ASIC Issues Updated Form 405 for Foreign Company Financial Statement Verification and AFSL Relief

Key Takeaways

• ASIC has released an updated Form 405 (dated 23 March 2026) that foreign companies registered in Australia must use to verify their annual financial statements.
• The form now references ASIC Corporations (Foreign Licensees and ADIs) Instrument 2026/121, which conditions relief for foreign AFS licensees and foreign ADIs on lodging financial statements under s601CK(1) together with an auditor's report.
• Compliance teams should confirm that their lodgement processes and templates align with the revised form and relief conditions.

Deep Dive

ASIC has released an updated Form 405 (dated 23 March 2026) that foreign companies registered in Australia must use to verify their annual financial statements. The form now references ASIC Corporations (Foreign Licensees and ADIs) Instrument 2026/121, which conditions relief for foreign AFS licensees and foreign ADIs on lodging financial statements under s601CK(1) together with an auditor's report. Compliance teams should confirm that their lodgement processes and templates align with the revised form and relief conditions.

Core requirements are unchanged. Filers must lodge a balance sheet, a profit and loss statement and a cash flow statement, along with any other documents required in the place of origin. The statements must cover the whole foreign company, not just its Australian operations. Where the company is consolidated into a parent's accounts, the amounts attributable to the registered foreign company must be itemized. An auditor's report is mandatory for AFSL holders, and for others when one is required in the place of origin. Non-English documents need a certified translation under s1304. Annexures must meet formatting rules: A4 paper, 10mm margins, company name and ARBN, consecutive page numbers, and a signed and dated endorsement.

Timing is the main risk. Financial statements must be lodged at least once each calendar year and at intervals of no more than 15 months. The form can also catch up on certain notifiable changes: registered office address, local agent cessation, name or address changes, and director appointments, cessations and changes of detail. The prescribed deadlines are 7 days for a change of registered office address in Australia and 1 month for most other changes, and late fees apply outside those periods. Appointment of a new local agent and changes to Australian office hours cannot be notified on Form 405. Those require Form 404 and Form 489 respectively. New Zealand companies have reduced obligations where ASIC receives the data from the NZ Companies Office. This relief does not extend to AFSL-holding NZ companies, which must still lodge Form 405.

Recommended actions:
- Retire older Form 405 versions and update internal checklists.
- Confirm whether each foreign entity holds an AFSL or is a foreign ADI, and whether it relies on Instrument 2026/121.
- Make sure audited statements are available in time for lodgement.
- Reconcile director and local agent records against ASIC's register before filing.
- Verify signatory eligibility (director, secretary, local agent, or a director or secretary of a corporate agent).
- Track the 15-month outer limit and the 7-day and 1-month change windows.

Risks include late fees, rejection under s1274(8), loss of the exemption through a missing auditor's report, and inaccurate verification declarations signed by officers. Because the form collects personal information such as directors' residential addresses and dates of birth, privacy handling in the lodgement workflow should also be reviewed.

Source: Australian Securities and Investments Commission