The standard private company in Australia is the proprietary company limited by shares, written Pty Ltd, and it is also the usual vehicle for a foreign group that wants a local subsidiary. Its obligations sit with three bodies: the Australian Securities and Investments Commission (ASIC) for company law, the Australian Taxation Office (ATO) for income tax, GST, payroll and superannuation, and, for some investors, the foreign investment regulators.

Australia has no annual general meeting requirement for a proprietary company and no general audit requirement for a small one, which makes the corporate side lighter than in many countries. The tax side is the opposite: a dense calendar of quarterly activity statements, instalments, payroll reporting and an annual return. Missing a date usually brings a fixed penalty unit charge or interest rather than a warning.

This guide explains how the annual cycle works for a Pty Ltd, with extra attention to foreign-owned subsidiaries. Updated November 9, 2026. Fees, thresholds and lodgment programs change, and extensions are often announced for specific years, so treat standard dates here as the baseline and confirm them with ASIC, the ATO or a registered tax agent.

Entity compliance Australia: the quick answer

• Each year ASIC issues an annual statement on the company's review date; the company confirms its details and pays the annual review fee, which is A$342 for a proprietary company from 1 July 2026 (A$329 before that), generally within two months.

• Directors pass a solvency resolution within two months of the review date and keep it with the company records.

• The company lodges an annual income tax return with the ATO, generally by 31 October for a 30 June year-end, with later dates possible through a registered tax agent's lodgment program.

• GST-registered companies lodge Business Activity Statements (BAS), usually quarterly, and employers report payroll through Single Touch Payroll and pay superannuation on time.

What determines a Pty Ltd's compliance requirements?

Size, ownership and activity decide how heavy the workload is. A company is classified as small, medium or large proprietary for reporting purposes, based on revenue, assets and employee numbers. Small proprietary companies are generally relieved from preparing audited financial reports, but there are exceptions, including some foreign-controlled small companies, so the classification should be confirmed each year.

Other drivers include whether the company is registered for GST, whether it employs staff, whether it is a base rate entity for tax, whether it deals with related parties abroad, and whether it holds assets that trigger foreign investment screening. The financial year runs from 1 July to 30 June for most companies, although a substituted accounting period can be agreed with the ATO.

Annual entity requirements in Australia: the core checklist

1. ASIC annual review and solvency resolution

ASIC sends an annual statement on the anniversary of registration. The company checks its registered office, principal place of business, directors, shareholders and share structure, and, where relevant, its ultimate holding company, then pays the fee. The solvency resolution is a short board statement on whether the company can pay its debts as they fall due. Late fees apply per document, and a company that does not pay can eventually be deregistered.

2. Change notifications

Many changes cannot wait for the annual review. New or departing directors and a change of registered office or principal place of business are generally notified to ASIC within 28 days. Share issues and transfers also need lodging, so a shareholder change in a foreign parent should be checked against the local register.

3. Financial reports and audit

Small proprietary companies usually do not lodge financial reports, but large proprietary companies do, with an auditor's report. Medium companies and some foreign-controlled entities may fall in between. Many groups still prepare statutory accounts for tax and lender purposes, so build the timeline around the group close.

4. Annual income tax return

The company tax return is lodged with the ATO. The general due date is 31 October after a 30 June year-end, but companies on a registered agent's client list often have a later date, and some entities with prior-year lodgment history receive an earlier date. Confirm the due date shown in ATO online services rather than assuming it.

5. Registers, officers and records

Maintain the register of members, officeholders and share transfers. Keep minutes and written resolutions. Records supporting tax returns are generally kept for five years. A company must have at least one director who ordinarily lives in Australia, which is a practical constraint for foreign groups.

Tax and indirect tax obligations

Company tax is 30 percent, or 25 percent for a base rate entity: a company with aggregated turnover below A$50 million and no more than 80 percent of its assessable income from passive sources. Getting this status wrong in either direction is common, so test it every year, because it also drives the maximum franking rate on dividends.

Tax is paid during the year through PAYG instalments reported on the BAS and settled when the return is assessed. GST is 10 percent, and registration is required once GST turnover reaches A$75,000. Registered companies generally lodge quarterly BAS by the 28th of the month after quarter-end, with monthly reporting for larger turnover, usually A$20 million and above. Weekly or monthly timing can also apply to PAYG withholding depending on the amount.

Fringe benefits tax runs on a 1 April to 31 March year, with a return generally due on 21 May. Companies lending money to shareholders or associates must watch the Division 7A rules, which can treat unpaid loans as deemed dividends.

Foreign-owned subsidiaries

A foreign-owned Pty Ltd is taxed like a locally owned one, but several extra items apply. Transfer pricing rules require related-party dealings to be at arm's length, and larger groups may need local files or country-by-country reporting. Thin capitalisation limits interest deductions on debt funding, and payments abroad such as dividends, interest and royalties may attract withholding tax, reduced by treaties.

Foreign investment approvals through the Foreign Investment Review Board apply to certain acquisitions of land, businesses and sensitive assets, and there are ongoing notification duties for some approved investments. Check whether conditions attached to an approval require periodic reporting. Australia has no public beneficial ownership register at the time of writing, but ASIC and the bank will ask who ultimately controls the company, so keep ownership evidence ready.

First-year and event-triggered obligations

In the first year, obtain an Australian Business Number and tax file number, register for GST and PAYG withholding where needed, appoint a resident director, set up a registered office and open payroll and superannuation arrangements. Event-driven filings include director and address changes within 28 days, share issues, name changes, constitution changes, and notices when a company changes its status or is wound up.

Dividends need board approval and a solvency check, and franking credits should be tracked in a franking account. Deregistration is possible once debts are cleared and tax returns are current, but the ATO can object if lodgments are outstanding.

Employment and local requirements

Employers must register for PAYG withholding, report each pay run through Single Touch Payroll, pay the superannuation guarantee, which is 12 percent of ordinary time earnings, to employees' funds by the quarterly due dates, and meet workers' compensation and payroll tax rules that vary by state or territory. Payroll tax thresholds, rates and grouping rules differ across states, so a company with staff in several jurisdictions needs a state-by-state check. Modern awards or enterprise agreements set minimum pay and conditions, and the National Employment Standards apply to all employees.

Record-keeping and governance in Australia

Keep the company's constitution if it has one, statutory registers, minutes, solvency resolutions, signed financial statements, tax records and employment records. Tax records are generally retained for five years, and company records for longer periods in some cases. Maintain a current list of signatories and bank mandates, and a delegation matrix for who can sign contracts, lodge returns and approve payments. Foreign groups should also keep a record of intercompany agreements, loan terms and transfer pricing support, because the ATO may ask for it years after the transaction.

Build a compliance calendar for Australia

A compliance calendar turns the rules above into dated tasks with named owners. Start from the financial year-end and the incorporation anniversary, then add the recurring monthly and quarterly items. Review it each quarter, because deadlines, extensions and registry systems change.

• Within two months of the ASIC review date: pay the annual fee and pass the solvency resolution.

• 28 days after any change: notify ASIC of director or address changes.

• 28 February, 28 April, 28 July and 28 October: quarterly BAS for standard filers.

• Monthly: PAYG withholding, Single Touch Payroll reporting and payroll tax where applicable.

• 21 May: fringe benefits tax return where the company has a liability.

• 31 October or the agent program date: annual company tax return for a 30 June year-end.

Common mistakes

• Assuming a small Pty Ltd never has to lodge financial reports without checking for foreign control or other exceptions.

• Missing the 28 day notice for director or address changes and relying on the annual review.

• Applying the 25 percent rate without testing aggregated turnover and passive income.

• Ignoring Division 7A on shareholder loans and drawings.

• Having no director who ordinarily lives in Australia.

• Treating transfer pricing and withholding tax on intercompany payments as a year-end task.

Entity compliance Australia: frequently asked questions

What is the main private company type in Australia?

The proprietary company limited by shares, written Pty Ltd, is the standard private company and the usual structure for foreign-owned subsidiaries.

Does a Pty Ltd need an annual general meeting?

No. A proprietary company does not have to hold an annual general meeting, but directors must pass a solvency resolution after the ASIC annual review date.

When is the Australian company tax return due?

Generally 31 October after a 30 June year-end, but a registered tax agent's lodgment program can provide a later date, so confirm the date shown for your company.

Does a foreign-owned Pty Ltd need an Australian director?

Yes. At least one director must ordinarily live in Australia, so foreign groups usually appoint a resident director or use a professional service.

How often is BAS lodged?

Most GST-registered small companies lodge quarterly, usually by the 28th of the month after quarter-end, while larger businesses can have monthly reporting.

What happens if the ASIC annual review fee is not paid?

Late fees apply and ASIC can eventually deregister the company, so pay within the stated period and keep the registered contact details current.

How CoverPin can help

CoverPin helps finance, legal and operations teams track entity obligations across countries. See our international entities overview, learn about compliance advisory, or browse more guides in our legal and compliance resources.

This article is general information, not legal, tax or accounting advice. Confirm current requirements with the relevant authority or a qualified local adviser before acting.