Australian Startup Governance: What ASIC, ASX and AusIndustry Actually Require

In Summary

	ASIC	ASX	AusIndustry
Applies to	Every Pty Ltd from day one	Listed entities (but investors expect alignment pre-IPO)	Companies claiming R&D Tax Incentive or EMDG
Core obligation	Director duties, annual compliance, solvency declarations	8 governance principles on "if not, why not" basis	Contemporaneous documentation, eligible activity records
Penalties	Up to $1.65M civil, $200K + 15 years criminal, personal liability for debts	Listing sanctions, investor loss of confidence	Loss of entire claim for the year, repayment of offsets
Key deadline	28 days for change notifications, annual review date	Continuous disclosure obligations once listed	10 months after end of income year (FY2025: 30 April 2026)
Common failure	Late lodgements, insolvent trading, no solvency resolution	No board charter, no independent directors, no risk register	Missing documentation, missed registration deadline

ASIC: What Every Pty Ltd Must Do

The moment you register a company, you have ongoing obligations. These are not optional. ASIC pursued 21 respondents for directors' duties failures in the first half of 2024 alone (ASIC Enforcement Outcomes H1 2024).

Annual Compliance

• Annual review fee: $329 for Pty Ltd companies. Late fees of $93 (under one month) to $387 (over one month). Indexed each 1 July.
• Solvency resolution: Directors must formally confirm the company can pay its debts, within two months of the annual review date.
• Change notifications: Any change to directors, registered office, or principal place of business must be reported to ASIC within 28 days (Form 484).

Director Duties (Corporations Act 2001)

These are personal obligations. They follow you, not your company.

• s.180 Care and diligence: Act as a reasonable person would in the same position
• s.181 Good faith: Act in the best interests of the company, for a proper purpose
• s.182 No misuse of position: Do not use your role for personal gain
• s.183 No misuse of information: Do not exploit company information
• s.588G Insolvent trading: Do not allow the company to incur debts it cannot pay

Civil penalties: up to $1,650,000. Criminal penalties: up to $200,000 fine and 15 years imprisonment. Insolvent trading can result in personal liability for all company debts (AICD: Breach of Director's Duties).

ASX Corporate Governance Principles

The ASX Corporate Governance Council publishes 8 principles (4th Edition, reaffirmed February 2025). These apply to listed entities on an "if not, why not" basis. But investors expect alignment well before listing.

1. Lay solid foundations for management and oversight
2. Structure the board to be effective and add value
3. Instil a culture of acting lawfully, ethically and responsibly
4. Safeguard the integrity of corporate reports
5. Make timely and balanced disclosure
6. Respect the rights of security holders
7. Recognise and manage risk
8. Remunerate fairly and responsibly

Source: ASX Corporate Governance Principles and Recommendations, 4th Edition.

Why This Matters Before You List

71% of Australian investors report increased priority for ESG and governance factors in investment decisions (Biztech Lawyers). VCs check governance during due diligence. What they expect depends on your stage:

• Seed: Functioning board. Simple board charter. Code of conduct. D&O insurance. KPI dashboard with runway metrics.
• Series A: Plan for an independent director. Monthly metrics and reporting. Risk register. Formal approvals matrix.
• Series B: Committee charters (audit, remuneration). Audit readiness. Clean board minutes with decision logs. Majority independent board.

AusIndustry: R&D Tax Incentive and Grants

R&D Tax Incentive (RDTI)

In 2021-22, 11,545 companies claimed the R&D Tax Incentive across $11.2 billion in combined R&D expenditure. Small businesses averaged $395,191 per claim (ATO R&D Transparency Report 2021-22).

• Eligibility: Australian companies with aggregated turnover under $20 million
• Offset: Up to 43.5% refundable tax offset on eligible R&D expenditure
• Eligible costs: Staff wages on R&D, contractor costs, materials and consumables
• Requirement: Activities must involve genuine technical uncertainty and systematic experimentation
• Registration deadline: 10 months after end of income year. For FY2025: 30 April 2026

AusIndustry cannot grant extensions. Miss the deadline and you lose the entire claim for that year.

Export Market Development Grants (EMDG)

• Eligibility: Turnover under $20 million, ABN for at least two years
• Grant amounts: $20,000 to $80,000 per year depending on tier
• Minimum spend: $20,000/year on export marketing
• Process: First come, first served. Apply early.

Grant Compliance (All Programs)

• Maintain contemporaneous documentation of all eligible activities
• Must be compliant with all tax obligations for current and prior two income years
• R&D activities must be conducted on your own behalf (you bear the financial risk and own the IP)
• Report any material changes to business or project plans

The Cost of Ignoring This

Over 11,000 companies entered external administration in 2023-24 (ASIC Annual Insolvency Data). Five times as many were deregistered by default for simply failing to comply. ASIC processes over 5 million compliance documents annually, and the vast majority contain errors (Sprintlaw).

Governance is not paperwork for later. It is the structure that keeps you solvent, fundable, and legally protected from day one.

We built a step-by-step guide covering everything in this article (and more): registrations, insurance, banking, legal documents, IP protection, tax, and now governance. Download it free.

Sova Australian Startup Setup Guide (PDF)