{"id":"C2004A01108","name":"Corporations (Review Fees) Act 2003","slug":"corporations-review-fees-act-2003","collection":"act","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":"23 of 2003","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":24985,"registerId":"commonwealth-C2004A01108-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Short title","content":"#### 1 Short title\n\n This Act may be cited as the Corporations (Review Fees) Act 2003.","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n This Act commences on 1 July 2003.","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Application to the Crown","content":"#### 3 Application to the Crown\n\n If the Crown, in a capacity, is bound by the provision or provisions of the Corporations Act 2001 to which a review fee relates, then the Crown, in that capacity, is bound by this Act in respect of that review fee.","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Definitions","content":"#### 4 Definitions\n\n (1) In this Act:\n\n> review date:\n\n (a) for a company, registered scheme or notified foreign passport fund—has the meaning given by section 345A of the Corporations Act 2001; and\n (b) for a person mentioned in subsection 5(1) other than a company, registered scheme or notified foreign passport fund—has the meaning prescribed by the regulations in relation to that person.\n\n> review fee means a fee imposed by section 5.\n\n (2) Subject to this Act, Part 1.2 (Interpretation) of the Corporations Act 2001 applies for the purposes of this Act as if the provisions of this Act were provisions of that Act.\n\n> Note: Part 1.2 of the Corporations Act 2001 includes the Dictionary in section 9 of that Act, so the definitions in that section apply for the purposes of this Act unless this Act otherwise provides.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Imposition of review fees","content":"#### 5 Imposition of review fees\n\n (1) Subject to section 6, the regulations may prescribe fees in relation to the review dates of the following:\n (a) companies;\n (b) registered schemes;\n (ba) notified foreign passport funds;\n (c) registered Australian bodies;\n (d) natural persons registered as auditors under Part 9.2 of the Corporations Act 2001;\n (f) persons holding an Australian financial services licence under Part 7.6 of the Corporations Act 2001.\n\n> Note: The regulations may prescribe a fee to be paid in one year in relation to the review date of a later year (see paragraph 1351(4)(b) of the Corporations Act 2001).\n\n (2) The fees prescribed by the regulations are imposed, and are so imposed as taxes.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Matters relating to amount of fees","content":"#### 6 Matters relating to amount of fees\n\n (1) The regulations may prescribe a review fee by specifying an amount (not exceeding $10,000) as the fee.\n (2) A review fee need not bear any relationship to the cost of providing any service.","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Who is liable to pay a review fee, and time that liability is incurred","content":"#### 7 Who is liable to pay a review fee, and time that liability is incurred\n\n (1) The person who is liable to pay a review fee is worked out under this table.\n\n```html\n

Liability for review fees

Item

For a review fee imposed on...

The person liable is...

1

a company

the company

2

a registered scheme

the responsible entity of the scheme

2A

a notified foreign passport fund

the operator of the fund

3

a registered Australian body

the body

4

a natural person registered as an auditor under Part 9.2 of the Corporations Act 2001

the natural person

6

a person holding an Australian financial services licence under Part 7.6 of the Corporations Act 2001

the person

\n```\n\n (2) A person who is liable to pay a review fee incurs that liability on each review date for the person.","sortOrder":6},{"sectionNumber":"7A","sectionType":"section","heading":"Validation of certain review fees","content":"#### 7A Validation of certain review fees\n\n (1) This section applies in relation to the amount of a review fee in the financial year starting on 1 July 2011, or a later financial year starting on or before 1 July 2024, if:\n (a) the review fee was prescribed because of item 103 of Part 1, item 101, 102, 103 or 104 of Part 1A, or any item of Part 2, of Schedule 1 to the Review Fees Regulations, as in force at any time during the period:\n (i) starting at the commencement of the 2011 amending regulations; and\n (ii) ending immediately before the commencement of the 2025 amending regulations; and\n (b) in relation to the financial year starting on 1 July 2024—the review fee is for a review date that occurred before the commencement of the 2025 amending regulations.\n\n> Note: The 2011 amending regulations commenced on 1 July 2011. The 2025 amending regulations commenced on 12 March 2025.\n\n (2) The amount of the review fee is taken to be, and always to have been, the amount it would have been if subregulation 4(6) (rather than subregulation 4(5)) of the Review Fees Regulations, as amended by the 2011 amending regulations, had applied to review fees in the financial year starting on 1 July 2011.\n (3) In this section:\n\n> 2011 amending regulations means the Corporations (Review Fees) Amendment Regulations 2011 (No. 1).\n\n> 2025 amending regulations means the Corporations (Review Fees) Amendment (2025 Measures No. 1) Regulations 2025.\n\n> financial year means a period of 12 months starting on 1 July.\n\n> Review Fees Regulations means the Corporations (Review Fees) Regulations 2003.","sortOrder":7},{"sectionNumber":"8","sectionType":"section","heading":"Regulations","content":"#### 8 Regulations\n\n The Governor‑General may make regulations for the purposes of this Act and section 1351 of the Corporations Act 2001.","sortOrder":8}],"analysis":{"summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"The original 2003 Act covered companies, registered schemes, registered Australian bodies, auditors, and financial services licensees. The scope expanded over time with the addition of 'notified foreign passport funds' (item 2A in the liability table and section 5(1)(ba)), reflecting the Asia Region Funds Passport initiative introduced under later amendments. Section 7A, addressing retrospective validation of fees from 2011 to 2025, was also added well after the original Act commenced, representing a significant scope addition to cure a regulatory drafting error."},"complexity_factors":["Cross-references to multiple provisions of the Corporations Act 2001 (e.g. sections 345A, 1351, Parts 7.6, 9.2) require knowledge of that separate Act to fully understand","Section 7A introduces retrospective (backdated) legal validation, which is conceptually complex and legally unusual","Fee amounts are set entirely by subordinate regulations (not the Act itself), meaning the Act alone does not tell you what you will actually pay","Multiple categories of regulated entities with different liability rules adds structural complexity","The 'review date' concept is defined by reference to yet another Act and to regulations, requiring external lookup","The explicit characterisation of fees as 'taxes' (not service charges) has constitutional significance that is non-obvious to lay readers"],"plain_english_summary":"## Corporations (Review Fees) Act 2003\n\n### What does this law do?\nThis Act is the legal foundation that allows the government to charge **annual review fees** to certain businesses and individuals registered under Australian corporations law. Think of it like a recurring registration renewal charge.\n\n### Who does it affect?\nIf you are any of the following, this law applies to you:\n- **A company** (e.g. Pty Ltd or Ltd) — the company pays\n- **A registered managed investment scheme** (e.g. a unit trust listed with ASIC) — the responsible entity pays\n- **A notified foreign passport fund** (an overseas investment fund approved to operate in Australia) — the fund operator pays\n- **A registered Australian body** (a foreign company or other body registered to do business in Australia)\n- **A registered auditor** (an individual licensed to audit company accounts)\n- **An Australian Financial Services Licence (AFSL) holder** (businesses or individuals licensed to provide financial advice or deal in financial products)\n\n### When does the fee apply?\nFees are charged on your **\"review date\"** — essentially your annual check-in date with ASIC (the Australian Securities and Investments Commission). For companies, this is typically the anniversary of their registration.\n\n### How much is the fee?\nThe exact amount is set by government regulations (separate rules), but the Act caps it at a maximum of **$10,000**. Importantly, the fee does **not** have to reflect the actual cost of any service — it is explicitly a **tax**, not a service charge.\n\n### Does the government have to pay too?\nYes — if the Crown (i.e. a government entity) is bound by the Corporations Act in a particular capacity, it must also pay the relevant review fee.\n\n### The 2025 fix (Section 7A)\nThis section is a retrospective correction (fixing past errors going back to apply from when they happened). Between 2011 and 2025, some review fees were calculated using the wrong formula in the regulations. Section 7A legally \"validates\" those fees — meaning they are treated as if they were always calculated correctly, even though the wrong rule was applied at the time. This prevents affected entities from claiming refunds or disputing past fee amounts."},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"The Act itself defines the classes of persons who may be charged review fees (s5 and the liability table in s7) and vests the executive with power to prescribe amounts and timing by regulation (s5, s8). Section 7A alters the legal treatment of certain historical fee amounts for specified financial years but does not expand or narrow the categories of persons who may be charged under the Act; it adjusts how particular past amounts are to be treated. The statutory text therefore changes the retrospective legal characterization of some fees (s7A) but does not change the covered classes or the Act’s regulatory mechanism as set out in the present text."},"complexity_factors":["Major operational details (fee amounts, timing rules, additional categories) are delegated to subordinate regulations (s5, s8), making the full effect spread across multiple instruments.","Cross‑references to the Corporations Act for key definitions (for example, \"review date\" for companies is defined by s345A of the Corporations Act) require reading two Acts together (s4(1)).","Validation clause (s7A) applies technical retrospective treatment to fees for a defined series of financial years and references specific amending regulations and their commencement timings, which is a precise but potentially confusing historical rule.","The liability mapping is explicit but covers several distinct legal persons (company, responsible entity, operator, auditor, AFSL holder), so practitioners must match entity type to the table in s7(1).","The Act sets a per‑fee cap ($10,000) and simultaneously allows fees to be unrelated to administrative cost (s6(1)–(2)), producing a simple numeric limit but broad discretion within it."],"plain_english_summary":"What this law does (mechanically)\n\n- Gives the executive branch power to set \"review fees\" by regulation for a set of regulated entities and people (companies, registered schemes, notified foreign passport funds, registered Australian bodies, individual auditors, and holders of Australian financial services licences) (s5). \n- States that those fees are imposed \"as taxes\" (s5(2)). \n- Caps any single prescribed fee at $10,000 and says a fee need not be related to the cost of providing any service (s6(1)–(2)). \n- Specifies who is legally liable to pay each fee (a short table in s7: e.g. the company for a company, the responsible entity for a registered scheme, the operator for a notified foreign passport fund, the individual for a registered auditor, and the licence-holder for an AFSL) and says the liability is incurred on each review date for the person (s7(1)–(2)). \n- Treats certain past fee amounts for specified financial years as having been different in a particular technical way (a validation rule that applies to fees for financial years starting 1 July 2011 up to and including the financial year starting 1 July 2024, subject to the timing rule in s7A) (s7A). \n- Applies the Act to the Crown when the Crown is bound by the underlying Corporations Act provision to which a review fee relates (s3). \n- Makes Part 1.2 of the Corporations Act (interpretation rules and dictionary) apply to this Act (s4(2)). \n- Commences on 1 July 2003 (s2) and allows the Governor‑General to make regulations for the purposes of the Act (s8).\n\nWhy it matters and who it affects (plain terms)\n\n- Who pays: the specific regulated entities named in the Act (see s5 and the liability table in s7). The state collects the money because the fees are imposed as taxes (s5(2)). \n- Who decides the amounts and timing details: the regulations made under this Act (s5, s8), and some definitions (for example, \"review date\" for companies) come from the Corporations Act (s4(1)). \n- How often: the statutory rule is that a liable person incurs the fee on each review date (s7(2)); the regulations can also prescribe timing mechanics such as paying in one year for a later year (note to s5). \n- Limits and discretion: the regulations can set any fee up to $10,000 (s6(1)) and are explicitly allowed to set fees that do not reflect the regulator’s or government’s cost of providing services (s6(2)). That gives the executive broad discretion over amounts within the cap.\n\nPractical trade-offs, incentives and implementation points (source‑grounded)\n\n- Direct cost to covered entities: the listed persons and entities pay the fee on each review date (s7). That raises their operating costs or compliance expenses; they may choose how to adjust (price, margins, service scope) outside the Act, but the Act makes the payment obligation non‑discretionary. \n- Decision and revenue flow: because fees are imposed by regulation and are \"taxes\" (s5(2), s8), revenue collection is a state function rather than a contractual or fee‑for‑service arrangement. The Act does not specify how collected revenue is to be used. \n- Uncertainty and compliance burden: key details (fee amounts, exact definitions for some persons, timing exceptions) are left to the regulations (s5, s4(1)), so affected parties must monitor regulatory instruments and review dates to calculate and pay liabilities (s7(2)). \n- Administrative discretion: the executive may set fees up to the statutory cap and without a cost‑link (s6). That concentrates the power to set monetary obligations in regulation rather than in the primary Act. \n- Legal clarity and cross‑references: the Act depends on the Corporations Act for terms like \"review date\" for companies (s4(1)); that means one must consult both instruments to determine exact payment timing and who is covered. \n- Retrospective technical adjustment: s7A treats certain past fee amounts as if a different regulatory provision had applied for specific financial years (starting 1 July 2011 up to and including the year starting 1 July 2024, with a timing qualification for the 2024–25 year), which changes the legal characterization of those historical amounts within the limits set out in that section (s7A). \n\nConcrete implementation risks and cost channels (what to watch for)\n\n- Regulatory drafting and amendment risk: because amounts and some scope details are set in subordinate regulations (s5, s8), frequent regulatory change can create compliance overhead. \n- Timing and calculation risk: liabilities arise on statutory \"review dates\" and the regulations may include timing exceptions (s7(2); note to s5), so mis‑reading the relevant dates and rules risks under‑ or over‑payment. \n- Cap and non‑cost link: the $10,000 cap (s6(1)) bounds per‑fee exposure, but the absence of a requirement to link fees to administrative cost (s6(2)) means fee levels could be set to achieve policy or revenue goals rather than to reflect regulator costs.\n\nKey statutory citations: s1 (title), s2 (commencement), s3 (application to Crown), s4 (definitions and interpretation), s5 (power to prescribe fees and that they are taxes), s6 (amount limit and cost linkage), s7 (who is liable and timing), s7A (validation of certain past fees), s8 (regulation‑making power)."},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":true,"description":"The original 2003 Act covered companies, registered schemes, registered Australian bodies, auditors and AFS licence holders. Amendments added 'notified foreign passport funds' (item 2A in the liability table, section 5(1)(ba)), expanding scope to cover foreign investment funds operating in Australia under passport arrangements. Section 7A also represents significant scope creep — originally a simple fee-imposition statute, it now contains complex retrospective validation provisions addressing 14 years of regulatory amendments (2011–2024), effectively turning the Act into a vehicle for fixing historical technical errors in fee calculations."},"complexity_factors":["Short statute (8 sections, approximately 2 pages)","Only 2 defined terms in the Act itself ('review date' and 'review fee'), though it imports the entire Corporations Act dictionary via section 4(2)","Simple conditional logic: section 6 caps fees at $10,000 and explicitly severs the link between fee amount and service cost","Single cross-reference mechanism (Part 1.2 of Corporations Act 2001 applies)","Section 7A adds retrospective validation with specific date ranges and regulation references, creating the only significant complexity","Tabular format in section 7 makes liability allocation visually clear"],"plain_english_summary":"This law creates a system for charging **annual review fees** to businesses and financial professionals regulated under Australia's Corporations Act 2001.\n\n**Who has to pay:**\n- **Companies** — the company itself pays\n- **Registered schemes** (managed investment schemes) — the responsible entity pays\n- **Notified foreign passport funds** — the fund operator pays\n- **Registered Australian bodies** (certain unincorporated bodies that register nationally) — the body itself pays\n- **Registered auditors** — the individual auditor pays\n- **Financial services licence holders** — the licence holder pays\n\n**What it does:**\n- Allows the government to set fees (up to $10,000) through regulations for these entities to remain registered or licensed\n- These fees are imposed as **taxes** — meaning they don't have to reflect the actual cost of any service provided\n- The fees are charged on each \"review date\" (typically the anniversary of registration)\n\n**Why it matters:**\nThis is essentially Australia's **annual company registration fee system**. If you run a company or hold a financial services licence, this law authorises the government to charge you yearly to keep your registration active. The 2025 amendments (section 7A) fixed a technical problem with how fees were calculated between 2011 and 2024, validating fees that might otherwise have been challenged.\n\n**Key point:** The law itself doesn't set the dollar amounts — those are in separate regulations that can be updated without changing this Act."},"issue_detection":{"absurdities":[{"type":"other","section":"5(1)","severity":"low","reasoning":"The alphabetical sequence jumps from (d) to (f), omitting (e). While this may reflect a deliberate legislative deletion, no savings clause or explanatory note is present in the Act itself. This creates an ambiguity: was (e) intentionally removed, never enacted, or accidentally omitted? The gap is structurally odd and could cause interpretive confusion about whether a category of person was overlooked.","confidence":0.72,"description":"Section 5(1) lists persons subject to review fees using paragraph labels (a), (b), (ba), (c), (d), (f) — skipping paragraph (e) entirely with no explanation or savings clause."},{"type":"other","section":"7(1) (Table)","severity":"low","reasoning":"The table enumerates items 1, 2, 2A, 3, 4, and then 6 — Item 5 is absent. Like the missing paragraph (e) in s5(1), this suggests a deleted category with no residual explanation. While not logically fatal, it mirrors a category in s5(1) that is also missing (paragraph (e)), raising the question of whether a now-repealed class of person was once covered and the table was not properly cleaned up.","confidence":0.7,"description":"The liability table skips Item 5 entirely, jumping from Item 4 to Item 6, with no explanation."},{"type":"other","section":"4(1) — definition of 'review date', paragraph (b)","severity":"medium","reasoning":"The 'review date' is the trigger for liability under s7(2) — liability is incurred 'on each review date'. For the persons in s5(1)(c), (d) and (f), the review date is whatever the regulations say it is. If no regulation prescribes a review date for these persons, it is logically impossible for them to incur liability, even if a fee is prescribed. This creates a potential compliance black hole: fees can be prescribed but liability can never be triggered.","confidence":0.78,"description":"The definition of 'review date' for persons other than companies, registered schemes, or notified foreign passport funds is entirely delegated to regulations, meaning the key operative concept of the Act has no statutory content for several categories of liable persons."},{"type":"other","section":"6(2)","severity":"low","reasoning":"The label 'review fee' implies a fee for reviewing something (e.g., annual review of company registrations). However, s6(2) severs any connection to actual review costs. Combined with s5(2)'s characterisation as a 'tax', the term 'review fee' is a misnomer enshrined in the Act's title and operative provisions. While constitutionally deliberate (to ensure the levy is valid as a tax rather than an invalid fee for services), it produces a logical absurdity: a fee defined as unrelated to any service or cost.","confidence":0.65,"description":"Section 6(2) expressly states that a review fee 'need not bear any relationship to the cost of providing any service,' yet section 5(2) imposes these fees as taxes. This is internally coherent constitutionally but creates a logical oddity: the Act simultaneously disclaims any service nexus while the fee is called a 'review' fee, implying a review service is being funded."},{"type":"retroactive_impossibility","section":"7A(2)","severity":"high","reasoning":"The section uses the formula 'is taken to be, and always to have been' — a standard retrospective deeming formula. However, applying this across up to 14 financial years means that every fee assessed, paid, or disputed during that period is notionally altered. There is no savings provision, no refund mechanism, no restitution right, and no limitation on how far back consequential adjustments might be sought. Entities that paid the 'wrong' (now-deemed) amount may have no legal remedy and no obligation is imposed on the regulator to reconcile accounts. This is not impossible to enact, but it is logically impossible to fully comply with in practice.","confidence":0.82,"description":"Section 7A(2) retrospectively deems fees to have 'always' been a different amount — potentially altering the legal effect of past transactions, financial statements, and liabilities over a 14-year period (2011–2025) without any mechanism to address consequential effects such as overpayments, underpayments, or statute-barred recovery."},{"type":"self_contradicting","section":"7A(1)(b)","severity":"medium","reasoning":"The section applies to financial years 'starting on or before 1 July 2024' but then carves out the 2024 year with a mid-year cut-off. This means two fees in the same financial year (2024–25) — one with a review date before 12 March 2025 and one after — are treated differently under the same legislative provision. The underlying regulations presumably applied uniformly across the year, so the partial validation of a single financial year may produce inconsistent outcomes for similarly situated entities whose review dates fall on either side of 12 March 2025.","confidence":0.75,"description":"Section 7A(1)(b) limits retrospective validation for the 2024–25 financial year to review fees with a review date 'before the commencement of the 2025 amending regulations' (12 March 2025), yet financial year fees may be assessed on review dates throughout the year. This creates a split within a single financial year where some fees are validated and others are not."}],"contradictions":[{"severity":"low","section_a":"5(1)","section_b":"7(1) (Table)","confidence":0.68,"description":"Section 5(1) lists six categories of persons subject to review fees using paragraphs (a), (b), (ba), (c), (d), (f). The liability table in s7(1) contains six corresponding rows but uses item numbers 1, 2, 2A, 3, 4, 6 — both skip a sequential entry ((e) and Item 5 respectively). The missing paragraph (e) in s5(1) has no corresponding missing item in the table that can be identified, raising doubt about whether the two provisions remain properly aligned after amendments."},{"severity":"medium","section_a":"5(1)","section_b":"4(1) — definition of 'review date' paragraph (b)","confidence":0.74,"description":"Section 5(1) empowers regulations to prescribe fees 'in relation to the review dates' of all listed persons. However, for persons under s5(1)(c), (d) and (f), the review date is itself defined only by regulation under s4(1)(b). This means the same set of regulations must simultaneously define when the fee is triggered AND prescribe the fee itself — creating a potential circularity where the triggering condition and the obligation are both regulatory constructs with no statutory anchor."},{"severity":"medium","section_a":"6(1)","section_b":"7A(2)","confidence":0.61,"description":"Section 6(1) caps review fees at $10,000. Section 7A(2) retrospectively deems fees to have always been a different amount. If the retrospectively deemed amount exceeds $10,000, this would place the validated fee in contradiction with the statutory cap in s6(1). The Act contains no express provision confirming that the retrospective validation in s7A overrides the cap in s6(1)."}]}},"importantCases":[],"_links":{"self":"/api/acts/corporations-review-fees-act-2003","history":"/api/acts/corporations-review-fees-act-2003/history","analysis":"/api/acts/corporations-review-fees-act-2003/analysis","conflicts":"/api/acts/corporations-review-fees-act-2003/conflicts","importantCases":"/api/acts/corporations-review-fees-act-2003/important-cases","documents":"/api/acts/corporations-review-fees-act-2003/documents"}}