Corporations (Review Fees) Amendment (Technical Amendments) Bill 2025

The Corporations (Review Fees) Amendment (Technical Amendments) Act 2026 amends the Corporations (Review Fees) Act 2003 by inserting a new section 7A after section 7. This provision validates the amount of review fees collected by the Australian Securities and Investments Commission for financial years commencing on or after 1 July 2011 and on or before 1 July 2024. The validation applies where the fee was prescribed under item 103 of Part 1, items 101, 102, 103 or 104 of Part 1A, or any item of Part 2 of Schedule 1 to the Corporations (Review Fees) Regulations 2003 as in force between the commencement of the 2011 amending regulations and immediately before the 2025 amending regulations. Section 7A(2) deems the fee amount to be the sum that would have applied if subregulation 4(6) rather than subregulation 4(5) of the Review Fees Regulations had governed indexation from 1 July 2011. The Act received royal assent on 13 March 2026 and commenced on 14 March 2026. No other provisions of the Corporations (Review Fees) Act 2003 are altered. The measure operates retrospectively to confirm the legal basis for fees already paid or payable during the specified period.

The central concept is retrospective validation of administrative fee calculations. Section 7A(1) defines the temporal and regulatory scope by reference to specific items in Schedule 1 to the Review Fees Regulations and to two sets of amending regulations. The 2011 amending regulations are the Corporations (Review Fees) Amendment Regulations 2011 (No. 1), which commenced on 1 July 2011. The 2025 amending regulations are the Corporations (Review Fees) Amendment (2025 Measures No. 1) Regulations 2025, which commenced on 12 March 2025. The distinction between subregulations 4(5) and 4(6) concerns the method of applying annual indexation to the base fee amounts. By mandating the use of subregulation 4(6), the Act confirms that fees collected on the basis of that formula were correctly calculated at the time. Financial year is defined as the twelve-month period beginning on 1 July. Review fees are those payable to ASIC for the performance of review functions in relation to documents lodged under the Corporations Act 2001. The validation does not alter the quantum of any fee payable after 12 March 2025.

The legislation directly affects any person or company that paid or was required to pay a review fee to ASIC for a review date falling between 1 July 2011 and 11 March 2025 where the fee was calculated under the items listed in section 7A(1)(a). This includes companies lodging annual returns, financial reports, or other documents subject to ASIC review fees prescribed in Parts 1, 1A and 2 of Schedule 1 to the Review Fees Regulations. Legal practitioners advising corporate clients on compliance costs, accountants preparing fee budgets, and company secretaries responsible for lodgement calendars must now treat the collected amounts as legally authorised. ASIC itself is affected because the validation removes any residual doubt about the lawfulness of revenue received during the period. The measure has no application to fees arising after the commencement of the 2025 amending regulations or to review dates on or after 12 March 2025. No new obligations are imposed on individuals or entities that did not previously pay review fees.

Companies and their advisers will want to know whether any refund claims remain available. The Act confirms that fees collected using the indexation method in subregulation 4(6) were always the correct amounts, so no refunds arise from the difference between subregulations 4(5) and 4(6). Directors and officers will want confirmation that past compliance with fee payment obligations is now beyond challenge. Accountants preparing financial statements for the 2025-26 year will want to know that no contingent liability for fee adjustments needs to be disclosed. Lawyers drafting engagement letters or compliance manuals will want to know that references to review fee amounts can rely on the validated figures without qualification for the historical period. Individuals or entities that have not yet paid a fee for a review date before 12 March 2025 remain liable for the validated amount. The Act does not alter the current fee schedule or introduce new payment deadlines.

The bill was introduced in the House of Representatives on 9 October 2025, passed both Houses on 5 March 2026, and received royal assent on 13 March 2026 as Act No. 6 of 2026. It commenced the following day. The Senate Economics Legislation Committee received a referral on 30 October 2025 and reported on 29 January 2026. A second reading amendment was proposed in the House by Elizabeth Watson-Brown MP. No further parliamentary action is required. The validated fee regime is now operative. ASIC may continue to collect and retain fees on the basis of the confirmed indexation method. Companies with outstanding review fee liabilities for pre-12 March 2025 review dates must pay the validated amounts. No transitional regulations or additional instruments are required by the Act itself. Future fee indexation will continue under the regulations as amended in 2025.

Section 7A does not confer new powers on ASIC or create fresh duties for fee payers. Instead it creates a statutory fiction that the amounts collected or payable during the relevant period were always the amounts produced by subregulation 4(6). This removes any legal basis for arguing that fees were overcharged because the wrong indexation formula was applied. Fee payers acquire the right to treat their past payments as fully compliant with the law. ASIC acquires the corresponding right to retain the revenue without exposure to restitution claims based on the subregulation 4(5) versus 4(6) distinction. No criminal or civil penalty provisions are added. The Act does not expand ASIC's information-gathering or enforcement powers in relation to fee collection. Existing rights to seek review of fee calculations under the Administrative Decisions (Judicial Review) Act 1977 or other avenues remain available for fees arising after the validation period, but are extinguished for the historical amounts covered by section 7A.

The Act validates the collection of review fees amounting to the sums that would have been produced by the indexation formula in subregulation 4(6). ASIC is entitled to retain all revenue received on that basis between 1 July 2011 and 11 March 2025. No mechanism for repayment or adjustment is established. The legislation does not introduce new penalties for non-payment or late payment of review fees. Existing enforcement provisions in the Corporations (Review Fees) Act 2003 and the Corporations Act 2001 continue to apply to any unpaid validated fees. Because the amounts are deemed always to have been correct, enforcement action for historical debts may proceed on the validated quantum without separate proof of the indexation method. No interest or additional charges are created by the Act itself. Budgetary certainty for ASIC's regulatory activities is reinforced by the removal of any contingent repayment risk.

The legislation was referred to the Senate Economics Legislation Committee and was the subject of a proposed second reading amendment moved by Elizabeth Watson-Brown MP in the House of Representatives. These procedural steps indicate parliamentary scrutiny of the retrospective character of the validation. A key policy trade-off lies between the desirability of legal certainty for fees already collected and the principle that administrative actions should rest on a clear statutory foundation at the time they occur. Retrospective validation can protect public revenue and avoid administrative disruption, yet it may limit the ability of fee payers to challenge calculations that were arguably made under an incorrect regulatory formula. The choice to validate only the indexation method rather than to amend the primary fee amounts reflects a narrow technical fix. The absence of any provision for interest on validated amounts or for partial refunds where overpayment can be demonstrated on other grounds represents a further policy boundary. Future fee-setting exercises may attract closer examination to avoid similar validation requirements.

With royal assent granted and commencement effected on 14 March 2026, the validation in section 7A is operative. Companies and their advisers may now record historical review fee payments as legally settled. ASIC's financial statements for periods including the relevant years can treat the revenue as properly received. Any litigation or dispute based solely on the application of subregulation 4(5) instead of 4(6) for the covered period is precluded. The regulatory framework for review fees is stabilised, allowing forward planning without historical overhang. No alteration occurs to the fee amounts payable for review dates on or after 12 March 2025. Compliance systems and software used by company secretaries and accountants can be updated to reflect that the historical calculations have been confirmed. The overall cost of regulatory compliance for affected entities remains unchanged from the amounts actually paid or assessed during the validation window.

ASIC fee fix now law: the 2026 Act confirms that review fees collected since 2011 were calculated correctly under the proper indexation rule. Companies gain certainty on past payments. Retrospective validation explained: section 7A of the Corporations (Review Fees) Act 2003 deems fees paid between 2011 and March 2025 to have always been the amounts produced by subregulation 4(6). No refunds arise. What company secretaries need to know: historical ASIC review fee liabilities are now beyond challenge, allowing clean closure of compliance records for the 2011-2025 period. Accountants and auditors: the validated fee amounts remove any requirement to disclose contingent liabilities for indexation adjustments in 2025-26 financial statements. Policy trade-off in fee validation: parliament chose legal certainty for ASIC revenue over potential claims based on the earlier regulatory formula. The narrow technical fix avoids broader fee changes. Senate committee scrutiny of technical amendments: referral and reporting on the bill illustrate how even minor corrections to fee regulations receive legislative oversight. Directors checklist: confirm that any unpaid review fees for pre-March 2025 dates are calculated on the validated basis and paid promptly to avoid enforcement action. Future fee indexation remains unchanged after the 2025 regulations.