Chapter 1Introduction

Referral of the Inquiry

1.1On 30 October 2025, the Senate referred the Corporations (Review Fees) Amendment (Technical Amendments) Bill 2025 (the bill) to the Senate Economics Legislation Committee (the committee) for inquiry and report by 29January 2026.

1.2This report, which consists of this single chapter, will outline the purpose of the bill, summarise the provisions of the bill and the one written submission received, and provide the committee’s views and recommendation regarding the bill.

Purpose of the bill

1.3The bill seeks to insert a new provision into the Corporations (Review Fees) Act2003 (the Review Fees Act) that would validate certain review fees already collected by the Australian Securities and Investment Commission (ASIC) between 1 July 2011 and 11March 2025.[1]

1.4The Explanatory Memorandum accompanying the bill states that changes in the bill will ensure that ‘any review fees charged from 1 July 2011 are valid and that ASIC was authorised to collect the review fees.’[2]

Background

1.5ASIC collects fees from users to register business entities as part of its regulatory activities.[3] The Review Fees Act gives ASIC the power to collect fees (the review fees) in relation to review dates for certain entities. The fees themselves and how they are calculated are set out in the Corporations (Review Fees) Regulations 2003 (the Review Fees Regulations).[4]

1.6In 2010, the Review Fees Regulations were amended to introduce annual indexation to the review fees to maintain the rate of these fees in real terms, offsetting the diminishing effect of inflation. In 2011, there was a further amendment to the review fees to increase the base rate of a subset of the review fees (also continuing the inflation indexation).[5]

1.7Due to an error, however, the 2011 amendments incorrectly re-set all review fees, rather than just the fees which had previously been increased. As ASIC explained in its submission to the inquiry:

The drafting of the amendment meant that the fees which did not have an increased base rate were worded in effect to re-set to their 2009 base rates and indexation previously applied to those fees on 1 July 2010 was incorrectly erased. This was not the intended policy outcome of indexation or the amendments.

This inconsistency with the intended policy outcome was technical in nature, not immediately obvious and was not identified at the time the amendments were made. Accordingly, ASIC continued to apply indexation in line with its understanding of the changes and in line with the intended policy outcome.[6]

1.8During a routine review of its regulations in September 2024, ASIC identified this error. As mentioned above, the bill seeks to amend the Review Fees Act to validate the fees previously charged under this Act.[7]

Provisions of the bill

1.9The bill contains one schedule, inserting a new section, section 7A, into the Corporations (Review Fees) Act 2003.

1.10Schedule 1 of the bill inserts a new section after section 7 of the Review Fees Act validating certain fees charged by ASIC from 1 July 2011 to immediately before the commencement of the 2025 amending regulations (11 March 2025).[8]

1.11As the Explanatory Memorandum sets out:

The amount of the review fee is taken to be, and always to have been, the amount of fee as worked out under the 2011 amending Regulations if subregulation 4(6) had applied to review fees from 1 July 2011 rather than subregulation 4(5).[9]

1.12The bill ensures that ASIC was authorised to collect the fees it had collected from relevant entities from 1 July 2011.[10]

Retrospective application

1.13As the bill relates to fees charged by ASIC going back to 2011, the bill applies retrospectively. According to the EM, this is necessary to ensure that the fees charged from 1 July 2011 were done so according to the original policy intent. Retrospective application of the bill is ‘appropriate to ensure the law operates as intended’ and to ensure the correct charging of the relevant fees.[11]

1.14The retrospective application of the fees also provides continuity for those entities which had previously paid the review fees to ASIC. According to the Explanatory Memorandum, the amendments contained in the bill ‘do not affect these entities, nor do they impact their interests or rights.’[12]

Commencement

1.15Schedule 1 of the bill will commence the day after the bill receives Royal Assent.

Financial impact

1.16The bill is expected to have a nil financial impact.

Legislative scrutiny

1.17As at the time of writing, the Senate Scrutiny of Bills Committee has not made any comment on the bill.

Human rights implications

1.18As at the time of writing, the Parliamentary Joint Committee on Human Rights has not commented on the bill.

1.19The bill’s Explanatory Memorandum contains a Statement of Compatibility with Human Rights and states that the bill ‘does not engage any of the applicable rights or freedoms.’[13] It concludes that the bill ‘is compatible with human rights as it does not raise any human rights issue.’[14]

Regulatory impact

1.20The bill’s Explanatory Memorandum states that there are ‘nil compliance cost impacts’ associated with the bill because changes contained in the bill are ‘technical in nature and validates the indexation of review fees consistent with the long-standing fee structure that has been applied by ASIC since 2011.’[15]

Conduct of the inquiry

1.21The committee advertised the inquiry on its website, inviting written submissions by 21November 2025.

1.22The committee received one submission, which was made by ASIC.

Views of the bill

1.23ASIC’s submission to the inquiry provided the background of amendments to the Review Fees Regulations and how the error was identified (discussed under ‘Background’ above).

1.24As ASIC explained, the Review Fees Regulations were ‘inadvertently and incorrectly’ worded to re-set the base rate of indexation for all review fees, rather than a specific set of fees being targeted.[16] This was contrary to the policy intent at the time.

1.25After the identification of the miscalculation of fees in September 2024, ASIC conducted an investigation on the extent of the impact of the miscalculated review fees and found:

(a)the review fees were paid by 1.56 million registered entities;

(b)invoices for the fees were provided to a further 440000 entities which currently remain unpaid; and

(c)paid and unpaid invoices issued to 795000 entities which have since deregistered.[17]

1.26The difference in fees charged from the period of 1 July 2011 to 11March 2025 totals $68096532, with a calculated fee difference per entity ranging between $4 and $578 over the 14-year period. ASIC states that for over 70 per cent of entities charged the review fees over the 14-year period, the difference in fees is less than $22.[18]

Views on the bill

1.27The committee notes the work of ASIC in identifying the miscalculation of the review fees which led to the need for this bill. While the original mistake, made in the 2011 amendments to the Review Fees regulations, is unfortunate, the committee is satisfied that ASIC and the government acted promptly to rectify this after the error was identified in 2024.

1.28The committee acknowledges that the amendments contained in the bill are retrospective in nature. Although the total amount that ASIC overcharged to relevant entities, over $68 million, is substantive, the committee notes evidence provided by ASIC that over 70 per cent entities charged the review fees were only overcharged by less than $22.

1.29The committee is also satisfied that the bill properly gives effect to the original policy intent of previous amendments to the Review Fees Regulations.

1.30The committee recommends that the bill be passed.

Senator Lisa Darmanin

Chair

Labor Senator for Victoria

Footnotes

[1]Explanatory Memorandum (EM), p. 3.

[2]EM, p. 4.

[3]For examples of fees collected see ASIC, Schedule of corporations fees, 2025, https://www.asic.gov.au/for-business-and-companies/forms-and-fees/all-fees/schedules-of-corporations-fees/ (accessed 5 December 2025).

[4]EM, p. 3.

[5]Australian Securities and Investments Commission (ASIC), Submission 1, p. 2.

[6]ASIC, Submission 1, p. 2.

[7]ASIC, Submission 1, p. 2.

[8]The bill, s. 7A(1).

[9]EM, p. 4.

[10]EM, p. 4.

[11]EM, p. 5.

[12]EM, p. 5.

[13]EM, p. 7.

[14]EM, p. 8.

[15]EM, p. 1.

[16]ASIC, Submission 1, p. 2.

[17]ASIC, Submission 1, p. 2.

[18]ASIC, Submission 1, p. 2.