Guide

You’ve received a compliance notice. Here’s what it means.

A compliance notice is an instruction from the Registrar to fix something. It tells you why the corporation is receiving it, what has to be done, and the timeframe for doing it. There is no standard deadline: yours is written on your notice.

What a compliance notice is

What the Act says

“A compliance notice is an instruction to a corporation to fix something.”

The notice sets out “a description of why the corporation is getting a notice”, “instructions on how to meet the requirements of the notice”, and “a timeframe for meeting the requirements”.

What that means

Three things follow, and the third is the one people miss:

  • It is an instruction, not a penalty.
  • It tells you what to do — you are not expected to guess.
  • Its deadline is its own. Do not look for a standard period; read the date on your notice.

Checked against ORIC — Addressing compliance notices, .

Read the date first

Before anything else, find the timeframe in the notice and put it somewhere the whole board can see it. Everything on this page is less important than that date.

If the date is close and the corporation cannot realistically meet it, that is worth raising with ORIC before it passes. The Registrar’s stated preference is that corporations are given the opportunity to resolve lower-risk matters themselves. A corporation that engages with a notice is in a different position from one that ignores it.

What a notice can be about

A notice can address the corporation not complying with the CATSI Act or with its own rule book, an irregularity in the corporation’s affairs, or circumstances that exist or could develop that might lead to special administration.

Read that last category carefully, and calmly. It means the Registrar can act on a problembefore it becomes serious, so a notice on those grounds is closer to an early warning than a final step.

Why it matters that you act on it

Failing to comply with a compliance notice is one of the grounds on which a special administrator can be appointed to a corporation. The consequences follow from not acting, not from receiving the notice.

What actually happens, step by step

The Registrar has published this process, and it is worth knowing when you are the one holding the notice. The most useful part is the first step, because most people do not know it exists.

  1. You usually see a draft first. Before issuing a final notice the Registrar will usually give the corporation the chance to review a draft and make comments about what it says — normally allowing 14 days to reply in writing. Those comments are taken into account in deciding whether a final notice is issued at all, and what it says. It is the step where a corporation has the most influence, and the one boards most often miss.
  2. The notice sets out the problem and the fix. The first part lists what the Registrar suspects: non-compliance with the Act or your rule book, an irregularity, or circumstances that could lead to special administration. The second part sets out in detail what you have to do about it, with timeframes.
  3. It is a public document. Compliance notices are published on the Registrar’s website. Worth knowing before a funder or a member asks you about it.
  4. The Registrar monitors your progress against the actions and timeframes in the notice. That period is called the monitoring period.
  5. If you do the work, it ends — visibly. Once the Registrar is satisfied the actions are complete, they write to the corporation to say the monitoring period has ended, and that document is published too. The public record shows the matter closed as well as the notice.

And if the corporation does not act

If the Registrar considers a corporation has failed to take the required actions, two things are open to them:

  • Call a general meeting of the members to report those concerns directly to the membership.
  • Issue a show cause notice, asking the corporation to explain why it should not be placed under special administration.

The Registrar is also not required to wait for the notice period to run out. Having issued a compliance notice, they may take other action under the CATSI Act at any point if they think it appropriate.

All of which is the case for acting early. Everything above is avoidable at step one, and the corporations that come out of this well are the ones that engaged with the draft.

You can ask for the decision to be reconsidered

A decision to issue a compliance notice is a reviewable decision. A person whose interests are affected can ask the Registrar for an internal reconsideration: in writing, setting out the reasons, and generally within 28 days of being notified of the decision. It is reviewed by someone who was not involved in making the original decision, and they may affirm it, vary it or set it aside.

Asking for a reconsideration and getting on with the work are not alternatives. The deadlines in the notice do not pause while a reconsideration is on foot.

Checked against ORIC — Policy statement PS-26: Compliance notices (February 2013), .

What to gather

Whatever the notice is about, these are usually what you need in front of you:

  • The notice itself, in full, including anything attached to it.
  • Your corporation’s rule book — a surprising number of notices concern the corporation’s own rules.
  • The relevant records — accounts, minutes, membership register, whichever the notice concerns.
  • Any earlier correspondence from ORIC. A notice rarely arrives without something before it.

When to get help

Some notices are straightforward and a board can deal with them directly. Get help early if the notice concerns the corporation’s accounts or reporting, if it refers to circumstances that could lead to special administration, if the board does not have the information it needs to answer, or if the timeframe is not achievable.

A corporation that asks for help a week before the date has fewer options than one that asks the week the notice arrives.

If your notice relates to reports that have not been lodged, start at overdue ORIC reports. That is the underlying problem, and fixing it is usually what the notice is asking for.

Talk to us about your notice

Frequently asked questions

How long do we have to respond to a compliance notice?

There is no single answer — the notice itself sets the timeframe for meeting its requirements. That is why the date on your notice matters more than anything you will read on a website. Find it first.

What is a compliance notice, in plain words?

An instruction from the Registrar to the corporation to fix something. It sets out why the corporation is receiving it and what has to be done to meet its requirements.

Does a compliance notice mean we are being punished?

No. It is an instruction to put something right, not a penalty. The serious consequences follow from not acting on it rather than from receiving it.

What happens if we do not comply with it?

Failing to comply with a compliance notice is one of the grounds on which a special administrator can be appointed to a corporation. That is precisely why the timeframe in the notice matters.

Should we reply ourselves or get help?

It depends entirely on what the notice asks for. Some are straightforward and a board can deal with them directly. Where the notice concerns the corporation’s accounts, reporting, or something the board does not have the information to answer, get help early rather than after the date has passed.