What ASIC means by a special purpose company
The Australian Securities and Investments Commission (ASIC) charges every registered company an annual review fee to keep its registration current. For most companies that fee is $329 in the 2025–26 financial year. A narrow category of companies pays a much lower amount — $67 — because their constitution limits them to a single, ASIC-recognised purpose. These are known as special purpose companies.
The discount is not something you opt into at registration by ticking a box on the application. It is a status that flows from the company's constitution. If the constitution restricts the company to one of three qualifying activities, and the company in fact only does that activity, ASIC accepts the reduced fee. The moment the constitution is broader, or the activity broadens, the company pays the full standard rate.
The practical effect is that special purpose status saves $254 a year compared with a standard proprietary company. Over a typical ten-year structure that is more than $2,500 — meaningful for a trustee company or self-managed super fund (SMSF) trustee that holds no income-producing assets of its own.
Special purpose company
A Pty Ltd company whose constitution restricts it to one of three activities ASIC recognises as a 'special purpose': sole-purpose SMSF trustee, trustee of a licensed superannuation entity, or home unit company. The annual review fee in 2025–26 is $67 instead of $329.
The three qualifying categories
ASIC defines exactly three special purpose categories under the Corporations (Review Fees) Regulations. A company must fit cleanly within one of them — the rule set is not a sliding scale.
Most special purpose companies in Australia fall into the first category because the SMSF sector is large. The second category is rare and tightly regulated. The third is a legacy category created decades ago to support strata-title housing. None of these are routes a trading business should look to use.
1. Sole-purpose SMSF trustee
This is by far the most common qualifying category. The company exists for one reason only: to act as corporate trustee for a self-managed super fund regulated by the Australian Taxation Office (ATO). The constitution must restrict the company to acting as trustee of a fund that meets the sole purpose test under section 62 of the Superannuation Industry (Supervision) Act 1993 — that is, a fund maintained solely to provide retirement benefits to members.
If the same company also acts as trustee for a discretionary family trust, runs a small consulting business on the side, or holds any other asset in its own name, it loses special purpose status. It becomes a standard Pty Ltd and pays $329 a year.
2. Trustee of a regulated superannuation entity
This category covers companies that act as trustee of a licensed superannuation entity that is not an SMSF — typically an Australian Prudential Regulation Authority (APRA) regulated fund. The company must hold a Registrable Superannuation Entity licence and exist solely to act in that capacity. In practice this is industry, retail, and corporate super fund trustees, not ordinary family structures.
3. Home unit company
A home unit company is one whose constitution restricts it to administering a building or group of buildings used wholly or predominantly for residential purposes by its members. Each shareholder holds a specific home unit through their shareholding. This is a pre-strata-title model that survives in older buildings, mostly in Sydney. New residential buildings today use strata title, which uses an owners corporation under state law rather than an ASIC-registered company.
Why ASIC charges less for these companies
The annual review fee is, in policy terms, a contribution to ASIC's cost of regulating the company. A trading company can take on customers, employ staff, accumulate debts, and create the kinds of disclosure and solvency risks ASIC has to monitor. A special purpose company by definition cannot do any of that — its constitution forbids it.
A sole-purpose SMSF trustee, for example, holds the fund's assets in the name of the company, but the assets belong beneficially to the fund's members. The company itself has no creditors, no employees, and no trading activity. The same logic applies to home unit companies and licensed super trustees. ASIC's monitoring burden is genuinely lower, so the fee is genuinely lower.
The flip side is that ASIC takes the limits seriously. If a special purpose company starts behaving like a trading company, the discount is the first thing that goes.
What disqualifies a company from the discount
Special purpose status is binary. You either meet the test or you do not. Common ways companies lose it include:
- Acting as trustee for more than one trust where the second trust is not a complying super fund (for example, a family discretionary trust in addition to the SMSF).
- Carrying on any trading activity in the company's own name, even occasionally — invoicing for services, employing a contractor, or holding a business name.
- Owning assets beneficially (rather than as bare trustee for the fund), such as a car, a brokerage account, or office equipment registered to the company.
- Having a constitution that permits activities beyond the special purpose, even if the company has not yet undertaken those activities.
- Failing the sole purpose test under section 62 of the Superannuation Industry (Supervision) Act 1993 for the underlying SMSF.
Constitutional drafting matters
A generic Pty Ltd constitution from a template service will not deliver special purpose status. The constitution needs the specific restriction clauses ASIC accepts. Trustee companies set up through Structly use a constitution drafted for sole-purpose SMSF trustee use.
Annual review fees compared
Here is how the 2025–26 ASIC fee schedule treats a standard proprietary company versus a special purpose one. These figures come directly from ASIC's annual fee tables and are indexed each 1 July.
Late lodgement fees apply to both categories at the same rates. If you lodge or pay the annual review more than a month late, ASIC charges $411 in 2025–26, regardless of which category the company sits in.
ASIC fees for a proprietary company in 2025–26
| Fee | Standard Pty Ltd | Special purpose company |
|---|---|---|
| Annual review fee | $329 | $67 |
| Late fee (1–28 days) | $98 | $98 |
| Late fee (over 28 days) | $411 | $411 |
| Saving per year | — | $254 |
What happens if a special purpose company later trades
Sometimes a trustee company is set up for an SMSF and, years later, the same people decide to use it to invoice consulting work, run a small business, or hold a non-super investment. The moment that happens the company is no longer special purpose. It is a standard Pty Ltd and ASIC's full $329 annual review fee applies from the next review date.
There is also a deeper problem. Mixing trustee duties with trading activity is a poor idea regardless of the fee. The corporate trustee's assets become exposed to trading creditors, and the separation between the SMSF and the members' other affairs starts to blur. The ATO can take a dim view of this when it audits the fund, and a breach of the sole purpose test can put the SMSF's compliance status — and its concessional tax treatment — at risk.
The clean approach is to set up a second company for trading and keep the trustee company doing only what its constitution allows. Talk to your accountant or solicitor before reusing a trustee company for any non-trust activity.
How Structly handles special purpose registrations
When you register a Trustee Company through Structly, the constitution is drafted as a sole-purpose SMSF trustee company by default. That means the company is set up with the right restriction clauses from day one, and ASIC will accept the $67 annual review fee in your first review year and every year after — for as long as the company stays within its purpose.
The package is $699, which includes the $611 ASIC company registration fee, the constitution, member and consent documents, share certificates, and the company register. The first annual review notice arrives roughly twelve months after registration; at that point you pay ASIC the $67 special purpose fee directly, or have your accountant handle it.
Stanley can help you check whether a trustee company is the right structure for your SMSF before you start the registration.