Corporations Amendment (Crowd-sourced Funding) Act 2017 (17 of 2017)
Schedule 2 Related amendments of corporate governance requirements
Corporations Act 2001
18 At the end of Subdivision A of Division 6 of Part 2M.4
Add:
328C Public company auditor (appointment of auditor when crowd-sourced funding concession ends)
(1) If a public company stops being covered under section 738ZI at a time, the directors of the company must appoint an auditor of the company within 1 month after that time, unless the company at a general meeting has appointed an auditor.
(2) An auditor appointed under subsection (1) holds office until the company's first AGM.
(3) A director of a company must take all reasonable steps to comply with, or to secure compliance with, subsection (1).
328D Public company auditor (appointment of auditor when $1 million raised using crowd-sourced funding)
(1) If the directors of a public company that is covered under section 738ZI become aware that the company has raised $1 million or more from all CSF offers, the directors of the company must appoint an auditor of the company within 1 month after becoming so aware, unless the company at a general meeting has appointed an auditor.
(2) An auditor appointed under subsection (1) holds office in accordance with section 328E.
(3) A director of a company must take all reasonable steps to comply with, or to secure compliance with, subsection (1).
328E Crowd-sourced funding - period of office
(1) This section applies to an auditor appointed as auditor of a company, if the company was covered under section 738ZI at the time the auditor was appointed.
Note: This section applies to an auditor appointed under section 327C, 327D, 327E, 327F or 328D if the company was covered under section 738ZI at the time the auditor was appointed.
(2) The auditor holds office until the auditor:
(a) dies; or
(b) is removed, or resigns, from office in accordance with section 329; or
(c) ceases to be capable of acting as auditor because of Division 2 of this Part; or
(d) ceases to be auditor under subsection (3), (4) or (5);
unless the company's first AGM occurs first.
(3) An individual auditor ceases to be auditor of a company under this subsection if:
(a) on a particular day (the start day ), the individual auditor:
(i) informs ASIC of a conflict of interest situation in relation to the company under subsection 324CA(1A); or
(ii) informs ASIC of particular circumstances in relation to the company under subsection 324CE(1A); and
(b) the individual auditor does not give ASIC a notice, before the notification day (see subsection (6) of this section), that that conflict of interest situation has, or those circumstances have, ceased to exist before the end of the period (the remedial period ) of 21 days, or such longer period as ASIC approves in writing, from the start day.
(4) An audit firm ceases to be auditor of a company under this subsection if:
(a) on a particular day (the start day ), ASIC is:
(i) informed of a conflict of interest situation in relation to the company under subsection 324CB(1A); or
(ii) informed of particular circumstances in relation to the company under subsection 324CF(1A); and
(b) ASIC has not been given a notice on behalf of the audit firm, before the notification day (see subsection (6) of this section), that that conflict of interest situation has, or those circumstances have, ceased to exist before the end of the period (the remedial period ) of 21 days, or such longer period as ASIC approves in writing, from the start day.
(5) An audit company ceases to be auditor of a company under this subsection if:
(a) on a particular day (the start day ), ASIC is:
(i) informed of a conflict of interest situation in relation to the company under subsection 324CB(1A) or 324CC(1A); or
(ii) informed of particular circumstances in relation to the company under subsection 324CF(1A) or 324CG(1A) or (5A); and
(b) ASIC has not been given a notice on behalf of the audit company, before the notification day (see subsection (6) of this section), that that conflict of interest situation has, or those circumstances have, ceased to exist before the end of the period (the remedial period ) of 21 days, or such longer period as ASIC approves in writing, from the start day.
(6) The notification day is:
(a) the last day of the remedial period; or
(b) such later day as ASIC approves in writing (whether before or after the remedial period ends).
(7) If an audit firm ceases to be the auditor of a company under subsection (2) at a particular time, each member of the firm who:
(a) is taken to have been appointed as an auditor of the company under subsection 324AB(1) or 324AC(4); and
(b) is an auditor of the company immediately before that time;
ceases to be an auditor of the company at that time.