Corporations Act 2001

CHAPTER 9 - MISCELLANEOUS  

PART 9.2 - REGISTRATION OF AUDITORS  

Division 1 - Interpretation  

SECTION 1276  

1276   DEFINITIONS  
(Repealed by No 76 of 2023, s 3, Sch 2[601] (effective 20 October 2023).)

Division 2 - Registration  

SECTION 1279   APPLICATION FOR REGISTRATION AS AUDITOR  

1279(1)    
A natural person may make an application to ASIC for registration as an auditor.

1279(2)    

An application under this section:

(a) must be lodged with ASIC; and

(b) must contain such information as is prescribed in the regulations; and

(c) must be in the prescribed form.

SECTION 1280   REGISTRATION OF AUDITORS  

1280(2)    
Subject to this section, where an application for registration as an auditor is made under section 1279 , ASIC must grant the application and register the applicant as an auditor if:

(a)    

the applicant satisfies subsection (2A) or (2B) ; and

(b)    

ASIC is satisfied that the applicant has either:

(i) satisfied all the components of an auditing competency standard approved by ASIC under section 1280A ; or

(ii) had such practical experience in auditing as is prescribed; and

(c)    ASIC is satisfied that the applicant is capable of performing the duties of an auditor and is otherwise a fit and proper person to be registered as an auditor;

but otherwise ASIC must refuse the application.

1280(2A)    

The applicant satisfies this subsection if the applicant:

(a)    holds a degree, diploma or certificate from a prescribed university or another prescribed institution in Australia; and

(b)    has, in the course of obtaining that degree, diploma or certificate, passed examinations in such subjects, under whatever name, as the appropriate authority of the university or other institution certifies to ASIC to represent a course of study:

(i) in accountancy (including auditing) of not less than 3 years duration; and

(ii) in commercial law (including company law) of not less than 2 years duration; and

(c)    has satisfactorily completed a course in auditing prescribed by the regulations for the purposes of this paragraph.

1280(2B)    

The applicant satisfies this subsection if the applicant has other qualifications and experience that, in ASIC ' s opinion, are equivalent to the requirements mentioned in subsection (2A) .

1280(3)    
ASIC must not register as an auditor a person who is disqualified from managing corporations under Part 2D.6 .

1280(4)    

Subject to subsection (8) , ASIC may refuse to register as an auditor a person who is not resident in Australia or New Zealand.

1280(5)    
Where ASIC grants an application by a person for registration as an auditor, ASIC must cause to be issued to the person a certificate by ASIC stating that the person has been registered as an auditor and specifying the day on which the application was granted.

1280(7)    
A registration under this section is taken to have taken effect at the beginning of the day specified in the certificate as the day on which the application for registration was granted and remains in force until:

(a)    the registration is cancelled by ASIC or the Board; or

(b)    the person who is registered dies.

1280(8)    
ASIC must not refuse to register a person as an auditor unless ASIC has given the person an opportunity to appear at a hearing before ASIC and to make submissions and give evidence to ASIC in relation to the matter.

1280(9)    
Where ASIC refuses an application by a person for registration as an auditor, ASIC must, not later than 14 days after the decision, give to the person a notice in writing setting out the decision and the reasons for it.

SECTION 1280A   APPROVAL OF AUDITING COMPETENCY STANDARD  

1280A(1)    
ASIC may, on application by any person, approve an auditing competency standard for the purposes of paragraph 1280(2) (b). The approval must be in writing.

1280A(2)    
If, on application by a person, ASIC approves an auditing competency standard under subsection (1), ASIC may, on application by that person, approve a variation of the standard. The approval must be in writing.

1280A(3)    
ASIC must not approve an auditing competency standard, or a variation of an auditing competency standard, unless it is satisfied that:

(a) the standard, or the standard as proposed to be varied, provides that a person's performance against each component of the standard is to be appropriately verified by a person who:

(i) is a registered company auditor; and

(ii) has sufficient personal knowledge of the person's work to be able to give that verification; and

(b) the standard, or the standard as proposed to be varied, is not inconsistent with this Act or any other law of the Commonwealth under which ASIC has regulatory responsibilities; and

(c) the standard adequately addresses the level of practical experience needed for registration as a company auditor; and

(d) the standard is harmonised to the greatest extent possible with other approved auditing competency standards.

1280A(4)    
ASIC may revoke an approval of an auditing competency standard:

(a) on application by the person who applied for the approval; or

(b) if ASIC is no longer satisfied as mentioned in subsection (3).

The revocation must be in writing.

1280A(5)    

An approval, an approval of a variation, and a revocation of an approval, of an auditing competency standard are legislative instruments.

SECTION 1281   AUDITOR-GENERAL TAKEN TO BE REGISTERED AS AUDITOR  

1281(1)   [ Auditor-General]  

A person who holds office as, or is for the time being exercising the powers and performing the duties of:

(a) the Auditor-General; or

(b) the Auditor-General of a State or Territory in this jurisdiction;

is taken, despite any other provision of this Part, to be registered as an auditor.

1281(2)   [ Delegate]  

A person to whom the Auditor-General of the Commonwealth, or of a State or Territory, delegates:

(a) the function of conducting an audit; or

(b) the power to conduct an audit;

is taken to be registered as an auditor under this Part for the purposes of applying Chapter 2M to the audit.

SECTION 1282  

1282   REGISTRATION OF LIQUIDATORS  
(Repealed by No 11 of 2016, s 3, Sch 2 [ 220] (effective 1 March 2017).)

SECTION 1283  

1283   REGISTRATION OF OFFICIAL LIQUIDATORS  
(Repealed by No 11 of 2016, s 3, Sch 2 [ 220] (effective 1 March 2017).)

SECTION 1284  

1284   INSURANCE TO BE MAINTAINED BY LIQUIDATORS  
(Repealed by No 11 of 2016, s 3, Sch 2 [ 220] (effective 1 March 2017).)

SECTION 1285   REGISTER OF AUDITORS  

1285(1)    
ASIC must cause a Register of Auditors to be kept for the purposes of this Act and must cause to be entered in the Register in relation to a person who is registered as an auditor:

(a)    the name of the person; and

(b)    the day on which the application by that person for registration as an auditor was granted; and

(c)    the address of the principal place where the person practises as an auditor and the address of the other places (if any) at which he or she so practises; and

(d)    if the person practises as an auditor as a member of a firm or under a name or style other than his or her own name - the name of that firm or the name or style under which he or she so practises; and

(e)    particulars of any suspension of the person ' s registration, under Division 2 , as an auditor and of any action taken in respect of the person under paragraph 1292(9)(a) , (b) or (c) ;

and may cause to be entered in the Register in relation to a person who is registered as an auditor such other particulars as ASIC considers appropriate.

1285(2)    
Where a person ceases to be registered as an auditor, ASIC must cause to be removed from the Register of Auditors the name of the person and any other particulars entered in the Register in relation to that person.

1285(3)    
A person may inspect and make copies of, or take extracts from, the Register of Auditors.

SECTION 1286  

1286   REGISTERS OF LIQUIDATORS AND OFFICIAL LIQUIDATORS  
(Repealed by No 11 of 2016, s 3, Sch 2 [ 221] (effective 1 March 2017).)

SECTION 1287   NOTIFICATION OF CERTAIN MATTERS  

1287(1)    
Where:

(a)    a person who is a registered company auditor ceases to practise as an auditor; or

(b)    a change occurs in any matter particulars of which are required by paragraph 1285(1)(a) , (c) or (d) to be entered in the Register of Auditors in relation to a person who is a registered company auditor;

the person must, not later than 21 days after the occurrence of the event concerned, lodge, in the prescribed form, particulars in writing of that event.

1287(2) - (3)    
(Repealed by No 11 of 2016, s 3, Sch 2 [ 222].)

1287(4)    
If a person who is registered as an auditor is disqualified from managing corporations under Part 2D.6 , then, within a period of 3 days after they become disqualified, they must lodge written particulars in the prescribed form of the circumstances because of which they become disqualified.

SECTION 1287A   ANNUAL STATEMENTS BY REGISTERED COMPANY AUDITORS  

1287A(1)   [ Annual lodgment]  

A person who is a registered company auditor must, within one month after the end of:

(a) the period of 12 months beginning on the day on which the person's registration begins; and

(b) each subsequent period of 12 months;

lodge with ASIC a statement in respect of that period.

1287A(1A)   [ Contents]  

A statement under subsection (1):

(a) must contain such information as is prescribed in the regulations; and

(b) must be in the prescribed form.

1287A(2)   [ Extension of deadline]  

ASIC may, on the application of the person made before the end of the period for lodging a statement under subsection (1), extend, or further extend, that period.

SECTION 1288  

1288   ANNUAL STATEMENTS BY REGISTERED LIQUIDATORS  
(Repealed by No 11 of 2016, s 3, Sch 2 [ 224] (effective 1 March 2017).)

SECTION 1289   AUDITORS AND OTHER PERSONS TO ENJOY QUALIFIED PRIVILEGE IN CERTAIN CIRCUMSTANCES  

Qualified privilege for auditor

1289(1)    
An auditor has qualified privilege in respect of:

(a) a statement that the auditor makes (orally or in writing) in the course of the auditor ' s duties as auditor; or

(b) a statement that the auditor makes (orally or in writing) on:

(i) a directors ' report under section 298 or 306 ; or

(ii) a statement, report or other document that is taken, for any purpose, to be part of that report; or

(c) notifying ASIC of a matter under section 311 ; or

(d) a disclosure made by the auditor in response to a notice given to the auditor under subsection 30A(1) or 225A(5) of the ASIC Act.

Note: If the auditor is an audit company, the company has qualified privilege under this subsection in respect of statements made, and notices given, by individuals on behalf of the company if those statements and notices can be properly attributed to the company.

Qualified privilege for registered company auditor acting on behalf of audit company

1289(2)    
If the auditor is an audit company, a registered company auditor acting on behalf of the company has qualified privilege in respect of:

(a) a statement that the registered company auditor makes (orally or in writing) in the course of the performance, on the behalf of the company, of the company ' s duties as auditor; or

(b) a statement that the registered company auditor makes (orally or in writing), on behalf of the company, on:

(i) a directors ' report under section 298 or 306 ; or

(ii) any statement, report or other document that is taken, for any purpose, to be part of that report; or

(c) a notification of a matter that the registered company auditor gives ASIC, on behalf of the company, under section 311 ; or

(d) a disclosure made by the registered company auditor in response to a notice given to the audit company under subsection 225A(5) of the ASIC Act.

Extent of auditor ' s duties - answering questions put to auditor by members

1289(3)    
For the purposes of this section, an auditor ' s duties as auditor include:

(a) answering questions put to the auditor (or the auditor ' s representative) at an AGM; and

(b) providing answers to questions that are submitted to the auditor under section 250PA .

Qualified privilege for person representing auditor at AGM

1289(4)    
A person who represents an auditor at an AGM has qualified privilege in respect of any statement that the person makes in the course of representing the auditor at that AGM.

Qualified privilege for subsequent publication

1289(5)    
A person has qualified privilege in respect of the publishing of a document that:

(a)    is prepared by an auditor in the course of the auditor ' s duties; or

(b)    required by or under this Act to be lodged (whether or not the document has been lodged).

1289(6)    
A person has qualified privilege in respect of the publishing of any statement:

(a) made by an auditor as mentioned in subsection (1); or

(b) made by a registered company auditor as mentioned in subsection (2); or

(c) made by a person as mentioned in subsection (4).

Division 2A - Conditions on registration of auditors  

SECTION 1289A   ASIC MAY IMPOSE CONDITIONS ON REGISTRATION  

1289A(1)   [ Regulations]  

Under this section, ASIC may impose only conditions of a kind specified in the regulations.

1289A(2)   [ Written notice]  

Subject to this section, ASIC may, at any time, by giving written notice to a person registered as an auditor:

(a) impose conditions, or additional conditions, on their registration; and

(b) vary or revoke conditions imposed on their registration.

1289A(3)   [ Application by ASIC or auditor]  

ASIC may do so:

(a) on its own initiative; or

(b) if the registered company auditor lodges with ASIC an application for ASIC to do so, which is accompanied by the documents, if any, required by regulations made for the purposes of this paragraph.

Note: For fees in respect of lodging applications, see Part 9.10 .

1289A(4)   [ Opportunity to be heard]  

Except where conditions are varied on the application of the registered company auditor, ASIC may only impose conditions or additional conditions, or vary the conditions, on registration after giving the auditor an opportunity:

(a) to appear, or be represented, at a hearing before ASIC that takes place in private; and

(b) to make submissions to ASIC in relation to the matter.

This subsection does not apply to ASIC imposing conditions at the time when the applicant is registered.

Division 3 - Cancellation or suspension of registration  

SECTION 1290   CANCELLATION AT REQUEST OF REGISTERED PERSON  

1290(1)    

Where a person who is registered as an auditor requests ASIC to cancel his or her registration, ASIC may cancel the registration of that person as an auditor.

1290(2)    
A decision of ASIC under subsection (1) to cancel the registration of a person as an auditor comes into effect as soon as practicable upon the making of the decision.

SECTION 1291  

1291   IMMEDIATE SUSPENSION OR CANCELLATION  

ASIC may cancel or suspend a person ' s registration as an auditor if:

(a) the person is liable to pay levy imposed by the ASIC Supervisory Cost Recovery Levy Act 2017 ; and

(b) the following have not been paid in full at least 12 months after the due date for payment:

(i) an amount of levy (if any) payable in respect of the person;

(ii) an amount of late payment penalty payable (if any) in relation to the levy;

(iii) an amount of shortfall penalty payable (if any) in relation to the levy.

Note: See section 1298 for the effect of suspension.

SECTION 1291A   NOTICE OF SUSPENSION OR CANCELLATION  

Application of this section

1291A(1)    
This section applies if ASIC decides under section 1291 to suspend or cancel the registration of a person as an auditor.

ASIC must give notice of decision

1291A(2)    
ASIC must, within 10 business days after making the decision, give a written notice setting out the decision, and the reasons for the decision.

When decision comes into effect

1291A(3)    
The decision comes into effect on the day after the notice is given to the person.

Failure to give notice does not affect validity of decision

1291A(4)    
A failure by ASIC to give the notice under subsection (2) within 10 business days does not affect the validity of the decision.

SECTION 1291B   ASIC MAY VARY OR REVOKE SUSPENSION  

1291B(1)    
This section applies if ASIC has suspended the registration of a person as an auditor under section 1291.

1291B(2)    
ASIC may at any time vary or revoke the suspension by giving written notice to the person.

SECTION 1292   POWERS OF BOARD IN RELATION TO AUDITORS  

1292(1)    

The Board may, if it is satisfied on an application by ASIC or APRA for a person who is registered as an auditor to be dealt with under this section that, before, at or after the commencement of this section:

(a)    

the person has:

(ia) contravened section 324DB ; or

(i) contravened section 1287A ; or

(iaa) failed to comply with a condition of the person ' s registration as an auditor; or

(ii) ceased to be resident in Australia or New Zealand; or

(b)    

the person either:

(i) has not performed any audit work during a continuous period of not less than 5 years; or

(ii) has not performed any significant audit work during a continuous period of not less than 5 years;

and, as a result, has ceased to have the practical experience necessary for carrying out audits for the purposes of this Act; or

(d)    the person has failed, whether in or outside this jurisdiction, to carry out or perform adequately and properly:

(i) the duties of an auditor; or

(ii) any duties or functions required by an Australian law to be carried out or performed by a registered company auditor;

or is otherwise not a fit and proper person to remain registered as an auditor;

by order, cancel, or suspend for a specified period, the registration of the person as an auditor.

1292(1A)    

In determining for the purposes of subparagraph (1)(b)(ii) whether audit work performed by a person is significant, have regard to:

(a)    the nature of the audit; and

(b)    the extent to which the person was involved in the audit; and

(c)    the level of responsibility the person assumed in relation to the audit.

1292(2) - (6)    
(Repealed by No 11 of 2016, s 3, Sch 2 [ 230] (effective 1 March 2017).)

1292(7)    

The Board must, if it is satisfied on an application by ASIC or APRA for a person who is registered as an auditor to be dealt with under this section:

(a)    that the person is disqualified from managing corporations under Part 2D.6 ; or

(b)    that the person is incapable, because of mental infirmity, of managing his or her affairs;

by order, cancel theregistration of the person as an auditor.

1292(8)    
(Repealed by No 11 of 2016, s 3, Sch 2 [ 233] (effective 1 March 2017).)

1292(9)    

Where, on an application by ASIC or APRA for a person who is registered as an auditor to be dealt with under this section, the Board is satisfied that the person has failed to carry out or perform adequately and properly any of the duties or functions mentioned in paragraph (1)(d), or is otherwise not a fit and proper person to remain registered as an auditor the Board may deal with the person in one or more of the following ways:

(a)    by admonishing or reprimanding the person;

(b)    by requiring the person to give an undertaking to engage in, or to refrain from engaging in, specified conduct;

(c)    by requiring the person to give an undertaking to refrain from engaging in specified conduct except on specified conditions;

and, if a person fails to give an undertaking when required to do so under paragraph (b) or (c) , or contravenes an undertaking given pursuant to a requirement under that paragraph, the Board may, by order, cancel, or suspend for a specified period, the registration of the person as an auditor.

1292(10)    

The Board ' s powers under subsection (9) may be exercised in addition to, or in substitution for, the exercise of the Board ' s powers to cancel or suspend a registration under subsection (1) .

1292(11)    
The Board may exercise any of its powers under this Division in relation to a person as a result of conduct engaged in by the person whether or not that conduct constituted or might have constituted an offence, and whether or not any proceedings have been brought or are to be brought in relation to that conduct.

1292(12)    
This section has effect subject to section 1294 .

SECTION 1294   BOARD TO GIVE OPPORTUNITY FOR HEARING ETC.  

1294(1)    
The Board must not:

(a) cancel or suspend the registration of a person as an auditor; or

(b) deal with a person in any of the ways mentioned in subsection 1292(9);

unless the Board has given the person an opportunity to appear at a hearing held by the Board and to make submissions to, and adduce evidence before, the Board in relation to the matter.

1294(2)    

Where subsection (1) requires the Board to give a person an opportunity to appear at a hearing and to make submissions to, and bring evidence before, the Board in relation to a matter, the Board must give ASIC and APRA an opportunity to appear at the hearing and to make submissions to, and bring evidence before, the Board in relation to the matter.

SECTION 1294A   PRE-HEARING CONFERENCE  

1294A(1)   [ Chairperson may convene conferences]  

If subsection 1294(1) requires the Board to give a person an opportunity to appear at a hearing and to make submissions to, and bring evidence before, the Board in relation to a matter, the Chairperson of the Board may, if he or she considers that it would assist in the conduct of the hearing to do so, convene one or more conferences with the person.

1294A(2)   [ Attendees at conference]  

The Chairperson of the Board may allow any of the following persons to attend a conference:

(a) a representative of ASIC;

(b) a representative of APRA;

(c) any other person.

1294A(3)   [ Notice of conference]  

The Chairperson of the Board must give written notice of a conference to ASIC and APRA at least 14 days before the conference.

1294A(4)   [ What the chairperson may do at conference]  

At a conference, the Chairperson of the Board may, on behalf of the Board:

(a) fix a date or dates for the hearing; and

(b) give directions about the time within which submissions are to be made to the Board in relation to the matter; and

(c) give directions about the time within which evidence is to be brought before the Board in relation to the matter; and

(d) give directions as to the procedure to be followed at or in connection with the hearing.

SECTION 1295   BOARD MAY REMOVE SUSPENSION  

1295(1)    

Where a registration of a person as an auditor is suspended by the Board, the Board may, on an application by the person or of its own motion, by order, terminate the suspension.

1295(2)    
An order under subsection (1) has effect accordingly.

SECTION 1296   NOTICE OF BOARD ' S DECISION  

1296(1)    
Where the Board decides to exercise any of its powers under section 1292 in relation to a person, or decides that it is required to make an order under subsection 1292(7) in relation to a person, the Board must, within 14 days after the decision:

(a)    give to the person a notice in writing setting out the decision and the reasons for it; and

(b)    lodge a copy of the notice referred to in paragraph (a); and

(c)    cause to be published in the Gazette a notice in writing setting out the decision.

1296(1A)    

If:

(a)    the Board decides to exercise the power, or makes the order, on the basis of particular conduct engaged in by the person; and

(b)    the person engaged in that conduct in the course of participating in the conduct of an audit on behalf of an audit firm or audit company;

the notice under paragraph (1)(c) may identify the audit firm or audit company.

1296(1B)    

If the Board:

(a)    decides to exercise any of its powers under section 1292 in relation to a person; or

(b)    decides that it is required to make an order under subsection 1292(7) in relation to a person;

then, in addition to meeting the requirements of subsection (1), the Board may take such steps as it considers reasonable and appropriate to publicise:

(c)    the decision; and

(d)    the reasons for the decision.

Without limiting this, the Board may make the decision and reasons available on the internet.

1296(1C)    

If:

(a)    the Board decides to exercise the power under section 1292 , or makes the order under subsection 1292(7) , on the basis of particular conduct engaged in by the person; and

(b)    the person engaged in that conduct in the course of participating in the conduct of an audit on behalf of an audit firm or audit company;

a publication under subsection (1B) may identify the audit firm or audit company.

1296(2)    
Where the Board decides to refuse to exercise its powers under section 1292 in relation to a person, or decides that it is not required to make an order under subsection 1292(7) in relation to a person, the Board must, within 14 days after the decision:

(a)    give to the person a notice in writing setting out the decision and the reasons for it; and

(b)    lodge a copy of the notice referred to in paragraph (a).

1296(3)    
The validity of a decision of the Board is not affected by failure of the Board to comply with subsection (1) or (2), as the case requires, in relation to the decision.

SECTION 1297   TIME WHEN BOARD'S DECISION COMES INTO EFFECT  

1297(1)    

Subject to subsection (2) and to sections 41 and 44A of the Administrative Appeals Tribunal Act 1975 , an order made by the Board cancelling or suspending the registration of a person as an auditor comes into effect:

(a) at the end of the day on which there is given to the person a paragraph 1296(1)(a) notice of the decision pursuant to which the order is made; or

(b) at the end of such longer period (not exceeding 90 days) as the Board determines.

1297(2)    
Where the Board makes an order of a kind referred to in subsection (1), it may, in order to enable an application to be made to the Tribunal for review of the decision to make the order, determine that the order is not to come into effect until a specified time or until the happening of a specified event.

1297(3)    
The Board may at any time vary or revoke a determination made under subsection (2), including such a determination that has been varied at least once before.

1297(4)    
A determination in force under subsection (2) has effect accordingly.

SECTION 1298  

1298   EFFECT OF SUSPENSION  

A person whose registration as an auditor is suspended is, except for the purposes of subsection 1285(2), section 1287 (other than paragraph 1287(1)(a) ), section 1287A and this Division, taken not to be registered as an auditor so long as the registration is suspended.

SECTION 1298A  

1298A   TRANSFER OF BOOKS  
(Repealed by No 11 of 2016, s 3, Sch 2 [ 243] (effective 1 March 2017).)

Division 4 - Validation of approval of auditing competency standard  

SECTION 1298P   VALIDATION OF APPROVAL OF AUDITING COMPETENCY STANDARD  

1298P(1)    
This section applies, for the purposes of the laws of the Commonwealth (including this Act), in relation to the approval dated 24 November 2004 under section 1280A of an auditing competency standard (whether or not the approval is in force when this section commences).

1298P(2)    
The Legislation Act 2003 has effect, and is taken always to have had effect, as if:

(a) the approval had been lodged for registration immediately after the approval was given; and

(b) the approval had been registered immediately after it was lodged for registration; and

(c) any other requirement imposed by that Act in relation to the approval had been met.

1298P(3)    
However, this section does not affect rights or liabilities arising between parties to proceedings heard and finally determined by a court on or before the commencement of this section, to the extent that those rights or liabilities arose from, or were affected by, the approval.

Definitions

1298P(4)    
In this section:

lodge
has the same meaning as in the Legislation Act 2003 .

register
has the same meaning as in the Legislation Act 2003 .

SECTION 1298Q   COMPENSATION FOR ACQUISITION OF PROPERTY  

1298Q(1)    
If the operation of section 1298P would result in an acquisition of property from a person otherwise than on just terms, the Commonwealth is liable to pay a reasonable amount of compensation to the person.

1298Q(2)    
If the Commonwealth and the person do not agree on the amount of the compensation, the person may institute proceedings in the Federal Court for the recovery from the Commonwealth of such reasonable amount of compensation as the court determines.

1298Q(3)    
To avoid doubt, this section applies in relation to the operation of section 1298P instead of section 1350 .

1298Q(4)    
In this section:

acquisition of property
has the same meaning as in paragraph 51(xxxi) of the Constitution.

just terms
has the same meaning as in paragraph 51(xxxi) of the Constitution.