Corporations Act 2001

CHAPTER 2M - FINANCIAL REPORTS AND AUDIT  

PART 2M.2 - FINANCIAL RECORDS  

SECTION 286   OBLIGATION TO KEEP FINANCIAL RECORDS  

286(1)    

A company, registered scheme, registrable superannuation entity or disclosing entity must keep written financial records that:

(a)    correctly record and explain its transactions and financial position and performance; and

(b)    would enable true and fair financial statements to be prepared and audited.

The obligation to keep financial records of transactions extends to transactions undertaken as trustee.

Note 1: Section 9 defines financial records .

Note 2: Section 1232A extends this section to keeping financial records for sub-funds of retail and wholesale CCIVs, and applies this Part accordingly.

Period for which records must be retained

286(2)    
The financial records must be retained for 7 years after the transactions covered by the records are completed.

Fault-based offence

286(3)    

A person commits an offence if the person contravenes subsection (1) or (2) .

Strict liability offence

286(4)    

A person commits an offence of strict liability if the person contravenes subsection (1) or (2) .

SECTION 287   LANGUAGE REQUIREMENTS  

287(1)   [ Language]  

The financial records may be kept in any language.

287(2)   [ English translation]  

An English translation of financial records not kept in English must be made available within a reasonable time to a person who:

(a) is entitled to inspect the records; and

(b) asks for the English translation.

287(3)   [ Strict liability offence]  

An offence based on subsection (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 288   PHYSICAL FORMAT  

288(1)   [ Conversion of electronic records]  

If financial records are kept in electronic form, they must be convertible into hard copy. Hard copy must be made available within a reasonable time to a person who is entitled to inspect the records.

288(2)   [ Strict liability offence]  

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 289   PLACE WHERE RECORDS ARE KEPT  

289(1)    

A company, registered scheme, registrable superannuation entity or disclosing entity may decide where to keep the financial records.

Records kept outside this jurisdiction

289(2)    

If financial records about particular matters are kept outside this jurisdiction, sufficient written information about those matters must be kept in this jurisdiction to enable true and fair financial statements to be prepared. The company, registered scheme, registrable superannuation entity or disclosing entity must give ASIC written notice in the prescribed form of the place where the information is kept.

289(2A)    

An offence based on subsection (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

289(3)    

ASIC may direct a company, registered scheme, registrable superannuation entity or disclosing entity to produce specified financial records that are kept outside this jurisdiction.

289(4)    
The direction must:

(a)    be in writing; and

(b)    specify a place in this jurisdiction where the records are to be produced (the place must be reasonable in the circumstances); and

(c)    specify a day (at least 14 days after the direction is given) by which the records are to be produced.

SECTION 290   DIRECTOR ACCESS  
Personal access

290(1)    

A director of a company, registered scheme, registrable superannuation entity or disclosing entity has a right of access to the financial records at all reasonable times.

Note: Section 1232B extends this section to the directors of the corporate director of a retail or wholesale CCIV.

Court order for inspection on director ' s behalf

290(2)    
On application by a director, the Court may authorise a person to inspect the financial records on the director ' s behalf.

290(3)    
A person authorised to inspect records may make copies of the records unless the Court orders otherwise.

290(4)    
The Court may make any other orders it consider [ sic ] appropriate, including either or both of the following:

(a)    an order limiting the use that a person who inspects the records may make of information obtained during the inspection;

(b)    an order limiting the right of a person who inspects the records to make copies in accordance with subsection (3) .

SECTION 291  

291   SIGNPOSTS TO OTHER RELEVANT PROVISIONS  
The following table sets out other provisions that are relevant to access to financial records.

Other provisions relevant to access to financial records
		members
1	section 247A	A member may apply to the Court for an order to inspect the records.
		auditor
2	section 310	The auditor has a right of access to the records.
		controllers
3	section 431	A controller of a corporation's property (for example, a receiver or receiver and manager) has a right of access to the records.
		ASIC
4	sections 28 to 39 of the ASIC Act	ASIC has power to inspect the records. It also has power under subsection 289(3) of this Act to call for the production of financial records kept outside this jurisdiction.