Corporations Act 2001

CHAPTER 2M - FINANCIAL REPORTS AND AUDIT  

PART 2M.1 - OVERVIEW  

Note: This Chapter applies to CCIVs with modifications: see Division 4 of Part 8B.4 .

SECTION 285   OVERVIEW OF OBLIGATIONS UNDER THIS CHAPTER  
Obligations under this Chapter - companies, registered schemes, registrable superannuation entities and disclosing entities

285(1)    


Under this Chapter, all companies, registered schemes, registrable superannuation entities and disclosing entities must keep financial records (see sections 286 - 291 ) - and some must prepare financial reports (see sections 292 - 323D ). All those that have to prepare financial reports have to prepare them annually; disclosing entities have to prepare half-year financial reports as well. The following table sets out what is involved in annual financial reporting:


Table
Table
Annual financial reporting for companies, registered schemes, registrable superannuation entities and disclosing entities
steps sections comments
1 prepare financial report s. 295 The financial report includes:
• financial statements
• disclosures and notes
• directors ' declaration.
2 prepare directors ' report s. 298 Unless the report relates to a company limited by guarantee, it has a general component (sections 299 and 299A ), a specific component (section 300 ) and a special component for listed companies (section 300A ) and registrable superannuation entities (section 300C ). See section 285A for an overview of the obligations of companies limited by guarantee.
3 have the financial report audited and obtain auditor ' s report s. 301 , 307 , 308 A small proprietary company preparing a financial report because it has CSF shareholders only has to have an audit if it has raised a total equal to or exceeding the CSF audit threshold from CSF offers. A small proprietary company preparing a financial report in response to a shareholder direction under section 293 usually only has to have an audit if the direction asks for it.
There are similar rules for companies limited by guarantee (see section 285A for an overview).
Under s 312 , officers must assist the auditor in the conduct of the audit.
ASIC may use its exemption powers under s 340 and 341 to relieve large proprietary companies from the audit requirements in appropriate cases (s 342(2) and (3) ).
4 provide the financial report, directors ' report and auditor ' s report to members s. 314 , 314AA Unless the report relates to a company limited by guarantee or a registrable superannuation entity, a concise financial report may be provided to members instead of the full financial statements (subsections 314(1) and (2) ). For registrable superannuation entities, see section 314AA . For deadline, see subsections 315(1) to (4) . See section 285A for an overview of the obligations of companies limited by guarantee.
5 lodge the financial report, directors ' report and auditor ' s report with ASIC s. 319 For deadline see s 319(3) .
6 [ public companies only] lay financial report, directors ' report and auditor ' s report before AGM s. 317 For the AGM deadline see s 250N .



Obligations under this Chapter - notified foreign passport funds

285(1A)    
Under this Chapter, all notified foreign passport funds must provide reports on financial matters to Australian members of the fund (see section 314A ) and to ASIC (see section 319 ).



Application to disclosing entities

285(2)    
This Chapter covers all disclosing entities:

(a)    

incorporated or formed in Australia; and

(b)    whether or not they are companies or registered schemes.



Application to registered schemes

285(3)    
For the purposes of applying this Chapter to a registered scheme:

(a)    the scheme ' s responsible entity is responsible for the performance of obligations in respect of the scheme; and

(b)    the directors and officers of the responsible entity are taken to be the directors and officers of the scheme; and

(c)    the debts incurred in operating the scheme are taken to be the debts of the scheme.

Application to registrable superannuation entities

285(3A)    


For the purposes of applying this Chapter to a registrable superannuation entity, the RSE licensee for the entity is responsible for the performance of obligations in respect of the entity (see section 345AAA ).

Application to notified foreign passport funds

285(4)    
For the purposes of applying this Chapter to a notified foreign passport fund:

(a)    the operator of the fund is responsible for the performance of obligations in respect of the fund; and

(b)    the debts incurred in operating the fund are taken to be the debts of the fund.



 

Disclaimer and notice of copyright applicable to materials provided by CCH Australia Limited

CCH Australia Limited ("CCH") believes that all information which it has provided in this site is accurate and reliable, but gives no warranty of accuracy or reliability of such information to the reader or any third party. The information provided by CCH is not legal or professional advice. To the extent permitted by law, no responsibility for damages or loss arising in any way out of or in connection with or incidental to any errors or omissions in any information provided is accepted by CCH or by persons involved in the preparation and provision of the information, whether arising from negligence or otherwise, from the use of or results obtained from information supplied by CCH.

The information provided by CCH includes history notes and other value-added features which are subject to CCH copyright. No CCH material may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy for your personal use only, provided you keep intact all copyright and other proprietary notices. In particular, the reproduction of any part of the information for sale or incorporation in any product intended for sale is prohibited without CCH's prior consent.