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CORPORATIONS ACT 2001 - SECT 285

Overview of obligations under this Chapter

Obligations under this Chapter--companies, registered schemes and disclosing entities

             (1)  Under this Chapter, all companies, registered schemes 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:

 

Annual financial reporting for companies, registered schemes 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). 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

Unless the report relates to a company limited by guarantee, a concise financial report may be provided to members instead of the full financial statements (subsections 314(1) and (2)). 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).

Companies that have the benefit of the grandfathering in the relevant Part 10.1 transitionals do not have to lodge.

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

          (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

             (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

             (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 notified foreign passport funds

             (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.



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