Corporations Act 2001
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Hide history noteCCH Note: The application of Division 1 is affected by the following legislative instruments that commenced or were amended on or after 1 January 2022: the ASIC Corporations (Externally-Administered Bodies) Instrument 2015/251.
For other legislative instruments or class orders before 1 January 2022 that affect the application of Division 1, please consult the legislative instruments or class orders directly. These are reproduced in the regulatory-resources section of the company-law practice area in CCH iKnowConnect.
Note: This Division applies to retail CCIVs with modifications: see Subdivision C of Division 4 of Part 8B.4 .
CCH Note: Section 292 is modified by the ASIC Corporations (Externally-Administered Bodies) Instrument 2015/251; and the ASIC Corporations (Financial Reporting by Stapled Entities) Instrument 2023/673.
A financial report and a directors ' report must be prepared for each financial year by: (a) all disclosing entities; and (b) all public companies; and (c) all large proprietary companies; and (d) all registered schemes; and (e) all registrable superannuation entities.
Note 1: This Chapter only applies to disclosing entities incorporated or formed in Australia (see subsection 285(2) ).
Note 2: Section 1232C extends this section to preparing annual financial reports and directors ' reports for sub-funds of retail CCIVs, and applies this Division accordingly.
Small proprietary companies.
292(2)
A small proprietary company has to prepare the financial report and directors ' report only if: (a) it is directed to do so under section 293 or 294 ; or (b) it was controlled by a foreign company for all or part of the year and it is not consolidated for that period in financial statements for that year lodged with ASIC by:
(i) a registered foreign company; or
(c) it has one or more CSF shareholders at any time during the financial year.
(ii) a company, registered scheme or disclosing entity; or
The rest of this Part does not apply to any other small proprietary company.
[ CCH Note: S 292(2) will be amended by No 69 of 2020, s 3, Sch 1[609], by substituting " the Registrar " for " ASIC " in para (b) (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
Small companies limited by guarantee.
292(3)
Despite subsection (1) , a small company limited by guarantee has to prepare the financial report and directors ' report only if it is directed to do so under section 294A or 294B . The rest of this Part does not apply to any other small company limited by guarantee.
Registrable superannuation entities
292(4)
The regulations may provide that a financial report prepared by a registrable superannuation entity must comply with prescribed requirements.
292(5)
The regulations may provide that a directors ' report prepared by a registrable superannuation entity must comply with prescribed requirements.
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