Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 (103 of 2004)

Schedule 1   Audit Reform

Part 4   Registration of authorised audit companies

Corporations Act 2001

112   After Part 9.2

Insert:

Part 9.2A - Authorised audit companies

Division 1 - Registration

1299A Application for registration as authorised audit company

(1) A company may apply to ASIC for registration as an authorised audit company.

(2) An application under this section:

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

(b) must be in the prescribed form.

1299B Eligibility for registration as an authorised audit company

A company is eligible to be registered as an authorised audit company if and only if:

(a) each of the directors of the company:

(i) is a registered company auditor; and

(ii) is not disqualified from managing a corporation under Part 2D.6; and

(b) each share in the company is held and beneficially owned by a person who is:

(i) an individual; or

(ii) the legal personal representatives of an individual; and

(c) a majority of the votes that may be cast at a general meeting of the company attach to shares in the company that are held and beneficially owned by individuals who are registered company auditors; and

(d) ASIC is satisfied that the company has adequate and appropriate professional indemnity insurance for claims that may be made against the company in relation to the audit of companies and registered schemes for the purposes of this Act; and

(e) the company is not an externally-administered body corporate.

1299C Registration as authorised audit company

(1) ASIC must grant the application and register the company as an authorised audit company if the company is eligible to be registered as an authorised audit company. Otherwise ASIC must refuse the application.

(2) If ASIC grants the company's application, ASIC must issue to the company a certificate by ASIC stating that the company has been registered as an authorised audit company and specifying the day on which the application was granted.

(3) The company's registration under this section takes 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

(b) the company is wound up.

(4) ASIC must not refuse to register the company as an authorised audit company unless ASIC has given the company an opportunity to be represented at a hearing before ASIC and to make submissions and give evidence to ASIC in relation to the matter.

(5) If ASIC refuses the company's application, ASIC must, not later than 14 days after the decision, give to the company a notice in writing setting out the decision and the reasons for it.

1299D Registration may be subject to conditions

(1) The company's registration as an authorised audit company is subject to:

(a) the provisions of this Part; and

(b) the conditions or restrictions specified in the regulations; and

(c) any other conditions or restrictions determined by ASIC.

(2) ASIC may determine conditions or restrictions for the purposes of paragraph (1)(c) either at the time when the company is registered as an authorised audit company or subsequently.

(3) ASIC determines a condition or restriction by written notice to the company.

1299E Register of authorised audit companies

(1) ASIC must keep a Register of Authorised Audit Companies for the purposes of this Act.

(2) In relation to each authorised audit company, ASIC must enter in the Register:

(a) the name of the company; and

(b) the company's ACN or ABN; and

(c) the day on which the company's registration under section 1299C took effect; and

(d) the address of the company's registered office; and

(e) the address of the principal place where the company practises as an auditor and the address of the other places (if any) at which the company so practises; and

(f) the name and address of:

(i) each director of the company; and

(ii) each person who performs a chief executive officer function (within the meaning of section 295A) in relation to the company; and

(g) the details of any conditions or restrictions determined under paragraph 1299D(1)(c) in relation to the registration; and

(h) details of any suspension of the registration.

(3) ASIC may enter in the Register in relation to the company any other details that ASIC considers appropriate.

(4) If a company ceases to be registered as an authorised audit company, ASIC must remove the entry in relation to the company from the Register.

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

1299F Notification of certain matters

(1) An authorised audit company must notify ASIC if a condition or restriction to which the company's registration is subject is contravened.

(2) The notice under subsection (1) must:

(a) set out details of the contravention; and

(b) be given within 14 days after the company becomes aware of the contravention; and

(c) be lodged with ASIC in the prescribed form.

(3) An authorised audit company must notify ASIC if:

(a) details of a matter are required by subsection 1299E(2) to be entered in the Register of Authorised Audit Companies in relation to the company; and

(b) a change occurs in that matter while the company is registered as an authorised audit company.

(4) The notice under subsection (3) must:

(a) set out details of the change; and

(b) be given within 28 days after the change occurs; and

(c) be lodged with ASIC in the prescribed form.

(5) A company that applies for registration as an authorised audit company must notify ASIC if:

(a) details of a matter would be required by subsection 1299E(2) to be entered in the Register of Authorised Audit Companies in relation to the company if it were to be registered; and

(b) a change occurs in that matter before the application is granted or rejected.

(6) The notice under subsection (5) must:

(a) set out details of the change; and

(b) be given within 28 days after the change occurs; and

(c) be lodged with ASIC in the prescribed form.

1299G Annual statements by authorised audit company

(1) A company that is an authorised audit company must, within one month after the end of:

(a) the period of 12 months beginning on the day on which the company became registered as an authorised audit company; and

(b) each subsequent period of 12 months;

lodge with ASIC a statement in respect of that period.

(1A) A statement under subsection (1):

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

(b) must be in the prescribed form.

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

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

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

(4) A director of a company must take all reasonable steps to comply with, or to secure compliance with, subsection (1).

Division 2 - Cancellation or suspension of registration

1299H Cancellation at request of registered person

(1) ASIC may cancel a company's registration as an authorised audit company if the company requests ASIC to cancel the registration.

(2) ASIC must take the steps necessary to cancel the registration as soon as practicable after the request is made.

1299I Cancellation or suspension in other cases

ASIC may cancel or suspend a company's registration as an authorised audit company if:

(a) the company ceases to be eligible to be registered as an authorised audit company; or

(b) the company fails to meet conditions or observe restrictions imposed on the company's registration as an authorised audit company.

Note: See section 1299K for when the cancellation takes effect.

1299J Notice of cancellation or suspension

(1) If ASIC decides to cancel or suspend a company's registration as an authorised audit company under section 1299I, ASIC must, within 14 days after the decision:

(a) give to the company written notice setting out the decision and the reasons for it; and

(b) publish written notice of the decision in the Gazette.

(2) The validity of a decision by ASIC is not affected by a failure by ASIC to comply with subsection (1) in relation to the decision.

1299K Time when ASIC's decision comes into effect

(1) A decision by ASIC to cancel or suspend a company's registration as an authorised audit company comes into effect at the end of the day on which the company is given notice of the decision under paragraph 1299J(1)(a). This subsection has effect subject to subsection (2) and to sections 41 and 44A of the Administrative Appeals Tribunal Act 1975.

(2) ASIC may, in order to enable an application to be made to the Tribunal for review of the decision to cancel or suspend the registration, determine that the decision to cancel or suspend the company's registration as an authorised audit company is not to come into effect until:

(a) a specified time; or

(b) the happening of a specified event.

(3) ASIC 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.

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

1299L Effect of suspension

A company whose registration as an authorised audit company is suspended is, except for the purposes of subsection 1299E(4), sections 1299F and 1299G and this Division, taken not to be registered as an authorised audit company so long as the registration is suspended.

1299M Effect of cancellation

If a company's registration as an authorised audit company is cancelled (whether under section 1299H or 1299I), each appointment of the company as auditor for a company or registered scheme for the purposes of this Act that is in force on the day on which the cancellation decision takes effect is terminated at the end of that day.

Note: This means that the authorised audit company ceases to be auditor without resigning and that the position of auditor for the company or scheme will immediately become vacant unless there is another auditor who has been appointed, and who can continue to act, as auditor for the company or registered scheme.