Corporations Act - Australia

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company limited by guarantee.

      No obligation to do any of the following unless required to do so under a member direction or ASIC direction:

      • prepare a financial report;

      • prepare a directors’ report;

      • have financial report audited;

      • notify members of reports.

      Sections 292, 301 and 316A

      2

      Company limited by guarantee with annual revenue or, if part of a consolidated entity, annual consolidated revenue of less than $1 million.

      Must prepare a financial report.

      Must prepare a directors’ report, although less detailed than that required of other companies.

      Need not have financial report audited unless a Commonwealth company, or a subsidiary of a Commonwealth company or Commonwealth authority. If the company does not have financial report audited, it must have financial report reviewed.

      Must give reports to any member who elects to receive them.

      Sections 292, 298, 300B, 301, 316A

      3

      Company limited by guarantee with annual revenue or, if part of a consolidated entity, annual consolidated revenue of $1 million or more.

      Must prepare a financial report.

      Must prepare a directors’ report, although less detailed than that required of other companies.

      Must have financial report audited.

      Must give reports to any member who elects to receive them.

      Sections 292, 298, 300B, 301, 316A

      Part 2M.2 — Financial records

      286 Obligation to keep financial records

      (1) A company, registered scheme 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: Section 9 defines financial records.

      Period for which records must be retained

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

      Strict liability offences

      (3) An offence based on subsection (1) or (2) is an offence of strict liability.

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

      287 Language requirements

      (1) The financial records may be kept in any language.

      (2) 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.

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

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

      288 Physical format

      (1) 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.

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

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

      289 Place where records are kept

      (1) A company, registered scheme or disclosing entity may decide where to keep the financial records.

      Records kept outside this jurisdiction

      (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 or disclosing entity must give ASIC written notice in the prescribed form of the place where the information is kept.

      (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.

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

      (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.

      290 Director access

      Personal access

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

      Court order for inspection on director’s behalf

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

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

      (4) The Court may make any other orders it consider 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).

      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

      1

      section 247A

      members

      A member may apply to the Court for an order to inspect the records.

      2

      section 310

      auditor

      The auditor has a right of access to the records.

      3

      section 431

      controllers

      A controller of a corporation’s property (for example, a receiver or receiver and manager) has a right of access to the records.

      4

      sections 28

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