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Corporations Act. Australia
Читать онлайн.Название Corporations Act
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isbn 9785392086429
Автор произведения Australia
Жанр Юриспруденция, право
Издательство Проспект
ASIC
ASIC has power to inspect the records. It also has power under subsection 289(3) of this Act to call for the production of financial records kept outside this jurisdiction.
Part 2M.3 — Financial reporting
Division 1 — Annual financial reports and directors’ reports
292 Who has to prepare annual financial reports and directors’ reports
(1) 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.
Note: This Chapter only applies to disclosing entities incorporated or formed in Australia (see subsection 285(2)).
Small proprietary companies
(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
(ii) a company, registered scheme or disclosing entity.
The rest of this Part does not apply to any other small proprietary company.
Small companies limited by guarantee
(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.
293 Small proprietary company — shareholder direction
(1) Shareholders with at least 5 % of the votes in a small proprietary company may give the company a direction to:
(a) prepare a financial report and directors’ report for a financial year; and
(b) send them to all shareholders.
(2) The direction must be:
(a) signed by the shareholders giving the direction; and
(b) made no later than 12 months after the end of the financial year concerned.
(3) The direction may specify all or any of the following:
(a) that the financial report does not have to comply with some or all of the accounting standards;
(b) that a directors’ report or a part of that report need not be prepared;
(c) that the financial report is to be audited.
294 Small proprietary company — ASIC direction
(1) ASIC may give a small proprietary company a direction to comply with requirements of this Division and Divisions 3, 4, 5 and 6 for a financial year.
(1A) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(2) The direction may be general or may specify the particular requirements that the company is to comply with.
(3) The direction must specify the date by which the documents have to be prepared, sent or lodged. The date must be a reasonable one in view of the nature of the direction.
(4) The direction must:
(a) be made in writing; and
(b) specify the financial year concerned; and
(c) be made no later than 6 years after the end of that financial year.
294A Small company limited by guarantee — member direction
(1) Members with at least 5 % of the votes in a small company limited by guarantee may give the company a direction to:
(a) prepare a financial report and directors’ report for a financial year; and
(b) send them to members who have elected to receive them under section 316A.
(2) The direction must be:
(a) signed by the members giving the direction; and
(b) made no later than 12 months after the end of the financial year concerned.
(3) The direction may specify all or any of the following:
(a) that the financial report does not have to comply with some or all of the accounting standards;
(b) that a directors’ report or a part of that report need not be prepared;
(c) that the financial report is to be audited or reviewed.
294B Small company limited by guarantee — ASIC direction
(1) ASIC may give a small company limited by guarantee a direction to comply with the requirements of this Division and Divisions 3, 4, 5 and 6 for a financial year.
(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.
(3) The direction may be general or may specify the particular requirements that the company is to comply with.
(4) The direction must specify the date by which the documents have to be prepared, sent or lodged. The date must be a reasonable one in view of the nature of the direction.
(5) The direction must:
(a) be made in writing; and
(b) specify the financial year concerned; and
(c) be made no later than 6 years after the end of that financial year.
(6) A direction given under subsection (1) is not a legislative instrument.
295 Contents of annual financial report
Basic contents
(1) The financial report for a financial year consists of:
(a) the financial statements for the year; and
(b) the notes to the financial statements; and
(c) the directors’ declaration about the statements and notes.
Financial statements
(2) The financial statements for the year are:
(a) unless paragraph (b) applies — the financial statements in relation to the company, registered scheme or disclosing entity required by the accounting standards; or
(b) if the accounting standards require the company, registered scheme or disclosing entity to prepare financial statements in relation to a consolidated entity — the financial statements in relation to the consolidated entity required by the accounting standards.
Notes to financial statements
(3) The notes to the financial statements are:
(a) disclosures required by the regulations; and
(b) notes required by the accounting standards; and
(c) any other information necessary to give a true and fair view (see section 297).
Directors’ declaration
(4)