Corporations Act - Australia

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a Commonwealth company for the purposes of the Commonwealth Authorities and Companies Act 1997;

      (ii) a subsidiary of a Commonwealth company for the purposes of that Act;

      (iii) a subsidiary of a Commonwealth authority for the purposes of that Act; and

      (b) one of the following is true:

      (i) the company is not required by the accounting standards to be included in consolidated financial statements and the revenue of the company for the financial year is less than $1 million;

      (ii) the company is required by the accounting standards to be included in consolidated financial statements and the consolidated revenue of the consolidated entity for the financial year is less than $1 million.

      (4) A small company limited by guarantee’s financial report for a financial year does not have to be audited or reviewed if:

      (a) the report is prepared in response to a member direction under section 294A; and

      (b) the direction does not ask for the audit or review.

      Division 2 — Half‑year financial report and directors’ report

      302 Disclosing entity must prepare half‑year financial report and directors’ report

      A disclosing entity must:

      (a) prepare a financial report and directors’ report for each half‑year; and

      (b) have the financial report audited or reviewed in accordance with Division 3 and obtain an auditor’s report; and

      (c) lodge the financial report, the directors’ report and the auditor’s report on the financial report with ASIC;

      unless the entity is not a disclosing entity when lodgment is due.

      Note 1: This Chapter only applies to disclosing entities incorporated or formed in Australia (see subsection 285(2)).

      Note 2: See section 320 for the time for lodgment with ASIC.

      Note 3: Subsection 318(4) requires disclosing entities that are borrowers in relation to debentures to also report to the trustee for debenture holders.

      303 Contents of half‑year financial report

      Basic contents

      (1) The financial report for a half‑year consists of:

      (a) the financial statements for the half‑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 half‑year are:

      (a) unless paragraph (b) applies — the financial statements in relation to the disclosing entity required by the accounting standards; or

      (b) if the accounting standards require the 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 305).

      Directors’ declaration

      (4) The directors’ declaration is a declaration by the directors:

      (c) whether, in the directors’ opinion, there are reasonable grounds to believe that the disclosing entity will be able to pay its debts as and when they become due and payable; and

      (d) whether, in the directors’ opinion, the financial statement and notes are in accordance with this Act, including:

      (i) section 304 (compliance with accounting standards); and

      (ii) section 305 (true and fair view).

      Note: See paragraph 285(3)(c) for the reference to the debts of a disclosing entity that is a registered scheme.

      (5) The declaration must:

      (a) be made in accordance with a resolution of the directors; and

      (b) specify the day on which the declaration is made; and

      (c) be signed by a director.

      304 Compliance with accounting standards and regulations

      The financial report for a half‑year must comply with the accounting standards and any further requirements in the regulations.

      305 True and fair view

      The financial statements and notes for a half‑year must give a true and fair view of:

      (a) the financial position and performance of the disclosing entity; or

      (b) if consolidated financial statements are required — the financial position and performance of the consolidated entity.

      This section does not affect the obligation under section 304 for financial reports to comply with accounting standards.

      Note: If the financial statements prepared in compliance with the accounting standards would not give a true and fair view, additional information must be included in the notes to the financial statements under paragraph 303(3)(c).

      306 Half‑year directors’ report

      (1) The directors of the disclosing entity must prepare a directors’ report for each half‑year that consists of:

      (a) a review of the entity’s operations during the half‑year and the results of those operations; and

      (b) the name of each person who has been a director of the disclosing entity at any time during or since the end of the half‑year and the period for which they were a director.

      If consolidated financial statements are required, the review under paragraph (a) must cover the consolidated entity.

      (1A) The directors’ report must include a copy of the auditor’s declaration under section 307C in relation to the audit or review for the half‑year.

      (2) If the financial report for a half‑year includes additional information under paragraph 303(3)(c) (information included to give true and fair view of financial position and performance), the directors’ report for the half‑year must also:

      (a) set out the directors’ reasons for forming the opinion that the inclusion of that additional information was necessary to give the true and fair view required by section 305; and

      (b) specify where that information can be found in the financial report.

      (3) The report must:

      (a) be made in accordance with a resolution of the directors; and

      (b) specify the date on which the report is made; and

      (c) be signed by a director.

      Division 3 — Audit and auditor’s report

      307 Audit

      An auditor who conducts an audit of the financial report for a financial year or half‑year must form an opinion about:

      (a) whether the financial report is in accordance with this Act, including:

      (i) section 296 or 304 (compliance with accounting standards); and

      (ii)

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