Lodgement of financial reports

What companies must lodge financial reports?

Although all companies should keep financial records to ensure they understand how their operations are faring, some types of companies need to keep these records for the purposes of preparing and lodging financial reports with us.

Generally, companies must lodge reports where:

• there are substantial sums of money involved
• the general public has invested funds with the company, or
• the company exists for charitable purposes only and is not intended to make a profit. See charities registered with the ACNC if your company is a charity registered with the Australian Charities and Not-for-Profits Commission.

Section 292 of the Corporations Act 2001 (Corporations Act) requires the following entities to prepare financial reports:

• all disclosing entities
• public companies
• companies limited by guarantee (except small companies limited by guarantee)
• all large proprietary companies that are not disclosing entities (Are you a large or small proprietary company?)
• all registered managed investment schemes
• small proprietary companies that are foreign-controlled
• small proprietary companies that have one or more crowd-sourced funding shareholders at any time during the year.

The following entities may also be required to prepare financial reports:

• small proprietary companies that we direct to prepare financial reports
• small proprietary companies that shareholders direct to prepare a financial report
• small companies limited by guarantee subject to a member direction under section 294A of the Corporations Act.

Financial reports prepared in accordance with the Corporations Act generally must comply with accounting standards (see s296). Australian Accounting Standards meet the requirements of International Financial Reporting Standards (IFRS), which Australia adopted in 2005.

Section 601CK of the Corporations Act requires registered foreign companies to lodge balance sheets, profit and loss statements, cash flow statements and other documents with ASIC. You should seek professional advice if you are unsure of your company’s financial reporting obligations.

Australian financial services (AFS) licensees must also lodge financial statements under section 989B of Corporations Act. See AFS licensees: lodging annual accounts and audit report using forms FS70 and FS71.

Exemptions from having to lodge financial reports

In limited circumstances, some companies are exempt from the requirement to lodge financial reports, such as if:

• the company has already lodged financial reports with ASX, NSX, SIM VSE or SSX and the conditions in ASIC Corporations (Electronic Lodgement of Financial Reports) Instrument 2016/181 are met. See Regulatory Guide 28 Relief from dual lodgement of financial reports (RG 28)
• the small proprietary company is foreign-controlled but the foreign company that is in control is registered with ASIC as a foreign company and lodges consolidated financial reports that include the activities of the Australian company for the period that control exists
• the small proprietary company is controlled by foreign companies that are not part of a large group. In this case, you are not required to appoint auditors or prepare or lodge financial reports if the directors resolve to rely on relief provided by ASIC Corporations (Foreign-Controlled Company Reports) Instrument 2017/204. Small proprietary companies which are controlled by a foreign company but which are not part of a large group, and lodge Form 384 Resolution by directors of a small proprietary company controlled by a foreign company which is not part of a 'large group’ within the deadlines set out in ASIC Corporations (Foreign-Controlled Company Reports) Instrument 2017/204.

Don’t assume that your company would qualify for any exemption. Generally, it is the minority of cases that qualify for some form of relief.
In most cases, relief is not granted for financial reports that were due in the past.

For more information, see relief from corporate finance provisions.

What documents must be lodged

Form 388 Copy of financial statements and reports should always be completed and lodged with the documents listed in the table below unless the company or entity lodges its financial statements and reports with the ASX, NSX, SIM VSE or SSX, or the entity is a registered foreign company (Form 405 Statement to verify financial statements of a foreign company). If your company holds an AFS licence, you must also lodge a profit and loss statement and balance sheet together with an auditor’s report with Form FS70 Australian financial services licensee profit and loss statement and balance sheet and Form FS71 Auditor's report for AFS licensee. For information on using these forms, see AFS licensees: Lodging your annual accounts and audit report using Form FS70 and FS71.

A disclosing entity’s half-year financial report is lodged with ASIC using Form 7051 Notification of half yearly reports, unless the disclosing entity lodges with ASX, NSX, SIM VSE or SSX.

The table below lists the components of the annual financial report:

Document	Section of the Corporations Act
Statement of financial position as at the end of the year (consolidated, if required by accounting standards)	295(2) and 296(1)
Statement of profit or loss and other comprehensive income for the year (consolidated, if required by accounting standards)	295(2) and 296(1)
Statement of cash flows for the year (consolidated, if required by accounting standards)	295(2) and 296(1)
Statement of changes in equity (consolidated, if required by accounting standards)	295(2) and 296(1)
Consolidated financial statements required by accounting standards may include parent entity financial statements where Class Order [CO 10/654] Inclusion of parent entity financial statements in financial reports conditions are met.	295(2) and 296(1)
Notes to financial statements (disclosure required by the Corporations Regulations 2001, notes required by the accounting standards, and any other information necessary to give a true and fair view)	295(3)
Directors' declaration that the financial statements comply with accounting standards, give a true and fair view, there are reasonable grounds to believe the company/scheme/entity will be able to pay its debts, the financial statements have been made in accordance with the Corporations Act	295(4)
Directors' report, including the auditor's independence declaration	298–300A
Auditor's report	301 and 308
Sustainability report (if required)	296A

When financial reports must be lodged

Section 319 of the Corporations Act requires a disclosing entity or registered managed investment scheme to lodge the complete financial reports within three months after the end of the financial year. All other companies must lodge their financial reports within four months after the end of the financial year.

If the company has not made a profit or traded during the financial year, financial reports are still required – even if it is necessary to show figures as ‘zero’ (e.g. Total assets = $0.00).

How to lodge financial reports

You can lodge your company's financial reports online using Form 388 Copy of financial statements and reports. You don't have to lodge with ASIC if you lodge with ASX, NSX, SIM VSE or SSX.

Lodging online with ASIC

You can lodge online through the company officeholder, registered agent and auditor portals after you have registered for access.

To ensure your financial reports are lodged on time, you should:

• register for online access and create your account as soon as possible (you only need to register once).

Lodging using Standard Business Reporting (SBR)

If your financial, accounting or payroll software is SBR-enabled, you can lodge through the Standard Business Reporting (SBR) Program.

Sustainability Reporting

Entities that must lodge financial reports may also have sustainability reporting obligations under the Corporations Act. For more information, see Sustainability reporting.

Where can I get more information?

• Information Sheet 79 Your company and the law (INFO 79)
• Information Sheet 76 What books and records should my company keep? (INFO 76)
• Information Sheet 131 Obligations of companies limited by guarantee (INFO 131)
• Sustainability reporting
• How and when to lodge your Sustainability Report?

Important notice

Please note that this information sheet is a summary giving you basic information about a particular topic. It does not cover the whole of the relevant law regarding that topic, and it is not a substitute for professional advice. We encourage you to seek your own professional advice to find out how the applicable laws apply to you, as it is your responsibility to determine your obligations.

You should also note that because this information sheet avoids legal language wherever possible, it might include some generalisations about the application of the law. Some provisions of the law referred to have exceptions or important qualifications. In most cases, your particular circumstances must be taken into account when determining how the law applies to you.