A proprietary company can be ‘large’ or ‘small’. All large proprietary companies need to lodge financial reports. Only some small proprietary companies do.
A large proprietary company is one that meets at least two of the following criteria at the end of a financial year:
The consolidated revenue of the company and any entities it controls is $50 million or more.
The value of consolidated gross assets of the company and any entities it controls is $25 million or more.
The company and any entities it controls have 100 or more employees.
A company that does not meet at least two of the above criteria is a small proprietary company.
Small proprietary companies do need to lodge financial reports if:
shareholders direct them to
ASIC directs them to
they have one or more crowd-sourced funding shareholders at any time during the year, or
A company limited by guarantee is considered ‘small’ during a financial year if:
it is a company limited by guarantee for the whole year
it is not a deductible gift recipient at any time during the year
its revenue (or consolidated revenue if that applies) for the year is less than $250,000.
Small companies limited by guarantee do need to lodge financial reports if:
their members direct them to, or
ASIC directs them to.
Exemptions from lodging financial reports
Some companies lodge their financial reports with other organisations. In these cases, they do not also need to lodge them with ASIC. This is called 'dual lodgement relief'. Some companies controlled by a foreign company can also apply for an exemption from lodging financial reports.
Do not assume that your company qualifies for an exemption. Generally, only a few companies qualify for some form of relief. For more information, see Relief from corporate finance provisions.
You do not need to lodge a financial report with ASIC if you have lodged it with:
ASX Limited (ASX)
National Stock Exchange of Australia Limited (NSX)
SIM Venture Securities Exchange Limited (SIM VSE), or
Sydney Stock Exchange Limited (SSX).
The Australian Charities and Not-for-profits Commission (ACNC) registers companies as charities. Charities do not need to lodge financial reports with ASIC. You should understand your charity’s obligations with ASIC and the ACNC.
A small proprietary company that is controlled by a foreign company may be exempt from lodging financial reports. In that case, the foreign company must:
be registered with ASIC as a foreign company
lodge consolidated financial reports that include the business activities of the Australian company.
In other cases, the small proprietary company may be exempt if the foreign company is not part of a large group. The directors must then resolve to rely on relief not to lodge a financial report. You must notify ASIC of that resolution within the set deadline:
financial statement, including statements of financial position, profit and loss, cash flows and changes in equity
notes to the financial statement
consolidated entity disclosure statement (for a public company)
directors’ declaration about the statements and notes
directors’ report (including the auditor’s independence declaration)
auditor’s report.
A sustainability report is a separate type of report that some companies must prepare. It can be included and lodged with a financial report, or lodged separately.
Financial reports must meet Australian accounting standards. You can see more detailed information for Preparers of financial reports.
Financial reporting using a presentation currency other than Australian dollars
Under the Australian accounting standards, an entity may choose to present its financial statements in any currency. Where an entity prepares financial statements using a presentation currency other than Australian dollars, it may report in this currency to members and lodge those financial reports with ASIC.
Your lodgement deadline will depend on the type of company you are lodging for:
Disclosing entity – within 3 months after the end of the financial year.
All other companies – within 4 months after the end of the financial year.
Disclosing entities and public companies must send the financial report to members the earlier of:
21 days before the next AGM after the end of the current financial year, or
4 months after the end of the financial year.
A large proprietary company must send the financial report to members within 4 months after the end of the financial year.
A company must still lodge a financial report if it has not made a profit or traded during the financial year. If a company is no longer trading, you can close your company.
A disclosing entity must also lodge half-year financial reports. You do not need to lodge a half-year report if the first financial year is 8 months or less. You must lodge half-year reports within 75 days of the half-year’s end.
