Public companies to include a consolidated entity disclosure statement in their annual financial report

This information sheet:

• provides guidance on current developments, and
• outlines what public companies need to be aware of when preparing their consolidated entity disclosure statement.

The Treasury Laws Amendment (Making Multinationals Pay Their Fair Share – Integrity and Transparency) Act 2024 amends the Corporations Act to require Australian public companies (listed and unlisted) to disclose information about subsidiaries in their annual financial reports.

The new requirements apply to each financial year commencing on or after 1 July 2023, so will apply for the first time on 30 June 2024. Further background about the legislation and its policy intent is provided by the media release from Treasury.

Under the new requirements, an Australian public company’s annual financial report will need to include a ‘consolidated entity disclosure statement’ (CEDS), which either:

• discloses details of each entity within the company’s consolidated group, if the accounting standards require the company to prepare consolidated financial statements, or
• if the accounting standards do not require the company to prepare consolidated financial statements, a statement to that effect.

Reporting requirements

Where a public company is required to prepare consolidated financial statements under accounting standards, the CEDS must include the following information about each entity that is part of the consolidated entity at the end of the financial year (s295(3A)(a)):

• the entity’s name
• whether the entity is a body corporate, partnership, or trust
• whether the entity was a trustee of a trust within the consolidated entity, a partner in a partnership within the consolidated entity, or a participant in a joint venture within the consolidated entity
• where the entity was incorporated or formed (if the entity is a body corporate)
• where the entity is a body corporate with share capital, the percentage of the entity’s issued share capital held directly or indirectly, by the public company
• whether the entity was an Australian resident or a foreign resident within the meaning of the Income Tax Assessment Act 1997, and
• if the entity is a foreign resident, a list of each foreign jurisdiction in which the entity was a resident for the purposes of the law of the foreign jurisdiction.

The CEDS is a separate statement and does not form part of the notes to the financial statements (s295(1)(ba)). The CEDS cannot be combined with the note on controlled entities required by accounting standards.

A public company that prepares consolidated financial statements is not required to list in the CEDS, subsidiaries that are not consolidated because of the ‘investment entity exemption’ in Accounting Standard AASB 10 Consolidated Financial Statements.

Tax Residence

Tax residence is a principle that is determined under the domestic tax rules of a country. It is relevant when considering how business income is taxed. The Australian Taxation Office has provided online guidance on assessing whether or not an entity is tax resident in Australia, at: Working out your residency. Treasury’s media release confirms that entities that determine tax residency in good faith and in accordance with the Commissioner of Taxation’s public guidance, may declare that the tax residency status of a subsidiary is true and correct for the purposes of the CEDS.

True and correct

The directors’ declaration must state whether, in the directors’ opinion, the CEDS is true and correct (s295(4)(d)). For listed public companies, the Chief Executive Officer and Chief Financial Officer are required to include a statement in their declaration to the directors that the CEDS is true and correct (s295A(2)(ca)).

Paragraph 1.16 of the Explanatory Memorandum to the Treasury Laws Amendment (Making Multinationals Pay Their Fair Share – Integrity and Transparency) Bill 2023 says:

‘As “true and correct” is not defined in the legislation, the words take on their ordinary meaning in the context of the amendments. For the purposes of the consolidated entity disclosure statement, the policy intention is to ensure complete and accurate disclosures under subsection 295(3A).’

‘True and correct’ is a higher reporting requirement than under a ‘true and fair view or fair presentation framework’ for directors and executives.

Materiality

The CEDS is not part of a true and fair or fair presentation framework. Further, the materiality provisions in the accounting standards do not apply to the CEDS because it is a separate legal requirement under the Corporations Act. That is, a public company must disclose all entities in the consolidated entity at year end with the information required by s295(3A) and those entities cannot be excluded because of materiality.

This means that all entities must be listed even if they are newly acquired ‘shelf’ companies, dormant or would otherwise be excluded from the company’s process to prepare consolidated financial statements because of materiality.

Audit and assurance

Paragraph 1.17 of the Explanatory Memorandum says (emphasis added):

‘Further, as the consolidated entity disclosure statement forms part of an entity’s annual financial report, it is also subject to the existing audit framework under the Corporations Act. Specifically, section 307 requires an auditor to form an opinion about whether the financial report (which includes the consolidated entity disclosure statement) is in accordance with the Corporations Act generally, as well as on specific matters. This general obligation is also consistent with the requirements of the auditor’s report under section 308’.

The objective of audit work in relation to a financial report under the auditing standards is to obtain reasonable assurance that the financial report is free of material misstatement.

Section 307 of the Corporations Act, which requires the auditor to form an opinion on whether the financial report (including the CEDS) complies with the Corporations Act, implies that the auditor will obtain reasonable assurance.

Having regard to paragraph 1.17 of the Explanatory Memorandum and s307 of the Corporations Act, it follows that the objective of the audit work on the CEDS is to obtain reasonable assurance that the following are not misstated:

• the CEDS, and
• the opinion of the directors in the directors’ declaration that the CEDS is true and correct.

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.