ASIC has consolidated existing financial reporting relief into new legislative instruments. For small proprietary companies controlled by a foreign company, the change is principally procedural rather than a new reporting policy but directors should ensure that future board resolutions, templates and compliance processes refer to the new relief instruments.
Reporting requirements
Australian small proprietary companies that are foreign controlled are required to prepare and lodge annual audited financial reports and directors’ reports with the Australian Securities & Investments Commission (ASIC). Australian owned small proprietary companies are exempt from this requirement.
For many years, relief from these reporting requirements has been available to eligible foreign-controlled companies under various ASIC instruments. To obtain relief, eligible companies have to comply with strict procedural requirements.
ASIC has consolidated the existing relief
On 17 September 2026, ASIC revoked its existing suite of financial reporting relief instruments and made ASIC Corporations (Annual and Half-year Reporting) Instrument 2026/468 and ASIC Corporations (Auditing) Instrument 2026/469 (New Instruments).
The New Instruments repeal and consolidate 17 of the previously separate mechanisms for companies to obtain relief from the auditing and financial reporting requirements under the Corporations Act 2001 (Cth), including:
Foreign-controlled small proprietary company financial reporting relief; and
Financial report auditing relief for certain proprietary companies.
These are among the key forms of relief relied upon by foreign-controlled small proprietary companies in Australia. Importantly, the New Instruments make no changes to the eligibility criteria for reliance on these two types of financial reporting relief.
What companies should do now
The relief described above requires an annual resolution by a company’s directors. The resolution must consider the relevant relief and state that the company satisfies the conditions within the instrument for relief. Companies now seeking relief cannot rely on the old forms of resolution. A resolution passed after 17 September 2026 that continues to refer to the old instruments will not satisfy the requirements for relief under the New Instruments.
Foreign-controlled small proprietary companies that fail to prepare and lodge annual audited financial reports and directors’ reports with ASIC and that have not correctly come within reporting relief under the New Instruments, risk breaching the Corporations Act. Breaches of the Act cannot be retrospectively repaired.
Companies seeking relief must now update their annual board resolutions to reference the correct terms in the New Instruments. Companies that have previously notified ASIC that they rely on the relevant relief do not need to give a further notification to ASIC merely because the relief has been consolidated into the New Instruments.
How we can assist
Cowell Clarke is familiar with the New Instruments and is able to assist companies applying for relief for the first time or transitioning to the consolidated relief. If you would like assistance, please contact Brett Cowell in our Corporate & Commercial team.
This publication has been prepared for general guidance on matters of interest only and does not constitute professional legal advice. You should not act upon the information contained in this publication without obtaining specific professional legal advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication and to the extent permitted by law, Cowell Clarke does not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting or refraining to act in relation on the information contained in this publication or for any decision based on it.