Commonwealth Numbered Acts Commonwealth Numbered Acts
1 After paragraph 117(2)(mb)
Insert:
(mc) for a public company limited by shares--whether the company will be covered under section 738ZI on registration and intends to make a CSF offer after registration;
2 At the end of paragraph 163(2)(d)
Add:
; and (iii) a statement as to whether the company will be covered under section 738ZI when the company's registration is altered and intends to make a CSF offer after that time.
3 At the end of section 250N
Add:
(5) A company need not comply with subsection (1) if it is covered under section 738ZI at the end of the most recent financial year ending earlier than 18 months after its registration.
(6) A company need not comply with subsection (2) if it is covered under section 738ZI at the end of the financial year mentioned in subsection (2).
4 Subsection 298(1AA)
After "company limited by guarantee", insert "or a company covered under subsection (1AC)".
5 After subsection 298(1AB)
Insert:
(1AC) This subsection covers a company if:
(a) the company is covered under section 738ZI at the end of the relevant financial year; and
(b) the company has not had its financial report for the financial year audited because subsection 301(5) exempts it from the requirement to do so under subsection 301(1).
(1AD) In the case of a company covered under subsection (1AC), the report must include:
(a) the general information required by section 299; and
(b) the specific information required by section 300.
6 At the end of section 301
Add:
(5) A company need not comply with subsection (1) if:
(a) it is covered under section 738ZI at the end of the financial year mentioned in subsection (1); and
(b) as at the end of that financial year, the company has raised less than $1 million from all CSF offers that it has made at any time.
7 Subsection 314(1)
Omit "(1AA) or (1AE)", substitute "(1AA), (1AE) or (1AF)".
8 After subsection 314(1AE)
Insert:
(1AF) If a company is covered under section 738ZI at the end of the financial year mentioned in subsection (1):
(a) it may provide the reports, or the concise report, for the financial year by making a copy of the reports, or the concise report, readily accessible on a website; and
(b) it need not comply with subsection (1AB).
9 After subsection 314(2)
Insert:
(2A) If the company is covered under section 738ZI at the end of the financial year mentioned in subsection (1), apply subsection (2) to the company in relation to that financial year with the following modifications:
(a) omit paragraphs (2)(c) and (d);
(b) omit the words "and that the full financial report and auditor's report will be sent to the member free of charge if the member asks for them" in paragraph (2)(e).
10 Subsection 324CA(1A) (note 2)
Repeal the note, substitute:
Note 2: If the audited body is a public company or a registered scheme, the audit appointment will be terminated at the end of the period of 21 days (or a longer period that has been approved by ASIC) from the day a notice under this subsection is given if the notice is not followed up by a notice under:
(a) subsection 327B(2A) or (2C) (public company); or
(b) subsection 328E(3) or (5) (public company with crowd-sourced funding); or
(c) subsection 331AAA(2A) or (2C) (registered scheme).
11 Subsection 324CB(1A) (note 2)
Repeal the note, substitute:
Note 2: If the audited body is a public company or a registered scheme, the audit appointment will be terminated at the end of the period of 21 days (or a longer period that has been approved by ASIC) from the day a notice under this subsection is given if the notice is not followed up by a notice under:
(a) subsection 327B(2B) (public company); or
(b) subsection 328E(4) (public company with crowd-sourced funding); or
(c) subsection 331AAA(2B) (registered scheme).
12 Subsection 324CC(1A) (note 2)
Repeal the note, substitute:
Note 2: If the audited body is a public company or a registered scheme, the audit appointment will be terminated at the end of the period of 21 days (or a longer period that has been approved by ASIC) from the day a notice under this subsection is given if the notice is not followed up by a notice under:
(a) subsection 327B(2C) (public company); or
(b) subsection 328E(5) (public company with crowd-sourced funding); or
(c) subsection 331AAA(2C) (registered scheme).
13 Subsection 324CE(1A) (note)
Repeal the note, substitute:
Note: If the audited body is a public company or a registered scheme, the audit appointment will be terminated at the end of the period of 21 days (or a longer period that has been approved by ASIC) from the day a notice under this subsection is given if the notice is not followed up by a notice under:
(a) subsection 327B(2A) (public company); or
(b) subsection 328E(3) (public company with crowd-sourced funding); or
(c) subsection 331AAA(2A) (registered scheme).
14 Subsection 324CF(1A) (note)
Repeal the note, substitute:
Note: If the audited body is a public company or a registered scheme, the audit appointment will be terminated at the end of the period of 21 days (or a longer period that has been approved by ASIC) from the day a notice under this subsection is given if the notice is not followed up by a notice under:
(a) subsection 327B(2B) (public company); or
(b) subsection 328E(4) (public company with crowd-sourced funding); or
(c) subsection 331AAA(2B) (registered scheme).
15 Subsection 324CG(1A) (note)
Repeal the note, substitute:
Note: If the audited body is a public company or a registered scheme, the audit appointment will be terminated at the end of the period of 21 days (or a longer period that has been approved by ASIC) from the day a notice under this subsection is given if the notice is not followed up by a notice under:
(a) subsection 327B(2C) (public company); or
(b) subsection 328E(5) (public company with crowd-sourced funding); or
(c) subsection 331AAA(2C) (registered scheme).
16 Subsection 324CG(5A) (note)
Repeal the note, substitute:
Note: If the audited body is a public company or a registered scheme, the audit appointment will be terminated at the end of the period of 21 days (or a longer period that has been approved by ASIC) from the day a notice under this subsection is given if the notice is not followed up by a notice under:
(a) subsection 327B(2C) (public company); or
(b) subsection 328E(5) (public company with crowd-sourced funding); or
(c) subsection 331AAA(2C) (registered scheme).
17 At the end of subsection 327A(1A)
Add:
; or (c) the company is covered under section 738ZI just after it is registered as a company.
18 At the end of Subdivision A of Division 6 of Part 2M.4
Add:
328C Public company auditor (appointment of auditor when crowd-sourced funding concession ends)
(1) If a public company stops being covered under section 738ZI at a time, the directors of the company must appoint an auditor of the company within 1 month after that time, unless the company at a general meeting has appointed an auditor.
(2) An auditor appointed under subsection (1) holds office until the company's first AGM.
(3) A director of a company must take all reasonable steps to comply with, or to secure compliance with, subsection (1).
(1) If the directors of a public company that is covered under section 738ZI become aware that the company has raised $1 million or more from all CSF offers, the directors of the company must appoint an auditor of the company within 1 month after becoming so aware, unless the company at a general meeting has appointed an auditor.
(2) An auditor appointed under subsection (1) holds office in accordance with section 328E.
(3) A director of a company must take all reasonable steps to comply with, or to secure compliance with, subsection (1).
328E Crowd-sourced funding--period of office
(1) This section applies to an auditor appointed as auditor of a company, if the company was covered under section 738ZI at the time the auditor was appointed.
Note: This section applies to an auditor appointed under section 327C, 327D, 327E, 327F or 328D if the company was covered under section 738ZI at the time the auditor was appointed.
(2) The auditor holds office until the auditor:
(a) dies; or
(b) is removed, or resigns, from office in accordance with section 329; or
(c) ceases to be capable of acting as auditor because of Division 2 of this Part; or
(d) ceases to be auditor under subsection (3), (4) or (5);
unless the company's first AGM occurs first.
(3) An individual auditor ceases to be auditor of a company under this subsection if:
(a) on a particular day (the start day ), the individual auditor:
(i) informs ASIC of a conflict of interest situation in relation to the company under subsection 324CA(1A); or
(ii) informs ASIC of particular circumstances in relation to the company under subsection 324CE(1A); and
(b) the individual auditor does not give ASIC a notice, before the notification day (see subsection (6) of this section), that that conflict of interest situation has, or those circumstances have, ceased to exist before the end of the period (the remedial period ) of 21 days, or such longer period as ASIC approves in writing, from the start day.
(4) An audit firm ceases to be auditor of a company under this subsection if:
(a) on a particular day (the start day ), ASIC is:
(i) informed of a conflict of interest situation in relation to the company under subsection 324CB(1A); or
(ii) informed of particular circumstances in relation to the company under subsection 324CF(1A); and
(b) ASIC has not been given a notice on behalf of the audit firm, before the notification day (see subsection (6) of this section), that that conflict of interest situation has, or those circumstances have, ceased to exist before the end of the period (the remedial period ) of 21 days, or such longer period as ASIC approves in writing, from the start day.
(5) An audit company ceases to be auditor of a company under this subsection if:
(a) on a particular day (the start day ), ASIC is:
(i) informed of a conflict of interest situation in relation to the company under subsection 324CB(1A) or 324CC(1A); or
(ii) informed of particular circumstances in relation to the company under subsection 324CF(1A) or 324CG(1A) or (5A); and
(b) ASIC has not been given a notice on behalf of the audit company, before the notification day (see subsection (6) of this section), that that conflict of interest situation has, or those circumstances have, ceased to exist before the end of the period (the remedial period ) of 21 days, or such longer period as ASIC approves in writing, from the start day.
(6) The notification day is:
(a) the last day of the remedial period; or
(b) such later day as ASIC approves in writing (whether before or after the remedial period ends).
(7) If an audit firm ceases to be the auditor of a company under subsection (2) at a particular time, each member of the firm who:
(a) is taken to have been appointed as an auditor of the company under subsection 324AB(1) or 324AC(4); and
(b) is an auditor of the company immediately before that time;
ceases to be an auditor of the company at that time.
19 Schedule 3 (after table item 116MB)
Insert:
| 116MC | Subsection 328C(3) | 25 penalty units or imprisonment for 6 months, or both. |
| 116MD |
Subsection 328D(3) | 25 penalty units or imprisonment for 6 months, or both. |