Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 283AD — Existing trustee continues to act until new trustee takes office
An existing trustee continues to act as the trustee until a new trustee is appointed and has taken office as trustee, despite any rule of law or equity to the contrary. Note: This section applies…
Section 283BD — Duty to replace trustee
The borrower must take all reasonable steps to replace the trustee under section 283AE as soon as practicable after the borrower becomes aware that the trustee: (a) has ceased to exist; or (b) has…
Section 283CD — Exceptions to guarantor’s duty to inform trustee
Section 283CC does not apply in respect of: (a) the guarantor, while: (i) it is under external administration; or (ii) a receiver, or a receiver and manager, of property of the guarantor has been…
Section 283AE — Replacement of trustee
Related party of existing trustee may be appointed as a new trustee (1) In addition to any other powers of appointment under the terms of the debentures or provisions of the trust deed, the borrower…
Section 283BE — Duty to inform trustee about security interests
If the borrower creates a security interest, it must: (a) give the trustee written details of the security interest within 21 days after it is created; and (b) if the total amount to be advanced on…
Section 283CE — Offences for failure to comply with statutory duties
The guarantor commits an offence if it intentionally or recklessly contravenes paragraph 283CB(b) or section 283CC.
Section 283BF — Duty to give trustee and ASIC quarterly reports
Quarterly reports (1) Within 1 month after the end of each quarter, the borrower must: (a) give the trustee a quarterly report that sets out the information required by subsections (4), (5) and (6);…
Section 283F — Civil liability for contravening this Chapter
(1) A person who suffers loss or damage because a person contravenes a provision of this Chapter may recover the amount of the loss or damage from: (a) the person who contravened the provision; or…
Section 283BG — Exceptions to borrower’s duty to report to trustee and ASIC
Section 283BF does not apply in respect of: (a) a borrower, while: (i) it is under external administration; or (ii) a receiver, or a receiver and manager, of property of the borrower has been…
Section 283BH — How debentures may be described
(1) The borrower may describe or refer to the debentures in: (a) any disclosure in relation to the offer of the debentures; or (b) any other document constituting or relating to the offer of the…
Section 283BI — Offences for failure to comply with statutory duties
The borrower commits an offence if it intentionally or recklessly contravenes section 283BB, 283BC, 283BD, 283BE, 283BF or 283EA.
Section 283I — Signpost to other debenture provisions
There are other rules relating to debentures in paragraph 124(1)(b) and section 563AAA.
Section 285 — Overview of obligations under this Chapter
Obligations under this Chapter—companies, registered schemes, registrable superannuation entities and disclosing entities (1) Under this Chapter: (a) all companies, registered schemes, registrable…
Section 285A — Overview of obligations of companies limited by guarantee
The following table sets out what is involved in annual financial and sustainability reporting for companies limited by guarantee: Annual financial and sustainability reporting for companies limited…
Section 286 — Obligation to keep financial records
(1) A company, registered scheme, registrable superannuation entity or disclosing entity must keep written financial records that: (a) correctly record and explain its transactions and financial…
Section 286A — Obligation to keep sustainability records
(1) If an entity must prepare a sustainability report for a financial year, the entity must keep written sustainability records that correctly explain and record its preparation of the substantive…
Section 287 — Language requirements
(1) The financial and sustainability records may be kept in any language. (2) An English translation of financial and sustainability records not kept in English must be made available within a…
Section 288 — Physical format
(1) If financial and sustainability records are kept in electronic form, they must be convertible into hard copy. Hard copy must be made available within a reasonable time to a person who is entitled…
Section 289 — Place where financial records are kept
(1) A company, registered scheme, registrable superannuation entity or disclosing entity may decide where to keep the financial records. Records kept outside this jurisdiction (2) If financial…
Section 289A — Place where sustainability records are kept
(1) An entity may decide where to keep the sustainability records. Records kept outside this jurisdiction (2) If sustainability records about particular matters are kept outside this jurisdiction,…
Section 290 — Director access
Personal access (1) A director of a company, registered scheme, registrable superannuation entity or disclosing entity has a right of access to any financial or sustainability records at all…
Section 291 — Signposts to other relevant provisions
The following table sets out other provisions that are relevant to access to financial records. Other provisions relevant to access to financial records 1 section 247A members A member may apply to…
Section 292 — Who has to prepare annual financial reports and directors’ reports
(1) A financial report and a directors’ report must be prepared for each financial year by: (a) all disclosing entities; and (b) all public companies; and (c) all large proprietary companies; and (d)…
Section 292A — Who has to prepare annual sustainability reports
(1) Subject to subsection (2), an entity must prepare a sustainability report for a financial year if: (a) the entity must prepare a financial report for the financial year under this Chapter; and…
Section 293 — Small proprietary company—shareholder direction
(1) Shareholders with at least 5% of the votes in a small proprietary company may give the company a direction to: (a) prepare a financial report and directors’ report for a financial year; and (b)…
Section 294 — Small proprietary company—ASIC direction
(1) ASIC may give a small proprietary company a direction to comply with requirements of this Division and Divisions 3, 4, 5 and 6 for a financial year. (1A) An offence based on subsection (1) is an…
Section 294A — Small company limited by guarantee—member direction
(1) Members with at least 5% of the votes in a small company limited by guarantee may give the company a direction to: (a) prepare a financial report and directors’ report for a financial year; and…
Section 294B — Small company limited by guarantee—ASIC direction
(1) ASIC may give a small company limited by guarantee a direction to comply with the requirements of this Division and Divisions 3, 4, 5 and 6 for a financial year. (2) An offence based on…
Section 295 — Contents of annual financial report
Basic contents (1) The financial report for a financial year consists of: (a) the financial statements for the year; and (b) the notes to the financial statements; and (ba) for a public company—the…
Section 295A — Declaration in relation to listed entity’s financial statements by chief executive officer and chief financial officer
(1) If the company, disclosing entity or registered scheme is listed, the directors’ declaration under subsection 295(4) must be made only after each person who performs: (a) a chief executive…
Section 296 — Compliance with accounting standards and regulations
(1) The financial report for a financial year must comply with the accounting standards. Small proprietary companies (1A) Despite subsection (1), the financial report of a small proprietary company…
Section 296A — Contents of annual sustainability report
Basic contents (1) The sustainability report for a financial year consists of: (a) the climate statements for the year; and (b) any notes to the climate statements; and (c) any statements required…
Section 296B — Contents of climate statements—statement about there being no financial risks or opportunities relating to climate
(1) Despite subsection 296A(2), if, for a financial year: (a) there are none of the following for the entity: (i) material financial risks relating to climate; (ii) material financial opportunities…
Section 296C — Compliance with sustainability standards etc.
(1) The substantive provisions of the sustainability report must comply with: (a) sustainability standards made for the purposes of this paragraph; and (b) any further requirements determined under…
Section 296D — Climate statement disclosures
(1) The climate statements for a financial year, and the notes to the climate statements, must together disclose all of the following: (a) any: (i) material financial risks there are for the entity;…
Section 296E — ASIC directions
Giving directions (1) If ASIC considers that a statement made by an entity in a sustainability report is: (a) incorrect; or (b) incomplete; or (c) misleading in any way; ASIC may, by written notice…
Section 297 — True and fair view
The financial statements and notes for a financial year must give a true and fair view of: (a) the financial position and performance of the company, registered scheme, registrable superannuation…
Section 298 — Annual directors’ report
(1) The company, registered scheme, registrable superannuation entity or disclosing entity must prepare a directors’ report for each financial year. (1AA) Except in the case of a company limited by…
Section 299 — Annual directors’ report—general information
General information about operations and activities (1) The directors’ report for a financial year must: (a) contain a review of operations during the year of the entity reported on and the results…
Section 299A — Annual directors’ report—additional general requirements for listed entities
(1) The directors’ report for a financial year for a company, registered scheme or disclosing entity that is listed must also contain information that members of the listed entity would reasonably…
Section 300 — Annual directors’ report—specific information
(1) The directors’ report for a financial year must (in the case of a company, registered scheme or disclosing entity) include details of: (a) dividends or distributions paid to members during the…
Section 300A — Annual directors’ report—specific information to be provided by listed companies
(1) The directors’ report for a financial year for a company must also include (in a separate and clearly identified section of the report): (a) discussion of board policy for determining, or in…
Section 300B — Annual directors’ report—companies limited by guarantee
(1) The directors’ report for a financial year for a company limited by guarantee must: (a) contain a description of the short and long term objectives of the entity reported on; and (b) set out the…
Section 300C — Annual directors’ report—registrable superannuation entities
Remuneration (1) The directors’ report for a financial year for a registrable superannuation entity must also include (in a separate and clearly identified section of the report): (a) the prescribed…
Section 301 — Audit of annual financial report
(1) A company, registered scheme, registrable superannuation entity or disclosing entity must have the financial report for a financial year audited in accordance with Division 3 and obtain an…
Section 301A — Audit of annual sustainability report
An entity that is required to prepare a sustainability report for a financial year must: (a) have the sustainability report audited in accordance with Division 3; and (b) obtain an auditor’s report.…
Section 302 — Disclosing entity must prepare half-year financial report and directors’ report
A disclosing entity must: (a) prepare a financial report and directors’ report for each half-year; and (b) have the financial report audited or reviewed in accordance with Division 3 and obtain an…
Section 303 — Contents of half-year financial report
Basic contents (1) The financial report for a half-year consists of: (a) the financial statements for the half-year; and (b) the notes to the financial statements; and (c) the directors’ declaration…
Section 304 — Compliance with accounting standards and regulations
The financial report for a half-year must comply with the accounting standards and any further requirements in the regulations.
Section 305 — True and fair view
The financial statements and notes for a half-year must give a true and fair view of: (a) the financial position and performance of the disclosing entity; or (b) if consolidated financial statements…