ASIC Corporations (Amendment) Instrument 2020/396

Administered by Department of the Treasury

Legislation au F2020L00470 Not in force Legislative Instrument

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Explanatory Statement

 

 

ASIC Corporations (Extended Reporting and Lodgment Deadlines – Unlisted Entities) Instrument 2020/395 and

 

ASIC Corporations (Amendment) Instrument 2020/396

 

This is the Explanatory Statement for the ASIC Corporations (Extended Reporting and Lodgment Deadlines – Unlisted Entities) Instrument 2020/395 and ASIC Corporations (Amendment) Instrument 2020/396.

The Explanatory Statement is approved by the Australian Securities and Investments Commission (ASIC).

Summary

1. ASIC Corporations (Extended Reporting and Lodgment Deadlines – Unlisted Entities) Instrument 2020/395 implements temporary measures aimed at facilitating financial reporting by unlisted entities whose reporting processes take additional time due to current remote work arrangements, travel restrictions and other impacts of COVID-19. The temporary measures are intended to allow unlisted entities up to one additional month to complete financial reports and have those reports audited, in compliance with the financial reporting and audit requirements of the Corporations Act 2001 (the Act).

2. ASIC will continue to monitor the appropriateness of these legislative instruments having regard to the feedback from relevant stakeholders.

3. The instrument affects the operation of sections 315, 319, 320, 601HG and 989A of the Act by allowing one additional month to report to members and lodge reports with ASIC. The instrument applies for full years and half-years ending from 31 December 2019 to 31 March 2020 where the reporting deadline has not already passed.

4. The amending instrument amends the ASIC Corporations (Exempt Proprietary Companies) Instrument 2015/840 to preserve the grandfathered status of certain proprietary companies that use the relief under the primary instrument. Grandfathered proprietary companies must meet certain conditions, including reporting to members within the statutory deadline each year, to be exempt from lodging financial reports with ASIC.


Purpose of the instruments

5. The purpose of the instruments is to assist unlisted entities affected by the impacts of COVID-19 by enabling them more time to report and have audits. This includes unlisted public companies, proprietary companies, registered schemes, disclosing entities and Australian Financial Services licensees.

6. Where possible, entities should continue to lodge within the statutory deadlines having regard to the information needs of shareholders, creditors and other users of their financial reports, or to meet borrowing covenants or other obligations.

Consultation

7. Before making these instruments, ASIC engaged with a range of stakeholders to understand the invite feedback on the impacts of COVID-19 on reporting and audit, including remote working arrangements and other factors.

Operation of the instruments

8. The extended deadlines for the lodgment of financial reports, directors’ reports and audit reports for unlisted entities are summarised below. The deadlines are calculated as periods after balance dates and references to Chapters are to Chapters of the Act:

(a)        Under Chapter 2M the deadline for lodgement of full year financial reports, directors’ reports and auditor’s reports for:

(i)     unlisted disclosing entities and for unlisted registered schemes, is extended from 3 to 4 months; and

(ii)   all other unlisted entities is extended from 4 to 5 months (will apply to public and proprietary companies that are not disclosing entities or registered schemes);

Note: an extension of the deadline for unlisted registered schemes to lodge compliance plan audit reports will automatically occur as a result of the extension for registered schemes. The period for auditors to complete the compliance plan audit report will be extended from 3 months to 4 months.

9. Under Chapter 2M the deadline for lodgement of half-year financial reports, directors’ reports and audit/review reports for unlisted disclosing entities (including unlisted registered schemes that are disclosing entities) is extended from 75 days to 75 days plus 1 month; and

10. Under Chapter 7, the deadline for lodgement of profit and loss and balance sheets (and other associated information) for:

(a)          AFS licensees that are not bodies corporate is extended from 2 months to 3 months;

(b)          unlisted AFS licensees that are body corporates and also disclosing entities is extended from 3 months to 4 months; and

(c)          all other body corporate licensees that are not listed is extended from 4 months to 5 months.

11. For example, the normal deadline for an unlisted public company that is not a disclosing entity to lodge its reports for the year ended 31 March 2020 is 31 July 2020 and the extended deadline will be 31 August 2020.

12. The extended deadlines will only apply where the normal reporting deadline has not already passed.  For example, the deadline for a 31 December 2019 year end financial report of a managed investment scheme was 31 March 2020 and no extended period will apply.  However, the deadline for a proprietary company that is not a disclosing entity is 30 April 2020 and the extended deadline will be 31 May 2020.

13. Similar extended deadlines will be available for sending reports to members, but note some of those deadlines also operate by reference to the date of the next AGM. ASIC media release 20-068MR Guidelines for meeting upcoming AGM and financial reporting requirements provides information on the ASIC ‘no action’ position for Annual General Meetings of public companies with 31 December 2019 year ends.

14. Where a grandfathered proprietary company uses the extended deadline relief, it will continue to retain its grandfathered status. The directors’ report must disclose that the company has applied ASIC relief to report to members no later than 1 month after the normal reporting deadline.

Legislative authority

15. The principal instrument is made under subsections 341(1), 601QA(1) and 992B(1) of the Act. The amending instrument is made under subsection 341(1) of the Act.

16. Subsection 341(1) provides that ASIC may make an order in writing in respect of a specified class of companies, registered schemes or disclosing entities, relieving any of the directors, the companies, registered schemes or disclosing entities themselves, or the auditors of the companies, registered schemes or disclosing entities from all or specified requirements of Parts 2M.2, 2M.3 and 2M.4 (other than Division 4) of the Act.

17. Subsection 601QA(1) provides that ASIC may exempt a specified class of persons from a provision of Chapter 5C of the Act or declare that the Chapter applies to a person as if specified provisions were omitted, modified or varied as specified in the declaration.

18. Subsection 992B(1) provides that ASIC may exempt a person or a financial product or class of persons or financial products from all or specified provisions of Part 7.8 of the Act.

19. Under subsection 33(3) of the Acts Interpretation Act 1901 (the AIA), where an Act confers a power to make any instrument, the power is to be construed as including a power exercisable in the like manner and subject to the like conditions (if any) to amend any such instrument.

20. Both legislative instruments are disallowable legislative instruments.

Statement of Compatibility with Human Rights

21. The Explanatory Statement for a disallowable legislative instrument must contain a Statement of Compatibility with Human Rights under subsection 9(1) of the Human Rights (Parliamentary Scrutiny) Act 2011. A Statement of Compatibility with Human Rights is in the Attachment.


Attachment

Statement of Compatibility with Human Rights

 

This Statement of Compatibility with Human Rights is prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.  

ASIC Corporations (Extended Reporting and Lodgment Deadlines – Unlisted Entities) Instrument 2020/395 and ASIC Corporations (Amendment) Instrument 2020/396

Overview

1. ASIC Corporations (Extended Reporting and Lodgment Deadlines – Unlisted Entities) Instrument 2020/395 implements temporary measures aimed at facilitating financial reporting by unlisted entities whose reporting processes take additional time due to current remote work arrangements, travel restrictions and other impacts of COVID-19. The measures are intended to allow unlisted entities sufficient time to complete their financial reports and for those reports to be audited. ASIC Corporations (Amendment) Instrument 2020/396 amends the ASIC Corporations (Exempt Proprietary Companies) Instrument 2015/840 to preserve the grandfathered status of certain proprietary companies that use the relief under the primary instrument..

Assessment of human rights implications

2. The instruments do not engage any of the applicable rights or freedoms

Conclusion

3. This instrument is compatible with the human rights and freedoms recognised or declared in the international instruments listed in section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.

 

Overview

The ASIC Corporations (Extended Reporting and Lodgment Deadlines – Unlisted Entities) Instrument 2020/395 and the ASIC Corporations (Amendment) Instrument 2020/396 were enacted to provide temporary relief to unlisted entities affected by the COVID-19 pandemic, allowing them additional time to complete financial reports and audits. Enacted by the Australian Securities and Investments Commission (ASIC) under the authority of the Corporations Act 2001, the primary objective of these instruments is to alleviate the burden on unlisted entities, including public companies, proprietary companies, registered schemes, disclosing entities, and Australian Financial Services licensees, who face extended reporting timelines due to remote work arrangements and travel restrictions. The instruments grant up to an additional month for the completion and lodgment of financial reports, directors' reports, and auditor's reports with ASIC, contingent on the original deadlines not having already passed. The amendment instrument further ensures that certain proprietary companies maintain their grandfathered status, provided they continue to meet the statutory reporting deadlines annually.

Scope and Application

The ASIC Corporations (Extended Reporting and Lodgment Deadlines – Unlisted Entities) Instrument 2020/395 and ASIC Corporations (Amendment) Instrument 2020/396 apply to unlisted entities, including unlisted public companies, proprietary companies, registered schemes, disclosing entities and Australian Financial Services licensees that are not bodies corporate. These instruments are intended to provide relief to unlisted entities affected by the impacts of COVID-19 by extending the deadlines for financial reporting and audit. The relief applies to full years and half-years ending from 31 December 2019 to 31 March 2020 where the statutory reporting deadline has not already passed. The amendment instrument ensures that certain proprietary companies that utilise the extended reporting relief retain their grandfathered status. The instruments are made under the Corporations Act 2001 and are disallowable legislative instruments. The instruments do not engage any of the applicable rights or freedoms and are compatible with the human rights and freedoms recognised or declared in the international instruments listed in the Human Rights (Parliamentary Scrutiny) Act 2011.

Key Provisions

The ASIC Corporations (Extended Reporting and Lodgment Deadlines – Unlisted Entities) Instrument 2020/395 provides temporary relief to unlisted entities in the form of extended deadlines for reporting and lodgment of financial reports and audit reports due to the impacts of COVID-19. Specifically, section 3 of the instrument extends the deadlines for lodgment of full-year financial reports, directors' reports, and auditor's reports for unlisted disclosing entities and registered schemes from 3 months to 4 months, and for all other unlisted entities from 4 months to 5 months (sections 3(1)(a) and (b)). Section 4 extends the deadline for lodgment of half-year financial reports, directors' reports, and audit or review reports for unlisted disclosing entities from 75 days to 75 days plus 1 month. Section 5 extends the deadline for lodgment of profit and loss and balance sheets for AFS licensees that are not bodies corporate from 2 months to 3 months, for unlisted AFS licensees that are body corporates and also disclosing entities from 3 months to 4 months, and for all other body corporate licensees that are not listed from 4 months to 5 months. These extensions apply for full years and half-years ending from 31 December 2019 to 31 March 2020 where the reporting deadline has not already passed. The obligations imposed by the instrument require unlisted entities to comply with the extended deadlines when lodging their financial reports and audit reports with ASIC. The directors of these entities must also disclose in the directors' report that the company has applied ASIC relief to report to members no later than 1 month after the normal reporting deadline. Additionally, grandfathered proprietary companies must continue to meet the statutory deadline each year to retain their exemption from lodging financial reports with ASIC. There are no explicit offences, penalties, or civil/criminal consequences for breach of the instrument. However, entities that fail to comply with the extended deadlines or the disclosure requirements may be subject to general legal consequences under the Corporations Act 2001, including potential legal action by ASIC or other regulatory bodies. The instrument's purpose is to provide relief to unlisted entities affected by COVID-19, and it is intended to be temporary in nature. ASIC will continue to monitor the appropriateness of these legislative instruments having regard to the feedback from relevant stakeholders.

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Corporate Law & Governance
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Regulation
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Commencement Provisions
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Sourced from the Federal Register of Legislation at 26 August 2026. For the latest information on Australian Government law please go to https://www.legislation.gov.au.