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Schedule 2—Related amendments of corporate governance requirements

Schedule 2 Related amendments of corporate governance requirements

   

Corporations Act 2001

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 section 250N

Add:

             (5)  A company need not comply with subsection (1) if it is covered under section 738ZI in relation to 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 in relation to the financial year mentioned in subsection (2).

3  Subsection 298(1AA)

After “company limited by guarantee”, insert “or a company covered under subsection (1AC)”.

4  After subsection 298(1AB)

Insert:

       (1AC)  This subsection covers a company if:

                     (a)  the company is covered under section 738ZI in relation to 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.

5  At the end of section 301

Add:

             (5)  A company need not comply with subsection (1) if:

                     (a)  it is covered under section 738ZI in relation to 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, and offers of securities that need disclosure to investors under Part 6D.2, that it has made at any time.

6  Subsection 314(1)

Omit “(1AA) or (1AE)”, substitute “(1AA), (1AE) or (1AF)”.

7  After subsection 314(1AE)

Insert:

        (1AF)  If a company is covered under section 738ZI in relation to 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).

8  After subsection 314(2)

Insert:

          (2A)  If the company is covered under section 738ZI in relation to the financial year mentioned in subsection (1), apply subsection (2) to the company in relation to that financial year with these 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).

9  At the end of section 327A

Add:

             (4)  The directors of a company need not comply with subsection (1) if:

                     (a)  the company was an eligible CSF company at the time of its registration; and

                     (b)  the application for the company’s registration stated that the company will be covered under section 738ZI on registration and intends to make a CSF offer after registration.