Note: An electronic version of this Act is available in ComLaw (https://www.comlaw.gov.au/)

Corporations Amendment (Corporate
Reporting Reform) Act 2010

No. 66, 2010

An Act to amend the law in relation to
corporations, and for related purposes

ComLaw Authoritative Act C2010A00066

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i Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
Contents
1 Short title ………………………………………………………………………………. 1
2 Commencement ……………………………………………………………………… 2
3 Schedule(s) ……………………………………………………………………………. 3
Schedule 1—Amendments relating to the Corporations Act
2001
4
Part 1—Main amendments 4
Corporations Act 2001 4
Part 2—Transitional provisions if this Act receives the Royal
Assent before the commencement of item 34 of
Schedule 1 to the Corporations Amendment (Financial
Market Supervision) Act 2010
21
Corporations Act 2001 21
Corporations Amendment (Financial Market Supervision) Act 2010 23
Part 3—Transitional provisions if this Act receives the Royal
Assent on or after the commencement of item 34 of
Schedule 1 to the Corporations Amendment (Financial
Market Supervision) Act 2010
24
Corporations Act 2001 24
Part 4—Consequential amendments 26
Financial Sector (Business Transfer and Group Restructure) Act 1999 26
Income Tax Assessment Act 1936 26
Medibank Private Sale Act 2006 26
Schedule 2—Australian Securities and Investments
Commission Act 2001
27
Part 1—Amendments 27
Australian Securities and Investments Commission Act 2001 27
Part 2—Application, saving and transitional provisions 29
Australian Securities and Investments Commission Act 2001 29

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Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 1

Corporations Amendment (Corporate
Reporting Reform) Act 2010
No. 66, 2010

An Act to amend the law in relation to
corporations, and for related purposes
[Assented to 28 June 2010] The Parliament of Australia enacts:
1 Short title
This Act may be cited as the Corporations Amendment (Corporate
Reporting Reform) Act 2010.

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2 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
2 Commencement
(1) Each provision of this Act specified in column 1 of the table
commences, or is taken to have commenced, in accordance with
column 2 of the table. Any other statement in column 2 has effect
according to its terms.

Commencement information
Column 1 Column 2 Column 3
Provision(s) Commencement Date/Details
1. Sections 1 to 3
and anything in
this Act not
elsewhere covered
by this table The day this Act receives the Royal Assent. 28 June 2010
2. Schedule 1,
Part 1 The day this Act receives the Royal Assent. 28 June 2010
3. Schedule 1,
Part 2 The day this Act receives the Royal Assent.
However, if this Act receives the Royal
Assent on or after the day on which item 34
of Schedule 1 to the Corporations
Amendment (Financial Market Supervision)
Act 2010 commences, the provision(s) do
not commence at all. 28 June 2010
4. Schedule 1,
Part 3 The later of:
(a) the start of the day this Act receives the
Royal Assent; and
(b) immediately after the commencement of
item 34 of Schedule 1 to the
Corporations Amendment (Financial
Market Supervision) Act 2010.
However, if this Act receives the Royal
Assent before the day on which item 34 of
Schedule 1 to the Corporations Amendment
(Financial Market Supervision) Act 2010
commences, the provision(s) do not
commence at all. Does not
commence
(Corporations
Amendment
Financial
Market
Supervision) Act
2010, Schedule
1 has not
commenced)
5. Schedule 1,
Part 4 The day this Act receives the Royal Assent. 28 June 2010
6. Schedule 2 The day this Act receives the Royal Assent. 28 June 2010

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Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 3 Note: This table relates only to the provisions of this Act as originally
passed by both Houses of the Parliament and assented to. It will not be
expanded to deal with provisions inserted in this Act after assent.
(2) Column 3 of the table contains additional information that is not
part of this Act. Information in this column may be added to or
edited in any published version of this Act.
3 Schedule(s)
Each Act that is specified in a Schedule to this Act is amended or
repealed as set out in the applicable items in the Schedule
concerned, and any other item in a Schedule to this Act has effect
according to its terms.

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Schedule 1 Amendments relating to the Corporations Act 2001
Part 1 Main amendments

4 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010

Schedule 1—Amendments relating to the
Corporations Act 2001
Part 1—Main amendments
Corporations Act 2001
1 Section 9 (definition of audit)
After “a financial report for”, insert “a financial year or”.
2 Section 9
Insert:
deductible gift recipient has the same meaning as in the Income
Tax Assessment Act 1997.
3 Section 9
Insert:
small company limited by guarantee has the meaning given by
section 45B.
4 After section 45A
Insert:
45B Small companies limited by guarantee
(1) A company is a small company limited by guarantee in a
particular financial year if:
(a) it is a company limited by guarantee for the whole of the
financial year; and
(b) it is not a deductible gift recipient at any time during the
financial year; and
(c) either:
(i) where the company is not required by the accounting
standards to be included in consolidated financial
statements—the revenue of the company for the
financial year is less than the threshold amount; or

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Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 5
(ii) where the company is required by the accounting
standards to be included in consolidated financial
statements—the consolidated revenue of the
consolidated entity for the financial year is less than the
threshold amount; and
(d) it is not one of the following:
(i) a Commonwealth company for the purposes of the
Commonwealth Authorities and Companies Act 1997;
(ii) a subsidiary of a Commonwealth company for the
purposes of that Act;
(iii) a subsidiary of a Commonwealth authority for the
purposes of that Act; and
(e) it has not been a transferring financial institution of a State or
Territory within the meaning of clause 1 of Schedule 4 to this
Act; and
(f) it is not a company that is permitted to use the expression
building society, credit society or credit union under
section 66 of the Banking Act 1959 at any time during the
financial year.
(2) The threshold amount, for the purposes of subparagraphs (1)(c)(i)
and (ii), is $250,000, or any other amount prescribed by the
regulations for the purposes of this subsection.
(3) Revenue and consolidated revenue are to be calculated for the
purposes of this section in accordance with accounting standards in
force at the relevant time (even if the standard does not otherwise
apply to the financial year of some or all of the companies
concerned).
5 Paragraph 9.1 of the small business guide in Part 1.5
Repeal the paragraph, substitute:
9.1 Dividends
Dividends are payments to shareholders. They can only be paid if:
• the company’s assets are sufficiently in excess of its liabilities
immediately before the dividend is declared; and

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6 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
• the payment of the dividend is fair and reasonable to the
company’s shareholders as a whole and does not materially prejudice the
company’s ability to pay its creditors.
It is a replaceable rule (see 1.6) that the directors decide whether
the company should pay a dividend.
[sections 254T, 254U] 6 Before section 254T
Insert:
254SA Companies limited by guarantee not to pay dividends
A company limited by guarantee must not pay a dividend to its
members.
7 Section 254T
Repeal the section, substitute:
254T Circumstances in which a dividend may be paid
(1) A company must not pay a dividend unless:
(a) the company’s assets exceed its liabilities immediately before
the dividend is declared and the excess is sufficient for the
payment of the dividend; and
(b) the payment of the dividend is fair and reasonable to the
company’s shareholders as a whole; and
(c) the payment of the dividend does not materially prejudice the
company’s ability to pay its creditors.
Note 1: As an example, the payment of a dividend would materially prejudice
the company’s ability to pay its creditors if the company would
become insolvent as a result of the payment.
Note 2: For a director’s duty to prevent insolvent trading on payment of
dividends, see section 588G.
(2) Assets and liabilities are to be calculated for the purposes of this
section in accordance with accounting standards in force at the
relevant time (even if the standard does not otherwise apply to the
financial year of some or all of the companies concerned).
8 Section 258F

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Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 7
Before “A company”, insert “(1)”.
9 Section 258F (second sentence)
Repeal the sentence.
10 At the end of section 258F
Add:
(2) This power does not apply if:
(a) the company also cancels shares; or
(b) the cancellation of paid-up share capital is inconsistent with
the requirements of any accounting standard.
11 Subsection 285(1) (cell at table item 2, column headed
“comments”)
Repeal the cell, substitute:
Unless the report relates to a
company limited by
guarantee, it has a general
component (sections 299 and
299A), a specific component
(section 300) and a special
component for listed
companies (section 300A).
See section 285A for an
overview of the obligations of
companies limited by
guarantee.
12 Subsection 285(1) (cell at table item 3, column headed
“comments”, after the first paragraph)
Insert:
There are similar rules for
companies limited by
guarantee (see section 285A
for an overview).
13 Subsection 285(1) (cell at table item 4, column headed
“comments”)
Repeal the cell, substitute:

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8 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
Unless the report relates to a
company limited by
guarantee, a concise financial
report may be provided to
members instead of the full
financial statements
(subsections 314(1) and (2)).
For deadline, see subsections
315(1) to (4). See
section 285A for an overview
of the obligations of
companies limited by
guarantee.
14 After section 285
Insert:
285A Overview of obligations of companies limited by guarantee
The following table sets out what is involved in annual financial
reporting for companies limited by guarantee:

Annual financial reporting for companies limited by guarantee
Item Nature of company Obligations Sections
1 Small company limited
by guarantee.
No obligation to do any of the
following unless required to
do so under a member
direction or ASIC direction:
• prepare a financial report;
• prepare a directors’ report;
• have financial report audited;
• notify members of reports. Sections 292,
301 and 316A
2 Company limited by
guarantee with annual
revenue or, if part of a
consolidated entity,
annual consolidated
revenue of less than $1
million. Must prepare a financial
report.
Must prepare a directors’
report, although less detailed
than that required of other
companies.
Need not have financial report
audited unless a Sections 292,
298, 300B,
301, 316A

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Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 9
Annual financial reporting for companies limited by guarantee
Item Nature of company Obligations Sections
Commonwealth company, or a
subsidiary of a
Commonwealth company or
Commonwealth authority. If
the company does not have
financial report audited, it
must have financial report
reviewed.
Must give reports to any
member who elects to receive
them.
3 Company limited by
guarantee with annual
revenue or, if part of a
consolidated entity,
annual consolidated
revenue of $1 million or
more. Must prepare a financial
report.
Must prepare a directors’
report, although less detailed
than that required of other
companies.
Must have financial report
audited.
Must give reports to any
member who elects to receive
them. Sections 292,
298, 300B,
301, 316A

15 At the end of section 292
Add:
Small companies limited by guarantee
(3) Despite subsection (1), a small company limited by guarantee has
to prepare the financial report and directors’ report only if it is
directed to do so under section 294A or 294B. The rest of this Part
does not apply to any other small company limited by guarantee.
Note: The following heading to subsection 292(2) is inserted “Small proprietary companies”.
16 After section 294
Insert:

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10 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
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
(b) send them to members who have elected to receive them
under section 316A.
(2) The direction must be:
(a) signed by the members giving the direction; and
(b) made no later than 12 months after the end of the financial
year concerned.
(3) The direction may specify all or any of the following:
(a) that the financial report does not have to comply with some
or all of the accounting standards;
(b) that a directors’ report or a part of that report need not be
prepared;
(c) that the financial report is to be audited or reviewed.
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 subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(3) The direction may be general or may specify the particular
requirements that the company is to comply with.
(4) The direction must specify the date by which the documents have
to be prepared, sent or lodged. The date must be a reasonable one
in view of the nature of the direction.
(5) The direction must:
(a) be made in writing; and
(b) specify the financial year concerned; and
(c) be made no later than 6 years after the end of that financial
year.

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Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 11
(6) A direction given under subsection (1) is not a legislative
instrument.
17 Subsection 295(2)
Repeal the subsection, substitute:
Financial statements
(2) The financial statements for the year are:
(a) unless paragraph (b) applies—the financial statements in
relation to the company, registered scheme or disclosing
entity required by the accounting standards; or
(b) if the accounting standards require the company, registered
scheme or disclosing entity to prepare financial statements in
relation to a consolidated entity—the financial statements in
relation to the consolidated entity required by the accounting
standards.
18 After paragraph 295(4)(c)
Insert:
(ca) if the company, registered scheme or disclosing entity has
included in the notes to the financial statements, in
compliance with the accounting standards, an explicit and
unreserved statement of compliance with international
financial reporting standards—that this statement has been
included in the notes to the financial statements; and
19 Subsection 296(1) (second sentence)
Repeal the sentence.
20 After subsection 296(1)
Insert:
Small proprietary companies
(1A) Despite subsection (1), the financial report of a small proprietary
company does not have to comply with particular accounting
standards if:
(a) the report is prepared in response to a shareholder direction
under section 293; and

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12 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
(b) the direction specifies that the report does not have to comply
with those standards.
Small companies limited by guarantee
(1B) Despite subsection (1), the financial report of a small company
limited by guarantee does not have to comply with particular
accounting standards if:
(a) the report is prepared in response to a member direction
under section 294A; and
(b) the direction specifies that the report does not have to comply
with those standards.
Note: The following heading to subsection 296(2) is inserted “Further requirements”.
21 Subsection 298(1) (second sentence)
Repeal the sentence.
22 After subsection 298(1)
Insert:
(1AA) Except in the case of a company limited by guarantee, the report
must include:
(a) the general information required by sections 299 (all entities)
and 299A (additional requirements for listed entities); and
(b) the specific information required by sections 300 and 300A;
and
(c) a copy of the auditor’s declaration under section 307C in
relation to the audit for the financial year.
(1AB) In the case of a company limited by guarantee, the report must
include:
(a) the general information required by section 300B; and
(b) a copy of the auditor’s declaration under section 307C in
relation to the audit or review for the financial year.
23 At the end of section 298
Add:

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Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 13
Small companies limited by guarantee
(4) A small company limited by guarantee does not have to comply
with subsection (1) for a financial year if:
(a) it is preparing the financial statements for that year in
response to a member direction under section 294A; and
(b) the direction specified that a directors’ report need not be
prepared.
Note: The following heading to subsection 298(3) is inserted “Small proprietary companies”.
24 Subsection 299A(1)
Omit “a company or disclosing entity that is a listed public company
must also contain information that members of the company”, substitute
“a company, registered scheme or disclosing entity that is listed must
also contain information that members of the listed entity”.
Note: The heading to section 299A is altered by omitting “public companies” and
substituting “entities”.
25 Paragraph 299A(1)(b)
Omit “the entity”, substitute “the entity reported on”.
26 Paragraph 299A(1)(c)
Repeal the paragraph, substitute:
(c) the business strategies, and prospects for future financial
years, of the entity reported on.
27 Paragraph 299A(2)(a)
Repeal the paragraph, substitute:
(a) the company, registered scheme or disclosing entity that is
listed (if consolidated financial statements are not required);
or
28 Subsection 299A(3)
Omit “the company or disclosing entity” (wherever occurring),
substitute “the company, registered scheme or disclosing entity”.
29 After section 300A
Insert:

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14 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
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 entity’s strategy for achieving those objectives;
and
(c) state the entity’s principal activities during the year; and
(d) state how those activities assisted in achieving the entity’s
objectives; and
(e) state how the entity measures its performance, including any
key performance indicators used by the entity.
(2) The entity reported on is:
(a) the company (if consolidated financial statements are not
required); or
(b) the consolidated entity (if consolidated financial statements
are required).
(3) The directors’ report for a financial year for a company limited by
guarantee must also include details of:
(a) the name of each person who has been a director of the
company at any time during or since the end of the year and
the period for which the person was a director; and
(b) each director’s qualifications, experience and special
responsibilities; and
(c) the number of meetings of the board of directors held during
the year and each director’s attendance at those meetings; and
(d) for each class of membership in the company—the amount
which a member of that class is liable to contribute if the
company is wound up; and
(e) the total amount that members of the company are liable to
contribute if the company is wound up.
30 At the end of section 301
Add:

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Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 15
Companies limited by guarantee
(3) A company limited by guarantee may have its financial report for a
financial year reviewed, rather than audited, if:
(a) the company is not one of the following:
(i) a Commonwealth company for the purposes of the
Commonwealth Authorities and Companies Act 1997;
(ii) a subsidiary of a Commonwealth company for the
purposes of that Act;
(iii) a subsidiary of a Commonwealth authority for the
purposes of that Act; and
(b) one of the following is true:
(i) the company is not required by the accounting standards
to be included in consolidated financial statements and
the revenue of the company for the financial year is less
than $1 million;
(ii) the company is required by the accounting standards to
be included in consolidated financial statements and the
consolidated revenue of the consolidated entity for the
financial year is less than $1 million.
(4) A small company limited by guarantee’s financial report for a
financial year does not have to be audited or reviewed if:
(a) the report is prepared in response to a member direction
under section 294A; and
(b) the direction does not ask for the audit or review.
Note: The following heading to subsection 301(2) is inserted “Small proprietary companies”.
31 Subsection 303(2)
Repeal the subsection, substitute:
Financial statements
(2) The financial statements for the half-year are:
(a) unless paragraph (b) applies—the financial statements in
relation to the disclosing entity required by the accounting
standards; or
(b) if the accounting standards require the disclosing entity to
prepare financial statements in relation to a consolidated

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16 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
entity—the financial statements in relation to the
consolidated entity required by the accounting standards.
32 Paragraphs 307A(1)(a) and (2)(a)
After “audit”, insert “or review”.
33 Subparagraphs 307B(1)(b)(i) and (3)(a)(i)
After “audit”, insert “or review”.
34 Paragraphs 307C(1)(a) and (3)(a)
After “audit”, insert “or review”.
35 After subsection 308(3)
Insert:
(3AA) An auditor who reviews the financial report for a company limited
by guarantee must report to members on whether the auditor
became aware of any matter in the course of the review that makes
the auditor believe that the financial report does not comply with
Division 1.
(3AB) A report under subsection (3AA) must:
(a) describe any matter referred to in subsection (3AA); and
(b) say why that matter makes the auditor believe that the
financial report does not comply with Division 1.
36 Subsection 308(4)
Repeal the subsection, substitute:
(4) A report under subsection (1) or (3AA) must specify the date on
which it is made.
37 Subsection 308(5)
After “(3),”, insert “(3AA), (3AB),”.
38 After subsection 314(1)
Insert:
(1AAA) This section does not apply to a company limited by guarantee.
Note: The requirement for annual financial reporting to members for those
companies is in section 316A.

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39 At the end of section 316
Add:
(5) This section does not apply in relation to a company limited by
guarantee.
40 After section 316
Insert:
316A Annual financial reporting to members of companies limited
by guarantee
(1) A member of a company limited by guarantee may, by notice in
writing to the company, elect to receive a hard copy or an
electronic copy of the following reports:
(a) the financial reports;
(b) the directors’ reports;
(c) the auditor’s reports.
(2) If a member makes an election in a financial year, the election:
(a) is made by the member for that financial year; and
(b) is a standing election made by the member for each later
financial year until the member changes the election.
(3) If the company prepares a financial report or a directors’ report for
a financial year, or obtains an auditor’s report on the financial
report, the company must send a copy of the report, free of charge,
to each member who has made an election for that financial year,
in accordance with the election, by the earlier of:
(a) 21 days before the next AGM after the end of the financial
year; and
(b) 4 months after the end of the financial year.
Note: For the deadline for holding an AGM, see section 250N.
(4) If a member direction is given to a small company limited by
guarantee under section 294A after the end of a financial year,
subsection (3) does not apply and the company must send a copy of
the reports that the company prepares or obtains as a result of the
direction to each member who has made an election for that
financial year, in accordance with the election, by the later of:
(a) 2 months after the date on which the direction was given; and

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18 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
(b) 4 months after the end of the financial year.
(5) An offence based on subsection (3) or (4) is an offence of strict
liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
41 After subsection 317(1)
Insert:
(1A) Subsection (1) does not apply to a small company limited by
guarantee in relation to a report if the company is not required
under a member direction made under section 294A or an ASIC
direction made under section 294B to prepare or obtain the report.
42 Subsection 319(2)
Repeal the subsection, substitute:
(2) Subsection (1) does not apply to:
(a) a small proprietary company that prepares a report in
response to a shareholder direction under section 293 or an
ASIC direction under section 294; and
(b) a small company limited by guarantee that prepares a report
in response to a member direction under section 294A or an
ASIC direction under section 294B.
43 Subsection 323D(2)
Omit “subsection (4)”, substitute “subsections (2A) and (4)”.
44 After subsection 323D(2)
Insert:
(2A) A subsequent financial year may last for a period of less than 12
months determined by the directors if:
(a) the subsequent financial year starts at the end of the previous
financial year; and
(b) there has not been a period during the previous 5 financial
years in which there was a financial year of less than 12
months in reliance on this subsection; and
(c) the change to the subsequent financial year is made in good
faith in the best interests of the company, registered scheme
or disclosing entity.

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45 After section 324BD
Insert:
324BE Exception from registration requirement—reviewing
financial reports of companies limited by guarantee
(1) An individual is taken to be a registered company auditor for the
purposes of a review of a financial report of a company limited by
guarantee if the individual:
(a) is a member of a professional accounting body; and
(b) holds a practising certificate of the kind specified in the
regulations.
(2) The provisions of this Act apply, with the necessary modifications,
in relation to the individual accordingly.
46 Subsection 324CH(9) (definition of relevant financial year)
Omit “an audit of a financial report for a financial year”, substitute “an
audit or review of a financial report for a financial year”.
47 Subsection 329(9)
After “proprietary company”, insert “or a small company limited by
guarantee”.
48 Schedule 3 (after table item 82)
Insert:
82A Section 254SA 100 penalty units or imprisonment for 2 years,
or both.
49 Schedule 3 (after table item 103)
Insert:
103AA Section 294B 10 penalty units or imprisonment for 3 months,
or both.
50 Schedule 3 (cell at table item 104, column headed
“Provision”)
After “(3),”, insert “(3AA), (3AB),”.
51 Schedule 3 (after table item 109)

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20 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
Insert:
109A Subsections 316A(3)
and (4) 10 penalty units or imprisonment for 3 months,
or both.

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Amendments relating to the Corporations Act 2001 Schedule 1
Transitional provisions if this Act receives the Royal Assent before the commencement
of item 34 of Schedule 1 to the Corporations Amendment (Financial Market
Supervision) Act 2010 Part 2

Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 21

Part 2—Transitional provisions if this Act receives
the Royal Assent before the commencement
of item 34 of Schedule 1 to the Corporations
Amendment (Financial Market Supervision)
Act 2010
Corporations Act 2001
52 At the end of Chapter 10
Add:
Part 10.14—Transitional provisions relating to the
Corporations Amendment (Corporate
Reporting Reform) Act 2010

1510A Definition
In this Part:
amending Act means the Corporations Amendment (Corporate
Reporting Reform) Act 2010.
1510B Application of Part 1 of Schedule 1 to the amending Act
(1) The amendments made by items 1 to 4, items 11 to 16, items 18 to
23, items 29 and 30, items 32 to 42, items 45 to 47 and items 49 to
51 of Schedule 1 to the amending Act apply in relation to a
company, registered scheme or disclosing entity for financial years
of the company, registered scheme or disclosing entity ending on
or after 30 June 2010.
(1A) The amendment made by item 6 of Schedule 1 to the amending Act
applies in relation to a company limited by guarantee incorporated
on or after the commencement of that item.

ComLaw Authoritative Act C2010A00066

Schedule 1 Amendments relating to the Corporations Act 2001
Part 2 Transitional provisions if this Act receives the Royal Assent before the
commencement of item 34 of Schedule 1 to the Corporations Amendment (Financial
Market Supervision) Act 2010

22 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
(2) The amendments made by items 7 and 48 of Schedule 1 to the
amending Act apply in relation to dividends declared on or after
the commencement of those items.
(3) The amendments made by items 8, 9 and 10 of Schedule 1 to the
amending Act apply in relation to cancellations of paid-up share
capital that occur on or after the commencement of those items.
(4) Despite the amendment made by item 17 of Schedule 1 to the
amending Act, accounting standards made for the purposes of
subsection 295(2) of this Act that were in force immediately before
the commencement of that item continue in force, after that
commencement, as if they were made for the purposes of
subsection 295(2) of this Act as amended by that item.
(5) The amendment made by item 17 of Schedule 1 to the amending
Act applies to a report of a company, registered scheme or
disclosing entity for financial years of the company, registered
scheme or disclosing entity ending on or after 30 June 2010.
(6) The amendments made by items 24 to 28 of Schedule 1 to the
amending Act apply in relation to a company, registered scheme or
disclosing entity for financial years of the company, registered
scheme or disclosing entity ending on or after 30 June 2011.
(7) Despite the amendment made by item 31 of Schedule 1 to the
amending Act, accounting standards made for the purposes of
subsection 303(2) of this Act that were in force immediately before
the commencement of that item continue in force, after that
commencement, as if they were made for the purposes of
subsection 303(2) of this Act as amended by that item.
(8) The amendment made by item 31 of Schedule 1 to the amending
Act applies to a report of a disclosing entity for half-years of the
disclosing entity ending on or after 30 June 2010.
(9) The amendments made by items 43 and 44 of Schedule 1 to the
amending Act apply where the previous financial year of the
company, registered scheme or disclosing entity ends on or after
30 June 2010.

ComLaw Authoritative Act C2010A00066

Amendments relating to the Corporations Act 2001 Schedule 1
Transitional provisions if this Act receives the Royal Assent before the commencement
of item 34 of Schedule 1 to the Corporations Amendment (Financial Market
Supervision) Act 2010 Part 2

Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 23
Corporations Amendment (Financial Market Supervision)
Act 2010
53 Item 34 of Schedule 1
Omit “Part 10.14”, substitute “Part 10.15”.

ComLaw Authoritative Act C2010A00066

Schedule 1 Amendments relating to the Corporations Act 2001
Part 3 Transitional provisions if this Act receives the Royal Assent on or after the
commencement of item 34 of Schedule 1 to the Corporations Amendment (Financial
Market Supervision) Act 2010

24 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010

Part 3—Transitional provisions if this Act receives
the Royal Assent on or after the
commencement of item 34 of Schedule 1 to
the Corporations Amendment (Financial
Market Supervision) Act 2010
Corporations Act 2001
54 At the end of Chapter 10
Add:
Part 10.15—Transitional provisions relating to the
Corporations Amendment (Corporate
Reporting Reform) Act 2010

1514 Definition
In this Part:
amending Act means the Corporations Amendment (Corporate
Reporting Reform) Act 2010.
1515 Application of Part 1 of Schedule 1 to the amending Act
(1) The amendments made by items 1 to 4, items 11 to 16, items 18 to
23, items 29 and 30, items 32 to 42, items 45 to 47 and items 49 to
51 of Schedule 1 to the amending Act apply in relation to a
company, registered scheme or disclosing entity for financial years
of the company, registered scheme or disclosing entity ending on
or after 30 June 2010.
(1A) The amendment made by item 6 of Schedule 1 to the amending Act
applies in relation to a company limited by guarantee incorporated
on or after the commencement of that item.

ComLaw Authoritative Act C2010A00066

Amendments relating to the Corporations Act 2001 Schedule 1
Transitional provisions if this Act receives the Royal Assent on or after the
commencement of item 34 of Schedule 1 to the Corporations Amendment (Financial
Market Supervision) Act 2010 Part 3

Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 25
(2) The amendments made by items 7 and 48 of Schedule 1 to the
amending Act apply in relation to dividends declared on or after
the commencement of those items.
(3) The amendments made by items 8, 9 and 10 of Schedule 1 to the
amending Act apply in relation to cancellations of paid-up share
capital that occur on or after the commencement of those items.
(4) Despite the amendment made by item 17 of Schedule 1 to the
amending Act, accounting standards made for the purposes of
subsection 295(2) of this Act that were in force immediately before
the commencement of that item continue in force, after that
commencement, as if they were made for the purposes of
subsection 295(2) of this Act as amended by that item.
(5) The amendment made by item 17 of Schedule 1 to the amending
Act applies to a report of a company, registered scheme or
disclosing entity for financial years of the company, registered
scheme or disclosing entity ending on or after 30 June 2010.
(6) The amendments made by items 24 to 28 of Schedule 1 to the
amending Act apply in relation to a company, registered scheme or
disclosing entity for financial years of the company, registered
scheme or disclosing entity ending on or after 30 June 2011.
(7) Despite the amendment made by item 31 of Schedule 1 to the
amending Act, accounting standards made for the purposes of
subsection 303(2) of this Act that were in force immediately before
the commencement of that item continue in force, after that
commencement, as if they were made for the purposes of
subsection 303(2) of this Act as amended by that item.
(8) The amendment made by item 31 of Schedule 1 to the amending
Act applies to a report of a disclosing entity for half-years of the
disclosing entity ending on or after 30 June 2010.
(9) The amendments made by items 43 and 44 of Schedule 1 to the
amending Act apply where the previous financial year of the
company, registered scheme or disclosing entity ends on or after
30 June 2010.

ComLaw Authoritative Act C2010A00066

Schedule 1 Amendments relating to the Corporations Act 2001
Part 4 Consequential amendments

26 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010

Part 4—Consequential amendments
Financial Sector (Business Transfer and Group Restructure)
Act 1999
55 Subsection 36G(2) (note 2)
Repeal the note, substitute:
Note 2: Section 254T of that Act provides that dividends may only be paid if:
(a) the company’s assets are sufficiently in excess of its liabilities
immediately before the dividend is declared; and
(b) the payment of the dividend is fair and reasonable to the
company’s shareholders as a whole and does not materially
prejudice the company’s ability to pay its creditors.
Income Tax Assessment Act 1936
56 After subsection 44(1)
Insert:
(1A) For the purposes of this Act, a dividend paid out of an amount
other than profits is taken to be a dividend paid out of profits.
57 Application of income tax amendment
Subsection 44(1A) of the Income Tax Assessment Act 1936 (as inserted
by this Schedule) applies in relation to dividends declared on or after
the commencement of item 7 of this Schedule.
Medibank Private Sale Act 2006
58 Subitem 57(1) of Schedule 2
Omit “, section 254T of the Corporations Act 2001”.
59 Subitem 57(3) of Schedule 2
Omit “section 254T of the Corporations Act 2001 or”.

ComLaw Authoritative Act C2010A00066

Australian Securities and Investments Commission Act 2001 Schedule 2
Amendments Part 1

Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 27

Schedule 2—Australian Securities and
Investments Commission Act 2001
Part 1—Amendments
Australian Securities and Investments Commission Act 2001
1 Subsection 5(1) (definition of CPAA member)
Repeal the definition.
2 Subsection 5(1) (definition of ICAA member)
Repeal the definition.
3 Paragraphs 203(1)(c) and (d)
Repeal the paragraphs, substitute:
(c) 6 members that the Minister selects who are eligible under
subsection (1B) for appointment as a member; and
4 Subsection 203(1A)
Repeal the subsection, substitute:
(1A) The accounting members are the members appointed under
paragraph (1)(c), and the business members are the members
appointed under paragraph (1)(e).
5 Subsection 203(1B)
Repeal the subsection, substitute:
(1B) A person is eligible under this subsection for appointment as an
accounting member if the person:
(a) is resident in Australia; and
(b) is a member of:
(i) a professional accounting body; or
(ii) any other body prescribed by the regulations for the
purposes of this subparagraph.
6 Subsection 210A(5)

ComLaw Authoritative Act C2010A00066

Schedule 2 Australian Securities and Investments Commission Act 2001
Part 1 Amendments

28 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
Repeal the subsection, substitute:
(5) If the Chairperson is satisfied that it is practicable and appropriate
to do so, the Chairperson is to constitute the Panel so that it is a 5
person Panel.
7 After subsection 221(1)
Insert:
(1A) The Chairperson of the Board has, in the performance of his or her
functions or the exercise of his or her powers in relation to a
conference under section 1294A of the Corporations Act, the same
protection and immunity as a Justice of the High Court.
8 After subsection 221(2)
Insert:
(2A) A barrister, solicitor or other person appearing on behalf of a
person at a conference under section 1294A of the Corporations
Act has the same protection and immunity as a barrister has in
appearing for a party in proceedings in the High Court.
9 Subparagraph 225(2)(h)(ii)
Omit “; and”, substitute “.”.
10 Paragraphs 225(2)(i) and (j)
Repeal the paragraphs.
11 Subparagraph 225(2A)(h)(ii)
Omit “; and”, substitute “.”.
12 Paragraphs 225(2A)(i) and (j)
Repeal the paragraphs.

ComLaw Authoritative Act C2010A00066

Australian Securities and Investments Commission Act 2001 Schedule 2
Application, saving and transitional provisions Part 2

Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 29

Part 2—Application, saving and transitional
provisions
Australian Securities and Investments Commission Act 2001
13 At the end of the Act
Add:
Part 18—Transitional provisions relating to the
Corporations Amendment (Corporate
Reporting Reform) Act 2010

289 Definitions
In this Part:
amending Act means the Corporations Amendment (Corporate
Reporting Reform) Act 2010.
old Act means this Act as in force immediately before the
commencement of the amending Act.
Schedule 2 commencement means the day on which Part 1 of
Schedule 2 to the amending Act commences.
transition period means the period:
(a) beginning at the start of the day Part 1 of Schedule 2 to the
amending Act commences; and
(b) ending when there is no longer any person holding an
appointment as a member of the Companies Auditors and
Liquidators Disciplinary Board under paragraph 203(1)(c) or
(d) of the old Act.

ComLaw Authoritative Act C2010A00066

Schedule 2 Australian Securities and Investments Commission Act 2001
Part 2 Application, saving and transitional provisions

30 Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010
290 Application of Companies Auditors and Liquidators
Disciplinary Board amendments
(1) The amendments made by items 1 to 5 of Schedule 2 to the
amending Act do not apply until after the transition period.
(2) During the transition period:
(a) a person holding an appointment as a member of the
Companies Auditors and Liquidators Disciplinary Board
under paragraph 203(1)(c) or (d) of the old Act immediately
before the Schedule 2 commencement continues to hold that
appointment on and after that commencement for the
remainder of the term of the person’s appointment as if those
amendments had not been made; and
(b) paragraph (a) does not prevent the Minister terminating the
appointment under section 207 or the person from resigning
under section 206; and
(c) there are to be no more than 6 accounting members of the
Companies Auditors and Liquidators Disciplinary Board; and
(d) any member appointed after the Schedule 2 commencement:
(i) must be selected by the Minister; and
(ii) must be eligible to be appointed under subsection
203(1B) as inserted by item 5 of Schedule 2 to the
amending Act; and
(e) accounting member means:
(i) a member appointed under paragraph (d); or
(ii) a member appointed under paragraph 203(1)(c) or (d) of
the old Act.
(3) After the transition period, accounting member is taken to include
a member appointed under paragraph (2)(d).
291 Application of pre-hearing conference amendments
The amendments made by items 7 and 8 of Schedule 2 to the
amending Act apply in relation to conferences conducted before,
on or after the Schedule 2 commencement.

ComLaw Authoritative Act C2010A00066

Corporations Amendment (Corporate Reporting Reform) Act 2010 No. 66, 2010 31
[Minister’s second reading speech made in—
House of Representatives on 26 May 2010
Senate on 22 June 2010]

(109/10)

ComLaw Authoritative Act C2010A00066