Last updated: 10 November 2026. Written by the FreeMyCloud team.
Checked against the ASIC release 26-268MR, proprietary company, Information Sheet 31, Form 388 and record keeping pages, and the Corporations Act 2001 on the Federal Register of Legislation, on 10 November 2026.
- Large if it meets two of three tests: $50 million consolidated revenue, $25 million consolidated gross assets, or 100 employees at year end.
- If not a disclosing entity, an audited financial report goes to ASIC on Form 388 within four months of year end.
- ASIC reported 22 notices of $198,000 each on 3 November 2026, totalling $4,356,000.
- Records must be kept seven years under section 286 of the Corporations Act 2001.
A large proprietary company must prepare an audited financial report each year and lodge it with ASIC within four months of its financial year end. On 3 November 2026 ASIC said it had fined 22 large proprietary companies $198,000 each for allegedly missing that deadline for 2025. The more telling figure sits lower in the release: of 234 companies ASIC contacted during 2026, 193 had allegedly not lodged, and some were unaware the duty applied.
What happened when ASIC reviewed financial reporting by large proprietary companies?
ASIC said on 3 November 2026 that it had issued infringement notices to 22 large proprietary companies for allegedly failing to lodge audited financial reports on time for 2025. Each notice was $198,000, totalling $4,356,000, and all were paid in full. ASIC noted payment is not an admission of guilt or liability. The companies named span construction, property, retail, hospitality, lending and technology.
The notices came from a surveillance program ASIC began in August 2025. ASIC Commissioner Kate O’Rourke said “Directors are accountable for ensuring their company meets its financial reporting obligations”.
| ASIC financial reporting surveillance | Figure ASIC published |
|---|---|
| Companies contacted in second half of 2025 | 217 |
| Companies contacted during 2026 | 234 |
| Of those, allegedly had not lodged for 2025 | 193, or 82% |
| Lodged after ASIC queried | 147 |
| Notices paid since August 2025 | 70, over $13.7 million |
What does the ASIC action mean for a growing Australian business?
For most small businesses nothing changes, because a small proprietary company generally does not lodge a financial report with ASIC at all. The part worth reading twice is that some companies did not know the duty applied. It is not triggered by a letter from ASIC, but by the size of the company and the entities it controls at each year end.
So this is a records story as much as a reporting story: a business that crosses a threshold in a strong year gets no reminder. The reasons ASIC listed were audit issues, administrative oversight and lacking the resources to prepare the reports, which are capacity problems rather than legal ones.
Revenue, assets and employees are measured across the company and any entities it controls. A group of modest companies can meet two tests when no single entity looks large alone.
What is a large proprietary company, and how do the thresholds work?
Section 45A of the Corporations Act 2001 sets the test: a proprietary company is large for a financial year if it meets at least two of three criteria, measured across the company and the entities it controls. The amounts in the section itself are lower, because it lets the regulations prescribe different figures. ASIC publishes the operative amounts, which apply to financial years commencing on or after 1 July 2019.
| Test (at least two must be met) | Amount | Measured |
|---|---|---|
| Consolidated revenue | $50 million or more | For the year |
| Consolidated gross assets | $25 million or more | At year end |
| Employees | 100 or more | At year end |
Meet fewer than two and the company is small. ASIC notes small proprietary companies can still have to lodge, including where they are foreign-controlled. The label is recalculated annually, so a company can be small one year and large the next.
What must a large proprietary company lodge, and what is ASIC Form 388?
ASIC Form 388 is the cover form for lodging the annual financial report, the directors’ report and the auditor’s report, and it records the appointed auditor. A large proprietary company that is not a disclosing entity lodges under item 388H, for which ASIC lists no lodgement fee, though late fees apply once the deadline passes.
| What has to happen | Timing ASIC states |
|---|---|
| Annual financial report and directors’ report under Chapter 2M | Each financial year |
| Financial report audited | Before lodgement, subject to limited relief |
| Lodged with ASIC on Form 388 | Within four months of year end |
| Sent to members | Within four months of year end |
ASIC’s Information Sheet 31 lists who has to lodge at all. Under section 292 that covers disclosing entities, public companies, most companies limited by guarantee, large proprietary companies, registered schemes, superannuation entities and some small proprietary companies. ASIC warns against assuming relief is available.
When are the reports due, and what happens if they are lodged late?
ASIC’s Form 388 page sets out two lodging periods. Disclosing entities and registered schemes lodge three months after year end. Everything else required to lodge, including a large proprietary company, lodges four months after year end. Reports amended after lodgement are due 14 days later.
ASIC lists late fees for documents lodged after the due date, with a higher amount beyond one month, generated on ASIC’s fee pages rather than published as fixed text.
Financial year end Australia: how the three and four month deadlines are counted
The clock runs from the company’s own balance date. On the 30 June financial year end Australia mostly uses, four months lands on 31 October; a 31 December balance date gives until 30 April. ASIC suggests reviewing reporting obligations after changes in size, structure, ownership or operations. Our ATO due dates page covers the separate tax calendar, which does not move this one.
Why do companies miss the deadline, and what do the records have to do with it?
An audited financial report cannot be produced faster than the records behind it allow. Section 286 of the Corporations Act requires written financial records that correctly record and explain a company’s transactions, position and performance, and that would enable true and fair financial statements to be prepared and audited. That last phrase is the operative one.
ASIC’s company record keeping page spells out the day to day. Financial records include invoices, receipts, cheques, books of prime entry and working papers, and may be electronic provided hard copies can be produced in a reasonable timeframe. The companies that lodge on time are those whose reconciliations, ledgers and asset schedules were current at year end. That cycle is set out in what a bookkeeper does and the payables side in accounts payable outsourcing.
Section 286(2) requires financial records to be retained for seven years after the transactions they cover are completed, longer than any single audit will look at.
How do management accounts keep a company ready to report?
Management accounts are the internal monthly numbers: profit and loss, balance sheet and the schedules behind them. They are not lodged and are not the statutory report. They show whether revenue and gross assets are tracking towards a threshold, which is how a company learns it is becoming a large proprietary company before year end.
A fixed asset register reconciled monthly feeds the gross assets test; a headcount kept rather than reconstructed feeds the employee test. FreeMyCloud’s business reports work covers that monthly pack, and accounts receivable and payable keeps the ledgers current. Late lodgement is separate from solvency, but they travel together, as insolvent trading in Australia and unpaid invoices in Australia set out.
What is changing for large proprietary company reporting?
ASIC says the government is consulting on raising the section 45A thresholds, announced in the 2026-27 Budget: consolidated revenue to $100 million, and consolidated assets to $50 million. ASIC is explicit that the change is not yet in effect and existing thresholds apply until it is made.
Sustainability reporting Australia: what is phasing in for large proprietary companies
ASIC says sustainability reporting obligations have been phasing in since 1 January 2025 and will reach most large proprietary companies by 1 July 2027. Where one is required, the report must be audited, lodged within four months of year end and sent to members. A standalone report goes on ASIC Form 398, and section 286A adds a duty to keep sustainability records.
When does outsourced bookkeeping help, and when is it not the right fit?
Outsourced bookkeeping helps with the part of this that is capacity. Where a report is late because nobody had time to reconcile twelve months of ledgers, adding dedicated hours is a direct fix. FreeMyCloud has placed university-qualified graduate accountants based in the Philippines with Australian businesses since 2010, from individual operators to ASX-listed companies, able to work with Xero, MYOB, QuickBooks, Reckon or a client’s own software, in Australian business hours. The cost is about 50% less than employing a bookkeeper locally. See how it works or the models in outsourced bookkeeping services in Australia compared.
It does not solve everything above. FreeMyCloud is not a registered tax or BAS agent and does not lodge. The financial report is prepared under the directors’ responsibility and audited by a registered company auditor, and no bookkeeping provider supplies that opinion. A company facing a disputed accounting treatment needs its auditor, and a business with spare in-house capacity is simpler keeping the work in house. Accounting firms can see services for accountants; larger groups, bookkeeping for ASX listed companies and the audit readiness guide; construction groups, bookkeeping for builders and taxation and compliance.
Not sure whether your group has crossed a threshold?
Monthly accounts answer the revenue, assets and headcount questions before year end does.
Or call 1300 66 88 14, or try the savings calculator. No lock-in contracts.
Frequently asked questions
What is a large proprietary company?
A proprietary company is a large proprietary company for a financial year if it satisfies at least two of three tests under section 45A of the Corporations Act 2001, measured across the company and the entities it controls. As published by ASIC for financial years commencing on or after 1 July 2019, those are consolidated revenue of $50 million or more, consolidated gross assets of $25 million or more, and 100 or more employees at the end of the financial year.
Do audited financial statements have to be lodged with ASIC?
For a large proprietary company that is not a disclosing entity, yes. ASIC says the annual financial report must be audited, lodged with ASIC within four months of the financial year end and sent to members in the same period. Audited financial statements are lodged on ASIC Form 388 with the directors’ report and the auditor’s report. Limited audit relief exists under ASIC Corporations (Audit Relief) Instrument 2016/784.
What are directors duties when a financial report is late?
ASIC said in its release that directors are accountable for ensuring their company meets its financial reporting obligations, and asked directors to review those obligations rather than wait for ASIC to intervene. ASIC also states that officeholders must understand and ensure the company meets its record keeping obligations, and should get advice from an accountant or other professional if they do not. Deciding what to do about an overdue report is for the directors with their auditor and registered agent.
Does a small proprietary company ever have to lodge a financial report?
Sometimes. ASIC’s Information Sheet 31 lists small proprietary companies that are foreign-controlled, and those with one or more crowd-sourced funding shareholders during the year, as having to prepare financial reports. A small proprietary company can also be directed to prepare one by ASIC under section 294 or by its own shareholders. Some foreign-controlled companies can rely on relief under ASIC Corporations (Foreign-Controlled Company Reports) Instrument 2017/204.
What are company financial statements, and who can access them?
Company financial statements are the profit and loss, balance sheet and accompanying notes that make up the annual financial report. Where a company lodges them with ASIC they become available through ASIC’s registers. Separately, ASIC says company directors have a right to access financial books and records at all reasonable times, while members’ access to financial records may depend on the company constitution.
Can an outsourced bookkeeper prepare a company’s financial report?
An outsourced bookkeeper maintains the underlying records and the monthly management accounts the statutory financial report is built from, which is usually where the delay sits. The financial report itself is prepared under the directors’ responsibility and audited by a registered company auditor. FreeMyCloud is not a registered tax or BAS agent and does not lodge, so lodgement and the audit opinion stay with the company’s registered agent and auditor.
This article is general information about Australian bookkeeping and reporting obligations, current as at 10 November 2026. It is not tax, financial or legal advice. FreeMyCloud is not a registered tax or BAS agent and does not prepare or lodge tax returns. Rates, thresholds and dates change. Confirm your own position with your registered tax or BAS agent.
