ASIC Form 382 Sets Notification Process for Proprietary Company Audit Relief Under Instrument 2016/7

Key Takeaways

• ASIC Form 382 is the notice proprietary companies must lodge to document director and shareholder resolutions that their financial report need not be audited under ASIC Corporations (Audit Relief) Instrument 2016/784.
• Lodgement alone does not confer relief, and no extension of time is available, so a missed window means the company must prepare, audit, and lodge its financial report.
• Compliance teams should confirm eligibility and diary deadlines before filing.

Deep Dive

ASIC Form 382 is the notice proprietary companies must lodge to document director and shareholder resolutions that their financial report need not be audited under ASIC Corporations (Audit Relief) Instrument 2016/784. Lodgement alone does not confer relief, and no extension of time is available, so a missed window means the company must prepare, audit, and lodge its financial report. Compliance teams should confirm eligibility and diary deadlines before filing.

Form 382 is a notification mechanism, not an approval. Directors (all of them) and shareholders (all of them) must each resolve that the financial report for a given financial year should not be audited, and the company then notifies ASIC. The form is made under sections 340 and 341 of the Corporations Act 2001. ASIC's guide states that a company only has the benefit of the relief if it meets every requirement of the Instrument, so filing the form without verifying eligibility creates a false sense of assurance. The guide references foreign-controlled status, and Regulatory Guide 115 provides the detailed eligibility criteria. Note that the document supplied is dated 1 October 2016 for the form version, although it is presented with a 2026 date and labeled a press release. It appears to be a form and guide rather than a new regulatory change, so teams should verify the current version on ASIC's website.

Timing is the main compliance risk. Both sets of resolutions must be passed, and the form lodged, within the period beginning three months before the start of the financial year and ending four months after its end. Resolutions are required for each year in which relief is sought. The form must be lodged for the first year relief is applied, and for the first year relief is applied again after a year in which it did not apply. The guide states that no extension of time is available. Failure to pass the resolutions and lodge on time means the conditions of the Instrument are not met, and the company must prepare, audit, and lodge its financial statements and reports.

The form must be signed by a director or secretary, who certifies that the information is true and complete. This creates personal accountability for accuracy. The form is lodged by post and becomes part of the public register, so contact and company details will be publicly visible. Any personal information is handled under ASIC's privacy policy.

Companies must also lodge Form 396 if relief ceases, which occurs when directors or shareholders do not resolve to apply relief for a year, the company stops being foreign-controlled, or relief cannot be applied for another reason. Missing this notice is an ongoing compliance gap.

Recommended actions:
- Maintain a register of entities relying on the relief, with financial year-end dates and resolution and lodgement deadlines.
- Complete an eligibility checklist against Instrument 2016/784 and RG 115 before each lodgement.
- Retain signed director and shareholder resolutions as evidence.
- Monitor changes in control or status that would trigger Form 396.
- Keep a contingency plan and auditor engagement ready in case relief fails.

Impact is moderate for affected subsidiaries of foreign groups. The main exposures are an unaudited financial report that does not qualify for relief, which is a breach of the Corporations Act, along with regulatory scrutiny and reporting problems for the group.

Source: Australian Securities and Investments Commission