RG 34 Auditor obligations: Reporting to ASIC has long been the key ASIC regulatory guide setting out when auditors must notify ASIC of suspected contraventions, breaches or other matters arising from the conduct of an audit under the Corporations Act 2001 and other related laws.
In September 2025, the ASIC reissued RG34 and whilst the overarching policy pertaining to auditor obligations when notifying ASIC remains the same, ASIC has provided further guidance in relation to what constitutes a ‘significant’ actual or suspected contravention under s.311 of the Corporations Act 2001.
What are the key changes?
As part of the new guidance, ASIC now considers that a suspected failure to lodge a financial or sustainability report (in relation to the impending changes brought about by AASB S1 and S2) is significant, obliging the auditor to report to the ASIC via the appropriate channels as follows:
- For listed entities or disclosing entities where the report has not been lodged by its due date;
- For all other entities where the report remains outstanding 28 days after the due date.
Due to the significant numbers of private companies recently failing to lodge statutory financial statements for an extensive period, ASIC further considers that repeated or multi-year lodgement failures are a higher risk contravention and would necessitate more prompt reporting.
Do I need to lodge and do I need an audit?
Under Part 2M of the Corporations Act, entities that must prepare and lodge a financial report for each financial year include:
- Disclosing entities including ASX-listed entities and registered managed investment schemes;
- Public companies;
- Large proprietary companies;
- Registered schemes;
- Registritable superannuation entities;
- Small proprietary companies where directed by ASIC, shareholders or foreign controlled;
- Small companies limited by guarantee where directed by ASIC or members.
Proprietary companies must meet two of the following criteria to be considered ‘large’:
- $50m or more in gross consolidated revenue;
- $25 million or more in gross consolidated assets;
- 100 or more employees.
In addition, the annual financial report lodged with the ASIC must generally be audited with an option for a review in the case of companies limited by guarantee with revenue greater than $250,000 but less than $1m.
Audit relief can further be obtained from ASIC in the case of some public companies limited by guarantee and small foreign-controlled companies where exemptions may apply however this is on a case-by-case basis requiring disclosure to the ASIC.s.
What does this mean for financial statement preparers?
As ASIC has made it explicit that non-lodgement or late lodgement is a significant and reportable contravention, management and those charged with governance need to be aware of these key changes when drafting reporting timelines.
The key next steps for directors and management include:
- Providing auditors with full access to records, timely responses to audit queries and escalating early where issues arise to avoid potential delays on sign-off.
- Reviewing ASIC lodgement history and ensuring future compliance by understanding why deadlines may have been missed, implementing corrective action and undertaking compliance tracking;
- Strengthening governance over financial reporting including assessing requirements for audit and lodgement of financial statements for historical and future periods;
- Tightening year-end timetables to ensure draft financial statements are prepared early, supporting documentation is readily available and board sign-off processes are robust;
Accru’s offers services regarding financial reporting as well as a range of other audit and assurances services for a huge diversity of organisations. If you’d like to know more about how we could add value through an audit or preparing financial statements, please feel free to contact us.
