Financial reporting for foreign-controlled Australian companies: lodge, audit or Form 384?

A small Australian Pty Ltd that is controlled by a foreign company has to prepare, audit and lodge annual financial reports with ASIC, unless it qualifies for relief. The relief most foreign-owned subsidiaries use needs a directors' resolution each year and a one-off ASIC Form 384, both lodged inside a strict window. If your Australian group is "large", or the window is missed, you prepare audited accounts and lodge them within four months of year end.

This catches out many overseas parents. A domestically owned small Pty Ltd generally doesn't lodge accounts with ASIC at all, so foreign founders often assume their subsidiary is in the same position. It isn't, until the directors take the right steps.

Step 1: Is the company small or large?

ASIC classifies a proprietary company as large for a financial year if it meets at least two of these three tests, measured on a consolidated basis with the entities it controls (ASIC: large or small proprietary company):

A company that meets fewer than two tests is small. The definitions live in section 45A of the Corporations Act 2001, with the dollar amounts and headcount set by regulation.

A large proprietary company must prepare a financial report and directors' report every year, and ASIC says the accounts must be audited unless ASIC grants relief. Being foreign owned makes no difference to that answer, so if you are large, Form 384 is not available.

Step 2: Why foreign control changes the answer for small companies

Under section 292(2)(b), a small proprietary company that was controlled by a foreign company for all or part of the year must prepare and lodge a financial report. The exception is when the company's results are consolidated, for that period, into financial statements lodged with ASIC by a registered foreign company, an Australian company, a registered scheme or a disclosing entity (ASIC RG 58, RG 58.8).

ASIC's guidance on small proprietary companies sorts foreign-controlled companies into four buckets:

1. Not part of a large group, directors resolve to rely on relief: no auditor, no financial report lodged.
2. A parent lodges consolidated statements with ASIC covering the company: no auditor, no report lodged.
3. Never audited since 1993 (with a narrow exception for some mid-1990s years): prepare reports and lodge them within four months, possibly unaudited under ASIC's audit relief.
4. Everyone else: prepare, audit, lodge with ASIC and send to members within four months of year end.

Most new subsidiaries of overseas groups should be aiming for bucket 1.

Step 3: The Form 384 relief, and what changed in September 2026

For years the relief sat in ASIC Corporations (Foreign-Controlled Company Reports) Instrument 2017/204. ASIC has since folded it, with other reporting relief, into ASIC Corporations (Annual and Half-year Reporting) Instrument 2026/468. ASIC's consolidated instruments page lists 2017/204 as superseded, and the current Form 384, dated 17 September 2026, now cites the new instrument. Some ASIC pages still name the old instrument, so expect both references in older advice. The mechanics described below come from the current form.

The resolution

The directors must resolve to rely on the relief no earlier than three months before the start of each financial year it is to apply to. That's a yearly obligation. Signing it late in the year is a common mistake, but the bigger risk is forgetting it entirely in year three or four.

The notice

Form 384 is lodged for the first financial year the relief is relied on, and again for the first year after any year in which it wasn't. The lodgement window opens three months before the start of the relevant financial year and closes four months after its end. ASIC charges no fee for it.

The trap: no extension

The form states that no extension of time is available. If Form 384 isn't lodged within the window, the company hasn't met the conditions and should prepare, audit and lodge financial statements for that year. With a 30 June year end, that means an audit nobody budgeted for, due by 31 October.

Stopping the relief

If the directors decide to stop relying on the relief, or the company stops being foreign controlled, or it can't rely on the relief for another reason, and it won't lodge a financial report for that year, it must lodge Form 394. Under RG 58, failing to deal with cessation properly can stop the company reapplying the relief in later years.

The "large group" test: where groups get it wrong

The relief is only available if the company is not part of a large group. RG 58 (written before the 2026 consolidation, and still referred to by the new Form 384) explains that the group isn't just your subsidiary and the entities under it. It also includes Australian entities that control it and any other entities in Australia controlled by the same foreign parent, plus everything those entities control (RG 58.16).

The group is large if, on a combined basis, it meets two of the same three thresholds: $50 million revenue, $25 million gross assets or 100 employees (RG 58.18). ASIC says the purpose is to stop foreign groups splitting into smaller companies to avoid reporting.

Say a German parent owns two unrelated Australian companies: a sales company with $30 million of revenue and 60 staff, and a property-holding company with $28 million of assets. Each one alone is small. Combined, they meet the revenue and assets tests, so neither can use Form 384 relief. Sister companies are the usual blind spot, especially after an acquisition.

If you do have to lodge

Reports go to ASIC with Form 388, which ASIC also uses to record the company's appointed auditor. For entities other than disclosing entities and registered schemes, the deadline is four months after year end (ASIC: company financial reports). ASIC lists no lodgement fee for the standard proprietary company versions of Form 388, but late fees apply: $102 if up to one month late and $428 after that, under ASIC's 2026–27 fee schedule.

Practical points:

• Appoint the auditor early. A first audit for a subsidiary with an overseas finance team takes longer than people expect.
• Don't assume the parent's group accounts will do. Statements filed with an overseas regulator can't replace the Australian company's own reports (RG 58.11).
• Synchronising year ends with the parent is possible, but RG 58 sets out separate rules for it. Ask your accountant before changing it.

How this links to the annual review

Every company gets an ASIC annual statement on its review date. The directors must pass a solvency resolution within two months of that date unless the company lodged a financial report in the previous 12 months. A company relying on Form 384 relief lodges no financial report, so it still needs the solvency resolution every year. Our guide to the annual statement and solvency resolution covers that cycle, and the compliance calendar tool turns your review date into deadlines.

ASIC relief does not touch your tax obligations. The company still lodges income tax returns and, where registered, activity statements. See tax obligations for foreign-owned companies.

A workable annual routine

Who does what

Your accountant or auditor should confirm the company's size, the group test and whether relief applies. That's an accounting judgement, and we don't give accounting or tax advice. Where we're the resident director, we sign the yearly resolution once the figures support it, and our compliance packages track the Form 384 window alongside the annual review. Details are on our pricing page.

General information only, current as at 27 October 2026. This isn't legal, accounting or tax advice, so confirm your company's position with your adviser.

General information about Australian law and practice, not legal or tax advice for your circumstances. Check the official sources, or ask your adviser, before you act.