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In brief

The Australian Government has passed a new law requiring all Australian public companies (listed and unlisted) to disclose in their annual financial reports information about their consolidated entities, including their country of tax domicile.

Following Royal Assent, the change will apply in relation to financial years commencing from 1 July 2023.


Key takeaways

Under the new law, an Australian public company’s annual financial report will need to include a “consolidated entity disclosure statement”, which either:

  • If the accounting standards require the company to prepare consolidated financial statements, discloses details of each entity within the company’s consolidated group, including its name, entity type, place of incorporation (if applicable) and each jurisdiction of residency for tax purposes
  • States that the above requirement does not apply to the company

The directors’ declaration about the financial statements, and the CEO’s and CFO’s declarations for a listed company, will need to include an opinion that the consolidated entity disclosure statement is true and correct.

In depth

Under the new law, if the accounting standards require a public company to prepare financial statements in relation to a consolidated entity, the company’s consolidated entity disclosure statement must provide the following information for each entity within the consolidated entity at the end of the financial year:

  • The entity’s name
  • Whether the entity is a body corporate, partnership or trust, and whether it is a trustee of a trust within the consolidated entity, a partner in a partnership within the consolidated entity, or a participant in a joint venture within the consolidated entity
  • If the entity is a body corporate, where it was incorporated or formed and the percentage of its issued share capital held directly or indirectly by the company
  • A list of each jurisdiction in which the entity is a resident for tax purposes

This change is part of the government’s broader multinational tax integrity package, which also includes amendments to the thin capitalisation rules passed at the same time. According to the explanatory materials, “The intent is that increased public disclosures will lead to enhanced scrutiny on companies’ arrangements … the expectation is that more information in the public domain will help to encourage behavioural change in terms of how companies view their tax obligations, including their approach to tax governance practices, decision making around aggressive tax planning strategies and potential simplification of group structures. The reporting of a company’s subsidiary information would be in line with international approaches to enhanced corporate tax transparency, such as that of the UK.”

Following Royal Assent to the new law, the new disclosure requirements will apply in relation to financial years commencing from 1 July 2023. Please contact us to discuss how this change affects your company.

Author

Richard Lustig — a partner in the Firm’s Melbourne office — is the Australian head of mergers and acquisitions and has 30 years experience in acting for bidders and targets. Richard focuses on public mergers and acquisitions including takeovers and schemes of arrangements, as well as initial public offerings and capital raisings. Richard is recognized as a leading recommended lawyer by Chambers Global, APL500, Chambers Asia Pacific, Best Lawyers in Australia, Doyles and IFLR. Chambers Global recognizes Richard's prominence in takeover transactions and those conducted by schemes of arrangement.

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