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If you’re thinking about launching – or already running – an unlisted public company in Australia, you might be wondering what reporting requirements you need to meet. While becoming a public company can open up opportunities to attract investment and scale your business, it also means more obligations around transparency and compliance – especially compared to being a private company.
Understanding these reporting requirements is critical. It’s about more than ticking boxes: meeting your duties under the Corporations Act helps protect your directors, builds trust with investors (even if your shares aren’t listed on the ASX), and keeps you out of trouble with regulators like ASIC.
Getting your company’s compliance right can feel daunting if you’re unprepared, especially when you’re also managing business growth or capital raising. But with the right guidance and a clear plan, you can confidently meet your obligations and focus on building your business for the long haul. This guide will explain what unlisted public companies are, the key reporting requirements you must follow, and practical steps for ongoing compliance – plus which legal documents are essential to get things right from day one.
Let’s dive in to what you need to know.
What Is an Unlisted Public Company?
Before diving into reporting, it helps to clarify what exactly an unlisted public company is – and how this structure compares to other options.
A public company in Australia is a legal structure that allows you to offer shares to the public and typically has more than 50 non-employee shareholders. Unlike proprietary (private) companies, public companies have stricter rules around governance and reporting.
An unlisted public company simply means your company is not listed on a public stock exchange (like the ASX). This is a common structure for businesses that want to raise capital from the public (including crowd-sourced funding or sophisticated investors) but aren’t yet (or don’t wish to be) listed. You may also see this structure with larger-scale not-for-profits, companies limited by guarantee, or startups preparing to scale up.
If you’re just getting started and weighing up company structures, our guide to business structures might be helpful.
Why Choose an Unlisted Public Company?
There are some key reasons an entrepreneur or business might choose to operate as an unlisted public company:
- Greater ability to raise capital: You can offer shares to the public, including via equity crowdfunding if you comply with ASIC’s rules.
- Higher degree of transparency: Required reporting and disclosure helps attract sophisticated investors or facilitate a future listing.
- Potential to grow and scale: Many startups and social enterprises move to a public company structure as they grow, or when establishing a not-for-profit or charity (learn more about NFP formation here).
The trade-off? Unlisted public companies face stricter reporting rules – so it’s important to understand what these are before you commit.
What Are the Key Reporting Requirements for Unlisted Public Companies?
If you’re running (or setting up) an unlisted public company in Australia, you must comply with a range of annual and ongoing reporting requirements under the Corporations Act 2001 (Cth), as well as ASIC’s regulations.
Here are the major reporting requirements you’ll need to meet:
1. Financial Reports
Each financial year, your company must prepare both consolidated and stand-alone financial reports that give a true and fair view of your financial position and performance. These reports usually include:
- A balance sheet
- Profit and loss statement
- Statement of cash flows
- Notes to the accounts
The reports must comply with applicable accounting standards. For most, this means following Australian Accounting Standards (AASBs). All public companies – listed or not – are required to adopt these standards, ensuring transparency and comparability of financial information. For more specialised guidance, especially around intangible assets, check out this guide on AASB 138 and intangibles.
2. Directors’ Report
Alongside the financial report, your board must prepare a directors’ report. This document explains:
- The company’s principal activities for the year
- Operating results and financial position
- Significant changes and future developments (if any)
- Any likely risks your business faces
- Details on dividends paid or recommended
- Details of directors’ qualifications, experience and meetings attended
This is an important chance to communicate with investors and stakeholders, even if your shares are unlisted.
3. Auditor’s Report
All unlisted public companies must appoint a registered company auditor and have their annual financial report audited every year. The auditor’s report is then included with your annual reporting package.
It’s critical that the appointment and independence criteria for auditors are strictly followed, and that the audit is completed and signed off before the reports are circulated or lodged with ASIC.
4. Lodging With ASIC
Every year, you must lodge the following with ASIC (the Australian Securities and Investments Commission):
- Your audited annual financial statements
- Your directors’ report
- Your auditor’s report
The deadline is usually within 4 months of the end of your financial year. ASIC provides online lodgement via their portal. Failing to lodge on time can result in late fees and even regulatory action, so mark this date in your compliance calendar.
If you need more practical tips on ASIC compliance, our article on updating company details with ASIC is a great resource.
5. Holding Annual General Meetings (AGMs)
You must hold an Annual General Meeting (AGM) within 5 months of the end of your company’s financial year. At the AGM, the financial report, directors’ report and auditor’s report are presented to shareholders. Shareholders can ask questions and vote on key matters.
Unlisted public companies can hold AGMs in-person, virtually, or as a hybrid, so long as all shareholders are given fair notice and opportunity to participate. If you’re new to AGMs, check out our comprehensive AGM explainer.
6. ASIC Annual Review and Solvency Resolution
Like every Australian company, you must complete an annual review with ASIC. You’ll receive a statement each year to check your company details, pay your annual fee, and confirm a solvency resolution (that your company can meet its debts as they fall due).
This is a great time to make any updates to your company record. Missing your annual review fee (or giving inaccurate info) could risk deregistration.
What About Unlisted Shares in Australia?
As an unlisted public company, you can offer shares to the public, but your shares won’t be traded on a public exchange like the ASX. These are called unlisted shares.
Even with unlisted shares, disclosure and compliance rules are strict. If you’re planning to raise capital from the public, you’ll typically need to prepare a prospectus or other disclosure document (unless an exemption applies).
If you’re looking to attract sophisticated or professional investors, or using crowd-sourced funding, there are specific rules and disclosure obligations. The reporting requirements outlined above still apply, but you may have extra obligations under the Corporations Act 2001 when offering shares to the public.
To understand the best funding strategy for your business, check out our guide to raising capital for your startup.
How to Stay Compliant: Step-by-Step Guide
Let’s break down the reporting and compliance journey into manageable steps so you can stay on top of your obligations all year round:
- Maintain Proper Financial Records: Set up strong bookkeeping and accounting procedures from day one. Engage a reputable accountant or finance officer to ensure all records are accurate and retrievable.
- Prepare Annual Reports: Get your financial statement prepared in line with Australian Accounting Standards. Don’t leave this to the last minute – audits and checks take time.
- Conduct an Audit: Appoint a registered company auditor and have your annual statements audited. Give them adequate time and access to records.
- Hold Your AGM: Plan your Annual General Meeting (including shareholder communication and AGM notices) and ensure all statutory deadlines are met.
- Lodge Reports With ASIC: Use the ASIC portal to lodge your financial, directors’, and auditors’ reports within four months of year-end.
- Pay Your ASIC Annual Review Fee: When you receive your annual review, pay the fee on time and pass the solvency resolution.
- Stay on Top of Ongoing Obligations: Don’t forget ongoing disclosure of any changes to directors, company secretary, or constitution. These must be reported to ASIC, usually within 28 days.
A compliance calendar and regular reminders can make all the difference when juggling these responsibilities. If you’re uncertain, seeking advice from legal experts can save you headaches in the long run.
What Legal Documents Will I Need?
Staying compliant as an unlisted public company isn’t just about annual reports or the AGM. You’ll also need to ensure you have robust legal documents and contracts in place to protect your company, stakeholders, and reputation. Commonly required documents include:
- Company Constitution: Your core governance document outlining how your company is run, director powers, and member rights. Every public company must have one – if you don’t, ASIC will apply its “replaceable rules” by default (company constitution setup).
- Shareholders’ Agreement: Not strictly required by law but strongly recommended. This guides decision-making, share transfers, dispute resolution, and more between shareholders – vital if you take on outside investment (read more on shareholder agreements).
- Directors’ Service Agreements: Clear written agreements outlining duties, remuneration, confidentiality, and termination for directors. These can help manage risk and clarify expectations (learn about directors’ service agreements).
- Register of Members: An up-to-date list of your shareholders, contact info, shareholdings, and changes. This is a legal requirement for all public companies.
- Annual Disclosure Documents: If issuing shares to the public, you may need a prospectus or offer information statement, alongside your regular reports.
- Financial Policies: If you’re handling significant funds (especially for not-for-profits or crowd-funding), detailed financial controls and conflict of interest policies are a must (see our conflict of interest policy article).
- Privacy Policy: Required if you collect personal information from customers, members, or the public – even if you’re not a tech company (why you need a Privacy Policy).
Not every company will need the same suite of documents. It’s always smart to speak to a solicitor and have your legal documents drafted or reviewed to ensure they fit your business’s unique needs.
Are There Any Other Laws or Standards I Need to Follow?
In addition to the reporting requirements outlined above, unlisted public companies must remain compliant with a range of other important laws and standards. Here are the key areas to keep on your compliance radar:
- The Australian Consumer Law (ACL): If you sell goods or services to the public, you must comply with consumer protection rules around advertising, refunds, warranties, and fair trading (ACL basics for businesses).
- Employment and Workplace Law: Hiring staff means you must provide proper employment contracts, pay entitlements, superannuation, and maintain a safe workplace. The Fair Work Act and awards may apply.
- Intellectual Property (IP) Law: Protect your company’s brand, logo, and trade secrets. If you create unique products or branding, consider registering trade marks and other IP.
- Privacy and Data Protection: Most companies collecting personal information must comply with the Australian Privacy Principles and have a compliant privacy policy in place.
- Tax Compliance: Register for an ABN and, if applicable, GST. Keep accurate tax records and meet your BAS and company tax obligations.
Remember, regulatory breaches can cause serious reputational harm and result in fines or other enforcement action – no matter how big (or unlisted) your company is.
What Are Common Pitfalls for Unlisted Public Companies?
Many founders and boards find themselves tripped up by compliance for a few common reasons:
- Poor record-keeping: Not tracking meetings, resolutions, or financials properly.
- Missing deadlines: Late lodgement of reports or annual review fees leads to penalties and potential deregistration.
- Unclear company constitution: A generic or outdated constitution can create conflicts between directors and shareholders.
- Forgetting ongoing ASIC updates: Not informing ASIC of director or officeholder changes within 28 days.
- Skipping the audit: No shortcut – public companies must appoint an auditor and present an audit report annually.
- Poor shareholder communication: Not communicating transparently with shareholders (especially before or after a capital raise).
Being proactive, getting advice, and having robust documents are your best defences here.
What If I Want to List My Company (ASX) in Future?
Many founders see an unlisted public company as a step towards a future stock market listing. If this is you, keeping a strong compliance track record is crucial.
When listing on the ASX, your historical financials, governance history, and compliance record will be scrutinised. Any lapses in timely reporting, missed AGMs, or weak internal controls can present red flags to ASX or future investors – potentially delaying or even derailing your IPO ambitions.
If listing is a medium-term goal, be diligent from day one. Consider extra governance policies, board committees, and investor relations best practices even while unlisted.
Key Takeaways
- Unlisted public companies in Australia must comply with strict reporting requirements under the Corporations Act – including audited financial reports, directors’ reports, AGMs, and timely lodgement with ASIC.
- Offering unlisted shares to the public adds more complexity: extra disclosure documents (like a prospectus) and continuous disclosure obligations may apply.
- Robust legal documents such as a company constitution, shareholders’ agreement, and directors’ service agreements help manage risk and clarify governance.
- Don’t overlook other critical areas: compliance with the Australian Consumer Law, employment obligations, IP, and privacy standards are all essential.
- Staying organised – with good record-keeping, a compliance calendar, and regular advice from legal and financial experts – will help keep your company safe, transparent, and ready for long-term growth.
If you would like a consultation about starting – or running – an unlisted public company in Australia, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat. We’re here to help you navigate the legal requirements so you can focus on building your dream.
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