Section 317 — Corporations Act 2001 (Cth)

(1) The directors of a public company that is required to hold an AGM must lay before the AGM:

(a) the financial report; and

(aa) the sustainability report (if one is required to be prepared); and

(b) the directors’ report; and

(c) the auditor’s reports;

for the last financial year that ended before the AGM.

Note 1: If the company’s first AGM is held before the end of its first financial year, there will be no reports to lay before the meeting.

Note 2: A public company that has only 1 member is not required to hold an AGM (see section 250N).

Note 3: Section 250RA imposes on the auditor of a listed public company an obligation to attend or be represented at the AGM.

Note 4: This section does not apply to retail CCIVs: see section 1232K.

(1A) Subsection (1) does not apply to a small company limited by guarantee in relation to a report if the company is not required under a member direction made under section 294A or an ASIC direction made under section 294B to prepare or obtain the report.

(2) An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability, see section 6.1 of the Criminal Code.

Related sections

• s 316 — Choices for members of companies, registered schemes or disclosing entities
• s 316A — Annual financial and sustainability reporting to members of companies limited by guarantee
• s 316B — Annual sustainability reporting to the public by other entities
• s 318 — Additional reporting by debenture issuers
• s 319 — Lodgment of annual reports with ASIC
• s 320 — Lodgment of half‑year reports with ASIC

Research how courts apply s 317

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