ASIC’s Financial Reporting Blitz: 30 Days Until the 31 October Deadline: What Directors and Company Officers Need to Know

On 1 October 2026, Queensland directors and company officers running large proprietary companies have exactly 30 days to ensure their annual financial reports are lodged with ASIC. The deadline, 31 October 2026, applies to companies with a 30 June financial year-end. Miss it, and ASIC is not issuing warnings. It is issuing infringement notices and taking companies to court.

If you are a director, officer, or senior manager of a large proprietary company in Queensland and you are not across your financial reporting obligations under the Corporations Act 2001 (Cth), this article is essential reading.

What Happened: ASIC’s Financial Reporting Blitz

In its 2026 enforcement priorities, ASIC identified financial reporting misconduct, including failing to lodge financial reports on time, as a primary focus area. It was not posturing. Since commencing broad surveillance in August 2025, ASIC has issued 27 infringement notices totalling more than $5 million to companies across retail, hospitality, and logistics for alleged breaches of their reporting obligations.

The enforcement actions have included some of Australia’s most recognisable businesses:

• Canva (Canva Pty Ltd and related entities): $792,000 in infringement notices for allegedly failing to lodge FY24 financial reports by 30 April 2025
• Mecca (Mecca Brands Pty Ltd and related entities): $594,000 in infringement notices for allegedly failing to lodge FY24 audited financial reports by 28 April 2025
• Mainfreight Group (Mainfreight Distribution Pty Limited and related entities): $594,000 in infringement notices for allegedly failing to lodge FY25 financial reports by 31 July 2025
• Zara, H&M, and Sephora (Inditex Australia Pty Ltd, H&M Hennes & Mauritz Pty Ltd, Sephora Australia Pty Ltd): $596,000 in infringement notices
• Hudson Global Resources (Aust) Pty Ltd: Prosecuted in court and fined $270,000 on 21 July 2026 for failing to lodge audited financial reports across three consecutive financial years (2022, 2023, and 2024)

ASIC Commissioner Kate O’Rourke has been direct: “We have issued infringement notices to companies across a range of sectors including retail, hospitality and now logistics. All of these companies play a significant role in our economy and should be complying with their financial reporting obligations.”

What the Law Requires: Section 319 of the Corporations Act

Under section 319 of the Corporations Act 2001 (Cth), companies required to lodge financial reports must do so within four months of the end of their financial year. For companies with a standard 30 June financial year-end, that deadline is 31 October.

Three categories of obligation matter for Queensland companies:

1. Large Proprietary Companies

A proprietary company is classified as “large” if it meets at least two of the following three criteria:

• Consolidated revenue of $50 million or more
• Consolidated gross assets of $25 million or more
• 100 or more employees

Large proprietary companies must prepare annual financial reports, have them audited, distribute them to members, and lodge them with ASIC within four months of financial year-end.

2. Foreign-Controlled Small Proprietary Companies

Even a company that is technically “small” under the Corporations Act is required to lodge financial reports if it is controlled by a foreign company. This category has been a compliance trap for Australian subsidiaries of multinational groups, including the Zara, H&M, Sephora, and Mainfreight actions, whose parent companies sometimes assume Australian reporting obligations are minimal or derivative.

3. Public Companies and Registered Managed Investment Schemes

Public companies and registered schemes have shorter deadlines, generally three months from financial year-end.

Strict liability offence. Missing the lodgement deadline under section 319 is a strict liability offence. ASIC does not need to prove the company intended to breach, only that the report was not lodged on time. Good intentions, staffing difficulties, and audit delays are not defences.

Why ASIC’s Enforcement Is Different Now

ASIC’s enforcement approach on financial reporting has changed structurally since 2025. Three features of the current campaign are particularly significant.

Data-Driven Surveillance, ASIC Finds You

ASIC now uses targeted data analytics to identify non-compliant companies proactively. In 2025, ASIC engaged with 217 companies as part of its surveillance and identified 151 that were non-compliant. These companies did not come to ASIC’s attention through complaints or tip-offs. ASIC found them by cross-referencing its own registers.

For Queensland directors, this means the old assumption, “if I don’t lodge, nobody will notice unless someone complains”, is no longer valid. ASIC is actively looking for late lodgers at scale, and it is finding them.

Two-Track Approach: Infringement Notices vs Court Prosecution

ASIC is operating a two-track enforcement model:

• Infringement notices (currently $198,000 maximum per entity per 12-month period): Used for companies that lodge late but ultimately do lodge. Payment is not an admission of guilt or a criminal conviction. However, for corporate groups with multiple entities that each separately qualify as large proprietary companies, the exposure multiplies, each entity faces its own infringement notice.
• Court prosecution: Reserved for companies that do not lodge at all, or that are persistent repeat non-lodgers across multiple financial years. Hudson Global Resources, which missed three consecutive years, was prosecuted in court and received a criminal conviction and a $270,000 fine. This outcome is categorically different from an infringement notice. A court conviction is a permanent record.

FY26 Deadlines Are Now Imminent

For companies with a 30 June 2026 year-end:

• Disclosing entities and registered schemes: Deadline was 30 September 2026, if not lodged, you are already overdue.
• Large proprietary companies and foreign-controlled small proprietary companies: Deadline 31 October 2026, 30 days from today.

ASIC Commissioner O’Rourke issued an explicit public warning in September 2026: “If your reports are not already with your auditors, you should treat this as a matter of urgency.”

What This Means for Directors and Company Officers

Director Duties Exposure

Under sections 180 and 181 of the Corporations Act 2001 (Cth), directors are required to exercise reasonable care and diligence and act in good faith in the best interests of the company. A director who is aware that their company has outstanding financial reporting obligations and fails to take reasonable steps to secure compliance may be exposed to a breach of director duties claim, in addition to any penalty the company itself faces.

This is not a theoretical risk. The Federal Court’s decision in ASIC v Noumi Limited (2026 FCA 958) found former CEO Rory Macleod breached his duties as a director by failing to take reasonable steps to ensure the accuracy of the company’s financial reports, confirming that directors are personally accountable for financial reporting failures, not just the company entity.

Disqualification Risk

A pattern of compliance failures, including financial reporting breaches, can contribute to ASIC exercising its administrative disqualification power under section 206F of the Corporations Act 2001 (Cth). ASIC has used this power extensively in 2026, disqualifying directors involved in company failures where non-compliance was a contributing factor.

Multiplied Exposure in Corporate Groups

Queensland companies operating through corporate group structures should review each entity within the group separately. Each subsidiary that independently meets the large proprietary company thresholds has its own lodgement obligation. Canva, Mecca, and Mainfreight were each hit across multiple entities simultaneously.

Lessons and Action Points

1. Check your company’s classification now, not after 31 October. Does your company, or any entity in your corporate group, meet at least two of: $50M+ revenue, $25M+ gross assets, 100+ employees? If yes, it is a large proprietary company with a section 319 lodgement obligation.

2. Foreign-controlled companies face obligations even if technically “small”. Check with your lawyer whether your Australian subsidiary has a lodgement obligation, regardless of size.

3. If your reports are not lodged, treat this as an emergency. Lodge immediately. If there is already a risk of ASIC inquiry, obtain legal advice before engaging with ASIC.

4. If you receive an infringement notice, do not ignore it. The process for contesting is time-limited and requires a legal strategy. The difference between resolving via infringement notice (no conviction) and court prosecution is significant.

5. Voluntary disclosure and early engagement can mitigate outcomes. ASIC’s enforcement record shows that proactive engagement tends to resolve matters through infringement notices rather than court prosecution. Early engagement, with legal advice, gives the best chance of the least adverse outcome.

How Boss Lawyers Can Help

Boss Lawyers regularly acts for company directors and officers navigating ASIC enforcement inquiries, director duties obligations, and corporate compliance issues. Whether you have received an infringement notice, are concerned about your company’s compliance status, or need strategic advice on engaging with ASIC, we can help you protect your position.

We also act for directors and officers who face personal liability exposure arising from company compliance failures, including breach of director duties claims, disqualification proceedings, and ASIC investigation responses.

For strategic commercial legal advice, call Mark Harley on 1300 267 711.

You can also learn more about our commercial litigation and director advisory services and our insolvency and restructuring expertise.

Frequently Asked Questions

What is the penalty for failing to lodge a financial report with ASIC?

The maximum infringement notice for a financial reporting breach is currently $198,000 per entity. ASIC can issue a separate infringement notice for each entity in a corporate group that breaches its obligation. Companies that fail to lodge across multiple consecutive financial years face court prosecution, which can result in criminal convictions and larger court-imposed fines. Hudson Global Resources missed three years and received a $270,000 fine after court proceedings.

Who is responsible for ensuring a company lodges its financial reports?

The directors and officers of the company bear responsibility for ensuring compliance. A director who fails to take reasonable steps to secure the company’s compliance may be exposed to breach of director duties claims under sections 180 and 181 of the Corporations Act, in addition to any penalty imposed on the company. This was confirmed in the Federal Court’s decision in ASIC v Noumi (2026 FCA 958).

Can I resolve an ASIC infringement notice without a conviction?

Yes. Payment of an infringement notice is not an admission of guilt and does not result in a conviction. This is the key distinction between the infringement notice pathway and court prosecution. However, if you dispute an infringement notice, the matter proceeds to court, where the outcome could be a conviction and a larger penalty. Legal advice before deciding how to respond is essential.

This is general information only and is not legal advice. You should obtain professional advice specific to your circumstances.

Mark Harley is the Principal Solicitor of Boss Lawyers Pty Ltd, a commercial litigation and insolvency law practice based in Brisbane, Queensland. Boss Lawyers regularly acts for directors, company officers, and businesses navigating corporate compliance, director liability, and ASIC enforcement matters.

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