Company record keeping in Australia: financial records, minutes and what can be held overseas

An Australian company must keep written financial records that correctly record and explain its transactions and financial position, and retain them for 7 years after the transactions are completed (s286 of the Corporations Act 2001). Financial records can be kept overseas, but the company must keep enough information in Australia to prepare true and fair financial statements and tell ASIC where it is. Minutes of board and shareholder decisions must be recorded within one month and the minute book must be kept in Australia. The ATO has its own 5-year rule for tax records, which must be in English or easily converted. This guide sets out what each rule means for a foreign-owned Pty Ltd and what a resident director needs to see.

The four record-keeping regimes

The registers of members, options and beneficial ownership are covered in our company registers guide, so they aren't repeated here.

Financial records: s286

Section 286(1) of the Corporations Act requires every company to keep written financial records that:

• correctly record and explain its transactions and financial position and performance, and
• would enable true and fair financial statements to be prepared and audited.

The definition in s9 includes invoices, receipts, orders for payment, cheques and vouchers, documents of prime entry, and working papers explaining how the financial statements are made up and any adjustments.

Section 286(2) requires the records to be retained for 7 years after the transactions covered by the records are completed. Note the start point. On the wording of s286(2), a 10-year lease signed in year one isn't "completed" until it ends, so the clock for that contract runs from the end, not the start.

Contravening s286(1) or (2) is an offence, and there is also a strict liability version (s286(3) and (4)). Poor records also matter in an insolvency: see insolvent trading and safe harbour.

What ASIC expects in practice

ASIC's company record-keeping page says records can be digital but you must be able to produce hard copies within a reasonable time if asked. Its list of records to keep includes:

• cash records, general ledger, sub-ledgers and journals
• bank statements and loan documents
• profit and loss statements, balance sheets, depreciation schedules and tax returns
• contracts and deeds, such as service agreements and leases
• inter-company transactions
• payments to employees, including PAYG withholding, super and fringe benefits.

Inter-company transactions deserve attention in a foreign-owned group. Management fees, recharges, loans and IP licences between the subsidiary and the parent need supporting agreements and calculations in the Australian company's records, not just entries in the group consolidation. The same documents support the company's position on transfer pricing.

Format and language

• Electronic records must be convertible into hard copy, and hard copy must be made available within a reasonable time to a person entitled to inspect them (s288).
• Language: the records may be kept in any language, but an English translation must be made available within a reasonable time to a person entitled to inspect them who asks for it (s287).

Can company records be kept overseas?

This is the question foreign-owned companies ask most, and the answer depends on which record.

Financial records: yes, with conditions

Section 289(1) lets a company decide where to keep its financial records. If records about particular matters are kept outside Australia:

1. Sufficient written information about those matters must be kept in Australia to enable true and fair financial statements to be prepared (s289(2)). This is a strict liability offence if breached.
2. ASIC must be notified in the prescribed form of the place where that information is kept. That is Form 313. ASIC lists the lodging period for financial records as 1 month and no fee, with late fees if it's lodged late.
3. ASIC can direct production. Under s289(3) and (4), ASIC may direct the company in writing to produce specified financial records kept outside Australia, at a reasonable place in Australia, by a day at least 14 days after the direction is given.

A cloud accounting system run by the parent's finance team usually works, as long as someone in Australia can access and print the ledgers, the Form 313 has been lodged where needed, and the records can be pulled together within the 14-day window.

Minute books: no

Section 251A(5) requires the company to keep its minute books at its registered office, its principal place of business in Australia, or another place in Australia approved by ASIC. An electronic minute book is fine in practice, but it must be held for the Australian company in Australia, not only in the group's legal team's system abroad. This is one reason many groups keep the minute book with their Australian company secretary or registered office provider.

Minutes: s251A

A company must keep minute books in which it records, within 1 month:

• proceedings and resolutions of members' meetings
• proceedings and resolutions of directors' meetings, including committees
• resolutions passed by members without a meeting
• resolutions passed by directors without a meeting
• for a proprietary company with only 1 director, the declarations the director makes.

Minutes of a meeting must be signed within a reasonable time by the chair of that meeting or the next one (s251A(2)). Minutes of a written resolution must be signed by a director within a reasonable time (s251A(3)). A sole director signs their own declarations (s251A(4)); see sole director companies. Breaches are strict liability offences (s251A(5A)).

Properly recorded and signed minutes are evidence of the decision unless the contrary is proved (s251A(6)). That evidential value is what protects directors later. Members can inspect the minute books for members' meetings and members' written resolutions free of charge, and can ask for copies, which must be sent within 14 days (s251B).

For a wholly owned subsidiary, most decisions are made by written resolution. See shareholder resolutions and signing documents from overseas for how to get them signed across time zones. Then file each one in the minute book within the month.

The ATO's rules

The ATO's record-keeping overview says:

• you need to keep most records for 5 years. For some records the 5 years starts at a specific point. For example, for FBT records it starts from the date you lodge the FBT return, and for employee super contributions it starts from the date of the contribution.
• records must be in English or able to be easily converted to English.
• relevant information must not be changed, and must be stored so it's protected from being changed or damaged.

Some records must be kept for longer, according to the ATO's page on records to keep longer than five years:

• records used to work out a tax loss carried forward, until the period of review for the return in which the loss is deducted has ended
• depreciating assets and CGT assets, for as long as you hold the asset and then 5 years after disposal
• records connected to an amended assessment, long enough to cover the period of review.

Which rule wins? Keep financial records for the longest applicable period. For most companies that is the Corporations Act's 7 years, extended where a tax rule runs longer. Note the language difference too: the Corporations Act lets records be kept in another language with translation on request, but the ATO expects English or easy conversion. A subsidiary keeping its books in Japanese or German in the parent's ERP should check it can produce English versions quickly. Our guide to company tax obligations covers the lodgements those records support.

Directors' rights of access

Financial records: s290

A director has a right of access to the company's financial records at all reasonable times (s290(1)). On a director's application, the court can authorise another person, such as an accountant, to inspect them on the director's behalf and make copies (s290(2) and (3)). ASIC's guidance confirms directors have this right, and that officeholders must give auditors copies of financial records on request.

Other books: s198F

Section 198F lets a director inspect the company's other books (not the financial records, which s290 covers) at all reasonable times for the purposes of a legal proceeding the director is a party to, proposes in good faith to bring, or believes will be brought against them. After leaving the board, a former director can inspect the books, including financial records, for those purposes for 7 years (s198F(2)). The company must not refuse access (s198F(4)).

What a resident director needs access to

A resident director carries the same duties as every other director (see director duties), and is often the one in Australia when ASIC or the ATO asks for something. In practice they need:

1. Read access to the accounting system, or monthly management accounts and bank statements, not just the annual financial statements.
2. The minute book, current to within a month, with every signed resolution.
3. The registers, kept where the law requires.
4. The location of offshore records, and confirmation that a Form 313 has been lodged if needed.
5. ATO correspondence, lodgement confirmations and the tax agent's contact.
6. Inter-company agreements and the calculations behind group charges.

If a parent restricts this access, the resident director's s290 right still applies, and a director who can't see the records should say so in writing.

Where we fit

Our company secretarial service maintains the minute book and statutory registers in Australia and lodges ASIC forms such as Form 313 where needed. Our resident directors ask for the access listed above as a condition of appointment. We don't do bookkeeping or tax returns; your accountant does. See pricing.

This page is general information, current at 28 October 2026, and is not legal or tax advice. Confirm retention periods for your company's records with your accountant or tax agent.

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.