What is group 3 “no material risk” statement prep?
The short-form statement a Group 3 entity without material climate risk can publish — small, real, and still needing director sign-off and an auditor’s report.
Schedule 4 of the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024 phases mandatory climate reporting into the Corporations Act 2001 in three cohorts. Group 1 (the largest entities and NGER reporters) is already lodging; Group 2 starts from a financial year beginning 1 July 2026; Group 3 — an entity meeting at least two of consolidated revenue ≥$50 million, consolidated gross assets ≥$25 million, or 100+ employees, and not already caught by Group 1 or 2 — starts from a financial year beginning 1 July 2027. For a business on a standard July–June year, that's the FY28 annual report, the first one lodged after that year closes.
Group 3 is where the Act builds in a genuine off-ramp. Under s.296B(1) of the Corporations Act, a Group 3 entity that determines it has no material climate-related risks or opportunities for the year doesn't have to produce the full four-pillar AASB S2 disclosure — it can instead publish a short statement recording that conclusion. That statement is not a form you tick and forget: it still needs the directors to resolve that they've formed the view in good faith and on reasonable grounds, and it still needs an auditor's report over it from an AUASB-registered assurance practitioner, same as a full climate statement would. The exemption shortens the document; it doesn't remove the governance around it.
Who does what
CapEasy prepares the assessment file and draft; directors sign, and the auditor’s report comes from an AUASB-registered practitioner.
Who does what
| Your CapEasy team | Group 3 “no material risk” statement prep, the reconciliations and reporting behind it, and the questions list that keeps it honest. |
| Your registered BAS or tax agent | Everything that carries a licence in Australia — rendered exactly as written: work out what goes on your bas, or advise you on it — under tasa 2009 that requires registration we do not hold. |
| You | One conversation with one named person, and the decisions that are genuinely yours. |
Group 3 “no material risk” statement prep in Australia
The Group 3 threshold is 2-of-3, tested against your own numbers, not the industry's
An entity lands in Group 3 if it meets at least two of consolidated annual revenue of $50 million or more, consolidated gross assets of $25 million or more, or 100 or more employees, under Schedule 4 of the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024. Meeting only one criterion, or meeting two but also being NGER-registered above the threshold that pulls an entity into Group 1, changes which cohort actually applies. We check the entity against all three figures and against NGER registration before assuming Group 3 is the right bucket — getting the cohort wrong means building the wrong document for the wrong deadline.
s.296B(1) is an opt-out from the full disclosure, not from governance
Section 296B(1) of the Corporations Act lets a Group 3 entity substitute a short no-material-risk statement for the full AASB S2 climate statement, but only where the directors have determined — on a documented basis — that there are no material climate-related risks or opportunities for the year. The directors still resolve to make the statement, and it still carries an auditor's report from an AUASB-registered practitioner. We build the assessment file the determination rests on; the determination itself is the board's.
The materiality assessment behind the statement has to be entity-specific
ASIC's guidance on sustainability reporting is explicit that a materiality conclusion has to reflect the entity's own operations, assets, supply chain and customer base — a boilerplate statement asserting no risk because the sector is 'low carbon' doesn't stand up to an audit. We build the assessment from the entity's own data: energy and fuel spend, premises and asset locations, freight and logistics exposure, and any climate-related requests already arriving from customers, lenders or insurers, because those requests are themselves evidence a court or ASIC would expect a reasonable board to have weighed.
The three-year safe harbour protects a real process, not a short answer
The phase-in includes a three-year safe harbour from private civil litigation over the substance of climate disclosures made under a reasonable process, with ASIC as the primary enforcer during that window. That protection is process-conditional — a statement issued without a documented assessment, or issued despite live evidence of material risk, doesn't inherit the safe harbour just because it says 'no material risk' in three lines. We keep the assessment file detailed enough that the process, not just the conclusion, can be shown to a regulator or an auditor.
What your registered BAS or tax agent receives from us
- A Group cohort determination — revenue, gross assets and headcount tested against the Group 1/2/3 thresholds and NGER registration status, with the working numbers shown.
- A materiality assessment covering physical risk (premises, assets, supply chain exposure to weather and resource disruption) and transition risk (carbon pricing exposure, customer decarbonisation commitments, financing conditions), built from the entity's actual operating data.
- A log of climate-related requests already received from customers, lenders, insurers or regulators in the period, since these count as evidence in the materiality determination.
- A draft no-material-risk statement in the structure ASIC guidance sets out for a s.296B(1) statement, ready for director review and board resolution.
- A board resolution template recording the directors' determination and the basis for it, for your board to adopt in its own words.
- An evidence pack indexed to each element of the statement, organised for the AUASB-registered assurance practitioner's review ahead of the auditor's report.


