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CORPORATIONS ACT 2001

CHAPTER 1 - INTRODUCTORY  

PART 1.2 - INTERPRETATION  

Division 5A - Types of company  

SECTION 45A  PROPRIETARY COMPANIES  

45A(1)  

A proprietary company is a company that is registered as, or converts to, a proprietary company under this Act.

Note 1: A proprietary company can be registered under section 118 or 601BD. A company can convert to a proprietary company under Part 2B.7.

Note 2: A proprietary company must:

· be limited by shares or be an unlimited company with a share capital
· have no more than 50 non-employee shareholders
· not do anything that would require disclosure to investors under Chapter 6D (except in limited circumstances).

(see section 113).

Small proprietary company

45A(2)  

A proprietary company is a small proprietary company for a financial year if it satisfies at least 2 of the following paragraphs:


(a) the consolidated revenue for the financial year of the company and the entities it controls (if any) is less than $25 million, or any other amount prescribed by the regulations for the purposes of this paragraph;
 View history reference


(b) the value of the consolidated gross assets at the end of the financial year of the company and the entities it controls (if any) is less than $12.5 million, or any other amount prescribed by the regulations for the purposes of this paragraph;
 View history reference


(c) the company and the entities it controls (if any) have fewer than 50, or any other number prescribed by the regulations for the purposes of this paragraph, employees at the end of the financial year.

Note: A small proprietary company generally has reduced financial reporting requirements (see subsection 292(2)).

 View history reference

[CCH Note: Act No 101 of 2007, Sch 1, Pt 6[231] contained the following application provision (which was effective 28 June 2007):

Application of items 11 to 19 and 176 to 187

The amendments made by items 11 to 19 and 176 to 187 of this Schedule apply to a financial year that ends on or after the day on which those items commence.

]

Large proprietary company

45A(3)  

A proprietary company is a large proprietary company for a financial year if it satisfies at least 2 of the following paragraphs:


(a) the consolidated revenue for the financial year of the company and the entities it controls (if any) is $25 million, or any other amount prescribed by the regulations for the purposes of paragraph (2)(a), or more;
 View history reference


(b) the value of the consolidated gross assets at the end of the financial year of the company and the entities it controls (if any) is $12.5 million, or any other amount prescribed by the regulations for the purposes of paragraph (2)(b), or more;
 View history reference


(c) the company and the entities it controls (if any) have 50, or any other number prescribed by the regulations for the purposes of paragraph (2)(c), or more employees at the end of the financial year.
 View history reference

[CCH Note: Act No 101 of 2007, Sch 1, Pt 6[231] contained the following application provision (which was effective 28 June 2007):

Application of items 11 to 19 and 176 to 187

The amendments made by items 11 to 19 and 176 to 187 of this Schedule apply to a financial year that ends on or after the day on which those items commence.

]

When a company controls an entity

45A(4)  

 View history reference
For the purposes of this section, the question whether a proprietary company controls an entity is to be decided in accordance with the accounting standards made for the purposes of paragraph 295(2)(b) (even if the standards do not otherwise apply to the company).

Counting employees

45A(5)  

In counting employees for the purposes of subsections (2) and (3), take part-time employees into account as an appropriate fraction of a full-time equivalent.

Accounting standards

45A(6)  

 View history reference
Consolidated revenue and the value of consolidated gross assets are to be calculated for the purposes of this section in accordance with accounting standards in force at the relevant time (even if the standard does not otherwise apply to the financial year of some or all of the companies concerned).

[CCH Note: Act No 101 of 2007, Sch 1, Pt 6[231] contained the following application provision (which was effective 28 June 2007):

Application of items 11 to 19 and 176 to 187

The amendments made by items 11 to 19 and 176 to 187 of this Schedule apply to a financial year that ends on or after the day on which those items commence.

]

 



This information is provided by CCH Australia Limited. View the disclaimer and notice of copyright.
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