CCH Note:
Part 13 of the
Corporations Act 1989, inserted
by sec 6 of No 110 of 1990, Sch 1 (effective 1 January 1991), begins as
follows:
PART 13 - THE CORPORATIONS LAW
THE CORPORATIONS LAW
82
The Corporations Law is as follows:...
CHAPTER 1 - INTRODUCTORY
PART 1.2 - INTERPRETATION
Division 5A - Types of company
History
Div 5A inserted by No 115 of 1995, Sch 4 (effective 9 December 1995).
SECTION 45A
PROPRIETARY COMPANIES
45A(1)
Proprietary company.
A proprietary company is a company that is registered as, or converts to, a proprietary company under this Law.
Note 1:
A proprietary company can be registered under section
118,
601BD or
1362B. 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).
History
S 45A(1) (Note 2) amended by No 156 of 1999, Sch 3, Pt 1 (effective 13 March 2000).
S 45A(1) substituted by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).
45A(2)
Small proprietary company.
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 gross operating revenue for the financial year of the company and the entities it controls (if any) is less than $10 million
(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 $5 million
(c)
the company and the entities it controls (if any) have fewer than 50 employees at the end of the financial year.
Note:
A small proprietary company generally has reduced financial reporting requirements (see subsection
292(2)).
History
S 45A(2) (Note) amended by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).
S 45A(2) inserted by No 115 of 1995, Sch 4 (effective 9 December 1995).
45A(3)
Large proprietary company.
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 gross operating revenue for the financial year of the company and the entities it controls (if any) is $10 million or more
(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 $5 million or more
(c)
the company and the entities it controls (if any) have 50 or more employees at the end of the financial year.
History
S 45A(3) inserted by No 115 of 1995, Sch 4 (effective 9 December 1995).
45A(4)
When a company controls an entity.
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)(d) (even if the standards do not otherwise apply to the company).
History
S 45A(4) substituted by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).
45A(5)
Counting employees.
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.
History
S 45A(5) inserted by No 115 of 1995, Sch 4 (effective 9 December 1995).
45A(6)
Accounting standards.
Consolidated gross operating 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).
History
S 45A(6) inserted by No 115 of 1995, Sch 4 (effective 9 December 1995).