Corporations Act 2001

CHAPTER 1 - INTRODUCTORY  

PART 1.2 - INTERPRETATION  

Division 5A - Types of company  

SECTION 45A   MEANING OF PROPRIETARY COMPANY, SMALL PROPRIETARY COMPANY AND LARGE PROPRIETARY COMPANY  

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 needs to be limited by shares or be an unlimited company with a share capital (see subsection 112(1) ).

Note 3: A proprietary company needs to:

(a) have no more than 50 shareholders, although employee shareholders and shareholders connected with CSF offers do not count for this purpose; and

(b) not do anything to 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;

(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;

(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) ).

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;

(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;

(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.

When a company controls an entity

45A(4)    

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)    

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).