THE CORPORATIONS LAW

CHAPTER 1 - INTRODUCTORY

PART 1.2 - INTERPRETATION

Division 5A - Types of company

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).

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)).

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.

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).

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.

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).