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StatutesTopic3Company Law 1

StatutesTopic3Company Law 1

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Company Law – Topic 3 – Corporations Act [s 45A, 46-48, 50-50AA, 112-114,254M, Q, 259E, 514-516, 520-522]
Division 5A—Types of company
45A Proprietary companies
(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 canconvert 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
(2)A proprietary company is a small proprietary company for a financial year if itsatisfies at least 2 of the following paragraphs:(a)the consolidated revenue for the financial year of the company and theentities 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 anyother 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 (seesubsection 292(2)).
 Large proprietary company
(3)A proprietary company is a large proprietary company for a financial year if itsatisfies at least 2 of the following paragraphs:(a)the consolidated revenue for the financial year of the company and theentities 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 anyother 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
(4)For the purposes of this section, the question whether a proprietary companycontrols an entity is to be decided in accordance with the accounting standardsmade for the purposes of paragraph 295(2)(b) (even if the standards do nototherwise apply to the company).
Counting employees
(5)In counting employees for the purposes of subsections (2) and (3), take part-timeemployees into account as an appropriate fraction of a full-time equivalent.
 Accounting standards
(6)Consolidated revenue and the value of consolidated gross assets are to becalculated for the purposes of this section in accordance with accountingstandards in force at the relevant time (even if the standard does not otherwiseapply to the financial year of some or all of the companies concerned).
 
Division 6—Subsidiaries and related bodies corporate
46 What is a subsidiary
A body corporate (in this section called the
 first body
) is a subsidiary of another  body corporate if, and only if:(a)the other body:(i)controls the composition of the first body’s board; or (ii)is in a position to cast, or control the casting of, more than one-half of the maximum number of votes that might be cast at a general meetingof the first body; or (iii)holds more than one-half of the issued share capital of the first body(excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either  profits or capital); or (b)the first body is a subsidiary of a subsidiary of the other body.
47 Control of a body corporate’s board
Without limiting by implication the circumstances in which the composition of a body corporate’s board is taken to be controlled by another body corporate, thecomposition of the board is taken to be so controlled if the other body, byexercising a power exercisable (whether with or without the consent or concurrence of any other person) by it, can appoint or remove all, or themajority, of the directors of the first-mentioned body, and, for the purposes of this Division, the other body is taken to have power to make such anappointment if:(a)a person cannot be appointed as a director of the first-mentioned bodywithout the exercise by the other body of such a power in the person’sfavour; or (b)a person’s appointment as a director of the first-mentioned body followsnecessarily from the person being a director or other officer of the other  body.
48 Matters to be disregarded
(1)This section applies for the purposes of determining whether a body corporate(in this section called the
 first body
) is a subsidiary of another body corporate.(2)Any shares held, or power exercisable, by the other body in a fiduciary capacityare treated as not held or exercisable by it.(3)Subject to subsections (4) and (5), any shares held, or power exercisable:(a)by a person as a nominee for the other body (except where the other bodyis concerned only in a fiduciary capacity); or (b)by, or by a nominee for, a subsidiary of the other body (not being asubsidiary that is concerned only in a fiduciary capacity);are treated as held or exercisable by the other body.(4)Any shares held, or power exercisable, by a person by virtue of the provisions of debentures of the first body, or of a trust deed for securing an issue of suchdebentures, are to be disregarded.

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