Corporations Act - Australia

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on a business: alone or together with others

      A reference in this Act to a person carrying on a business, or a business of a particular kind, is a reference to the person carrying on a business, or a business of that kind, whether alone or together with any other person or persons.

      21 Carrying on business in Australia or a State or Territory

      (1) A body corporate that has a place of business in Australia, or in a State or Territory, carries on business in Australia, or in that State or Territory, as the case may be.

      (2) A reference to a body corporate carrying on business in Australia, or in a State or Territory, includes a reference to the body:

      (a) establishing or using a share transfer office or share registration office in Australia, or in the State or Territory, as the case may be; or

      (b) administering, managing, or otherwise dealing with, property situated in Australia, or in the State or Territory, as the case may be, as an agent, legal personal representative or trustee, whether by employees or agents or otherwise.

      (3) Despite subsection (2), a body corporate does not carry on business in Australia, or in a State or Territory, merely because, in Australia, or in the State or Territory, as the case may be, the body:

      (a) is or becomes a party to a proceeding or effects settlement of a proceeding or of a claim or dispute; or

      (b) holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs; or

      (c) maintains a bank account; or

      (d) effects a sale through an independent contractor; or

      (e) solicits or procures an order that becomes a binding contract only if the order is accepted outside Australia, or the State or Territory, as the case may be; or

      (f) creates evidence of a debt, or creates a security interest in property, including PPSA retention of title property of the body; or

      (g) secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts; or

      (h) conducts an isolated transaction that is completed within a period of 31 days, not being one of a number of similar transactions repeated from time to time; or

      (j) invests any of its funds or holds any property.

      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 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

      (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

      (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

      (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

      (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

      (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).

      45B Small companies limited by guarantee

      (1) A company is a small company limited by guarantee in a particular financial year if:

      (a) it is a company limited by guarantee for the whole of the financial year; and

      (b) it is not a deductible gift recipient at any time during the financial year; and

      (c) either:

      (i) where the company is not required by the accounting standards to be included in consolidated financial statements — the revenue of the company for the financial year is less than the threshold amount; or

      (ii) where the company is required by the accounting standards to be included in consolidated financial statements — the consolidated revenue of the consolidated entity for the financial year is less than the threshold amount; and

      (d) it is not one of the following:

      (i) a Commonwealth company for the purposes of the Commonwealth Authorities and Companies Act 1997;

      (ii) a subsidiary of a Commonwealth company for the purposes of that Act;

      (iii) a subsidiary of a Commonwealth authority for the purposes of that Act; and

      (e) it has not been a transferring financial institution of a State or Territory within the meaning of clause 1 of Schedule 4 to this Act; and

      (f) it is not a company that is permitted to use the expression building society, credit society or credit union under section 66 of the Banking Act 1959 at any time during the financial year.

      (2) The threshold amount, for the purposes of subparagraphs (1)(c)(i) and (ii), is $250,000, or any other amount prescribed by the regulations for the purposes of this subsection.

      (3)

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