Document ID: chunk:federal_register_of_legislation:C2025C00185:section:45a:p1
Version: federal_register_of_legislation:C2025C00185
Segment Type: section
Provision Reference: s 45A (pt 1/2)
Character Range: 276514–279227

45A  Meaning of proprietary company, small proprietary company and large proprietary company
 (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
 (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