Australian corporate law

Australian corporations law has historically borrowed heavily from UK company law. Its legal structure now consists of a single, national statute, the Corporations Act 2001.[1] The statute is administered by a single national regulatory authority, the Australian Securities and Investments Commission (ASIC).[2]

Since provisions in the Act can frequently be traced back to some pioneer legislation in the United Kingdom, reference is frequently made to judgments of courts there.

Though other forms are permitted, the main corporate forms in Australia are public and private (in Australia termed proprietary) companies, both of which predominantly have limited liability.

History

Upon Federation in 1901, the Constitution of Australia granted limited powers in relation to corporations to the Australian Parliament. Each State has a residual power in relation to anything not within the Commonwealth power. The main grant of powers to the Commonwealth are as follows:

The Parliament shall, subject to this Constitution, have power to make laws for the peace, order, and good government of the Commonwealth with respect to...
51(i) trade and commerce with other countries, and among the States;"[3]

and

51(xx) foreign corporations, and trading or financial corporations formed within the limits of the Commonwealth;[3]

Though corporations law in Australia had historically closely followed developments in English law, it was mostly the concern of each separate state legislature, and there were significant differences in corporations legislation between the states.

Since the Second World War it became increasingly clear that legislative differences between the States were creating unnecessary costs for companies that operated beyond one state. The states and the Commonwealth co-operated in the formation of uniform national companies code which was legislated in each jurisdiction by 1962. The difficulty with this scheme was that it did not provide for uniformity in amendment of the legislation and with changes of government and policy each state's legislation once again developed on separate lines. This attempt at a complex cross-vesting arrangement by the states, territories and Commonwealth was ruled invalid by the High Court. In Strickland v Rocla Concrete Pipes Ltd (1971)[4] it was held that laws with a sufficient connection to the trading activities of constitutional corporations were valid.

A second co-operative scheme was agreed to in 1978 and implemented by 1982 to overcome the defects in the first scheme. All laws and amendments would be agreed to by a Ministerial Council and automatically applied in each jurisdiction. This second scheme led to the creation of the National Companies and Securities Commission (NCSC), the forerunner to the Australian Securities and Investment Commission.

While an improvement on the first scheme, the 1982 scheme still presented significant difficulties mainly due to the NCSC delegating administrative functions to state commissions but retaining control of takeovers and policy. This led to funding difficulties and inefficient corporate regulation. In New South Wales v Commonwealth (the Incorporation Case, 1990)[5] it was confirmed that the Commonwealth corporations power is confined to making laws with respect to companies that had commenced trading and not to the formation of companies.

The Commonwealth then sought to take sole responsibility for corporations law in Australia. In 2001, the current arrangement was created, after the states referred their power in respect of corporations to the Commonwealth.

Company formation

A "corporation" is a separate legal entity created by charter, prescription or legislation.[8] Australian law, like UK law, recognises a kind of corporation called the corporation sole. However, there are few cases of such corporations, the corporation sole is excluded from the Australian statutory definition of corporation.[9]

Australian companies are incorporated by registration with the Australian Securities and Investments Commission (ASIC). An application for registration would state whether the company is to be a proprietary company or public company, and the type of liability of shareholders of the company, as one of:

  • unlimited with share capital
  • limited by shares
  • limited by guarantee
  • no liability, if the company’s sole objects are mining or mining-related objects.

The most common form of business entity in Australia is a company limited by shares.

Proprietary companies are not allowed to raise capital on public equity markets and have no more than 50 shareholders. (The 50 shareholder restriction can be overcome by structuring shareholdings as joint shareholdings.) They must include "Proprietary" or "Pty" in its name (CA 2001, s 45A). Only public companies may engage in public fund raising activities and be listed on the Australian Securities Exchange (ASX). Companies incorporated outside Australia wishing to carry on business in Australia must either incorporate a wholly owned or partly owned subsidiary company in Australia (or acquire an existing company) or register a branch office in Australia. In the absence of special situations, Australian companies can be fully foreign owned, though one director needs to be resident in Australia and must have an office address in Australia. Proprietary companies are often used for private ventures or as subsidiaries of public companies, including foreign companies, and some are shell companies for other business structures such as trusts or partnerships, to limit the owners’ liabilities.

If a foreign company chooses to establish a branch office in Australia, it must be registered as a foreign company under the Corporations Act. Such registration does not create a separate legal entity; rather it creates a public record and registration of a foreign company’s presence in Australia.

Upon registration, ASIC will issue a Certificate of Incorporation for the company and an Australian Company Number (ACN), which must be quoted on all correspondence and invoices issued by the company. For a branch office of a foreign company, ASIC will issue an Australian Registered Body Number (ARBN), which is similar to an ABN. If the company is going to trade, it will also need a Tax File Number (TFN) from the Australian Taxation Office and an Australian Business Number (ABN).

Share capital

Australian companies must have a share capital. The minimum number of shareholders for both a proprietary and a public company limited by shares is one. There is no upper limit on the number of shares that can be issued. The manner in which a company deals with its share capital is strictly regulated by the Corporations Act 2001.

By default, shareholders have one vote per share,[10] or one vote per person on a poll at a meeting. Corporations listed on the Australian Stock Exchange cannot deviate from one share, one vote rule (ASX LR 6.8). Under CA 2001 section 249D, directors must convene a meeting if members with over 5% of voting rights request it in writing, stating the resolution they wish to be put.[11] The CA 2001 section 136(2) gives the general meeting the power to alter or amend the company constitution by a 75% vote (a special resolution).[12]

Australia has few rules on political donations. Only if it can be found to be a breach of a director's duty (e.g. a director is a member of a political party), or would involve oppression of the minority (inherently unlikely) can anything be done as a company law matter. There is no requirement for ex ante approval of donations with political objects. The Commonwealth Electoral Act 1918 requires the disclosure of donations, which since 2006 has been over $10,000.

Australia has a system of "codetermination" or member nominated trustees in its pension, or 'superannuation' funds. Since the Occupational Superannuation Standards Act 1987, the Occupational Superannuation Standards Regulations (SR 1987 No 322) regulations 13 and 15 required that equal member nominated trustees was required, or at least one member nominee in schemes with under 200 people. The current legislation is the Superannuation Industry (Supervision) Act 1993, sections 86 to 89.[13]

A shareholder does not have a right to receive a dividend. Once a final dividend is declared, it becomes a debt payable by the company to the shareholder from the date stipulated for payment.[14][15]

Corporate governance

Corporate Governance standards are not just a matter of comply and explain, and have been taken into account by the Australian courts when determining the scope of directors' duties. (They would probably be similarly relevant to the UK duty of care, under CA 2006 s 174.) In Australian Securities and Investments Commission v Rich,[16] Mr Greaves was a non executive director of One.Tel Ltd, and also the chairman, chair of the board and chair of the finance and audit committee. He was a qualified accountant. Austin J held that it was a board responsibility to have functioning financial and audit committees with independent directors, as well as internal review and accounting standards.

The ASX Corporate Governance Council's Best Practice Recommendation 2.3 states the CEO and chair should be separated. The ASX CGCBPR 2.1 states there should be a majority of independent directors, and the chair should be independent. Under ASX CGCBPR 8.1, the companies should have a remuneration committee, which should be chaired by an independent director, have at least three members and a majority independent. Under ASX CGCBPR 4.2 an audit committee should have at least three members, with a majority independent, and be chaired by an independent director, not including the chairman.

Company constitution

Australia has strong rules, similar to those found across the Commonwealth,[17] in allowing for removal of directors by a simply majority vote in an ordinary resolution. For public companies, under CA 2001 section 203D,[18] there must be a meeting with two months' notice where the director has a right to be heard. For private companies (known as 'proprietary companies' the ones with the suffix "Pty Ltd") which do not offer shares to the public, and have under 50 shareholders, this rule can be replaced with a different rule allowing for a simpler procedure. In Lee v Chou Wen Hsien [1984] 1 WLR 1202, the Privy Council advised that a private company was permitted to have a provision for directors to remove other directors. Removal from office does not affect a director's claim for breach of contract.[19]

Officeholders

A company director must be a natural person and be at least 18 years of age.[20] Directors do not need to be Australian citizens. No particular qualifications or experience is prescribed, but other legislation may impose restrictions and qualification requirements on particular types of companies, such as those holding a banking licence, operate a gambling business, etc. An undischarged bankrupt cannot be a director, but may be an employee of a company, and ASIC maintains a list of persons who have been banned from acting as a director.[21] A person may be appointed as a nominee director by a shareholder, creditor or interest group (whether contractually or by resolution at a company meeting) and who is expected to act in the interest of the appointor.

A proprietary company must have at least one director, who may also be the company secretary and/or sole shareholder. At least one director must be resident in Australia. The office of secretary is optional, but if appointed one must reside in Australia.

A public company must have at least three directors (CA 2001, s 201H), of which at least two must be resident in Australia,[22] and at least one secretary, who must be resident in Australia. In the event of a vacancy, a replaceable rule allows the Board of Directors to appoint other directors. However, unlike the UK, if that happens, those new directors must be confirmed at the next general meeting. (CA 2001 s 201H(3)) This rule can be replaced, so it is possible for a company to require that shareholders make all appointments.

Directors' remuneration is determined by 'the company' (CA 2001, s 202A). This rule is a default, or 'replaceable', rule and is usually replaced. As usual, the standard is that directors pay themselves. Australia has had a non-binding say on pay since the Corporate Law Economic Reform Program Act 2004 for its shareholders. Then, under the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011, new sections were introduced,[23], so that if at two consecutive meetings over 25% of shareholders vote against the directors' remuneration package, the directors have to stand for election again in 90 days.

A director who receives remuneration or other benefit from a company is treated for accounting and tax purposes as an employee of the company.

Directors' duties

Australian directors are subject to similar duties found in other jurisdictions, particularly the duty of loyalty and the duty of care. Directors have a duty to act in the best interests of the company. This is primarily identified as being for the benefit of shareholders, and surveys suggest that Australian directors, more than in other countries view their primary obligation as being to create shareholder value.

Directors have the duty to strictly avoid conflicts of interest. When directors have any interest in a transaction (i.e. they stand on both sides of a deal a company makes) they must give full disclosure under CA 2001 ss 191-193. A significant extension to the UK law, there is in addition, criminal penalties under Schedule 3 of the 2001 Act. In Pilmer v Duke Group Ltd (in liq)[24] a director of Duke Holdings Ltd, and a Duke Group employee, became a director of Kia Ora, a mining business, in a reverse takeover. He failed to tell the Kia Ora board the true financial position of Duke Group, which was worse than expected. Mullighan J held this failure to disclose meant a breach of duty. So directors involved in two companies with conflicting interests must not only declare they have an interest but also give full disclosure on the potential harm to the company. When a director wishes to take an opportunity in which the corporation may possibly have an interest, the director must gain the fully informed consent of the board, or the opportunity will belong to the company under CA 2001 sections 182-183.[25][26][27] There are further specific duties where members need to approve large transactions found in CA 2001 sections 207-230.[28]

An objective standard of care was developed by the Australian courts, beginning in Daniels v Anderson[29] where a bank let a forex trader lose money. The bank sued the auditors (Deloitte Haskins and Sells) who failed to notice, and the auditors counterclaimed that the company was negligent. The NSW Court of Appeal held by a majority that both the auditors and the company directors, whether executives or not, were liable for failing to exercise proper oversight. However, the Liberal government introduced the Corporate Law Economic Reform Program Act 1999, with a new section 180(2),[30] containing a US style 'business judgment rule'. Directors cannot be liable if they have at least taken steps to 'inform themselves about the subject matter of the judgment to the extent that they reasonably believe to be appropriate'.[31] I am not sure whether there is a recent parallel case, but this would mean that a director could receive a report on separating the back and front offices and ignore it (as in Barings), receive a compensation report warning of grave mistakes and ignore it (as in the US Walt Disney case), or simply delegate duties down the chain of management, and ignore what happens below (as in Daniels).

At the point of insolvency CA 2001 s 588G creates the same kind of liability as is found in the UK for wrongful trading (Insolvency Act 1986 s 214). If a director is or should reasonably be aware that a company would become insolvent, and does nothing about it, the director is liable to pay compensation.

Takeovers

Takeovers are regulated directly by detailed and very technical rules in Chapter 6 of the Corporations Act 2001.[32] Corporate control transactions and restructurings may also be subject to anti-monopoly, foreign investment, employment protection and special industry protection legislation.[33]

See also

References

  1. ^ Corporations Act 2001 (Cth) s 9
  2. ^ Australian Securities Commission Act 1989 (Cth) s 5
  3. ^ a b Constitution (Cth) s 51.
  4. ^ Strickland v Rocla Concrete Pipes Ltd [1971] HCA 40, (1971) 124 CLR 468 (3 September 1971), High Court.
  5. ^ New South Wales v Commonwealth [1990] HCA 2, (1990) 169 CLR 482 (8 February 1990), High Court.
  6. ^ Australian Securities Commission Act 1989 (Cth).
  7. ^ Corporate Law Economic Reform Program Act 2004 (Cth).
  8. ^ Butterworths Encyclopaedic Australian Legal Dictionary (definition of "corporation").
  9. ^ Corporations Act 2001 (Cth) s 57A.
  10. ^ Corporations Act 2001 (Cth) s 250E.
  11. ^ Corporations Act 2001 (Cth) s 249D.
  12. ^ Corporations Act 2001 (Cth) s 136(2).
  13. ^ Superannuation Industry (Supervision) Act 1993 (Cth) s 86-89.
  14. ^ Marra Developments Ltd v BW Rofe Pty Ltd [1977] 2 NSWLR 616; 3 ACLR 185. NSW Court of Appeal.
  15. ^ Bluebottle UK Limited v Deputy Commissioner of Taxation [2007] HCA 54, (2007) 232 CLR 598 (5 December 2007), High Court.
  16. ^ Australian Securities and Investments Commission v Rich [2009] NSWSC 1229, (2009) 236 FLR 1.
  17. ^ See the UK Companies Act 2006 s 168
  18. ^ Corporations Act 2001 (Cth) s 203D Removal by members--public companies.
  19. ^ Carrier Australasia Ltd v Hunt [1939] HCA 21, (1939) 61 CLR 534 (22 May 1939), High Court, which mirrored and preceded the leading UK case, Southern Foundries (1926) Ltd v Shirlaw [1940] AC 701.
  20. ^ Corporations Act 2001 (Cth) s 201B
  21. ^ Banned and disqualified
  22. ^ Corporations Act 2001 (Cth) s 201H
  23. ^ Corporations Act 2001 (Cth) s 250R, 250U-V.
  24. ^ Pilmer v Duke Group Ltd (in liq) [2001] HCA 31, (2001) 207 CLR 165 (31 May 2001), High Court.
  25. ^ Corporations Act 2001 (Cth) s 182-183.
  26. ^ Queensland Mines Ltd v Hudson [1978] UKPC 2, (1978) 18 ALR 1, Privy Council (on appeal from NSW).
  27. ^ Adler v ASIC [2003] NSWCA 131, (2003) 46 FLR 1 (8 July 2003), NSW Court of Appeal.
  28. ^ Corporations Act 2001 (Cth) s 207-230.
  29. ^ Daniels v Anderson (1995) 37 NSWLR 438.
  30. ^ Corporations Act 2001 (Cth) s 180(2).
  31. ^ Australian Securities & Investments Commission v Hellicar [2012] HCA 17, (2012) 247 CLR 347 "judgment summary" (PDF). High Court. 3 May 2012.
  32. ^ Corporations Act 2001 (Cth).
  33. ^ See Renard I A and Santamaria J G, Takeovers and Reconstructions in Australia, Butterworths looseleaf, Ch 1

Bibliography

  • Renard, I. A; Santamaria, J. G. "Chapter 1". Takeovers and Reconstructions in Australia. Butterworths.
  • Farrar, J. H (2008). Corporate governance : theories, principles and practice (SJ100 FAR).
  • Farrar, J. H (2001). Corporate governance in Australia and New Zealand (KU956 F24).
  • Ford, H. A. J (1999). Ford and Austin's principles of corporation law (KD956 F69) (9th ed.).
  • Tomasic, R (2002). Corporations law in Australia (SJ100 TOM).
Australian Securities and Investments Commission v Rich

Australian Securities and Investments Commission v Rich, was one of the biggest civil cases in NSW Supreme Court history in which the Australian Securities and Investments Commission accused former executive directors of One.Tel telecommunications company, Jodee Rich and Mark Silbermann of having failed to meet their duty of care in the months leading up to the company's collapse in May 2001. The legal process ran for almost nine years, took up 232 sitting days and generated 16,642 pages of transcripts. In November 2009, the NSW Supreme Court Justice Robert Austin comprehensively dismissed ASIC's case against the Rich and Silbermann, saying the corporate regulator had failed to prove any aspect of its pleaded case against either defendant.

Bridgestone

Bridgestone Corporation (株式会社ブリヂストン, Kabushiki-gaisha Burijisuton) (TYO: 5108) is a multinational auto and truck parts manufacturer founded in 1931 by Shojiro Ishibashi (石橋正二郎, Ishibashi Shōjirō) in the city of Kurume, Fukuoka, Japan. The name Bridgestone comes from a calque translation and transposition of ishibashi, meaning "stone bridge" in Japanese.

As of 2017, the company is the largest manufacturer of tyres in the world, followed by Michelin (France), Goodyear (United States), Continental (Germany) and Pirelli (Italy).Bridgestone Group had 181 production facilities in 24 countries as of July 2018.

CIMIC Group

CIMIC Group Limited (formerly known as Leighton Holdings prior to April 2015) is a international contractor. It is active in the telecommunications, engineering and infrastructure, building and property, mining and resources, and environmental services industries. It has operations in Australia, South East Asia, New Zealand, and the Middle East. Leighton Holdings was rebranded as the CIMIC Group in 2015.CIMIC stands for Construction, Infrastructure, Mining and Concessions.

Camperdown Dairy International

Camperdown Dairy International (CDI) was an Australian infant formula company which was founded in 2014 and went into administration in 2017. As well as serving in Australia, it also held licences to sell products in China and Vietnam. It was from 2016 to 2017 one of the two co-major sponsors of the Brisbane Lions.

Clearing House Electronic Subregister System

The Australian Clearing House Electronic Subregister System (commonly abbreviated to CHESS) is an electronic book entry register of holdings of approved securities that facilitates the transfer and settlement of share market transactions between CHESS participants (including stockbrokers on behalf of their clients, and large institutional investors on their own behalf) as well as speed up the registration of the transfer of securities. CHESS was developed by the Australian Securities Exchange (ASX) and is managed by the ASX Settlement and Transfer Corporation (ASTC), a wholly owned subsidiary of ASX.Under Australian corporate law, every company must maintain registers of security holders. Australian listed companies enter into a contractual arrangement with ASTC for ASTC to maintain a CHESS subregister, as agent for the issuer. The CHESS subregister is one of two subregisters that together make up the issuer’s register. Australian companies listed on the ASX are obliged to establish a CHESS subregister, and all equity securities are held through CHESS.

Corporate Law Economic Reform Program Act 2004

Corporate Law Economic Reform Program (Audit Reform & Corporate Disclosure) Act 2004, commonly called CLERP 9, modified the Corporations Act 2001 (Commonwealth) which governs corporate law in Australia. It was enacted in July 2004.

The changes were based on the reform proposals contained in the CLERP 9 discussion paper, Corporation disclosure - strengthening the financial reporting framework, which was released by the Australian government in September 2002. The 2004 amendments also enacted some reforms flowing from the recommendations in the Report of the HIH Insurance Royal Commission released in April 2003.

The important reforms to the Corporations Act included:

changes to continuous disclosure offence provisions, including giving ASIC the power to issue infringement notices.

changes to financial reporting, including requiring the CEO and CFO sign-off to the board, and Management Discussion & Analysis (MD&A) disclosure in the Annual Report.

the introduction of a non-binding vote on remuneration reports and expanded executive remuneration

new provisions pertaining to auditor independence, and amendments affecting the audit function and audit oversight.

licensing obligations for financial services licensees to manage conflicts of interest and address analysts independence.

amendments to the fundraising provisions in Chapters 6D and 7 of the Corporations Act.The CLERP 9 changes were intended to improve investor confidence in relation to listed corporations and their financial reports. The evidence regarding their effectiveness in this regard remains mixed. There is some evidence that changes affecting the board of directors were more important to small shareholders than large shareholders. The costs and benefits of changes affecting auditors remain more contentious.

Corporations Act 2001

The Corporations Act 2001 (Cth) (the Corporations Act, or CA 2001) is an Act of the Commonwealth of Australia which sets out the laws dealing with business entities in Australia at federal and interstate level. It deals primarily with companies but also with other entities, such as partnerships and managed investment schemes. The Act is the primary basis of Australian corporations law.

The Corporate Law Economic Reform Program Act 2004 simplified the statute, which, at 3,354 pages, dwarfs those of other nations such as Sweden, whose corporations statute is less than 200 pages long.

The Corporations Act is the principal legislation regulating companies in Australia. It regulates matters such as the formation and operation of companies (in conjunction with a constitution that may be adopted by a company), duties of officers, takeovers and fundraising.

Dexus

Dexus (ASX: DXS) is an Australian Real Estate Investment Trust (A-REIT) that invests in, develops, manages and trades Australian office and industrial property. On behalf of third party clients, which are mainly domestic and international pension funds, Dexus also transacts, develops, and manages Australian office, industrial and retail property.

The owned portfolio consists primarily of central business district office properties, held long term and leased. Developments, acquisitions and divestments are undertaken. Dexus is listed on the Australian Securities Exchange.

Downer Group

Downer Group is an integrated services company that designs, builds and sustains assets, infrastructure and facilities for customers in Australia and New Zealand.

Listed on the Australian Securities Exchange and New Zealand Stock Exchange as Downer EDI (DOW), Downer is an ASX 100 company that also owns 88 per cent of Spotless Group Holdings (SPO).

Downer Group employs approximately 56,000 people across more than 300 sites, primarily in Australia and New Zealand but also in the Asia-Pacific region, South America and Southern Africa.

John Holland Group

The John Holland Group is a construction, tunnelling, rail, building and services provider with operations in Australia, New Zealand, South East Asia and the Middle East. Headquartered in Melbourne, it is a 100% owned subsidiary of China Communications Construction Company, a Chinese state owned enterprise.

King Brothers (bus operator)

King Brothers was an Australian bus company operating route and school services in the Great Lakes and Mid North Coast regions of New South Wales. It collapsed in April 2003 with debts of $220 million, after owners Peter and Tony King were charged with and later convicted of fraud.

Manildra Group

The Manildra Group is an Australian agribusiness based in Sydney. It was formed in 1952 when Jack Honan purchased a flour mill in Manildra. In 1966 a starch and gluten plant was established in Auburn. In the early 1970s, further starch plants opened in Bomaderry and Devonport, Tasmania, a glucose plant in Bomaderry and a flour mill in Gunnedah purchased.In 1985 the Auburn plant closed with operations transferred to Bomaderry. In 1991, Ethanol production commenced in Bomaderry. In July 2014, Manildra diversified into meat production with the purchase of an abbatoir in Cootamundra.

No liability

A no-liability company in Australia (suffix NL) is a company which, under the Corporations Act 2001 (Cth), must have as its stated objects that it is solely a mining company and that it is not entitled to calls on the unpaid issue price of shares. It is a company which is restricted to mining activities and is the only sort of corporation which is entitled to this form of liability, given the sometimes financially risky business of mining. Most of the usual rules in the Act apply to no-liability companies, save that a mining company must adopt a constitution which states their objects as mining.

No-liability companies should not be confused with the concept of limited liability.

No-liability companies are differentiated from other companies as their shareholders are not liable to pay calls on unpaid shares. This differs from traditional company structure where the purchase of shares is a binding contract. Should the shareholder choose not to pay when there is a call, the shareholder forfeits both the unpaid and paid shares. This encourages investment in potentially risky mining ventures, as a shareholder with unpaid shares can choose to withdraw from the company with no legal consequences. A successful mining company usually converts to a limited liability company when advantageous.

Proper authority

In Australian corporations law, proper authority is the authorisation provided by a licensed securities dealer to an individual that permits the holder to represent the securities dealer.

Proprietary company

A proprietary company is a form of privately held company in Australia and South Africa that is either limited or unlimited. However, unlike a public company there are, depending on jurisdiction, restrictions on what it can and cannot do.

In Australia, a proprietary company is defined under section 45A(1) of the Corporations Act 2001 (Cth).The Act puts certain restrictions on proprietary companies such as not permitting them to have more than 50 members (shareholders). Another important restriction relates to fundraising. A proprietary company must not engage in fundraising that would require a disclosure document such as a prospectus, an offer information statement, or a profile statement to be issued (sec.113(3)). The Act states in which circumstances a company must issue a prospectus when attempting to raise funds. This means that a proprietary company must not offer its shares to the public.

Section 45A of the Act also distinguishes proprietary companies as either "large proprietary" or "small proprietary". The differences here relate to issues such as operating revenue, consolidated gross assets, and the number of employed persons.

Large proprietary companies are required to appoint an auditor and lodge appropriate financial statements with the Australian Securities and Investments Commission (ASIC).

Responsible entity

A responsible entity is a peculiarly Australian invention designed to replace the manager/trustee in managed investment schemes. It was created by the Managed Investments Act 1998, which made significant amendments to the prescribed interest provisions contained in the Australian Corporations Act.

The new arrangements replaced the relatively well known formula used in most common law jurisdictions of a two-tiered trustee/management company regime with a single responsible entity. The responsible entity holds scheme property on trust for scheme members. The responsible entity has power to appoint an agent to do anything that it is authorised to do in connection with a scheme. This may include the appointment of a custodian to hold scheme property on behalf of the responsible entity.

Since November 1999 the Australian takeover scheme regulations were extended to listed schemes and the takeovers provisions and compulsory acquisitions provisions apply.

A Responsible Entity has the dual role of trustee and manager of an investment scheme, and must be appointed if an investment scheme needs to be registered. It is possible to have a retail registered managed investment scheme or a wholesale registered managed investment scheme.

The Responsible Entity must be an Australian public company, with certain levels of net tangible assets, depending on the value of the scheme’s assets. The Responsible Entity must hold an Australian Financial Services Licence.

When acting on behalf of an investment scheme, the Responsible entity must:

Act honestly

Exercise a reasonable degree of care and diligence

Act in the best interest of members of the investment scheme

Treat all investment scheme members equallyA Responsible Entity can either be owned by the same group as the fund manager, i.e. an "internal" responsible entity, or alternatively be run separate to the fund manager, i.e. an "external" responsible entity. Where the Responsible Entity is external, the Responsible Entity, on behalf of the investment scheme, typically enters into a management agreement with the fund manager. There are a number of external Responsible Entities that fund managers can engage to provide responsible entity services for a managed investment scheme, called a responsible entity for hire.

Seek Limited

Seek Limited (stylized as SEEK) and its subsidiary companies, known as the Seek Group, focus on facilitating the matching between jobseekers and employment opportunities and helping hirers find candidates for advertised roles.

Headquartered in Melbourne, Australia, Seek is a publicly company listed on the Australian Securities Exchange (ASX: SEK). Operating across Australia, New Zealand, China, India, Brazil, Mexico, Indonesia, Nigeria, Bangladesh, Philippines, Vietnam, Thailand, South Africa, Kenya, Malaysia, Hong Kong and Singapore, Seek has an exposure to over 4 billion people and greater than 30% of Global GDP.

Snack Foods Limited

Snack Foods Limited is an Australian snack food company and was officially formed on 25 November 1999, and was owned by Arnott's Biscuits Holdings Pty Ltd., a subsidiary of the American Campbell Soup Company. Snack Foods Limited owns one of Australia's largest salted snack food companies, Snack Brands Australia. In April 2008, Campbell Arnott's sold Arnott’s Snackfoods to The Real McCoy Snackfood Co and the company is now known as Snack Brands Australia.

Strata management

Strata management, sometimes known as "body corporate management", is a specialist area of property management involving the day-to-day operation and management of a property that is jointly owned and comprises multiple units, common areas and common facilities. It is derived from an Australian concept of property law called strata title applied to the administration of common ownership in apartment buildings on multiple levels, or strata. Emerging markets in Dubai, Abu Dhabi, the Philippines and India have adopted the Australian system. It is one of the fastest growing forms of housing in the United States today, similar to common-interest development (CID), a category that includes planned unit developments of single-family homes, known as homeowner associations (HOAs), condominiums, and cooperative apartments. Federally-subsidized financing provided by two government-sponsored enterprises Fannie Mae and Freddie Mac via uniform financial instruments—mortgages that oblige the borrower to honour covenant restrictions of the collective-property regime with PUD or condo riders. Such provisions however are only enforceable where statutes recognise their validity. Common expense liabilities are often subordinated as junior liens in bankruptcy courts, with the bank retaining senior title.

The successful management of such developments requires the establishment of a strata title system to provide a framework for ownership, and guidelines to manage developments with multiple users and owners.

Many jurisdictions adopt the concept of jointly-owned property. Owners in these types of schemes automatically become members of an owners' or community association. These associations ultimately bear responsibility for the maintenance and management of common areas such as lobbies and corridors, and shared leisure facilities such as swimming pools and gyms. They are also responsible for running the administrative and financial aspects of the property.

The strata manager's role is to work with the owners' corporation and executive committee to successfully control, manage, maintain and administer the property and to create an appropriate community environment and includes tasks such as:

General accounting

Budgeting

Invoicing of levies/service charges

Arrears collections

Financial reporting

Contract management

Meeting preparation

Communication with property stakeholders

Coordination of maintenance tasks

Enforcement of rules/by-laws

Issuance of notices, orders and certificates

General secretarial tasks

Business in Australia
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Stock exchange
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S&P/ASX 50 companies
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Other notable companies
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Notable individuals

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