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ASIC Class Order [CO 98/98]

Authoritative Version
CO 98/98 Orders/ASIC Class Orders as made
This Class Order provides relief to small proprietary companies which are controlled by a foreign company from the requirement to prepare and lodge an audited financial report provided that they are not part of a large group.
Administered by: Treasury
General Comments: This Class Order was originally made under subsection 341(1) of the Corporations Law and is continued in force under section 1399 of the Corporations Act 2001. This Class Order was published in the Australian Securities and Investments Commission Gazette on 4 August 1998.
Registered 11 Dec 2006
Gazetted 04 Aug 1998
Date of repeal 28 Mar 2017
Repealed by ASIC Corporations (Repeal) Instrument 2017/246

AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION

SUBSECTION 341(1) CORPORATIONS LAW

CLASS ORDER AND REVOCATION

 

PURSUANT to subsection 341(1) of the Corporations Law ("the Law") the AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION ("ASIC") HEREBY MAKES AN ORDER in respect of each company in the class of companies mentioned in the Schedule ("the Company") relieving the Company from compliance with Parts 2M.2 and 2M.3 insofar as Parts 2M.2 and 2M.3 are applicable pursuant to subsection 292(2)(b) of the Law in relation to a financial year ending on or after 1 July 1998 ("the Relevant Financial Year") where:

 

(a)                  the directors of the Company have resolved, no earlier than three months before the commencement of the Relevant Financial Year, that the relief available under this order be applied in respect of the Relevant Financial Year; and

 

(b)                 notice of the resolution mentioned in paragraph (a) signed by a director or company secretary is lodged with ASIC using Form 384 (including, in respect of a year ending on or before 30 September 1999, Form 384 as specified by ASIC for the purposes of Class Order 97/0565 or Class Order 97/2347):

 

(i)             if the Relevant Financial Year is the first financial year of the Company after its incorporation, within three months of date of incorporation of the Company;

 

(ii)                if the Company became controlled by a foreign company during the Relevant Financial Year (and has not previously been controlled by a foreign company during the Relevant Financial Year), within three months of date upon which the Company became controlled by the foreign company; and

 

(iii)            otherwise, before the commencement of the Relevant Financial Year, but not more than three months before the commencement of the Relevant Financial Year,

 

or such other time as is approved in writing by an ASIC Officer to whom the ASIC's powers and functions under s.340 have been delegated.

 

SCHEDULE

 

A small proprietary company which is controlled by a foreign company for all or part of the Relevant Financial Year, other than a company which is a part of a group which is a large group.


INTERPRETATION

 

In this order:

 

"combined" means the result of aggregating the financial information of the entities in the group, being financial information in respect of each entity for that part of the Relevant Financial Year that each entity is part of the group, and making all such adjustments as would be required in preparing consolidated financial statements in accordance with accounting standards in force at the end of the Relevant Financial Year (even if the standard does not otherwise apply to the financial year of some or all of the entities concerned in respect of that, or any, financial year);

 

"entity" has the means a company, a registered scheme, a disclosing entity, a recognised company, any other corporation, a partnership, an unincorporated body or a trust;

 

"gross operating revenue" means the gross operating revenue calculated in accordance with accounting standards in force at the end of the Relevant Financial Year as if all of the entities were reporting entities (even if a standard does not otherwise apply to some or all of the entities concerned in respect of that, or any, financial year);

 

"group" means the Company together with all of the following:

 

(a)        any entity which controlled the Company at any time during, or at the end of, the Relevant Financial Year and which was incorporated or formed in Australia or carries on business in Australia; and

 

(b)         any other entity ("an Other Entity") which is both:

 

(i)                    controlled at any time during, or at the end of, the Relevant Financial Year by any foreign company which at the same time controls the Company; and

 

(ii)                   incorporated or formed in Australia or carries on business in Australia during that part of the Relevant Financial Year when it is controlled by the same foreign company as controls the Company; and

 

(c)        any entity which is controlled at any time during, or at the end of, the Relevant Financial Year by the Company (whether or not it carries on business or is formed or incorporated in Australia); and

 

(d)        any entity which is controlled by an Other Entity during that part of the Relevant Financial Year when the Other Entity is controlled by the same foreign company as controls the company (whether or not it carries on business or is formed or incorporated in Australia);

 

 

 

 

"large group" means a group, which for the Relevant Financial Year, satisfies at least 2 of the following paragraphs:

 

(a)                  the combined gross operating revenue of the group for the Relevant Financial Year is $10 million or more

 

(b)                 the combined value of gross assets of the group at the end of the Relevant Financial Year is $5 million or more

 

(c)                  the group has 50 or more employees (part-time employees being counted as an appropriate faction of a full-time equivalent) at the end of the Relevant Financial Year; and

 

"value of gross assets" means the value of gross assets calculated in accordance with accounting standards in force at the end of the Relevant Financial Year as if all of the entities were reporting entities (even if a standard does not otherwise apply to some or all of the entities concerned in respect of that, or any, financial year).

 

PURSUANT to subsection s.341(1) of the Corporations Law the AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION HEREBY REVOKES Class Order Number 97/2347 dated 23 December 1997 with effect from:

 

(i)                    in respect of entities which apply the relief provided by Class Order 98/0095
dated 10 July 1998, financial years ending after 7 July 1998; and

 

(ii)                  in all other cases, financial years ending after 30 June 1998.

 

 

Dated the 10th day of July 1998

 

 

 

 


Signed by George Durbridge

as a delegate of the Australian Securities and Investments Commission