Commonwealth Consolidated Acts

COMMONWEALTH AUTHORITIES AND COMPANIES ACT 1997 - SECT 34

Meaning of Commonwealth company

             (1)  In this Act, Commonwealth company means a Corporations Act company that the Commonwealth controls. However, it does not include a company that is a subsidiary of a Commonwealth authority or Commonwealth company.

Meaning of controls

          (1A)  For the purposes of this Act, the Commonwealth controls a company if, and only if, it:

                     (a)  controls the composition of the company's board; or

                     (b)  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 meeting of the company; or

                     (c)  holds more than one‑half of the issued share capital of the company (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).

          (1B)  Without limiting paragraph (1A)(a), the Commonwealth is taken to control the composition of a company's board if the Commonwealth can appoint or remove all, or the majority, of the directors of the company.

          (1C)  For the purposes of subsection (1B), the Commonwealth is taken to have power to appoint a person as a director of a company if:

                     (a)  the person cannot be appointed as a director of the company without the exercise by the Commonwealth of such a power in the person's favour; or

                     (b)  the person's appointment as a director of the company follows necessarily from the person being:

                              (i)  an Agency Head; or

                             (ii)  a statutory office holder.

Meaning of wholly‑owned Commonwealth company

             (2)  In this Act, wholly‑owned Commonwealth company means any Commonwealth company, other than a company any of the shares in which are beneficially owned by a person other than the Commonwealth.

Note:          Because of this definition, a Commonwealth company which is limited by guarantee is a wholly‑owned Commonwealth company.