New South Wales Consolidated Acts
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DUTIES ACT 1997 - SECT 273E
Meaning of "corporate group"
273E Meaning of "corporate group"
(1) For the purposes of this Part, a
"corporate group" consists of a parent corporation and its subsidiaries.
A corporation is the
"parent corporation" of another corporation (which is the
"subsidiary" of the first corporation) if the first corporation, directly or
(a) holds at least 90% of the securities of the other
(b) holds voting control over the other corporation.
The first corporation holds
"voting control" over the other corporation if the first corporation has the
ability to cast, or control the casting of, at least 90% of the maximum number
of votes that may be cast at a general meeting of that corporation (other than
votes to which a person is entitled under the provisions of a debenture or
trust deed securing the issue of a debenture).
(4) The corporate group for a
corporation, all of the securities of which are stapled to the securities of
one or more other corporations, includes all of those other corporations and
(5) A transaction between--
(a) the trustee of a
corporation that is a unit trust scheme, acting as trustee of the scheme, and
(b) another corporation that is a member of the same corporate group as the
unit trust scheme (including, if that other corporation is a unit trust
scheme, a trustee acting as trustee of that scheme), is taken, for the
purposes of a corporate reconstruction transaction, to be a transaction
between the corporations as members of the same group.
(5A) A reference in
subsection (5) to a trustee includes, in the case of a trustee of a unit trust
scheme that is a managed investment scheme, a reference to a custodian of the
trustee of the scheme acting as custodian of the trustee of that scheme.
A corporation is not a member of a corporate group for the purposes of a
corporate reconstruction transaction if the corporation is acting in the
capacity of trustee of--
(a) a unit trust scheme that is not a member of the
same corporate group as the other party to the transaction, or
discretionary trust, or
(c) a trust (not being a unit trust scheme) for any
person who is not a member of the corporate group.
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