New South Wales Consolidated Acts

DUTIES ACT 1997 - SECT 273E

273E Meaning of "corporate group"

(1) For the purposes of this Part, a
"corporate group" consists of a parent corporation and its subsidiaries.

(2) A corporation is the
"parent corporation" of another corporation (which is the
"subsidiary" of the first corporation) if the first corporation, directly or indirectly--

(a) holds at least 90% of the securities of the other corporation, and

(b) holds voting control over the other corporation.

(3) 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).

(3A) A requirement under the Corporations Act 2001 of the Commonwealth for a resolution to be passed by a sub-fund of a CCIV must be disregarded for the purposes of assessing whether the sub-fund has voting control over another sub-fund of the CCIV.

(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 their subsidiaries.

(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--

(a) for 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 the custodian, or

(b) for a CCIV that is taken to be a trustee of a unit trust scheme because of section 5A--a reference to a custodian of the CCIV acting as the custodian.

(6) 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

(b) a discretionary trust, or

(c) a trust (not being a unit trust scheme) for any person who is not a member of the corporate group.