Corporate reconstructions and consolidations

The information within this guide is of a general nature and aims to centralise key information on corporate reconstructions and consolidations and provides industry professionals the legislative and operational requirements under the Duties Act 1997.

It is recommended that the guide is read in its entirety and in conjunction with part 1 of chapter 11 of the Duties Act 1997.

Contact us if you require further information or to discuss specific transactions.

7. Definitions

The following definitions apply to corporate reconstructions and corporate consolidations in accordance with section 273A, and the Dictionary of the Duties Act 1997.

Corporation means a body corporate whether incorporated in this jurisdiction or elsewhere. (Dictionary, Duties Act 1997 (the “Act”) and includes a unit trust scheme (s273A(1) Act).

  • Body Corporate means an entity which has a legal existence separate from that of its members (common law definition) it does not necessarily need to be a company.
    Note: The Duties Act 1997 does not define "body corporate"; therefore, this expression takes its general law meaning.
  • Unit Trust Scheme means any arrangements made for the purpose, or having the effect, of providing, for persons having funds available for investment, facilities for the participation by them, as beneficiaries under a trust, in any profits, income or distribution of assets arising from the acquisition, holding, management or disposal of any property whatever pursuant to the trust.
    Note: Under section 273A(2) of the Duties Act 1997, a reference in this Part to anything done by or held by a unit trust scheme (including any voting control held by a unit trust scheme):  
    a. is a reference to anything done by or held by a trustee of the unit trust scheme as trustee of that unit trust scheme, and
    b. in the case of a unit trust scheme that is a managed investment scheme includes a reference to anything done by or held by a custodian of the trustee of the managed investment scheme as custodian of the trustee of that scheme (emphasis added).
  • Managed investment scheme means a managed investment scheme within the meaning of Chapter 5C of the Corporations Act 2001 of the Commonwealth and includes a public unit trust scheme.

Security means

  1. in the case of a corporation other than a unit trust scheme, an issued share of the corporation, or
  2. in the case of a unit trust scheme, a unit issued under the scheme.