Duties Act 2001

A corporation is a subsidiary of—

another corporation (the holding entity) if, under the Corporations Act, it is a subsidiary of the holding entity; or

a listed unit trust (also the holding entity) if, under subsection (4), the corporation is a subsidiary of the holding entity.

Also, each of the following is a subsidiary of the holding entity—

a trustee of a trust, if the holding entity or a subsidiary of the holding entity, whether under this or another subsection, is a beneficiary of the trust (a relevant trust);

a corporation in which—

the trustee of a relevant trust has an interest of 50% or more; or

an interest of 50% or more is held on trust and the trustee of a relevant trust is a beneficiary of that trust.

Example for subsections (1) and (2)—A Pty Ltd has a 51% shareholding in B Pty Ltd. B Pty Ltd has a trust interest in the C Trust of which C Pty Ltd acts as trustee. C Pty Ltd as trustee of the C trust has a 51% shareholding in D Pty Ltd.Under subsection (1), B Pty Ltd is the subsidiary of A Pty Ltd because, under the Corporations Act, it is a subsidiary of A Pty Ltd.Under subsection (2)(a), C Pty Ltd is the subsidiary of A Pty Ltd because B, a subsidiary of A Pty Ltd, is a beneficiary of the trust.Under subsection (1), D Pty Ltd is the subsidiary of C Pty Ltd because, under the Corporations Act, it is a subsidiary of C Pty Ltd.Under subsection (2)(b)(i), D Pty Ltd is the subsidiary of A Pty Ltd because C Pty Ltd, a relevant trust, has an interest of 50% or more in D Pty Ltd.

In addition, a corporation or trustee of a trust is a subsidiary of a holding entity if, under subsection (1) or (2), it is a subsidiary of a subsidiary of the holding entity.

For subsection (1)(b), a corporation is a subsidiary of a listed unit trust if it is a subsidiary of the trust under the Corporations Act, chapter 1, part 1.2, division 6, applied—

as if a reference to a body corporate includes a reference to a trustee of a listed unit trust; and

as if section 48(2) and (3) of that Act did not apply, to the extent the section disregards shares held or a power exercisable only in a fiduciary capacity; and

with any other necessary changes.

For deciding whether a trustee of a trust is a subsidiary of a holding entity under subsection (2)—

a trust interest sale agreement made by the holding entity or a subsidiary of it is taken not to have been made; and

a trust interest purchase agreement made by the holding entity or a subsidiary of it is taken to have been completed.

In this section—trust interest purchase agreement means an uncompleted agreement, whether or not conditional, for the acquisition of an interest as a beneficiary of the trust.trust interest sale agreement means an uncompleted agreement, whether or not conditional, for the disposal of an interest as a beneficiary of the trust.