Special purpose companies

What is a special purpose company?

A 'special purpose company' is generally one that's created for a set reason, not just general business. Special purpose companies are usually one of the following:

Superannuation Trustee Company 

A superannuation trustee company acts solely as a trustee of a regulated superannuation fund. Refer to s19 of the Superannuation Industry (Supervision) Act 1993 for more information. The company's constitution must prohibit the company from distributing income or property to its members.

Home Unit Company 

This type involves a group of people (directors or members) who own or live in a block of flats or units. The company exists as a body corporate to administer the property. Only proprietary companies can be home unit companies.

Not-for-profit Company 

This company is for charitable purposes only. The constitution requires the company to:

  • apply its income in promoting charitable purposes
  • prohibit distributions to its members and paying fees to its directors, and
  • make its directors approve all other payments the company makes to them.

In each case, the company's constitution must meet the requirements under the Corporations (Review Fees) Regulations 2003. If you're unsure, we recommend getting legal advice.

Annual review fees for special purpose companies

Special purpose companies qualify for reduced annual review fees. If the company has started or ceased to be a special purpose company, you must let us know before its next annual review date. This ensures that we charge the right annual review fee.

How to tell us you're a special purpose company

You can tell us that a company is a special purpose company at the time of registration. You can also let us know by lodging a Change to company details.

When lodging a Change to company details, you need to state the special purpose of the company and the date that it started. You can use this form either when a company starts or when it ceases to be a special purpose company.

You must also include a declaration made by an officeholder to support that the company is a special purpose company. Here are examples of the declarations for each type of special purpose company to include when lodging:

Home Unit Company Declaration (PDF)

Not-for-profit Company Declaration (PDF)

Superannuation Trustee Company Declaration (PDF)

Declarations accompanying electronic forms

If you are using EDGE software, the correct declaration will be automatically displayed. We'll send you a paper copy of the declaration to be signed as this is required before we can complete the change.

If you lodge a Change to company details, you'll be able to complete it online.

Fees for changing to a special purpose company

No lodging periods or fees apply to changing to a special purpose company or ceasing a special purpose company.

However, if you're making other changes e.g. the appointment of a new officeholder, you must ensure that the form is lodged within 28 days after the change to avoid late fees.

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Last updated: 30/03/2021 09:31