The company reporting definition: a small proprietary company

The figures, in the regulation

“1.0.02B Proprietary company thresholds (Act s 45A)

(1) For the purposes of paragraphs 45A(2)(a) and (3)(a) of the Act, the amount of $50 million is prescribed.

(2) For the purposes of paragraphs 45A(2)(b) and (3)(b) of the Act, the amount of $25 million is prescribed.

(3) For the purposes of paragraphs 45A(2)(c) and (3)(c) of the Act, the number 100 is prescribed.”

Corporations Regulations 2001, compilation of 1 September 2026, from the Federal Register of Legislation

The regulation prescribes the amounts; the paragraphs of section 45A of the Corporations Act 2001 that it names are where they are used.

The three tests

ASIC sets them out like this, for financial years starting on or after 1 July 2019.

• RevenueRevenue of $50 million or more for the financial year, consolidated across the company and the entities it controls.
• Gross assetsThe value of consolidated gross assets at the end of the financial year, company and controlled entities together, of $25 million or more.
• EmployeesAt year end, 100 or more employees across the company and its controlled entities.

A company that meets at least two of these is large for that year. One that does not is small. The test is about proprietary companies only: ASIC’s words are that “a proprietary company is defined as being ‘large’ or ‘small’”.

Two of three, read against three companies

An illustration, written for this guide

Company A earns more than company C and is still small, because only one of its three figures crosses a line. Each figure is the consolidated one, for the company and the entities it controls.

The lines before 1 July 2019

The thresholds rose on 1 July 2019. ASIC gives the earlier ones, for financial years before 30 June 2019, as consolidated revenue of $25 million, consolidated gross assets of $12.5 million and 50 employees, again with two of the three making a company large. A year’s label is read against the figures in force for that year.

A label for each financial year

ASIC frames the test “for a financial year”, so the label is worked out year by year, from that year’s revenue and the assets and employees at that year’s end. Whatever the label, ASIC notes that a director has obligations under the Corporations Act from the start, even as the only director and shareholder.

What the label changes

A large proprietary company

ASIC says a large proprietary company must prepare and lodge a financial report and a directors’ report for each financial year, audited unless ASIC grants relief. Sustainability reporting is being phased in from 1 January 2025, and ASIC says it will apply to most large proprietary companies by 1 July 2027.

A small proprietary company

ASIC says most small proprietary companies do not have to prepare financial reports, though some will in particular cases, which may also mean an audit, lodgement with ASIC or sending the report to members. The cases on ASIC’s page:

• ASIC asks. Under section 294 of the Corporations Act, ASIC can request a financial report, and can ask for it to be audited, sent to members and lodged.
• Shareholders ask. Under section 293, shareholders can request a financial report, which may need to follow accounting standards or be audited, as requested. If the company had crowd-sourced funding shareholders at any time during the year, its financial statements must also be lodged with ASIC, and they must be audited if it has raised $3 million or more from all its crowd-sourced funding offers.
• Foreign control. A small proprietary company controlled by a foreign company, and not a disclosing entity, has its own requirements, set out by ASIC in a table. Some are relieved of it: one whose parent, an Australian company or registered foreign company, lodged consolidated financial statements for the year with ASIC is not required to appoint auditors or prepare or lodge financial reports. One that is not part of a large group can get the same relief if its directors resolve to rely on an ASIC instrument and lodge notice of that resolution in time. The rest must prepare financial reports, lodge them with ASIC and send them to members within four months of year end, and most must also have them audited.

How this line differs from the others

This is the only definition here that weighs assets. Its employee count is taken at the end of the financial year, across the group; the Fair Work count is taken at a particular time, with associated entities counted as one employer. Its revenue test starts at $50 million, five times the $10 million figure in the tax definition, though tax counts aggregated turnover and this test counts consolidated revenue.