Who must comply with Determine large proprietary company status annually?
The applicability test for Determine large proprietary company status annually (ASIC), computed across 35 industries, 9 business structures and 6 size bands.
Short answer: Some businesses
Applies when the business has a proprietary company.
What the obligation is
Test the three large-prop thresholds at the end of each financial year — failing any two triggers Chapter 2M reporting.
Section 45A defines a 'large proprietary company' as one satisfying any two of: $50M consolidated revenue, $25M consolidated gross assets, or 100+ employees for the financial year. Companies satisfying the threshold must comply with Chapter 2M reporting and audit obligations.
The applicability test
Applies when the business has a proprietary company.
How the regulator frames it: All proprietary companies.
What triggers it: End of each financial year.
Jurisdiction: Commonwealth law, so the test is the same in every state and territory.
Which industries are in or out
Outcome across the 35 industries Rules Mate maps (35 of 35: depends on size or structure).
The answer is the same in every industry: depends on size or structure. Industry does not change who must comply.
Business structure and size
| Structure | Answer across all industries, any size | Engine's reason (real estate agents, 6–19 employees) |
|---|---|---|
| Sole trader | No | Requires a proprietary company |
| Partnership | No | Requires a proprietary company |
| Trust | No | Requires a proprietary company |
| Pty Ltd company | Yes | Proprietary company |
| Public company | No | Requires a proprietary company |
| Not-for-profit (unregistered) | No | Requires a proprietary company |
| Registered charity | No | Requires a proprietary company |
| Super fund | No | Requires a proprietary company |
| Foreign company | No | Requires a proprietary company |
Size does not change the answer across all industries: at every size band the answer is "depends on size or structure".
Worked examples
Each line is one run of the Rules Mate applicability engine for a single business profile, with the reason the engine gives:
- Pty Ltd company in real estate agents with 6–19 employees, turnover $1M–$3M: applies. Proprietary company.
- Sole trader in real estate agents with 6–19 employees, turnover $1M–$3M: does not apply. Requires a proprietary company.
What you must do, and when
- When due
- Annual self-assessment at FY end.
- Frequency
- Annual
- Evidence to keep
- Threshold assessment workpaper, consolidated financial information for the group.
- Status
- Current
- Priority
- High
Penalty for not complying
Maximum penalty: Civil penalties for non-lodgement of audited reports if large; director duty exposure.
Audit or assurance level
Not determined: check with your adviser. Whether an independent review or audit is required turns on facts about the business, so Rules Mate does not assume either way. The facts that decide it: Does the company (with controlled entities) meet 2 of: revenue >= $50m, gross assets >= $25m, >= 100 employees? Is the company a proprietary company under 2 of the 3 large thresholds? Have shareholders with at least 5% of votes directed an audit (s293)? Has ASIC directed an audit (s294)? Is the company foreign-controlled?
What usually applies alongside it
Across the 1,890 business profiles Rules Mate evaluates, these obligations apply to most of the businesses this one applies to, and are far more common among them than among businesses generally:
- Lodge the ASIC annual company statement and review fee: applies to 100% of the same businesses (4.5× the overall rate)
- Pay ASIC fees + lodge prescribed forms: applies to 100% of the same businesses (4.5× the overall rate)
- Beneficial ownership transparency (Tranche 3 — under consultation): applies to 100% of the same businesses (4.5× the overall rate)
- Pay company PAYG/GST/SG or face Director Penalty Notice (DPN): applies to 100% of the same businesses (4.5× the overall rate)
- Discharge of directors' duties — practical evidence: applies to 100% of the same businesses (4.5× the overall rate)
- Comply with directors' general law and statutory duties: applies to 100% of the same businesses (4.5× the overall rate)
Where it sits in the corpus
Rules Mate tracks 2 published obligations tagged "financial reporting", 0 of them rated critical. For a professional services Pty Ltd company with 6–19 employees operating in every state, 1 of those apply outright. This obligation is rated high priority, and is a annual obligation.
Regulator, legislation and tools
Regulated by Australian Securities and Investments Commission.
ASIC: Corporate regulator administering the Corporations Act, financial services and credit licensing (AFSL/ACL), markets supervision, insolvency, and registries (ASIC and ABRS).
Corporations Act: The foundational federal Act for Australian corporate law.
Free tools that help with this obligation:
Questions
- Who must comply with Determine large proprietary company status annually?
- Applies when the business has a proprietary company.
- Does Determine large proprietary company status annually apply to sole traders?
- No. Across every industry and every size band, the engine's answer for a sole trader is: no.
- Does Determine large proprietary company status annually apply to businesses with 1–5 employees?
- Depends on size or structure (1–5 employees, turnover $100K–$1M).
- When is "Determine large proprietary company status annually" due?
- Annual self-assessment at FY end.
Related
Sources
Computed by the Rules Mate applicability engine from the published obligation corpus; facts last checked 3 October 2026. Rules Mate is not a law firm and this is general information, not legal advice. Confirm your position with the regulator source or a qualified adviser before acting.