Proprietary company

A company which is privately held and is either limited or unlimited. It can be contrasted to a public company. Proprietary company is defined under the Corporations Act 2001 (Cth) at s 45A.

A proprietary company must have share capital and a membership of not less than two and not more than 50, which restricts the right to transfer shares and which prohibits any invitation to the public to subscribe for shares or debentures or to deposit money with the company. A proprietary company must have the word Proprietary or Pty as part of its name.

Proprietary companies are further categorised as large or small. A proprietary company will only be classed as small where:

  • Its assets are less than $12.5million
  • It has <50 employees
  • It has a gross operating revenue of less than $25 million

Large proprietary companies generally need to lodge audited accounts with ASIC.