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Companies

Special purpose companies

Key points:

  • A special purpose company is set up for a specific purpose. It is not for general business activities.
  • Some examples include superannuation trustee companies, home unit companies and not-for-profit companies.
  • There are some different rules for special purpose companies, and they pay lower annual fees.
  • Special purpose companies can tell ASIC about their status.

About special purpose companies

A special purpose company is usually created for a particular reason and not just general business.

The main types of special purpose companies are:

  • superannuation trustee companies
  • home unit companies
  • not-for-profit companies.

Superannuation trustee companies

A superannuation trustee company acts solely as a trustee of a regulated superannuation fund. The company’s constitution does not allow it to distribute property or income to members. For more information, see section 19 of the Superannuation Industry (Supervision) Act 1993.

Home unit companies

A home unit company is a group of people (directors or members) who own or live in a block of units. The company is a ‘body corporate’ that manages the property. Only proprietary companies can be home unit companies.

Not-for-profit companies

A not-for-profit company can register as a special purpose company.

Under its constitution, the company must:

  • use its income for charitable purposes
  • not distribute profits to its members
  • not pay fees to directors
  • make its directors approve any payments the company makes to a director.

Telling ASIC that you are a special purpose company is not the same as registering with the ACNC as a charity. Read more about the obligations of not-for-profit and charitable organisations.

Rules for special purpose companies

Governance

Special purpose companies must have a constitution instead of replaceable rules. The specific requirements are set out in the Corporations (Review Fees) Regulations 2003. For more information on using a constitution, see Company rules and constitutions.

Fees

Special purpose companies pay a lower annual review fee. You must let us know if your company becomes or stops being a special purpose company. Do this before your next annual review date so we charge the right fee.

Change of details

Like other companies, special purpose companies must tell us about any changes to company details within 28 days, or a late fee will apply.

Tell ASIC you’re a special purpose company

When registering for the first time

You can tell us that a company is a special purpose company when you register the company. Tick the box on the form that asks if you are registering as a special purpose company.

When you become, or stop being, a special purpose company

If your company becomes a special purpose company, or stops being one, you can tell us. This must be done following the steps below.

If you are becoming a special purpose company, you must:

  • state the company’s special purpose
  • tell us the date that it started
  • give us a declaration by an officeholder that the company is a special purpose company.

The declaration will display when you lodge your application. You must confirm that the company complies with the terms of the declaration.

Here are some examples of declarations for each type of special purpose company:

There is no fee to change your details to become a special purpose company.

Steps to change special purpose company status

You will need to sign up for online access to the company officeholder portal if you haven’t already. You will also need your corporate key. You can find this on the most recent annual statement.

Log in to your account

Start transaction

  • Select the ‘Start new form’ option in the menu.
  • Select ‘Form 484 – Change to company details’ from the list of options.
  • Select the ‘Change to special purpose company status’ box.
  • Select the ‘Next’ button.

Make the changes

Enter the ‘Date of change’.

Select the status of your company as:

  • home unit
  • superannuation trustee
  • for charitable purposes only.

Select the ‘Next’ button.

Declare and submit

  • Read the declaration to make sure you agree with it. If you do, select the ‘Yes’ button.
  • Select the ‘Submit’ button to submit the form.

User guide

For more detailed information and screenshots, see our user guide:

Change to special purpose status (PDF)

Next steps

Your changes will not be confirmed immediately. Your application must go through a validation process by ASIC.

If your form is validated, it will appear in ‘Forms submitted’.

If your form is not validated, it will appear in ‘Forms in progress’. You can review the form and correct any errors.