11Interpretation—meaning of “subsidiary”

#### 11 Interpretation—meaning of “subsidiary” 11 Interpretation—meaning of “subsidiary” > > (1) Subject to subsection (5), a body corporate is a subsidiary of a co-operative housing body if— > > > > > (a) the co-operative housing body— > > > > > > > (i) controls the composition of the body corporate’s board of directors, or > > > > > > > (ii) is in a position to cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a general meeting of the body corporate, or > > > > > > > (iii) holds more than 50% of the issued share capital of the body corporate (other than any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital), or > > > > > (b) the body corporate is a subsidiary of a body corporate that is a subsidiary of the co-operative housing body (including a body corporate that is a subsidiary of the co-operative housing body by another application of this paragraph). > > > (2) The composition of a body corporate’s board of directors is controlled by a co-operative housing body if the co-operative housing body can appoint or remove all or a majority of the directors by the exercise of a power exercisable with or without the consent or concurrence of another person. > > > (3) For the purposes of subsection (2), a co-operative housing body is taken to have power to make an appointment of directors if— > > > > > (a) a person cannot be appointed as director without the exercise of such a power by the co-operative housing body in the person’s favour, or > > > > > (b) a person’s appointment as a director follows necessarily from the person being a director or other officer of the co-operative housing body. > > > (4) Subsection (2) does not limit by implication the circumstances in which the composition of a body corporate’s board of directors is taken to be controlled by a co-operative housing body. > > > (5) In determining whether a body corporate is a subsidiary of a co-operative housing body— > > > > > (a) any shares held or power exercisable by the co-operative housing body in a fiduciary capacity must be treated as not held or exercisable by it, and > > > > > (b) subject to paragraphs (c) and (d), any shares held or power exercisable— > > > > > > > (i) by any person as a nominee for the co-operative housing body, or > > > > > > > (ii) by, or by a nominee for, a subsidiary of the co-operative housing body (other than a subsidiary that is concerned only in a fiduciary capacity), and > > > > > > must be treated as held or exercisable by the co-operative housing body, and > > > > > (c) any shares held or power exercisable by a person under a debenture, or a trust deed for securing the issue of debentures, must be disregarded, and > > > > > (d) any shares held or power exercisable by, or by a nominee for, the co-operative housing body or its subsidiary merely by way of security given for the purposes of a transaction entered into in the ordinary course of business in connection with providing financial accommodation must be disregarded. > > > (6) If it is relevant to determine for the purposes of this Act whether a body corporate is a subsidiary of another body corporate that is not a co-operative housing body and subsection (1) does not apply, the first body corporate is a subsidiary of the other body corporate if it would be such a subsidiary under the Corporations Act. > > **s 11:** Am 2001 No 34, Sch 4.11 \[9\].