8Meaning of associated entity and key person

8 Meaning of associated entity and key person (1) In this Act: associated entity, of a corporation, means— (a) a related corporation; or key person, for a corporation, means— (a) a director or secretary of— (i) the corporation; or (ii) an associated entity of the corporation; and

Preliminary Division 2.1 (b) an individual who is in a position to control or significantly influence the corporation’s or an associated entity’s conduct and includes an individual who— (i) directly or indirectly owns, holds or controls 25% or more of the shares in either corporation, or 25% or more of a class of shares in either corporation; or (ii) gives instructions to an officer of either corporation and the officer generally acts on those instructions; or (iii) makes, or participates in making, decisions that affect the whole or a substantial part of either corporation’s business or financial standing; or (iv) engages in conduct or makes representations that would cause someone else to reasonably believe the person controls, or substantially influences, either corporation’s business. (2) However, a key person for a corporation, does not include— (a) a professional, only because the advice given by the professional influences the corporation’s conduct; or (b) a regulator, only because the regulator, when exercising a function under an Act or other law, influences the corporation’s business; or (c) an administrator, controller, provisional liquidator or liquidator within the meaning of the Corporations Act, section 9. (3) For this section, a related corporation has the same meaning as related body corporate under the Corporations Act, section 9, except that in section 46 (Meaning of subsidiary—general) of that Act, references to ‘one-half’ are taken to be references to ‘25%’.

professional— (a) means a person who provides professional advice to more than 1 client; but (b) does not include a person who provides professional advice to a client in the person’s capacity as an employee of the client. Example a lawyer or accountant, employed in that capacity by a firm of lawyers or accountants engaged by a corporation to give the corporation advice on a particular matter regulator means— (a) a person employed by the Territory, a State, a local government or the Commonwealth; or (b) a person engaged by the Territory, a State, a local government or the Commonwealth to provide a particular service or carry out a particular activity; or (c) an agent of a person mentioned in paragraph (b) if, in that capacity, the agent provides the service or carries out the activity the person is engaged to provide or carry out.