431Groups

431 Groups (1) For the purposes of this Part, if— (a) an employer that is a body corporate and another body corporate (***related person***) are, by reason of section 50 of the Corporations Act, related to each other; or (b) one or more workers of an employer perform duties for or in connection with one or more businesses carried on by the employer and one or more other persons (***associates***); or (c) one or more workers of an employer are employed solely or mainly to perform duties for or in connection with one or more businesses carried on by one or more other persons (***associates***); or (d) one or more workers of an employer perform duties for or in connection with one or more businesses carried on by one or more other persons (***associates***), being duties performed in connection with, or in fulfilment of, the employer's obligation under, an agreement, arrangement or undertaking for the provision of services to any one or more of the associates in connection with that business or those businesses— (i) whether the agreement, arrangement or undertaking is formal or informal, express or implied; and (ii) whether or not the agreement, arrangement or undertaking provides for duties to be performed by the workers or specifies the duties to be performed by them— the employer and all persons who are related persons or associates in relation to that employer together constitute a group and each is a member of that group. Subsection (10) allows the Authority to exclude members from a group constituted under this subsection in certain circumstances. (2) If a person or 2 or more persons have a controlling interest in each of 2 businesses under subsection (3), the persons who carry on those businesses constitute a group and each person is a member of the group. Subsection (10) allows the Authority to exclude members from a group constituted under this subsection in certain circumstances. (3) For the purposes of subsection (2), a person or 2 or more persons have a controlling interest in a business if— (a) in the case of a business carried on by a corporation— (i) the person or each of the persons is a director of the corporation and the person or persons are entitled to exercise more than 50 per cent of the voting power at meetings of the directors of the corporation; or (ii) a director or 2 or more directors of the corporation that are entitled to exercise more than 50 per cent of the voting power at meetings of the directors of the corporation are under an obligation, whether formal or informal, to act in accordance with the direction, instructions or wishes of that person or those persons; or (b) in the case of a business carried on by a corporation that has a share capital, that person or those persons can, directly or indirectly, exercise, control the exercise of, or substantially influence the exercise of, more than 50 per cent of the voting power attached to the voting shares, or any class of voting shares, issued by the corporation; or (c) in the case of a business carried on by a body corporate or unincorporate, that person or those persons constitute more than 50 per cent of the board of management (by whatever name called) of the body or control the composition of the board; or (d) in the case of a business carried on by a partnership, that person or those persons— (i) own (whether beneficially or not) more than 50 per cent of the capital of the partnership; or (ii) are entitled (whether beneficially or not) to more than 50 per cent of the profits of the partnership; or (e) in the case of a business carried on under a trust, the person or persons (whether or not as a trustee of, or beneficiary under, another trust) are the beneficiary in respect of more than 50 per cent of the value of the interests in the first-mentioned trust; or (f) in the case of one person, the person is the sole owner (whether or not as trustee) of the business; or (g) in the case of 2 or more persons, the persons are together as trustees the sole owners of the business. (4) A person who may benefit from a discretionary trust as a result of the trustee or another person, or the trustee and another person, exercising or failing to exercise a power or discretion, is taken, for the purposes of this Act, to be a beneficiary in respect of more than 50 per cent of the value of the interests in the trust. (a) 2 corporations are related bodies corporate within the meaning of the Corporations Act; and (b) one of the corporations has a controlling interest in a business— the other corporation has a controlling interest in the business. (a) a person or 2 or more persons have a controlling interest in a business; and (b) a person or 2 or more persons who carry on the business have a controlling interest in another business— the person or persons referred to in paragraph (a) have a controlling interest in that other business. (7) If— (a) a person or 2 or more persons are the beneficiary of a trust in respect of more than 50 per cent of the value of the interests in the trust; and (b) the trustee of the trust (whether alone or together with another trustee or trustees) has a controlling interest in the business of another trust— the person or persons have a controlling interest in the business. (8) If— (a) a person or 2 or more persons have a controlling interest in the business of a trust; and (b) the trustee of the trust (whether alone or together with another trustee or trustees) has a controlling interest in the business of a corporation— the person or persons are deemed to have a controlling interest in the business of the corporation. (9) If— (a) a person or 2 or more persons have a controlling interest in the business of a trust; and (b) the trustee of the trust (whether alone or together with another trustee or trustees) has a controlling interest in the business of a partnership— the person or persons are deemed to have a controlling interest in the business of the partnership. (10) If the Authority is satisfied that, having regard to— (a) the nature and degree of ownership and control of the businesses; and (b) the nature of the businesses; and (c) any other matters the Authority considers relevant— a business carried on by a member of a group, other than a group constituted by reason of subsection (12), is carried on independently of, and is not connected with, the carrying on of a business carried on by any other member of that group, the Authority may exclude the member from that group. (11) The Authority must not, under subsection (10), exclude a person from a group if the person is a body corporate that, by reason of section 50 of the Corporations Act, is related to another body corporate that is a member of that group. (12) Subject to subsection (13), for the purposes of this section, if an employer is a member of a group and that person or another member of that group is a member of another group, a person who is a member of that other group is— (a) deemed to be a member of the first-mentioned group; and (b) called an ***associate***. (13) Subsection (12) does not apply if a person satisfies the Authority that— (a) the trade, business or profession carried on by that person is carried on independently of, and is not connected with, the carrying on of a trade, business or profession carried on by a member of the first-mentioned group; and (b) that trade, business or profession is not carried on with an intention, either directly or indirectly, of reducing the amount of premium payable by that person or another member of the group. (14) In this section— ***business*** includes— (a) a profession or trade; and (b) any other activity carried on for fee, gain or reward; and (c) the activity of employing one or more persons who perform duties for or in connection with another business; and (d) the carrying on of a trust (including a dormant trust); and (e) the activity of holding any money or property used for or in connection with another business— whether carried on by one person or 2 or more persons together; ***person*** includes an unincorporated body and a partnership.