Articles written By Better Boards

What is a Proprietary Limited Company (Pty Ltd)?

Jump to Section What is a Proprietary Limited Company? Pty Ltd Characteristics Difference between Ltd and Pty Ltd Benefits of Forming a Pty Ltd in Australia How to Set Up a Pty Ltd Company Pty Ltd and the Corporations Act 2001 Additional Resources References One of the most frequent legal structures Australian businesses choose is the proprietary limited company or Pty Ltd. Similar to other company forms such as a company limited by shares or an unlimited company, Pty Ltd entities operating in Australia are regulated by the Corporations Act 2001 and have legal obligations associated with the Australian Securities and Investments Commission and the Australian Taxation Office.

Mergers & Amalgamations ... the realities & practicalities

Is your board and executives/senior management team considering a merger or amalgamation, or been approached by another organisation to amalgamate or merge? The big picture forces and trends of the industries/sectors in which community business (NFPs) operate, along with government reform, challenging economic conditions, financial viability or sustainability, increasing regulation and workforce challenges are propelling leaders to consider the most likely strategic scenario for their organisation and therein the organisation’s strategic options to achieve this and fulfil vision and mission; ensuring services continue to have impact in communities they serve.

Illiquidity Vs Insolvency

A non-profit organisation’s financial health is vital to achieving its mission. As stewards of the organisation, board members must understand two key financial concepts - illiquidity and insolvency. On the surface, they may seem similar. But illiquidity and insolvency stem from different causes and have different implications. This article will explain what illiquidity and insolvency mean, their key differences, and provide real-world examples to illustrate how non-profit boards should interpret and respond to signs of financial distress.

Materiality

Materiality is a multifaceted concept warranting a comprehensive understanding by directors. This in-depth article examines materiality across legal, governance, accounting, and financial contexts. It provides extensive analysis of materiality principles, standards, quantitative thresholds, qualitative criteria, and real-world applications. With thoughtful frameworks and case studies, this guide aims to empower professionals and organisations to make sound judgements in regards to materiality . Defining Materiality At its foundations, materiality refers to the relative importance, relevance and significance of specific information or issues in relation to a given question, evaluation, judgment or decision.

School Governance 101

Schools face a number of challenges — and so do the boards that govern them. While concern about some of these challenges has fluctuated since 2014, high salary costs and school fees as well as compliance issues have remained top priorities for governors for almost a decade. Twelve key characteristics of effective school boards define healthy school governance and present opportunities to improve at every turn. By adopting most or all of these characteristics, schools can mitigate many of the issues they face today.

Winding Up an NFP – Practical Tips

Winding up can be a tricky area, requiring a sustained effort and engagement between the Board, management and stakeholders to meet the various requirements involved. It is critical to ensure that the process is planned and implemented properly. This session will look at the reasons you might wind up an NFP, the steps to follow and issues to be aware of. In this session Jason will: Explore reasons you might wind up an NFP Consider transfer of assets and successor organisations Examine key requirements found in NFP Constitutions and at law Provide details of the timing, paperwork and steps to be followed Consider the worst case scenario of insolvency and Director liability This presentation will provide attendees with the tools to navigate the winding up process.

Difference between a Company Limited by Shares and Company Limited by Guarantee

What are the key differences between a company limited by shares and a company limited by guarantee? Is one better than the other? Under Australian law, there are two main types of company structures: proprietary companies and public companies. A closer look reveals that these businesses usually operate either as companies limited by shares (CLS) or companies limited by guarantee (CLG). The difference between the CLG vs CLS structure is primarily in the ways each approaches liability, voting and dividend rights, and share distribution.

Hire, Review & Fire: Understanding the CEO Lifecycle

Join our panel of experts as they delve into the intricate CEO engagement lifecycle, from hiring to potential separation. The conversation will focus on the challenges Boards face in selecting the ideal CEO capable of implementing strategy and leading the organisation effectively. The panel will also explore how to gauge a CEO’s performance and what corrective measures can be taken if things aren’t going as planned. The panel will aim to answer three key questions:

What is a Company Limited by Shares (CLS)?

A company limited by shares (CLS) is one of the most common structures used to conduct business in Australia. As a company founder, the legal structure you choose determines the activities your organisation can legally carry out. Forming a CLS is a good option for organisations planning to conduct commercial activities and can help protect group owners from personal liability. The Corporations Act 2001 (Cth) defines a company limited by shares as “a company formed on the principle of having the liability of its members limited to the amount (if any) unpaid on the shares respectively held by them.

What's next in Directors Duties?

With roots reaching back to England’s Court of Chancery, directors’ duties have evolved over time and continue to change today. Join our panel to explore how strategy, climate risk, cybersecurity, and whistleblowing are shaping and informing directors’ obligations in new ways. Though the core duties like acting with due care and diligence have established minimum expectations - such as proactively gaining company knowledge, monitoring affairs, and critically evaluating matters - what these entail is expanding.