Some of these ABNs were registered to well-known financial institutions and investment entities, and some of these ABNs were registered to entities you may have yet to hear of, but they are all significant. The entities listed below had their ABNs registered on the third of December, 2022. All on the same day, it needs to be clarified why or what the real impacts of it are.
- COMMONWEALTH BANK OF AUSTRALIA (ABN 48 123 123 124)
- MERRILL LYNCH (AUSTRALIA) proprietary limited (ABN 31 000 890 451)
- BANK OF AMERICA, NATIONAL ASSOCIATION (ABN 51 064 874 531)
- NEW PH proprietary limited (ABN 85 165 949 351)
- QUANTUM CORPORATION proprietary limited (ABN 42 103 643 045)
- MERRILL LYNCH MARKETS (AUSTRALIA) proprietary limited
(ABN 88 075 587 816) - MERRILL LYNCH (AUSTRALASIA) proprietary limited (ABN 72 075 923 894)
- BLACKROCK INVESTMENT MANAGEMENT (AUSTRALIA) LIMITED (ABN 13 006 165 975)
- The Trustee for Patricia Holdings Trust (ABN 43 264 414 938)
- TIER-3 proprietary limited (ABN 87 087 642 162)
- The Trustee for Zarina Khan (ABN 57 546 148 758 )
- AUSTRALIAN TAXATION OFFICE (ABN 51 824 753 556)
(Please feel free to go ahead and do an ABN search to find out about this.)
What is Ultimate Holding Company?
The term “Ultimate Holding Company” (UHC) is used in corporate law and taxation to refer to a company that controls other companies, but is not itself controlled by any other company. This is the highest level of control in a group of companies.
In terms of ownership, a UHC owns or controls the majority of shares in other companies, giving it the power to make decisions for those companies. It may own these shares directly or indirectly through other companies that it controls.
From a taxation perspective, in Australia, the UHC and its subsidiaries may be eligible to form a tax-consolidated group or a Multiple Entry Consolidated (MEC) group. This means that they are treated as a single entity for income tax purposes. The head company of the group, which is the UHC, is responsible for the group’s tax liabilities and obligations. This can simplify tax administration and provide certain tax advantages, but it also means that the UHC is liable for the tax debts of its subsidiaries.
In terms of legalities, a UHC has certain obligations under the Corporations Act 2001 in Australia. For example, it must lodge certain documents with the Australian Securities and Investments Commission (ASIC), including details of its subsidiaries. It may also have additional reporting obligations if it is a public company.
The UHC is also responsible for the governance of its subsidiaries, which includes ensuring that they comply with all relevant laws and regulations. This can include laws relating to employment, health and safety, environmental protection, and more.
It’s important to note that while a UHC has control over its subsidiaries, it is still a separate legal entity. This means that it has its own rights and obligations, and it can enter into contracts, sue and be sued in its own name.
I have accessed the Corporations Act 2001 from the Federal Register of Legislation of the Australian Government. However, the Act is extensive and complex, and it’s not feasible to provide a detailed list of obligations for a UHC (I’m assuming you’re referring to an Ultimate Holding Company) directly from the Act without specific sections or context.
That being said, a general overview of some of the obligations that an Ultimate Holding Company might have under the Corporations Act 2001. (Please note that this is incomplete; for a comprehensive understanding, you should consult a legal professional or refer to the Act directly.)
Notification Obligations: The UHC is required to notify the Australian Securities and Investments Commission (ASIC) when it begins or ceases to be an UHC. This includes providing details about the subsidiary companies it controls.
Financial Reporting: The UHC may be required to prepare consolidated financial reports that cover all the entities it controls. This can include subsidiary companies, trusts, and partnerships.
Liability for Subsidiary’s Debts: In certain circumstances, a UHC can be held liable for the debts of its subsidiaries. This is particularly the case if the UHC was aware that the subsidiary was insolvent and continued to allow it to incur debt.
Directors’ Duties: The directors of a UHC have the same duties as directors of any other company. This includes the duty to act in the company’s best interests, avoid conflicts of interest, and prevent the company from trading while insolvent.
Insolvency: If a UHC or any of its subsidiaries becomes insolvent, the directors may be held personally liable for any debts incurred by the company from when they knew or should have known that the company was insolvent.
So it is quite interesting that a government body is registered a business name as UHC. Taking the above into consideration, you can ask the question. WHY?
The Australian Tax Office (ATO) becoming an Ultimate Holding Company (UHC) is a bit unusual and not a typical scenario. The ATO is a government agency responsible for administering the tax laws and certain aspects of Australia’s superannuation system. It is not a commercial entity holding shares in other companies, which an Ultimate Holding Company typically does.
An Ultimate Holding Company is a parent company with a controlling interest in at least one other company but not controlled by another. This usually happens in a business context where there are multiple layers of companies for reasons such as risk management, tax planning, or business structuring.
If the ATO has been referred to as a UHC, it might be in a metaphorical or non-literal sense, but it is not according to the documentation.
ASIC registration
Option 1
The Australian Securities and Investments Commission (ASIC) is the regulatory body in Australia that oversees business registration, including the registration of Ultimate Holding Companies (UHCs). The Australian Tax Office (ATO) is registered as a UHC, which means that the ATO, in some capacity, holds a controlling interest in one or more other companies.
This is unusual because the ATO is a government agency responsible for administering tax laws, not a commercial entity. However, there could be a few reasons for this:
Government-Owned Corporations: The ATO may be the ultimate holding company of one or more government-owned corporations. These entities carry out commercial activities but are owned by the government.
Administrative Reasons: There could be administrative or organisational reasons for the ATO to register as a UHC. For example, it might be part of a strategy to consolidate certain functions or services under the control of the ATO.
Legal or Regulatory Requirements: Legal or regulatory requirements could necessitate the ATO to register as a UHC. For example, it might be related to the governance of certain activities or entities.
Option 2
The Australian Tax Office (ATO) registering “Ultimate Holding Companies” as a business name doesn’t necessarily mean that the ATO has become an Ultimate Holding Company itself.
Business names are often registered for specific projects, initiatives, or services. In this case, the ATO may have registered the business name “Ultimate Holding Companies” for a particular purpose related to its role in administering tax laws and regulations.
For example, the ATO might plan to launch a new service or initiative related to Ultimate Holding Companies. This could involve providing information, resources, or services specifically for UHCs. Alternatively, it could be related to a new regulatory requirement or policy that involves UHCs.
However, it’s difficult to provide a precise explanation without more specific information. If you need a detailed understanding of why the ATO has registered this business name, the best course of action would be to contact the ATO for clarification directly.
This article is not written to be seen as financial or legal advice, and it is compiled by a member of ANCOP who is not a financial, legal or tax expert. It is written for curiosity and some educational purposes. With that in mind, ask yourself the following questions.
- Why was the AUSTRALIAN TAXATION OFFICE registered under the business name Ultimate Holding for all Company on the third of December 2022?
- Why are at least eleven other companies registered under the business name Ultimate Holding for all Company on the third of December 2022 along with the AUSTRALIAN TAXATION OFFICE?
- What type of entity is the Ultimate Holding for all Company that the AUSTRALIAN TAX OFFICE has a business name registered as?
- Who is the controlling interest and/or beneficiary and/or trustee of the entity called Ultimate Holding for all Company?
- Are any Australian taxpayer funds being transferred into or through the entity called Ultimate Holding for all Company?
- Are ALL taxpayer contributions IN THEIR ENTIRETY paid back into the Australian Treasury Department?
