1218.0 - Standard Economic Sector Classifications of Australia (SESCA), 2008 (Version 1.1)  
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Contents >> Classifications >> Type of Legal Organisation (TOLO) Classification

TYPE OF LEGAL ORGANISATION (TOLO) CLASSIFICATION

INTRODUCTION

The Type of Legal Organisation (TOLO) classification is used to classify institutional units according to the type of legal organisation that best describes their structure. For the purposes of TOLO, notional institutional units are classified to the same category as their parent institutional unit.

There are three types of legal organisations:

  • Incorporated private sector entities;
  • Unincorporated private sector entities; and
  • Public sector entities.

TOLO is a two level hierarchical classification. The 1-digit numeric code relates to the group level, which provides a broad level breakdown of legal organisations, and the 2-digit code denotes the class, which provides a more detailed breakdown of legal organisations.
    1 Incorporated Private Sector Entities
      11 Proprietary Companies
      12 Public Companies
      13 Other Incorporated Entities
    2 Unincorporated Private Sector Entities
      21 Sole Proprietorship
      22 Family Partnerships
      23 Other Partnerships
      24 Trusts Regarded as Corporations
      25 Other Trusts
      26 Other Unincorporated Entities
    3 Public Sector Entities
      31 Government Companies
      32 Other Government Entities
      33 Foreign Government Entities

A table showing correspondences between the current and previous TOLO classifications is included in data cube (available from the downloads tab). The remainder of this chapter discusses the composition of each of the TOLO Groups and Classes.

Group 1 – INCORPORATED PRIVATE SECTOR ENTITIES

This group comprises all private sector entities which have a separate legal identity from their members (i.e. shareholders). They may be incorporated through the Corporations Act or other government legislation.

CLASS 11 – PROPRIETARY COMPANIES

This class consists of entities, incorporated through the Corporations Act, as proprietary companies (defined under section 45A (1) of the Corporations Act 2001). These companies have restrictions on how they may operate, for example they are not permitted to have more than 50 shareholders or offer its shares to the public.

Under the Corporations Act there are two types of proprietary companies: those limited by shares and those with unlimited liability.

Proprietary Limited companies must have at least one non-employee shareholder and must not have more than 50 non-employee shareholders. The liability of shareholders is limited to amounts unpaid on shares held by them. These companies must use Limited at the end of their name and are known as Proprietary Limited companies.

Alternatively, shareholder liability may be unlimited. These companies are known as Proprietary companies and must use Proprietary or Pty at the end of their name.

Includes
  • Proprietary companies
  • Proprietary Limited companies
Exclusions/References
  • Public sector companies are included in Class 31 Government Companies

CLASS 12 – PUBLIC COMPANIES

This class consists of entities incorporated through the Corporations Act which are:
  • Limited by shares
  • Limited by guarantee
  • No liability

The liability of shareholders of companies limited by shares is limited to amounts unpaid on their shares. The liability of members of companies limited by guarantee is limited to the amounts that they undertake to contribute in the event of the company being wound up. Many NPIs are incorporated as public companies limited by guarantee.

The activities of 'No liability' companies are restricted to those directly involved in mining and are not entitled to calls on the unpaid price of its shares.

Also included are companies which are incorporated through state or territory legislation that are listed in prescribed financial markets such as the Australian Stock Exchange.

Includes
  • Companies limited by guarantee
  • Companies limited by shares
  • No liability companies

Exclusions/References
  • Government controlled companies are included in Class 31 Government Companies

CLASS 13 – OTHER INCORPORATED ENTITIES

This class consists of entities which are incorporated through means other than the Corporations Act such as state or territory associations' acts or the Commonwealth's Corporations (Aboriginal and Torres Strait Islander) Act 2006. These entities have a legal identity separate from their members or shareholders.

Also included here are Australian branches of corporations registered overseas.

Includes
  • Associations incorporated through state or territory legislation
  • Australian branches of corporations registered overseas
  • Cooperatives incorporated through state or territory legislation
  • Incorporated Limited partnerships
  • Indigenous corporations
  • Strata title bodies corporate incorporated through state or territory legislation

Exclusions/References
  • Companies created through state or territory legislation that are listed in prescribed financial markets such as the Australian Stock Exchange are included in Class 12 Public Companies

Group 2 – UNINCORPORATED PRIVATE SECTOR ENTITIES

CLASS 21 – SOLE PROPRIETORSHIP

This class consists of single owner entities which do not operate through an incorporated entity. The owner of the business is personally responsible for all business decisions and liabilities.

Includes
  • Sole proprietorships

CLASS 22 – FAMILY PARTNERSHIPS

This class consists of partnerships formed by members of the same family who enter into a formal agreement to conduct business. As with sole proprietorships the partners are personally responsible for business decisions and liabilities.

Includes
  • Family partnerships

CLASS 23 – OTHER PARTNERSHIPS

This class consists of partnerships comprised of individuals who enter into a formal agreement to conduct business. Membership is not confined to members of the same family. The partners may be companies, government departments or individuals. Partners operate under their own names and are responsible for business decisions and liabilities.

Includes
  • Public private partnerships
  • Partnerships not involving family members
  • Partnerships of companies

Exclusions/References
  • Unincorporated joint ventures are not recognised as separate institutional units

CLASS 24 – TRUSTS REGARDED AS CORPORATIONS

This class consists of all trusts which behave as corporations. A trust is a legal arrangement whereby a trustee manages an asset on behalf of the beneficiaries of the trust. This may include overseeing business activity on behalf of the beneficiaries. The terms of the arrangements are set out in the trust deed. Units in this class are all regarded as notional institutional units and are classified to the Corporations sectors in SISCA.

Includes
  • Corporate unit trusts
  • Superannuation funds
  • Trading trusts

Exclusions/References
  • Superannuation accounts not constituted as separate institutional units are not recognised in TOLO.

CLASS 25 – OTHER TRUSTS

This class consists of all trusts, other than those regarded as corporations. A trust is a legal arrangement whereby a trustee manages an asset on behalf of the beneficiaries of the trust. The terms of the arrangements are set out in the trust deed.

Includes
  • Family trusts
  • Service trusts
  • Management trusts

Exclusions/References
  • Unit trusts and corporate unit trusts are included in Class 24 Trusts Regarded as Corporations
  • Superannuation funds are included in Class 24 Trusts Regarded as Corporations

CLASS 26 – OTHER UNINCORPORATED BUSINESSES

This class consists of unincorporated entities other than sole proprietors, partnerships and trusts. Examples of other unincorporated entities are sporting or social clubs. Legally these do not have a separate identity from their owners.

Includes
  • Unincorporated associations
  • Unincorporated clubs

Exclusions/References
  • Incorporated associations and clubs are included in Class 13 Other Incorporated Entities
  • Incorporated cooperatives are included in Class 13 Other Incorporated Entities

Group 3 – PUBLIC SECTOR ENTITIES

CLASS 31 – GOVERNMENT COMPANIES

This class consists of government units (as defined in 'Unit of Classification') which are created as bodies corporate through the Corporations Act in Australia or through other legislation.

Includes
  • Government controlled companies created by legislation
  • Government controlled Corporations Act companies

Exclusions/References
  • Government departments are included in Class 32 Other Government Entities
  • Legislature units are included in Class 32 Other Government Entities
  • Courts are included in Class 32 Other Government Entities
  • Local governments are included in Class 32 Other Government Entities
  • Statutory authorities are included in Class 32 Other Government Entities
  • Marketing boards are included in Class 32 Other Government Entities

CLASS 32 – OTHER GOVERNMENT ENTITIES

This class consists of all government units (as defined in 'Unit of Classification') except those that are created as bodies corporate.

Includes
  • Courts
  • Government departments
  • Legislature
  • Local governments
  • Marketing boards
  • Statutory authorities

Exclusions/References
  • Government controlled Corporations Act companies are included in Class 31 Government Companies; and
  • Government controlled companies created by legislation are included in Class 31 Government Companies.

CLASS 33 – FOREIGN GOVERNMENT ENTITIES

This class consists of foreign government entities which operate in Australia.

Includes
  • Embassies of foreign governments in Australia

Exclusions/References
  • Australian embassies operating overseas are included in Class 32 Other Government Entities.


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