James Creevy and Mitchell Harding, current as of: 29 July 2026.
Every Australian company that is a subsidiary of another body corporate has a legal obligation to identify and notify ASIC of its ultimate holding company (UHC). It sounds simple, but in practice this question trips up experienced advisors where trusts, trustee companies, or foreign parents sit in the ownership chain.
This article sets out the current legal test, works through the two scenarios advisors ask about most often, and flags the transparency reforms on the horizon that will shape how this area is reported in the years ahead.
Section 9 of the Corporations Act 2001 (Cth) (the “Act”) defines an ultimate holding company as a body corporate that:
To determine the UHC, keep tracing ownership upward until the entity is reached that is at the very top of the chain that no other company controls.
Whether one company is a “subsidiary” of another is governed by Section 46 of the Act. A company is a subsidiary of another body corporate if that other entity:
Any one of these three tests in Section 46 is enough to establish control.
Importantly, “body corporate” under Section 9 is defined broadly and is not limited to Australian companies. Crucially, Foreign incorporated entities are captured and this means that the tracing exercise does not stop at the border. Instead, if a company’s parent is based overseas, you keep tracing through that foreign parent company, and its parent company, and so on, until you reach a body corporate that isn’t controlled by another company, or until ownership passes to individuals, partnerships, or another non-corporate structure.
A common structural question arises where Company A is wholly owned by Company B, and Company B’s own shareholders are trustee companies acting for various trusts, is Company B the UHC of Company A?
The answer turns on Section 48(2) of the Act, sometimes called the fiduciary exception. This section specifically applies to determining whether a body corporate is a subsidiary of another body corporate and provides that shares held, or voting power exercised, by a company acting in a fiduciary capacity (such as a trustee company holding shares on trust) are treated as not held or exercisable by that company for the purpose of working out whether another company is its subsidiary.
Practically speaking, this means a trustee company’s shareholding in Company B doesn’t count for subsidiary purposes. So if Company B’s shareholders are genuinely acting as trustees, Company B is generally treated as having no corporate parent. Therefore Company B, not the trustee companies above it, is the UHC of Company A.
This only holds if the trustee is acting in a genuine fiduciary capacity. If instead a single trustee company both holds the shares and independently controls the board of Company B (for example, through a separate director-appointment right that isn’t itself a fiduciary power), that control can still make the trustee company the UHC because the exception applies to the shareholding, not to every possible avenue of control.
If Company A is Australian and Company B (its parent) is incorporated overseas, is Company B automatically the UHC? Not necessarily – and this is where many stop too early.
Because Section 9 defines “body corporate” without reference to jurisdiction, the tracing obligation continues through Company B and up through any of its corporate shareholders, regardless of where they’re incorporated. You keep climbing the chain until you find:
The involvement of a foreign company does not create a shortcut to stop at that company because the correct UHC could be several layers further up an international group structure, and getting it wrong creates a reporting gap with ASIC.
Looking ahead, significant legislative changes are reshaping how corporate ownership is tracked and reported. Most notably for unlisted structures, the Federal Government has committed to a public, centralized, Commonwealth-operated beneficial ownership register integrated directly with ASIC. This infrastructure is supported by the Treasury Laws Amendment (Business Registries Stabilisation and Uplift) Act 2026 (Cth), which secures platform funding and links Director Identification Numbers directly to the ASIC Companies Register starting July 1, 2027.
When final policy deployment commences following consultations in 2027, practitioners will likely face three primary look-through compliance layers:
| The 25% Threshold | Identification is mandatory for any natural person who directly or indirectly holding 25% or more of an unlisted entity’s shares or voting rights, board appointment rights or who exercises significant influence or control. |
| The Look-Through Mandate | Tracing cannot stop at corporate shareholders. Advisors will have to trace vertically through intermediate companies, discretionary/fixed trusts, and partnerships to identify the underlying individuals. |
| Verification and Reporting | The framework enforces a dual burden under the Corporations Act 2001 (Cth): companies must actively verify beneficial ownership data before lodging, and ultimate owners are legally required to self-identify to those companies. |
While determining an Ultimate Holding Company (UHC) under current rules remains a strict exercise in tracing corporate structures under Sections 9 and 46, the incoming transparency reforms signal a deeper statutory shift toward absolute economic visibility. Advisors can no longer view UHC reporting as an isolated, administrative disclosure. Getting the current tracing analysis wrong, whether by stopping prematurely at a foreign parent or misapplying the Section 48(2) fiduciary exception to a corporate trustee, creates an immediate reporting gap with ASIC that will become dangerously exposed under the proposed look-through regime. As the regulatory landscape transitions toward a fully verified, public registry model, maintaining meticulous and accurate corporate ownership records is no longer just good practice; it is a critical regulatory shield for clients.
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