Thrive Proptech Pty Ltd · Governance Charter v1.0 · company reference
Data as at 23 Sep 2026
Governance Charter
How the company and the trust are governed: roles, meetings, approval authority, capital calls and the loan agreements.
Four partners' capital, treated as other people's money.
Thrive's commitment to compliance, governance and financial control, written in the language the Australian market recognises: principles proportionate to the size of the company, declared in the if not, why not format and verified with evidence, not intent. This page is about the company; the deal's numbers live on The Deal and Cash.
Where we stand · 23 Sep
Traceability · works spend
BBB
54% documented (N3) by value.
Traceability · whole account
AA
Ledger reconciled entry by entry, 98 entries.
Spend with no destination
$140
0.26% of the account — one withdrawal of 31 Jul.
Target: AAA before the first close with Grow
Part 1 · Manifesto
Eight commitments. Each becomes a verifiable rule further down.
Money has an owner and a trail.Every dollar enters and leaves through the Trust account, with a counterparty, a purpose and a document. What has no trail did not happen for the books — and becomes someone's problem.
The trustee signs, not the partner.Contracts, quotes and invoices in the name of ThriveCo One Pty Ltd ATF Thrive One Trust. A partner personally is never a supplier's counterparty.
Evidence before payment.A dated photo, the Form or CoTC and the reconciliation to the WBS come before the milestone is paid. Paying first and chasing the evidence later inverts the control.
One budget, one ledger.The approved budget (BZ) and the projected EAC side by side, on the same reconciled bank statement as the base. A parallel spreadsheet is a quotes tab, not a source of truth.
Equal partner, equal rule.Hard money one quarter each, calls equalised to the same target, recorded in the loan agreements. Whoever advances money, advances it in writing.
Decision written the same day.Every meeting decision becomes five lines in the minutes and in the group the same day: what we decided, who does it, the number that changed, the open question, the next gate.
Licensed, insured, declared.Residential work over $3,300 is work for a QBCC-licensed trade. The insurer knows about the renovation. The buyer will audit all of this in the B&P — we audit it first.
Conflicts are declared beforehand.A partner who also provides a service, refers a supplier or receives a fee declares it in the related-parties register before voting or paying.
Why this format · what Australia recognises in a young company
There is no mandatory code for a Pty Ltd of our size. There are four references that investors, accountants, banks and the ATO use as a yardstick — and that we apply proportionately.
| Reference | What it is | How Thrive uses it |
|---|---|---|
| ASX Corporate Governance Principles8 principles · 4th edition; 5th in consultation (Jul 2026) | The listed-company standard, with the if not, why not mechanism: adopt the recommendation or explain why not. | Backbone of the governance statement (Part 2): the 8 principles adapted, with a status and a justification where we do not comply. |
| ATO — tax governance guide for privately owned groups7 tax-governance principles | The guide the ATO uses to assess private groups; the principle applies to everyone, in proportion to size and complexity. | Part 3: GST, TPAR, withholding on interest paid to the non-resident partner, lodgment calendar. |
| Corporations Act · ASICs286 financial records · directors' duties | Records that explain every transaction and allow financial statements to be prepared and audited, kept for 7 years; minutes and resolutions. | Part 4: reconciled ledger, evidence per entry, standard folder, five-line minutes. |
| QBCC · Queenslandlicence and Home Warranty Scheme | Residential work over $3,300 requires a licensed contractor and warranty insurance (cover of 6 years and 6 months, capped at $200k). | Red lines and the sale dossier (P15): what the buyer will ask about every job done. |
Part 2 · Governance statement — if not, why not
The 8 ASX principles, translated for a company of four partners with one Trust per asset. Honest status as at 23 Sep 2026; every red has an owner and a date in the roadmap.
| Principle (ASX) | How it applies to Thrive | Status | If not, why not — and what we do |
|---|---|---|---|
| 1 · Foundations of management and oversight | Clear roles between the ManCo (Thrive Proptech), the trustee (ThriveCo One) and the four partner-lenders. | No | No Management Agreement Trust ↔ ManCo: the 20% performance fee and the ManCo's $11,500 advance have no contract. Draft by Call 2. |
| 2 · Effective decision-making structure | Weekly committee of the four partners; Rei is the trustee's sole director — the committee is the counterweight. | Partial | The meeting happens, but the minutes are loose and September has no record. Adopted 23 Sep: five lines in the Doc and in the group the same day. |
| 3 · Acting lawfully, ethically and responsibly | Counterparty always the trustee; licensed trades; insurer informed. | No | Quotes from Hamilton, JW and Apex in a partner's name; the policy covers licensed trades only and was not told about the renovation. Supplier intake rule + notice to Allianz. |
| 4 · Integrity of reporting | Bank statement reconciled entry by entry; evidence level N0–N3 per expense. | Partial | Ledger reconciled since 23 Sep (98 entries, balance agrees); works spend at BBB — 54% documented. Target AAA. |
| 5 · Timely and balanced disclosure | Monthly report to the four lenders: budget vs EAC, budget cover, contributions, traceability rating. | Partial | Budget and account exist as pages; the monthly report with a fixed date (the 10th) is missing. |
| 6 · Rights of those who fund us | Investor loans C3a–C3d on equal terms, commitment limit $185k, equalised calls. | No | Contracts at draft v3; $408.5k contributed with no signed instrument. RPC opinion (FATA/AFAD) and signature by the four together. |
| 7 · Recognising and managing risk | Reno OS: gates with a kill criterion, 2.0× ratio, decision register. | Partial | The framework exists; legal risks with deadlines (PSC 8 Oct, granny-flat BA, GST) still lack a single owner. Risk register in the master plan. |
| 8 · Fair and responsible remuneration | Fees of the ManCo and of partners who provide services, in writing and approved by the four. | No | Rei's PM fee requested on 7 Jul and never formalised. Goes into the Management Agreement. |
Part 3 · Tax governance — the ATO's 7 principles
For a group of our size the ATO expects the same reasoning as the large ones, at scale: know who is accountable, recognise the risk, seek advice at the right time.
| ATO principle | At Thrive | Status |
|---|---|---|
| Accountable management and oversight | A named tax owner per entity (ManCo, trustee, Trust); Grow as tax agent, with a written scope. | Partial |
| Recognise tax issues and risks | Three open questions: (1) GST — selling a substantially renovated property may make the sale taxable and require registration; (2) TPAR — mandatory if the activity is predominantly building and construction; (3) revenue (profit-making) vs capital on the sale. | No |
| Seek advice when needed | Threshold: any matter above $10k of impact, or involving the non-resident partner, goes to Grow or to RPC in writing. | No |
| Integrity in records | Tax invoice for every purchase above $82.50; records kept 5 years (ATO) and 7 years (ASIC). | Partial |
| Professional relationship with the ATO | All communication through the tax agent; no partner answers the ATO alone. | To define |
| Lodgments and payments on time | Regulatory calendar below, with an owner and an alert 10 days ahead. | Partial |
| Ethical and responsible behaviour | No cash, no off-the-books payments, no aggressive schemes. Interest to the non-resident lender with the correct withholding. | Partial |
The GST question was raised by the accountant on 30 Jan and by Jean on 3 Aug and still has no written answer. It is the largest open tax risk: it decides whether the sale carries GST and whether the credits on purchases are recoverable.
Part 4 · Finance & audit guidance
The rules G1–G6 the partners have already approved, now with the required level of evidence and the rating scale. The live figures are on Cash.
G1 · Single account
Everything through the Trust account
- the CBA trust account is the Trust's only operating account.
- Personal spend only with an invoice in the trustee's name and reimbursement the same week.
- No cash. If unavoidable: a receipt with name, ABN and description the same day, posted in the group.
G2 · Approval authority
Who approves what
- Up to $1,000: any partner, notifying the group.
- $1,000–5,000: two partners.
- Above $5,000 or 10% of the package: the four, at the gate.
G3 · Supplier
Supplier intake
- Quote in the trustee's name, with ABN and, for building work, a QBCC licence.
- Two quotes above $5,000; written contract above $10,000.
- Residential work above $3,300: licensed, with Home Warranty.
G4 · Evidence
Before payment
- Dated photo of the work + Form/CoTC where applicable.
- Reconciliation to the WBS (package and milestone).
- Invoice attached in the ledger before marking "checked".
G5 · One budget, one ledger
One source of truth
- Approved budget (BZ) vs EAC, budget cover weekly.
- Bank statement classified every Monday in the account ledger.
- Rei's spreadsheet = the quotes and physical-execution tab.
G6 · Calls
Equalised capital
- Monthly call on the 1st, sized by the following month.
- Each partner pays up to the common target; timing is compensated by the loans' 6%.
- Advances between entities (ManCo ↔ Trust) only with a written record.
Evidence levels per expense
N3 · Documented
Tax invoice, contract or a referenceable contractual debit.
N2 · Traced
Counterparty identified and purpose clear, no tax invoice filed.
N1 · Explained
Indirect evidence only: chat, audio, spreadsheet. Cash or a private individual.
N0 · No destination
No evidence. Reimbursed to the account, or the destination is found.
| Rating | No destination (by value) | Documented N3 (by value) | Reading |
|---|---|---|---|
| AAA | 0% | ≥ 95% | Ready for an external audit, a new investor's due diligence and the ATO. |
| AA | ≤ 0.25% | ≥ 85% | Closes with the accountant without significant rework. |
| A | ≤ 1% | ≥ 70% | Acceptable for partners; fragile for third parties. |
| BBB | ≤ 2% | ≥ 50% | Traceable, but without the paper. Where we are on works spend. |
Red lines — no exceptions
- Cash withdrawal to pay a supplier.
- Contract, quote or invoice in a partner's personal name.
- Residential work above $3,300 by anyone without a QBCC licence.
- Partner money coming in or going out without a loan agreement or an advance record.
- Payment to a related party without prior declaration in the conflicts register.
- New works or a change of scope without Pepper's written consent where the contract requires it.
Mandatory registers
- Account ledger with evidence per entry.
- Register of contributions and advances per partner.
- Related-parties and conflicts register.
- Decision register (D-numbers) and five-line minutes.
Retention
- Financial records: 7 years (Corporations Act).
- GST and tax records: 5 years from the transaction (ATO).
- Standard Drive folder per deal; digital copy of every invoice.
Audit
- Internal, monthly: traceability rating and reconciliation.
- Accountant: quarterly review and annual close.
- Pre-sale: sale dossier (P15) with Forms, CoTC and warranties.
Part 5 · Closing cycle
Fixed rhythm, fixed owner. Who does what goes into the five-line minutes of the gate.
Every Monday
The week's ledger
- New bank statement imported and reconciled.
- Every outgoing with an evidence level.
- N0 and N1 chased in the group, by name.
The 1st
Call of the month
- Common target per partner, with sources and uses — see Cash.
- Five business days' notice (ten for the international lender).
The 5th
Pack for the accountant
- Bank statement, ledger in CSV, the month's invoices.
- List of open evidence items.
The 10th
Report to the lenders
- Budget vs EAC, budget cover, contributions, rating.
- Risks with deadlines and the month's decisions.
Part 6 · Regulatory calendar
Dates to confirm with the accountant; what depends on classification is flagged.
| When | Obligation | Entity | Owner | Note |
|---|---|---|---|---|
| Wed 8 Oct 2026 | Pool safety certificate (post-settlement deadline) | Trust 01 | Rod | Plan A: temporary fence + inspector · Form 23 — Compliance |
| Annual · review date | ASIC annual review + solvency resolution | ManCo · ThriveCo One | Rei | Within 2 months of the review date |
| Quarterly / monthly | BAS | Trust 01 | Accountant | If registered for GST |
| 30 Jun 2027 | End of financial year | All | Accountant | Close, Trust distribution, tax returns |
| 28 Aug 2027 | TPAR — payments to building contractors | Trust 01 | Accountant | If the activity is predominantly construction |
| Each interest payment | Withholding on interest to the non-resident lender | Trust 01 | Accountant | Depends on C3d being signed |
Part 7 · 30 days to AAA — the company horizon
This is the company's 30-day plan for traceability and governance, not the deal's program — for the works and the compliance clocks see 30 Days.
| Action | Effect | Owner | By |
|---|---|---|---|
| Find the $140 withdrawal (31 Jul) or reimburse it to the account | Zeroes "no destination" | Holder of card xx1799 | 30 Sep |
| Javier's invoices ($11,050) in the trustee's name | Documented 54% → 75% · rating A | Rei | 7 Oct |
| Invoices from Roof Painting, BSC & Co; receipts from Ned and Jorge | → ~89% · rating AA | Rei · Jean | 14 Oct |
| Online receipts (Swan, Tile Collective, Alibaba, eBay, Bunnings…) and confirmation of the $250 to Rei | → AAA | Whoever bought | 14 Oct |
| Written opinion from Grow: GST, TPAR, revenue vs capital | Closes tax risk no. 1 | Marcos → Grow | G5 + 2 weeks |
| Management Agreement Trust ↔ ManCo (fee, advance, Rei's PM fee) | Principles 1 and 8 | Marcos · Jean | Call 2 · 1 Nov |
| Sign C3a–C3d together | Principle 6 | 4 partners | After the RPC opinion |
| Notify Allianz of the renovation and confirm cover | Principle 3 | Rei | 30 Sep |
Thrive Governance Charter v1.0 · 23 Sep 2026 · reviewed every quarter, or when Thrive opens a second Trust or takes its first external investor.
Sources: ASX Corporate Governance Principles · ATO — tax governance for privately owned groups · ASIC — company record keeping · ATO — GST records · ATO — TPAR · ATO — renovating properties · QBCC — home warranty.
This document organises good practice; it does not replace advice from the accountant (Grow) or from legal counsel (RPC Law).