Corporations Act 2001 Act No. 50 of 2001 as amended This compilation was prepared on 16 July 2008 taking into account amendments up to Act No. 73 of 2008 Volume 5 includes: Table of Contents Chapters 9 and 10 (ss. 1274 - 1483) Schedules 3 and 4 Note 1 Table of Acts Act Notes Table of Amendments Note 2 Table A The text of any of those amendments not in force on that date is appended in the Notes section The operation of amendments that have been incorporated may be affected by application provisions that are set out in the Notes section Contents Chapter 9-Miscellaneous 1 Part 9.1-Registers and registration of documents 1 1274 Registers 1 1274AA Register of disqualified company directors and other officers 6 1274A Obtaining information from certain registers 7 1274B Use, in court proceedings, of information from ASIC's national database 8 1274C ASIC certificate 8 1275 Relodging of lost registered documents 8 Part 9.2-Registration of auditors and liquidators 10 Division 1-Interpretation 10 1276 Definitions 10 Division 2-Registration 11 1279 Application for registration as auditor or liquidator 11 1280 Registration of auditors 11 1280A Approval of auditing competency standard 13 1281 Auditor-General taken to be registered as auditor 13 1282 Registration of liquidators 14 1283 Registration of official liquidators 16 1284 Insurance to be maintained by liquidators 16 1285 Register of Auditors 17 1286 Registers of Liquidators and Official Liquidators 17 1287 Notification of certain matters 19 1287A Annual statements by registered company auditors 20 1288 Annual statements by registered liquidators 20 1289 Auditors and other persons to enjoy qualified privilege in certain circumstances 21 Division 2A-Conditions on registration of auditors 24 1289A ASIC may impose conditions on registration 24 Division 3-Cancellation or suspension of registration 25 1290 Cancellation at request of registered person 25 1290A Cancellation on certain grounds 25 1291 Official liquidators 26 1292 Powers of Board in relation to auditors and liquidators 26 1294 Board to give opportunity for hearing etc. 30 1294A Pre-hearing conference 31 1295 Board may remove suspension 31 1296 Notice of Board's decision 32 1297 Time when Board's decision comes into effect 33 1298 Effect of suspension 34 1298A Transfer of books 34 Part 9.2A-Authorised audit companies 36 Division 1-Registration 36 1299A Application for registration as authorised audit company 36 1299B Eligibility for registration as an authorised audit company 36 1299C Registration as authorised audit company 37 1299D Registration may be subject to conditions 37 1299E Register of authorised audit companies 38 1299F Notification of certain matters 38 1299G Annual statements by authorised audit company 39 Division 2-Cancellation or suspension of registration 41 1299H Cancellation at request of registered person 41 1299I Cancellation or suspension in other cases 41 1299J Notice of cancellation or suspension 41 1299K Time when ASIC's decision comes into effect 41 1299L Effect of suspension 42 1299M Effect of cancellation 42 Part 9.3-Books 43 1300 Inspection of books 43 1301 Location of books on computers 43 1302 Location of registers 45 1303 Court may compel compliance 46 1304 Translations of instruments 46 1305 Admissibility of books in evidence 46 1306 Form and evidentiary value of books 46 1307 Falsification of books 47 Part 9.4-Offences 49 Division 1A-Application of the Criminal Code 49 1308A Application of Criminal Code 49 Division 1-Specific offences 50 1308 False or misleading statements 50 1309 False information etc. 52 1310 Obstructing or hindering ASIC etc. 54 Division 2-Offences generally 55 1311 General penalty provisions 55 1312 Penalties for bodies corporate 56 1313 Penalty notices 56 1313A Offences committed partly in and partly out of the jurisdiction 60 1314 Continuing offences 60 1315 Proceedings: how taken 63 1316 Time for instituting criminal proceedings 64 1316A Privilege against self-incrimination not available to bodies corporate in Corporations Act criminal proceedings 64 1317 Certain persons to assist in prosecutions 65 Part 9.4AAA-Protection for whistleblowers 66 1317AA Disclosures qualifying for protection under this Part 66 1317AB Disclosure that qualifies for protection not actionable etc. 67 1317AC Victimisation prohibited 68 1317AD Right to compensation 69 1317AE Confidentiality requirements for company, company officers and employees and auditors 69 Part 9.4A-Review by Administrative Appeals Tribunal of certain decisions 71 1317A Definitions 71 1317B Applications for review 71 1317C Excluded decisions 71 1317D Notice of reviewable decision and review rights 72 Part 9.4AA-Infringement notices for alleged contraventions of continuous disclosure provisions 74 1317DAADefinitions 74 1317DABPurpose and effect of this Part 75 1317DACIssue of infringement notice 76 1317DADStatement of reasons must be given 77 1317DAEMatters to be included in infringement notice 78 1317DAFEffect of issue and compliance with infringement notice 80 1317DAGEffect of failure to comply with infringement notice 82 1317DAHCompliance period for infringement notice 85 1317DAI Withdrawal of infringement notice 85 1317DAJPublication in relation to infringement notices 86 Part 9.4B-Civil consequences of contravening civil penalty provisions 89 1317DA Definitions 89 1317E Declarations of contravention 89 1317F Declaration of contravention is conclusive evidence 90 1317G Pecuniary penalty orders 90 1317H Compensation orders-corporation/scheme civil penalty provisions 91 1317HA Compensation orders-financial services civil penalty provisions 92 1317J Who may apply for a declaration or order 93 1317K Time limit for application for a declaration or order 94 1317L Civil evidence and procedure rules for declarations of contravention and civil penalty orders 94 1317M Civil proceedings after criminal proceedings 94 1317N Criminal proceedings during civil proceedings 95 1317P Criminal proceedings after civil proceedings 95 1317Q Evidence given in proceedings for penalty not admissible in criminal proceedings 96 1317R ASIC requiring person to assist 96 1317S Relief from liability for contravention of civil penalty provision 97 Part 9.5-Powers of Courts 99 1318 Power to grant relief 99 1319 Power of Court to give directions with respect to meetings ordered by the Court 100 1321 Appeals from decisions of receivers, liquidators etc. 100 1322 Irregularities 101 1323 Power of Court to prohibit payment or transfer of money, financial products or other property 103 1324 Injunctions 106 1324A Provisions relating to prosecutions 109 1324B Order to disclose information or publish advertisements 109 1325 Other orders 109 1325A Orders if contravention of Chapter 6, 6A, 6B or 6C 111 1325B Court may order bidder to make offers 112 1325C Unfair or unconscionable agreements, payments or benefits 113 1325D Contravention due to inadvertence etc. 114 1325E Orders to secure compliance 115 1326 Effect of sections 1323, 1324 and 1325 115 1327 Power of Court to punish for contempt of Court 115 Part 9.6-Proceedings 116 1330 ASIC's power to intervene in proceedings 116 1331 Civil proceedings not to be stayed 116 1332 Standard of proof 116 1333 Evidence of contravention 117 1335 Costs 117 1336 Vesting of property 118 Part 9.6A-Jurisdiction and procedure of Courts 119 Division 1-Civil jurisdiction 119 Subdivision A-Preliminary 119 1337A Operation of Division 119 Subdivision B-Conferral of jurisdiction 120 1337B Jurisdiction of Federal Court and State and Territory Supreme Courts 120 1337C Jurisdiction of Family Court and State Family Courts 121 1337D Jurisdiction of courts (decisions to prosecute and related criminal justice process decisions made by Commonwealth officers) 121 1337E Jurisdiction of lower courts 123 1337F Appeals 123 1337G Courts to act in aid of each other 124 Subdivision C-Transfer of proceedings 124 1337H Transfer of proceedings by the Federal Court and State and Territory Supreme Courts 124 1337J Transfer of proceedings by Family Court and State Family Courts 126 1337K Transfer of proceedings in lower courts 128 1337L Further matters for a court to consider when deciding whether to transfer a proceeding 129 1337M Transfer may be made at any stage 129 1337N Transfer of documents 130 1337P Conduct of proceedings 130 1337Q Rights of appearance 131 1337R Limitation on appeals 131 Subdivision D-Rules of court 131 1337S Rules of the Federal Court 131 1337T Rules of the Supreme Court 132 1337U Rules of the Family Court 133 Division 2-Criminal jurisdiction 134 1338A Operation of Division 134 1338B Jurisdiction of courts 134 1338C Laws to be applied 136 Part 9.7-Unclaimed property 138 1339 ASIC to deal with unclaimed property 138 1340 No liability to pay calls on shares etc. 138 1341 Entitlement to unclaimed property 138 1342 Commonwealth or ASIC not liable for loss or damage 139 1343 Disposal of securities if whereabouts of holder unknown 139 1343A Disposal of interests in registered scheme if whereabouts of member unknown 140 Part 9.9-Miscellaneous 141 1344 Use of ABN 141 1345A Minister may delegate prescribed functions and powers under this Act 141 1346 Non-application of rule against perpetuities to certain schemes 141 1348 Operation of Life Insurance Act 142 1349 Privilege against exposure to penalty-disqualification etc. 142 1350 Compensation for compulsory acquisition 145 Part 9.10-Fees imposed by the Corporations (Fees) Act 2001 and the Corporations (Review Fees) Act 2003 146 1351 Fees are payable to the Commonwealth 146 1354 Lodgment of document without payment of fee 147 1355 Doing act without payment of fee 147 1356 Effect of sections 1354 and 1355 147 1359 Waiver and refund of fees 147 1360 Debts due to the Commonwealth 148 1362 Payment of fee does not give right to inspect or search 148 Part 9.12-Regulations 149 1363 Definitions 149 1364 Power to make regulations 149 1365 Scope of particular regulations 151 1366 Verifying or certifying documents 151 1367 Documents lodged by an agent 151 1368 Exemptions from Chapter 6D or 7 152 1369 Penalty notices 152 1369A State termination of reference 153 Chapter 10-Transitional provisions 154 Part 10.1-Transition from the old corporations legislation 154 Division 1-Preliminary 154 1370 Object of Part 154 1371 Definitions 155 1372 Relationship of Part with State validation Acts 159 1373 References to things taken or deemed to be the case etc. 160 1374 Existence of several versions of old corporations legislation does not result in this Part operating to take same thing to be done several times under new corporations legislation etc. 161 1375 Penalty units in respect of pre-commencement conduct remain at $100 162 1376 Ceasing to be a referring State does not affect previous operation of this Part 162 Division 2-Carrying over registration of companies 163 1377 Division has effect subject to Division 7 regulations 163 1378 Existing registered companies continue to be registered 163 Division 3-Carrying over the old Corporations Regulations 165 1379 Division has effect subject to Division 7 regulations 165 1380 Old Corporations Regulations continue to have effect 165 Division 4-Court proceedings and orders 166 1381 Division has effect subject to Division 7 regulations 166 1382 Definitions 166 1383 Treatment of court proceedings under or related to the old corporations legislation-proceedings other than federal corporations proceedings 168 1384 Treatment of court proceedings under or related to the old corporations legislation-federal corporations proceedings 170 1384A Appeals etc. in relation to some former federal corporations proceedings 172 1384B Effect of decisions and orders made in federal corporations proceedings before commencement 172 1385 References to proceedings and orders in the new corporations legislation 173 Division 5-Other specific transitional provisions 175 1386 Division has effect subject to Division 7 regulations 175 1387 Certain applications lapse on the commencement 175 1388 Carrying over the Partnerships and Associations Application Order 175 1389 Evidentiary certificates 175 1390 Preservation of nomination of body corporate as SEGC 176 1391 Preservation of identification of satisfactory records 176 1392 Retention of information obtained under old corporations legislation of non-referring State 176 1393 Transitional provisions relating to section 1351 fees 177 1394 Transitional provisions relating to securities exchange fidelity fund levies 177 1395 Transitional provisions relating to National Guarantee Fund levies 178 1396 Transitional provisions relating to futures organisation fidelity fund levies 179 Division 6-General transitional provisions relating to other things done etc. under the old corporations legislation 181 1397 Limitations on scope of this Division 181 1398 Provisions of this Division may have an overlapping effect 182 1399 Things done by etc. carried over provisions continue to have effect 182 1400 Creation of equivalent rights and liabilities to those that existed before the commencement under carried over provisions of the old corporations legislation 184 1401 Creation of equivalent rights and liabilities to those that existed before the commencement under repealed provisions of the old corporations legislation 185 1402 Old corporations legislation time limits etc. 186 1403 Preservation of significance etc. of events or circumstances 187 1404 References in the new corporations legislation generally include references to events, circumstances or things that happened or arose before the commencement 188 1405 References in the new corporations legislation to that legislation or the new ASIC legislation generally include references to corresponding provisions of the old corporations legislation or old ASIC legislation 189 1406 Carrying over references to corresponding previous laws 190 1407 References to old corporations legislation in instruments 191 1408 Old transitional provisions continue to have their effect 191 Division 7-Regulations dealing with transitional matters 195 1409 Regulations may deal with transitional matters 195 Part 10.2-Transitional provisions relating to the Financial Services Reform Act 2001 196 Division 1-Transitional provisions relating to the phasing-in of the new financial services regime 196 Subdivision A-Preliminary 196 1410 Definitions 196 Subdivision B-Treatment of existing markets 198 1411 When is a market being operated immediately before the FSR commencement? 198 1412 Treatment of proposed markets that have not started to operate by the FSR commencement 198 1413 Obligation of Minister to grant licences covering main existing markets 200 1414 Section 1413 markets-effect of licences and conditions 202 1415 Section 1413 markets-preservation of old Corporations Act provisions during transition period 205 1416 Section 1413 markets-powers for regulations to change how the old and new Corporations Act apply during the transition period 205 1417 Section 1413 markets-additional provisions relating to previously unregulated services 206 1418 Treatment of exempt stock markets and exempt futures markets (other than markets with no identifiable single operator) 207 1419 Treatment of exempt stock markets and exempt futures markets that do not have a single identifiable operator 209 1420 Treatment of stock markets of approved securities organisations 210 1421 Treatment of special stock markets for unquoted interests in a registered scheme 212 1422 Treatment of other markets that were not unauthorised 213 Subdivision C-Treatment of existing clearing and settlement facilities 214 1423 When is a clearing and settlement facility being operated immediately before the FSR commencement? 214 1424 Treatment of proposed clearing and settlement facilities that have not started to operate by the FSR commencement 214 1424A Treatment of unregulated clearing and settlement facilities operated by holders of old Corporations Act approvals 216 1425 Obligation of Minister to grant licences covering main existing facilities 217 1426 Section 1425 facilities-effect of licences and conditions 219 1427 Section 1425 facilities-powers for regulations to change how the old and new Corporations Act apply during the transition period 220 1428 Section 1425 facilities-additional provisions relating to previously unregulated services 221 1429 Treatment of other clearing and settlement facilities 222 Subdivision D-Treatment of people who carry on financial services businesses and their representatives 223 1430 Meaning of regulated principal, regulated activities and relevant old legislation 223 1431 Parts 7.6, 7.7 and 7.8 of the amended Corporations Act generally do not apply to a regulated principal during the transition period 226 1432 Continued application of relevant old legislation 228 1433 Streamlined licensing procedure for certain regulated principals 229 1434 Special licences for insurance multi-agents during first 2 years after FSR commencement 230 1435 Licensing decisions made within the first 2 years of the FSR commencement-regard may be had to conduct and experience of applicant or related body corporate that currently provides same or similar services 232 1436 Treatment of representatives-general 232 1436A Treatment of representatives-insurance agents 234 1437 Exemptions and modifications by ASIC 236 Subdivision E-Product disclosure requirements 237 1438 New product disclosure provisions do not apply to existing products during transition period 237 1439 Offences against new product disclosure provisions- additional element for prosecution to prove if conduct occurs after opting-in and before the end of the first 2 years 240 1440 Continued application of certain provisions of old disclosure regimes during transition period 241 1441 Certain persons who are not yet covered by Parts 7.6, 7.7 and 7.8 of the amended Corporations Act are required to comply with Part 7.9 obligations as if they were regulated persons 242 1442 Exemptions and modifications by ASIC 242 Subdivision F-Certain other product-related requirements 243 1442A Deferred application of hawking prohibition 243 1442B Deferred application of confirmation of transaction and cooling-off provisions etc. 244 Division 2-Other transitional provisions 246 1443 Definitions 246 1444 Regulations may deal with transitional, saving or application matters 247 1445 ASIC determinations may deal with transitional, saving or application matters 249 Part 10.3-Transitional provisions relating to the Corporations Legislation Amendment Act 2003 252 1446 Application of subparagraph 262(1)(g)(iii) 252 1447 Application of sections 601AB and 601PB 252 1448 Application of amendments made by Schedule 4 to the Corporations Legislation Amendment Act 2003 252 Part 10.4-Transitional provisions relating to the Financial Services Reform Amendment Act 2003 253 1449 Definition 253 1450 Application of Part 10.2 to Chapter 7 as amended by Schedule 2 to the amending Act 253 1451 Provisions relating to the scope of the amendments of Chapter 7 made by Schedule 2 254 1452 Amendments of section 1274 255 Part 10.5-Transitional provisions relating to the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004 256 1453 Definitions 256 1454 Audit reforms in Schedule 1 to the amending Act (auditing standards and audit working papers retention rules) 256 1455 Audit reforms in Schedule 1 to the amending Act (adoption of auditing standards made by accounting profession before commencement) 257 1456 Audit reforms in Schedule 1 to the amending Act (new competency standard provisions) 258 1457 Audit reforms in Schedule 1 to the amending Act (new annual statement requirements for auditors) 258 1458 Audit reforms in Schedule 1 to the amending Act (imposition of conditions on existing registration as company auditor) 258 1459 Audit reforms in Schedule 1 to the amending Act (application of items 62 and 63) 258 1460 Audit reforms in Schedule 1 to the amending Act (non-audit services disclosure) 259 1461 Audit reforms in Schedule 1 to the amending Act (auditor appointment) 259 1462 Audit reforms in Schedule 1 to the amending Act (auditor independence) 259 1463 Audit reforms in Schedule 1 to the amending Act (auditor rotation) 261 1464 Audit reforms in Schedule 1 to the amending Act (listed company AGMs) 261 1465 Schedule 2 to the amending Act (financial reporting) 261 1466A Schedule 2A to the amending Act (true and fair view) 262 1466 Schedule 3 to the amending Act (proportionate liability) 262 1467 Schedule 4 to the amending Act (enforcement) 262 1468 Schedule 5 to the amending Act (remuneration of directors and executives) 262 1469 Schedule 6 to the amending Act (continuous disclosure) 263 1470 Schedule 7 to the amending Act (disclosure rules) 263 1471 Schedule 8 to the amending Act (shareholder participation and information) 264 Part 10.8-Transitional provisions relating to the Corporations Amendment (Takeovers) Act 2007 265 1478 Application of amendments of the takeovers provisions 265 Part 10.9-Transitional provisions relating to the Corporations Amendment (Insolvency) Act 2007 266 1479 Definition 266 1480 Schedule 1 to the amending Act (improving outcomes for creditors) 266 1481 Schedule 2 to the amending Act (deterring corporate misconduct) 269 1482 Schedule 3 to the amending Act (improving regulation of insolvency practitioners) 269 1483 Schedule 4 to the amending Act (fine-tuning voluntary administration) 270 Schedule 3-Penalties 273 Schedule 4-Transfer of financial institutions and friendly societies 304 Part 1-Preliminary 304 1 Definitions 304 Part 2-Financial institutions that became companies 307 Division 1-Registration and its consequences 307 3 Background (registration of transferring financial institution as company) 307 4 Rules applied to transferring institution that was registered as a company under the transfer provisions 307 11 Transferring financial institution under external administration 308 Division 2-Membership 311 12 Institution that became a company limited by shares 311 13 Institution that became a company limited by guarantee 312 14 Institution becoming a company limited by shares and guarantee 313 15 Redeemable preference shares that were withdrawable shares 313 16 Liability of members on winding up 314 Division 3-Share capital 315 17 Share capital 315 18 Application of no par value rule 315 19 Calls on partly-paid shares 316 20 References in contracts and other documents to par value 316 Part 4-The transition period 318 25 ASIC may direct directors of a company to modify its constitution 318 27 When certain modifications of a company's constitution under an exemption or declaration take effect 319 Part 5-Demutualisations 321 29 Disclosure for proposed demutualisation 321 30 ASIC's exemption power 323 31 Coverage of disclosure statement 324 32 Registration of disclosure statement 324 33 Expert's report 326 34 Unconscionable conduct in relation to demutualisations 326 35 Orders the Court may make 327 Part 6-Continued application of fundraising provisions of the Friendly Societies Code 329 36 Friendly Societies Code to apply to offers of interests in benefit funds 329 Part 7-Transitional provisions 331 37 Unclaimed money 331 38 Modification by regulations 332 39 Regulations may deal with transitional, saving or application matters 333 Notes 335 Chapter 9-Miscellaneous Part 9.1-Registers and registration of documents 1274 Registers (1) ASIC must, subject to this Act, keep such registers as it considers necessary in such form as it thinks fit. (2) A person may: (a) inspect any document lodged with ASIC, not being: (iaa) a notice lodged under subsection 205D(3); or (i) an application under section 1279; or (ia) a document lodged under a provision of Chapter 7 (other than subsection 792C(1), section 1015B or section 1015D); or (ii) a document lodged under section 1287, 1287A or 1288; or (iii) a document lodged under paragraph 1296(2)(b); or (iv) a report made or lodged under section 422, 438D or 533; or (v) a document that has been destroyed or otherwise disposed of; or (b) require a certificate of the registration of a company or any other certificate authorised by this Act to be given by ASIC; or (c) require a copy of or extract from any document that the person is entitled to inspect pursuant to paragraph (a) or any certificate referred to in paragraph (b) to be given, or given and certified, by ASIC. (2A) For the purposes of subsections (2) and (5), a document given to ASIC by a market operator (whether or not pursuant to a provision of this Act) that contains information that the market operator has made available to participants in the market is taken to be a document lodged with ASIC. Note: For example, a document given to ASIC for the purposes of subsection 792C(1) will be covered by this subsection. (2B) For the purposes of subsections (2) and (5), information or a copy of a document that is not required to be lodged with ASIC because of section 601CDA or 601CTA is taken to be a document lodged with ASIC if an authority mentioned in the section has given the information or document to ASIC. (2C) For the purposes of subsections (2) and (5), information or a copy of a document that is taken to be lodged with ASIC because of paragraph 1200D(2)(b) or 1200G(10)(b) is taken to be a document lodged with ASIC if an authority mentioned in section 601CDA or 601CTA has given the information or document to ASIC. (2D) For the purposes of subsections (2) and (5), each of the following is taken to be a document lodged with ASIC if a copy has been given to ASIC by APRA: (a) benefit fund rules that have been approved by APRA under section 16L of the Life Insurance Act 1995; (b) an amendment of benefit fund rules that has been approved by APRA under section 16Q of the Life Insurance Act 1995; (c) consequential amendments of a company's constitution that have been approved by APRA under section 16U or 16V of the Life Insurance Act 1995. (3) If a reproduction or transparency of a document or certificate is produced for inspection, a person is not entitled pursuant to paragraph (2)(a) to require the production of the original of that document or certificate. (4) The reference in paragraph (2)(c) to a document or certificate includes, where a reproduction or transparency of that document or certificate has been incorporated with a register kept by ASIC, a reference to that reproduction or transparency and, where such a reproduction or transparency has been so incorporated, a person is not entitled pursuant to that paragraph to a copy of or extract from the original of that document or certificate. (4A) A person is not entitled under paragraph (2)(a) to require the production of the original of a document or certificate if ASIC keeps by means of a mechanical, electronic or other device a record of information set out in the document or certificate and: (a) ASIC produces to the person for inspection a writing that sets out what purports to be the contents of the document or certificate; or (b) ASIC causes to be displayed for the person what purports to be the contents of the document or certificate and, as at the time of the displaying, the person has not asked for the production of a writing of the kind referred to in paragraph (a). (4B) Where: (a) a person makes under paragraph (2)(c) a requirement that relates to a document or certificate; and (b) ASIC keeps by means of a mechanical, electronic or other device a record of information set out in the document or certificate; and (c) pursuant to that requirement, ASIC gives a writing or document that sets out what purports to be the contents of: (i) the whole of the document or certificate; or (ii) a part of the document or certificate; then, for the purposes of that paragraph, ASIC is taken to have given, pursuant to that requirement: (d) if subparagraph (c)(i) applies-a copy of the document or certificate; or (e) if subparagraph (c)(ii) applies-an extract from the document or certificate setting out that part of it. (4C) Where: (a) the requirement referred to in paragraph (4B)(a) includes a requirement that the copy or extract be certified; and (b) pursuant to that requirement, ASIC gives a writing or document as mentioned in paragraph (4B)(c); then: (c) ASIC may certify that the writing or document sets out the contents of the whole or part of the document or certificate, as the case requires; and (d) the writing or document is, in a proceeding in a court, admissible as prima facie evidence of the information contained in it. (5) A copy of or extract from any document lodged with ASIC, and certified by ASIC, is, in any proceeding, admissible in evidence as of equal validity with the original document. Note: See also subsection (2A) for when certain documents are taken to have been lodged with ASIC. (6) The reference in subsection (5) to a document includes, where a reproduction or transparency of that document has been incorporated with a register kept by ASIC, a reference to that reproduction or transparency. (7) In any proceeding: (a) a certificate by ASIC that, at a date or during a period specified in the certificate, no company was registered under this Act by a name specified in the certificate is to be received as prima facie evidence that at that date or during that period, as the case may be, no company was registered by that name under this Act; and (b) a certificate by ASIC that a requirement of this Act specified in the certificate: (i) had or had not been complied with at a date or within a period specified in the certificate; or (ii) had been complied with at a date specified in the certificate but not before that date; is to be received as prima facie evidence of matters specified in the certificate; and (c) a certificate by ASIC that, during a period specified in the certificate, a particular company was registered, or taken to be registered, under this Act is to be received as prima facie evidence that, during that period, that company was registered under this Act. (7A) A certificate issued by ASIC stating that a company has been registered under this Act is conclusive evidence that: (a) all requirements of this Act for its registration have been complied with; and (b) the company was duly registered as a company under this Act on the date specified in the certificate. (8) If ASIC is of opinion that a document submitted for lodgment: (a) contains matter contrary to law; or (b) contains matter that, in a material particular, is false or misleading in the form or context in which it is included; or (c) because of an omission or misdescription has not been duly completed; or (d) contravenes this Act; or (e) contains an error, alteration or erasure; ASIC may refuse to register or receive the document and may request: (f) that the document be appropriately amended or completed and resubmitted; or (g) that a fresh document be submitted in its place; or (h) where the document has not been duly completed, that a supplementary document in the prescribed form be lodged. (9) ASIC may require a person who submits a document for lodgment to produce to ASIC such other document, or to give to ASIC such information, as ASIC thinks necessary in order to form an opinion whether it may refuse to receive or register the first-mentioned document. (10) ASIC may, if in the opinion of ASIC it is no longer necessary or desirable to retain them, destroy or dispose of: (a) in relation to a body corporate: (i) any return of allotment of shares for cash that has been lodged for not less than 2 years; or (ii) any balance-sheet that has been lodged for not less than 7 years or any document creating or evidencing a charge, or the complete or partial satisfaction of a charge, where a memorandum of satisfaction of the charge has been registered for not less than 7 years; or (iii) any other document (other than the constitution or any other document affecting it) that has been lodged or registered for not less than 15 years; or (c) any document a transparency of which has been incorporated with a register kept by ASIC. (11) If a body corporate or other person, having made default in complying with: (a) any provision of this Act or of any other law that requires the lodging in any manner of any return, account or other document or the giving of notice to ASIC of any matter; or (b) any request of ASIC to amend or complete and resubmit any document or to submit a fresh document; fails to make good the default within 14 days after the service on the body or person of a notice requiring it to be done, a court may, on an application by any member or creditor of the body or by ASIC, make an order directing the body or any officer of the body or the person to make good the default within such time as is specified in the order. (12) Any such order may provide that all costs of and incidental to the application are to be borne by the body or by any officers of the body responsible for the default or by the person. (13) A person must not contravene an order made under subsection (11). (14) Nothing in this section prejudices the operation of any law imposing penalties on a body corporate or its officers or on another person in respect of a default mentioned in subsection (11). (15) Where information about a person is included on a register kept by ASIC, ASIC may at any time, in writing, require that person to give ASIC specified information about the person, being information of the kind included on that register. (16) The person must provide the information within such reasonable period, and in such form, as are specified by ASIC. (17) An offence based on subsection (9), (13) or (16) is an offence of strict liability. Note: For strict liability, see section 6.1 of the Criminal Code. 1274AA Register of disqualified company directors and other officers (1) ASIC must keep a register of persons who have been disqualified from managing corporations under: (a) section 206C, 206D, 206E, 206EA or 206F of this Act; or (b) a provision of a law of a State or Territory that: (i) was in force at any time before the commencement of this Act; and (ii) corresponds, in whole or in part, to one of the provisions referred to in paragraph (a). (2) The register must contain a copy of: (a) every order made by the Court under section 206C, 206D or 206E; and (aa) every court order referred to in section 206EA; and (b) every notice that was served under subsection 206F(3); and (c) each permission given under subsection 206F(5); and (d) every order lodged under subsection 206G(4); and (e) every order, notice or permission that was made, served, given or lodged under a provision of a law of a State or Territory that: (i) was in force at any time before the commencement of this Act; and (ii) corresponds, in whole or in part, to one of the provisions referred to in paragraph (a), (b), (c) or (d). (3) Subsections 1274(2) and (5) apply to a copy of an order, notice or permission referred to in subsection (2) as if that copy were a document lodged with ASIC. (4) A reference in this section to a provision of a law of a State or Territory includes a provision as applied as a law of that State or Territory. 1274A Obtaining information from certain registers (1) In this section: data processor means a mechanical, electronic or other device for the processing of data. register means a register kept by ASIC under this Act. search includes inspect. (2) ASIC may permit a person to search, otherwise than by using a data processor, a prescribed register. (3) ASIC may permit a person to search a prescribed register by using a data processor in order to obtain prescribed information from the register. (4) ASIC may make available to a person prescribed information (in the form of a document or otherwise) that ASIC has obtained from a prescribed register by using a data processor. (5) Nothing in this section limits: (a) a power or function that ASIC has apart from this section; or (b) a right that a person has apart from this section. 1274B Use, in court proceedings, of information from ASIC's national database (1) In this section: data processor means a mechanical, electronic or other device for processing data. (2) In a proceeding in a court, a writing that purports to have been prepared by ASIC is admissible as prima facie evidence of the matters stated in so much of the writing as sets out what purports to be information obtained by ASIC, by using a data processor, from the national database. In other words, the writing is proof of such a matter in the absence of evidence to the contrary. (3) A writing need not bear a certificate or signature in order to be taken to purport to have been prepared by ASIC. (4) Nothing in this section limits, or is limited by, section 1274 or 1274A. 1274C ASIC certificate ASIC may certify that a person was a director or secretary of a company at a particular time or during a particular period. In the absence of evidence to the contrary, a certificate is proof of the matters stated in it. Note: See section 1274B for the evidentiary status of documents prepared by ASIC from the national database. 1275 Relodging of lost registered documents (1) Where a document forming part of the constitution of, or any other document relating to, a body corporate has, since being lodged, been lost or destroyed, a person may apply to ASIC for leave to lodge a copy of the document as originally lodged. (2) Where such an application is made, ASIC may direct that notice of the application be given to such persons and in such manner as it thinks fit. (3) Whether or not an application has been made to ASIC under subsection (1), ASIC, upon being satisfied: (a) that an original document has been lost or destroyed; and (b) of the date of the lodging of that document; and (c) that a copy of that document produced to ASIC is a correct copy; may certify upon the copy that it is so satisfied and grant leave for the copy to be lodged in the manner required by law in respect of the original. (4) Upon the lodgment the copy has, and is taken to have had from such date as is mentioned in the certificate as the date of the lodging of the original, the same force and effect for all purposes as the original. (5) A decision of the Tribunal varying or setting aside a decision of ASIC to certify and grant leave under subsection (3) may be lodged with ASIC and is to be registered by it, but no payments, contracts, dealings, acts or things made, had or done in good faith before the registration of the Tribunal's decision and upon the faith of and in reliance upon the certificate are to be invalidated or affected by the Tribunal's decision. (6) Where a transparency of a document referred to in subsection (1) has been incorporated with a register kept by ASIC and is lost or destroyed as referred to in that subsection, this section applies as if the document of which it is a transparency had been so lost or destroyed. Part 9.2-Registration of auditors and liquidators Division 1-Interpretation 1276 Definitions In this Part, unless the contrary intention appears: body corporate includes a Part 5.7 body. decision, in relation to the Board, means, in Division 3, a decision of the Board under that Division and includes a refusal to exercise a power under section 1292. registered means registered under Division 2. Division 2-Registration 1279 Application for registration as auditor or liquidator (1) A natural person may make an application to ASIC: (a) for registration as an auditor; or (b) for registration as a liquidator; or (c) for registration as a liquidator of a specified body corporate, being a body corporate that is to be wound up under this Act. (2) An application under this section: (a) must be lodged with ASIC; and (b) must contain such information as is prescribed in the regulations; and (c) must be in the prescribed form. 1280 Registration of auditors (2) Subject to this section, where an application for registration as an auditor is made under section 1279, ASIC must grant the application and register the applicant as an auditor if: (a) the applicant satisfies subsection (2A) or (2B); and (b) ASIC is satisfied that the applicant has either: (i) satisfied all the components of an auditing competency standard approved by ASIC under section 1280A; or (ii) had such practical experience in auditing as is prescribed; and (c) ASIC is satisfied that the applicant is capable of performing the duties of an auditor and is otherwise a fit and proper person to be registered as an auditor; but otherwise ASIC must refuse the application. (2A) The applicant satisfies this subsection if the applicant: (a) holds a degree, diploma or certificate from a prescribed university or another prescribed institution in Australia; and (b) has, in the course of obtaining that degree, diploma or certificate, passed examinations in such subjects, under whatever name, as the appropriate authority of the university or other institution certifies to ASIC to represent a course of study: (i) in accountancy (including auditing) of not less than 3 years duration; and (ii) in commercial law (including company law) of not less than 2 years duration; and (c) has satisfactorily completed a course in auditing prescribed by the regulations for the purposes of this paragraph. (2B) The applicant satisfies this subsection if the applicant has other qualifications and experience that, in ASIC's opinion, are equivalent to the requirements mentioned in subsection (2A). (3) ASIC must not register as an auditor a person who is disqualified from managing corporations under Part 2D.6. (4) Subject to subsection (8), ASIC may refuse to register as an auditor a person who is not resident in Australia. (5) Where ASIC grants an application by a person for registration as an auditor, ASIC must cause to be issued to the person a certificate by ASIC stating that the person has been registered as an auditor and specifying the day on which the application was granted. (7) A registration under this section is taken to have taken effect at the beginning of the day specified in the certificate as the day on which the application for registration was granted and remains in force until: (a) the registration is cancelled by ASIC or the Board; or (b) the person who is registered dies. (8) ASIC must not refuse to register a person as an auditor unless ASIC has given the person an opportunity to appear at a hearing before ASIC and to make submissions and give evidence to ASIC in relation to the matter. (9) Where ASIC refuses an application by a person for registration as an auditor, ASIC must, not later than 14 days after the decision, give to the person a notice in writing setting out the decision and the reasons for it. 1280A Approval of auditing competency standard (1) ASIC may, on application by any person, approve an auditing competency standard for the purposes of paragraph 1280(2)(b). The approval must be in writing. (2) If, on application by a person, ASIC approves an auditing competency standard under subsection (1), ASIC may, on application by that person, approve a variation of the standard. The approval must be in writing. (3) ASIC must not approve an auditing competency standard, or a variation of an auditing competency standard, unless it is satisfied that: (a) the standard, or the standard as proposed to be varied, provides that a person's performance against each component of the standard is to be appropriately verified by a person who: (i) is a registered company auditor; and (ii) has sufficient personal knowledge of the person's work to be able to give that verification; and (b) the standard, or the standard as proposed to be varied, is not inconsistent with this Act or any other law of the Commonwealth under which ASIC has regulatory responsibilities; and (c) the standard adequately addresses the level of practical experience needed for registration as a company auditor; and (d) the standard is harmonised to the greatest extent possible with other approved auditing competency standards. (4) ASIC may revoke an approval of an auditing competency standard: (a) on application by the person who applied for the approval; or (b) if ASIC is no longer satisfied as mentioned in subsection (3). The revocation must be in writing. 1281 Auditor-General taken to be registered as auditor (1) A person who holds office as, or is for the time being exercising the powers and performing the duties of: (a) the Auditor-General; or (b) the Auditor-General of a State or Territory in this jurisdiction; is taken, despite any other provision of this Part, to be registered as an auditor. (2) A person to whom the Auditor-General of the Commonwealth, or of a State or Territory, delegates: (a) the function of conducting an audit; or (b) the power to conduct an audit; is taken to be registered as an auditor under this Part for the purposes of applying Chapter 2M to the audit. 1282 Registration of liquidators (2) Subject to this section, where an application for registration as a liquidator is made under section 1279, ASIC must grant the application if: (a) the applicant: (ii) holds a degree, diploma or certificate from a prescribed university or another prescribed institution in Australia and has passed examinations in such subjects, under whatever name, as the appropriate authority of the university or other institution certifies to ASIC to represent a course of study in accountancy of not less than 3 years duration and in commercial law (including company law) of not less than 2 years duration; or (iii) has other qualifications and experience that, in the opinion of ASIC, are equivalent to the qualifications mentioned in subparagraph (ii); and (b) ASIC is satisfied as to the experience of the applicant in connection with externally-administered bodies corporate; and (c) ASIC is satisfied that the applicant is capable of performing the duties of a liquidator and is otherwise a fit and proper person to be registered as a liquidator; but otherwise ASIC must refuse the application. (3) Where an application for registration as a liquidator of a specified body corporate is made under section 1279, ASIC must grant the application and register the applicant as a liquidator of that body if ASIC is satisfied that the applicant has sufficient experience and ability, and is a fit and proper person, to act as liquidator of the body, having regard to the nature of the property or business of the body and the interests of its creditors and contributories, but otherwise ASIC must refuse the application. (4) ASIC must not register as a liquidator, or as a liquidator of a specified body corporate, a person who is disqualified from managing corporations under Part 2D.6. (5) Subject to subsection (10), ASIC may refuse to register as a liquidator or as a liquidator of a specified body corporate a person who is not resident in Australia. (6) Where: (a) ASIC grants an application by a person for registration as a liquidator or as a liquidator of a specified body corporate; and (b) the person has complied with the requirements of section 1284; ASIC must cause to be issued to the person a certificate by ASIC: (c) stating that the person has been registered as a liquidator or as a liquidator of a specified body corporate; and (d) specifying a day as the day of the beginning of the registration, being: (i) the day on which ASIC granted the application; or (ii) the day on which the person complied with the requirements of section 1284; whichever was the later; and (e) in the case of a person who is registered under subsection (3) as a liquidator of a specified body corporate-setting out the name of that body. (8) The registration of a person as a liquidator under subsection (2) comes into force at the beginning of the day specified in the certificate as the day of the beginning of the registration and remains in force until: (a) the registration is cancelled by ASIC or by the Board; or (b) the person dies. (9) The registration of a person as a liquidator of a specified body corporate under subsection (3) comes into force at the beginning of the day specified in the certificate as the day of the beginning of the registration and remains in force until: (a) the registration is cancelled by ASIC or by the Board; or (b) the person dies; or (c) the body corporate is dissolved or deregistered. (10) ASIC must not refuse to register a person as a liquidator, or as a liquidator of a specified body corporate, unless ASIC has given the person an opportunity to appear at a hearing before ASIC and to make submissions and give evidence to ASIC in relation to the matter. (11) Where ASIC refuses an application by a person for registration as a liquidator, or as a liquidator of a specified body corporate, ASIC must, not later than 14 days after the decision, give to the person notice in writing setting out the decision and the reasons for it. 1283 Registration of official liquidators (1) ASIC may register as an official liquidator a natural person who is a registered liquidator. (2) A person who is registered as an official liquidator is entitled, upon request, to be issued with a certificate of his or her registration. (3) ASIC may register under subsection (1) as official liquidators as many registered liquidators as it thinks fit. 1284 Insurance to be maintained by liquidators (1) A person who is registered as a liquidator, or as a liquidator of a specified body corporate, must maintain: (a) adequate and appropriate professional indemnity insurance; and (b) adequate and appropriate fidelity insurance; for claims that may be made against the person in connection with externally-administered bodies corporate. (2) If the registration of a person as a liquidator, or as a liquidator of a specified body corporate, came into force before the commencement of this subsection, subsection (1) does not apply to the person at any time before 1 July 2008. 1285 Register of Auditors (1) ASIC must cause a Register of Auditors to be kept for the purposes of this Act and must cause to be entered in the Register in relation to a person who is registered as an auditor: (a) the name of the person; and (b) the day on which the application by that person for registration as an auditor was granted; and (c) the address of the principal place where the person practises as an auditor and the address of the other places (if any) at which he or she so practises; and (d) if the person practises as an auditor as a member of a firm or under a name or style other than his or her own name-the name of that firm or the name or style under which he or she so practises; and (e) particulars of any suspension of the person's registration, under Division 2, as an auditor and of any action taken in respect of the person under paragraph 1292(9)(a), (b) or (c); and may cause to be entered in the Register in relation to a person who is registered as an auditor such other particulars as ASIC considers appropriate. (2) Where a person ceases to be registered as an auditor, ASIC must cause to be removed from the Register of Auditors the name of the person and any other particulars entered in the Register in relation to that person. (3) A person may inspect and make copies of, or take extracts from, the Register of Auditors. 1286 Registers of Liquidators and Official Liquidators (1) ASIC must cause a Register of Liquidators to be kept for the purposes of this Act and must cause to be entered in the Register: (a) in relation to a person who is registered as a liquidator: (i) the name of the person; and (ii) the day of the beginning of the registration of that person as a liquidator; and (iii) the address of the principal place where the person practises as a liquidator and the addresses of the other places (if any) at which he or she so practises; and (iv) if the person practises as a liquidator as a member of a firm or under a name or style other than his or her own name-the name of that firm or the name or style under which he or she so practises; and (v) particulars of any suspension of the registration of the person as a liquidator or as a liquidator of a specified body corporate, and of any action taken in respect of the person under paragraph 1292(9)(a), (b) or (c); and (b) in relation to a person who is registered as a liquidator of a specified body corporate: (i) the name of the person; and (ii) the name of the body corporate; and (iii) the day of commencement of the registration of the person as a liquidator of the body corporate; and (iv) the address of the principal place where the person proposes to perform his or her functions as the liquidator of the body corporate; and (v) if the person practises a profession as a member of a firm or under a name or style other than his or her own name, being a profession by virtue of which he or she is qualified to be appointed as a liquidator of the body corporate-the name and address of that firm or the name or style under which he or she so practises; and (vi) particulars of any suspension or deemed suspension of the registration of the person as a liquidator of that body corporate or as a liquidator of a specified body corporate, and of any action taken in respect of the person under paragraph 1292(9)(a), (b) or (c); and may cause to be entered in the Register in relation to a person who is registered as a liquidator, or as a liquidator of a specified body corporate, such other particulars as ASIC considers appropriate. (2) ASIC must cause a Register of Official Liquidators to be kept for the purposes of this Act and must cause to be entered in the Register the name, and such other particulars as ASIC considers appropriate, of any person registered as an official liquidator. (3) Where a person ceases to be registered as a liquidator, as a liquidator of a specified body corporate or as an official liquidator, ASIC must cause to be removed from the Register of Liquidators or from the Register of Official Liquidators, as the case may be, the name of the person and any other particulars entered in that Register in relation to that person. (4) A person may inspect and make copies of, or take extracts from, the Register of Liquidators or the Register of Official Liquidators. 1287 Notification of certain matters (1) Where: (a) a person who is a registered company auditor ceases to practise as an auditor; or (b) a change occurs in any matter particulars of which are required by paragraph 1285(1)(a), (c) or (d) to be entered in the Register of Auditors in relation to a person who is a registered company auditor; the person must, not later than 21 days after the occurrence of the event concerned, lodge, in the prescribed form, particulars in writing of that event. (2) Where: (a) a person who is a registered liquidator ceases to practise as a liquidator; or (b) a change occurs in any matter particulars of which are required by subparagraph 1286(1)(a)(i), (iii) or (iv) to be entered in the Register of Liquidators in relation to a person who is a registered liquidator; the person must, not later than 21 days after the occurrence of the event concerned, lodge, in the prescribed form, particulars in writing of that event. (3) Where: (a) a person who is registered as a liquidator of a specified body corporate ceases to act as a liquidator in the winding up of that body; or (b) a change occurs in any matter particulars of which are required by subparagraph 1286(1)(b)(i), (ii), (iv) or (v) to be entered in the Register of Liquidators in relation to a person who is registered as a liquidator of a specified body corporate; the person must, not later than 21 days after the occurrence of the event concerned, lodge, in the prescribed form, particulars in writing of that event. (4) If a person who is registered as an auditor, as a liquidator or as a liquidator of a specified corporate body is disqualified from managing corporations under Part 2D.6, then, within a period of 3 days after they become disqualified, they must lodge written particulars in the prescribed form of the circumstances because of which they become disqualified. 1287A Annual statements by registered company auditors (1) A person who is a registered company auditor must, within one month after the end of: (a) the period of 12 months beginning on the day on which the person's registration begins; and (b) each subsequent period of 12 months; lodge with ASIC a statement in respect of that period. (1A) A statement under subsection (1): (a) must contain such information as is prescribed in the regulations; and (b) must be in the prescribed form. (2) ASIC may, on the application of the person made before the end of the period for lodging a statement under subsection (1), extend, or further extend, that period. 1288 Annual statements by registered liquidators (3) A person who is a registered liquidator must, within one month after the end of: (a) the period of 12 months beginning on the day on which the person's registration begins; and (b) each subsequent period of 12 months; lodge a statement in respect of that period of 12 months setting out such information as is prescribed. (4) ASIC may, on the application of a registered liquidator made before the end of the period for lodging a statement under subsection (3), extend, or further extend, that period. (5) ASIC may, by notice in writing served on the person, require a person who is registered as a liquidator of a specified body corporate to lodge, within a period specified in the notice, a statement in respect of a period specified in the notice setting out such information as is prescribed. 1289 Auditors and other persons to enjoy qualified privilege in certain circumstances Qualified privilege for auditor (1) An auditor has qualified privilege in respect of: (a) a statement that the auditor makes (orally or in writing) in the course of the auditor's duties as auditor; or (b) a statement that the auditor makes (orally or in writing) on: (i) a directors' report under section 298 or 306; or (ii) a statement, report or other document that is taken, for any purpose, to be part of that report; or (c) notifying ASIC of a matter under section 311; or (d) a disclosure made by the auditor in response to a notice given to the auditor under subsection 30A(1) or 225A(5) of the ASIC Act. Note: If the auditor is an audit company, the company has qualified privilege under this subsection in respect of statements made, and notices given, by individuals on behalf of the company if those statements and notices can be properly attributed to the company. Qualified privilege for registered company auditor acting on behalf of audit company (2) If the auditor is an audit company, a registered company auditor acting on behalf of the company has qualified privilege in respect of: (a) a statement that the registered company auditor makes (orally or in writing) in the course of the performance, on the behalf of the company, of the company's duties as auditor; or (b) a statement that the registered company auditor makes (orally or in writing), on behalf of the company, on: (i) a directors' report under section 298 or 306; or (ii) any statement, report or other document that is taken, for any purpose, to be part of that report; or (c) a notification of a matter that the registered company auditor gives ASIC, on behalf of the company, under section 311; or (d) a disclosure made by the registered company auditor in response to a notice given to the audit company under subsection 225A(5) of the ASIC Act. Extent of auditor's duties-answering questions put to auditor by members (3) For the purposes of this section, an auditor's duties as auditor include: (a) answering questions put to the auditor (or the auditor's representative) at an AGM; and (b) providing answers to questions that are submitted to the auditor under section 250PA. Qualified privilege for person representing auditor at AGM (4) A person who represents an auditor at an AGM has qualified privilege in respect of any statement that the person makes in the course of representing the auditor at that AGM. Qualified privilege for subsequent publication (5) A person has qualified privilege in respect of the publishing of a document that: (a) is prepared by an auditor in the course of the auditor's duties; or (b) required by or under this Act to be lodged (whether or not the document has been lodged). (6) A person has qualified privilege in respect of the publishing of any statement: (a) made by an auditor as mentioned in subsection (1); or (b) made by a registered company auditor as mentioned in subsection (2); or (c) made by a person as mentioned in subsection (4). Division 2A-Conditions on registration of auditors 1289A ASIC may impose conditions on registration (1) Under this section, ASIC may impose only conditions of a kind specified in the regulations. (2) Subject to this section, ASIC may, at any time, by giving written notice to a person registered as an auditor: (a) impose conditions, or additional conditions, on their registration; and (b) vary or revoke conditions imposed on their registration. (3) ASIC may do so: (a) on its own initiative; or (b) if the registered company auditor lodges with ASIC an application for ASIC to do so, which is accompanied by the documents, if any, required by regulations made for the purposes of this paragraph. Note: For fees in respect of lodging applications, see Part 9.10. (4) Except where conditions are varied on the application of the registered company auditor, ASIC may only impose conditions or additional conditions, or vary the conditions, on registration after giving the auditor an opportunity: (a) to appear, or be represented, at a hearing before ASIC that takes place in private; and (b) to make submissions to ASIC in relation to the matter. This subsection does not apply to ASIC imposing conditions at the time when the applicant is registered. Division 3-Cancellation or suspension of registration 1290 Cancellation at request of registered person (1) Where a person who is registered as an auditor, as a liquidator, as a liquidator of a specified body corporate or as an official liquidator requests ASIC to cancel his or her registration, ASIC may cancel the registration of that person as an auditor, as a liquidator, as a liquidator of that body corporate or as an official liquidator, as the case may be. (2) A decision of ASIC under subsection (1) to cancel the registration of a person as an auditor, as a liquidator, as a liquidator of a specified body corporate or as an official liquidator comes into effect as soon as practicable upon the making of the decision. 1290A Cancellation on certain grounds (1) If a person who is registered as a liquidator, as a liquidator of a specified body corporate or as an official liquidator: (a) becomes an insolvent under administration; or (b) becomes disqualified from managing corporations under Part 2D.6; or (c) contravenes subsection 1284(1); ASIC may cancel the registration of that person as a liquidator, as a liquidator of that body corporate or as an official liquidator, as the case may be. (2) If ASIC decides under subsection (1) to cancel the registration of a person as a liquidator, as a liquidator of a specified body corporate or as an official liquidator: (a) ASIC must, not later than 14 days after the decision, give the person a written notice: (i) setting out the decision; and (ii) the reasons for it; and (b) the decision comes into effect at the end of the day on which that notice is given to the person. (3) A failure of ASIC to comply with subsection (2) does not affect the validity of the decision. (4) Subsection (1) does not limit section 1291 or 1292. (5) Sections 1291 and 1292 do not limit subsection (1) of this section. 1291 Official liquidators (1) ASIC may, at any time, cancel, or suspend for a specified period, the registration as an official liquidator of a person who is so registered. (2) ASIC may, at any time, require a person registered as an official liquidator to give an undertaking to refrain from engaging in specified conduct except on specified conditions. (3) Where ASIC decides to exercise a power under subsection (1) or (2), ASIC must, not later than 14 days after the decision, give to the person a notice in writing setting out the decision and the reasons for it, but the validity of the decision is not affected by failure of ASIC to do so. (4) A decision of ASIC under subsection (1) to cancel or suspend the registration of a person as an official liquidator comes into effect at the end of the day on which there is given to the person a notice of the decision, being a notice of the kind referred to in subsection (3). 1292 Powers of Board in relation to auditors and liquidators (1) The Board may, if it is satisfied on an application by ASIC or APRA for a person who is registered as an auditor to be dealt with under this section that, before, at or after the commencement of this section: (a) the person has: (ia) contravened section 324DB; or (i) contravened section 1287A; or (ia) failed to comply with a condition of the person's registration as an auditor; or (ii) ceased to be resident in Australia; or (b) the person either: (i) has not performed any audit work during a continuous period of not less than 5 years; or (ii) has not performed any significant audit work during a continuous period of not less than 5 years; and, as a result, has ceased to have the practical experience necessary for carrying out audits for the purposes of this Act; or (d) the person has failed, whether in or outside this jurisdiction, to carry out or perform adequately and properly: (i) the duties of an auditor; or (ii) any duties or functions required by an Australian law to be carried out or performed by a registered company auditor; or is otherwise not a fit and proper person to remain registered as an auditor; by order, cancel, or suspend for a specified period, the registration of the person as an auditor. (1A) In determining for the purposes of subparagraph (1)(b)(ii) whether audit work performed by a person is significant, have regard to: (a) the nature of the audit; and (b) the extent to which the person was involved in the audit; and (c) the level of responsibility the person assumed in relation to the audit. (2) The Board may, if it is satisfied on an application by ASIC for a person who is registered as a liquidator to be dealt with under this section that, before, at or after the commencement of this section: (a) the person has: (i) contravened section 1288; or (ii) ceased to be resident in Australia; or (d) that the person has failed, whether in or outside this jurisdiction, to carry out or perform adequately and properly: (i) the duties of a liquidator; or (ii) any duties or functions required by an Australian law to be carried out or performed by a registered liquidator; or is otherwise not a fit and proper person to remain registered as a liquidator; by order, cancel, or suspend for a specified period, the registration of the person as a liquidator. (3) The Board may, if it is satisfied on an application by ASIC for a person who is registered as a liquidator of a specified body corporate to be dealt with under this section that, before, at or after the commencement of this section: (a) the person has: (i) contravened subsection 1288(5); or (ii) ceased to be resident in Australia; or (d) that the person has failed, whether in or outside this jurisdiction, to carry out adequately and properly the duties of a liquidator in respect of the winding up of that body corporate or is otherwise not a fit and proper person to remain registered as a liquidator of that body corporate; by order, cancel, or suspend for a specified period, the registration of the person as a liquidator of that body corporate. (4) Where: (a) ASIC applies to the Board for a person who is registered as an auditor to be dealt with under this section; and (b) the person is also registered as a liquidator or as a liquidator of a specified body corporate; the Board may, in addition to making an order under subsection (1), if it is satisfied as to any of the matters specified in paragraph (2)(a) or (d) or (3)(a) or (d), make an order cancelling, or suspending for a specified period, the registration of the person as a liquidator or as a liquidator of that body, as the case may be, and, where the Board makes such an order, the order is, for the purposes of this Division, taken to have been made under subsection (2) or (3), as the case may be. (5) Where: (a) ASIC applies to the Board for a person who is registered as a liquidator to be dealt with under this section; and (b) the person is also registered as an auditor or as a liquidator of a specified body corporate; the Board may, in addition to making an order under subsection (2), if it is satisfied as to any of the matters specified in paragraph (1)(a) or (d) or (3)(a) or (d), make an order cancelling, or suspending for a specified period, the registration of the person as an auditor or as a liquidator of that body, as the case may be, and, where the Board makes such an order, the order is, for the purposes of this Division, taken to have been made under subsection (1) or (3), as the case may be. (6) Where: (a) ASIC applies to the Board for a person who is registered as a liquidator of a specified body corporate to be dealt with under this section; and (b) the person is also registered as an auditor or as a liquidator; the Board may, in addition to making an order under subsection (3), if it is satisfied as to any of the matters specified in paragraph (1)(a) or (d) or (2)(a) or (d), make an order cancelling, or suspending for a specified period, the registration of the person as an auditor or as a liquidator, as the case may be, and, where the Board makes such an order, the order is, for the purposes of this Division, taken to have been made under subsection (1) or (2), as the case may be. (7) The Board must, if it is satisfied on an application by ASIC or APRA for a prescribed person to be dealt with under this section: (a) that the person is disqualified from managing corporations under Part 2D.6; or (b) that the person is incapable, because of mental infirmity, of managing his or her affairs; by order, cancel each prescribed registration of the person. (8) In subsection (7) and in this subsection: prescribed person means a person who is registered as an auditor, as a liquidator or as a liquidator of a specified body corporate. prescribed registration, in relation to a prescribed person, means a registration of the person as an auditor, as a liquidator or as the liquidator of a specified body corporate. (9) Where, on an application by ASIC or APRA for a person who is registered as an auditor, as a liquidator or as a liquidator of a specified body corporate to be dealt with under this section, the Board is satisfied that the person has failed to carry out or perform adequately and properly any of the duties or functions mentioned in paragraph (1)(d), (2)(d) or (3)(d), as the case may be, or is otherwise not a fit and proper person to remain registered as an auditor, liquidator or liquidator of that body, as the case may be, the Board may deal with the person in one or more of the following ways: (a) by admonishing or reprimanding the person; (b) by requiring the person to give an undertaking to engage in, or to refrain from engaging in, specified conduct; (c) by requiring the person to give an undertaking to refrain from engaging in specified conduct except on specified conditions; and, if a person fails to give an undertaking when required to do so under paragraph (b) or (c), or contravenes an undertaking given pursuant to a requirement under that paragraph, the Board may, by order, cancel, or suspend for a specified period, the registration of the person as an auditor, as a liquidator or as a liquidator of a specified body corporate, as the case may be. (10) The Board's powers under subsection (9) may be exercised in addition to, or in substitution for, the exercise of the Board's powers to cancel or suspend a registration under subsections (1) to (6). (11) The Board may exercise any of its powers under this Division in relation to a person as a result of conduct engaged in by the person whether or not that conduct constituted or might have constituted an offence, and whether or not any proceedings have been brought or are to be brought in relation to that conduct. (12) This section has effect subject to section 1294. 1294 Board to give opportunity for hearing etc. (1) The Board must not: (a) cancel or suspend the registration of a person as an auditor, as a liquidator or as a liquidator of a specified body corporate; or (b) deal with a person in any of the ways mentioned in subsection 1292(9); unless the Board has given the person an opportunity to appear at a hearing held by the Board and to make submissions to, and adduce evidence before, the Board in relation to the matter. (2) Where subsection (1) requires the Board to give a person an opportunity to appear at a hearing and to make submissions to, and bring evidence before, the Board in relation to a matter, the Board must give ASIC and APRA an opportunity to appear at the hearing and to make submissions to, and bring evidence before, the Board in relation to the matter. 1294A Pre-hearing conference (1) If subsection 1294(1) requires the Board to give a person an opportunity to appear at a hearing and to make submissions to, and bring evidence before, the Board in relation to a matter, the Chairperson of the Board may, if he or she considers that it would assist in the conduct of the hearing to do so, convene one or more conferences with the person. (2) The Chairperson of the Board may allow any of the following persons to attend a conference: (a) a representative of ASIC; (b) a representative of APRA; (c) any other person. (3) The Chairperson of the Board must give written notice of a conference to ASIC and APRA at least 14 days before the conference. (4) At a conference, the Chairperson of the Board may, on behalf of the Board: (a) fix a date or dates for the hearing; and (b) give directions about the time within which submissions are to be made to the Board in relation to the matter; and (c) give directions about the time within which evidence is to be brought before the Board in relation to the matter; and (d) give directions as to the procedure to be followed at or in connection with the hearing. 1295 Board may remove suspension (1) Where a registration of a person is suspended, the Board may, on an application by the person or of its own motion, by order, terminate the suspension. (2) An order under subsection (1) has effect accordingly. 1296 Notice of Board's decision (1) Where the Board decides to exercise any of its powers under section 1292 in relation to a person, or decides that it is required to make an order under subsection 1292(7) in relation to a person, the Board must, within 14 days after the decision: (a) give to the person a notice in writing setting out the decision and the reasons for it; and (b) lodge a copy of the notice referred to in paragraph (a); and (c) cause to be published in the Gazette a notice in writing setting out the decision. (1A) If: (a) the Board decides to exercise the power, or makes the order, on the basis of particular conduct engaged in by the person; and (b) the person engaged in that conduct in the course of participating in the conduct of an audit on behalf of an audit firm or audit company; the notice under paragraph (1)(c) may identify the audit firm or audit company. (1B) If the Board: (a) decides to exercise any of its powers under section 1292 in relation to a person; or (b) decides that it is required to make an order under subsection 1292(7) in relation to a person; then, in addition to meeting the requirements of subsection (1), the Board may take such steps as it considers reasonable and appropriate to publicise: (c) the decision; and (d) the reasons for the decision. Without limiting this, the Board may make the decision and reasons available on the Internet. (1C) If: (a) the Board decides to exercise the power under section 1292, or makes the order under subsection 1292(7), on the basis of particular conduct engaged in by the person; and (b) the person engaged in that conduct in the course of participating in the conduct of an audit on behalf of an audit firm or audit company; a publication under subsection (1B) may identify the audit firm or audit company. (2) Where the Board decides to refuse to exercise its powers under section 1292 in relation to a person, or decides that it is not required to make an order under subsection 1292(7) in relation to a person, the Board must, within 14 days after the decision: (a) give to the person a notice in writing setting out the decision and the reasons for it; and (b) lodge a copy of the notice referred to in paragraph (a). (3) The validity of a decision of the Board is not affected by failure of the Board to comply with subsection (1) or (2), as the case requires, in relation to the decision. 1297 Time when Board's decision comes into effect (1) Subject to subsection (2) and to sections 41 and 44A of the Administrative Appeals Tribunal Act 1975, an order made by the Board cancelling or suspending the registration of a person as an auditor, as a liquidator or as a liquidator of a specified body corporate comes into effect: (a) at the end of the day on which there is given to the person a paragraph 1296(1)(a) notice of the decision pursuant to which the order is made; or (b) at the end of such longer period (not exceeding 90 days) as the Board determines. (2) Where the Board makes an order of a kind referred to in subsection (1), it may, in order to enable an application to be made to the Tribunal for review of the decision to make the order, determine that the order is not to come into effect until a specified time or until the happening of a specified event. (3) The Board may at any time vary or revoke a determination made under subsection (2), including such a determination that has been varied at least once before. (4) A determination in force under subsection (2) has effect accordingly. 1298 Effect of suspension A person whose registration as an auditor, as a liquidator, as a liquidator of a specified body corporate or as an official liquidator is suspended is, except for the purposes of subsections 1285(2) and 1286(3), section 1287 (other than paragraphs 1287(1)(a), (2)(a) and (3)(a)), sections 1287A and 1288 and this Division, taken not to be registered as an auditor, liquidator, liquidator of that body corporate or official liquidator, as the case may be, so long as the registration is suspended. 1298A Transfer of books (1) If: (a) the registration of a person as a liquidator, as a liquidator of a specified body corporate or as an official liquidator is cancelled or suspended; and (b) immediately before the cancellation or suspension, as the case may be, came into effect, the person had in his or her possession one or more books relating to an externally administered body corporate; and (c) any of the following subparagraphs applies: (i) the person was a liquidator of the externally administered body corporate; (ii) the person was a receiver, or a receiver and manager, of property of the externally administered body corporate; (iii) the person was the administrator of the externally administered body corporate; (iv) the person was the administrator of a deed of company arrangement for the externally administered body corporate; and (d) another person is or becomes: (i) a liquidator of the externally administered body corporate; or (ii) a receiver, or a receiver and manager, of property of the externally administered body corporate; or (iii) the administrator of the externally administered body corporate; or (iv) the administrator of a deed of company arrangement for the externally administered body corporate; the first-mentioned person must, as soon as practicable, transfer those books to that other person. (2) If the books are in electronic form, they may be transferred electronically. Part 9.2A-Authorised audit companies Division 1-Registration 1299A Application for registration as authorised audit company (1) A company may apply to ASIC for registration as an authorised audit company. (2) An application under this section: (a) must contain such information as is prescribed in the regulations; and (b) must be in the prescribed form. 1299B Eligibility for registration as an authorised audit company A company is eligible to be registered as an authorised audit company if and only if: (a) each of the directors of the company: (i) is a registered company auditor; and (ii) is not disqualified from managing a corporation under Part 2D.6; and (b) each share in the company is held and beneficially owned by a person who is: (i) an individual; or (ii) the legal personal representatives of an individual; and (c) a majority of the votes that may be cast at a general meeting of the company attach to shares in the company that are held and beneficially owned by individuals who are registered company auditors; and (d) ASIC is satisfied that the company has adequate and appropriate professional indemnity insurance for claims that may be made against the company in relation to the audit of companies and registered schemes for the purposes of this Act; and (e) the company is not an externally-administered body corporate. 1299C Registration as authorised audit company (1) ASIC must grant the application and register the company as an authorised audit company if the company is eligible to be registered as an authorised audit company. Otherwise ASIC must refuse the application. (2) If ASIC grants the company's application, ASIC must issue to the company a certificate by ASIC stating that the company has been registered as an authorised audit company and specifying the day on which the application was granted. (3) The company's registration under this section takes effect at the beginning of the day specified in the certificate as the day on which the application for registration was granted and remains in force until: (a) the registration is cancelled by ASIC; or (b) the company is wound up. (4) ASIC must not refuse to register the company as an authorised audit company unless ASIC has given the company an opportunity to be represented at a hearing before ASIC and to make submissions and give evidence to ASIC in relation to the matter. (5) If ASIC refuses the company's application, ASIC must, not later than 14 days after the decision, give to the company a notice in writing setting out the decision and the reasons for it. 1299D Registration may be subject to conditions (1) The company's registration as an authorised audit company is subject to: (a) the provisions of this Part; and (b) the conditions or restrictions specified in the regulations; and (c) any other conditions or restrictions determined by ASIC. (2) ASIC may determine conditions or restrictions for the purposes of paragraph (1)(c) either at the time when the company is registered as an authorised audit company or subsequently. (3) ASIC determines a condition or restriction by written notice to the company. 1299E Register of authorised audit companies (1) ASIC must keep a Register of Authorised Audit Companies for the purposes of this Act. (2) In relation to each authorised audit company, ASIC must enter in the Register: (a) the name of the company; and (b) the company's ACN or ABN; and (c) the day on which the company's registration under section 1299C took effect; and (d) the address of the company's registered office; and (e) the address of the principal place where the company practises as an auditor and the address of the other places (if any) at which the company so practises; and (f) the name and address of: (i) each director of the company; and (ii) each person who performs a chief executive officer function (within the meaning of section 295A) in relation to the company; and (g) the details of any conditions or restrictions determined under paragraph 1299D(1)(c) in relation to the registration; and (h) details of any suspension of the registration. (3) ASIC may enter in the Register in relation to the company any other details that ASIC considers appropriate. (4) If a company ceases to be registered as an authorised audit company, ASIC must remove the entry in relation to the company from the Register. (5) A person may inspect and make copies of, or take extracts from, the Register. 1299F Notification of certain matters (1) An authorised audit company must notify ASIC if a condition or restriction to which the company's registration is subject is contravened. (2) The notice under subsection (1) must: (a) set out details of the contravention; and (b) be given within 14 days after the company becomes aware of the contravention; and (c) be lodged with ASIC in the prescribed form. (3) An authorised audit company must notify ASIC if: (a) details of a matter are required by subsection 1299E(2) to be entered in the Register of Authorised Audit Companies in relation to the company; and (b) a change occurs in that matter while the company is registered as an authorised audit company. (4) The notice under subsection (3) must: (a) set out details of the change; and (b) be given within 28 days after the change occurs; and (c) be lodged with ASIC in the prescribed form. (5) A company that applies for registration as an authorised audit company must notify ASIC if: (a) details of a matter would be required by subsection 1299E(2) to be entered in the Register of Authorised Audit Companies in relation to the company if it were to be registered; and (b) a change occurs in that matter before the application is granted or rejected. (6) The notice under subsection (5) must: (a) set out details of the change; and (b) be given within 28 days after the change occurs; and (c) be lodged with ASIC in the prescribed form. 1299G Annual statements by authorised audit company (1) A company that is an authorised audit company must, within one month after the end of: (a) the period of 12 months beginning on the day on which the company became registered as an authorised audit company; and (b) each subsequent period of 12 months; lodge with ASIC a statement in respect of that period. (1A) A statement under subsection (1): (a) must contain such information as is prescribed in the regulations; and (b) must be in the prescribed form. (2) ASIC may, on the application of an authorised audit company made before the end of the period for lodging a statement under subsection (1), extend, or further extend, that period. (3) An offence based on subsection (1) is an offence of strict liability. Note: For strict liability, see section 6.1 of the Criminal Code. (4) A director of a company must take all reasonable steps to comply with, or to secure compliance with, subsection (1). Division 2-Cancellation or suspension of registration 1299H Cancellation at request of registered person (1) ASIC may cancel a company's registration as an authorised audit company if the company requests ASIC to cancel the registration. (2) ASIC must take the steps necessary to cancel the registration as soon as practicable after the request is made. 1299I Cancellation or suspension in other cases ASIC may cancel or suspend a company's registration as an authorised audit company if: (a) the company ceases to be eligible to be registered as an authorised audit company; or (b) the company fails to meet conditions or observe restrictions imposed on the company's registration as an authorised audit company. Note: See section 1299K for when the cancellation takes effect. 1299J Notice of cancellation or suspension (1) If ASIC decides to cancel or suspend a company's registration as an authorised audit company under section 1299I, ASIC must, within 14 days after the decision: (a) give to the company written notice setting out the decision and the reasons for it; and (b) publish written notice of the decision in the Gazette. (2) The validity of a decision by ASIC is not affected by a failure by ASIC to comply with subsection (1) in relation to the decision. 1299K Time when ASIC's decision comes into effect (1) A decision by ASIC to cancel or suspend a company's registration as an authorised audit company comes into effect at the end of the day on which the company is given notice of the decision under paragraph 1299J(1)(a). This subsection has effect subject to subsection (2) and to sections 41 and 44A of the Administrative Appeals Tribunal Act 1975. (2) ASIC may, in order to enable an application to be made to the Tribunal for review of the decision to cancel or suspend the registration, determine that the decision to cancel or suspend the company's registration as an authorised audit company is not to come into effect until: (a) a specified time; or (b) the happening of a specified event. (3) ASIC may at any time vary or revoke a determination made under subsection (2), including such a determination that has been varied at least once before. (4) A determination in force under subsection (2) has effect accordingly. 1299L Effect of suspension A company whose registration as an authorised audit company is suspended is, except for the purposes of subsection 1299E(4), sections 1299F and 1299G and this Division, taken not to be registered as an authorised audit company so long as the registration is suspended. 1299M Effect of cancellation If a company's registration as an authorised audit company is cancelled (whether under section 1299H or 1299I), each appointment of the company as auditor for a company or registered scheme for the purposes of this Act that is in force on the day on which the cancellation decision takes effect is terminated at the end of that day. Note: This means that the authorised audit company ceases to be auditor without resigning and that the position of auditor for the company or scheme will immediately become vacant unless there is another auditor who has been appointed, and who can continue to act, as auditor for the company or registered scheme. Part 9.3-Books 1300 Inspection of books (1) A book that is by this Act required to be available for inspection must, subject to and in accordance with this Act, be available for inspection at the place where, in accordance with this Act, it is kept and at all times when the registered office in this jurisdiction of the body corporate concerned is required to be open to the public. (2) If any register kept by a company or a foreign company for the purposes of this Act is kept at a place other than the registered office of the company or foreign company, that place must be open to permit the register to be inspected during the same hours as those during which the registered office of the company or foreign company is required to be open to the public. (2A) If a person asks a proprietary company in writing to inspect a particular book of the company that the person has a right to inspect, the company must make it available within 7 days, for inspection by the person at the place where it is required to be kept. (2B) An offence based on subsection (2A) is an offence of strict liability. Note: For strict liability, see section 6.1 of the Criminal Code. (3) A person permitted by this Act to inspect a book may make copies of, or take extracts from, the book and any person who refuses or fails to allow a person so permitted to make a copy of, or take an extract from, the book is guilty of an offence. (4) An offence based on subsection (3) is an offence of strict liability. Note: For strict liability, see section 6.1 of the Criminal Code. 1301 Location of books on computers (1) This section applies if: (a) a corporation records, otherwise than in writing, matters (the stored matters) this Act requires to be contained in a book; and (b) the record of the stored matters is kept at a place (the place of storage) other than the place (the place of inspection) where the book is, apart from this section, required to be kept; and (c) at the place of inspection means are provided by which the stored matters are made available for inspection in written form; and (d) the corporation has lodged a notice: (i) stating that this section is to apply in respect of: (A) except where sub-subparagraph (B) applies-the book; or (B) if the stored matters are only some of the information that is required to be contained in the book-the book and matters that are of the same kind as the stored matters; and (ii) specifying the situation of the place of storage and the place of inspection. (2) Subject to subsection (4), the corporation is taken to have complied with the requirements of this Act as to the location of the book, but only in so far as the book is required to contain the stored matters. (3) Subject to subsection (4), for the purposes of the application of subsection 1085(3) and section 1300 in relation to the corporation and the book, the book is taken to be kept at the place of inspection, even though the record of the stored matters is kept at the place of storage. (4) If: (a) the situation of the place of storage or the place of inspection changes; and (b) the corporation does not lodge notice of the change within 14 days after the change; this section, as it applies to the corporation because of the lodging of the notice referred to in paragraph (1)(d), ceases to so apply at the end of that period of 14 days. 1302 Location of registers (1) A register that is required by section 271 to be kept by a company must be kept at the registered office or at an office at the principal place of business in this jurisdiction of the company but: (a) if the work of making up the register is done at another office of the company in this jurisdiction, it may be kept at that other office; or (b) if the company arranges with some other person to make up the register on its behalf and the office of that other person at which the work is done is in this jurisdiction, it may be kept at that office; or (c) if ASIC approves, it may be kept at another office in this jurisdiction, being an office of the company or of another person. (3) If default is made in complying with subsection (1) in its application to any register of a company, the company, any officer or employee of the company who is in default, and any person who has arranged with the company to make up the register on its behalf and is in default, are each guilty of an offence. (4) A company must, within 7 days after any register of the company to which subsection (1) applies is first kept at an office other than the registered office or the principal office, as the case may be, lodge notice of the address of the office where the register is kept and must, within 7 days after any change in the place at which the register is kept, lodge notice of the change. (5) If default is made in complying with subsection (4) in its application to any register of a company, the company and any officer of the company who is in default are each guilty of an offence. (6) An offence based on subsection (3) or (5) is an offence of strict liability. Note: For strict liability, see section 6.1 of the Criminal Code. (7) In this section, unless the contrary intention appears, company includes a registered body. 1303 Court may compel compliance If any person in contravention of this Act refuses to permit the inspection of any book or to supply a copy of any book, the Court may by order compel an immediate inspection of the book or order the copy to be supplied. 1304 Translations of instruments (1) Where under this Act a person is required to lodge an instrument or a certified copy of an instrument and the instrument is not written in English, the person must lodge at the same time a certified translation of the instrument into English. (2) Where under this Act a body corporate is required to make an instrument available for inspection and the instrument is not written in English, the body corporate must keep at its registered office or, if it does not have a registered office, at its principal office in this jurisdiction, a certified translation of the instrument into English. (3) In this section, instrument includes any certificate, contract or other document. 1305 Admissibility of books in evidence (1) A book kept by a body corporate under a requirement of this Act is admissible in evidence in any proceeding and is prima facie evidence of any matter stated or recorded in the book. (2) A document purporting to be a book kept by a body corporate is, unless the contrary is proved, taken to be a book kept as mentioned in subsection (1). 1306 Form and evidentiary value of books (1) A book that is required by this Act to be kept or prepared may be kept or prepared: (a) by making entries in a bound or looseleaf book; or (b) by recording or storing the matters concerned by means of a mechanical, electronic or other device; or (c) in any other manner approved by ASIC. (2) Subsection (1) does not authorise a book to be kept or prepared by a mechanical, electronic or other device unless: (a) the matters recorded or stored will be capable, at any time, of being reproduced in a written form; or (b) a reproduction of those matters is kept in a written form approved by ASIC. (3) A corporation must take all reasonable precautions, including such precautions (if any) as are prescribed, for guarding against damage to, destruction of or falsification of or in, and for discovery of falsification of or in, any book or part of a book required by this Act to be kept or prepared by the corporation. (4) Where a corporation records or stores any matters by means of a mechanical, electronic or other device, any duty imposed by this Act to make a book containing those matters available for inspection or to provide copies of the whole or a part of a book containing those matters is to be construed as a duty to make the matters available for inspection in written form or to provide a document containing a clear reproduction in writing of the whole or part of them, as the case may be. (4A) The regulations may provide for how up to date the information contained in an instrument prepared for the purposes of subsection (4) must be. (5) If: (a) because of this Act, a book that this Act requires to be kept or prepared is prima facie evidence of a matter; and (b) the book, or a part of the book, is kept or prepared by recording or storing matters (including that matter) by means of a mechanical, electronic or other device; a written reproduction of that matter as so recorded or stored is prima facie evidence of that matter. (6) A writing that purports to reproduce a matter recorded or stored by means of a mechanical, electronic or other device is, unless the contrary is established, taken to be a reproduction of that matter. 1307 Falsification of books (1) An officer, former officer, employee, former employee, member or former member of a company who engages in conduct that results in the concealment, destruction, mutilation or falsification of any securities of or belonging to the company or any books affecting or relating to affairs of the company is guilty of an offence. (2) Where matter that is used or intended to be used in connection with the keeping of any books affecting or relating to affairs of a company is recorded or stored in an illegible form by means of a mechanical device, an electronic device or any other device, a person who: (a) records or stores by means of that device matter that the person knows to be false or misleading in a material particular; or (b) engages in conduct that results in the destruction, removal or falsification of matter that is recorded or stored by means of that device, or has been prepared for the purpose of being recorded or stored, or for use in compiling or recovering other matter to be recorded or stored by means of that device; or (c) having a duty to record or store matter by means of that device, fails to record or store the matter by means of that device: (i) with intent to falsify any entry made or intended to be compiled, wholly or in part, from matter so recorded or stored; or (ii) knowing that the failure so to record or store the matter will render false or misleading in a material particular other matter so recorded or stored; contravenes this subsection. (3) It is a defence to a charge arising under subsection (1) or (2) if the defendant proves that he, she or it acted honestly and that in all the circumstances the act or omission constituting the offence should be excused. Note: A defendant bears a legal burden in relation to the matter mentioned in subsection (3), see section 13.4 of the Criminal Code. Part 9.4-Offences Division 1A-Application of the Criminal Code 1308A Application of Criminal Code Subject to this Act, Chapter 2 of the Criminal Code applies to all offences against this Act. Division 1-Specific offences 1308 False or misleading statements (1) A corporation must not advertise or publish: (a) a statement of the amount of its capital that is misleading; or (b) a statement in which the total of all amounts paid and unpaid on shares in the company is stated but the amount of paid up capital or the amount of any charge on uncalled capital is not stated. (1A) An offence based on subsection (1) is an offence of strict liability. Note: For strict liability, see section 6.1 of the Criminal Code. (2) A person who, in a document required by or for the purposes of this Act or lodged with or submitted to ASIC, makes or authorises the making of a statement that to the person's knowledge is false or misleading in a material particular, or omits or authorises the omission of any matter or thing without which the document is to the person's knowledge misleading in a material respect, is guilty of an offence. (3) A person who makes or authorises the making of a statement that is based on information that to the person's knowledge: (a) is false or misleading in a material particular; or (b) has omitted from it a matter or thing the omission of which renders the information misleading in a material respect; is, for the purposes of subsection (2), taken to have made or authorised the making of a statement that to the person's knowledge was false or misleading in a material particular. (3A) A person is not liable to be proceeded against for an offence in consequence of a regulation made under section 1364 as well as for an offence against subsection (2) of this section. (4) A person who, in a document required by or for the purposes of this Act or lodged: (a) makes or authorises the making of a statement that is false or misleading in a material particular; or (b) omits or authorises the omission of any matter or thing without which the document is misleading in a material respect; without having taken reasonable steps to ensure that the statement was not false or misleading or to ensure that the statement did not omit any matter or thing without which the document would be misleading, as the case may be, is guilty of an offence. (5) A person who makes or authorises the making of a statement without having taken reasonable steps to ensure that the information on which the statement was based: (a) was not false or misleading in a material particular; and (b) did not have omitted from it a matter or thing the omission of which would render the information misleading in a material respect; is, for the purposes of subsection (4), taken to have made or authorised the making of a statement without having taken reasonable steps to ensure that the statement was not false or misleading. (6) For the purposes of subsections (2) and (4), where: (a) at a meeting, a person votes in favour of a resolution approving, or otherwise approves, a document required by or for the purposes of this Act or required to be lodged; and (b) the document contains a statement that, to the person's knowledge, is false or misleading in a material particular, or omits any matter or thing without which the document is, to the person's knowledge, misleading in a material respect; the person is taken to have authorised the making of the statement or the omission of the matter or thing. (7) For the purposes of this section, a statement, report or other document that: (a) relates to affairs of a company or of a subsidiary of a company; and (b) is not itself required by this Act to be laid before the company in general meeting; and (c) is attached to or included with a report of the directors provided under section 314 to members of the company or laid before the company at an annual general meeting of the company; is taken to be part of the report referred to in paragraph (c). (8) A person must not, in connection with an application for an Australian CS facility licence, Australian financial services licence or Australian market licence: (a) make a statement that is false or misleading in a material particular knowing it to be false or misleading; or (b) omit to state any matter or thing knowing that because of that omission the application is misleading in a material respect. (9) For the purposes of this section: (a) a notice under subsection 708AA(2), 708A(5), 1012DAA(2) or 1012DA(5) is taken to be a notice required for the purposes of this Act; and (b) a notice under subsection 708AA(2), 708A(5), 1012DAA(2) or 1012DA(5) is taken to be misleading in a material respect if it fails to comply with paragraph 708AA(7)(d), 708A(6)(e), 1012DAA(7)(e) or 1012DA(6)(f). 1309 False information etc. (1) An officer or employee of a corporation who makes available or gives information, or authorises or permits the making available or giving of information, to: (a) a director, auditor, member, debenture holder or trustee for debenture holders of the corporation; or (b) if the corporation is taken for the purposes of Chapter 2M to be controlled by another corporation-an auditor of the other corporation; or (c) an operator of a financial market (whether the market is operated in Australia or elsewhere) or an officer of such a market; being information, whether in documentary or any other form, that relates to the affairs of the corporation and that, to the knowledge of the officer or employee: (d) is false or misleading in a material particular; or (e) has omitted from it a matter or thing the omission of which renders the information misleading in a material respect; is guilty of an offence. (2) An officer or employee of a corporation who makes available or gives information, or authorises or permits the making available or giving of information, to: (a) a director, auditor, member, debenture holder or trustee for debenture holders of the corporation; or (b) if the corporation is taken for the purposes of Chapter 2M to be controlled by another corporation-an auditor of the other corporation; or (c) an operator of a financial market (whether the market is operated in Australia or elsewhere) or an officer of such a market; being information, whether in documentary or any other form, relating to the affairs of the corporation that: (d) is false or misleading in a material particular; or (e) has omitted f