Commonwealth Consolidated Acts

CORPORATIONS ACT 2001

TABLE OF PROVISIONS

           Long Title

            

CHAPTER 1--Introductory
            

   PART 1.1--PRELIMINARY

   1.      Short title [see Note 1]  
   2.      Commencement [see Note 1]  
   3.      Constitutional basis for this Act  
   4.      Referring States  
   5.      General territorial application of Act  
   5A.     Application to the Crown  
   5B.     ASIC has general administration of this Act  
   5C.     Application of the Acts Interpretation Act 1901  

   PART 1.1A--INTERACTION BETWEEN CORPORATIONS LEGISLATION AND STATE AND TERRITORY LAWS

   5D.     Coverage of Part  
   5E.     Concurrent operation intended  
   5F.     Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter  
   5G.     Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws  
   5H.     Registration of body as company on basis of State or Territory law  
   5I.     Regulations may modify operation of the Corporations legislation to deal with interaction between that legislation and State and Territory laws  

   PART 1.2--INTERPRETATION

           Division 1--General

   6.      Effect of this Part  
   7.      Location of other interpretation provisions  
   9.      Dictionary  
   9A.     Meaning of rights issue  

           Division 2--Associates

   10.     Effect of Division  
   11.     Associates of bodies corporate  
   12.     References in Chapters 6 to 6C, and other references relating to voting power and takeovers etc.  
   13.     References in Chapter 7  
   15.     General  
   16.     Exclusions  
   17.     Associates of composite person that carries on a financial services business  

           Division 3--Carrying on business

   18.     Carrying on business: otherwise than for profit  
   19.     Businesses of a particular kind  
   20.     Carrying on a business: alone or together with others  
   21.     Carrying on business in Australia or a State or Territory  

           Division 5A--Types of company

   45A.    Proprietary companies  

           Division 6--Subsidiaries and related bodies corporate

   46.     What is a subsidiary  
   47.     Control of a body corporate's board  
   48.     Matters to be disregarded  
   49.     References in this Division to a subsidiary  
   50.     Related bodies corporate  
   50AAA.  Associated entities  
   50AA.   Control  

           Division 7--Interpretation of other expressions

   52.     Doing acts  
   52A.    Signing  
   53.     Affairs of a body corporate  
   53AA.   Business affairs of a body corporate  
   53AB.   Business affairs of a natural person  
   53AC.   Business affairs of a partnership  
   53AD.   Business affairs of a trust  
   57.     Classes of shares or interests in managed investment schemes  
   57A.    Meaning of corporation  
   58AA.   Meaning of court and Court  
   58B.    Discharge of obligations under this Act  
   59.     Debentures as consideration for acquisition of shares  
   60.     Declaration of relevant relationships  
   64.     Entering into a transaction in relation to shares or securities  
   64A.    Entities  
   64B.    Entities connected with a corporation  
   65.     Eligible money market dealer  
   66A.    Exempt bodies  
   70.     Extension of period for doing an act  
   73A.    When a court is taken to find a person guilty of an offence  
   75.     Inclusion in official list  
   79.     Involvement in contraventions  
   80.     Jervis Bay Territory taken to be part of the Australian Capital Territory  
   82.     Offers and invitations to the public  
   83.     Officers, and other persons, in default  
   86.     Possession  
   88A.    Public document of a body corporate  
   88B.    Qualified accountants  
   89.     Qualified privilege  
   90.     Receivers and managers  
   92.     Securities  
   95A.    Solvency and insolvency  

           Division 8--Miscellaneous interpretation rules

   100.    Address of registered office etc.  
   100A.   Operation of certain laws relating to instruments on which stamp duty has not been paid  
   101.    Amount of stock representing a number of shares  
   102.    Applications to be in writing  
   102B.   In Australia or elsewhere, in this jurisdiction or elsewhere etc.  
   102C.   In Australia  
   103.    Effect of certain contraventions of this Act  
   104.    Effect of provisions empowering a person to require or prohibit conduct  
   105.    Calculation of time  
   106.    Performance of functions by Commission delegate  
   107.    Notice in relation to top 20 members of a class  
   108.    Parts of dollar to be disregarded in determining majority in value of creditors etc.  
   109.    References to persons, things and matters  
   109X.   Service of documents  

   PART 1.2A--DISCLOSING ENTITIES

           Division 1--Object of Part

   111AA.  Object of Part  

           Division 2--Definitions

   111AB.  Terms defined in Division  
   111AC.  Disclosing entity  
   111AD.  ED securities  
   111AE.  Securities of body or undertaking that is included in a licensed market's official list  
   111AF.  Securities (except debentures and managed investment products) held by 100 or more persons  
   111AFA. Managed investment products held by 100 or more persons  
   111AG.  Securities issued as consideration for an acquisition under an off-market takeover bid or Part 5.1 compromise or arrangement  
   111AH.  When a person holds securities for the purposes of sections 111AF, 111AFA and 111AG  
   111AI.  Debentures  
   111AJ.  Regulations may declare securities not to be ED securities  
   111AK.  ED securities of a disclosing entity  
   111AL.  Listed or unlisted disclosing entity  
   111AM.  Quoted ED securities  

           Division 3--Significance of being a disclosing entity

   111AN.  Division contains outline of significance of being a disclosing entity  
   111AO.  Accounting requirements  
   111AP.  Continuous disclosure requirements  
   111AQ.  Prospectus relief  
   111AQA. Product Disclosure Statement relief  

           Division 4--Exemptions and modifications

   111AR.  Meaning of disclosing entity provisions  
   111AS.  Exemptions by regulations  
   111AT.  Exemptions by ASIC  
   111AU.  Enforcing conditions of exemptions  
   111AV.  Modifications by regulations  
   111AW.  Exemptions and modifications have effect  
   111AX.  Effect of Division  

   PART 1.4--TECHNICAL PROVISIONS ABOUT AIDS FOR READERS

   111J.   Small business guide  

   PART 1.5--SMALL BUSINESS GUIDE
            

CHAPTER 2A--Registering a company
            

   PART 2A.1--WHAT COMPANIES CAN BE REGISTERED

   112.    Types of companies  
   113.    Proprietary companies  
   114.    Minimum of 1 member  
   115.    Restrictions on size of partnerships and associations  
   116.    Trade unions cannot be registered  

   PART 2A.2--HOW A COMPANY IS REGISTERED

   117.    Applying for registration  
   118.    ASIC gives company ACN, registers company and issues certificate  
   119.    Company comes into existence on registration  
   119A.   Jurisdiction of incorporation and jurisdiction of registration  
   120.    Members, directors and company secretary of a company  
   121.    Registered office  
   122.    Expenses incurred in promoting and setting up company  
   123.    Company may have common seal  
            

CHAPTER 2B--Basic features of a company
            

   PART 2B.1--COMPANY POWERS AND HOW THEY ARE EXERCISED

   124.    Legal capacity and powers of a company  
   125.    Constitution may limit powers and set out objects  
   126.    Agent exercising a company's power to make contracts  
   127.    Execution of documents (including deeds) by the company itself  

   PART 2B.2--ASSUMPTIONS PEOPLE DEALING WITH COMPANIES ARE ENTITLED TO MAKE

   128.    Entitlement to make assumptions  
   129.    Assumptions that can be made under section 128  
   130.    Information available to the public from ASIC does not constitute constructive notice  

   PART 2B.3--CONTRACTS BEFORE REGISTRATION

   131.    Contracts before registration  
   132.    Person may be released from liability but is not entitled to indemnity  
   133.    This Part replaces other rights and liabilities  

   PART 2B.4--REPLACEABLE RULES AND CONSTITUTION

   134.    Internal management of companies  
   135.    Replaceable rules  
   136.    Constitution of a company  
   137.    Date of effect of adoption, modification or repeal of constitution  
   138.    ASIC may direct company to lodge consolidated constitution  
   139.    Company must send copy of constitution to member  
   140.    Effect of constitution and replaceable rules  
   141.    Table of replaceable rules  

   PART 2B.5--REGISTERED OFFICE AND PLACES OF BUSINESS

   142.    Registered office  
   143.    ASIC may change address of registered office to a director's address  
   144.    Company's name must be displayed at registered office etc.  
   145.    Opening hours of registered office of public company  
   146.    Change of address of principal place of business  
   146A.   Contact address  

   PART 2B.6--NAMES

           Division 1--Selecting and using a name

   147.    When a name is available  
   148.    A company's name  
   149.    Acceptable abbreviations  
   150.    Exception to requirement for using "Limited" in name  
   151.    Exception to requirement for using "Limited" in name--pre-existing licences  
   152.    Reserving a name  
   153.    Using a name and ACN on documents  
   154.    Exception to requirement to have ACN on receipts  
   155.    Regulations may exempt from requirement to set out information on documents  
   156.    Carrying on business using "Limited", "No Liability" or "Proprietary" in name  

           Division 2--Changing a company's name

   157.    Company changing its name  
   157A.   Change of name of company under external administration  
   158.    ASIC's power to direct company to change its name  
   159.    ASIC's power to include "Limited" in company's name  
   160.    ASIC must issue new certificate if company's name changes  
   161.    Effect of name change  
   161A.   Company under external administration--former name to be used on documents  

   PART 2B.7--CHANGING COMPANY TYPE

   162.    Changing company type  
   163.    Applying for change of type  
   164.    ASIC changes type of company  
   165.    ASIC may direct a proprietary company to change to a public company in certain circumstances  
   166.    Effect of change of type  
   167.    Issue of shares by company or holding company--company limited by guarantee changing to company limited by shares  
   167AA.  Application of Part to company limited both by shares and by guarantee  
            

CHAPTER 2C--Registers
            

   PART 2C.1--REGISTERS GENERALLY

   167A.   Who is covered by this Chapter  
   168.    Registers to be maintained  
   169.    Register of members  
   170.    Register of option holders and copies of options documents  
   171.    Register of debenture holders  
   172.    Location of registers  
   173.    Right to inspect and get copies  
   174.    Agent's obligations  
   175.    Correction of registers  
   176.    Evidentiary value of registers  
   177.    Use of information on registers  
   178.    Overseas branch registers  

   PART 2C.2--NOTICE BY PROPRIETARY COMPANIES OF CHANGES TO MEMBER REGISTER

   178A.   Notice of change to member register  
   178B.   Top 20 only  
   178C.   Notice of change to share structure  
   178D.   Time within which ASIC must be notified  
            

CHAPTER 2D--Officers and employees
            

   PART 2D.1--DUTIES AND POWERS

   179.    Background to duties of directors, other officers and employees  

           Division 1--General duties

   180.    Care and diligence--civil obligation only  
   181.    Good faith--civil obligations  
   182.    Use of position--civil obligations  
   183.    Use of information--civil obligations  
   184.    Good faith, use of position and use of information--criminal offences  
   185.    Interaction of sections 180 to 184 with other laws etc.  
   186.    Territorial application of sections 180 to 184  
   187.    Directors of wholly-owned subsidiaries  
   188.    Responsibility of secretaries and directors for certain contraventions  
   189.    Reliance on information or advice provided by others  
   190.    Responsibility for actions of delegate  
   190A.   Limited application of Division to registrable Australian bodies  
   190B.   Division does not apply to Aboriginal and Torres Strait Islander corporations  

           Division 2--Disclosure of, and voting on matters involving, material personal interests

   191.    Material personal interest--director's duty to disclose  
   192.    Director may give other directors standing notice about an interest  
   193.    Interaction of sections 191 and 192 with other laws etc.  
   194.    Voting and completion of transactions--directors of proprietary companies (replaceable rule--see section 135)  
   195.    Restrictions on voting--directors of public companies only  
   196.    ASIC power to make declarations and class orders  

           Division 3--Duty to discharge certain trust liabilities

   197.    Directors liable for debts and other obligations incurred by corporation as trustee  

           Division 4--Powers

   198A.   Powers of directors (replaceable rule--see section 135)  
   198B.   Negotiable instruments (replaceable rule--see section 135)  
   198C.   Managing director (replaceable rule--see section 135)  
   198D.   Delegation  
   198E.   Single director/shareholder proprietary companies  
   198F.   Right of access to company books  

   PART 2D.2--RESTRICTIONS ON INDEMNITIES, INSURANCE AND TERMINATION PAYMENTS

           Division 1--Indemnities and insurance for officers and auditors

   199A.   Indemnification and exemption of officer or auditor  
   199B.   Insurance premiums for certain liabilities of director, secretary, other officer or auditor  
   199C.   Certain indemnities, exemptions, payments and agreements not authorised and certain documents void  

           Division 2--Termination payments

   200A.   When benefit given in connection with retirement from office  
   200B.   Retirement benefits generally need membership approval  
   200C.   Benefits on transfer of undertaking or property need membership approval  
   200D.   Contravention to receive benefit without member approval  
   200E.   Approval by members  
   200F.   Exempt benefits and benefits given in certain circumstances  
   200G.   Genuine payments of pension and lump sum  
   200H.   Benefits required by law  
   200J.   Benefits to be held in trust for company  

   PART 2D.3--APPOINTMENT, REMUNERATION AND CESSATION OF APPOINTMENT OF DIRECTORS

           Division 1--Appointment of directors

   201A.   Minimum number of directors  
   201B.   Who can be a director  
   201D.   Consent to act as director  
   201E.   Special rules for the appointment of public company directors  
   201F.   Special rules for the appointment of directors for single director/single shareholder proprietary companies  
   201G.   Company may appoint a director (replaceable rule--see section 135)  
   201H.   Directors may appoint other directors (replaceable rule--see section 135)  
   201J.   Appointment of managing directors (replaceable rule--see section 135)  
   201K.   Alternate directors (replaceable rule--see section 135)  
   201L.   Signpost--ASIC to be notified of appointment  
   201M.   Effectiveness of acts by directors  

           Division 2--Remuneration of directors

   202A.   Remuneration of directors (replaceable rule--see section 135)  
   202B.   Members may obtain information about directors' remuneration  
   202C.   Special rule for single director/single shareholder proprietary companies  

           Division 3--Resignation, retirement or removal of directors

   203A.   Director may resign by giving written notice to company (replaceable rule--see section 135)  
   203B.   Signpost to consequences of disqualification from managing corporations  
   203C.   Removal by members--proprietary companies (replaceable rule--see section 135)  
   203D.   Removal by members--public companies  
   203E.   Director cannot be removed by other directors--public companies  
   203F.   Termination of appointment of managing director (replaceable rule--see section 135)  

   PART 2D.4--APPOINTMENT OF SECRETARIES

   204A.   Minimum number of secretaries  
   204B.   Who can be a secretary  
   204C.   Consent to act as secretary  
   204D.   How a secretary is appointed  
   204E.   Effectiveness of acts by secretaries  
   204F.   Terms and conditions of office for secretaries (replaceable rule--see section 135)  
   204G.   Signpost to consequences of disqualification from managing corporations  

   PART 2D.5--PUBLIC INFORMATION ABOUT DIRECTORS AND SECRETARIES

   205A.   Director, secretary or alternate director may notify ASIC of resignation or retirement  
   205B.   Notice of name and address of directors and secretaries to ASIC  
   205C.   Director and secretary must give information to company  
   205D.   Address for officers  
   205E.   ASIC's power to ask for information about person's position as director or secretary  
   205F.   Director must give information to company  
   205G.   Listed company--director to notify market operator of shareholdings etc.  

   PART 2D.6--DISQUALIFICATION FROM MANAGING CORPORATIONS

   206A.   Disqualified person not to manage corporations  
   206B.   Automatic disqualification  
   206BA.  Extension of period of automatic disqualification  
   206C.   Court power of disqualification--contravention of civil penalty provision  
   206D.   Court power of disqualification--insolvency and non-payment of debts  
   206E.   Court power of disqualification--repeated contraventions of Act  
   206EA.  Disqualification under the Trade Practices Act 1974  
   206F.   ASIC's power of disqualification  
   206G.   Court power to grant leave  
   206GA.  Involvement of ACCC--leave orders under section 206G  
   206H.   Territorial application of this Part  
   206HA.  Limited application of Part to registrable Australian bodies  
   206HB.  Part does not apply to Aboriginal and Torres Strait Islander corporations  
            

CHAPTER 2E--Related party transactions
            

   207.    Purpose  

   PART 2E.1--MEMBER APPROVAL NEEDED FOR RELATED PARTY BENEFIT

           Division 1--Need for member approval

   208.    Need for member approval for financial benefit  
   209.    Consequences of breach  

           Division 2--Exceptions to the requirement for member approval

   210.    Arm's length terms  
   211.    Remuneration and reimbursement for officer or employee  
   212.    Indemnities, exemptions, insurance premiums and payment for legal costs for officers  
   213.    Small amounts given to related entity  
   214.    Benefit to or by closely-held subsidiary  
   215.    Benefits to members that do not discriminate unfairly  
   216.    Court order  

           Division 3--Procedure for obtaining member approval

   217.    Resolution may specify matters by class or kind  
   218.    Company must lodge material that will be put to members with ASIC  
   219.    Requirements for explanatory statement to members  
   220.    ASIC may comment on proposed resolution  
   221.    Requirements for notice of meeting  
   222.    Other material put to members  
   223.    Proposed resolution cannot be varied  
   224.    Voting by or on behalf of related party interested in proposed resolution  
   225.    Voting on the resolution  
   226.    Notice of resolution to be lodged  
   227.    Declaration by court of substantial compliance  

   PART 2E.2--RELATED PARTIES AND FINANCIAL BENEFITS

   228.    Related parties  
   229.    Giving a financial benefit  

   PART 2E.3--INTERACTION WITH OTHER RULES

   230.    General duties still apply  
            

CHAPTER 2F--Members' rights and remedies
            

   231.    Membership of a company  

   PART 2F.1--OPPRESSIVE CONDUCT OF AFFAIRS

   232.    Grounds for Court order  
   233.    Orders the Court can make  
   234.    Who can apply for order  
   235.    Requirement for person to lodge order  

   PART 2F.1A--PROCEEDINGS ON BEHALF OF A COMPANY BY MEMBERS AND OTHERS

   236.    Bringing, or intervening in, proceedings on behalf of a company  
   237.    Applying for and granting leave  
   238.    Substitution of another person for the person granted leave  
   239.    Effect of ratification by members  
   240.    Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave  
   241.    General powers of the Court  
   242.    Power of the Court to make costs orders  

   PART 2F.2--CLASS RIGHTS

   246B.   Varying and cancelling class rights  
   246C.   Certain actions taken to vary rights etc.  
   246D.   Variation, cancellation or modification without unanimous support of class  
   246E.   Variation, cancellation or modification with unanimous support of class  
   246F.   Company must lodge documents and resolutions with ASIC  
   246G.   Member's copies of documents and resolutions  

   PART 2F.3--INSPECTION OF BOOKS

   247A.   Order for inspection of books of company or registered managed investment scheme  
   247B.   Ancillary orders  
   247C.   Disclosure of information acquired in inspection  
   247D.   Company or directors may allow member to inspect books (replaceable rule see section 135)  
            

CHAPTER 2G--Meetings
            

   PART 2G.1--DIRECTORS' MEETINGS

           Division 1--Resolutions and declarations without meetings

   248A.   Circulating resolutions of companies with more than 1 director (replaceable rule see section 135)  
   248B.   Resolutions and declarations of 1 director proprietary companies  

           Division 2--Directors' meetings

   248C.   Calling directors' meetings (replaceable rule see section 135)  
   248D.   Use of technology  
   248E.   Chairing directors' meetings (replaceable rule see section 135)  
   248F.   Quorum at directors' meetings (replaceable rule see section 135 )  
   248G.   Passing of directors' resolutions (replaceable rule see section 135)  

   PART 2G.2--MEETINGS OF MEMBERS OF COMPANIES

           Division 1--Resolutions without meetings

   249A.   Circulating resolutions of proprietary companies with more than 1 member  
   249B.   Resolutions of 1 member companies  

           Division 2--Who may call meetings of members

   249C.   Calling of meetings of members by a director (replaceable rule--see section 135)  
   249CA.  Calling of meetings of members of a listed company by a director  
   249D.   Calling of general meeting by directors when requested by members  
   249E.   Failure of directors to call general meeting  
   249F.   Calling of general meetings by members  
   249G.   Calling of meetings of members by the Court  

           Division 3--How to call meetings of members

   249H.   Amount of notice of meetings  
   249HA.  Amount of notice of meetings of listed company  
   249J.   Notice of meetings of members to members and directors  
   249K.   Auditor entitled to notice and other communications  
   249L.   Contents of notice of meetings of members  
   249LA.  Notice of meeting not required to contain certain information  
   249M.   Notice of adjourned meetings (replaceable rule--see section 135)  

           Division 4--Members' rights to put resolutions etc

   249N.   Members' resolutions  
   249O.   Company giving notice of members' resolutions  
   249P.   Members' statements to be distributed  

           Division 5--Holding meetings of members

   249Q.   Purpose  
   249R.   Time and place for meetings of members  
   249S.   Technology  
   249T.   Quorum (replaceable rule--see section 135)  
   249U.   Chairing meetings of members (replaceable rule--see section 135)  
   249V.   Auditor's right to be heard at general meetings  
   249W.   Adjourned meetings  

           Division 6--Proxies and body corporate representatives

   249X.   Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies--see section 135)  
   249Y.   Rights of proxies  
   249Z.   Company sending appointment forms or lists of proxies must send to all members  
   250A.   Appointing a proxy  
   250B.   Proxy documents  
   250BA.  Proxy documents--listed companies  
   250C.   Validity of proxy vote  
   250D.   Body corporate representative  

           Division 7--Voting at meetings of members

   250E.   How many votes a member has (replaceable rule--see section 135)  
   250F.   Jointly held shares (replaceable rule--see section 135)  
   250G.   Objections to right to vote (replaceable rule--see section 135)  
   250H.   Votes need not all be cast in the same way  
   250J.   How voting is carried out (replaceable rule--see section 135)  
   250K.   Matters on which a poll may be demanded  
   250L.   When a poll is effectively demanded  
   250M.   When and how polls must be taken (replaceable rule--see section 135)  

           Division 8--AGMs of public companies

   250N.   Public company must hold AGM  
   250P.   Extension of time for holding AGM  
   250PAA. Exemptions by ASIC--class orders relating to externally-administered companies  
   250PAB. Exemptions by ASIC--individual externally-administered companies  
   250PA.  Written questions to auditor submitted by members of listed company before AGM  
   250R.   Business of AGM  
   250RA.  Auditor required to attend listed company's AGM  
   250S.   Questions and comments by members on company management at AGM  
   250SA.  Listed company--remuneration report  
   250T.   Questions by members of auditors at AGM  

   PART 2G.3--MINUTES AND MEMBERS' ACCESS TO MINUTES

   251A.   Minutes  
   251AA.  Disclosure of proxy votes--listed companies  
   251B.   Members' access to minutes  

   PART 2G.4--MEETINGS OF MEMBERS OF REGISTERED MANAGED INVESTMENT SCHEMES

           Division 1--Who may call meetings of members

   252A.   Calling of meetings of members by responsible entity  
   252B.   Calling of meetings of members by responsible entity when requested by members  
   252C.   Failure of responsible entity to call meeting of the scheme's members  
   252D.   Calling of meetings of members by members  
   252E.   Calling of meetings of members by the Court  

           Division 2--How to call meetings of members

   252F.   Amount of notice of meetings  
   252G.   Notice of meetings of members to members, directors and auditors  
   252H.   Auditors entitled to other communications  
   252J.   Contents of notice of meetings of members  
   252K.   Notice of adjourned meetings  

           Division 3--Members' rights to put resolutions etc

   252L.   Members' resolutions  
   252M.   Responsible entity giving notice of members' resolutions  
   252N.   Members' statements to be distributed  

           Division 4--Holding meetings of members

   252P.   Time and place for meetings of members  
   252Q.   Technology  
   252R.   Quorum  
   252S.   Chairing meetings of members  
   252T.   Auditors' right to be heard at meetings of members  
   252U.   Adjourned meetings  

           Division 5--Proxies and body corporate representatives

   252V.   Who can appoint a proxy  
   252W.   Rights of proxies  
   252X.   Responsible entity sending appointment forms or lists of proxies must send to all members  
   252Y.   Appointing a proxy  
   252Z.   Proxy documents  
   253A.   Validity of proxy vote  
   253B.   Body corporate representative  

           Division 6--Voting at meetings of members

   253C.   How many votes a member has  
   253D.   Jointly held interests  
   253E.   Responsible entity and associates cannot vote if interested in resolution  
   253F.   How to work out the value of an interest  
   253G.   Objections to a right to vote  
   253H.   Votes need not all be cast in the same way  
   253J.   How voting is carried out  
   253K.   Matters on which a poll may be demanded  
   253L.   When a poll is effectively demanded  

           Division 7--Minutes and members' access to minutes

   253M.   Minutes  
   253N.   Members' access to minutes  
            

CHAPTER 2H--Shares
            

   PART 2H.1--ISSUING AND CONVERTING SHARES

   254A.   Power to issue bonus, partly-paid, preference and redeemable preference shares  
   254B.   Terms of issue  
   254C.   No par value shares  
   254D.   Pre-emption for existing shareholders on issue of shares in proprietary company (replaceable rule--see section 135)  
   254E.   Court validation of issue  
   254F.   Bearer shares and stock must not be issued  
   254G.   Conversion of shares  
   254H.   Resolution to convert shares into larger or smaller number  

   PART 2H.2--REDEMPTION OF REDEEMABLE PREFERENCE SHARES

   254J.   Redemption must be in accordance with terms of issue  
   254K.   Other requirements about redemption  
   254L.   Consequences of contravening section 254J or 254K  

   PART 2H.3--PARTLY-PAID SHARES

   254M.   Liability on partly-paid shares  
   254N.   Calls may be limited to when company is externally-administered  
   254P.   No liability companies--calls on shares  
   254Q.   No liability companies--forfeiture and sale of shares for failure to meet call  
   254R.   No liability companies--redemption of forfeited shares  

   PART 2H.4--CAPITALISATION OF PROFITS

   254S.   Capitalisation of profits  

   PART 2H.5--DIVIDENDS

   254T.   Dividends to be paid out of profits  
   254U.   Other provisions about paying dividends (replaceable rule--see section 135)  
   254V.   When does the company incur a debt?  
   254W.   Dividend rights  

   PART 2H.6--NOTICE REQUIREMENTS

   254X.   Notice to ASIC of share issue  
   254Y.   Notice to ASIC of share cancellation  
            

CHAPTER 2J--Transactions affecting share capital
            

   PART 2J.1--SHARE CAPITAL REDUCTIONS AND SHARE BUY-BACKS

   256A.   Purpose  

           Division 1--Reductions in share capital not otherwise authorised by law

   256B.   Company may make reduction not otherwise authorised  
   256C.   Shareholder approval  
   256D.   Consequences of failing to comply with section 256B  
   256E.   Signposts to other relevant provisions  

           Division 2--Share buy-backs

   257A.   The company's power to buy back its own shares  
   257B.   Buy-back procedure--general  
   257C.   Buy-back procedure--shareholder approval if the 10/12 limit exceeded  
   257D.   Buy-back procedure--special shareholder approval for selective buy-back  
   257E.   Buy-back procedure--lodgment of offer documents with ASIC  
   257F.   Notice of intended buy-back  
   257G.   Buy-back procedure--disclosure of relevant information when offer made  
   257H.   Acceptance of offer and transfer of shares to the company  
   257J.   Signposts to other relevant provisions  

           Division 3--Other share capital reductions

   258A.   Unlimited companies  
   258B.   Right to occupy or use real property  
   258C.   Brokerage or c ommission  
   258D.   Cancellation of forfeited shares  
   258E.   Other share cancellations  
   258F.   Reductions because of lost capital  

   PART 2J.2--SELF-ACQUISITION AND CONTROL OF SHARES

   259A.   Directly acquiring own shares  
   259B.   Taking security over own shares or shares in holding company  
   259C.   Issuing or transferring shares to controlled entity  
   259D.   Company controlling entity that holds shares in it  
   259E.   When a company controls an entity  
   259F.   Consequences of failing to comply with section 259A or 259B  

   PART 2J.3--FINANCIAL ASSISTANCE

   260A.   Financial assistance by a company for acquiring shares in the company or a holding company  
   260B.   Shareholder approval  
   260C.   Exempted financial assistance  
   260D.   Consequences of failing to comply with section 260A  

   PART 2J.4--INTERACTION WITH GENERAL DIRECTORS' DUTIES

   260E.   General duties still apply  
            

CHAPTER 2K--Charges
            

   PART 2K.1--PRELIMINARY

   261.    Interpretation and application  

   PART 2K.2--REGISTRATION

   262.    Charges required to be registered  
   263.    Lodgment of notice of charge and copy of instrument  
   264.    Acquisition of property subject to charge  
   265.    Registration of documents relating to charges  
   265A.   Standard time for the purposes of section 265  
   266.    Certain charges void against liquidator or administrator  
   267.    Charges in favour of certain persons void in certain cases  
   268.    Assignment and variation of charges  
   269.    Satisfaction of, and release of property from, charges  
   270.    Lodgment of notices, offences etc.  
   271.    Company to keep documents relating to charges and register of charges  
   272.    Certificates  
   273A.   Application of State and Territory laws to charges required to be registered under this Part  
   273B.   Application of State and Territory laws to transfers, assignments or giving of charges registered under this Part  
   273C.   Application of specified State and Territory laws to crop liens, wool liens and stock mortgages registered under this Part  
   273D.   Sections 273A to 273C do not apply to charges given by company jointly with person who is not a company  
   274.    Power of Court to rectify Register  
   277.    Power to exempt from compliance with certain requirements of Division  

   PART 2K.3--ORDER OF PRIORITY

   278.    Definitions  
   279.    Priorities of charges  
   280.    General priority rules in relation to registered charges  
   281.    General priority rule in relation to unregistered charges  
   282.    Special priority rules  
            

CHAPTER 2L--Debentures
            

   PART 2L.1--REQUIREMENT FOR TRUST DEED AND TRUSTEE

   283AA.  Requirement for trust deed and trustee  
   283AB.  Trust deed  
   283AC.  Who can be a trustee  
   283AD.  Existing trustee continues to act until new trustee takes office  
   283AE.  Replacement of trustee  

   PART 2L.2--DUTIES OF BORROWER

   283BA.  Duties of borrower  
   283BB.  General duties  
   283BC.  Duty to notify ASIC of name of trustee  
   283BD.  Duty to replace trustee  
   283BE.  Duty to inform trustee about charges  
   283BF.  Duty to give trustee and ASIC quarterly reports  
   283BG.  Exceptions  
   283BH.  How debentures may be described  
   283BI.  Offences for failure to comply with statutory duties  

   PART 2L.3--DUTIES OF GUARANTOR

   283CA.  Duties of guarantor  
   283CB.  General duties  
   283CC.  Duty to inform trustee about charges  
   283CD.  Exceptions  
   283CE.  Offences for failure to comply with statutory duties  

   PART 2L.4--TRUSTEE

   283DA.  Trustee's duties  
   283DB.  Exemptions and indemnifications of trustee from liability  
   283DC.  Indemnity  

   PART 2L.5--MEETINGS OF DEBENTURE HOLDERS

   283EA.  Borrower's duty to call meeting  
   283EB.  Trustee's power to call meeting  
   283EC.  Court may order meeting  

   PART 2L.6--CIVIL LIABILITY

   283F.   Civil liability for contravening this Chapter  

   PART 2L.7--ASIC POWERS

   283GA.  ASIC's power to exempt and modify  
   283GB.  ASIC may approve body corporate to be trustee  

   PART 2L.8--COURT

   283HA.  General Court power to give directions and determine questions  
   283HB.  Specific Court powers  

   PART 2L.9--LOCATION OF OTHER DEBENTURE PROVISIONS

   283I.   Signpost to other debenture provisions  
            

CHAPTER 2M--Financial reports and audit
            

   PART 2M.1--OVERVIEW

   285.    Overview of obligations under this Chapter  

   PART 2M.2--FINANCIAL RECORDS

   286.    Obligation to keep financial records  
   287.    Language requirements  
   288.    Physical format  
   289.    Place where records are kept  
   290.    Director access  
   291.    Signposts to other relevant provisions  

   PART 2M.3--FINANCIAL REPORTING

           Division 1--Annual financial reports and directors' reports

   292.    Who has to prepare annual financial reports and directors' reports  
   293.    Small proprietary company--shareholder direction  
   294.    Small proprietary company--ASIC direction  
   295.    Contents of annual financial report  
   295A.   Declaration in relation to listed entity's financial statements by chief executive officer and chief financial officer  
   296.    Compliance with accounting standards and regulations  
   297.    True and fair view  
   298.    Annual directors' report  
   299.    Annual directors' report--general information  
   299A.   Annual directors' report--additional general requirements for listed public companies  
   300.    Annual directors' report--specific information  
   300A.   Annual directors' report--specific information to be provided by listed companies  
   301.    Audit of annual financial report  

           Division 2--Half-year financial report and directors' report

   302.    Disclosing entity must prepare half-year financial report and directors' report  
   303.    Contents of half-year financial report  
   304.    Compliance with accounting standards and regulations  
   305.    True and fair view  
   306.    Half-year directors' report  

           Division 3--Audit and auditor's report

   307.    Audit  
   307A.   Audit to be conducted in accordance with auditing standards  
   307B.   Audit working papers to be retained for 7 years  
   307C.   Auditor's independence declaration  
   308.    Auditor's report on annual financial report  
   309.    Auditor's report on half-year financial report  
   310.    Auditor's power to obtain information  
   311.    Reporting to ASIC  
   312.    Assisting auditor  
   313.    Special provisions on audit of debenture issuers and guarantors  

           Division 4--Annual financial reporting to members

   314.    Annual financial reporting to members  
   315.    Deadline for reporting to members  
   316.    Member's choices for annual financial information  
   317.    Consideration of reports at AGM  
   318.    Additional reporting by debenture issuers  

           Division 5--Lodging reports with ASIC

   319.    Lodgment of annual reports with ASIC  
   320.    Lodgment of half-year reports with ASIC  
   321.    ASIC power to require lodgment  
   322.    Relodgment if financial statements or directors' reports amended after lodgment  

           Division 6--Special provisions about consolidated financial statements

   323.    Directors and officers of controlled entity to give information  
   323A.   Auditor's power to obtain information from controlled entity  
   323B.   Controlled entity to assist auditor  
   323C.   Application of Division to entity that has ceased to be controlled  

           Division 7--Financial years and half-years

   323D.   Financial years and half-years  

           Division 8--Disclosure by listed companies of information filed overseas

   323DA.  Listed companies to disclose information filed overseas  

           Division 9--Reference of financial report to the Financial Reporting Panel

              Subdivision A--Preliminary

   323EA.  Financial reports to which Division applies  
   323EB.  Referral of financial report to Financial Reporting Panel  

              Subdivision B--Referral by ASIC

   323EC.  ASIC may refer financial report to the Financial Reporting Panel  
   323ED.  ASIC to notify lodging entity of proposed referral  
   323EE.  Lodging entity to respond to ASIC notice  
   323EF.  Referral to Financial Reporting Panel  

              Subdivision C--Referral by lodging entity

   323EG.  Lodging entity may refer financial report to the Financial Reporting Panel with ASIC's consent  
   323EH.  Lodging entity to apply to ASIC for consent to proposed referral  
   323EI.  Referral to Financial Reporting Panel  

              Subdivision D--Financial Reporting Panel dealing with reference

   323EJ.  Financial Reporting Panel to obtain submissions from ASIC and lodging entity  
   323EK.  Financial Reporting Panel to consider and report on financial report referred to it under section 323EC or 323EG  
   323EL.  Power of Financial Reporting Panel to dismiss referral  
   323EM.  Court, or tribunal of fact, may have regard to Financial Reporting Panel report  

   PART 2M.4--APPOINTMENT AND REMOVAL OF AUDITORS

           Division 1--Entities that may be appointed as an auditor for a company or registered scheme

   324AA.  Individual auditors, audit firms and authorised audit companies  
   324AB.  Effect of appointing firm as auditor--general  
   324AC.  Effect of appointing firm as auditor--reconstitution of firm  
   324AD.  Effect of appointing company as auditor  
   324AE.  Professional members of the audit team  
   324AF.  Lead and review auditors  

           Division 2--Registration requirements

   324BA.  Registration requirements for appointment of individual as auditor  
   324BB.  Registration requirements for appointment of firm as auditor  
   324BC.  Registration requirements for appointment of company as auditor  
   324BD.  Exception from registration requirement for proprietary company  

           Division 3--Auditor independence

              Subdivision A--General requirement

   324CA.  General requirement for auditor independence--auditors  
   324CB.  General requirement for auditor independence--member of audit firm  
   324CC.  General requirement for auditor independence--director of audit company  
   324CD.  Conflict of interest situation  

              Subdivision B--Specific requirements

   324CE.  Auditor independence--specific requirements for individual auditor  
   324CF.  Auditor independence--specific requirements for audit firm  
   324CG.  Auditor independence--specific requirements for audit company  
   324CH.  Relevant relationships  
   324CI.  Special rule for retiring partners of audit firms and retiring directors of authorised audit companies  
   324CJ.  Special rule for retiring professional member of audit company  
   324CK.  Multiple former audit firm partners or audit company directors  

              Subdivision C--Common provisions

   324CL.  People who are regarded as officers of a company for the purposes of this Division  

           Division 4--Deliberately disqualifying auditor

   324CM.  Deliberately disqualifying auditor  

           Division 5--Auditor rotation for listed companies

   324DA.  Limited term for eligibility to play significant role in audit of a listed company or listed registered scheme  
   324DB.  Individual's rotation obligation  
   324DC.  Audit firm's rotation obligation  
   324DD.  Audit company's rotation obligation  

           Division 6--Appointment, removal and fees of auditors for companies

              Subdivision A--Appointment of company auditors

   325.    Appointment of auditor by proprietary company  
   327A.   Public company auditor (initial appointment of auditor)  
   327B.   Public company auditor (annual appointments at AGMs to fill vacancies)  
   327C.   Public company auditor (appointment to fill casual vacancy)  
   327D.   Appointment to replace auditor removed from office  
   327E.   ASIC may appoint public company auditor if auditor removed but not replaced  
   327F.   ASIC's general power to appoint public company auditor  
   327G.   Restrictions on ASIC's powers to appoint public company auditor  
   327H.   Effect on appointment of public company auditor of company beginning to be controlled by a corporation  
   327I.   Remaining auditors may act during vacancy  
   328A.   Auditor's consent to appointment  
   328B.   Nomination of auditor  

              Subdivision B--Removal and resignation of company auditors

   329.    Removal and resignation of auditors  
   330.    Effect of winding up on office of auditor  

              Subdivision C--Company auditors' fees and expenses

   331.    Fees and expenses of auditors  

           Division 7--Appointment, removal and fees of auditors for registered schemes

              Subdivision A--Appointment of registered scheme auditors

   331AAA. Registered scheme auditor (initial appointment of auditor)  
   331AAB. Registered scheme auditor (appointment to fill vacancy)  
   331AAC. ASIC's power to appoint registered scheme auditor  
   331AAD. Remaining auditors may act during vacancy  

              Subdivision B--Removal and resignation of registered scheme auditors

   331AC.  Removal and resignation of auditors  
   331AD.  Effect of winding up on office of auditor  

              Subdivision C--Fees and expenses of auditors

   331AE.  Fees and expenses of auditors  

   PART 2M.5--ACCOUNTING AND AUDITING STANDARDS

   334.    Accounting standards  
   335.    Equity accounting  
   336.    Auditing standards  
   337.    Interpretation of accounting and auditing standards  
   338.    Evidence of text of accounting standard or auditing standard  

   PART 2M.6--EXEMPTIONS AND MODIFICATIONS

   340.    Exemption orders--companies, registered schemes and disclosing entities  
   341.    Exemption orders--class orders for companies, registered schemes and disclosing entities  
   342.    Exemption orders--criteria for orders for companies, registered schemes and disclosing entities  
   342AA.  Exemption orders--non-auditor members and former members of audit firms; former employees of audit companies  
   342AB.  Exemption orders--class orders for non-auditor members etc.  
   342AC.  Exemption orders--criteria for orders for non-auditor members etc.  
   342A.   ASIC's power to modify the operation of section 324DA  
   342B.   Auditor to notify company or registered scheme of section 342A declaration  
   343.    Modification by regulations  

   PART 2M.7--SANCTIONS FOR CONTRAVENTIONS OF CHAPTER

   344.    Contravention of Part 2M.2 or 2M.3  
            

CHAPTER 2N--Updating ASIC information about companies and registered schemes
            

   PART 2N.1--REVIEW DATE

   345A.   Review date  
   345B.   Company or responsible entity may change review date  
   345C.   When choice has effect  

   PART 2N.2--EXTRACT OF PARTICULARS

   346A.   ASIC must give an extract of particulars each year  
   346B.   ASIC may ask questions  
   346C.   Requirements in relation to an extract of particulars  

   PART 2N.3--SOLVENCY RESOLUTION

   347A.   Directors must pass a solvency resolution after each review date  
   347B.   Notice to ASIC  
   347C.   Payment of review fee is taken to be a representation by the directors that the company is solvent  

   PART 2N.4--RETURN OF PARTICULARS

   348A.   ASIC may give a return of particulars  
   348B.   ASIC may ask questions  
   348C.   ASIC may require a solvency resolution and statement  
   348D.   General requirements in relation to a return of particulars  

   PART 2N.5--NOTICE BY PROPRIETARY COMPANIES OF CHANGES TO ULTIMATE HOLDING COMPANY

   349A.   Proprietary companies must notify ASIC of changes to ultimate holding company  
   349B.   Another company becomes an ultimate holding company  
   349C.   A company ceases to be an ultimate holding company  
   349D.   Ultimate holding company changes its name  
            

CHAPTER 2P--Lodgments with ASIC
            

   350.    Forms for documents to be lodged with ASIC  
   351.    Signing documents lodged with ASIC  
   352.    Documents lodged with ASIC electronically  
   353.    Electronic lodgment of certain documents  
   354.    Telephone notice of certain changes  
            

CHAPTER 5--External administration
            

   PART 5.1--ARRANGEMENTS AND RECONSTRUCTIONS

   410.    Interpretation  
   411.    Administration of compromises etc.  
   412.    Information as to compromise with creditors  
   413.    Provisions for facilitating reconstruction and amalgamation of Part 5.1 bodies  
   414.    Acquisition of shares of shareholders dissenting from scheme or contract approved by majority  
   415.    Notification of appointment of scheme manager and power of Court to require report  

   PART 5.2--RECEIVERS, AND OTHER CONTROLLERS, OF PROPERTY OF CORPORATIONS

   416.    Definitions  
   417.    Application of Part  
   418.    Persons not to act as receivers  
   418A.   Court may declare whether controller is validly acting  
   419.    Liability of controller  
   419A.   Liability of controller under pre-existing agreement about property used by corporation  
   420.    Powers of receiver  
   420A.   Controller's duty of care in exercising power of sale  
   420B.   Court may authorise managing controller to dispose of property despite prior charge  
   420C.   Receiver's power to carry on corporation's business during winding up  
   421.    Managing controller's duties in relation to bank accounts and financial records  
   421A.   Managing controller to report within 2 months about corporation's affairs  
   422.    Reports by receiver or managing controller  
   423.    Supervision of controller  
   424.    Controller may apply to Court  
   425.    Court's power to fix receiver's remuneration  
   426.    Controller has qualified privilege in certain cases  
   427.    Notification of matters relating to controller  
   428.    Statement that receiver appointed or other controller acting  
   429.    Officers to report to controller about corporation's affairs  
   430.    Controller may require reports  
   431.    Controller may inspect books  
   432.    Lodging controller's accounts  
   433.    Payment of certain debts, out of property subject to floating charge, in priority to claims under charge  
   434.    Enforcing controller's duty to make returns  
   434A.   Court may remove controller for misconduct  
   434B.   Court may remove redundant controller  
   434C.   Effect of sections 434A and 434B  
   434D.   Appointment of 2 or more receivers of property of a corporation  
   434E.   Appointment of 2 or more receivers and managers of property of a corporation  
   434F.   Appointment of 2 or more controllers of property of a corporation  
   434G.   Appointment of 2 or more managing controllers of property of a corporation  

   PART 5.3A--ADMINISTRATION OF A COMPANY'S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF COMPANY ARRANGEMENT

           Division 1--Preliminary

   435A.   Object of Part  
   435B.   Definitions  
   435C.   When administration begins and ends  

           Division 2--Appointment of administrator and first meeting of creditors

   436A.   Company may appoint administrator if board thinks it is or will become insolvent  
   436B.   Liquidator may appoint administrator  
   436C.   Chargee may appoint administrator  
   436D.   Company already under administration  
   436DA.  Declarations by administrator--indemnities and relevant relationships  
   436E.   Purpose and timing of first meeting of creditors  
   436F.   Functions of committee of creditors  
   436G.   Membership of committee  

           Division 3--Administrator assumes control of company's affairs

   437A.   Role of administrator  
   437B.   Administrator acts as company's agent  
   437C.   Powers of other officers suspended  
   437D.   Only administrator can deal with company's property  
   437E.   Order for compensation where officer involved in void transaction  
   437F.   Effect of administration on company's members  

           Division 4--Administrator investigates company's affairs

   438A.   Administrator to investigate affairs and consider possible courses of action  
   438B.   Directors to help administrator  
   438C.   Administrator's rights to company's books  
   438D.   Reports by administrator  
   438E.   Administrator's accounts  

           Division 5--Meeting of creditors decides company's future

   439A.   Administrator to convene meeting and inform creditors  
   439B.   Conduct of meeting  
   439C.   What creditors may decide  

           Division 6--Protection of company's property during administration

   440A.   Winding up company  
   440B.   Charge unenforceable  
   440BA.  Liens and pledges  
   440BB.  Distress for rent must not be carried out  
   440C.   Owner or lessor cannot recover property used by company  
   440D.   Stay of proceedings  
   440E.   Administrator not liable in damages for refusing consent  
   440F.   Suspension of enforcement process  
   440G.   Duties of court officer in relation to property of company  
   440H.   Lis pendens taken to exist  
   440J.   Administration not to trigger liability of director or relative under guarantee of company's liability  
   440JA.  Property subject to a banker's lien--exemption from this Division  

           Division 7--Rights of chargee, lienee, pledgee, owner or lessor

   441A.   Where chargee acts before or during decision period  
   441B.   Where enforcement of charge begins before administration  
   441C.   Charge on perishable property  
   441D.   Court may limit powers of chargee etc. in relation to charged property  
   441E.   Giving a notice under a charge  
   441F.   Where recovery of property begins before administration  
   441G.   Recovering perishable property  
   441H.   Court may limit powers of receiver etc. in relation to property used by company  
   441J.   Giving a notice under an agreement about property  
   441JA.  Sale of property subject to a lien or pledge  
   441K.   Effect of Division  

           Division 8--Powers of administrator

   442A.   Additional powers of administrator  
   442B.   Dealing with property subject to a floating charge that has crystallised  
   442C.   When administrator may dispose of encumbered property  
   442CA.  Property subject to a lien or pledge--inspection or examination by potential purchasers etc.  
   442CB.  Property subject to a lien or pledge or to a retention of title clause--administrator's duty of care in exercising power of sale  
   442CC.  Proceeds of sale of property  
   442D.   Administrator's powers subject to powers of chargee, receiver etc.  
   442E.   Administrator has qualified privilege  
   442F.   Protection of persons dealing with administrator  

           Division 9--Administrator's liability and indemnity for debts of administration

              Subdivision A--Liability

   443A.   General debts  
   443B.   Payments for property used or occupied by, or in the possession of, the company  
   443BA.  Certain taxation liabilities  
   443C.   Administrator not otherwise liable for company's debts  

              Subdivision B--Indemnity

   443D.   Right of indemnity  
   443E.   Right of indemnity has priority over other debts  
   443F.   Lien to secure indemnity  

           Division 10--Execution and effect of deed of company arrangement

   444A.   Effect of creditors' resolution  
   444B.   Execution of deed  
   444C.   Creditor etc. not to act inconsistently with deed before its execution  
   444D.   Effect of deed on creditors  
   444DA.  Giving priority to eligible employee creditors  
   444DB.  Superannuation contribution debts not admissible to proof  
   444E.   Protection of company's property from persons bound by deed  
   444F.   Court may limit rights of secured creditor or owner or lessor  
   444G.   Effect of deed on company, officers and members  
   444GA.  Transfer of shares  
   444H.   Extent of release of company's debts  
   444J.   Guarantees and indemnities  

           Division 11--Variation, termination and avoidance of deed

   445A.   Variation of deed by creditors  
   445B.   Court may cancel variation  
   445C.   When deed terminates  
   445CA.  When creditors may terminate deed  
   445D.   When Court may terminate deed  
   445E.   Creditors may terminate deed and resolve that company be wound up  
   445F.   Meeting of creditors to consider proposed variation or termination of deed  
   445FA.  Notice of termination of deed  
   445G.   When Court may void or validate deed  
   445H.   Effect of termination or avoidance  

           Division 11A--Deed administrator's accounts

   445J.   Deed administrator's accounts  

           Division 12--Transition to creditors' voluntary winding up

   446A.   Administrator becomes liquidator in certain cases  
   446B.   Regulations may provide for transition in other cases  
   446C.   Liquidator may require submission of a report about the company's affairs  

           Division 13--Powers of Court

   447A.   General power to make orders  
   447B.   Orders to protect creditors during administration  
   447C.   Court may declare whether administrator validly appointed  
   447D.   Administrator may seek directions  
   447E.   Supervision of administrator of company or deed  
   447F.   Effect of Division  

           Division 14--Qualifications of administrators

   448A.   Appointee must consent  
   448B.   Administrator must be registered liquidator  
   448C.   Disqualification of person connected with company  
   448D.   Disqualification of insolvent under administration  

           Division 15--Removal, replacement and remuneration of administrator

   449A.   Appointment of administrator cannot be revoked  
   449B.   Court may remove administrator  
   449C.   Vacancy in office of administrator of company  
   449CA.  Declarations by administrator--indemnities and relevant relationships  
   449D.   Vacancy in office of administrator of deed of company arrangement  
   449E.   Remuneration of administrator  

           Division 16--Notices about steps taken under Part

   450A.   Appointment of administrator  
   450B.   Execution of deed of company arrangement  
   450C.   Failure to execute deed of company arrangement  
   450D.   Termination of deed of company arrangement  
   450E.   Notice in public documents etc. of company  
   450F.   Effect of contravention of this Division  

           Division 17--Miscellaneous

   451A.   Appointment of 2 or more administrators of company  
   451B.   Appointment of 2 or more administrators of deed of company arrangement  
   451C.   Effect of things done during administration of company  
   451D.   Time for doing act does not run while act prevented by this Part  

   PART 5.4--WINDING UP IN INSOLVENCY

           Division 1--When company to be wound up in insolvency

   459A.   Order that insolvent company be wound up in insolvency  
   459B.   Order made on application under section 234, 462 or 464  
   459C.   Presumptions to be made in certain proceedings  
   459D.   Contingent or prospective liability relevant to whether company solvent  

           Division 2--Statutory demand

   459E.   Creditor may serve statutory demand on company  
   459F.   When company taken to fail to comply with statutory demand  

           Division 3--Application to set aside statutory demand

   459G.   Company may apply  
   459H.   Determination of application where there is a dispute or offsetting claim  
   459J.   Setting aside demand on other grounds  
   459K.   Effect of order setting aside demand  
   459L.   Dismissal of application  
   459M.   Order subject to conditions  
   459N.   Costs where company successful  

           Division 4--Application for order to wind up company in insolvency

   459P.   Who may apply for order under section 459A  
   459Q.   Application relying on failure to comply with statutory demand  
   459R.   Period within which application must be determined  
   459S.   Company may not oppose application on certain grounds  
   459T.   Application to wind up joint debtors in insolvency  

   PART 5.4A--WINDING UP BY THE COURT ON OTHER GROUNDS

   461.    General grounds on which company may be wound up by Court  
   462.    Standing to apply for winding up  
   464.    Application for winding up in connection with investigation under ASIC Act  

   PART 5.4B--WINDING UP IN INSOLVENCY OR BY THE COURT

           Division 1--General

   465A.   Notice of application  
   465B.   Substitution of applicants  
   465C.   Applicant to be given notice of grounds for opposing application  
   466.    Payment of preliminary costs etc.  
   467.    Court's powers on hearing application  
   467A.   Effect of defect or irregularity on application under Part 5.4 or 5.4A  
   467B.   Court may order winding up of company that is being wound up voluntarily  
   468.    Avoidance of dispositions of property, attachments etc.  
   468A.   Effect of winding up on company's members  
   469.    Application to be lis pendens  
   470.    Certain notices to be lodged  

           Division 1A--Effect of winding up order

   471.    Effect on creditors and contributories  
   471A.   Powers of other officers suspended during winding up  
   471B.   Stay of proceedings and suspension of enforcement process  
   471C.   Secured creditor's rights not affected  

           Division 2--Court-appointed liquidators

   472.    Court to appoint official liquidator  
   473.    General provisions about liquidators  
   474.    Custody and vesting of company's property  
   475.    Report as to company's affairs to be submitted to liquidator  
   476.    Preliminary report by liquidator  
   477.    Powers of liquidator  
   478.    Application of property; list of contributories  
   479.    Exercise and control of liquidator's powers  
   480.    Release of liquidator and deregistration of company  
   481.    Orders for release or deregistration  

           Division 3--General powers of Court

              Subdivision A--General powers

   482.    Power to stay or terminate winding up  
   483.    Delivery of property to liquidator  
   484.    Appointment of special manager  
   485.    Claims of creditors and distribution of property  
   486.    Inspection of books by creditors and contributories  
   486A.   Court may make order to prevent officer or related entity from avoiding liability to company  
   486B.   Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with winding up  
   487.    Power to arrest absconding contributory  
   488.    Delegation to liquidator of certain powers of Court  
   489.    Powers of Court cumulative  

              Subdivision B--Procedures relating to section 486B warrants

   489A.   Arrest of person subject to warrant  
   489B.   Procedure after arrest  
   489C.   Procedure on remand on bail  
   489D.   Court's power to make orders under section 486A, 598 or 1323  
   489E.   Jurisdiction under this Subdivision  

   PART 5.5--VOLUNTARY WINDING UP

           Division 1--Resolution for winding up

   490.    When company cannot wind up voluntarily  
   491.    Circumstances in which company may be wound up voluntarily  
   493.    Effect of voluntary winding up  
   493A.   Effect of voluntary winding up on company's members  
   494.    Declaration of solvency  

           Division 2--Members' voluntary winding up

   495.    Liquidators  
   496.    Duty of liquidator where company turns out to be insolvent  

           Division 3--Creditors' voluntary winding up

   497.    Meeting of creditors  
   498.    Power to adjourn meeting  
   499.    Liquidators  
   500.    Execution and civil proceedings  

           Division 4--Voluntary winding up generally

   501.    Distribution of property of company  
   502.    Appointment of liquidator  
   503.    Removal of liquidator  
   504.    Review of liquidator's remuneration  
   505.    Acts of liquidator valid etc.  
   506.    Powers and duties of liquidator  
   506A.   Declarations by liquidator--relevant relationships  
   507.    Power of liquidator to accept shares etc. as consideration for sale of property of company  
   508.    Annual obligations of liquidator--meeting or report  
   509.    Final meeting and deregistration  
   510.    Arrangement: when binding on creditors  
   511.    Application to Court to have questions determined or powers exercised  

   PART 5.6--WINDING UP GENERALLY

           Division 1--Preliminary

   513.    Application of Part  

           Division 1A--When winding up taken to begin

   513A.   Winding up ordered by the Court  
   513B.   Voluntary winding up  
   513C.   Section 513C day in relation to an administration under Part 5.3A  
   513D.   Validity of proceedings in earlier winding up  

           Division 2--Contributories

   514.    Where Division applies  
   515.    General liability of contributory  
   516.    Company limited by shares  
   517.    Company limited by guarantee  
   518.    Company limited both by shares and by guarantee  
   519.    Exceptions for former unlimited company  
   520.    Past member: later debts  
   521.    Person ceasing to be a member a year or more before winding up  
   522.    Present members to contribute first  
   523.    Past member of former unlimited company  
   524.    Past member of former limited company  
   526.    Liability on certain contracts  
   527.    Nature of contributory's liability  
   528.    Death of contributory  
   529.    Bankruptcy of contributory  

           Division 3--Liquidators

   530.    Appointment of 2 or more liquidators of a company  
   530AA.  Appointment of 2 or more provisional liquidators of a company  
   530A.   Officers to help liquidator  
   530B.   Liquidator's rights to company's books  
   530C.   Warrant to search for, and seize, company's property or books  
   531.    Books to be kept by liquidator  
   532.    Disqualification of liquidator  
   533.    Reports by liquidator  
   534.    Prosecution by liquidator of delinquent officers and members  
   535.    When liquidator has qualified privilege  
   536.    Supervision of liquidators  
   537.    Notice of appointment and address of liquidator  
   538.    Regulations relating to money etc. received by liquidator  
   539.    Liquidator's accounts  
   540.    Liquidator to remedy defaults  

           Division 4--General

   541.    Notification that company is in liquidation  
   542.    Books of company  
   543.    Investment of surplus funds on general account  
   544.    Unclaimed money to be paid to ASIC  
   545.    Expenses of winding up where property insufficient  
   546.    Resolutions passed at adjourned meetings of creditors and contributories  
   547.    Meetings to ascertain wishes of creditors or contributories  

           Division 5--Committees of inspection

   548.    Convening of meetings by liquidator for appointment of committee of inspection--company not in pooled group  
   548A.   Convening of meeting for appointment of committee of inspection--pooled group  
   549.    Proceedings of committee of inspection  
   550.    Vacancies on committee of inspection  
   551.    Member of committee not to accept extra benefit  
   552.    Powers of Court where no committee of inspection  

           Division 6--Proof and ranking of claims

              Subdivision A--Admission to proof of debts and claims

   553.    Debts or claims that are provable in winding up  
   553A.   Member cannot prove debt unless contributions paid  
   553AA.  Selling shareholder cannot prove debt unless documents given  
   553AB.  Superannuation contribution debts not admissible to proof  
   553B.   Insolvent companies--penalties and fines not generally provable  
   553C.   Insolvent companies--mutual credit and set-off  
   553D.   Debts or claims may be proved formally or informally  
   553E.   Application of Bankruptcy Act to winding up of insolvent company  

              Subdivision B--Computation of debts and claims

   554.    General rule--compute amount as at relevant date  
   554A.   Determination of value of debts and claims of uncertain value  
   554B.   Discounting of debts payable after relevant date  
   554C.   Conversion into Australian currency of foreign currency debts or claims  

              Subdivision C--Special provisions relating to secured creditors of insolvent companies

   554D.   Application of Subdivision  
   554E.   Proof of debt by secured creditor  
   554F.   Redemption of security by liquidator  
   554G.   Amendment of valuation  
   554H.   Repayment of excess  
   554J.   Subsequent realisation of security  

              Subdivision D--Priorities

   555.    Debts and claims proved to rank equally except as otherwise provided  
   556.    Priority payments  
   558.    Debts due to employees  
   559.    Debts of a class to rank equally  
   560.    Advances for company to make priority payments in relation to employees  
   561.    Priority of employees' claims over floating charges  
   562.    Application of proceeds of contracts of insurance  
   562A.   Application of proceeds of contracts of reinsurance  
   563.    Provisions relating to injury compensation  
   563AA.  Seller under a buy-back agreement  
   563A.   Member's debts to be postponed until other debts and claims satisfied  
   563AAA. Redemption of debentures  

              Subdivision E--Miscellaneous

   563B.   Interest on debts and claims from relevant date to date of payment  
   563C.   Debt subordination  
   564.    Power of Court to make orders in favour of certain creditors  

           Division 7--Effect on certain transactions

   565.    Undue preference  
   566.    Effect of floating charge  
   567.    Liquidator's right to recover in respect of certain transactions  

           Division 7A--Disclaimer of onerous property

   568.    Disclaimer by liquidator; application to Court by party to contract  
   568A.   Liquidator must give notice of disclaimer  
   568B.   Application to set aside disclaimer before it takes effect  
   568C.   When disclaimer takes effect  
   568D.   Effect of disclaimer  
   568E.   Application to set aside disclaimer after it has taken effect  
   568F.   Court may dispose of disclaimed property  

           Division 7B--Effect on enforcement process against company's property

   569.    Executions, attachments etc. before winding up  
   570.    Duties of sheriff after receiving notice of application  

           Division 8--Pooling

              Subdivision A--Pooling determinations

   571.    Pooling determination  
   572.    Variation of pooling determination  
   573.    Lodgment of copy of pooling determination etc.  
   574.    Eligible unsecured creditors must approve the making or variation of a pooling determination  
   575.    Members' voluntary winding up--copy of notice etc. to be given to each member of the company  
   576.    Conduct of meeting  
   577.    Eligible unsecured creditors may decide to approve the determination or variation  
   578.    When pooling determination comes into force etc.  
   579.    Duties of liquidator  
   579A.   Court may vary or terminate pooling determination