Commonwealth Consolidated Acts Commonwealth Consolidated ActsUnless the contrary intention appears:
"AASB" means the Australian Accounting Standards Board.
"ABN" (short for "Australian Business Number") has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999 .
"Aboriginal and Torres Strait Islander corporation means a corporation registered under the Corporations (Aboriginal and Torres Strait" Islander) Act 2006 .
"accounting standard" means:
(a) an instrument in force under section 334; or
(b) a provision of such an instrument as it so has effect.
"ACN" (short for "Australian Company Number") is the number given by ASIC to a company on registration (see sections 118 and 601BD).
"acquire" , in relation to financial products, when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.
"act" includes thing.
"administration" , in relation to a company, has the meaning given by section 435C.
(a) in relation to a body corporate but not in relation to a deed of company arrangement:
(i) means an administrator of the body or entity appointed under Part 5.3A; and
(iii) if 2 or more persons are appointed under that Part as administrators of the body or entity--has a meaning affected by paragraph 451A(2)(b); or
(b) in relation to a deed of company arrangement:
(i) means an administrator of the deed appointed under Part 5.3A; and
(ii) if 2 or more persons are appointed under that Part as administrators of the deed--has a meaning affected by paragraph 451B(2)(b).
"admit to quotation" : financial products are admitted to quotation on a market if the market operator has given unconditional permission for quotation of the financial products on the market.
"affairs" , in relation to a body corporate, has, in the provisions referred to in section 53, a meaning affected by that section.
"affidavit" includes affirmation.
"agency" means an agency, authority, body or person.
"AGM" means an annual general meeting of a company that section 250N requires to be held.
"agreement" , in Chapter 6 or 7, means a relevant agreement.
"amount" includes a nil amount and zero.
"ancillary offence" , in relation to another offence, means an offence against:
(a) section 5, 6, 7 or 7A of the Crimes Act 1914 ; or
(b) subsection 86(1) of that Act by virtue of paragraph 86(1)(a) of that Act;
being an offence that is related to that other offence.
"APRA" means the Australian Prudential Regulation Authority.
"arbitrage transaction" means a purchase or sale of financial products effected in the ordinary course of trading on a financial market together with an offsetting sale or purchase of those financial products effected at the same time, or at as nearly the same time as practicable, in the ordinary course of trading on another financial market for the purpose of obtaining a profit from the difference between the prices of those financial products in the 2 financial markets.
"ARBN" (short for "Australian Registered Body Number") is the number given by ASIC to a registrable body on registration under Part 5B.2.
"arrangement" , in Part 5.1, includes a reorganisation of the share capital of a body corporate by the consolidation of shares of different classes, by the division of shares into shares of different classes, or by both of those methods.
"ARSN" (short for "Australian Registered Scheme Number") is the number given by ASIC to a registered scheme on registration (see section 601EB).
"ASIC" means the Australian Securities and Investments Commission.
"ASIC Act" means the Australian Securities and Investments Commission Act 2001 and includes the regulations made under that Act.
"ASIC database" means so much of the national companies database kept by ASIC as consists of:
(a) some or all of a register kept by ASIC under this Act; or
(b) information set out in a document lodged under this Act;
but does not include ASIC's document imaging system.
"assets" , in relation to a financial services licensee, means all the licensee's assets (whether or not used in connection with the licensee's Australian financial services licence).
"associate" has the meaning given by sections 10 to 17.
"associated entity" has the meaning given by section 50AAA.
"AUASB" means the Auditing and Assurance Standards Board.
"audit" means an audit conducted for the purposes of this Act and includes a review of a financial report for a half-year conducted for the purposes of this Act.
"audit activity" : see the definition of engage in audit activity .
"audit company" means a company that consents to be appointed, or is appointed, as auditor of a company or registered scheme.
"audit-critical employee" , in relation to a company, or the responsible entity for a registered scheme, that is the audited body for an audit, means a person who:
(a) is an employee of the company or of the responsible entity for the registered scheme; and
(b) is able, because of the position in which the person is employed, to exercise significant influence over:
(i) a material aspect of the contents of the financial report being audited; or
(ii) the conduct or efficacy of the audit.
"audited body" , in relation to an audit of a company or registered scheme, means the company or registered scheme in relation to which the audit is, or is to be, conducted.
"audit firm" means a firm that consents to be appointed, or is appointed, as auditor of a company or registered scheme.
(a) a standard in force under section 336; or
(b) a provision of such a standard as it so has effect.
"auditor independence requirements of this Act" means the requirements of Divisions 3, 4 and 5 of Part 2M.4.
"Australia" , when used in a geographical sense, does not include an external Territory.
Note: Paragraph 17(a) of the Acts Interpretation Act 1901 would otherwise provide that Australia included the Territory of Christmas Island and the Territory of Cocos (Keeling) Islands.
(a) an ADI (authorised deposit‑taking institution) within the meaning of the Banking Act 1959 ; and
(b) a person who carries on State banking within the meaning of paragraph 51(xiii) of the Constitution.
"Australian bank" means an Australian ADI that is permitted under section 66 of the Banking Act 1959 to assume or use:
(a) the word bank, banker or banking; or
(b) any other word (whether or not in English) that is of like import to a word referred to in paragraph (a).
"Australian court" means a federal court or a court of a State or Territory.
"Australian CS facility licence" , when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.
"Australian financial services licence" , when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.
"Australian law" means a law of the Commonwealth or of a State or Territory.
"Australian market licence" , when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.
"Australian register" of a foreign company means a branch register of members kept under section 601CM.
"authorised audit company" means a company registered under Part 9.2A.
"authorised trustee corporation" means a body corporate that is declared by the regulations to be an authorised trustee corporation for the purposes of the provision in which the expression appears.
"bank or banker" includes, but is not limited to, a body corporate that is an ADI (authorised deposit-taking institution) for the purposes of the Banking Act 1959 .
"banking corporation" means a body corporate that carries on, as its sole or principal business, the business of banking (other than State banking not extending beyond the limits of the State concerned).
"begin" , in relation to a winding up, has the meaning given by Division 1A of Part 5.6.
(a) means any benefit, whether by way of payment of cash or otherwise; and
(b) when used in Division 2 of Part 2D.2 (sections 200A to 200J)--means:
(i) a payment or other valuable consideration; or
(ii) an interest in property of any kind; or
(iii) any other benefit.
"bid class" of securities for a takeover bid is the class of securities to which the securities being bid for belong.
"bidder" for a takeover bid means the person who makes or proposes to make, or each of the people who make or propose to make, the offers under the bid (whether personally or by an agent or nominee).
Note: A person who announces a bid on behalf of another person is not making the bid, the other person is making the bid.
"bidder's statement" means a bidder's statement under sections 636 and 637 as supplemented.
(a) for an off‑market bid--starts when the bidder's statement is given to the target and ends:
(i) 1 month later if no offers are made under the bid; or
(ii) at the end of the offer period; and
(b) for a market bid--starts when the bid is announced to the relevant financial market and ends at the end of the offer period.
"Board" , when used in Part 9.2, means the Companies Auditors and Liquidators Disciplinary Board.
"board or managerial office" (when used in Division 2 of Part 2D.2 (sections 200A to 200J) in relation to a body corporate) means:
(a) an office of director of the body corporate; and
(b) any other office in connection with the management of the body corporate's affairs that is held by:
(i) a person who also holds an office of director of the body corporate or a related body corporate; or
(ii) a person who has held an office of director of the body corporate or a related body corporate at any time within the 12 months immediately before the loss of, or retirement from, that office.
"body" means a body corporate or an unincorporated body and includes, for example, a society or association.
(a) includes a body corporate that is being wound up or has been dissolved; and
(b) in this Chapter (except section 66A) and section 206E includes an unincorporated registrable body.
"body regulated by APRA" has the meaning given by subsection 3(2) of the Australian Prudential Regulation Authority Act 1998 .
(a) a register; and
(b) any other record of information; and
(c) financial reports or financial records, however compiled, recorded or stored; and
(d) a document;
but does not include an index or recording made under Subdivision D of Division 5 of Part 6.5.
"borrower , " in relation to a debenture, means the body that is or will be liable to repay money under the debenture.
"business affairs" , in relation to an entity, has a meaning affected by sections 53AA, 53AB, 53AC and 53AD.
"business day" means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place concerned.
"buy-back" by a company means the acquisition by the company of shares in itself.
"buy-back agreement" by a company means an agreement by the company to buy back its own shares (whether the agreement is conditional or not).
"Capital Territory" means the Australian Capital Territory and the Jervis Bay Territory.
"carry on" has a meaning affected by Division 3.
"cash management trust interest" means an interest that:
(a) is an interest in a registered scheme; and
(b) relates to an undertaking of the kind commonly known as a cash management trust.
"cause" includes procure.
(a) in relation to a copy of, or extract from, a document--certified by a statement in writing to be a true copy of, or extract from, the document; or
(b) in relation to a translation of a document--certified by a statement in writing to be a correct translation of the document into English.
"charge" means a charge created in any way and includes a mortgage and an agreement to give or execute a charge or mortgage, whether on demand or otherwise.
"chargeable matter" has the same meaning as in the Corporations (Fees) Act 2001 .
"chargee" means the holder of a charge and includes a person in whose favour a charge is to be given or executed, whether on demand or otherwise, under an agreement.
"civil matter" means a matter other than a criminal matter.
"civil penalty disqualification" has the meaning given by subsection 91(4A).
"civil penalty order " means any of the following:
(a) a declaration of contravention under section 1317E;
(b) a pecuniary penalty order under section 1317G;
(c) a compensation order under section 1317H or 1317HA;
(d) an order under section 206C disqualifying a person from managing corporations.
"civil penalty provision" has the meaning given in subsection 1317E(1).
(b) in relation to shares or interests in a managed investment scheme--a meaning affected by section 57; and
(c) when used in relation to securities for the purposes of Chapter 6, 6A or 6C--a meaning affected by subsection 605(2).
"clearing and settlement facility" , when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.
"close associate" of a director means:
(a) a relative or de facto spouse of the director; or
(b) a relative of a spouse, or of a de facto spouse, of the director.
(a) in relation to Australia--means:
(i) the territorial sea of Australia; and
(ii) the sea on the landward side of the territorial sea of Australia and not within the limits of a State or internal Territory;
and includes the airspace over, and the sea‑bed and subsoil beneath, any such sea; and
(b) in relation to a State or Territory--means so much of the coastal sea of Australia as is within the area described in Schedule 1 to the Offshore Petroleum Act 2006 under the heading that refers to that State or Territory.
"commence" , in relation to a winding up, has the meaning given by Division 1A of Part 5.6.
"commencement" , in relation to an accounting standard, means:
(a) in the case of an accounting standard as originally in effect--the time when the accounting standard took effect; or
(b) in the case of an accounting standard as varied by a particular provision of an instrument made under section 334--the time when that provision took effect.
"Commission delegate" has the same meaning as in the ASIC Act.
"committee of creditors" , in relation to a company under administration, means a committee of creditors of the company appointed at a meeting convened under section 436E.
"Commonwealth authority" means an authority or other body (whether incorporated or not) that is established or continued in existence by or under an Act.
"Companies and Unclaimed Moneys Special Account" means the Account established under section 133 of the Australian Securities and Investments Commission Act 2001 .
"company" means a company registered under this Act and:
(a) in Chapter 2K (other than sections 273A to 273E), includes a registrable body that is registered under Division 1 or 2 of Part 5B.2 of this Act; and
(b) in sections 273A to 273E, includes a registered body that carries on business outside its place of origin; and
(c) in Parts 5.7B and 5.8 (except sections 595 and 596), includes a Part 5.7 body; and
(d) in Part 5B.1, includes an unincorporated registrable body.
"company limited by guarantee" means a company formed on the principle of having the liability of its members limited to the respective amounts that the members undertake to contribute to the property of the company if it is wound up.
"company limited by shares" means a company formed on the principle of having the liability of its members limited to the amount (if any) unpaid on the shares respectively held by them.
"compliance period" for an infringement notice has the meaning given by section 1317DAA.
"condition" , in relation to a licence, means a condition or restriction to which the licence is subject, or will be subject, as the case requires.
"connected entity" , in relation to a corporation, means:
(a) a body corporate that is, or has been, related to the corporation; or
(b) an entity that is, or has been, connected (as defined by section 64B) with the corporation.
"consolidated entity" means a company, registered managed investment scheme or disclosing entity together with all the entities it is required by the accounting standards to include in consolidated financial statements.
"constitution" means (depending on the context):
(a) a company's constitution, which (where relevant) includes rules and consequential amendments that are part of the company's constitution because of the Life Insurance Act 1995 ; or
(b) a managed investment scheme's constitution; or
(c) in relation to any other kind of body:
(i) the body's charter or memorandum; or
(ii) any instrument or law (other than this Act) constituting, or defining the constitution of, the body or governing the activities of the body or its members.
Note: The Life Insurance Act 1995 has rules about how benefit fund rules become part of a company's constitution. They override this Act. See Subdivision 2 of Division 4 of Part 2A of that Act.
"continuous disclosure notice" means:
(a) a document used to notify a market operator of information relating to a body under provisions of the market's listing rules referred to in subsection 674(1); or
(b) a document under section 675 lodged in relation to the body.
"continuously quoted securities" are securities that:
(a) are in a class of securities that were quoted ED securities at all times in the 3 months before the date of the prospectus or Product Disclosure Statement; and
(b) are securities of an entity in relation to which the following subparagraphs are satisfied during the shorter of the period during which the class of securities were quoted, and the period of 12 months before the date of the prospectus or Product Disclosure Statement:
(i) no exemption under section 111AS or 111AT, or modification under section 111AV, covered the entity, or any person as director or auditor of the entity;
(ii) no exemption under paragraph 741(1)(a), or declaration under paragraph 741(1)(b), relating to a provision that is a disclosing entity provision for the purposes of Division 4 of Part 1.2A covered the entity, or any person as director or auditor of the entity;
(iii) no order under section 340 or 341 covered the entity, or any person as director or auditor of the entity;
and, for these purposes, securities are not in different classes merely because of a temporary difference in the dividend, or distribution rights, attaching to the securities or because different amounts have been paid up on the securities.
"contribution plan" means a plan in respect of which the following conditions are met:
(a) regular deductions are made from the wages or salary of an employee or director (the contributor ) to acquire financial products that are offered for issue or sale to the contributor under an eligible employee share scheme;
(b) the deductions are authorised by the contributor in a form which is included in, or accompanies, the disclosure document or the Product Disclosure Statement for the scheme;
(c) before acquiring the financial products under the scheme, the deductions are held on trust in an account with an Australian ADI that is kept solely for that purpose;
(d) the contributor may elect to discontinue the deductions at any time;
(e) if the contributor so elects, the amount of the deductions standing, at that time, to the credit of the account for the contributor, and any interest on that amount, is repaid to the contributor;
(f) the scheme does not involve the offer to the contributor of a loan or similar financial assistance for the purpose of, or in connection with, the acquisition of the financial products that are offered under the scheme.
(a) in relation to a company (other than a no liability company):
(i) a person liable as a member or past member to contribute to the property of the company if it is wound up; and
(ii) for a company with share capital--a holder of fully paid shares in the company; and
(iii) before the final determination of the persons who are contributories because of subparagraphs (i) and (ii)--a person alleged to be such a contributory; and
(b) in relation to a Part 5.7 body:
(i) a person who is a contributory by virtue of section 586; and
(ii) before the final determination of the persons who are contributories by virtue of that section--a person alleged to be such a contributory; and
(c) in relation to a no liability company--subject to section 385, a member of the company.
"control" has the meaning given by section 50AA.
"control day" , in relation to a controller of property of a corporation, means:
(a) unless paragraph (b) applies:
(i) in the case of a receiver, or receiver and manager, of that property--the day when the receiver, or receiver and manager, was appointed; or
(ii) in the case of any other person who is in possession, or has control, of that property for the purpose of enforcing a charge--the day when the person entered into possession, or took control, of property of the corporation for the purpose of enforcing that charge; or
(b) if the controller became a controller of property of the corporation:
(i) to act with an existing controller of such property; or
(ii) in place of a controller of such property who has died or ceased to be a controller of such property;
the day that is, because of any other application or applications of this definition, the control day in relation to the controller referred to in subparagraph (i) or (ii).
"controller" , in relation to property of a corporation, means:
(a) a receiver, or receiver and manager, of that property; or
(b) anyone else who (whether or not as agent for the corporation) is in possession, or has control, of that property for the purpose of enforcing a charge;
and has a meaning affected by paragraph 434F(b) (which deals with 2 or more persons appointed as controllers).
"convertible note" has the same meaning as in Division 3A of Part III of the Income Tax Assessment Act 1936 .
"convertible securities" : securities are convertible into another class of securities if the holder may have the other class of securities issued to them by the exercise of rights attached to those securities. An option may be a convertible security even if it is non-renounceable.
"corporation" has the meaning given by section 57A.
"corporation/scheme civil penalty provision" has the meaning given by section 1317DA.
"Corporations legislation" means:
(a) this Act; and
(b) the ASIC Act; and
(c) rules of court made by the Federal Court, the Supreme Court of the Capital Territory, or the Family Court, because of a provision of this Act; and
(d) rules of court applied by the Supreme Court, or a State Family Court, of a State, or by the Supreme Court of the Northern Territory when exercising jurisdiction conferred by Division 1 of Part 9.6A (including jurisdiction conferred by virtue of any previous application or applications of this paragraph).
"court" has the meaning given by section 58AA .
"Court" has the meaning given by section 58AA.
"court of summary jurisdiction" means any justice or justices of the peace or other magistrate sitting as a court for the making of summary orders or the summary punishment of offences:
(a) under a law of the Commonwealth or of a State or Territory; or
(b) by virtue of his or her commission or their commissions.
"creditors' voluntary winding up" means a winding up under Part 5.5, other than a members' voluntary winding up.
"current market bid price" for securities covered by a market bid is the price specified in the announcement of the bid as increased or decreased during the offer period.
"daily newspaper" means a newspaper that is ordinarily published on each day that is a business day in the place where the newspaper is published, whether or not the newspaper is ordinarily published on other days.
"date" of a takeover bid is:
(a) for an off‑market bid--the date on which offers are first made under the bid; or
(b) for a market bid--the date on which the bid is announced to the relevant financial market.
(a) in relation to a futures contract--has the meaning given by Division 4; and
(b) in relation to securities--subject to subsection 93(4), means (whether as principal or agent) acquire, dispose of, subscribe for or underwrite the securities, or make or offer to make, or induce or attempt to induce a person to make or to offer to make, an agreement:
(i) for or with respect to acquiring, disposing of, subscribing for or underwriting the securities; or
(ii) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to the securities.
"dealing" , in relation to financial products, when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.
"debenture" of a body means a chose in action that includes an undertaking by the body to repay as a debt money deposited with or lent to the body. The chose in action may (but need not) include a charge over property of the body to secure repayment of the money. However, a debenture does not include:
(a) an undertaking to repay money deposited with or lent to the body by a person if:
(i) the person deposits or lends the money in the ordinary course of a business carried on by the person; and
(ii) the body receives the money in the ordinary course of carrying on a business that neither comprises nor forms part of a business of borrowing money and providing finance; or
(b) an undertaking by an Australian ADI to repay money deposited with it, or lent to it, in the ordinary course of its banking business; or
Note: This paragraph has an extended meaning in relation to Chapter 8 (see subsection 1200A(2)).
(c) an undertaking to pay money under:
(i) a cheque; or
(ii) an order for the payment of money; or
(iii) a bill of exchange; or
(d) an undertaking to pay money under a promissory note that has a face value of at least $50,000; or
(e) an undertaking by a body corporate to pay money to a related body corporate; or
(f) an undertaking to repay money that is prescribed by the regulations.
For the purposes of this definition, if a chose in action that includes an undertaking by a body to pay money as a debt is offered as consideration for the acquisition of securities under an off‑market takeover bid, or is issued under a compromise or arrangement under Part 5.1, the undertaking is taken to be an undertaking to repay as a debt money deposited with or lent to the body.
"decision period" , in relation to a chargee in relation to a charge on property of a company under administration, means the period beginning on the day when:
(a) if notice of the appointment of the administrator must be given to the chargee under subsection 450A(3)--such notice is so given; or
(b) otherwise--the administration begins;
and ending at the end of the thirteenth business day after that day.
"declaration of indemnities" , in relation to an administrator of a company under administration, means a written declaration:
(a) stating whether the administrator has, to any extent, been indemnified (otherwise than under section 443D), in relation to that administration, for:
(i) any debts for which the administrator is, or may become, liable under Subdivision A of Division 9 of Part 5.3A; or
(ii) any debts for which the administrator is, or may become, liable under a remittance provision as defined in section 443BA; or
(iii) his or her remuneration as determined under section 449E; and
(b) if so, stating:
(i) the identity of each indemnifier; and
(ii) the extent and nature of each indemnity.
"declaration of relevant relationships" has the meaning given by section 60.
"deed" includes a document having the effect of a deed.
"deed of company arrangement" means a deed of company arrangement executed under Part 5.3A or such a deed as varied and in force from time to time.
"de facto spouse" , in relation to a person, means an individual of the opposite sex to that person who is living with that person as his or her spouse on a genuine domestic basis although not legally married to that person.
"defeating condition" for a takeover bid means a condition that:
(a) will, in circumstances referred to in the condition, result in the rescission of, or entitle the bidder to rescind, a takeover contract; or
(b) prevents a binding takeover contract from resulting from an acceptance of the offer unless or until the condition is fulfilled.
"defect" , in relation to a statutory demand, includes:
(a) an irregularity; and
(b) a misstatement of an amount or total; and
(c) a misdescription of a debt or other matter; and
(d) a misdescription of a person or entity.
(a) in relation to a company--deregistered under Chapter 5A; and
(b) in relation to any other body corporate--deregistered in a way that results in the body corporate ceasing to exist.
"derivative" , when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.
"director" of a company or other body means:
(a) a person who:
(i) is appointed to the position of a director; or
(ii) is appointed to the position of an alternate director and is acting in that capacity;
regardless of the name that is given to their position; and
(b) unless the contrary intention appears, a person who is not validly appointed as a director if:
(i) they act in the position of a director; or
(ii) the directors of the company or body are accustomed to act in accordance with the person's instructions or wishes.
Subparagraph (b)(ii) does not apply merely because the directors act on advice given by the person in the proper performance of functions attaching to the person's professional capacity, or the person's business relationship with the directors or the company or body.
Note: Paragraph (b)--Contrary intention--Examples of provisions for which a person referred to in paragraph (b) would not be included in the term "director" are:
* section 249C (power to call meetings of a company's members)
* subsection 251A(3) (signing minutes of meetings)
* section 205B (notice to ASIC of change of address).
"disclosing entity" has the meaning given by section 111AC.
"disclosure document" for an offer of securities means:
(a) a prospectus for the offer; or
(b) a profile statement for the offer; or
(c) an offer information statement for the offer.
"dispose" has a meaning affected by the following paragraphs:
(a) when used in relation to financial products in a provision outside Chapter 7, otherwise than in a situation to which paragraph (b) applies, dispose has the same meaning as it has in Chapter 7;
(b) for the purposes of Chapter 6, a person who has a relevant interest in securities disposes of the securities if, and only if, they cease to have a relevant interest in the securities.
"domestic corporation" means a corporation that is incorporated or formed in Australia or an external Territory.
"ED securities" has the meaning given by section 111AD.
"eligible applicant" , in relation to a corporation, means:
(a) ASIC; or
(b) a liquidator or provisional liquidator of the corporation; or
(c) an administrator of the corporation; or
(d) an administrator of a deed of company arrangement executed by the corporation; or
(e) a person authorised in writing by ASIC to make:
(i) applications under the Division of Part 5.9 in which the expression occurs; or
(ii) such an application in relation to the corporation.
"eligible employee creditor" , in relation to a company, means a creditor whose debt or claim would, in a winding up of the company, be payable in priority to other unsecured debts and claims in accordance with paragraph 556(1)(e), (g) or (h) or section 560 or 561.
"eligible employee share scheme" means an employee share scheme for a body corporate in respect of which the following conditions are met:
(a) the scheme is offered only to employees or directors mentioned in paragraph (a) of the definition of employee share scheme ;
(b) the financial products that are offered under the scheme are offered:
(i) under a disclosure document or Product Disclosure Statement; or
(ii) without disclosure under Part 6D.2 in accordance with subsection 708(12);
(c) the financial products which may be acquired under the scheme are the following:
(i) fully paid ordinary shares;
(ii) options, offered for no more than nominal consideration, for the issue or transfer of fully paid ordinary shares;
(iii) units in fully paid ordinary shares.
"eligible money market dealer" means a body corporate in respect of which a declaration is in force under section 65.
"emoluments" means the amount or value of any money, consideration or benefit given, directly or indirectly, to a director of a body corporate in connection with the management of affairs of the body or of any holding company or subsidiary of the body, whether as a director or otherwise, but does not include amounts in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the body.
"employee share scheme" for a company means a scheme under which shares (or units in shares or options to acquire unissued shares) in the company or a holding company may be acquired:
(a) by, or for the benefit of:
(i) employees of the company, or of a related body corporate; or
(ii) directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; or
(b) by a corporation all of whose members are:
(i) employees of the company, or of a related body corporate; or
(ii) directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate.
"employee share scheme buy-back" means a buy-back under a scheme that:
(a) has as its purpose the acquisition of shares in a company by, or on behalf of:
(i) employees of the company, or of a related body corporate; or
(ii) directors of the company, or a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; and
(b) has been approved by the company in general meeting.
"enforce" , in relation to a charge on property of a company under administration, includes:
(a) appoint a receiver of property of the company under a power contained in an instrument relating to the charge; or
(b) obtain an order for the appointment of a receiver of such property for the purpose of enforcing the charge; or
(c) enter into possession, or assume control, of such property for that purpose; or
(d) appoint a person so to enter into possession or assume control (whether as agent for the chargee or for the company); or
(e) exercise, as chargee or as a receiver or person so appointed, a right, power or remedy existing because of the charge, whether arising under an instrument relating to the charge, under a written or unwritten law, or otherwise.
"enforcement process" , in relation to property, means:
(a) execution against that property; or
(b) any other enforcement process in relation to that property that involves a court or a sheriff.
"engage in audit activity" : an individual auditor, audit firm or audit company engages in audit activity in relation to an audited body for an audit if the individual auditor, audit firm or audit company:
(a) consents to be appointed as auditor of the audited body for a financial year; or
(b) acts as the auditor of the audited body for a financial year; or
(c) prepares a report in relation to the audited body that is required by this Act to be prepared by:
(i) a registered company auditor; or
(ii) an auditor of the audited body in relation to a financial year or half‑year.
(a) do an act; or
(b) omit to perform an act.
"enter into" : a person who:
(a) enters into, or becomes a party to, a relevant agreement in relation to voting shares or other securities; or
(b) exercises an option to have voting shares or other securities issued or granted;
is taken to enter into a transaction in relation to the shares or securities.
"entitlements" of an employee of a company has the meaning given by subsections 596AA(2) and (3).
"entity" : for the purposes of Chapter 2E an entity is any of the following:
(a) a body corporate;
(b) a partnership;
(c) an unincorporated body;
(d) an individual;
(e) for a trust that has only 1 trustee--the trustee;
(f) for a trust that has more than 1 trustee--the trustees together.
Otherwise, entity has the meaning given by section 64A.
"equal access scheme" has the meaning given by subsections 257B(2) and (3).
"event" includes any happening, circumstance or state of affairs.
"examinable affairs" , in relation to a corporation means:
(a) the promotion, formation, management, administration or winding up of the corporation; or
(b) any other affairs of the corporation (including anything that is included in the corporation's affairs because of section 53); or
(c) the business affairs of a connected entity of the corporation, in so far as they are, or appear to be, relevant to the corporation or to anything that is included in the corporation's examinable affairs because of paragraph (a) or (b).
"examinable assets and liabilities" , in relation to an entity, means all of the following:
(a) the entity's property and assets:
(i) whether present or future; and
(ii) whether held alone or jointly with any other person or persons; and
(iii) whether or not held as agent, bailee or trustee;
(b) the entity's liabilities:
(i) whether present or future; and
(ii) whether actual or contingent; and
(iii) whether owed alone or jointly with any other person or persons; and
(iv) whether or not owed as trustee.
"examinable operations" , in relation to an entity, means all of the following:
(a) the entity's business, trading, transactions and dealings:
(i) whether alone or jointly with any other entity or entities; and
(ii) whether or not as agent, bailee or trustee;
(b) the entity's profits, income and receipts;
(c) the entity's losses, outgoings and expenditure.
(a) where:
(i) there is attached to a share or debenture a right to participate in a retirement village scheme; and
(ii) each of the other rights, and each interest (if any), attached to the share or debenture is a right or interest that is merely incidental to the right referred to in subparagraph (i);
the share or debenture or a unit in the share or debenture; or
(b) an interest in a managed investment scheme constituted by a right to participate in a retirement village scheme.
"exempt body" has the meaning given by section 66A.
"exempt foreign company" means a foreign company of a kind referred to in subsection 601CK(8), whether or not Division 2 of Part 5B.2 applies to it.
"exempt public authority" means a body corporate that is incorporated within Australia or an external Territory and is:
(a) a public authority; or
(b) an instrumentality or agency of the Crown in right of the Commonwealth, in right of a State or in right of a Territory.
"expert" , in relation to a matter, means a person whose profession or reputation gives authority to a statement made by him or her in relation to that matter.
"extend" , in relation to a period:
(a) includes further extend; and
(b) has a meaning affected by section 70.
"externally-administered body corporate" means a body corporate:
(a) that is being wound up; or
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