Commonwealth Consolidated Legislation
[Index]
[Search]
[Notes]
[Noteup]
[Download]
[Help]
!!! The Corporations Law has been repealed and is replaced by the Corporations Act 2001.
This version remains on AustLII for the purpose of research.
CORPORATIONS LAW
TABLE OF PROVISIONS
Table of Acts
Table of Amendments
CHAPTER 1 -- INTRODUCTORY
PART 1.1 -- PRELIMINARY
1. Citation [see Note 1]
2. Commission has general administration of this Law
PART 1.2 -- INTERPRETATION
Division 1 -- General
6. Effect of this Part
7. Location of other interpretation provisions
8. How to read references to provisions of this Law
8A. Corporations Regulations, and application orders, of a jurisdiction treated as part of that jurisdiction's Corporations Law
9. Dictionary [see Note 4]
Division 2 -- Associates
10. Effect of Division
11. Associates of bodies corporate
12. Matters relating to voting shares
13. References in Chapter 7
14. References in Chapter 8
15. General
16. Exclusions
17. Associates of composite persons
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 4 -- Dealing in futures contracts
23. Acquiring a futures contract
24. Disposing of a futures contract
25. Dealing in futures contracts: general
26. Dealing in futures contracts through intermediaries: first step
27. Dealing in futures contracts through intermediaries: second and later steps
28. Dealing in futures contracts, through intermediaries, on futures markets
29. Own account dealings and transactions: futures contracts
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
50AA. Control
Division 7 -- Interpretation of other expressions
51. Acquisition and disposal of shares
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
54. Chapter 8 agreements of the same kind
55. Chapter 8 obligations and rights
56. Classes of futures organisation membership
57. Classes of shares or interests in managed investment schemes
57A. Meaning of corporation
58. Corresponding laws and corresponding previous laws
58A. Recognition of acts etc. done under corresponding laws
58AA. Meaning of court and Court
58B. Discharge of obligations under this Law
59. Debentures as consideration for acquisition of shares
61. Discretionary accounts
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
67. Exempt brokers and exempt futures advisers
68. Exempt dealers and exempt investment advisers
68A. Exempt interests in managed investment schemes in relation to a jurisdiction
70. Extension of period for doing an act
71. Futures advice business
72. Futures contract
72A. Law applies to certain Chapter 8 agreements as if they were futures contracts
73. Futures representatives
73A. When a court is taken to find a person guilty of an offence
75. Inclusion in official list
77. Investment advice business
79. Involvement in contraventions
80. Jervis Bay Territory taken to be part of the Australian Capital Territory
80A. References to Ministers
82. Offers and invitations to the public
82A. Officers of bodies corporate and other entities
83. Officers, and other persons, in default
84. Own account dealings and transactions: securities
85A. Person etc.
86. Possession
87. Proper authority from futures licensee; invalid futures authority
88. Proper authority from securities licensee; invalid securities authority
88A. Public document of a body corporate
89. Qualified privilege
90. Receivers and managers
91. Being or becoming subject to a section 229 prohibition, a section 230 or 599 order, a section 600 notice or a civil penalty disqualification
92. Securities
92A. Law applies to certain relevant agreements as if they were securities
93. Securities business
94. Securities representatives
95A. Solvency and insolvency
97. Stock market not to include futures market
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
102A. Application not to be granted unless applications also made under corresponding laws
102B. In Australia or elsewhere, in this jurisdiction or elsewhere
103. Effect of certain contraventions of this Law
104. Effect of provisions empowering a person to require or prohibit conduct
105. Calculation of time
106. Performance of functions by Commission delegate
108. Parts of dollar to be disregarded in determining majority in value of creditors etc.
109. References to persons, things and matters
109A. Reference to Commonwealth Acts
109B. References to amended or re-enacted Acts of the Commonwealth, this jurisdiction etc.
109C. Every section a substantive enactment
109D. Headings, schedules, marginal notes, footnotes and end motes
109DA.Exercise of certain powers between passing and commencing of amendments of Law
109E. Effect of repeal
109F. Implied repeals etc.
109G. Effect of expiration of provision
109H. Regard to be had to purpose or object of law
109J. Use of extrinsic material in the interpretation of this Law
109K. Changes to style not to affect meaning
109L. Examples
109M. Parts of speech and grammatical forms of words
109N. References to offices and officers
109P. References to companies etc.
109Q. References to Commonwealth laws
109R. Rules as to gender and number
109S. Production of records kept in computers etc.
109T. Change of name of body or office
109U. Compliance with forms
109V. Content of statements of reasons for decisions
109W. Attainment of particular age
109X. Service of documents
109Y. Meaning of service by post
109Z. Measurement of distance
109ZA.Expressions of time
109ZB.Exercise of powers and duties
109ZBA.Power to make instruments etc. may be exercised by reference to classes
109ZC.Power to determine includes authority to administer oath
109ZD.Delegations
109ZE.Effect of delegation
109ZF.Exercise of certain powers and functions by a delegate
Division 9 -- Interpreting the regulations
110. Expressions have the same meaning as in this Law
110A. Severing invalid provisions
Division 10 -- Interpreting other subordinate instruments
110B. Expressions have the same meaning as in this Law
110C. Severing invalid provisions
Division 11 -- Application of certain provisions
110D. Chapters 1 to 6 and 9
110E. Application of this Law in coastal sea
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 quoted on a stock market
111AF.Securities to which lodged or deemed prospectus relates
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 and 111AG
111AI.Debentures that need trustee appointed under section 260FA
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
Division 4 -- Exemptions and modifications
111AR.Meaning of disclosing entity provisions
111AS.Exemptions by regulations
111AT.Exemptions by the Commission
111AU.Enforcing conditions of exemptions
111AV.Modifications by regulations
111AW.Exemptions and modifications have effect
111AX.Effect of Division
PART 1.3 -- APPLICATION ORDERS
111A. Power to make
111B. Orders under this Part and corresponding laws
111C. Specifying a matter by reference to another instrument
111D. Notification in the Gazette
111E. When order takes effect
111F. Interpretation of application orders
111G. Severing invalid provisions
111H. Effect of certain instruments made before 1 January 1991
PART 1.4 -- TECHNICAL PROVISIONS ABOUT AIDS FOR READERS
111J. Small business guide
PART 1.5 -- SMALL BUSINESS GUIDE
1. What registration means
2. The company structure for small business
3. Setting up a new company
4. Continuing obligations after the company is set up
5. Company directors and company secretaries
6. Shares and shareholders
7. Signing company documents
8. Funding the company's operations
9. Returns to shareholders
10. Annual financial reports and audit
11. Disagreements within the company
12. Companies in financial trouble
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
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 rule
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
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
158. ASC's power to direct company to change its name [see Note 2]
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
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
CHAPTER 2C -- REGISTERS
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 [see Note 4]
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
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
191. Material personal interest—director's duty to disclose
Division 2 -- Disclosure of, and voting on matters involving, material personal interests
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
201C. Directors of public companies, or subsidiaries, over 72
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 securities exchange of shareholdings etc.
PART 2D.6 -- DISQUALIFICATION FROM MANAGING CORPORATIONS
206A. Disqualified person not to manage corporations
206B. 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 Law
206F. ASIC's power of disqualification
206G. Court power to grant leave
206H. Territorial application of this Part
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
210. Arm's length terms
Division 2 -- Exceptions to the requirement for member approval
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 director or spouse
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
Division 2 -- Who may call meetings of members
249B. Resolutions of 1 member companies
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
249M. Notice of adjourned meetings (replaceable rule—see section 135)
Division 4 -- Members' rights to put resolutions etc. at general meetings
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
250R. Business of AGM
250S. Questions and comments by members on company management at AGM
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. at meetings of members
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 commission
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
268A. Assignment of charges under the State Bank (Corporatisation) Act 1994 of South Australia
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
273. Registration under other legislation relating to charges
274. Power of Court to rectify Register
275. Charges of company existing before 1 January 1991
275A. Charges of bodies to which section 1362CJ applies
276. Charges of body corporate registered as a company
276AA.Charges of company transferring jurisdiction
276A. Charges of recognised companies and certain foreign companies
277. Power to exempt from compliance with certain requirements of Division
PART 2K.3 -- ORDER OF PRIORITY
278. Interpretation
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
260FA.Requirement for trust deed and trustee
260FB.Trust deed
260FC.Who can be a trustee
260FD.Existing trustee continues to act until new trustee takes office
260FE.Replacement of trustee
PART 2L.2 -- DUTIES OF BORROWER
260GA.Duties of borrower
260GB.General duties
260GC.Duty to notify ASIC of name of trustee
260GD.Duty to replace trustee
260GE.Duty to inform trustee about charges
260GF.Duty to give trustee and ASIC quarterly reports
260GG.Exceptions
260GH.How debentures may be described
260GI.Offences for failure to comply with statutory duties
PART 2L.3 -- DUTIES OF GUARANTOR
260HA.Duties of guarantor
260HB.General duties
260HC.Duty to inform trustee about charges
260HD.Exceptions
260HE.Offences for failure to comply with statutory duties
PART 2L.4 -- TRUSTEE
260JA.Trustee's duties
260JB.Exemptions and indemnifications of trustee from liability
260JC.Indemnity
PART 2L.5 -- MEETINGS OF DEBENTURE HOLDERS
260KA.Borrower's duty to call meeting
260KB.Trustee's power to call meeting
260KC.Court may order meeting
PART 2L.6 -- CIVIL LIABILITY
260L. Civil liability for contravening this Chapter
PART 2L.7 -- ASIC POWERS
260MA.ASIC's power to exempt and modify
260MB.ASIC may approve body corporate to be trustee
PART 2L.8 -- COURT
260NA.General Court power to give directions and determine questions
260NB.Specific Court powers
PART 2L.9 -- LOCATION OF OTHER DEBENTURE PROVISIONS
260P. 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
296. Compliance with accounting standards and regulations
297. True and fair view
298. Annual directors' report
299. Annual directors' report—general information
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
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 [see Note 2]
320. Lodgment of half-year reports with ASIC
321. ASC 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
PART 2M.4 -- APPOINTMENT AND REMOVAL OF AUDITORS
Division 1 -- Companies
324. Qualifications of auditors
325. Appointment of auditor by proprietary company
327. Appointment of auditors
328. Nomination of auditors
329. Removal and resignation of auditors
330. Effect of winding up on office of auditor
331. Fees and expenses of auditors
Division 2 -- Registered schemes
331AA.Qualifications of auditors
331AB.Appointment of auditors
331AC.Removal and resignation of auditors
331AD.Effect of winding up an office of auditor
331AE.Fees and expenses of auditors
PART 2M.5 -- ACCOUNTING STANDARDS
334. Accounting standards
335. Equity accounting
337. Interpretation of accounting standards
338. Severing invalid provisions
339. Evidence of text of accounting standard [see Note 2]
PART 2M.6 -- EXEMPTIONS AND MODIFICATIONS
340. ASIC's power to make specific exemption orders
341. ASIC's power to make class orders
342. Criteria for specific exemption orders and class orders
343. Modification by regulations
PART 2M.7 -- SANCTIONS FOR CONTRAVENTIONS OF CHAPTER
344. Contravention of Part 2M.2 or 2M.3
CHAPTER 2N -- ANNUAL RETURN AND LODGMENTS WITH ASIC
PART 2N.1 -- ANNUAL RETURNS
345. Deadline for lodging annual return
346. Solvency resolution—companies
347. Lodging annual return with ASIC
348. Contents of annual return—companies [see Notes 2 and 5]
349. Contents of annual return—registered schemes [see Note 3]
PART 2N.2 -- LODGMENTS WITH ASIC
350. Forms for documents to be lodged with ASIC
351. Signing documents lodged with ASIC
352. Documents lodged with ASIC electronically
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
415A. Enforcement of orders made in other jurisdictions
PART 5.2 -- RECEIVERS, AND OTHER CONTROLLERS, OF PROPERTY OF CORPORATIONS
416. Interpretation
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. 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
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
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. Interpretation
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
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
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
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
Division 7 -- Rights of chargee, 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
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
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
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
444H. Extent of release of company's debts
Division 11 -- Variation, termination and avoidance of deed
445A. Variation of deed by creditors
445B. Court may cancel variation
445C. When deed terminates
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
445G. When Court may void or validate deed
445H. Effect of termination or avoidance
Division 12 -- Transition to creditors' voluntary winding up
446A. Administrator becomes liquidator in certain cases
446B. Regulations may provide for transition in other cases
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
449D. Vacancy in office of administrator of deed of company arrangement
449E. Remuneration of administrator Part /division>
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 ASC Law
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.
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
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
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
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
507. Power of liquidator to accept shares etc. as consideration for sale of property of company
508. Annual meeting of creditors
509. Final meeting and deregistration
510. Arrangement: when binding on creditors
511. Application to Court to have questions determined or powers exercised
512. Costs
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
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
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 Commission
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
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
553. Debts or claims that are provable in winding up
Division 6 -- Proof and ranking of claims
Subdivision A -- Admission to proof of debts and claims
553A. Member cannot prove debt unless contributions paid
553AA.Selling shareholder cannot prove debt unless documents given
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 respect of 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 9 -- Co-operation between Australian and foreign courts in external administration matters
580. Interpretation
581. Courts to act in aid of each other
PART 5.7 -- WINDING UP BODIES OTHER THAN COMPANIES
582. Application of Part
583. Winding up Part 5.7 bodies
585. Insolvency of Part 5.7 body
586. Contributories in winding up of Part 5.7 body
587. Power of Court to stay or restrain proceedings
588. Outstanding property of defunct registrable body
PART 5.7A -- RECIPROCITY WITH OTHER JURISDICTIONS
Division 1 -- Application of Part 5.3A to matters arising under corresponding laws
588AA.Application in this jurisdiction
588AB.Enforcement of orders
Division 2 -- Winding up recognised companies
588A. Enforcement of winding up orders made in other jurisdictions
588B. Functions and powers in this jurisdiction of liquidators from other jurisdictions
588C. Outstanding property of defunct recognised company
PART 5.7B -- RECOVERING PROPERTY OR COMPENSATION FOR THE BENEFIT OF CREDITORS OF INSOLVENT COMPANY
Division 1 -- Preliminary
588D. Secured debt may become unsecured
588E. Presumptions to be made in recovery proceedings
588F. Certain taxation liabilities taken to be debts
Division 2 -- Voidable transactions
588FA.Unfair preferences
588FB.Uncommercial transactions
588FC.Insolvent transactions
588FD.Unfair loans to a company
588FE.Voidable transactions
588FF.Courts may make orders about voidable transactions
588FG.Transaction not voidable as against certain persons
588FGA.Directors to indemnify Commissioner of Taxation if certain payments set aside
588FGB.Defences in proceedings under section 588FGA
588FH.Liquidator may recover from related entity benefit resulting from insolvent transaction
588FI.Creditor who gives up benefit of unfair preference may prove for preferred debt
588FJ.Floating charge created within 6 months before relation-back day
Division 3 -- Director's duty to prevent insolvent trading
588G. Director's duty to prevent insolvent trading by company
588H. Defences
Division 4 -- Director liable to compensate company
Subdivision A -- Proceedings against director
588J. On application for civil penalty order, Court may order compensation
588K. Criminal court may order compensation
588L. Enforcement of order under section 588J or 588K
588M. Recovery of compensation for loss resulting from insolvent trading
588N. Avoiding double recovery
588P. Effect of sections 588J, 588K and 588M
588Q. Certificates evidencing contravention
Subdivision B -- Proceedings by creditor
588R. Creditor may sue for compensation with liquidator's consent
588S. Creditor may give liquidator notice of intention to sue for compensation
588T. When creditor may sue for compensation without liquidator's consent
588U. Events preventing creditor from suing
Division 5 -- Liability of holding company for insolvent trading by subsidiary
588V. When holding company liable
588W. Recovery of compensation for loss resulting from insolvent trading
588X. Defences
Division 6 -- Application of compensation under Division 4 or 5
588Y. Application of amount paid as compensation
Division 7 -- Person managing a corporation while disqualified may become liable for corporation's debts
588Z. Court may make order imposing liability
PART 5.8 -- OFFENCES
589. Interpretation and application
590. Offences by officers of certain companies
592. Incurring of certain debts; fraudulent conduct
593. Powers of Court
594. Certain rights not affected
595. Inducement to be appointed liquidator etc. of company
596. Frauds by officers
PART 5.8A -- EMPLOYEE ENTITLEMENTS
596AA. Object and coverage of Part
596AB. Entering into agreements or transactions to avoid employee entitlements
596AC. Person who contravenes section 596AB liable to compensate for loss
596AD. Avoiding double recovery
596AE. Effect of section 596AC
596AF. Employee may sue for compensation with liquidator's consent
596AG. Employee may give liquidator notice of intention to sue for compensation
596AH. When employee may sue for compensation without liquidator's consent
596AI. Events preventing employee from suing
PART 5.9 -- MISCELLANEOUS
Division 1 -- Examining a person about a corporation
596A. Mandatory examination
596B. Discretionary examination
596C. Affidavit in support of application under section 596B
596D. Content of summons
596E. Notice of examination
596F. Court may give directions about examination
597. Conduct of examination
597A. When Court is to require affidavit about corporation's examinable affairs
597B. Costs of unnecessary examination or affidavit
Division 2 -- Orders against a person in relation to a corporation
598. Order against person concerned with corporation
Division 3 -- Provisions applying to various kinds of external administration
600A. Powers of Court where outcome of voting at creditors' meeting determined by related entity
600B. Review by Court of resolution of creditors passed on casting vote of person presiding at meeting
600C. Court's powers where proposed resolution of creditors lost as casting vote of person presiding at meeting
600D. Interim order on application under section 600A, 600B or 600C
600E. Order under section 600A or 600B does not affect act already done pursuant to resolution
600F. Limitation on right of suppliers of essential services to insist on payment as condition of supply
Division 4 -- Transitional
601. Winding up started before commencement of this Chapter
CHAPTER 5A -- DEREGISTRATION OF COMPANIES
601AA.Deregistration—voluntary
601AB.Deregistration—ASIC initiated
601AC.Deregistration—following amalgamation or winding up
601AD.Effect of deregistration
601AE.What ASIC does with the property
601AF.ASIC's power to fulfil outstanding obligations of deregistered company
601AG.Claims against insurers of deregistered company
601AH.Reinstatement
CHAPTER 5B -- BODIES CORPORATE REGISTERED AS COMPANIES, AND REGISTRABLE BODIES
PART 5B.1 -- REGISTERING A BODY CORPORATE AS A COMPANY
Division 1 -- Registration
601BA.Bodies corporate may be registered as certain types of companies
601BB.Bodies registered as proprietary companies
601BC.Applying for registration under this Part
601BD.ASIC gives body ACN, registers as company and issues certificate
601BE.Registered office
601BF.Name
601BG.Constitution
601BH.Modifications of constitution
601BJ.ASIC may direct company to apply for Court approval for modifications of constitution
601BK.Establishing registers and minute books
601BL.Registration of registered bodies
Division 2 -- Operation of the Corporations Law
601BM.Effect of registration under this Part
601BN.Liability of members on winding up
601BP.Bearer shares
601BQ.References in pre-registration contracts and other documents to par value in existing contracts and documents
601BR.First AGM
601BS.Modification by regulations
PART 5B.2 -- REGISTRABLE BODIES
Division 1 -- Registrable Australian bodies
601CA.When a registrable Australian body may carry on business in this jurisdiction
601CB.Application for registration
601CC.Cessation of business etc.
Division 2 -- Foreign companies
601CD.When a foreign company may carry on business in this jurisdiction
601CE.Application for registration
601CF.Appointment of local agent
601CG.Local agent: how appointed
601CH.Local agent: how removed
601CJ.Liability of local agent
601CK.Balance-sheets and other documents
601CL.Cessation of business etc.
601CM.Register of members of foreign company
601CN.Register kept under section 601CM
601CP.Notifying Commission about register kept under section 601CM
601CQ.Effect of right to acquire shares compulsorily
601CR.Index of members and inspection of registers
601CS.Certificate as to shareholding
Division 3 -- Bodies registered under this Part
601CT.Registered office
601CU.Certificate of registration
601CV.Notice of certain changes
601CW.Body's name etc. must be displayed at office and place of business
601CX.Service of documents on registered body
601CY.Power to hold land
Division 4 -- Register of debenture holders for non-companies
601CZA.Certain documents are debentures
601CZB.Register of debenture holders to be maintained by non-companies
601CZC.Location of register
601CZD.Application of sections 173 to 177
PART 5B.3 -- NAMES OF REGISTRABLE AUSTRALIAN BODIES AND FOREIGN COMPANIES
601DA.Reserving a name
601DB.Acceptable abbreviations
601DC.When a name is available
601DD.Registered Australian bodies and registered foreign companies can carry on business with some names only
601DE.Using a name and ARBN
601DF.Exception to requirement to have ARBN on receipts
601DG.Regulations may exempt from requirement to set out information on documents
601DH.Notice of name change must be given to ASIC
601DJ.ASIC's power to direct a registered name be changed
CHAPTER 5C -- MANAGED INVESTMENT SCHEMES
PART 5C.1 -- REGISTRATION OF MANAGED INVESTMENT SCHEMES
601EA.Applying for registration
601EB.Registration of managed investment scheme
601EC.All documents etc. lodged with ASIC to bear ARSN
601ED.When a managed investment scheme must be registered
601EE.Unregistered schemes may be wound up
PART 5C.2 -- THE RESPONSIBLE ENTITY
Division 1 -- Responsibilities and powers
601FA.Responsible entity to be public company and hold dealers licence
601FB.Responsible entity to operate scheme
601FC.Duties of responsible entity
601FD.Duties of officers of responsible entity
601FE.Duties of employees of responsible entity
601FF.Surveillance checks by ASIC
601FG.Acquisition of interest in scheme by responsible entity
601FH.Liquidator etc. of responsible entity entitled to exercise indemnity rights
Division 2 -- Changing the responsible entity
601FJ.Changes only take effect when ASIC alters record of registration
601FK.Requirements of section 601FA must be met
601FL.Retirement of responsible entity
601FM.Removal of responsible entity by members
601FN.ASIC or scheme member may apply to Court for appointment of temporary responsible entity
601FP.Appointment of temporary responsible entity by Court
601FQ.Temporary responsible entity to take steps for appointment of new responsible entity
Division 3 -- Consequences of change of responsible entity
601FR.Former responsible entity to hand over books and provide reasonable assistance
601FS.Rights, obligations and liabilities of former responsible entity
601FT.Effect of change of responsible entity on documents etc. to which former responsible entity is party
PART 5C.3 -- THE CONSTITUTION
601GA.Contents of the constitution
601GB.Constitution must be legally enforceable
601GC.Changing the constitution
PART 5C.4 -- THE COMPLIANCE PLAN
601HA.Contents of the compliance plan
601HB.Compliance plan may incorporate provisions from another scheme's plan
601HC.Directors must sign lodged copy of compliance plan
601HD.ASIC may require further information about compliance plan
601HE.Changing the compliance plan
601HF.ASIC may require consolidation of compliance plan to be lodged [see Note 2]
601HG.Audit of compliance plan
601HH.Removal and resignation of auditors
601HI.Action on change of auditor of compliance plan
PART 5C.5 -- THE COMPLIANCE COMMITTEE
601JA.When is a compliance committee required?
601JB.Membership of compliance committee
601JC.Functions of compliance committee
601JD.Duties of members
601JE.Compliance committee members have qualified privilege in certain cases
601JF.When can responsible entity indemnify compliance committee members?
601JG.When can responsible entity pay insurance premiums for compliance committee members?
601JH.Proceedings of compliance committee
601JJ.Disclosure of interests
PART 5C.6 -- MEMBERS' RIGHTS TO WITHDRAW FROM A SCHEME
601KA.Members' rights to withdraw
601KB.Non-liquid schemes—offers
601KC.Non-liquid schemes—only one withdrawal offer to be open at any time
601KD.Non-liquid schemes-how payments are to be made
601KE.Non-liquid schemes-responsible entity may cancel withdrawal offer
PART 5C.7 -- RELATED PARTY TRANSACTIONS
601LA.Chapter 2E applies with modifications
601LB.Replacement section 207 Purpose
601LC.Replacement section 208 Need for member approval for financial benefit
601LD.Omission of sections 213, 214 and 224
601LE.Modification of section 225
PART 5C.8 -- EFFECT OF CONTRAVENTIONS (CIVIL LIABILITY AND VOIDABLE CONTRACTS)
601MA.Civil liability of responsible entity to members
601MB.Voidable contracts where subscription offers and invitations contravene this Law
PART 5C.9 -- WINDING UP
601NA.Winding up required by scheme's constitution
601NB.Winding up at direction of members
601NC.Winding up if scheme's purpose accomplished or cannot be accomplished
601ND.Winding up ordered by Court
601NE.The winding up of the scheme
601NF.Other orders about winding up
601NG.Unclaimed money to be paid to ASIC
PART 5C.10 -- DEREGISTRATION
601PA.Deregistration-voluntary
601PB.Deregistration by ASIC
601PC.Reinstatement
PART 5C.11 -- EXEMPTIONS AND MODIFICATIONS
601QA.ASIC's power to make exemption and modification orders
601QB.Modification by regulations
CHAPTER 6 -- TAKEOVERS
602. Purposes of Chapter
603. Chapter extends to some listed bodies that are not companies
604. Chapter extends to listed managed investment schemes
605. Classes of securities
PART 6.1 -- PROHIBITED ACQUISITIONS OF RELEVANT INTERESTS IN VOTING SHARES
606. Prohibition on certain acquisitions of relevant interests in voting shares
607. Effect on transactions
608. Relevant interests in securities
609. Situations not giving rise to relevant interests
610. Voting power in a body corporate
PART 6.2 -- EXCEPTIONS TO THE PROHIBITION
611. Exceptions to the prohibition
612. Effect of non-compliance with takeover rules for exceptions 1 to 4
613. Bidder not to exercise voting rights if failure to send bids for off-market acquisition—exception 2 or 3
615. Treatment of foreign holders under equal access issue—exception 10
PART 6.3 -- THE DIFFERENT TYPES OF TAKEOVER BID
616. Off-market bids and market bids
PART 6.4 -- FORMULATING THE TAKEOVER OFFER
Division 1 -- General
617. Securities covered by the bid
618. Offers must be for all or a proportion of securities in the bid class
619. General terms of the offer
620. Off-market bid (offer formalities)
Division 2 -- Consideration for the offer
621. Consideration offered
622. Escalation agreements
623. Collateral benefits not allowed
Division 3 -- The offer period
624. Offer period
Division 4 -- Conditional offers
625. Conditional offers —general
626. Maximum acceptance conditions in off-market bids
627. Discriminatory conditions not allowed for off-market bids
628. Conditions requiring payments to officers of target not allowed in off-market bids
629. Conditions turning on bidder's or associate's opinion not allowed in off-market bids
630. Defeating conditions
PART 6.5 -- THE TAKEO