Commonwealth Consolidated Regulations

CORPORATIONS (CHANGE OF INCORPORATION) REGULATIONS 2002 - SCHEDULE 2

(regulation 5)

1 Section 9, after definition of agency
"insert"

"AGL Corporate Conversion Act" means the AGL Corporate Conversion Act 2002 of New South Wales.

2 Section 9, after definition of controller
"insert"

3 Section 9, after definition of premises
"insert"

4 Section 9, after definition of registrable body
"insert"

5 Subsection 148 (1)
omit
(2) or
6 Subsection 148 (2)
omit
7 Subsection 149 (1), table, after item 8
insert

8 After subsection 153 (2), including the notes
insert

(2A)

However, AGL may use the expression `Australian Registered Body Number' followed by its ARBN instead of the expression `Australian Company Number' followed by its ACN until 2 years after the registration day.

(2B)

For subsection (2A), AGL's ARBN is taken to be the ARBN of the registered body that became AGL on the conversion day.

9 After subsection 200E (1)
insert

(1A)

For AGL, member approval (express or implied) may be given in a preserved resolution.

(1B)

Subsections (2) to (4) do not apply to member approval given in a preserved resolution.

10 After subsection 202A (2)
insert

(3)

Until a determination is made under subsection (1) about the remuneration of the directors of AGL, they are to be paid the remuneration authorised expressly or impliedly by a preserved resolution.

11 Paragraphs 254K (a) and (b)
substitute

(a)

both:

(i)

if the shares are fully paid up; and

(ii)

out of profits or the proceeds of a new issue of shares made for the purpose of the redemption; or

(b)

in accordance with the AGL Corporate Conversion Act.

12 After section 258F
insert
258G Reductions by AGL

AGL may reduce its share capital as permitted by the AGL Corporate Conversion Act.

13 Paragraph 260B (1) (b)
omit
shareholders.
insert
shareholders; or
14 After paragraph 260B (1) (b)
insert

(c)

for AGL — a preserved resolution.

15 After subsection 260B (1)
insert

(1A)

Subsections (4) to (7) do not apply to approval by a preserved resolution.

16 Paragraph 260C (5) (d)
omit
terms.
insert
terms;
17 After paragraph 260C (5) (d)
insert

(e)

for AGL, assistance given under an employee share scheme that has been approved by a preserved resolution.

18 After subsection 296 (2)
insert

(3)

The accounting standards and any further requirements in the regulations do not apply to a matter to the extent that the matter is dealt with by section 22 of the AGL Corporate Conversion Act.

19 Section 304
omit
The
insert

(1)

The

20 Section 304
insert

(2)

The accounting standards and any further requirements in the regulations do not apply to a matter to the extent that the matter is dealt with by section 22 of the AGL Corporate Conversion Act.

21 Subsections 327 (1) to (4)
substitute

(1)

The auditor holding office under subsection 40 (1) of the AGL Corporate Conversion Act is taken to be the auditor of AGL.

(3)

A company must, at each annual general meeting, if there is a vacancy in the office of the auditor of the company, appoint a person or persons, a firm or firms, or a person or persons and a firm or firms to fill the vacancy.

(4)

An auditor mentioned in subsection (1) or a person or firm appointed as auditor under subsection (3) holds office until:

(a)

death or removal or resignation from office in accordance with section 329; or

(b)

ceasing to be capable of acting as an auditor by reason of subsection 324 (1) or (2).

22 Paragraphs 601BC (2) (e), (l) and (m)
omit
23 Paragraph 601BC (8) (e)
omit
incorporation; and
insert
incorporation.
24 Paragraph 601BC (8) (f)
omit
25 After subsection 601BD (1), including the note
insert

(1A)

The numerical component of an ACN given to AGL must be the same as the numerical component of the ARBN of the registered body that was AGL, as defined in subsection 4 (1) of the AGL Corporate Conversion Act, immediately before the conversion day.

26 Part 5B.1, after Division 1
insert
Division 1A Application of Division 1 to AGL
601BLA Application of Division 1 to AGL

(1)

An application for registration of AGL under Division 1 may be made before the conversion day.

(2)

Section 601BC applies to an application mentioned in subsection (1) as if references in that section to information, documents or evidence about the body to which the application relates were references to information, documents or evidence that, because of the AGL Corporate Conversion Act will, or will be likely to, apply to AGL after the conversion day.

(3)

If an application for registration of AGL is made before the conversion day, ASIC may register AGL on the conversion day.

27 After section 793C
insert
793CA Compliance with operating rules — AGL

A reference in a licensed market's operating rules to the approval of the members of an entity (whether expressed in the form of a resolution or otherwise) is taken to include, for AGL, approval by a preserved resolution.