COMPANIES ACT 1981
COMPANIES ACT 1981
TABLE OF PROVISIONS 1. Short title. 2. Commencement 3. Objects and application 4. Repeal 5. Interpretation 6. References to affairs of a corporation 7. Subsidiaries, holding companies and related corporations 8. Relevant interests in shares 9. Associated persons 10. Interpretation 11. Commission may inspect books without charge 12. Power of Commission to require production of books 13. Power of magistrate to issue warrant to seize books 14. Offences 15. Copies or extracts of books to be admitted in evidence 16. Privilege 17. Application for registration as auditor or liquidator 18. Registration of auditors 19. Auditor-General deemed to be registered as auditor 20. Registration of liquidators 21. Registration of official liquidators 22. Security to be given by liquidators 23. Register of Auditors 24. Registers of Liquidators and Official Liquidators 25. Notification of certain matters 26. Triennial statements by registered auditors and liquidators 27. Cancellation or suspension of registration 28. Certain persons not to apply for registration as auditor or liquidator 29. Certain persons deemed to be registered under this Act 30. Auditors and other persons to enjoy qualified privilege in certain circumstances 31. Registers 32. Relodging of lost registered documents 33. Formation of companies 34. Proprietary companies 35. Registration and incorporation 36. Membership of holding company 37. Requirements as to memorandum 38. Interpretation 39. Names of particular classes of companies 40. Reservation and registration of name of intended company 41. Reservation of name of intended recognized company 42. Registration of name of recognized company 43. Reservation and registration of proposed new name of company 44. Reservation of proposed new name of recognized company 45. Registration of new name of recognized company 46. Reservation and registration of name of intended foreign company or foreign company 47. Reservation of name of intended recognized foreign company or recognized foreign company 48. Registration of name of recognized foreign company 49. Reservation and registration of proposed new name of registered foreign company 50. Reservation of proposed new name of recognized foreign company 51. Registration of new name of recognized foreign company 52. Reservation and registration of name of recognized company proposing to transfer incorporation to the Territory 53. Reservation of name of company or recognized company proposing to transfer incorporation to participating State or Territory 54. Registration of name of recognized company after transfer of incorporation to participating State or Territory 55. Reservation and registration of name of foreign company proposing to transfer incorporation to the Territory 56. Reservation of name of foreign company proposing to transfer incorporation to participating State or Territory 57. Registration of name of foreign company that has become a recognized company after transfer of incorporation to participating State or Territory 58. Extension of reservation 59. Notification that registration of name desired in a State or another Territory 60. Registration of name of recognized company or recognized foreign company in the Territory 61. Notification that registration of name no longer desired in a participating State or Territory 62. Cancellation of registration where registration in the Territory no longer desired 63. Cancellation of registration where company or foreign company dissolved or foreign company ceases to be registered 64. Cancellation of registration where name registered by mistake 65. Change of name 66. Omission of ''Limited'' in names of charitable and other companies 67. Powers 68. Ultra vires transactions 69. Change of status 70. Change from public to proprietary company or from proprietary to public company 71. Default in complying with requirements as to proprietary companies 72. General provisions as to alteration of memorandum 73. Alterations of provisions of memorandum 74. Articles of association 75. Adoption of Table A or B 76. Alteration of articles 77. Memorandum and articles of companies limited by guarantee 78. Effect of memorandum and articles 79. Copies of memorandum and articles 80. Confirmation of contracts and authentication and execution of documents 81. Ratification of contracts made before formation of company 82. Prohibition of carrying on business with fewer than statutory minimum number of members 83. Certificate authorizing application for transfer of incorporation 84. Application by recognized company for registration under Division 85. Application by foreign company for registration under Division 86. Registration of corporations as companies 87. Effect of registration 88. Alterations to constituent documents of foreign companies 89. Effect of registration of company under corresponding law 90. Application of this Act to corporations registered under this Division 91. Establishment of registers and minute books 92. Share warrants 93. Certificate of registration conclusive evidence 94. Interpretation 95. Prohibition of issue of certain documents in relation to proposed corporations 96. Forms of application for shares or debentures to be attached to prospectus 97. Invitations or offers in relation to borrowings by a corporation 98. Contents of prospectuses 99. Certain notices, &c., not to be published 100. Certain reports referring to prospectuses not to be published 101. Evidentiary provisions, &c. 102. Retention of over-subscriptions in debenture issues 103. Registration of prospectuses 104. Document containing offer of shares for sale deemed to be prospectus 105. Allotment or issue of shares or debentures where prospectus indicates 106. Expert's consent to issue of prospectus containing statement by him 107. Civil liability for untrue statement or non-disclosure in prospectus 108. Criminal liability for untrue statement or non-disclosure in prospectus 109. Power to exempt from compliance with Division or to declare that Division applies as if modified 110. Prohibition of allotment unless minimum subscription received 111. Application moneys to be held in trust until allotment 112. Restriction on varying contracts referred to in prospectus 113. Return as to allotments 114. Differences in calls and payments, reserve liability, &c. 115. Share warrants 116. Restriction on application of capital of company 117. Power to make certain payments 118. Power to issue shares at a discount 119. Issue of shares at premium 120. Redeemable preference shares 121. Power of company to alter its share capital 122. Validation of shares improperly issued 123. Special resolution for reduction of share capital 124. Commission to be informed of special rights carried by, or division or conversion of, shares 125. Rights of holders of classes of shares 126. Rights of holders of shares 127. Rights of classes of members 128. Rights of holders of preference shares to be set out in memorandum or articles 129. Company financing dealings in its shares, &c. 130. Consequences of company financing dealings in its shares, &c. 131. Register of options 132. Options over unissued shares 133. Power of company to pay interest out of capital in certain cases 134. Application and interpretation 135. Persons obliged to comply with Division 136. Substantial shareholdings and substantial shareholders 137. Substantial shareholder to notify company of his interests 138. Substantial shareholder to notify company of change in his interests 139. Person who ceases to be substantial shareholder to notify company 140. References to operation of section 8 141. Copy of notice to be served on stock exchange 142. Commission may extend period for giving notice under this Division 143. Company to keep register of substantial shareholders 144. Offences against certain sections 145. Knowledge of servant or agent imputed to master or principal 146. Powers of court with respect to defaulting substantial shareholder 147. Register of debenture holders and copies of trust deed 148. Branch registers 149. Specific performance of contracts 150. Perpetual debentures 151. Re-issue of redeemed debentures 152. Qualifications of trustee for debenture holders 153. Retirement of trustees 154. Contents of trust deed 155. Power of Court in relation to certain irredeemable debentures 156. Duties of trustees 157. Powers of trustee to apply to the Court for directions, &c. 158. Obligations of borrowing corporation 159. Obligation of guarantor corporation to furnish information 160. Loans and deposits to be immediately repayable on certain events 161. Invitations or offers by prescribed corporations 162. Compliance with laws of State or other Territory sufficient compliance for certain companies 163. Liability of trustees for debenture holders 164. Interpretation 165. Approved deeds 166. Approval of deeds 167. Approval of trustees 168. Covenants to be included in deeds 169. Prescribed interests to be issued by companies only 170. Statement to be issued 171. No issue without approved deed 172. Register of holders of prescribed interests 173. Returns, information, &c., relating to prescribed interests 174. Penalty for breach of certain provisions or covenants 175. Winding up of schemes, &c. 176. Power to exempt from compliance with Division and non-application of Division in certain circumstances 177. Liability of trustees 178. Nature of shares 179. Numbering of shares 180. Certificate to be evidence of title 181. Company may have duplicate common seal 182. Loss or destruction of certificates 183. Instrument of transfer 184. Registration of transfer at request of transferor 185. Notice of refusal to register transfer 186. Remedy for refusal to register transfer or transmission 187. Certification of transfers 188. Duties of company with respect to issue of certificates 189. Interpretation 190. Sufficient instrument of transfer 191. Transfer of marketable securities 192. Transfers by authorized trustee corporations 193. Execution of transfer by transferee 194. Effect of certain stamps on prescribed instruments 195. Registration of prescribed instruments 196. Operation of Division 197. Occupation need not appear in register, instrument, &c. 198. Offences 199. Interpretation and application of Division 200. Charges required to be registered 201. Lodgment of notice of charge and copy of instrument 202. Acquisition of property subject to charge 203. Registration of documents relating to charges 204. Priorities of charges 205. Certain charges void against liquidator or official manager 206. Assignment and variation of charges 207. Satisfaction of, and release of property from, charges 208. Lodgment of notices, offences, &c. 209. Company to keep documents relating to charges and register of charges 210. Certificates 211. Registration under Instruments Ordinance 1933 212. Power of Court to rectify Register, &c. 213. Charges on property of recognized companies or recognized foreign companies 214. Provisions applying when incorporation transferred 215. Power to exempt from compliance with certain requirements of Division 216. Registered office of company 217. Notice of address of registered office and office hours 218. Publication of name 219. Directors 220. Restrictions on appointment or advertisement of director 221. Qualification of director 222. Vacation of office 223. Appointment of directors to be voted on individually 224. Validity of acts of directors and secretaries 225. Removal of directors 226. Age of directors 227. Certain persons not to manage corporations 228. Disclosure of interests in contracts, property, offices, &c. 229. Duty and liability of officers 230. Loans to directors 231. Register of directors' shareholdings, &c. 232. General duty to make disclosure 233. Payments for loss of, or retirement from, office 234. Provisions as to assignment of office 235. Powers to require disclosure of directors' emoluments 236. Secretary 237. Provisions indemnifying officers or auditors 238. Register of directors, principal executive officers and secretaries 239. Statutory meeting and statutory report 240. Annual general meeting 241. Convening of general meeting on requisition 242. Convening of meetings 243. Articles as to right to demand a poll 244. Quorum, chairman, voting, &c., at meetings 245. Proxies 246. Power of Court to order meeting 247. Circulation of members' resolutions, &c. 248. Special resolutions 249. Resolution requiring special notice 250. Resolutions of exempt proprietary companies 251. Lodgment with the Commission, &c., of copies of certain resolutions and agreements 252. Resolutions at adjourned meetings 253. Minutes of proceedings 254. Inspection of minute books 255. Non-application of the Division to mutual life assurance companies 256. Register and index of members 257. Inspection and closing of register 258. Consequences of default by agent 259. Power of Court to rectify register 260. Trustee, &c., may be registered as owner of shares 261. Power of company to obtain information as to beneficial ownership of its shares 262. Branch registers 263. Annual return 264. Auditor's statement 265. Exemption of certain companies 266. Interpretation 267. Accounts to be kept 268. Financial years of grouped companies 269. Profit and loss account, balance-sheet and group accounts 270. Directors' reports 271. Rounding off of amounts in accounts and reports 272. Group accounts not to be issued, &c., until receipt of subsidiaries' accounts, &c. 273. Relief from requirements as to accounts and reports 274. Members of company entitled to balance-sheet, &c. 275. Accounts and reports to be laid before annual general meeting 276. Failure to comply with this Division 277. Qualifications of auditors 278. Unlimited exempt proprietary company need not appoint auditor in certain circumstances 279. Exempt proprietary company need not appoint auditor in certain circumstances 280. Appointment of auditors 281. Nomination of auditors 282. Removal and resignation of auditors 283. Effect of winding up on office of auditor 284. Fees and expenses of auditors 285. Powers and duties of auditors as to reports on accounts 286. Obstruction of auditor 287. Special provisions relating to borrowing and guarantor corporations 288. Banking and life insurance corporations 289. 290. Application for carrying out of investigation 291. Investigations 292. Conduct of investigations 293. Investigation of affairs of related corporation 294. Powers of Commission and inspectors appointed under corresponding law 295. Powers of inspectors 296. Examination of officers 297. Officer failing to comply with requirement of this Part 298. Record of examination 299. Admissibility of record of examination in evidence in proceedings against person examined 300. Admissibility in other proceedings of questions and answers at an examination 301. Weight of evidence 302. Credibility of person who answered questions 303. Determination of objection to admissibility of question and answer 304. Delegation by inspector 305. Reports of investigations 306. Provisions relating to reports 307. Commission's powers in respect of books 308. Privileged communications 309. Expenses of investigation 310. Concealing, &c., of books of corporation 311. Power of Commission to make certain orders 312. Application for winding up 313. Certain powers not to be delegated 314. Crown to be bound 315. Power to compromise with creditors and members 316. Information as to compromise with creditors or members 317. Provisions for facilitating reconstruction and amalgamation of corporations 318. Acquisition of shares of shareholders dissenting from scheme or contract approved by majority 319. Notification of appointment of scheme manager and power of Court to require report 320. Remedy in cases of oppression or injustice 321. Interpretation 322. Crown to be bound 323. Disqualification for appointment as receiver 324. Liability of receiver 325. Power of Court to fix remuneration of receivers 326. Notification of appointment of receiver 327. Statement that receiver appointed 328. Provisions as to information where receiver appointed 329. Special provisions as to statement submitted to receiver 330. Lodging of accounts of receivers 331. Payments of certain debts out of property subject to floating charge in priority to claims under charge 332. Enforcement of duty of receiver to make returns 333. Interpretation 334. Crown to be bound 335. Power of company to call meeting of creditors to appoint official manager 336. Statement of affairs of company to be submitted to meeting of creditors of company 337. Power to adjourn meeting 338. Power of creditors to place company under official management 339. Appointment of committee of management 340. Notice of appointment and address of official manager 341. Effect of resolution 342. Six-monthly meetings of creditors and members 343. Stay of proceedings 344. Power to extend period of official management 345. Extension of period of official management 346. Appointment of official manager not to affect appointment and duties of auditor 347. Duties of official manager 348. Undue preferences in the case of official management 349. Application and disposal of property during official management 350. Official manager may apply to Court for directions 351. Certain provisions applicable to official management 352. Power of Court to terminate official management and give directions 353. Resolution to place company under official management effective, subject to appeal 354. Lodgment of office copy of Court order 355. Termination of appointment and release of official manager 356. Notification that corporation is under official management 357. Functions of committee of management and appointment of deputy official manager 358. Crown to be bound 359. Modes of winding up 360. Liability as contributories of present and past members 361. Nature of liability of contributory 362. Contributories in case of death or bankruptcy of member 363. Application for winding up 364. Circumstances in which company may be wound up by Court 365. Commencement of winding up by the Court 366. As to payment of preliminary costs, &c. 367. Powers of Court on hearing application 368. Avoidance of dispositions of property, attachments, &c. 369. Application to be lis pendens 370. Certain notices to be lodged with Commission 371. Effect of winding up order 372. Power of Court to appoint official liquidator 373. General provisions as to liquidators 374. Custody and vesting of company's property 375. Statement of company's affairs to be submitted to liquidator 376. Preliminary report by liquidator 377. Powers of liquidator 378. Settlement of list of contributories and application of property 379. Exercise and control of liquidator's powers 380. Payment by liquidator into bank 381. Release of liquidators and dissolution of company 382. As to orders for release or dissolution 383. Power to stay or terminate winding up 384. Delivery of property to liquidator 385. Appointment of special manager 386. Claims of creditors and distribution of property 387. Inspection of books by creditors and contributories 388. Power to arrest absconding contributory 389. Delegation to liquidator of certain powers of Court 390. Powers of Court cumulative 391. Limitation on right to wind up voluntarily 392. Circumstances in which company may be wound up voluntarily 393. Commencement of winding up 394. Effect of voluntary winding up 395. Declaration of solvency 396. Liquidators 397. Duty of liquidator to call creditors' meeting in case of insolvency 398. Meeting of creditors 399. Power to adjourn meeting 400. Liquidators 401. Execution and civil proceedings 402. Execution and civil proceedings against recognized companies 403. Distribution of property of company 404. Appointment of liquidator 405. Removal of liquidator 406. Review of liquidator's remuneration 407. Acts of liquidator valid, &c. 408. Powers and duties of liquidator 409. Power of liquidator to accept shares, &c., as consideration for sale of property of company 410. Annual meeting of creditors 411. Final meeting and dissolution 412. Arrangement, when binding on creditors 413. Application to Court to have questions determined or powers exercised 414. Costs 415. Interpretation 416. Books to be kept by liquidator 417. Disqualification of liquidators 418. Reports by liquidator 419. Liquidators to enjoy qualified privilege in certain circumstances 420. Supervision of liquidators 421. Notice of appointment and address of liquidator 422. Liquidator's accounts 423. Liquidator to make good defaults 424. Notification that a corporation is in liquidation 425. Books of company 426. Investment of surplus funds on general account 427. Unclaimed property to be paid to Minister 428. Companies Liquidation Account 429. Expenses of winding up where property insufficient 430. Resolutions passed at adjourned meetings of creditors and contributories 431. Meetings to ascertain wishes of creditors or contributories 432. Convening of meetings by liquidator for appointment of committee of inspection 433. Proceedings of committee of inspection 434. Vacancies on committee of inspection 435. Member of committee not to accept extra benefit 436. Powers of Court where no committee of inspection 437. Interpretation 438. Proofs of debts 439. Computation of debts 440. Debts proved to rank equally except as otherwise provided 441. Priority payments 442. Orders under section 309 or under section 33 of Securities Industry Act 443. Debts due to employees 444. Debts of a class to rank equally 445. Advances in respect of wages and leave of absence 446. Priority of employees' claims over floating charges 447. Insurance against liabilities to third parties 448. Provisions relating to injury compensation 449. Priority where security given for payment of taxes 450. Power of Court to make orders in favour of certain creditors 451. Undue preference 452. Effect of floating charge 453. Liquidator's right to recover in respect of certain transactions 454. Disclaimer of onerous property 455. Executions, attachments, &c., before winding up 456. Duties of sheriff after receiving notice of application 457. Prosecution of delinquent officers and members 458. Power of Court to declare dissolution of company void 459. Power of Commission to deregister defunct company 460. Commission to act as representative of defunct company in certain events 461. Outstanding property of defunct company to vest in Commission 462. Outstanding interests in property, how disposed of 463. Liability of Commission and Commonwealth as to property vested in Commission 464. Accounts 465. Recognition and enforcement in the Territory of order made in a participating State or participating Territory in relation to a recognized company or recognized foreign company 466. Exercise by the Court of powers or functions in relation to a recognized company or recognized foreign company 467. Power of Registrar to request Supreme Court of a participating State or participating Territory to exercise or perform powers or functions 468. Powers and functions in the Territory of liquidators of recognized companies or recognized foreign companies 469. Application 470. Winding up of bodies to which this Division applies 471. Contributories in winding up of a body to which this Division applies 472. Power of Court to stay or restrain proceedings 473. Outstanding property of defunct body formed within Australia 474. Outstanding property of defunct body formed outside Australia 475. Application of Act to no liability companies 476. Shareholder not liable to calls or contributions 477. Dividends payable on shares held irrespective of amount paid up on shares 478. Calls, when due 479. Forfeiture of shares 480. Provisions as to sale of forfeited shares 481. As to shares held by or in trust for company 482. Sale of shares on non-payment of calls valid although specific numbers not advertised 483. Postponement of sale 484. Redemption of forfeited shares 485. Office to be open the day before sale 486. Distribution of surplus where cessation of business upon winding up 487. Distribution of surplus where cessation of business within 12 months 488. As to rights attaching to preference shares issued to promoters 489. Restrictions on tribute arrangements 490. Interpretation 491. Restriction on borrowing by investment companies 492. Restriction on investments of investment companies 493. Restriction on underwriting by investment companies 494. Special requirements as to articles and prospectus 495. Investment company not to hold shares in other investment companies 496. Investment company not to speculate in commodities 497. Balance-sheets and accounts 498. Investment fluctuation reserve 499. Penalties 500. Interpretation 501. Notification of principal office in participating State or Territory 502. Notice to be given of change or alteration in principal office in participating State or Territory 503. Notice to be lodged of cessation of business in participating State or Territory 504. Offences 505. Interpretation 506. Power to hold land 507. Recognized company or recognized foreign company to have a principal office 508. Name of recognized company or recognized foreign company to be reserved or registered 509. Publication of name, &c., of recognized company or recognized foreign company 510. 511. Power of foreign companies to hold land 512. Unregistered foreign company not to establish place of business or carry on business in the Territory 513. Registered office of registered foreign company 514. Agents 515. Notice to be filed where documents, &c., altered 516. Balance-sheets and other documents 517. Publication of name, &c., of foreign company 518. Cessation of business, &c. 519. Name of foreign company to be struck off register 520. Restriction on use of certain names 521. Branch register of shares in foreign company 522. Registration of shares in branch register 523. Removal of shares from branch register 524. Index of members and inspection and closing of branch registers 525. Branch register to be prima facie evidence 526. Certificate as to shareholding 527. Penalties 528. Service of documents on company 529. Service of documents on recognized company or recognized foreign company 530. Service of documents on registered foreign company 531. Vesting of property 532. Parts of dollar to be disregarded in determining majority in value of creditors, &c. 533. Costs 534. Disposal of securities if whereabouts of holder unknown 535. Power to grant relief 536. Power of Court to give directions with respect to meetings ordered by the Court 537. Appeals from decisions of Commission 538. Appeals from decisions of receivers, liquidators, &c. 539. Irregularities 540. Power of Commission to intervene in proceedings 541. Examination of persons concerned with corporations 542. Orders against persons concerned with corporations 543. Civil proceedings not to be stayed 544. Form and evidentiary value of books 545. Inspection of books 546. Location of books kept on computers, &c. 547. Location of registers 548. Translations of instruments 549. Certificate of incorporation conclusive evidence 550. Admissibility of books in evidence 551. Court may compel compliance 552. Restriction on offering shares, debentures, &c., for subscription or purchase 553. Interpretation 554. Offences by officers of certain companies 555. Liability where proper accounts not kept 556. Offences relating to incurring of debts or fraudulent conduct 557. Powers of Court 558. Certain rights not affected 559. Inducement to be appointed liquidator or official manager 560. Falsification of books 561. Frauds by officers 562. Court may disqualify person from acting as director, &c., in certain circumstances 563. False or misleading statements 564. False reports 565. Dividends payable from profits only 566. Restriction on use of words ''Limited'' and ''No Liability'' 567. Restriction on use of word ''Proprietary'' 568. Reciprocity in relation to offences 569. Offences committed partly in and partly out of the Territory 570. General penalty provisions 571. Continuing offences 572. Officers and other persons in default 573. Power of Court to prohibit payment or transfer of moneys, securities or other property 574. Injunctions 575. Power of Court to punish for contempt of Court 576. Rules 577. Regulations 578. Non-application of rule against perpetuities to certain schemes 579. Act not to apply to trade unions 580. Operation of Life Insurance Act 581. Operation of Workmen's Compensation Supplementation Fund Ordinance SCHEDULE 1 SCHEDULE 2 SCHEDULE 3 SCHEDULE 4 SCHEDULE 5