COMPANIES ACT 1981 No. 89 of 1981 - SECT 5 Interpretation
COMPANIES ACT 1981 No. 89 of 1981 - SECT 5
Interpretation5. (1) In this Act, unless the contrary intention appears- ''accounting records'' includes invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry and also includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up; ''annual general meeting'', in relation to a company, means a meeting of the company required to be held by section 240; ''annual return'' means the return required to be made by section 263 and includes any document accompanying the return; ''authorized trustee corporation'' means a body corporate that is declared by the regulations to be an authorized trustee corporation for the purposes of the provision in which the expression appears; ''articles'' means articles of association; ''banker's books'' means- (a) books of a banking corporation, including any documents used in the ordinary business of a banking corporation; (b) cheques, orders for the payment of money, bills of exchange and promissory notes in the possession or under the control of a banking corporation; and (c) securities or documents of title to securities in the possession or under the control of a banking corporation whether by way of pledge or otherwise; ''banking corporation'' means- (a) a bank as defined in section 5 of the Banking Act 1959; (b) the Primary Industry Bank of Australia; or (c) a bank constituted under a law of a State or Territory; ''books'' includes any register or other record of information and any accounts or accounting records, however compiled, recorded or stored, and also includes any document; ''borrowing corporation'' means a corporation that is or will be under a liability to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the corporation or an offer to the public of debentures of the corporation for subscription or purchase but does not include a banking corporation; ''branch register'' means- (a) in relation to a company-a branch register of members of the company kept pursuant to section 262; or (b) in relation to a foreign company-a branch register of members of the company kept pursuant to section 521; ''business day'' means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the Territory; ''certified'' means- (a) in relation to a copy of or extract from a document-certified by a statement in writing to be a true copy of or extract from the document; or (b) in relation to a translation of a document-certified by a statement in writing to be a correct translation of the document into the English language; ''charge'' means a charge created in any way and includes a mortgage and an agreement to give or execute a charge or mortgage, whether upon demand or otherwise; ''chargee'' means the holder of a charge and includes a person in whose favour a charge is to be given or executed, whether upon demand or otherwise, pursuant to an agreement; ''Companies Ordinance 1962'' means the Companies Ordinance 1962 of the Territory as amended and in force immediately before the commencement of this Act; ''company'' means a company incorporated or deemed to be incorporated under this Act or under any corresponding previous law of the Territory; ''company having a share capital'' includes an unlimited company with a share capital; ''company limited by guarantee'' means a company formed on the principle of having the liability of its members limited by the memorandum to the respective amounts that the members undertake to contribute to the property of the company in the event of its being wound up; ''company limited by shares'' means a company formed on the principle of having the liability of its members limited by the memorandum to the amount (if any) unpaid on the shares respectively held by them; ''contributory'' means- (a) in relation to a company other than a no liability company- (i) a person liable as a member or past member to contribute to the property of the company in the event of its being wound up; (ii) in the case of a company having a share capital-a holder of fully paid shares in the company; and (iii) before the final determination of the persons who are contributories by virtue of sub-paragraphs (i) and (ii)-a person alleged to be such a contributory; (b) in relation to a body corporate to which Division 6 of Part XII applies- (i) a person who is a contributory by virtue of section 471; and (ii) before the final determination of the persons who are contributories by virtue of sub-paragraph (i)-a person alleged to be such a contributory; and (c) in relation to a no liability company-subject to section 476, a member of the company; ''corporation'' means any body corporate, whether formed or incorporated within or outside the Territory, and includes any company, any foreign company and any recognized company but does not include- (a) a body corporate that is incorporated within Australia or an external Territory and is a public authority or an instrumentality or agency of the Crown; (b) a corporation sole; (c) a society registered under the Co-operative Societies Ordinance 1939; or (d) an association, society, institution or body incorporated under the Associations Incorporation Ordinance 1953; ''creditors' voluntary winding up'' means a winding up under Division 3 of Part XII, other than a members' voluntary winding up; ''dealing in securities'' means (whether as principal or agent) acquiring, disposing of, subscribing for, underwriting or sub-underwriting securities or making or offering to make, or inducing or attempting to induce a person to make or to offer to make, an agreement- (a) for or with respect to acquiring, disposing of, subscribing for, underwriting or sub-underwriting securities; or (b) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for, underwrites or sub-underwrites securities or to any of the parties to the agreement in relation to securities; ''debenture'' includes debenture stock, bonds, notes and any other document evidencing or acknowledging indebtedness of a corporation in respect of money that is or may be deposited with or lent to the corporation, whether constituting a charge on property of the corporation or not, but does not include- (a) a document that merely acknowledges the receipt of money by a corporation in a case where, in respect of the money, the corporation issues, in compliance with section 97, a document prescribed by sub-section (2) of that section and complies with the other requirements of that section; (b) a cheque, order for the payment of money or bill of exchange; (c) a promissory note having a face value of not less than $50,000; or (d) for the purposes of the application of this definition to a provision of this Act in respect of which the regulations provide that the word ''debenture'' does not include a prescribed document or a document included in a prescribed class of documents-that document or a document included in that class of documents, as the case may be; ''deed'' includes an instrument having the effect of a deed; ''director'', in relation to a corporation, includes- (a) any person occupying or acting in the position of director of the corporation, by whatever name called and whether or not validly appointed to occupy or duly authorized to act in the position; and (b) any person in accordance with whose directions or instructions the directors of the corporation are accustomed to act; ''emoluments'' means the amount or value of any money, consideration or benefit given, directly or indirectly, to a director of a corporation in connection with the management of affairs of the corporation or of any holding company or subsidiary of the corporation, whether as a director or otherwise, but does not include amounts in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the corporation; ''executive officer'', in relation to a corporation, means any person, by whatever name called and whether or not he is a director of the corporation, who is concerned, or takes part, in the management of the corporation; ''exempt proprietary company'' means a proprietary company- (a) no share in which is, by virtue of sub-sections (5) and (6) of this section, deemed to be owned by a public company; and (b) no member of which is a public company; ''expert'', in relation to a matter, means any person whose profession or reputation gives authority to a statement made by him in relation to that matter; ''filed'' means filed under this Act or any corresponding previous law of the Territory; ''financial year'' means- (a) in relation to a company incorporated under a corresponding previous law of the Territory- (i) a period of 12 months, or such other period (whether longer or shorter than 12 months) not exceeding 18 months as the directors (subject to the requirements of section 240 as to the holding of annual general meetings of the company) resolve, commencing at the expiration of the period in respect of which the last profit and loss account laid before the company at an annual general meeting before the commencement of this Act was made out or, if no profit and loss account was made out and laid before the company at an annual general meeting before the commencement of this Act, on the date of incorporation of the company; and (ii) each period of 12 months, or such other period (whether longer or shorter than 12 months) not exceeding 18 months as the directors (subject to the requirements of section 240 as to the holding of annual general meetings of the company) resolve, commencing at the expiration of the previous financial year of the company; (b) in relation to a company incorporated under this Act- (i) a period of 12 months, or such other period (whether longer or shorter than 12 months) not exceeding 18 months as the directors (subject to the requirements of section 240 as to the holding of annual general meetings of the company) resolve, commencing on the date of incorporation of the company; and (ii) each period of 12 months, or such other period (whether longer or shorter than 12 months) not exceeding 18 months as the directors (subject to the requirements of section 240 as to the holding of annual general meetings of the company) resolve, commencing at the expiration of the previous financial year of the company; and (c) in relation to a corporation incorporated outside the Territory- (i) if a profit and loss account of the corporation is required, under the law of the place where the corporation is incorporated, to be made out in respect of a particular period-that period; or (ii) in a case to which sub-paragraph (i) does not apply-a period in respect of which a profit and loss account of the corporation is made out; ''floating charge'' includes a charge that conferred a floating security at the time of its creation but has since become a fixed or specific charge; ''foreign company'' means- (a) any body (including a society or association) incorporated outside the Territory, not being- (i) a recognized company; (ii) a corporation sole; or (iii) a body corporate that is incorporated within Australia or an external Territory and is a public authority or an instrumentality or agency of the Crown; or (b) an unincorporated society, association or other body formed outside the Territory that, under the law of its place of formation, may sue or be sued, or may hold property in the name of the secretary or other officer of the society, association or body duly appointed for that purpose and which does not have its head office or principal place of business in the Territory; ''guarantor corporation'', in relation to a borrowing corporation, means a corporation that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing corporation in response to an invitation to the public to subscribe for or purchase debentures of the borrowing corporation or an offer to the public of debentures of the borrowing corporation for subscription or purchase; ''home exchange'', in relation to a company, means the stock exchange designated to the company as its Home Exchange by the Australian Associated Stock Exchanges; ''industrial instrument'' means- (a) a contract of employment; or (b) a law, award, determination or agreement relating to terms or conditions of employment; ''injury compensation'' means compensation payable under any law relating to workers compensation; ''insolvent under administration'' means a person who- (a) under the Bankruptcy Act 1966 or the law of an external Territory, is a bankrupt in respect of a bankruptcy from which he has not been discharged; or (b) under the law of a country other than Australia or the law of an external Territory, has the status of an undischarged bankrupt, and includes- (c) a person who has executed a deed of arrangement under Part X of the Bankruptcy Act 1966 or the corresponding provisions of the law of an external Territory or of the law of a country other than Australia where the terms of the deed have not been fully complied with; and (d) a person whose creditors have accepted a composition under Part X of the Bankruptcy Act 1966 or the corresponding provisions of the law of an external Territory or of the law of a country other Australia where a final payment has not been made under that composition; ''investment contract'' means any contract, scheme or arrangement that, in substance and irrespective of the form of the contract, scheme or arrangement, involves the investment of money in or under such circumstances that the investor acquires or may acquire an interest in or right in respect of property, whether in the Territory or elsewhere, that, under, or in accordance with, the terms of investment will, or may at the option of the investor, be used or employed in common with any other interest in or right in respect of property, whether in the Territory or elsewhere, acquired in or under like circumstances; ''issue'' includes circulate, distribute and disseminate; ''leave of absence'' means long service leave, extended leave, recreation leave, annual leave, sick leave or any other form of leave of absence from employment; ''limited company'' means a company limited by shares or by guarantee or both by shares and by guarantee but does not include a no liability company; ''listed corporation'' means a corporation that has been admitted to the official list of a stock exchange in Australia or an external Territory and has not been removed from that official list; ''lodged'' means- (a) in relation to the Commission-lodged under this Act; or (b) in relation to the Registrar of Companies-lodged or filed with the Registrar of Companies under any corresponding previous law of the Territory; ''machine-copy'', in relation to a document, means a copy made of the document by any machine in which or process by which an image of the contents of the document is reproduced from surface contact with the document or by the use of photo-sensitive material other than transparent photographic film; ''marketable securities'' means debentures, stocks, shares or bonds of any Government, of any local government authority or of any corporation, association or society, and includes any right or option in respect of shares in any corporation and any prescribed interest; ''members' voluntary winding up'' means a winding up under Division 3 of Part XII where a declaration has been made and lodged pursuant to section 395 ; ''memorandum'' means memorandum of association; ''minerals'' means minerals in any form, whether solid, liquefied or gaseous and whether organic or inorganic; ''minimum subscription'', in relation to any shares offered to the public for subscription or for which the public are invited to subscribe, means the amount stated in the prospectus relating to the offer or invitation pursuant to paragraph 98 (1) (d) as the minimum amount that, in the opinion of the directors, must be raised by the issue of the shares; ''mining company'' means a company the sole objects of which are mining purposes; ''mining purposes'' means all or any of the following purposes: (a) prospecting for ores, metals or minerals; (b) obtaining, by any mode or method, ores, metals or minerals; (c) the sale or other disposal of ores, metals, minerals or other products of mining; (d) the carrying on of any business or activity necessary for or incidental to any of the foregoing purposes, whether in the Territory or elsewhere, but does not include quarrying operations for the sole purpose of obtaining stone for building, roadmaking or similar purposes; ''negative'', in relation to a document, means a transparent negative photograph used or intended to be used as a medium for reproducing the contents of the document, and includes a transparent photograph made from surface contact with the original negative photograph; ''no liability company'' means a company that does not have under its memorandum and articles a contractual right to recover calls made upon its shares from a shareholder who defaults in payment of those calls; ''nominee corporation'' means a corporation whose principal business is the business of holding marketable securities as a trustee or nominee; ''officer'', in relation to a corporation, includes- (a) a director, secretary, executive officer or employee of the corporation; (b) a receiver and manager of the property or any part of the property of the corporation appointed under a power contained in an instrument; (c) an official manager or deputy official manager of the corporation; (d) a liquidator of the corporation appointed in a voluntary winding up of the corporation; and (e) a trustee or other person administering a compromise or arrangement made between the corporation and another person or other persons, but does not include- (f) a receiver who is not also a manager; (g) a receiver and manager appointed by a court; or (h) a liquidator appointed by a court; ''official liquidator'' means a person registered as an official liquidator under section 21 or deemed to be registered as an official liquidator under this Act; ''official manager'' means a person appointed as an official manager under Part XI; ''prescribed'' means prescribed by this Act, by the regulations or by the rules; ''prescribed interest'' means any right to participate or any interest, whether enforceable or not and whether actual, prospective or contingent- (a) in any profits, assets or realization of any financial or business undertaking or scheme whether in the Territory or elsewhere; (b) in any common enterprise, whether in the Territory or elsewhere, in relation to which the holder of the right or interest is led to expect profits, rent or interest from the efforts of the promoter of the enterprise or a third party; or (c) in any investment contract, whether or not the right or interest is evidenced by a formal document and whether or not the right or interest relates to a physical asset, but does not include- (d) any share in, or debenture of, a corporation; (e) any interest in, or arising out of, a policy of life insurance; (f) an interest in a partnership agreement, unless the agreement or proposed agreement- (i) relates to an undertaking, scheme, enterprise or investment contract promoted by or on behalf of a person whose ordinary business is or includes the promotion of similar undertakings, schemes, enterprises or investment contracts, whether or not that person is, or is to become, a party to the agreement or proposed agreement; or (ii) is or would be an agreement, or is or would be within a class of agreements, prescribed by the regulations for the purposes of this paragraph; or (g) a right or interest, or a right or interest included in a class or kind of rights or interests, declared by the regulations to be an exempt right or interest, or a class or kind of exempt rights or interests, for the purposes of Division 6 of Part IV; ''principal executive officer'', in relation to a company, means the principal executive officer of the company for the time being, by whatever name called, and whether or not he is a director; ''principal register'', in relation to a company, means the register of members of the company kept pursuant to section 256; ''profit and loss account'' includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period and, if the corporation concerned is engaged in the development or exploration of natural resources, also includes an operations account or any like account and a development account or any like account; ''promoter'', in relation to a prospectus issued by or in connection with a corporation, means a promoter of the corporation who was a party to the preparation of the prospectus or of any relevant portion of the prospectus, but does not include a person by reason only of his acting in the proper performance of the functions attaching to his professional capacity or to his business relationship with a promoter of the corporation; ''proprietary company'' means- (a) a company that, immediately before the commencement of this Act, was a proprietary company under the provisions of the Companies Ordinance 1962; (b) any company incorporated as a proprietary company by virtue of section 34; or (c) any company converted into a proprietary company pursuant to sub-section 70 (1), being a company that has not ceased to be a proprietary company under section 70 or 71; ''prospectus'' means- (a) in a case where the expression is used in relation to subscribing for shares in or debentures of, or units of shares in or units of debentures of, a corporation-a written notice, circular or other instrument inviting applications or offers from the public to subscribe for, or offering to the public for subscription, shares in or debentures of, or units of shares in or units of debentures of, as the case may be, the corporation; (b) in a case where the expression is used in relation to the purchase of shares in or debentures of, or units of shares in or units of debentures of, a corporation-a written notice, circular or other instrument inviting applications or offers from the public to purchase, or offering to the public for purchase, shares in or debentures of, or units of shares in or units of debentures of, as the case may be, the corporation; (c) in a case where the expression is used in relation to shares in or debentures of, or units of shares in or units of debentures of, a corporation otherwise than as mentioned in paragraphs (a) and (b)-a written notice, circular or other instrument inviting applications or offers from the public to subscribe for or purchase, or offering to the public for subscription or purchase, shares in or debentures of, or units of shares in or units of debentures of, as the case may be, the corporation; (d) in a case where the expression is used in relation to a corporation otherwise than as mentioned in paragraphs (a), (b) and (c)-a written notice, circular or other instrument inviting applications or offers from the public to subscribe for or purchase, or offering to the public for subscription or purchase, any shares in or debentures of, or any units of shares in or units of debentures of, the corporation; or (e) in any other case where the expression is used-a written notice, circular or other instrument inviting applications or offers from the public to subscribe for or purchase, or offering to the public for subscription or purchase, any shares in or debentures of, or any units of shares in or units of debentures of, a corporation; ''public company'' means a company other than a proprietary company; ''recognized company'' means a body that is a company within the meaning of a provision of a law of a participating State or of a participating Territory that corresponds with this section; ''recognized foreign company'' means a foreign company formed outside Australia and the external Territories that is registered as a foreign company in a participating State or a participating Territory under the provisions of the law of that State or Territory that correspond with Division 5 of Part XIII; ''registered'' means registered under this Act or any corresponding previous law of the Territory; ''registered company auditor'' means a person registered as an auditor, or deemed to be registered as an auditor, under this Act and, in relation to a corporation that is not a company, includes a person qualified to act as the auditor of the corporation under the law of the place in which the corporation is formed; ''registered foreign company'' means a foreign company that is registered under Division 5 of Part XIII; ''registered liquidator'' means a person registered as a liquidator under sub-section 20 (1) or (2) or deemed to be registered as a liquidator under this Act; ''Registrar of Companies'' means a person who held office as Registrar of Companies, as an Acting Registrar of Companies, or as a Deputy Registrar of Companies, under a corresponding previous law of the Territory; ''related corporation'', in relation to a corporation, means a corporation that is deemed to be related to the first-mentioned corporation by virtue of sub-section 7 (5); ''relative'', in relation to a person, means the spouse, parent or remoter lineal ancestor, son, daughter or remoter issue, or brother or sister of the person; ''reproduction'', in relation to a document, means a machine-copy of the document or a print made from a negative of the document; ''resolution'', in relation to a corporation, means a resolution other than a special resolution; ''resolution for voluntary winding up'' means the special resolution referred to in section 392; ''rules'' means rules of Court made under section 28 of the Australian Capital Territory Supreme Court Act 1933 ; ''securities'', in relation to a corporation, means- (a) shares in, or debentures of, the corporation; (b) any unit in any such shares or debentures; and (c) any prescribed interest made available by the corporation; ''share'' means share in the share capital of a corporation, and includes stock except where a distinction between stock and shares is expressed or implied; ''sheriff'' includes any person charged with the execution of a writ or other process; ''special resolution'' has the meaning given to that expression by section 248 ; ''statutory meeting'' means the meeting referred to in section 239; ''statutory report'' means the report referred to in section 239; ''stock exchange'' means, where that expression appears in a provision for the purposes of which a regulation is in force defining that expression, a stock exchange as defined by that regulation; ''stock market'' means a market, exchange or other place at which, or a facility by means of which, securities of corporations are regularly offered for sale, purchase or exchange; ''Table A'' means Table A in Schedule 3; ''Table B'' means Table B in Schedule 3; ''transparency'', in relation to a document, means- (a) a developed negative or positive photograph of that document (in this definition referred to as an ''original photograph'') made, on a transparent base, by means of light reflected from, or transmitted through, the document; (b) a copy of an original photograph made by the use of photo-sensitive material (being photo-sensitive material on a transparent base) placed in surface contact with the original photograph; or (c) any one of a series of copies of an original photograph, the first of the series being made by the use of photo-sensitive material (being photo-sensitive material on a transparent base) placed in surface contact with a copy referred to in paragraph (b), and each succeeding copy in the series being made, in the same manner, from any preceding copy in the series; ''unit'', in relation to a share, debenture or other interest (whether a prescribed interest or not), means any right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever term called, and includes any option to acquire any such right or interest in the share, debenture or other interest; ''unlimited company'' means a company formed on the principle of having no limit placed on the liability of its members; ''voting share'', in relation to a body corporate, means an issued share in the body corporate that confers a right to vote, not being a right to vote that is exercisable only in one or more of the following circumstances: (a) during a period during which a dividend (or part of a dividend) in respect of the share is in arrears; (b) upon a proposal to reduce the share capital of the body corporate; (c) upon a proposal that affects rights attached to the share; (d) upon a proposal to wind up the body corporate; (e) upon a proposal for the disposal of the whole of the property, business and undertaking of the body corporate; (f) during the winding up of the body corporate; ''wages'', in relation to a company, means amounts payable to or in respect of an employee of the company (whether the employee is remunerated by salary, wages, commission or otherwise) under an industrial instrument, including amounts payable by way of allowance or reimbursement but not including amounts payable in respect of leave of absence. (2) For the purposes of this Act, a person shall not be regarded as a person in accordance with whose directions or instructions the directors of a body corporate are accustomed to act by reason only that the directors act on advice given by that person in the proper performance of the functions attaching to his professional capacity or to his business relationship with the other person. (3) For the purposes of this Act- (a) a reference to an invitation to do any act or thing includes a reference to an invitation to make an offer to do that act or thing; (b) a reference to an invitation to the public to subscribe for or purchase debentures of a corporation includes a reference to an invitation to the public to deposit money with or lend money to a corporation; and (c) a reference to an offer to the public of debentures of a corporation for subscription or purchase includes a reference to an offer to the public by a corporation to accept money that is deposited with, or money that is lent to, the corporation. (4) A reference in this Act to, or to the making of, an offer to the public or to, or to the issuing of, an invitation to the public shall, unless the contrary intention appears, be construed as including a reference to, or to the making of, an offer to any section of the public or to, or to the issuing of, an invitation to any section of the public, as the case may be, whether selected as clients of the person making the offer or issuing the invitation or in any other manner and notwithstanding that the offer is capable of acceptance only by each person to whom it is made or that an offer or application may be made pursuant to the invitation only by a person to whom the invitation is issued, but a bona fide offer or invitation shall not be taken to be an offer or invitation to the public if it- (a) is an offer or invitation to enter into an underwriting agreement; (b) is made or issued to a person whose ordinary business is to buy or sell shares, debentures or prescribed interests, whether as principal or agent; (c) is made or issued to existing members or debenture holders of a corporation and relates to shares in, or debentures of, that corporation; (ca) is made or issued to holders of prescribed interests made available by a corporation pursuant to a deed that is an approved deed for the purposes of Division 6 of Part IV and is an offer or invitation that relates to prescribed interests made available by that corporation pursuant to the same approved deed; or (d) is made or issued to existing members of a company in connection with a proposal referred to in section 409 and relates to shares in that company. (5) For the purposes of the definition of ''exempt proprietary company'' in sub-section (1), a share in a proprietary company shall be deemed to be owned by a public company if any beneficial interest in the share is held, directly or indirectly, by- (a) a public company; (b) a proprietary company a beneficial interest in a share in which is held, directly or indirectly, by a public company; or (c) a proprietary company a beneficial interest in a share in which is held, directly or indirectly, by a proprietary company a beneficial interest in a share in which is held, directly or indirectly, by- (i) a public company; or (ii) another proprietary company a beneficial interest in a share in which is held, directly or indirectly, otherwise than by a natural person. (6) For the purposes of sub-section (5) but without limiting the generality of that sub-section- (a) a reference in that sub-section to a public company shall be construed as including a reference to- (i) a foreign company other than a foreign company that (whether or not Division 5 of Part XIII applies to it) is a foreign company of a kind referred to in sub-section 516 (7); and (ii) a recognized company that is not an exempt proprietary company under the corresponding law of the participating State or participating Territory in which it is incorporated; (b) a reference in that sub-section to a public company or to a proprietary company shall be construed as not including a reference to a company in respect of which a licence under section 66, or under any corresponding previous law of the Territory, is in force; and (c) a person (including a corporation) shall be deemed to hold a beneficial interest in a share- (i) if that person, either alone or together with another person or other persons, is entitled (otherwise than as trustee for, on behalf of, or on account of, another person) to receive, directly or indirectly, any dividends in respect of the share or to exercise, or to control the exercise of, any rights attaching to the share; or (ii) if that person, being a corporation, holds any beneficial interest in a share in another corporation which holds, or a subsidiary of which holds, any beneficial interest in that first-mentioned share. (7) For the purposes of this Act, a receiver of the whole or any part of the property of a company shall be deemed to be also a manager of the company if the receiver manages affairs of the company or has power under the terms of his appointment to manage affairs of the company. (8) A regulation made for the purposes of sub-paragraph (f) (ii) of the definition of ''prescribed interest'' in sub-section (1) does not apply to an agreement or a class of agreements relating to a partnership- (a) being a partnership for the carrying on of a profession or trade where a person carrying on that profession or trade is required by any law of the Territory to be registered, licensed or otherwise authorized in order to do so; and (b) the business of which does not include any business other than the business of a partnership referred to in paragraph (a). (9) The express references in this Act to companies and corporations shall not be taken to imply that references to persons do not include references to companies or corporations.