• Specific Year
    Any

CORPORATIONS ACT 2001 NO. 50, 2001

Table of Provisions

CHAPTER 1--Introductory

 

PART 1.1--PRELIMINARY

  • 1 Short title  
  • 2 Commencement  
  • 3 Constitutional basis for this Act  
  • 4 Referring States  
  • 5 General territorial application of Act  
  • 5A Application to the Crown  
  • 5B ASIC has general administration of this Act  
  • 5C Application of Acts Interpretation Act 1901  

PART 1.1A--INTERACTION BETWEEN CORPORATIONS LEGISLATION AND STATE AND TERRITORY LAWS

  • 5D Coverage of Part  
  • 5E Concurrent operation intended  
  • 5F Corporations legislation does not apply to matters declared by  
  • 5G Avoiding direct inconsistency arising between the Corporations  
  • 5H Registration of body as company on basis of State or Territory  
  • 5I Regulations may modify operation of the Corporations legislation  

PART 1.2--INTERPRETATION

Division 1--General

  • 6 Effect of this Part  
  • 7 Location of other interpretation provisions  
  • 9 Dictionary  

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  

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  
  • 27 Dealing in futures contracts through intermediaries: second and  
  • 28 Dealing in futures contracts, through intermediaries, on futures  
  • 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  
  • 57A Meaning of corporation  
  • 58AA Meaning of court and Court  
  • 58B Discharge of obligations under this Act  
  • 59 Debentures as consideration for acquisition of shares  
  • 61 Discretionary accounts  
  • 64 Entering into a transaction in relation to shares or  
  • 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  
  • 70 Extension of period for doing an act  
  • 71 Futures advice business  
  • 72 Futures contract  
  • 72A Act applies to certain Chapter 8 agreements as if they were  
  • 73 Futures representatives  
  • 73A When a court is taken to find a person guilty of an  
  • 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  
  • 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  
  • 86 Possession  
  • 87 Proper authority from futures licensee; invalid futures  
  • 88 Proper authority from securities licensee; invalid securities  
  • 88A Public document of a body corporate  
  • 89 Qualified privilege  
  • 90 Receivers and managers  
  • 91 Being or becoming subject to a section 206B prohibition, a  
  • 92 Securities  
  • 92A Act applies to certain relevant agreements as if they were  
  • 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  
  • 101 Amount of stock representing a number of shares  
  • 102 Applications to be in writing  
  • 102B In Australia or elsewhere, in this jurisdiction or  
  • 102C In Australia  
  • 103 Effect of certain contraventions of this Act  
  • 104 Effect of provisions empowering a person to require or prohibit  
  • 105 Calculation of time  
  • 106 Performance of functions by Commission delegate  
  • 108 Parts of dollar to be disregarded in determining majority in  
  • 109 References to persons, things and matters  
  • 109X Service of documents  

PART 1.2A--DISCLOSING ENTITIES

Division 1--Object of Part

  • 111AA Object of Part  

Division 2--Definitions

Division 3--Significance of being a disclosing entity

  • 111AN Division contains outline of significance of being a disclosing  
  • 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 ASIC  
  • 111AU Enforcing conditions of exemptions  
  • 111AV Modifications by regulations  
  • 111AW Exemptions and modifications have effect  
  • 111AX Effect of Division  

PART 1.4--TECHNICAL PROVISIONS ABOUT AIDS FOR READERS

  • 111J Small business guide  

PART 1.5--SMALL BUSINESS GUIDE

1.5.1. What registration means  
1.5.2. The company structure for small business  
1.5.3. Setting up a new company  
1.5.4. Continuing obligations after the company is set up  
1.5.5. Company directors and company secretaries  
1.5.6. Shares and shareholders  
1.5.7. Signing company documents  
1.5.8. Funding the company's operations  
1.5.9. Returns to shareholders  
1.5.10. Annual financial reports and audit  
1.5.11. Disagreements within the company  
1.5.12. 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  
  • 119 Company comes into existence on registration  
  • 119A Jurisdiction of incorporation and jurisdiction of  
  • 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  

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  

PART 2B.3--CONTRACTS BEFORE REGISTRATION

  • 131 Contracts before registration  
  • 132 Person may be released from liability but is not entitled to  
  • 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  
  • 138 ASIC may direct company to lodge consolidated  
  • 139 Company must send copy of constitution to member  
  • 140 Effect of constitution and replaceable rules  
  • 141 Table of replaceable rules  

PART 2B.5--REGISTERED OFFICE AND PLACES OF BUSINESS

  • 142 Registered office  
  • 143 ASIC may change address of registered office to a director's  
  • 144 Company's name must be displayed at registered office  
  • 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  
  • 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  
  • 156 Carrying on business using "Limited", "No Liability" or  

Division 2--Changing a company's name

  • 157 Company changing its name  
  • 158 ASIC's power to direct company to change its name  
  • 159 ASIC's power to include "Limited" in company's name  
  • 160 ASIC must issue new certificate if company's name  
  • 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  
  • 166 Effect of change of type  
  • 167 Issue of shares by company or holding company—company limited by  
  • 167AA Application of Part to company limited both by shares and by  
  •  

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  
  • 171 Register of debenture holders  
  • 172 Location of registers  
  • 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  

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  
  • 185 Interaction of sections 180 to 184 with other laws  
  • 186 Territorial application of sections 180 to 184  
  • 187 Directors of wholly-owned subsidiaries  
  • 188 Responsibility of secretaries and directors for certain  
  • 189 Reliance on information or advice provided by others  
  • 190 Responsibility for actions of delegate  
  • 190A Limited application of Division to registrable Australian  

Division 2--Disclosure of, and voting on matters involving, material personal interests

  • 191 Material personal interest—director's duty to disclose  
  • 192 Director may give other directors standing notice about an  
  • 193 Interaction of sections 191 and 192 with other laws  
  • 194 Voting and completion of transactions—directors of proprietary  
  • 195 Restrictions on voting—directors of public companies  
  • 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  

Division 4--Powers

  • 198A Powers of directors (replaceable rule—see  
  • 198B Negotiable instruments (replaceable rule—see  
  • 198C Managing director (replaceable rule—see  
  • 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,  
  • 199C Certain indemnities, exemptions, payments and agreements not  

Division 2--Termination payments

  • 200A When benefit given in connection with retirement from  
  • 200B Retirement benefits generally need membership approval  
  • 200C Benefits on transfer of undertaking or property need membership  
  • 200D Contravention to receive benefit without member  
  • 200E Approval by members  
  • 200F Exempt benefits and benefits given in certain  
  • 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  
  • 201D Consent to act as director  
  • 201E Special rules for the appointment of public company  
  • 201F Special rules for the appointment of directors for single  
  • 201G Company may appoint a director (replaceable rule—see  
  • 201H Directors may appoint other directors (replaceable  
  • 201J Appointment of managing directors (replaceable rule—see  
  • 201K Alternate directors (replaceable rule—see  
  • 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  
  • 202B Members may obtain information about directors'  
  • 202C Special rule for single director/single shareholder proprietary  

Division 3--Resignation, retirement or removal of directors

  • 203A Director may resign by giving written notice to company  
  • 203B Signpost to consequences of disqualification from managing  
  • 203C Removal by members—proprietary companies (replaceable  
  • 203D Removal by members—public companies  
  • 203E Director cannot be removed by other directors—public  
  • 203F Termination of appointment of managing director  

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  
  • 204G Signpost to consequences of disqualification from managing  

PART 2D.5--PUBLIC INFORMATION ABOUT DIRECTORS AND SECRETARIES

  • 205A Director, secretary or alternate director may notify ASIC of  
  • 205B Notice of name and address of directors and secretaries to  
  • 205C Director and secretary must give information to  
  • 205D Address for officers  
  • 205E ASIC's power to ask for information about person's position as  
  • 205F Director must give information to company  
  • 205G Listed company—director to notify securities exchange of  

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  
  • 206D Court power of disqualification—insolvency and non-payment of  
  • 206E Court power of disqualification—repeated contraventions of  
  • 206F ASIC's power of disqualification  
  • 206G Court power to grant leave  
  • 206H Territorial application of this Part  
  • 206HA Limited application of Part to registrable Australian  
  •  

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  

Division 2--Exceptions to the requirement for member approval

  • 210 Arm's length terms  
  • 211 Remuneration and reimbursement for officer or employee  
  • 212 Indemnities, exemptions, insurance premiums and payment for legal  
  • 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  
  • 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  
  • 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  
  • 237 Applying for and granting leave  
  • 238 Substitution of another person for the person granted  
  • 239 Effect of ratification by members  
  • 240 Leave to discontinue, compromise or settle proceedings brought,  
  • 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  
  • 246E Variation, cancellation or modification with unanimous support  
  • 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  
  • 247B Ancillary orders  
  • 247C Disclosure of information acquired in inspection  
  • 247D Company or directors may allow member to inspect books  
  •  

CHAPTER 2G--Meetings

 

PART 2G.1--DIRECTORS' MEETINGS

Division 1--Resolutions and declarations without meetings

  • 248A Circulating resolutions of companies with more than 1  
  • 248B Resolutions and declarations of 1 director proprietary  

Division 2--Directors' meetings

  • 248C Calling directors' meetings (replaceable rule see  
  • 248D Use of technology  
  • 248E Chairing directors' meetings (replaceable rule see  
  • 248F Quorum at directors' meetings (replaceable rule see  
  • 248G Passing of directors' resolutions (replaceable rule see  

PART 2G.2--MEETINGS OF MEMBERS OF COMPANIES

Division 1--Resolutions without meetings

  • 249A Circulating resolutions of proprietary companies with more than  
  • 249B Resolutions of 1 member companies  

Division 2--Who may call meetings of members

  • 249C Calling of meetings of members by a director (replaceable  
  • 249CA Calling of meetings of members of a listed company by a  
  • 249D Calling of general meeting by directors when requested by  
  • 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  

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  
  • 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  
  • 249Y Rights of proxies  
  • 249Z Company sending appointment forms or lists of proxies must send  
  • 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  
  • 250F Jointly held shares (replaceable rule—see  
  • 250G Objections to right to vote (replaceable rule—see  
  • 250H Votes need not all be cast in the same way  
  • 250J How voting is carried out (replaceable rule—see  
  • 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  

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  
  • 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  
  • 252C Failure of responsible entity to call meeting of the scheme's  
  • 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  
  • 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'  
  • 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  
  • 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  
  • 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  
  • 254B Terms of issue  
  • 254C No par value shares  
  • 254D Pre-emption for existing shareholders on issue of shares in  
  • 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  

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  
  •  

CHAPTER 2H--Shares

 

PART 2H.3--PARTLY-PAID SHARES

  • 254M Liability on partly-paid shares  
  • 254N Calls may be limited to when company is  
  • 254P No liability companies—calls on shares  
  • 254Q No liability companies—forfeiture and sale of shares for  
  • 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  
  • 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

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  
  • 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  
  • 257D Buy-back procedure—special shareholder approval for selective  
  • 257E Buy-back procedure—lodgment of offer documents with  
  • 257F Notice of intended buy-back  
  • 257G Buy-back procedure—disclosure of relevant information when  
  • 257H Acceptance of offer and transfer of shares to the  
  • 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  
  • 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  

PART 2J.3--FINANCIAL ASSISTANCE

  • 260A Financial assistance by a company for acquiring shares in the  
  • 260B Shareholder approval  
  • 260C Exempted financial assistance  
  • 260D Consequences of failing to comply with  

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  
  • 267 Charges in favour of certain persons void in certain  
  • 268 Assignment and variation of charges  
  • 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  
  • 272 Certificates  
  • 273A Application of State and Territory laws to charges required to  
  • 273B Application of State and Territory laws to transfers,  
  • 273C Application of specified State and Territory laws to crop liens,  
  • 273D Sections 273A to 273C do not apply to charges given by  
  • 274 Power of Court to rectify Register  
  • 277 Power to exempt from compliance with certain requirements of  

PART 2K.3--ORDER OF PRIORITY

  • 278 Definitions  
  • 279 Priorities of charges  
  • 280 General priority rules in relation to registered  
  • 281 General priority rule in relation to unregistered  
  • 282 Special priority rules  
  •  

CHAPTER 2L--Debentures

 

PART 2L.1--REQUIREMENT FOR TRUST DEED AND TRUSTEE

  • 283AA Requirement for trust deed and trustee  
  • 283AB Trust deed  
  • 283AC Who can be a trustee  
  • 283AD Existing trustee continues to act until new trustee takes  
  • 283AE Replacement of trustee  

PART 2L.2--DUTIES OF BORROWER

  • 283BA Duties of borrower  
  • 283BB General duties  
  • 283BC Duty to notify ASIC of name of trustee  
  • 283BD Duty to replace trustee  
  • 283BE Duty to inform trustee about charges  
  • 283BF Duty to give trustee and ASIC quarterly reports  
  • 283BG Exceptions  
  • 283BH How debentures may be described  
  • 283BI Offences for failure to comply with statutory duties  

PART 2L.3--DUTIES OF GUARANTOR

  • 283CA Duties of guarantor  
  • 283CB General duties  
  • 283CC Duty to inform trustee about charges  
  • 283CD Exceptions  
  • 283CE Offences for failure to comply with statutory duties  

PART 2L.4--TRUSTEE

  • 283DA Trustee's duties  
  • 283DB Exemptions and indemnifications of trustee from  
  • 283DC Indemnity  

PART 2L.5--MEETINGS OF DEBENTURE HOLDERS

  • 283EA Borrower's duty to call meeting  
  • 283EB Trustee's power to call meeting  
  • 283EC Court may order meeting  

PART 2L.6--CIVIL LIABILITY

  • 283F Civil liability for contravening this Chapter  

PART 2L.7--ASIC POWERS

  • 283GA ASIC's power to exempt and modify  
  • 283GB ASIC may approve body corporate to be trustee  

PART 2L.8--COURT

PART 2L.9--LOCATION OF OTHER DEBENTURE PROVISIONS

  • 283I 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'  
  • 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  
  • 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  
  • 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  

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  
  • 320 Lodgment of half-year reports with ASIC  
  • 321 ASIC power to require lodgment  
  • 322 Relodgment if financial statements or directors' reports amended  

Division 6--Special provisions about consolidated financial statements

  • 323 Directors and officers of controlled entity to give  
  • 323A Auditor's power to obtain information from controlled  
  • 323B Controlled entity to assist auditor  
  • 323C Application of Division to entity that has ceased to be  

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  

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  
  • 339 Evidence of text of accounting standard  

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  
  • 349 Contents of annual return—registered schemes  

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  
  • 414 Acquisition of shares of shareholders dissenting from scheme or  
  • 415 Notification of appointment of scheme manager and power of Court  

PART 5.2--RECEIVERS, AND OTHER CONTROLLERS, OF PROPERTY OF CORPORATIONS

  • 416 Definitions  
  • 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  
  • 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  
  • 420C Receiver's power to carry on corporation's business during  
  • 421 Controller's duties in relation to bank accounts and financial  
  • 421A Managing controller to report within 2 months about  
  • 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  
  • 429 Officers to report to controller about corporation's  
  • 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  
  • 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 Definitions  
  • 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  
  • 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  
  • 437F Effect of administration on company's members  

Division 4--Administrator investigates company's affairs

  • 438A Administrator to investigate affairs and consider possible  
  • 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  
  • 440D Stay of proceedings  
  • 440E Administrator not liable in damages for refusing  
  • 440F Suspension of enforcement process  
  • 440G Duties of court officer in relation to property of  
  • 440H Lis pendens taken to exist  
  • 440J Administration not to trigger liability of director or relative  

Division 7--Rights of chargee, owner or lessor

  • 441A Where chargee acts before or during decision period  
  • 441B Where enforcement of charge begins before  
  • 441C Charge on perishable property  
  • 441D Court may limit powers of chargee etc. in relation to charged  
  • 441E Giving a notice under a charge  
  • 441F Where recovery of property begins before  
  • 441G Recovering perishable property  
  • 441H Court may limit powers of receiver etc. in relation to property  
  • 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  
  • 442C When administrator may dispose of encumbered property  
  • 442D Administrator's powers subject to powers of chargee, receiver  
  • 442E Administrator has qualified privilege  
  • 442F Protection of persons dealing with administrator  

Division 9--Administrator's liability and indemnity for debts of administration

  • 443A General debts  
  • 443B Payments for property used or occupied by, or in the possession  
  • 443BA Certain taxation liabilities  
  • 443C Administrator not otherwise liable for company's debts  
  • 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  
  • 444D Effect of deed on creditors  
  • 444E Protection of company's property from persons bound by  
  • 444F Court may limit rights of secured creditor or owner or  
  • 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  
  • 445F Meeting of creditors to consider proposed variation or  
  • 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  
  • 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  
  • 449E Remuneration of administrator  

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  
  • 451C Effect of things done during administration of company  
  • 451D Time for doing act does not run while act prevented by this  

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  
  • 459C Presumptions to be made in certain proceedings  
  • 459D Contingent or prospective liability relevant to whether company  

Division 2--Statutory demand

  • 459E Creditor may serve statutory demand on company  
  • 459F When company taken to fail to comply with statutory  

Division 3--Application to set aside statutory demand

  • 459G Company may apply  
  • 459H Determination of application where there is a dispute or  
  • 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  
  • 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  
  • 462 Standing to apply for winding up  
  • 464 Application for winding up in connection with investigation under  

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  
  • 466 Payment of preliminary costs etc.  
  • 467 Court's powers on hearing application  
  • 467A Effect of defect or irregularity on application under  
  • 467B Court may order winding up of company that is being wound up  
  • 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  
  • 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  
  • 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  
  • 486B Warrant to arrest person who is absconding, or who has dealt  
  • 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  
  • 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  

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  
  • 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  
  • 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  
  • 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  
  • 518 Company limited both by shares and 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  
  • 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  
  • 531 Books to be kept by liquidator  
  • 532 Disqualification of liquidator  
  • 533 Reports by liquidator  
  • 534 Prosecution by liquidator of delinquent officers and  
  • 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  
  • 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 ASIC  
  • 545 Expenses of winding up where property insufficient  
  • 546 Resolutions passed at adjourned meetings of creditors and  
  • 547 Meetings to ascertain wishes of creditors or  

Division 5--Committees of inspection

  • 548 Convening of meetings by liquidator for appointment of committee  
  • 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  

Division 6--Proof and ranking of claims

  • 553 Debts or claims that are provable in winding up  
  • 553A Member cannot prove debt unless contributions paid  
  • 553AA Selling shareholder cannot prove debt unless documents  
  • 553B Insolvent companies—penalties and fines not generally  
  • 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  
  • 554 General rule—compute amount as at relevant date  
  • 554A Determination of value of debts and claims of uncertain  
  • 554B Discounting of debts payable after relevant date  
  • 554C Conversion into Australian currency of foreign currency debts or  
  • 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  
  • 555 Debts and claims proved to rank equally except as otherwise  
  • 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  
  • 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  
  • 563AAA Redemption of debentures  
  • 563B Interest on debts and claims from relevant date to date of  
  • 563C Debt subordination  
  • 564 Power of Court to make orders in favour of certain  

Division 7--Effect on certain transactions

  • 565 Undue preference  
  • 566 Effect of floating charge  
  • 567 Liquidator's right to recover in respect of certain  

Division 7A--Disclaimer of onerous property

  • 568 Disclaimer by liquidator; application to Court by party to  
  • 568A Liquidator must give notice of disclaimer  
  • 568B Application to set aside disclaimer before it takes  
  • 568C When disclaimer takes effect  
  • 568D Effect of disclaimer  
  • 568E Application to set aside disclaimer after it has taken  
  • 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 Definitions  
  • 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 5.7B--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  
  • 588FGB Defences in proceedings under section 588FGA  
  • 588FH Liquidator may recover from related entity benefit resulting  
  • 588FI Creditor who gives up benefit of unfair preference may prove  
  • 588FJ Floating charge created within 6 months before relation-back  

Division 3--Director's duty to prevent insolvent trading

  • 588G Director's duty to prevent insolvent trading by  
  • 588H Defences  

Division 4--Director liable to compensate company

  • 588J On application for civil penalty order, Court may order  
  • 588K Criminal court may order compensation  
  • 588L Enforcement of order under section 588J or 588K  
  • 588M Recovery of compensation for loss resulting from insolvent  
  • 588N Avoiding double recovery  
  • 588P Effect of sections 588J, 588K and 588M  
  • 588Q Certificates evidencing contravention  
  • 588R Creditor may sue for compensation with liquidator's  
  • 588S Creditor may give liquidator notice of intention to sue for  
  • 588T When creditor may sue for compensation without liquidator's  
  • 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  
  • 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  
  • 596AC Person who contravenes section 596AB liable to compensate  
  • 596AD Avoiding double recovery  
  • 596AE Effect of section 596AC  
  • 596AF Employee may sue for compensation with liquidator's  
  • 596AG Employee may give liquidator notice of intention to sue for  
  • 596AH When employee may sue for compensation without liquidator's  
  • 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  
  • 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  
  • 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  
  • 600B Review by Court of resolution of creditors passed on casting  
  • 600C Court's powers where proposed resolution of creditors lost as  
  • 600D Interim order on application under section 600A, 600B or  
  • 600E Order under section 600A or 600B does not affect act  
  • 600F Limitation on right of suppliers of essential services to insist  
  •  

CHAPTER 5A--Deregistration, and transfer of registration, of companies

 

PART 5A.1--DEREGISTRATION

  • 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  
  • 601AG Claims against insurers of deregistered company  
  • 601AH Reinstatement  

PART 5A.2--TRANSFER OF REGISTRATION

  • 601AI Transferring registration  
  • 601AJ Applying to transfer registration  
  • 601AK ASIC makes transfer of registration declaration  
  • 601AL ASIC to deregister company  
  •  

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  
  • 601BB Bodies registered as proprietary companies  
  • 601BC Applying for registration under this Part  
  • 601BD ASIC gives body ACN, registers as company and issues  
  • 601BE Registered office  
  • 601BF Name  
  • 601BG Constitution  
  • 601BH Modifications of constitution  
  • 601BJ ASIC may direct company to apply for Court approval for  
  • 601BK Establishing registers and minute books  
  • 601BL Registration of registered bodies  

Division 2--Operation of this Act

  • 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  
  • 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  
  • 601CB Application for registration  
  • 601CC Cessation of business etc.  

Division 2--Foreign companies

  • 601CD When a foreign company may carry on business in this  
  • 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 ASIC about register kept under  
  • 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  
  • 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  
  • 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  
  • 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  
  • 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  
  • 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  
  • 601FH Liquidator etc. of responsible entity entitled to exercise  

Division 2--Changing the responsible entity

  • 601FJ Changes only take effect when ASIC alters record of  
  • 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  
  • 601FP Appointment of temporary responsible entity by Court  
  • 601FQ Temporary responsible entity to take steps for appointment of  

Division 3--Consequences of change of responsible entity

  • 601FR Former responsible entity to hand over books and provide  
  • 601FS Rights, obligations and liabilities of former responsible  
  • 601FT Effect of change of responsible entity on documents etc. to  

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  
  • 601HC Directors must sign lodged copy of compliance plan  
  • 601HD ASIC may require further information about compliance  
  • 601HE Changing the compliance plan  
  • 601HF ASIC may require consolidation of compliance plan to be  
  • 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  
  • 601JF When can responsible entity indemnify compliance committee  
  • 601JG When can responsible entity pay insurance premiums for  
  • 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  
  • 601KD Non-liquid schemes-how payments are to be made  
  • 601KE Non-liquid schemes-responsible entity may cancel withdrawal  

PART 5C.7--RELATED PARTY TRANSACTIONS

  • 601LA Chapter 2E applies with modifications  
  • 601LB Replacement section 207  
  • 601LC Replacement section 208  
  • 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  

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  
  • 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  
  • 601QB Modification by regulations  
  •  

CHAPTER 6--Takeovers

 
  • 602 Purposes of Chapter  
  • 603 Chapter extends to some listed bodies that are not  
  • 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  
  • 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  
  • 613 Bidder not to exercise voting rights if failure to send bids for  
  • 615 Treatment of foreign holders under equal access issue—exception  

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  
  • 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  
  • 628 Conditions requiring payments to officers of target not allowed  
  • 629 Conditions turning on bidder's or associate's opinion not allowed  
  • 630 Defeating conditions  

PART 6.5--THE TAKEOVER PROCEDURE

Division 1--The overall procedure

  • 631 Proposing or announcing a bid  
  • 632 Overview of steps in an off-market bid  
  • 633 Detailed steps in an off-market bid  
  • 634 Overview of steps in a market bid  
  • 635 Detailed steps in a market bid  

Division 2--The bidder's statement

  • 636 Bidder's statement content  
  • 637 Bidder's statement formalities  

Division 3--The target's response

  • 638 Target's statement content  
  • 639 Target's statement formalities  
  • 640 Expert's report to accompany target's statement if bidder  
  • 641 Target must inform bidder about securities holdings  
  • 642 Expenses of directors of target companies  

Division 4--Updating and correcting the bidder's statement and target's statement

  • 643 Supplementary bidder's statement  
  • 644 Supplementary target's statement  
  • 645 Form of supplementary statement  
  • 646 Consequences of lodging a supplementary statement  
  • 647 To whom supplementary statement must be sent  

Division 5--General rules on takeover procedure

  • 648A Experts' reports  
  • 648B Address at which bidder may send documents to holders of  
  • 648C Manner of sending documents to holders of securities  
  • 648D Constitution may contain proportional takeover approval  
  • 648E Resolution to be put if proportional bid made  
  • 648F Effect of rejection of approval resolution  
  • 648G Including proportional takeover provisions in  
  • 648H Effect of Subdivision  

PART 6.6--VARIATION OF OFFERS

Division 1--Market bids

  • 649A General  
  • 649B Market bids—raising bid price  
  • 649C Market bids—extending the offer period  

Division 2--Off-market bids (express variation by bidder)

  • 650A General  
  • 650B Off-market bids—consideration offered  
  • 650C Off-market bids—extension of offer period  
  • 650D Off-market bids—method of making variation  
  • 650E Right to withdraw acceptance  
  • 650F Freeing off-market bids from defeating conditions  
  • 650G Contracts and acceptances void if defeating condition not  

Division 3--Off-market bids (automatic variations)

  • 651A Off-market bid—effect on bid consideration of purchases made  
  • 651B How to make an election for new forms of consideration  
  • 651C Returning securities as part of election  

PART 6.7--WITHDRAWAL AND SUSPENSION OF OFFERS

  • 652A Withdrawal of unaccepted offers under takeover bid  
  • 652B Withdrawal of takeover offers with ASIC consent  
  • 652C Withdrawal of market bids  

PART 6.8--ACCEPTANCES

  • 653A Acceptance of offers made under off-market bid  
  • 653B Acceptances by transferees and nominees of offers made under  

PART 6.9--OTHER ACTIVITIES DURING THE BID PERIOD

  • 654A Bidder not to dispose of securities during the bid  
  • 654B Disclosures about substantial shareholdings in listed  
  • 654C Disclosures about substantial shareholdings in unlisted  

PART 6.10--REVIEW AND INTERVENTION

Division 1--ASIC's power to exempt and modify

  • 655A ASIC's power to exempt and modify  
  • 655B Notice of decision and review rights  

Division 2--The Corporations and Securities Panel

  • 656A Review of exercise of exemption or modification powers  
  • 656B Operation and implementation of a decision that is subject to  
  • 657A Declaration of unacceptable circumstances  
  • 657B When Panel may make declaration  
  • 657C Applying for declarations and orders  
  • 657D Orders that Panel may make following declaration  
  • 657E Interim orders  
  • 657EA Internal Panel reviews  
  • 657EB References by Courts  
  • 657F Offence to contravene Panel order  
  • 657G Orders by the Court where contravention or proposed  
  • 657H ASIC may publish report about application to Panel or  
  • 658A Power of Panel where a proceeding is frivolous or  
  • 658B Evidentiary value of findings of fact by Panel  
  • 658C Panel's power to make rules  
  • 658D Inconsistency between Panel rules and ASIC exemption or  

Division 3--Court powers

  • 659A Panel may refer questions of law to the Court  
  • 659AA Object of sections 659B and 659C  
  • 659B Court proceedings before end of bid period  
  • 659C Court proceedings after end of bid period  
  •  

CHAPTER 6A--Compulsory acquisitions and buy-outs

 
  • 660A Chapter extends to some listed bodies that are not  
  • 660B Chapter extends to listed managed investment schemes  

PART 6A.1--COMPULSORY ACQUISITIONS AND BUY-OUTS FOLLOWING TAKEOVER BID

Division 1--Compulsory acquisition of bid class securities

  • 661A Compulsory acquisition power following takeover bid  
  • 661B Compulsory acquisition notice  
  • 661C Terms on which securities to be acquired  
  • 661D Holder may obtain names and addresses of other holders  
  • 661E Holder may apply to Court to stop acquisition  
  • 661F Signpost—completing the acquisition of the securities  

Division 2--Compulsory buy-out of bid class securities

  • 662A Bidder must offer to buy out remaining holders of bid class  
  • 662B Bidder to tell remaining holders of their right to be bought  
  • 662C Right of remaining holder of securities in the bid class to be  

Division 3--Compulsory buy-out of convertible securities

PART 6A.2--GENERAL COMPULSORY ACQUISITIONS AND BUY-OUTS

Division 1--Compulsory acquisition of securities by 90% holder

  • 664A Threshold for general compulsory acquisition power  
  • 664AA Time limit on exercising compulsory acquisition power  
  • 664B The terms for compulsory acquisition  
  • 664C Compulsory acquisition notice  
  • 664D Benefits outside compulsory acquisition procedure  
  • 664E Holder's right to object to the acquisition  
  • 664F The Court's power to approve acquisition  
  • 664G Signpost—completing the acquisition of the securities  

Division 2--Compulsory buy-out of convertible securities by 100% holder

  • 665A 100% holder must offer to buy out holders of convertible  
  • 665B 100% holder to tell holders of convertible securities of their  
  • 665C Right of holders of convertible securities to be bought  

Division 3--Notice that person has become 85% holder of a class of securities

  • 665D Notice by 85% holder to company  
  • 665E Notice by company to other members  

PART 6A.3--COMPLETION OF COMPULSORY ACQUISITION OF SECURITIES

  • 666A Completing the acquisition of securities  
  • 666B Statutory procedure for completion  

PART 6A.4--EXPERTS' REPORTS AND VALUATIONS

  • 667A Expert's report  
  • 667AA Expert to be nominated  
  • 667B Expert must not be an associate and must disclose prior dealings  
  • 667C Valuation of securities  

PART 6A.5--RECORDS OF UNCLAIMED CONSIDERATION

  • 668A Company's power to deal with unclaimed consideration for  
  • 668B Unclaimed consideration to be transferred to ASIC  

PART 6A.6--ASIC POWERS

  • 669 ASIC's power to exempt and modify  
  •  

CHAPTER 6B--Rights and liabilities in relation to Chapter 6 and 6A matters

 
  • 670A Misstatements in, or omissions from, takeover and compulsory  
  • 670B Right to recover for loss or damage resulting from  
  • 670C People liable on takeover or compulsory acquisition statement to  
  • 670D Defences against prosecutions under subsection 670A(3) and  
  • 670E Liability for proposing a bid or not carrying through with  
  • 670F Defences  
  •  

CHAPTER 6C--Information about ownership of listed companies and managed investment schemes

 
  • 671A Chapter extends to some listed bodies that are not  

PART 6C.1--SUBSTANTIAL HOLDING INFORMATION

  • 671B Information about substantial holdings must be given to company,  
  • 671C Civil liability  

PART 6C.2--TRACING BENEFICIAL OWNERSHIP OF SHARES

  • 672A Disclosure notices  
  • 672B Disclosure by member of relevant interests and  
  • 672C ASIC may pass information on to person who made  
  • 672D Fee for complying with a direction given by a company or scheme  
  • 672E No notice of rights  
  • 672F Civil liability  

PART 6C.3--ASIC POWERS

  • 673 ASIC's power to exempt and modify  
  •  

CHAPTER 6D--Fundraising

 

PART 6D.1--APPLICATION OF THE FUNDRAISING PROVISIONS

  • 700 Coverage of the fundraising rules  
  • 701 Treatment of offers of interests in managed investment  
  • 702 Treatment of offers of options over securities  
  • 703 Chapter may not be contracted out of  

PART 6D.2--DISCLOSURE TO INVESTORS ABOUT SECURITIES

Division 1--Overview

  • 704 When disclosure to investors is needed  
  • 705 Types of disclosure document  

Division 2--Offers that need disclosure to investors

  • 706 Issue offers that need disclosure  
  • 707 Sale offers that need disclosure  
  • 708 Offers that do not need disclosure  

Division 3--Types of disclosure documents

  • 709 Prospectuses, short-form prospectuses, profile statements and  

Division 4--Disclosure requirements

  • 710 Prospectus content—general disclosure test  
  • 711 Prospectus content—specific disclosures  
  • 712 Prospectus content—short form prospectuses  
  • 713 Special prospectus content rules for continuously quoted  
  • 714 Contents of profile statement  
  • 715 Contents of offer information statement  
  • 716 Disclosure document date and consents  

Division 5--Procedure for offering securities

  • 717 Overview of procedure for offering securities  
  • 718 Lodging of disclosure document  
  • 719 Lodging supplementary or replacement document  
  • 720 Consents needed for lodgment  
  • 721 Offer must be made in, or accompanied by, the disclosure  
  • 722 Application money to be held on trust  
  • 723 Issuing or transferring the securities under a disclosure  
  • 724 Choices open to person making the offer if disclosure document  
  • 725 Expiration of disclosure document  

PART 6D.3--PROHIBITIONS, LIABILITIES AND REMEDIES

Division 1--Prohibitions and liabilities

  • 726 Offering securities in a body that does not exist  
  • 727 Offering securities without a current disclosure  
  • 728 Misstatement in, or omission from, disclosure document  
  • 729 Right to recover for loss or damage resulting from  
  • 730 People liable on disclosure document to inform person making the  
  • 731 Due diligence defence for prospectuses  
  • 732 Lack of knowledge defence for offer information statements and  
  • 733 General defences for all disclosure documents  
  • 734 Restrictions on advertising and publicity  
  • 735 Obligation to keep consents and other documents  
  • 736 Securities hawking prohibited  

Division 2--Remedies

  • 737 Remedies for investors  
  • 738 Securities may be returned and refund obtained  

PART 6D.4--ASIC'S POWERS

  • 739 ASIC stop orders  
  • 740 Anti-avoidance determinations  
  • 741 ASIC's power to exempt and modify  
  •  

CHAPTER 7--Securities

 

PART 7.1--INTERPRETATION

PART 7.1A--THE AUSTRALIAN STOCK EXCHANGE LIMITED

Division 2--Limitations on holding shares in the Exchange

  • 766E Unacceptable ownership situation  
  • 766F Causing an unacceptable ownership situation  
  • 766G Exchange's obligation to avoid unacceptable ownership  
  • 766H Remedial orders  
  • 766I This Division extends to things outside Australia etc.  

PART 7.2--SECURITIES EXCHANGES AND STOCK MARKETS

  • 767 Conducting unauthorised stock markets  
  • 769 Approval of stock exchange  
  • 769A Ongoing requirements to be observed by securities  
  • 769B Minister's directions to comply with ongoing  
  • 769C Annual report by securities exchange about compliance with  
  • 769D Special report by securities exchange about compliance with  
  • 770 Approval of approved securities organisation  
  • 770A Approval of special stock markets for unquoted prescribed  
  • 770B Section 770A stock markets—separate markets exist in  
  • 770C Section 770A stock markets—regulations may make additional  
  • 771 Exempt stock market  
  • 772 Publication of instruments executed under section 769, 770,  
  • 772A Business rules bind securities exchange and its  
  • 772B Self-listing by securities exchanges  
  • 773 Auction, by licensed auctioneer, of forfeited shares  
  • 774 ASIC to be notified of amendments to rules  
  • 775 ASIC's power to prohibit trading in particular  
  • 776 Securities exchanges to provide assistance to ASIC  
  • 777 Power of Court to order compliance with or enforcement of  
  • 778 Gaming and wagering laws not applicable to certain contracts and  
  • 779 Qualified privilege  

PART 7.2A--THE SECURITIES CLEARING HOUSE

PART 7.3--PARTICIPANTS IN THE SECURITIES INDUSTRY

Division 1--Dealers, investment advisers and operators of managed investment schemes

  • 780 Dealers  
  • 781 Investment advisers  
  • 782 Application for a licence  
  • 783 Grant of licence to natural person  
  • 784 Grant of licence to body corporate  
  • 785 Effect of certain provisions  
  • 786 Conditions of licence  
  • 787 Licensee to notify breach of licence condition  
  • 788 Giving information and statements to ASIC  
  • 789 Register of Licence Holders  
  • 790 Notifying change in particulars  
  • 791 Annual statement of licensee  
  • 792 Time for lodging annual statement  
  • 793 ASIC may extend period for lodging statement  

Division 2--Agreements with unlicensed persons

  • 794 Certain persons not clients  
  • 795 Agreements with unlicensed persons  
  • 798 Client may give notice of rescission  
  • 799 Effect of notice under section 798  
  • 799A Client may apply to Court for partial rescission  
  • 800 Court may make consequential orders  
  • 801 Agreement unenforceable against client  
  • 802 Non-licensee not entitled to recover commission  
  • 803 Onus of establishing non-application of section 801 or  
  • 804 Client may recover commission paid to non-licensee  
  • 805 Remedies under this Division additional to other  

Division 3--Representatives

  • 806 Representatives of dealers  
  • 807 Representatives of investment advisers  
  • 808 Defence  
  • 809 Body corporate not to act as representative  
  • 810 Licensee to keep register of holders of proper  
  • 811 Licensee to notify ASIC of location and contents of  
  • 812 Inspection and copying of register  
  • 813 Disclosure to non-dealer  
  • 814 ASIC may require production of authority  
  • 815 ASIC may give licensee information about representative  
  • 816 Holder of authority may be required to return it  

Division 4--Liability of principals for representatives' conduct

  • 817 Conduct engaged in as a representative  
  • 818 Liability where identity of principal unknown  
  • 819 Liability of principals where act done in reliance on  
  • 820 Presumptions about certain matters  
  • 821 No contracting out of liability for representative's  
  • 822 Effect of Division  

Division 5--Excluding persons from the securities industry

  • 824 Power to revoke, without a hearing, licence held by natural  
  • 825 Power to revoke, without a hearing, licence held by body  
  • 825A Power to revoke responsible entity's licence without a  
  • 826 Power to revoke licence after a hearing  
  • 827 Power to suspend licence instead of revoking it  
  • 828 Power to make banning order where licence revoked or  
  • 829 Power to make banning order against unlicensed person  
  • 830 Nature of banning order  
  • 831 Exceptions to banning order  
  • 832 Variation or revocation of banning order on application  
  • 833 Revocation of banning order in certain cases  
  • 834 Effect and publication of orders under this Division  
  • 835 Contravention of banning order  
  • 836 Banned person ineligible for licence  
  • 837 Opportunity for hearing  
  • 838 Disqualification by the Court  
  • 839 Effect of orders under section 838  

PART 7.4--CONDUCT OF SECURITIES BUSINESS

Division 1--Regulation of certain activities

  • 841 Certain representations prohibited  
  • 842 Issue of contract notes  
  • 843 Dealings and transactions on a dealer's own account  
  • 844 Dealer to give priority to clients' orders  
  • 845 Dealings by employees of holders of licences  

Division 2--Short selling of securities

  • 846 Short selling  
  • 847 ASIC's power to prohibit short selling in certain cases  

Division 3--Recommendations about securities

  • 848 Recommendation made by partner or officer  
  • 849 Client to be told if adviser's interests may influence  
  • 850 Defences to alleged breach of subsection 849(2)  
  • 851 Adviser must have reasonable basis for recommendation  
  • 852 Adviser who breaches this Division liable to compensate  
  • 853 Qualified privilege for adviser when complying with this  

PART 7.5--DEALERS' FINANCIAL STATEMENTS AND AUDIT

  • 854 Interpretation  
  • 855 Application of Part  
  • 856 Dealers' financial records  
  • 857 Appointment of auditor by dealer  
  • 858 Removal and resignation of auditors  
  • 859 Fees and expenses of auditors  
  • 860 Dealer's accounts  
  • 861 Auditor to report to ASIC on certain matters  
  • 862 Securities exchange to report to ASIC on certain  
  • 863 Qualified privilege for auditor  
  • 864 Securities exchange may impose additional obligations on  

PART 7.6--MONEY AND SCRIP OF DEALERS' CLIENTS

  • 865 Interpretation  
  • 865A Application of Part  
  • 866 Dealer to keep trust account  
  • 867 What is to be paid into dealer's trust account  
  • 868 When money to be paid into trust account  
  • 869 Withdrawals from trust account  
  • 870 Withdrawal against uncleared cheque  
  • 871 Trust money not available in respect of dealer's own  
  • 872 Money lent to dealer  
  • 873 Scrip in dealer's custody  
  • 874 Court may freeze certain bank accounts of dealers and former  
  • 875 Interim order freezing bank accounts  
  • 876 Duty of banker to make full disclosure  
  • 877 Further orders and directions  
  • 878 Power of Court to make order relating to payment of  

PART 7.7--REGISTERS OF INTERESTS IN SECURITIES

  • 879 Interpretation  
  • 880 Application of Part  
  • 881 Register to be maintained  
  • 882 ASIC to be notified of certain matters on establishment of  
  • 883 ASIC to be notified of changes in certain matters  
  • 884 Defences  
  • 885 ASIC's power to require production of Register  
  • 886 ASIC's power to require certain information  
  • 887 ASIC's power to supply copy of Register  

PART 7.8--DEPOSITS WITH STOCK EXCHANGES

  • 888 Interpretation  
  • 889 Deposits to be lodged by member organisations  
  • 890 Deposit to be proportion of trust account balance  
  • 891 Deposits to be invested by stock exchange  
  • 892 Accounts in respect of deposits  
  • 893 Claims not affected by this Part  

PART 7.9--FIDELITY FUNDS

  • 894 Interpretation  
  • 895 Fidelity funds  
  • 896 Money constituting fidelity fund  
  • 897 Fund to be kept in separate ADI account  
  • 898 Payments out of fund  
  • 899 Payment to the credit of the fidelity fund of a futures exchange  
  • 900 Accounts of fund  
  • 901 Management sub-committee  
  • 902 Contributions to fund  
  • 903 Provisions where fund exceeds $2,000,000  
  • 904 Levy in addition to annual contributions  
  • 905 Power of securities exchange to make advances to fund  
  • 906 Investment of fund  
  • 907 Application of fund  
  • 908 Claims against the fund  
  • 909 Rights of innocent partner in relation to fund  
  • 910 Notice calling for claims against fund  
  • 911 Power of board to settle claims  
  • 912 Form of order of Court establishing claim  
  • 913 Power of securities exchange to require production of  
  • 914 Subrogation of securities exchange to rights etc. of claimant on  
  • 915 Payment of claims only from fund  
  • 916 Provision where fund insufficient to meet claims or where claims  
  • 917 Power of securities exchange to enter into contracts of insurance  
  • 918 Application of insurance money  

PART 7.10--THE NATIONAL GUARANTEE FUND

Division 1--Interpretation

  • 920 Interpretation  
  • 921 Excluded persons  
  • 922 Becoming insolvent  
  • 923 Permitted investments  
  • 924 Transfer of securities etc. and payment of money  
  • 924A Novation of agreements  
  • 924B Attributing securities and payments to transactions  
  • 925A Minister to nominate SEGC  
  • 926 SEGC's functions and powers under this Part  
  • 927 Management sub-committee  
  • 927A Sub-delegation by management sub-committee  
  • 928 ASIC to be notified of amendments to business rules  

Division 3--The National Guarantee Fund

  • 928A Interpretation—borrowing  
  • 928B Continuation of National Guarantee Fund  
  • 929 SEGC to keep Fund  
  • 930 Property constituting Fund  
  • 930A Power to borrow etc. for purposes of the Fund  
  • 930B Money borrowed and paid to SEGC  
  • 930C Money borrowed and not paid to SEGC  
  • 931 Fund to be kept in separate ADI account  
  • 932 Payments out of Fund  
  • 933 Accounts of Fund  
  • 934 Investment of Fund  
  • 935 Interest and profits from investment of Fund  
  • 936 Minimum amount of Fund  

Division 4--Levies where Fund less than minimum amount

Division 5--Securities industry development accounts

  • 943 Interpretation  
  • 944 Payments where Fund exceeds minimum amount  
  • 945 Payments into and out of development account  
  • 946 Investment  
  • 947 Accounts  

Division 6--Contract guarantees

  • 948 Definitions  
  • 948A Effect of using a transfer delivery service  
  • 949 Claim by selling dealer in respect of default by buying  
  • 950 Claim by buying dealer in respect of default by selling  
  • 950A Effect of novation, under business rules, of agreement for  
  • 951 Claim by selling client in respect of default by selling  
  • 952 Claim by buying client in respect of default by buying  
  • 952A Cash settlement of claims—SCH-regulated transfers  
  • 953 Cash settlement of claims—transfers other than SCH-regulated  
  • 954 Making of claims  

Division 6A--Securities loans guarantees

  • 954A Interpretation—general definitions  
  • 954B Interpretation—guaranteed securities loan and related  
  • 954C Effect of using a transfer delivery service  
  • 954D Claim by lender in respect of borrower's failure to discharge  
  • 954E Effect of novation, under business rules, of guaranteed  
  • 954F How and when claim to be made  
  • 954G How claim in respect of securities or non-money security  
  • 954H How claim in respect of an amount of money is to be  

Division 6B--Claims in respect of net obligations

  • 954L Interpretation  
  • 954M Effect of using a transfer delivery service  
  • 954N Claim in respect of failure to pay net amount in respect of  
  • 954P Claim in respect of failure to transfer net number of securities  
  • 954Q How and when claim to be made  
  • 954R How claim under subsection 954N(1) is to be satisfied  
  • 954S How claim under subsection 954P(2) is to be satisfied  
  • 954T How claim under subsection 954P(3) is to be satisfied  

Division 6C--Transfer delivery service guarantees

  • 954W Interpretation  
  • 954X Claims in respect of default by TDS nominee  
  • 954Y How and when claim to be made  
  • 954Z How claim under subsection 954X(2) is to be satisfied  
  • 954ZA How claim under subsection 954X(3) is to be satisfied  

Division 7--Unauthorised transfer

  • 955 Interpretation  
  • 955A Extended application of Division to non-marketable  
  • 956 Situations to which Division applies  
  • 957 Claim by transferor  
  • 958 Claim by transferee or sub-transferee  
  • 959 How and when claim may be made  
  • 960 How claim is to be satisfied  
  • 961 Discretionary further compensation to transferor  

Division 7A--Contraventions of SCH certificate cancellation provisions

  • 961C Interpretation  
  • 961D Claim in respect of contravention of SCH certificate  
  • 961E How and when claim may be made  
  • 961F How claim is to be satisfied  
  • 961G Discretionary further compensation  

Division 8--Claims in respect of insolvent members

  • 962 Interpretation  
  • 963 Claim in respect of property entrusted to, or received by, dealer  
  • 964 Cash settlement of claims where property unobtainable  
  • 965 Ordering of alternative claims and prevention of double  
  • 966 No claim in respect of money lent to dealer  
  • 967 No claim in certain other cases  
  • 968 Limits of compensation  
  • 969 Making of claims  

Division 9--General provisions relating to claims

  • 970 Power of SEGC to allow and settle claim  
  • 970A Claimant may be required to exercise right of set-off  
  • 970B Effect of set-off on claim  
  • 971 Successful claimant entitled to costs and disbursements  
  • 972 Interest  
  • 972A Discretion to pay amounts not received etc. because of failure  
  • 973 Application of Fund in respect of certain claims  
  • 974 Allowing of claim not to constitute admission  
  • 975 SEGC to notify claimant where claim disallowed  
  • 976 Proceedings in the Court  
  • 977 Arbitration of amount of cash settlement of certain  
  • 978 Form of order of Court establishing claim  
  • 979 Power of Board to require production of securities etc.  
  • 980 Subrogation of SEGC to claimant's rights etc.  
  • 981 Payment of claims only from Fund  
  • 982 SEGC may enter into contracts of insurance or indemnity  
  • 983 Instalment payments  
  • 983A ASIC's power to modify effect of claims Divisions  

Division 10--Transitional

  • 984 Definitions  
  • 985 Assets and liabilities of joining exchange's fidelity  
  • 986 Final accounts in respect of joining exchange's fidelity  
  • 987 Application of liability provisions in relation to transferred  

PART 7.11--CONDUCT IN RELATION TO SECURITIES

Division 2--Prohibited conduct

  • 995 Misleading or deceptive conduct  
  • 995A Application of State Fair Trading Acts provisions  
  • 997 Stock market manipulation  
  • 998 False trading and market rigging transactions  
  • 999 False or misleading statements in relation to  
  • 1000 Fraudulently inducing persons to deal in securities  
  • 1001 Dissemination of information about illegal transactions  
  • 1001A Continuous disclosure—listed disclosing entities  
  • 1001B Continuous disclosure—unlisted disclosing entities  
  • 1001C Sections 1001A and 1001B—when information is generally  
  • 1001D Sections 1001A and 1001B—material effect on price or  

Division 2A--Insider trading

  • 1002 Application of Division  
  • 1002A Securities  
  • 1002B Information generally available  
  • 1002C Material effect on price or value of securities  
  • 1002D Trading, and procuring trading, in securities  
  • 1002E Information in possession of officer of body  
  • 1002F Information in possession of partner or employee of  
  • 1002G Prohibited conduct by person in possession of inside  
  • 1002H Exception for withdrawal from registered scheme  
  • 1002J Exception for underwriters  
  • 1002K Exception for purchase pursuant to legal requirement  
  • 1002L Exception for information communicated pursuant to a legal  
  • 1002M Chinese wall arrangements by bodies corporate  
  • 1002N Chinese wall arrangements by partnerships etc.  
  • 1002P Exception for knowledge of person's own intentions or  
  • 1002Q Exception for bodies corporate  
  • 1002R Exception for officers or agents of body corporate  
  • 1002S Transactions by holder of dealers licence or a representative  
  • 1002T Prosecutions and defences  
  • 1002U Powers of court  

Division 4--Civil liability

  • 1005 Civil liability for contravention of this Part  
  • 1013 Liability for insider trading  
  • 1014 Liability for other unlawful market activity  
  • 1015 Amount recoverable  

PART 7.13--TITLE TO, AND TRANSFER OF, SECURITIES

Division 1--Title to securities

  • 1085 Nature of shares and other interests  
  • 1086 Numbering shares  
  • 1087 Certificate to be evidence of title  
  • 1089 Loss or destruction of certificates  

Division 2--Transfer of securities

  • 1090 Definition  
  • 1091 Instrument of transfer  
  • 1091AA Transmission of shares on death (replaceable rule—see  
  • 1091AB Transmission of shares on bankruptcy (replaceable  
  • 1091A Rights of trustee of estate of bankrupt shareholder  
  • 1091B Transmission of shares on mental incapacity (replaceable  
  • 1091C Trustee etc. may be registered as owner of shares  
  • 1091D Registration of transfers (replaceable rule—see  
  • 1091E Additional general discretion for directors of proprietary  
  • 1092 Registration of transfer at request of transferor  
  • 1093 Notice of refusal to register transfer  
  • 1094 Remedy for refusal to register transfer or  
  • 1095 Certification of transfers  
  • 1096 Duties of company with respect to issue of  
  • 1096A Notices relating to non-beneficial and beneficial ownership of  

Division 3--Transfer of marketable securities and marketable rights

  • 1097 Interpretation  
  • 1097A Quoted securities and rights  
  • 1097B SCH business rules may extend meaning of quoted securities or  
  • 1097C ASIC may declare that Act applies to securities as if they were  
  • 1097D Transfer that substantially complies with SCH business  
  • 1098 Document duly completed in accordance with a particular  
  • 1099 Stamping of documents  
  • 1099A Subdivision does not apply to SCH-regulated transfers  
  • 1100 Sufficient transfers  
  • 1101 What is a sufficient transfer of marketable securities or  
  • 1102 What is a sufficient transfer by an authorised trustee  
  • 1103 Transferee's execution of transfer of marketable  
  • 1104 Transferee's execution of transfer of marketable  
  • 1105 Effect where document purports to bear transferor's broker's  
  • 1106 Warranties by securities exchange where document purports to  
  • 1107 Indemnities by securities exchange and broker where documents  
  • 1108 Joint and several warranties and liabilities  
  • 1109 Registration of certain instruments  
  • 1109A Member organisation's authority to enter into transaction  
  • 1109B Authority to enter into transaction gives authority to  
  • 1109C Effect of proper SCH transfer  
  • 1109D Effect of proper SCH transfer on transferee  
  • 1109E Warranties by member organisation whose identification code is  
  • 1109F Indemnities in respect of warranted matters  
  • 1109G Joint and several warranties and liabilities  
  • 1109J Securities clearing house entitled to assume its business rules  
  • 1109K SCH-regulated transfer not to be registered unless proper SCH  
  • 1109L Issuing body not to refuse to register proper SCH  
  • 1109M Trustees and legal representatives may be SCH participants  
  • 1109N Determination of who holds quoted securities for the purposes  
  • 1109P Determination of who holds quoted securities for the purposes  
  • 1110 Operation of Division  
  • 1111 Occupation need not appear in transfer document, register  
  • 1112 Offences: stamping of broker's stamp on sufficient  
  • 1112A Offences: inclusion of identification codes in proper SCH  
  • 1112B Offences: contravention by broker of the SCH certificate  
  • 1112C Civil liability: contravention by broker of the SCH certificate  
  • 1112D Issuer protected from civil liability for broker's  

Division 4--Exemptions and modifications

  • 1113 ASIC's general powers  
  • 1113A ASIC's power to extend application of Division 3  

PART 7.14--MISCELLANEOUS

  • 1114 Power of Court to make certain orders  
  • 1115 Restrictions on use of titles "stockbroker",  
  • 1116 Preservation and disposal of records etc.  
  • 1117 Concealing etc. of books relating to securities  
  • 1118 Falsification of records  
  • 1119 Precautions against falsification of records  
  •  

CHAPTER 8--The Futures Industry

 

PART 8.1--INTERPRETATION

PART 8.2--FUTURES EXCHANGES, CLEARING HOUSES AND FUTURES ASSOCIATIONS

Division 1--Futures exchanges and exempt futures markets

  • 1123 Conducting unauthorised futures markets  
  • 1126 Approval of futures exchange  
  • 1127 Exempt futures market  

Division 2--Clearing houses

  • 1128 When a person may provide clearing house facilities  
  • 1131 Approval of clearing house  

Division 3--Futures associations

  • 1132 Approval of futures association  
  • 1133 Suspension or cancellation of approval  

Division 4--General

  • 1134 Publication of certain instruments  
  • 1135 Appeal to the Court against certain decisions of futures  
  • 1136 ASIC to be notified of amendments of business rules  
  • 1137 Orderly markets in futures contracts—functions and powers of  
  • 1138 Orderly markets in futures contracts—ASIC's powers  
  • 1139 Futures exchanges and others to assist ASIC  
  • 1140 Power of Court to order observance or enforcement of business  
  • 1141 Gaming and wagering laws not applicable to certain futures  
  • 1141A Qualified privilege in respect of disciplinary  

PART 8.3--PARTICIPANTS IN THE FUTURES INDUSTRY

Division 1--Futures brokers and futures advisers

  • 1142 Futures brokers  
  • 1143 Futures advisers  
  • 1144 Application for a licence  
  • 1144A Grant of licence to natural person  
  • 1145 Grant of licence to body corporate  
  • 1145A Effect of certain provisions  
  • 1147 Conditions of licence: general  
  • 1148 Conditions of futures brokers licence: membership of futures  
  • 1149 Conditions of futures brokers licence: assets and  
  • 1150 Conditions of licence: supervision of representatives  
  • 1151 Revocation and variation of licence conditions  
  • 1152 Futures organisations to be informed about conditions of futures  
  • 1153 Licensee to notify breach of licence condition  
  • 1154 ASIC may require licensed futures broker to give  
  • 1155 Register of Futures Licensees  
  • 1156 Notifying change in particulars  
  • 1157 Annual statement of licensee  
  • 1158 Time for lodging annual statement  

Division 2--Agreements with unlicensed persons

  • 1159 Excluded clients  
  • 1160 Agreement about a dealing in breach of  
  • 1161 Agreement with corporation acting in breach of  
  • 1164 Client may give notice of rescission  
  • 1165 Effect of notice under section 1164  
  • 1165A Client may apply to Court for partial rescission  
  • 1166 Court may make consequential orders  
  • 1167 Agreement unenforceable against client  
  • 1168 Non-licensee not entitled to recover commission  
  • 1169 Onus of establishing non-application of section 1167 or  
  • 1170 Client may recover commission paid to non-licensee  
  • 1171 Remedies under this Division additional to other  

Division 3--Futures representatives

  • 1172 Representatives of futures brokers  
  • 1173 Representatives of futures advisers  
  • 1174 Defence  
  • 1175 Body corporate not to act as representative  
  • 1176 Licensee to keep register of holders of proper  
  • 1177 Licensee to notify ASIC of location and contents of  
  • 1178 Inspection and copying of register  
  • 1180 ASIC may require production of authority  
  • 1181 ASIC may give licensee information about  
  • 1182 Holder of authority may be required to return it  

Division 4--Liability of principals for representatives' conduct

  • 1183 Conduct engaged in as a representative  
  • 1184 Liability where identity of principal unknown  
  • 1185 Liability of principals where act done in reliance on  
  • 1186 Presumptions about certain matters  
  • 1187 No contracting out of liability for representative's  
  • 1188 Effect of Division  

Division 5--Excluding persons from the futures industry

  • 1189A Power to revoke, without a hearing, licence held by natural  
  • 1190 Power to revoke, without a hearing, licence held by body  
  • 1191 Power to revoke licence after a hearing  
  • 1192 Power to suspend licence instead of revoking it  
  • 1192A Power to make banning order where licence revoked or  
  • 1193 Power to make banning order against unlicensed person  
  • 1194 Nature of banning order  
  • 1195 Exceptions to banning order  
  • 1196 Variation or revocation of banning order on  
  • 1197 Revocation of banning order in certain cases  
  • 1198 Effect and publication of orders under this Division  
  • 1199 Contravention of banning order  
  • 1199A Banned person ineligible for licence  
  • 1200 Opportunity for hearing  
  • 1201 Disqualification by the Court  
  • 1202 Effect of orders under section 1201  

PART 8.4--CONDUCT OF FUTURES BUSINESS

  • 1204 Certain representations prohibited  
  • 1205 Undesirable advertising  
  • 1205A Application of sections 1206 and 1207: exempt  
  • 1206 Issue of contract notes  
  • 1207 Futures broker to give monthly statement to client  
  • 1208 Dealings by futures broker on own account  
  • 1209 Segregation of client money and property  
  • 1210 Futures broker to give certain information to prospective  

PART 8.5--FINANCIAL STATEMENTS AND AUDIT

  • 1211 Interpretation  
  • 1212 Application of Part  
  • 1213 Accounts to be kept by futures brokers  
  • 1214 Property in custody of futures broker  
  • 1215 Appointment of auditor by futures broker  
  • 1216 Removal and resignation of auditors  
  • 1217 Fees and expenses of auditors  
  • 1218 Futures brokers' accounts  
  • 1219 Auditor's right of access to records, information etc.  
  • 1220 Auditor to report to ASIC in certain cases  
  • 1221 Certain matters to be reported to ASIC  
  • 1222 Defamation  
  • 1223 This Part not to affect right of futures exchange or futures  
  • 1224 Power of Court to restrain dealings with futures broker's bank  
  • 1225 Duty of banker or body corporate to make full  
  • 1226 Power of Court to make further orders and give  
  • 1227 Power of Court to make order relating to payment of  

PART 8.6--FIDELITY FUNDS

  • 1228 Establishment of fidelity funds  
  • 1229 Money constituting fidelity fund  
  • 1230 Fund to be kept in separate ADI account  
  • 1231 Payments out of fund  
  • 1232 Accounts of fund  
  • 1233 Management sub-committee  
  • 1234 Contributions to fund  
  • 1235 Levy in addition to annual contributions  
  • 1236 Levy not payable in certain cases  
  • 1237 Power of futures organisation to make advances to fund  
  • 1238 Investment of fund  
  • 1239 Application of fund  
  • 1240 Claims against fund  
  • 1241 Rights of innocent partner in relation to fund  
  • 1242 Notice calling for claims against fund  
  • 1243 Power of board to settle claims  
  • 1244 Form of order of Court establishing claim  
  • 1245 Power of Board to require production of documents etc.  
  • 1246 Subrogation of futures organisation to rights etc. of claimant  
  • 1247 Payment of claims only from fund  
  • 1248 Provisions where fund insufficient to meet claims or where  
  • 1249 Power of futures organisation to enter into contracts of  
  • 1250 Application of insurance money  

PART 8.7--OFFENCES

Division 1--Insider dealing

  • 1251 Futures contract concerning a body corporate  
  • 1252 Person connected with a body corporate  
  • 1253 Persons precluded from dealing  
  • 1254 Body corporate precluded from dealing when officer  
  • 1255 Exceptions: licensed futures brokers  
  • 1256 Prohibitions where dealing precluded  
  • 1257 Defence where other party to dealing also had the inside  

Division 2--General

  • 1258 Dealings by futures broker on behalf of others  
  • 1259 Futures market manipulation  
  • 1260 False trading and market rigging  
  • 1261 False or misleading statements etc.  
  • 1262 Fraudulently inducing person to deal in futures  
  • 1263 Dissemination of information about illegal  
  • 1264 Fraud in connection with dealings in futures contracts  
  • 1265 Compensation for loss etc.  
  • 1266 Sequence of transmission and execution of orders  
  • 1267 Dealings by employees of futures brokers and futures  

PART 8.8--MISCELLANEOUS

  • 1268 Power of Court to make certain orders  
  • 1269 Restrictions on use of titles "futures broker", "futures  
  • 1270 Preservation and disposal of records etc.  
  • 1271 Concealing etc. books relating to futures contracts  
  • 1272 Falsification of records  
  • 1273 Precautions against falsification of records  
  •  

CHAPTER 9--Miscellaneous

 

PART 9.1--REGISTERS AND REGISTRATION OF DOCUMENTS

  • 1274 Registers  
  • 1274AA Register of disqualified company directors and other  
  • 1274A Obtaining information from certain registers  
  • 1274B Use, in court proceedings, of information from ASIC's national  
  • 1274C ASIC certificate  
  • 1275 Relodging of lost registered documents  

PART 9.2--REGISTRATION OF AUDITORS AND LIQUIDATORS

Division 1--Interpretation

  • 1276 Definitions  

Division 2--Registration

  • 1279 Application for registration as auditor or liquidator  
  • 1280 Registration of auditors  
  • 1281 Auditor-General taken to be registered as auditor  
  • 1282 Registration of liquidators  
  • 1283 Registration of official liquidators  
  • 1284 Security to be given by liquidators  
  • 1285 Register of Auditors  
  • 1286 Registers of Liquidators and Official Liquidators  
  • 1287 Notification of certain matters  
  • 1288 Triennial statements by registered auditors and  
  • 1289 Auditors and other persons to enjoy qualified privilege in  

Division 3--Cancellation or suspension of registration

  • 1290 Cancellation at request of registered person  
  • 1291 Official liquidators  
  • 1292 Powers of Board in relation to auditors and  
  • 1294 Board to give opportunity for hearing etc.  
  • 1295 Board may remove suspension  
  • 1296 Notice of Board's decision  
  • 1297 Time when Board's decision comes into effect  
  • 1298 Effect of suspension  

PART 9.3--BOOKS

PART 9.4--OFFENCES

Division 1--Specific offences

  • 1308 False or misleading statements  
  • 1309 False information etc.  
  • 1310 Obstructing or hindering ASIC etc.  

Division 2--Offences generally

  • 1311 General penalty provisions  
  • 1312 Penalties for bodies corporate  
  • 1313 Penalty notices  
  • 1313A Offences committed partly in and partly out of the  
  • 1314 Continuing offences  
  • 1315 Proceedings: how taken  
  • 1316 Time for instituting criminal proceedings  
  • 1316A Privilege against self-incrimination not available to bodies  
  • 1317 Certain persons to assist in prosecutions  

PART 9.4A--REVIEW BY ADMINISTRATIVE APPEALS TRIBUNAL OF CERTAIN DECISIONS

  • 1317A Definitions  
  • 1317B Applications for review  
  • 1317C Excluded decisions  
  • 1317D Notice of reviewable decision and review rights  

PART 9.4B--CIVIL CONSEQUENCES OF CONTRAVENING CIVIL PENALTY PROVISIONS

  • 1317E Declarations of contravention  
  • 1317F Declaration of contravention is conclusive evidence  
  • 1317G Pecuniary penalty orders  
  • 1317H Compensation orders  
  • 1317J Who may apply for a declaration or order  
  • 1317K Time limit for application for a declaration or order  
  • 1317L Civil evidence and procedure rules for declarations of  
  • 1317M Civil proceedings after criminal proceedings  
  • 1317N Criminal proceedings during civil proceedings  
  • 1317P Criminal proceedings after civil proceedings  
  • 1317Q Evidence given in proceedings for penalty not admissible in  
  • 1317R ASIC requiring person to assist  
  • 1317S Relief from liability for contravention of civil penalty  

PART 9.5--POWERS OF COURTS

  • 1318 Power to grant relief  
  • 1319 Power of Court to give directions with respect to meetings  
  • 1321 Appeals from decisions of receivers, liquidators etc.  
  • 1322 Irregularities  
  • 1323 Power of Court to prohibit payment or transfer of money,  
  • 1324 Injunctions  
  • 1324A Provisions relating to prosecutions  
  • 1324B Order to disclose information or publish  
  • 1325 Other orders  
  • 1325A Orders if contravention of Chapter 6, 6A, 6B or  
  • 1325B Court may order bidder to make offers  
  • 1325C Unfair or unconscionable agreements, payments or  
  • 1325D Contravention due to inadvertence etc.  
  • 1325E Orders to secure compliance  
  • 1326 Effect of sections 1323, 1324 and 1325  
  • 1327 Power of Court to punish for contempt of Court  

PART 9.6--PROCEEDINGS

  • 1330 ASIC's power to intervene in proceedings  
  • 1331 Civil proceedings not to be stayed  
  • 1332 Standard of proof  
  • 1333 Evidence of contravention  
  • 1335 Costs  
  • 1336 Vesting of property  

PART 9.6A--JURISDICTION AND PROCEDURE OF COURTS

Division 1--Civil jurisdiction

  • 1337A Operation of Division  
  • 1337B Jurisdiction of Federal Court and State and Territory Supreme  
  • 1337C Jurisdiction of Family Court and State Family Courts  
  • 1337D Jurisdiction of courts (decisions to prosecute and related  
  • 1337E Jurisdiction of lower courts  
  • 1337F Appeals  
  • 1337G Courts to act in aid of each other  
  • 1337H Transfer of proceedings by the Federal Court and State and  
  • 1337J Transfer of proceedings by Family Court and State Family  
  • 1337K Transfer of proceedings in lower courts  
  • 1337L Further matters for a court to consider when deciding whether  
  • 1337M Transfer may be made at any stage  
  • 1337N Transfer of documents  
  • 1337P Conduct of proceedings  
  • 1337Q Rights of appearance  
  • 1337R Limitation on appeals  
  • 1337S Rules of the Federal Court  
  • 1337T Rules of the Supreme Court  
  • 1337U Rules of the Family Court  

Division 2--Vesting and cross-vesting of criminal jurisdiction

PART 9.7--UNCLAIMED PROPERTY

  • 1339 ASIC to deal with unclaimed property  
  • 1340 ASIC not liable to pay calls on shares etc.  
  • 1341 Disposition of money in unclaimed money account  
  • 1342 Commonwealth or ASIC not liable for loss or damage  
  • 1343 Disposal of securities if whereabouts of holder  
  • 1343A Disposal of interests in registered scheme if whereabouts of  

PART 9.9--MISCELLANEOUS

  • 1345A Minister may delegate prescribed functions and powers under  
  • 1346 Non-application of rule against perpetuities to certain  
  • 1348 Operation of Life Insurance Act  
  • 1350 Compensation for compulsory acquisition  

PART 9.10--FEES FOR CHARGEABLE MATTERS

  • 1351 Fees for chargeable matters  
  • 1354 Lodgment of document without payment of fee  
  • 1355 Doing act without payment of fee  
  • 1356 Effect of sections 1354 and 1355  
  • 1359 Waiver and refund of fees  
  • 1360 Debts due to the Commonwealth  
  • 1362 Payment of fee does not give right to inspect or  

PART 9.12--REGULATIONS

  • 1363 Definitions  
  • 1364 Power to make regulations  
  • 1365 Scope of particular regulations  
  • 1366 Verifying or certifying documents  
  • 1367 Documents lodged by an agent  
  • 1368 Exemptions from Chapter 6D, 7 or 8  
  • 1369 Penalty notices  
  • 1369A State termination of reference  
  •  

CHAPTER 10--Transitional provisions

 

PART 10.1--TRANSITION FROM THE OLD CORPORATIONS LEGISLATION

Division 1--Preliminary

Division 2--Carrying over registration of companies

  • 1377 Division has effect subject to Division 7  
  • 1378 Existing registered companies continue to be  

Division 3--Carrying over the old Corporations Regulations

  • 1379 Division has effect subject to Division 7  
  • 1380 Old Corporations Regulations continue to have effect  

Division 4--Court proceedings and orders

  • 1381 Division has effect subject to Division 7  
  • 1382 Definitions  
  • 1383 Treatment of court proceedings under or related to the old  
  • 1384 Treatment of court proceedings under or related to the old  
  • 1385 References to proceedings and orders in the new corporations  

Division 5--Other specific transitional provisions

Division 6--General transitional provisions relating to other things done etc. under the old corporations legislation

Division 7--Regulations dealing with transitional matters

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