CORPORATIONS LAW

Table of Provisions

Table of Acts Table of Amendments

CHAPTER 1 -- INTRODUCTORY

PART 1.1 -- PRELIMINARY

1 Citation [see Note 1]

2 Commission has general administration of this Law

PART 1.2 -- INTERPRETATION

Division 1 -- General

6 Effect of this Part

7 Location of other interpretation provisions

8 How to read references to provisions of this Law

8A Corporations Regulations, and application orders, of a jurisdiction treated as part of that jurisdiction's Corporations Law

9 Dictionary [see Note 4]

Division 2 -- Associates

10 Effect of Division

11 Associates of bodies corporate

12 Matters relating to voting shares

13 References in Chapter 7

14 References in Chapter 8

15 General

16 Exclusions

17 Associates of composite persons

Division 3 -- Carrying on business

18 Carrying on business: otherwise than for profit

19 Businesses of a particular kind

20 Carrying on a business: alone or together with others

21 Carrying on business in Australia or a State or Territory

Division 4 -- Dealing in futures contracts

23 Acquiring a futures contract

24 Disposing of a futures contract

25 Dealing in futures contracts: general

26 Dealing in futures contracts through intermediaries: first step

27 Dealing in futures contracts through intermediaries: second and later steps

28 Dealing in futures contracts, through intermediaries, on futures markets

29 Own account dealings and transactions: futures contracts

Division 5A -- Types of company

45A Proprietary companies

Division 6 -- Subsidiaries and related bodies corporate

46 What is a subsidiary

47 Control of a body corporate's board

48 Matters to be disregarded

49 References in this Division to a subsidiary

50 Related bodies corporate

50AA Control

Division 7 -- Interpretation of other expressions

51 Acquisition and disposal of shares

52 Doing acts

52A Signing

53 Affairs of a body corporate

53AA Business affairs of a body corporate

53AB Business affairs of a natural person

53AC Business affairs of a partnership

53AD Business affairs of a trust

54 Chapter 8 agreements of the same kind

55 Chapter 8 obligations and rights

56 Classes of futures organisation membership

57 Classes of shares or interests in managed investment schemes

57A Meaning of corporation

58 Corresponding laws and corresponding previous laws

58A Recognition of acts etc. done under corresponding laws

58AA Meaning of court and Court

58B Discharge of obligations under this Law

59 Debentures as consideration for acquisition of shares

61 Discretionary accounts

64 Entering into a transaction in relation to shares or securities

64A Entities

64B Entities connected with a corporation

65 Eligible money market dealer

66A Exempt bodies

67 Exempt brokers and exempt futures advisers

68 Exempt dealers and exempt investment advisers

68A Exempt interests in managed investment schemes in relation to a jurisdiction

70 Extension of period for doing an act

71 Futures advice business

72 Futures contract

72A Law applies to certain Chapter 8 agreements as if they were futures contracts

73 Futures representatives

73A When a court is taken to find a person guilty of an offence

75 Inclusion in official list

77 Investment advice business

79 Involvement in contraventions

80 Jervis Bay Territory taken to be part of the Australian Capital Territory

80A References to Ministers

82 Offers and invitations to the public

82A Officers of bodies corporate and other entities

83 Officers, and other persons, in default

84 Own account dealings and transactions: securities

85A Person etc.

86 Possession

87 Proper authority from futures licensee; invalid futures authority

88 Proper authority from securities licensee; invalid securities authority

88A Public document of a body corporate

89 Qualified privilege

90 Receivers and managers

91 Being or becoming subject to a section 229 prohibition, a section 230 or 599 order, a section 600 notice or a civil penalty disqualification

92 Securities

92A Law applies to certain relevant agreements as if they were securities

93 Securities business

94 Securities representatives

95A Solvency and insolvency

97 Stock market not to include futures market

Division 8 -- Miscellaneous interpretation rules

100 Address of registered office etc.

100A Operation of certain laws relating to instruments on which stamp duty has not been paid

101 Amount of stock representing a number of shares

102 Applications to be in writing

102A Application not to be granted unless applications also made under corresponding laws

102B In Australia or elsewhere, in this jurisdiction or elsewhere

103 Effect of certain contraventions of this Law

104 Effect of provisions empowering a person to require or prohibit conduct

105 Calculation of time

106 Performance of functions by Commission delegate

108 Parts of dollar to be disregarded in determining majority in value of creditors etc.

109 References to persons, things and matters

109A Reference to Commonwealth Acts

109B References to amended or re-enacted Acts of the Commonwealth, this jurisdiction etc.

109C Every section a substantive enactment

109D Headings, schedules, marginal notes, footnotes and end motes

109DA Exercise of certain powers between passing and commencing of amendments of Law

109E Effect of repeal

109F Implied repeals etc.

109G Effect of expiration of provision

109H Regard to be had to purpose or object of law

109J Use of extrinsic material in the interpretation of this Law

109K Changes to style not to affect meaning

109L Examples

109M Parts of speech and grammatical forms of words

109N References to offices and officers

109P References to companies etc.

109Q References to Commonwealth laws

109R Rules as to gender and number

109S Production of records kept in computers etc.

109T Change of name of body or office

109U Compliance with forms

109V Content of statements of reasons for decisions

109W Attainment of particular age

109X Service of documents

109Y Meaning of service by post

109Z Measurement of distance

109ZA Expressions of time

109ZB Exercise of powers and duties

109ZBA Power to make instruments etc. may be exercised by reference to classes

109ZC Power to determine includes authority to administer oath

109ZD Delegations

109ZE Effect of delegation

109ZF Exercise of certain powers and functions by a delegate

Division 9 -- Interpreting the regulations

110 Expressions have the same meaning as in this Law

110A Severing invalid provisions

Division 10 -- Interpreting other subordinate instruments

110B Expressions have the same meaning as in this Law

110C Severing invalid provisions

Division 11 -- Application of certain provisions

110D Chapters 1 to 6 and 9

110E Application of this Law in coastal sea

PART 1.2A -- DISCLOSING ENTITIES

Division 1 -- Object of Part

111AA Object of Part

Division 2 -- Definitions

111AB Terms defined in Division

111AC Disclosing entity

111AD ED securities

111AE Securities quoted on a stock market

111AF Securities to which lodged or deemed prospectus relates

111AG Securities issued as consideration for an acquisition under an off-market takeover bid or Part 5.1 compromise or arrangement

111AH When a person holds securities for the purposes of sections 111AF and 111AG

111AI Debentures that need trustee appointed under section 260FA

111AJ Regulations may declare securities not to be ED securities

111AK ED securities of a disclosing entity

111AL Listed or unlisted disclosing entity

111AM Quoted ED securities

Division 3 -- Significance of being a disclosing entity

111AN Division contains outline of significance of being a disclosing entity

111AO Accounting requirements

111AP Continuous disclosure requirements

111AQ Prospectus relief

Division 4 -- Exemptions and modifications

111AR Meaning of disclosing entity provisions

111AS Exemptions by regulations

111AT Exemptions by the Commission

111AU Enforcing conditions of exemptions

111AV Modifications by regulations

111AW Exemptions and modifications have effect

111AX Effect of Division

PART 1.3 -- APPLICATION ORDERS

111A Power to make

111B Orders under this Part and corresponding laws

111C Specifying a matter by reference to another instrument

111D Notification in the Gazette

111E When order takes effect

111F Interpretation of application orders

111G Severing invalid provisions

111H Effect of certain instruments made before 1 January 1991

PART 1.4 -- TECHNICAL PROVISIONS ABOUT AIDS FOR READERS

111J Small business guide

PART 1.5 -- SMALL BUSINESS GUIDE

10.

11.

12.

CHAPTER 2A -- REGISTERING A COMPANY

PART 2A.1 -- WHAT COMPANIES CAN BE REGISTERED

112 Types of companies

113 Proprietary companies

114 Minimum of 1 member

115 Restrictions on size of partnerships and associations

116 Trade unions cannot be registered

PART 2A.2 -- HOW A COMPANY IS REGISTERED

117 Applying for registration

118 ASIC gives company ACN, registers company and issues certificate

119 Company comes into existence on registration

120 Members, directors and company secretary of a company

121 Registered office

122 Expenses incurred in promoting and setting up company

123 Company may have common seal

CHAPTER 2B -- BASIC FEATURES OF A COMPANY

PART 2B.1 -- COMPANY POWERS AND HOW THEY ARE EXERCISED

124 Legal capacity and powers of a company

125 Constitution may limit powers and set out objects

126 Agent exercising a company's power to make contracts

127 Execution of documents (including deeds) by the company itself

PART 2B.2 -- ASSUMPTIONS PEOPLE DEALING WITH COMPANIES ARE ENTITLED TO MAKE

128 Entitlement to make assumptions

129 Assumptions that can be made under section 128

130 Information available to the public from ASIC does not constitute constructive notice

PART 2B.3 -- CONTRACTS BEFORE REGISTRATION

131 Contracts before registration

132 Person may be released from liability but is not entitled to indemnity

133 This Part replaces other rights and liabilities

PART 2B.4 -- REPLACEABLE RULES AND CONSTITUTION

134 Internal management of companies

135 Replaceable rules

136 Constitution of a company

137 Date of effect of adoption, modification or repeal of constitution

138 ASIC may direct company to lodge consolidated constitution

139 Company must send copy of constitution to member

140 Effect of constitution and replaceable rules

141 Table of replaceable rule

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

142 Registered office

143 ASIC may change address of registered office to a director's address

144 Company's name must be displayed at registered office etc.

145 Opening hours of registered office of public company

146 Change of address of principal place of business

PART 2B.6 -- NAMES

Division 1 -- Selecting and using a name

147 When a name is available

148 A company's name

149 Acceptable abbreviations

150 Exception to requirement for using "Limited" in name

151 Exception to requirement for using "Limited" in name—pre-existing licences

152 Reserving a name

153 Using a name and ACN on documents

154 Exception to requirement to have ACN on receipts

155 Regulations may exempt from requirement to set out information on documents

156 Carrying on business using "Limited", "No Liability" or "Proprietary" in name

Division 2 -- Changing a company's name

157 Company changing its name

158 ASC's power to direct company to change its name [see Note 2]

159 ASIC's power to include "Limited" in company's name

160 ASIC must issue new certificate if company's name changes

161 Effect of name change

PART 2B.7 -- CHANGING COMPANY TYPE

162 Changing company type

163 Applying for change of type

164 ASIC changes type of company

165 ASIC may direct a proprietary company to change to a public company in certain circumstances

166 Effect of change of type

167 Issue of shares by company or holding company—company limited by guarantee changing to company limited by shares

CHAPTER 2C -- REGISTERS

167A Who is covered by this Chapter

168 Registers to be maintained

169 Register of members

170 Register of option holders and copies of options documents

171 Register of debenture holders

172 Location of registers [see Note 4]

173 Right to inspect and get copies

174 Agent's obligations

175 Correction of registers

176 Evidentiary value of registers

177 Use of information on registers

178 Overseas branch registers

CHAPTER 2D -- OFFICERS AND EMPLOYEES

PART 2D.1 -- DUTIES AND POWERS

179 Background to duties of directors, other officers and employees

Division 1 -- General duties

180 Care and diligence—civil obligation only

181 Good faith—civil obligations

182 Use of position—civil obligations

183 Use of information—civil obligations

184 Good faith, use of position and use of information—criminal offences

185 Interaction of sections 180 to 184 with other laws etc.

186 Territorial application of sections 180 to 184

187 Directors of wholly-owned subsidiaries

188 Responsibility of secretaries and directors for certain contraventions

189 Reliance on information or advice provided by others

190 Responsibility for actions of delegate

191 Material personal interest—director's duty to disclose

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

192 Director may give other directors standing notice about an interest

193 Interaction of sections 191 and 192 with other laws etc.

194 Voting and completion of transactions—directors of proprietary companies (replaceable rule—see section 135)

195 Restrictions on voting—directors of public companies only

196 ASIC power to make declarations and class orders

Division 3 -- Duty to discharge certain trust liabilities

197 Directors liable for debts and other obligations incurred by corporation as trustee

Division 4 -- Powers

198A Powers of directors (replaceable rule—see section 135)

198B Negotiable instruments (replaceable rule—see section 135)

198C Managing director (replaceable rule—see section 135)

198D Delegation

198E Single director/shareholder proprietary companies

198F Right of access to company books

PART 2D.2 -- RESTRICTIONS ON INDEMNITIES, INSURANCE AND TERMINATION PAYMENTS

Division 1 -- Indemnities and insurance for officers and auditors

199A Indemnification and exemption of officer or auditor

199B Insurance premiums for certain liabilities of director, secretary, other officer or auditor

199C Certain indemnities, exemptions, payments and agreements not authorised and certain documents void

Division 2 -- Termination payments

200A When benefit given in connection with retirement from office

200B Retirement benefits generally need membership approval

200C Benefits on transfer of undertaking or property need membership approval

200D Contravention to receive benefit without member approval

200E Approval by members

200F Exempt benefits and benefits given in certain circumstances

200G Genuine payments of pension and lump sum

200H Benefits required by law

200J Benefits to be held in trust for company

PART 2D.3 -- APPOINTMENT, REMUNERATION AND CESSATION OF APPOINTMENT OF DIRECTORS

Division 1 -- Appointment of directors

201A Minimum number of directors

201B Who can be a director

201C Directors of public companies, or subsidiaries, over 72

201D Consent to act as director

201E Special rules for the appointment of public company directors

201F Special rules for the appointment of directors for single director/single shareholder proprietary companies

201G Company may appoint a director (replaceable rule—see section 135)

201H Directors may appoint other directors (replaceable rule—see section 135)

201J Appointment of managing directors (replaceable rule—see section 135)

201K Alternate directors (replaceable rule—see section 135)

201L Signpost—ASIC to be notified of appointment

201M Effectiveness of acts by directors

Division 2 -- Remuneration of directors

202A Remuneration of directors (replaceable rule—see section 135)

202B Members may obtain information about directors' remuneration

202C Special rule for single director/single shareholder proprietary companies

Division 3 -- Resignation, retirement or removal of directors

203A Director may resign by giving written notice to company (replaceable rule—see section 135)

203B Signpost to consequences of disqualification from managing corporations

203C Removal by members—proprietary companies (replaceable rule—see section 135)

203D Removal by members—public companies

203E Director cannot be removed by other directors—public companies

203F Termination of appointment of managing director (replaceable rule—see section 135)

PART 2D.4 -- APPOINTMENT OF SECRETARIES

204A Minimum number of secretaries

204B Who can be a secretary

204C Consent to act as secretary

204D How a secretary is appointed

204E Effectiveness of acts by secretaries

204F Terms and conditions of office for secretaries (replaceable rule—see section 135)

204G Signpost to consequences of disqualification from managing corporations

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

205A Director, secretary or alternate director may notify ASIC of resignation or retirement

205B Notice of name and address of directors and secretaries to ASIC

205C Director and secretary must give information to company

205D Address for officers

205E ASIC's power to ask for information about person's position as director or secretary

205F Director must give information to company

205G Listed company—director to notify securities exchange of shareholdings etc.

PART 2D.6 -- DISQUALIFICATION FROM MANAGING CORPORATIONS

206A Disqualified person not to manage corporations

206B Automatic disqualification

206C Court power of disqualification—contravention of civil penalty provision

206D Court power of disqualification—insolvency and non-payment of debts

206E Court power of disqualification—repeated contraventions of Law

206F ASIC's power of disqualification

206G Court power to grant leave

206H Territorial application of this Part

CHAPTER 2E -- RELATED PARTY TRANSACTIONS

207 Purpose

PART 2E.1 -- MEMBER APPROVAL NEEDED FOR RELATED PARTY BENEFIT

Division 1 -- Need for member approval

208 Need for member approval for financial benefit

209 Consequences of breach

210 Arm's length terms

Division 2 -- Exceptions to the requirement for member approval

211 Remuneration and reimbursement for officer or employee

212 Indemnities, exemptions, insurance premiums and payment for legal costs for officers

213 Small amounts given to director or spouse

214 Benefit to or by closely-held subsidiary

215 Benefits to members that do not discriminate unfairly

216 Court order

Division 3 -- Procedure for obtaining member approval

217 Resolution may specify matters by class or kind

218 Company must lodge material that will be put to members with ASIC

219 Requirements for explanatory statement to members

220 ASIC may comment on proposed resolution

221 Requirements for notice of meeting

222 Other material put to members

223 Proposed resolution cannot be varied

224 Voting by or on behalf of related party interested in proposed resolution

225 Voting on the resolution

226 Notice of resolution to be lodged

227 Declaration by court of substantial compliance

PART 2E.2 -- RELATED PARTIES AND FINANCIAL BENEFITS

228 Related parties

229 Giving a financial benefit

PART 2E.3 -- INTERACTION WITH OTHER RULES

230 General duties still apply

CHAPTER 2F -- MEMBERS' RIGHTS AND REMEDIES

231 Membership of a company

PART 2F.1 -- OPPRESSIVE CONDUCT OF AFFAIRS

232 Grounds for Court order

233 Orders the Court can make

234 Who can apply for order

235 Requirement for person to lodge order

PART 2F.1A -- PROCEEDINGS ON BEHALF OF A COMPANY BY MEMBERS AND OTHERS

236 Bringing, or intervening in, proceedings on behalf of a company

237 Applying for and granting leave

238 Substitution of another person for the person granted leave

239 Effect of ratification by members

240 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave

241 General powers of the Court

242 Power of the Court to make costs orders

PART 2F.2 -- CLASS RIGHTS

246B Varying and cancelling class rights

246C Certain actions taken to vary rights etc.

246D Variation, cancellation or modification without unanimous support of class

246E Variation, cancellation or modification with unanimous support of class

246F Company must lodge documents and resolutions with ASIC

246G Member's copies of documents and resolutions

PART 2F.3 -- INSPECTION OF BOOKS

247A Order for inspection of books of company or registered managed investment scheme

247B Ancillary orders

247C Disclosure of information acquired in inspection

247D Company or directors may allow member to inspect books (replaceable rule see section 135)

CHAPTER 2G -- MEETINGS

PART 2G.1 -- DIRECTORS' MEETINGS

Division 1 -- Resolutions and declarations without meetings

248A Circulating resolutions of companies with more than 1 director (replaceable rule see section 135)

248B Resolutions and declarations of 1 director proprietary companies

Division 2 -- Directors' meetings

248C Calling directors' meetings (replaceable rule see section 135)

248D Use of technology

248E Chairing directors' meetings (replaceable rule see section 135)

248F Quorum at directors' meetings (replaceable rule see section 135)

248G Passing of directors' resolutions (replaceable rule see section 135)

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

Division 1 -- Resolutions without meetings

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

Division 2 -- Who may call meetings of members

249B Resolutions of 1 member companies

249C Calling of meetings of members by a director (replaceable rule—see section 135)

249CA Calling of meetings of members of a listed company by a director

249D Calling of general meeting by directors when requested by members

249E Failure of directors to call general meeting

249F Calling of general meetings by members

249G Calling of meetings of members by the Court

Division 3 -- How to call meetings of members

249H Amount of notice of meetings

249HA Amount of notice of meetings of listed company

249J Notice of meetings of members to members and directors

249K Auditor entitled to notice and other communications

249L Contents of notice of meetings of members

249M Notice of adjourned meetings (replaceable rule—see section 135)

Division 4 -- Members' rights to put resolutions etc. at general meetings

249N Members' resolutions

249O Company giving notice of members' resolutions

249P Members' statements to be distributed

Division 5 -- Holding meetings of members

249Q Purpose

249R Time and place for meetings of members

249S Technology

249T Quorum (replaceable rule—see section 135)

249U Chairing meetings of members (replaceable rule—see section 135)

249V Auditor's right to be heard at general meetings

249W Adjourned meetings

Division 6 -- Proxies and body corporate representatives

249X Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies—see section 135)

249Y Rights of proxies

249Z Company sending appointment forms or lists of proxies must send to all members

250A Appointing a proxy

250B Proxy documents

250BA Proxy documents—listed companies

250C Validity of proxy vote

250D Body corporate representative

Division 7 -- Voting at meetings of members

250E How many votes a member has (replaceable rule—see section 135)

250F Jointly held shares (replaceable rule—see section 135)

250G Objections to right to vote (replaceable rule—see section 135)

250H Votes need not all be cast in the same way

250J How voting is carried out (replaceable rule—see section 135)

250K Matters on which a poll may be demanded

250L When a poll is effectively demanded

250M When and how polls must be taken (replaceable rule—see section 135)

Division 8 -- AGMs of public companies

250N Public company must hold AGM

250P Extension of time for holding AGM

250R Business of AGM

250S Questions and comments by members on company management at AGM

250T Questions by members of auditors at AGM

PART 2G.3 -- MINUTES AND MEMBERS' ACCESS TO MINUTES

251A Minutes

251AA Disclosure of proxy votes—listed companies

251B Members' access to minutes

PART 2G.4 -- MEETINGS OF MEMBERS OF REGISTERED MANAGED INVESTMENT SCHEMES

Division 1 -- Who may call meetings of members

252A Calling of meetings of members by responsible entity

252B Calling of meetings of members by responsible entity when requested by members

252C Failure of responsible entity to call meeting of the scheme's members

252D Calling of meetings of members by members

252E Calling of meetings of members by the Court

Division 2 -- How to call meetings of members

252F Amount of notice of meetings

252G Notice of meetings of members to members, directors and auditors

252H Auditors entitled to other communications

252J Contents of notice of meetings of members

252K Notice of adjourned meetings

Division 3 -- Members' rights to put resolutions etc. at meetings of members

252L Members' resolutions

252M Responsible entity giving notice of members' resolutions

252N Members' statements to be distributed

Division 4 -- Holding meetings of members

252P Time and place for meetings of members

252Q Technology

252R Quorum

252S Chairing meetings of members

252T Auditors' right to be heard at meetings of members

252U Adjourned meetings

Division 5 -- Proxies and body corporate representatives

252V Who can appoint a proxy

252W Rights of proxies

252X Responsible entity sending appointment forms or lists of proxies must send to all members

252Y Appointing a proxy

252Z Proxy documents

253A Validity of proxy vote

253B Body corporate representative

Division 6 -- Voting at meetings of members

253C How many votes a member has

253D Jointly held interests

253E Responsible entity and associates cannot vote if interested in resolution

253F How to work out the value of an interest

253G Objections to a right to vote

253H Votes need not all be cast in the same way

253J How voting is carried out

253K Matters on which a poll may be demanded

253L When a poll is effectively demanded

Division 7 -- Minutes and members' access to minutes

253M Minutes

253N Members' access to minutes

CHAPTER 2H -- SHARES

PART 2H.1 -- ISSUING AND CONVERTING SHARES

254A Power to issue bonus, partly-paid, preference and redeemable preference shares

254B Terms of issue

254C No par value shares

254D Pre-emption for existing shareholders on issue of shares in proprietary company (replaceable rule—see section 135)

254E Court validation of issue

254F Bearer shares and stock must not be issued

254G Conversion of shares

254H Resolution to convert shares into larger or smaller number

PART 2H.2 -- REDEMPTION OF REDEEMABLE PREFERENCE SHARES

254J Redemption must be in accordance with terms of issue

254K Other requirements about redemption

254L Consequences of contravening section 254J or 254K

PART 2H.3 -- PARTLY-PAID SHARES

254M Liability on partly-paid shares

254N Calls may be limited to when company is externally-administered

254P No liability companies—calls on shares

254Q No liability companies—forfeiture and sale of shares for failure to meet call

254R No liability companies—redemption of forfeited shares

PART 2H.4 -- CAPITALISATION OF PROFITS

254S Capitalisation of profits

PART 2H.5 -- DIVIDENDS

254T Dividends to be paid out of profits

254U Other provisions about paying dividends (replaceable rule—see section 135)

254V When does the company incur a debt?

254W Dividend rights

PART 2H.6 -- NOTICE REQUIREMENTS

254X Notice to ASIC of share issue

254Y Notice to ASIC of share cancellation

CHAPTER 2J -- TRANSACTIONS AFFECTING SHARE CAPITAL

PART 2J.1 -- SHARE CAPITAL REDUCTIONS AND SHARE BUY-BACKS

256A Purpose

Division 1 -- Reductions in share capital not otherwise authorised by law

256B Company may make reduction not otherwise authorised

256C Shareholder approval

256D Consequences of failing to comply with section 256B

256E Signposts to other relevant provisions

Division 2 -- Share buy-backs

257A The company's power to buy back its own shares

257B Buy-back procedure—general

257C Buy-back procedure—shareholder approval if the 10/12 limit exceeded

257D Buy-back procedure—special shareholder approval for selective buy-back

257E Buy-back procedure—lodgment of offer documents with ASIC

257F Notice of intended buy-back

257G Buy-back procedure—disclosure of relevant information when offer made

257H Acceptance of offer and transfer of shares to the company

257J Signposts to other relevant provisions

Division 3 -- Other share capital reductions

258A Unlimited companies

258B Right to occupy or use real property

258C Brokerage or commission

258D Cancellation of forfeited shares

258E Other share cancellations

258F Reductions because of lost capital

PART 2J.2 -- SELF-ACQUISITION AND CONTROL OF SHARES

259A Directly acquiring own shares

259B Taking security over own shares or shares in holding company

259C Issuing or transferring shares to controlled entity

259D Company controlling entity that holds shares in it

259E When a company controls an entity

259F Consequences of failing to comply with section 259A or 259B

PART 2J.3 -- FINANCIAL ASSISTANCE

260A Financial assistance by a company for acquiring shares in the company or a holding company

260B Shareholder approval

260C Exempted financial assistance

260D Consequences of failing to comply with section 260A

PART 2J.4 -- INTERACTION WITH GENERAL DIRECTORS' DUTIES

260E General duties still apply

CHAPTER 2K -- CHARGES

PART 2K.1 -- PRELIMINARY

261 Interpretation and application

PART 2K.2 -- REGISTRATION

262 Charges required to be registered

263 Lodgment of notice of charge and copy of instrument

264 Acquisition of property subject to charge

265 Registration of documents relating to charges

265A Standard time for the purposes of section 265

266 Certain charges void against liquidator or administrator

267 Charges in favour of certain persons void in certain cases

268 Assignment and variation of charges

268A Assignment of charges under the State Bank (Corporatisation) Act 1994 of South Australia

269 Satisfaction of, and release of property from, charges

270 Lodgment of notices, offences etc.

271 Company to keep documents relating to charges and register of charges

272 Certificates

273 Registration under other legislation relating to charges

274 Power of Court to rectify Register

275 Charges of company existing before 1 January 1991

275A Charges of bodies to which section 1362CJ applies

276 Charges of body corporate registered as a company

276AA Charges of company transferring jurisdiction

276A Charges of recognised companies and certain foreign companies

277 Power to exempt from compliance with certain requirements of Division

PART 2K.3 -- ORDER OF PRIORITY

278 Interpretation

279 Priorities of charges

280 General priority rules in relation to registered charges

281 General priority rule in relation to unregistered charges

282 Special priority rules

CHAPTER 2L -- DEBENTURES

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

260FA Requirement for trust deed and trustee

260FB Trust deed

260FC Who can be a trustee

260FD Existing trustee continues to act until new trustee takes office

260FE Replacement of trustee

PART 2L.2 -- DUTIES OF BORROWER

260GA Duties of borrower

260GB General duties

260GC Duty to notify ASIC of name of trustee

260GD Duty to replace trustee

260GE Duty to inform trustee about charges

260GF Duty to give trustee and ASIC quarterly reports

260GG Exceptions

260GH How debentures may be described

260GI Offences for failure to comply with statutory duties

PART 2L.3 -- DUTIES OF GUARANTOR

260HA Duties of guarantor

260HB General duties

260HC Duty to inform trustee about charges

260HD Exceptions

260HE Offences for failure to comply with statutory duties

PART 2L.4 -- TRUSTEE

260JA Trustee's duties

260JB Exemptions and indemnifications of trustee from liability

260JC Indemnity

PART 2L.5 -- MEETINGS OF DEBENTURE HOLDERS

260KA Borrower's duty to call meeting

260KB Trustee's power to call meeting

260KC Court may order meeting

PART 2L.6 -- CIVIL LIABILITY

260L Civil liability for contravening this Chapter

PART 2L.7 -- ASIC POWERS

260MA ASIC's power to exempt and modify

260MB ASIC may approve body corporate to be trustee

PART 2L.8 -- COURT

260NA General Court power to give directions and determine questions

260NB Specific Court powers

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

260P Signpost to other debenture provisions

CHAPTER 2M -- FINANCIAL REPORTS AND AUDIT

PART 2M.1 -- OVERVIEW

285 Overview of obligations under this Chapter

PART 2M.2 -- FINANCIAL RECORDS

286 Obligation to keep financial records

287 Language requirements

288 Physical format

289 Place where records are kept

290 Director access

291 Signposts to other relevant provisions

PART 2M.3 -- FINANCIAL REPORTING

Division 1 -- Annual financial reports and directors' reports

292 Who has to prepare annual financial reports and directors' reports

293 Small proprietary company—shareholder direction

294 Small proprietary company—ASIC direction

295 Contents of annual financial report

296 Compliance with accounting standards and regulations

297 True and fair view

298 Annual directors' report

299 Annual directors' report—general information

300 Annual directors' report—specific information

300A Annual directors' report—specific information to be provided by listed companies

301 Audit of annual financial report

Division 2 -- Half-year financial report and directors' report

302 Disclosing entity must prepare half-year financial report and directors' report

303 Contents of half-year financial report

304 Compliance with accounting standards and regulations

305 True and fair view

306 Half-year directors' report

Division 3 -- Audit and auditor's report

307 Audit

308 Auditor's report on annual financial report

309 Auditor's report on half-year financial report

310 Auditor's power to obtain information

311 Reporting to ASIC

312 Assisting auditor

313 Special provisions on audit of debenture issuers and guarantors

Division 4 -- Annual financial reporting to members

314 Annual financial reporting to members

315 Deadline for reporting to members

316 Member's choices for annual financial information

317 Consideration of reports at AGM

318 Additional reporting by debenture issuers

Division 5 -- Lodging reports with ASIC

319 Lodgment of annual reports with ASIC [see Note 2]

320 Lodgment of half-year reports with ASIC

321 ASC power to require lodgment

322 Relodgment if financial statements or directors' reports amended after lodgment

Division 6 -- Special provisions about consolidated financial statements

323 Directors and officers of controlled entity to give information

323A Auditor's power to obtain information from controlled entity

323B Controlled entity to assist auditor

323C Application of Division to entity that has ceased to be controlled

Division 7 -- Financial years and half-years

323D Financial years and half-years

Division 8 -- Disclosure by listed companies of information filed overseas

323DA Listed companies to disclose information filed overseas

PART 2M.4 -- APPOINTMENT AND REMOVAL OF AUDITORS

Division 1 -- Companies

324 Qualifications of auditors

325 Appointment of auditor by proprietary company

327 Appointment of auditors

328 Nomination of auditors

329 Removal and resignation of auditors

330 Effect of winding up on office of auditor

331 Fees and expenses of auditors

Division 2 -- Registered schemes

331AA Qualifications of auditors

331AB Appointment of auditors

331AC Removal and resignation of auditors

331AD Effect of winding up an office of auditor

331AE Fees and expenses of auditors

PART 2M.5 -- ACCOUNTING STANDARDS

334 Accounting standards

335 Equity accounting

337 Interpretation of accounting standards

338 Severing invalid provisions

339 Evidence of text of accounting standard [see Note 2]

PART 2M.6 -- EXEMPTIONS AND MODIFICATIONS

340 ASIC's power to make specific exemption orders

341 ASIC's power to make class orders

342 Criteria for specific exemption orders and class orders

343 Modification by regulations

PART 2M.7 -- SANCTIONS FOR CONTRAVENTIONS OF CHAPTER

344 Contravention of Part 2M.2 or 2M.3

CHAPTER 2N -- ANNUAL RETURN AND LODGMENTS WITH ASIC

PART 2N.1 -- ANNUAL RETURNS

345 Deadline for lodging annual return

346 Solvency resolution—companies

347 Lodging annual return with ASIC

348 Contents of annual return—companies [see Notes 2 and 5]

349 Contents of annual return—registered schemes [see Note 3]

PART 2N.2 -- LODGMENTS WITH ASIC

350 Forms for documents to be lodged with ASIC

351 Signing documents lodged with ASIC

352 Documents lodged with ASIC electronically

CHAPTER 5 -- EXTERNAL ADMINISTRATION

PART 5.1 -- ARRANGEMENTS AND RECONSTRUCTIONS

410 Interpretation

411 Administration of compromises etc.

412 Information as to compromise with creditors

413 Provisions for facilitating reconstruction and amalgamation of Part 5.1. bodies

414 Acquisition of shares of shareholders dissenting from scheme or contract approved by majority

415 Notification of appointment of scheme manager and power of Court to require report

415A Enforcement of orders made in other jurisdictions

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

416 Interpretation

417 Application of Part

418 Persons not to act as receivers

418A Court may declare whether controller is validly acting

419 Liability of controller

419A Liability of controller under pre-existing agreement about property used by corporation

420 Powers of receiver

420A Controller's duty of care in exercising power of sale

420B Court may authorise managing controller to dispose of property despite prior charge

420C Receiver's power to carry on corporation's business during winding up

421 Controller's duties in relation to bank accounts and financial records

421A Managing controller to report within 2 months about corporation's affairs

422 Reports by receiver

423 Supervision of controller

424 Controller may apply to Court

425 Court's power to fix receiver's remuneration

426 Controller has qualified privilege in certain cases

427 Notification of matters relating to controller

428 Statement that receiver appointed or other controller acting

429 Officers to report to controller about corporation's affairs

430 Controller may require reports

431 Controller may inspect books

432 Lodging controller's accounts

433 Payment of certain debts, out of property subject to floating

434 Enforcing controller's duty to make returns

434A Court may remove controller for misconduct

434B Court may remove redundant controller

434C Effect of sections 434A and 434B

PART 5.3A -- ADMINISTRATION OF A COMPANY'S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF COMPANY ARRANGEMENT

Division 1 -- Preliminary

435A Object of Part

435B Interpretation

435C When administration begins and ends

Division 2 -- Appointment of administrator and first meeting of creditors

436A Company may appoint administrator if board thinks it is or will become insolvent

436B Liquidator may appoint administrator

436C Chargee may appoint administrator

436D Company already under administration

436E Purpose and timing of first meeting of creditors

436F Functions of committee of creditors

436G Membership of committee

Division 3 -- Administrator assumes control of company's affairs

437A Role of administrator

437B Administrator acts as company's agent

437C Powers of other officers suspended

437D Only administrator can deal with company's property

437E Order for compensation where officer involved in void transaction

437F Effect of administration on company's members

Division 4 -- Administrator investigates company's affairs

438A Administrator to investigate affairs and consider possible courses of action

438B Directors to help administrator

438C Administrator's rights to company's books

438D Reports by administrator

Division 5 -- Meeting of creditors decides company's future

439A Administrator to convene meeting and inform creditors

439B Conduct of meeting

439C What creditors may decide

Division 6 -- Protection of company's property during administration

440A Winding up company

440B Charge unenforceable

440C Owner or lessor cannot recover property used by company

440D Stay of proceedings

440E Administrator not liable in damages for refusing consent

440F Suspension of enforcement process

440G Duties of court officer in relation to property of company

440H Lis pendens taken to exist

440J Administration not to trigger liability of director or relative under guarantee of company's liability

Division 7 -- Rights of chargee, owner or lessor

441A Where chargee acts before or during decision period

441B Where enforcement of charge begins before administration

441C Charge on perishable property

441D Court may limit powers of chargee etc. in relation to charged property

441E Giving a notice under a charge

441F Where recovery of property begins before administration

441G Recovering perishable property

441H Court may limit powers of receiver etc. in relation to property used by company

441J Giving a notice under an agreement about property

441K Effect of Division

Division 8 -- Powers of administrator

442A Additional powers of administrator

442B Dealing with property subject to a floating charge that has crystallised

442C When administrator may dispose of encumbered property

442D Administrator's powers subject to powers of chargee, receiver etc.

442E Administrator has qualified privilege

442F Protection of persons dealing with administrator

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

Subdivision A -- Liability

443A General debts

443B Payments for property used or occupied by, or in the possession of, the company

443BA Certain taxation liabilities

443C Administrator not otherwise liable for company's debts

Subdivision B -- Indemnity

443D Right of indemnity

443E Right of indemnity has priority over other debts

443F Lien to secure indemnity

Division 10 -- Execution and effect of deed of company arrangement

444A Effect of creditors' resolution

444B Execution of deed

444C Creditor etc. not to act inconsistently with deed before its execution

444D Effect of deed on creditors

444E Protection of company's property from persons bound by deed

444F Court may limit rights of secured creditor or owner or lessor

444G Effect of deed on company, officers and members

444H Extent of release of company's debts

Division 11 -- Variation, termination and avoidance of deed

445A Variation of deed by creditors

445B Court may cancel variation

445C When deed terminates

445D When Court may terminate deed

445E Creditors may terminate deed and resolve that company be wound up

445F Meeting of creditors to consider proposed variation or termination of deed

445G When Court may void or validate deed

445H Effect of termination or avoidance

Division 12 -- Transition to creditors' voluntary winding up

446A Administrator becomes liquidator in certain cases

446B Regulations may provide for transition in other cases

Division 13 -- Powers of Court

447A General power to make orders

447B Orders to protect creditors during administration

447C Court may declare whether administrator validly appointed

447D Administrator may seek directions

447E Supervision of administrator of company or deed

447F Effect of Division

Division 14 -- Qualifications of administrators

448A Appointee must consent

448B Administrator must be registered liquidator

448C Disqualification of person connected with company

448D Disqualification of insolvent under administration

Division 15 -- Removal, replacement and remuneration of administrator

449A Appointment of administrator cannot be revoked

449B Court may remove administrator

449C Vacancy in office of administrator of company

449D Vacancy in office of administrator of deed of company arrangement

449E Remuneration of administrator Part /division>

Division 16 -- Notices about steps taken under Part

450A Appointment of administrator

450B Execution of deed of company arrangement

450C Failure to execute deed of company arrangement

450D Termination of deed of company arrangement

450E Notice in public documents etc. of company

450F Effect of contravention of this Division

Division 17 -- Miscellaneous

451A Appointment of 2 or more administrators of company

451B Appointment of 2 or more administrators of deed of company arrangement

451C Effect of things done during administration of company

451D Time for doing act does not run while act prevented by this Part

PART 5.4 -- WINDING UP IN INSOLVENCY

Division 1 -- When company to be wound up in insolvency

459A Order that insolvent company be wound up in insolvency

459B Order made on application under section 234, 462 or 464

459C Presumptions to be made in certain proceedings

459D Contingent or prospective liability relevant to whether company solvent

Division 2 -- Statutory demand

459E Creditor may serve statutory demand on company

459F When company taken to fail to comply with statutory demand

Division 3 -- Application to set aside statutory demand

459G Company may apply

459H Determination of application where there is a dispute or offsetting claim

459J Setting aside demand on other grounds

459K Effect of order setting aside demand

459L Dismissal of application

459M Order subject to conditions

459N Costs where company successful

Division 4 -- Application for order to wind up company in insolvency

459P Who may apply for order under section 459A

459Q Application relying on failure to comply with statutory demand

459R Period within which application must be determined

459S Company may not oppose application on certain grounds

459T Application to wind up joint debtors in insolvency

PART 5.4A -- WINDING UP BY THE COURT ON OTHER GROUNDS

461 General grounds on which company may be wound up by Court

462 Standing to apply for winding up

464 Application for winding up in connection with investigation under ASC Law

PART 5.4B -- WINDING UP IN INSOLVENCY OR BY THE COURT

Division 1 -- General

465A Notice of application

465B Substitution of applicants

465C Applicant to be given notice of grounds for opposing application

466 Payment of preliminary costs etc.

467 Court's powers on hearing application

467A Effect of defect or irregularity on application under Part 5.4 or 5.4A.

467B Court may order winding up of company that is being wound up voluntarily

468 Avoidance of dispositions of property, attachments etc.

469 Application to be lis pendens

470 Certain notices to be lodged

Division 1A -- Effect of winding up order

471 Effect on creditors and contributories

471A Powers of other officers suspended during winding up

471B Stay of proceedings and suspension of enforcement process

471C Secured creditor's rights not affected

Division 2 -- Court-appointed liquidators

472 Court to appoint official liquidator

473 General provisions about liquidators

474 Custody and vesting of company's property

475 Report as to company's affairs to be submitted to liquidator

476 Preliminary report by liquidator

477 Powers of liquidator

478 Application of property; list of contributories

479 Exercise and control of liquidator's powers

480 Release of liquidator and deregistration of company

481 Orders for release or deregistration

Division 3 -- General powers of Court

482 Power to stay or terminate winding up

483 Delivery of property to liquidator

484 Appointment of special manager

485 Claims of creditors and distribution of property

486 Inspection of books by creditors and contributories

486A Court may make order to prevent officer or related entity from avoiding liability to company

486B Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with winding up

487 Power to arrest absconding contributory

488 Delegation to liquidator of certain powers of Court

489 Powers of Court cumulative

PART 5.5 -- VOLUNTARY WINDING UP

Division 1 -- Resolution for winding up

490 When company cannot wind up voluntarily

491 Circumstances in which company may be wound up voluntarily

493 Effect of voluntary winding up

494 Declaration of solvency

Division 2 -- Members' voluntary winding up

495 Liquidators

496 Duty of liquidator where company turns out to be insolvent

Division 3 -- Creditors' voluntary winding up

497 Meeting of creditors

498 Power to adjourn meeting

499 Liquidators

500 Execution and civil proceedings

Division 4 -- Voluntary winding up generally

501 Distribution of property of company

502 Appointment of liquidator

503 Removal of liquidator

504 Review of liquidator's remuneration

505 Acts of liquidator valid etc.

506 Powers and duties of liquidator

507 Power of liquidator to accept shares etc. as consideration for sale of property of company

508 Annual meeting of creditors

509 Final meeting and deregistration

510 Arrangement: when binding on creditors

511 Application to Court to have questions determined or powers exercised

512 Costs

PART 5.6 -- WINDING UP GENERALLY

Division 1 -- Preliminary

513 Application of Part

Division 1A -- When winding up taken to begin

513A Winding up ordered by the Court

513B Voluntary winding up

513C Section 513C day in relation to an administration under Part 5.3A

513D Validity of proceedings in earlier winding up

Division 2 -- Contributories

514 Where Division applies

515 General liability of contributory

516 Company limited by shares

517 Company limited by guarantee

519 Exceptions for former unlimited company

520 Past member: later debts

521 Person ceasing to be a member a year or more before winding up

522 Present members to contribute first

523 Past member of former unlimited company

524 Past member of former limited company

526 Liability on certain contracts

527 Nature of contributory's liability

528 Death of contributory

529 Bankruptcy of contributory

Division 3 -- Liquidators

530A Officers to help liquidator

530B Liquidator's rights to company's books

530C Warrant to search for, and seize, company's property or books

531 Books to be kept by liquidator

532 Disqualification of liquidator

533 Reports by liquidator

534 Prosecution by liquidator of delinquent officers and members

535 When liquidator has qualified privilege

536 Supervision of liquidators

537 Notice of appointment and address of liquidator

538 Regulations relating to money etc. received by liquidator

539 Liquidator's accounts

540 Liquidator to remedy defaults

Division 4 -- General

541 Notification that company is in liquidation

542 Books of company

543 Investment of surplus funds on general account

544 Unclaimed money to be paid to Commission

545 Expenses of winding up where property insufficient

546 Resolutions passed at adjourned meetings of creditors and contributories

547 Meetings to ascertain wishes of creditors or contributories

Division 5 -- Committees of inspection

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

549 Proceedings of committee of inspection

550 Vacancies on committee of inspection

551 Member of committee not to accept extra benefit

552 Powers of Court where no committee of inspection

553 Debts or claims that are provable in winding up

Division 6 -- Proof and ranking of claims

Subdivision A -- Admission to proof of debts and claims

553A Member cannot prove debt unless contributions paid

553AA Selling shareholder cannot prove debt unless documents given

553B Insolvent companies—penalties and fines not generally provable

553C Insolvent companies—mutual credit and set-off

553D Debts or claims may be proved formally or informally

553E Application of Bankruptcy Act to winding up of insolvent company

Subdivision B -- Computation of debts and claims

554 General rule—compute amount as at relevant date

554A Determination of value of debts and claims of uncertain value

554B Discounting of debts payable after relevant date

554C Conversion into Australian currency of foreign currency debts or claims

Subdivision C -- Special provisions relating to secured creditors of insolvent companies

554D Application of Subdivision

554E Proof of debt by secured creditor

554F Redemption of security by liquidator

554G Amendment of valuation

554H Repayment of excess

554J Subsequent realisation of security

Subdivision D -- Priorities

555 Debts and claims proved to rank equally except as otherwise provided

556 Priority payments

558 Debts due to employees

559 Debts of a class to rank equally

560 Advances for company to make priority payments in respect of employees

561 Priority of employees' claims over floating charges

562 Application of proceeds of contracts of insurance

562A Application of proceeds of contracts of reinsurance

563 Provisions relating to injury compensation

563AA Seller under a buy-back agreement

563A Member's debts to be postponed until other debts and claims satisfied

563AAA Redemption of debentures

Subdivision E -- Miscellaneous

563B Interest on debts and claims from relevant date to date of payment

563C Debt subordination

564 Power of Court to make orders in favour of certain creditors

Division 7 -- Effect on certain transactions

565 Undue preference

566 Effect of floating charge

567 Liquidator's right to recover in respect of certain transactions

Division 7A -- Disclaimer of onerous property

568 Disclaimer by liquidator; application to Court by party to contract

568A Liquidator must give notice of disclaimer

568B Application to set aside disclaimer before it takes effect

568C When disclaimer takes effect

568D Effect of disclaimer

568E Application to set aside disclaimer after it has taken effect

568F Court may dispose of disclaimed property

Division 7B -- Effect on enforcement process against company's property

569 Executions, attachments etc. before winding up

570 Duties of sheriff after receiving notice of application

Division 9 -- Co-operation between Australian and foreign courts in external administration matters

580 Interpretation

581 Courts to act in aid of each other

PART 5.7 -- WINDING UP BODIES OTHER THAN COMPANIES

582 Application of Part

583 Winding up Part 5.7 bodies

585 Insolvency of Part 5.7 body

586 Contributories in winding up of Part 5.7 body

587 Power of Court to stay or restrain proceedings

588 Outstanding property of defunct registrable body

PART 5.7A -- RECIPROCITY WITH OTHER JURISDICTIONS

Division 1 -- Application of Part 5.3A to matters arising under corresponding laws

588AA Application in this jurisdiction

588AB Enforcement of orders

Division 2 -- Winding up recognised companies

588A Enforcement of winding up orders made in other jurisdictions

588B Functions and powers in this jurisdiction of liquidators from other jurisdictions

588C Outstanding property of defunct recognised company

PART 5.7B -- RECOVERING PROPERTY OR COMPENSATION FOR THE BENEFIT OF CREDITORS OF INSOLVENT COMPANY

Division 1 -- Preliminary

588D Secured debt may become unsecured

588E Presumptions to be made in recovery proceedings

588F Certain taxation liabilities taken to be debts

Division 2 -- Voidable transactions

588FA Unfair preferences

588FB Uncommercial transactions

588FC Insolvent transactions

588FD Unfair loans to a company

588FE Voidable transactions

588FF Courts may make orders about voidable transactions

588FG Transaction not voidable as against certain persons

588FGA Directors to indemnify Commissioner of Taxation if certain payments set aside

588FGB Defences in proceedings under section 588FGA

588FH Liquidator may recover from related entity benefit resulting from insolvent transaction

588FI Creditor who gives up benefit of unfair preference may prove for preferred debt

588FJ Floating charge created within 6 months before relation-back day

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

588G Director's duty to prevent insolvent trading by company

588H Defences

Division 4 -- Director liable to compensate company

Subdivision A -- Proceedings against director

588J On application for civil penalty order, Court may order compensation

588K Criminal court may order compensation

588L Enforcement of order under section 588J or 588K

588M Recovery of compensation for loss resulting from insolvent trading

588N Avoiding double recovery

588P Effect of sections 588J, 588K and 588M

588Q Certificates evidencing contravention

Subdivision B -- Proceedings by creditor

588R Creditor may sue for compensation with liquidator's consent

588S Creditor may give liquidator notice of intention to sue for compensation

588T When creditor may sue for compensation without liquidator's consent

588U Events preventing creditor from suing

Division 5 -- Liability of holding company for insolvent trading by subsidiary

588V When holding company liable

588W Recovery of compensation for loss resulting from insolvent trading

588X Defences

Division 6 -- Application of compensation under Division 4 or 5

588Y Application of amount paid as compensation

Division 7 -- Person managing a corporation while disqualified may become liable for corporation's debts

588Z Court may make order imposing liability

PART 5.8 -- OFFENCES

589 Interpretation and application

590 Offences by officers of certain companies

592 Incurring of certain debts; fraudulent conduct

593 Powers of Court

594 Certain rights not affected

595 Inducement to be appointed liquidator etc. of company

596 Frauds by officers

PART 5.8A -- EMPLOYEE ENTITLEMENTS

596AA Object and coverage of Part

596AB Entering into agreements or transactions to avoid employee entitlements

596AC Person who contravenes section 596AB liable to compensate for loss

596AD Avoiding double recovery

596AE Effect of section 596AC

596AF Employee may sue for compensation with liquidator's consent

596AG Employee may give liquidator notice of intention to sue for compensation

596AH When employee may sue for compensation without liquidator's consent

596AI Events preventing employee from suing

PART 5.9 -- MISCELLANEOUS

Division 1 -- Examining a person about a corporation

596A Mandatory examination

596B Discretionary examination

596C Affidavit in support of application under section 596B

596D Content of summons

596E Notice of examination

596F Court may give directions about examination

597 Conduct of examination

597A When Court is to require affidavit about corporation's examinable affairs

597B Costs of unnecessary examination or affidavit

Division 2 -- Orders against a person in relation to a corporation

598 Order against person concerned with corporation

Division 3 -- Provisions applying to various kinds of external administration

600A Powers of Court where outcome of voting at creditors' meeting determined by related entity

600B Review by Court of resolution of creditors passed on casting vote of person presiding at meeting

600C Court's powers where proposed resolution of creditors lost as casting vote of person presiding at meeting

600D Interim order on application under section 600A, 600B or 600C

600E Order under section 600A or 600B does not affect act already done pursuant to resolution

600F Limitation on right of suppliers of essential services to insist on payment as condition of supply

Division 4 -- Transitional

601 Winding up started before commencement of this Chapter

CHAPTER 5A -- DEREGISTRATION OF COMPANIES

601AA Deregistration—voluntary

601AB Deregistration—ASIC initiated

601AC Deregistration—following amalgamation or winding up

601AD Effect of deregistration

601AE What ASIC does with the property

601AF ASIC's power to fulfil outstanding obligations of deregistered company

601AG Claims against insurers of deregistered company

601AH Reinstatement

CHAPTER 5B -- BODIES CORPORATE REGISTERED AS COMPANIES, AND REGISTRABLE BODIES

PART 5B.1 -- REGISTERING A BODY CORPORATE AS A COMPANY

Division 1 -- Registration

601BA Bodies corporate may be registered as certain types of companies

601BB Bodies registered as proprietary companies

601BC Applying for registration under this Part

601BD ASIC gives body ACN, registers as company and issues certificate

601BE Registered office

601BF Name

601BG Constitution

601BH Modifications of constitution

601BJ ASIC may direct company to apply for Court approval for modifications of constitution

601BK Establishing registers and minute books

601BL Registration of registered bodies

Division 2 -- Operation of the Corporations Law

601BM Effect of registration under this Part

601BN Liability of members on winding up

601BP Bearer shares

601BQ References in pre-registration contracts and other documents to par value in existing contracts and documents

601BR First AGM

601BS Modification by regulations

PART 5B.2 -- REGISTRABLE BODIES

Division 1 -- Registrable Australian bodies

601CA When a registrable Australian body may carry on business in this jurisdiction

601CB Application for registration

601CC Cessation of business etc.

Division 2 -- Foreign companies

601CD When a foreign company may carry on business in this jurisdiction

601CE Application for registration

601CF Appointment of local agent

601CG Local agent: how appointed

601CH Local agent: how removed

601CJ Liability of local agent

601CK Balance-sheets and other documents

601CL Cessation of business etc.

601CM Register of members of foreign company

601CN Register kept under section 601CM

601CP Notifying Commission about register kept under section 601CM

601CQ Effect of right to acquire shares compulsorily

601CR Index of members and inspection of registers

601CS Certificate as to shareholding

Division 3 -- Bodies registered under this Part

601CT Registered office

601CU Certificate of registration

601CV Notice of certain changes

601CW Body's name etc. must be displayed at office and place of business

601CX Service of documents on registered body

601CY Power to hold land

Division 4 -- Register of debenture holders for non-companies

601CZA Certain documents are debentures

601CZB Register of debenture holders to be maintained by non-companies

601CZC Location of register

601CZD Application of sections 173 to 177

PART 5B.3 -- NAMES OF REGISTRABLE AUSTRALIAN BODIES AND FOREIGN COMPANIES

601DA Reserving a name

601DB Acceptable abbreviations

601DC When a name is available

601DD Registered Australian bodies and registered foreign companies can carry on business with some names only

601DE Using a name and ARBN

601DF Exception to requirement to have ARBN on receipts

601DG Regulations may exempt from requirement to set out information on documents

601DH Notice of name change must be given to ASIC

601DJ ASIC's power to direct a registered name be changed

CHAPTER 5C -- MANAGED INVESTMENT SCHEMES

PART 5C.1 -- REGISTRATION OF MANAGED INVESTMENT SCHEMES

601EA Applying for registration

601EB Registration of managed investment scheme

601EC All documents etc. lodged with ASIC to bear ARSN

601ED When a managed investment scheme must be registered

601EE Unregistered schemes may be wound up

PART 5C.2 -- THE RESPONSIBLE ENTITY

Division 1 -- Responsibilities and powers

601FA Responsible entity to be public company and hold dealers licence

601FB Responsible entity to operate scheme

601FC Duties of responsible entity

601FD Duties of officers of responsible entity

601FE Duties of employees of responsible entity

601FF Surveillance checks by ASIC

601FG Acquisition of interest in scheme by responsible entity

601FH Liquidator etc. of responsible entity entitled to exercise indemnity rights

Division 2 -- Changing the responsible entity

601FJ Changes only take effect when ASIC alters record of registration

601FK Requirements of section 601FA must be met

601FL Retirement of responsible entity

601FM Removal of responsible entity by members

601FN ASIC or scheme member may apply to Court for appointment of temporary responsible entity

601FP Appointment of temporary responsible entity by Court

601FQ Temporary responsible entity to take steps for appointment of new responsible entity

Division 3 -- Consequences of change of responsible entity

601FR Former responsible entity to hand over books and provide reasonable assistance

601FS Rights, obligations and liabilities of former responsible entity

601FT Effect of change of responsible entity on documents etc. to which former responsible entity is party

PART 5C.3 -- THE CONSTITUTION

601GA Contents of the constitution

601GB Constitution must be legally enforceable

601GC Changing the constitution

PART 5C.4 -- THE COMPLIANCE PLAN

601HA Contents of the compliance plan

601HB Compliance plan may incorporate provisions from another scheme's plan

601HC Directors must sign lodged copy of compliance plan

601HD ASIC may require further information about compliance plan

601HE Changing the compliance plan

601HF ASIC may require consolidation of compliance plan to be lodged [see Note 2]

601HG Audit of compliance plan

601HH Removal and resignation of auditors

601HI Action on change of auditor of compliance plan

PART 5C.5 -- THE COMPLIANCE COMMITTEE

601JA When is a compliance committee required?

601JB Membership of compliance committee

601JC Functions of compliance committee

601JD Duties of members

601JE Compliance committee members have qualified privilege in certain cases

601JF When can responsible entity indemnify compliance committee members?

601JG When can responsible entity pay insurance premiums for compliance committee members?

601JH Proceedings of compliance committee

601JJ Disclosure of interests

PART 5C.6 -- MEMBERS' RIGHTS TO WITHDRAW FROM A SCHEME

601KA Members' rights to withdraw

601KB Non-liquid schemes—offers

601KC Non-liquid schemes—only one withdrawal offer to be open at any time

601KD Non-liquid schemes-how payments are to be made

601KE Non-liquid schemes-responsible entity may cancel withdrawal offer

PART 5C.7 -- RELATED PARTY TRANSACTIONS

601LA Chapter 2E applies with modifications

601LB Replacement section 207 Purpose

601LC Replacement section 208 Need for member approval for financial benefit

601LD Omission of sections 213, 214 and 224

601LE Modification of section 225

PART 5C.8 -- EFFECT OF CONTRAVENTIONS (CIVIL LIABILITY AND VOIDABLE CONTRACTS)

601MA Civil liability of responsible entity to members

601MB Voidable contracts where subscription offers and invitations contravene this Law

PART 5C.9 -- WINDING UP

601NA Winding up required by scheme's constitution

601NB Winding up at direction of members

601NC Winding up if scheme's purpose accomplished or cannot be accomplished

601ND Winding up ordered by Court

601NE The winding up of the scheme

601NF Other orders about winding up

601NG Unclaimed money to be paid to ASIC

PART 5C.10 -- DEREGISTRATION

601PA Deregistration-voluntary

601PB Deregistration by ASIC

601PC Reinstatement

PART 5C.11 -- EXEMPTIONS AND MODIFICATIONS

601QA ASIC's power to make exemption and modification orders

601QB Modification by regulations

CHAPTER 6 -- TAKEOVERS

602 Purposes of Chapter

603 Chapter extends to some listed bodies that are not companies

604 Chapter extends to listed managed investment schemes

605 Classes of securities

PART 6.1 -- PROHIBITED ACQUISITIONS OF RELEVANT INTERESTS IN VOTING SHARES

606 Prohibition on certain acquisitions of relevant interests in voting shares

607 Effect on transactions

608 Relevant interests in securities

609 Situations not giving rise to relevant interests

610 Voting power in a body corporate

PART 6.2 -- EXCEPTIONS TO THE PROHIBITION

611 Exceptions to the prohibition

612 Effect of non-compliance with takeover rules for exceptions 1 to 4

613 Bidder not to exercise voting rights if failure to send bids for off-market acquisition—exception 2 or 3

615 Treatment of foreign holders under equal access issue—exception 10

PART 6.3 -- THE DIFFERENT TYPES OF TAKEOVER BID

616 Off-market bids and market bids

PART 6.4 -- FORMULATING THE TAKEOVER OFFER

Division 1 -- General

617 Securities covered by the bid

618 Offers must be for all or a proportion of securities in the bid class

619 General terms of the offer

620 Off-market bid (offer formalities)

Division 2 -- Consideration for the offer

621 Consideration offered

622 Escalation agreements

623 Collateral benefits not allowed

Division 3 -- The offer period

624 Offer period

Division 4 -- Conditional offers

625 Conditional offers �general

626 Maximum acceptance conditions in off-market bids

627 Discriminatory conditions not allowed for off-market bids

628 Conditions requiring payments to officers of target not allowed in off-market bids

629 Conditions turning on bidder's or associate's opinion not allowed in off-market bids

630 Defeating conditions

PART 6.5 -- THE 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 connected with target

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

Subdivision A -- Experts' reports

648A Experts' reports

Subdivision B -- Sending documents to holders of securities

648B Address at which bidder may send documents to holders of securities

648C Manner of sending documents to holders of securities

Subdivision C -- Effect of proportional takeover approval provisions

648D Constitution may contain proportional takeover approval provisions

648E Resolution to be put if proportional bid made

648F Effect of rejection of approval resolution

648G Including proportional takeover provisions in constitution

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 fulfilled

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

651A Off-market bid—effect on bid consideration of purchases made outside bid

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 off-market bid

PART 6.9 -- OTHER ACTIVITIES DURING THE BID PERIOD

654A Bidder not to dispose of securities during the bid period

654B Disclosures about substantial shareholdings in listed companies

654C Disclosures about substantial shareholdings in unlisted companies

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

Subdivision A -- Review of ASIC's exercise of its exemption or modification powers

656A Review of exercise of exemption or modification powers

656B Operation and implementation of a decision that is subject to review

Subdivision B -- Unacceptable circumstances

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 contravention of Panel order

657H ASIC may publish report about application to Panel or Court

Subdivision C -- General provisions

658A Power of Panel where a proceeding is frivolous or vexatious

658B Evidentiary value of findings of fact by Panel

658C Panel's power to make rules

658D Inconsistency between Panel and ASIC exemptions or modifications

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 companies

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 securities

662B Bidder to tell remaining holders of their right to be bought out

662C Right of remaining holder of securities in the bid class to be bought out

Division 3 -- Compulsory buy-out of convertible securities

663A Bidder must offer to buy out holders of convertible securities

663B Bidder to tell holders of convertible securities of their right to be bought out

663C Right of holders of convertible securities to be bought out

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 securities

665B 100% holder to tell holders of convertible securities of their right to be bought out

665C Right of holders of convertible securities to be bought out

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 and relationships

667C Valuation of securities

PART 6A.5 -- RECORDS OF UNCLAIMED CONSIDERATION

668A Company's power to deal with unclaimed consideration for compulsory acquisition

668B Unclaimed consideration to be transferred to ASIC

PART 6A.6 -- ASIC POWERS

669 ASIC's power to exempt and modify Chapter 6 and 6A matters

CHAPTER 6B -- RIGHTS AND LIABILITIES IN RELATION TO CHAPTER 6 AND 6A MATTERS

670A Misstatements in, or omissions from, takeover and compulsory acquisition and buy-out documents

670B Right to recover for loss or damage resulting from contravention

670C People liable on takeover or compulsory acquisition statement to inform maker about deficiencies in the statement

670D Defences against prosecutions under subsection 670A(3) and actions under section 670B

670E Liability for proposing a bid or not carrying through with bid

670F Defences

CHAPTER 6C -- INFORMATION ABOUT OWNERSHIP OF LISTED COMPANIES AND MANAGED INVESTMENT SCHEMES

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

PART 6C.1 -- SUBSTANTIAL HOLDING INFORMATION

671B Information about substantial holdings must be given to company, responsible entity and relevant securities exchange

671C Civil liability

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

672A Disclosure notices

672B Disclosure by member of relevant interests and instructions

672C ASIC may pass information on to person who made request

672D Fee for complying with a direction given by a company or scheme under this Part

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 scheme

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 offer information statements

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 securities

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 document

722 Application money to be held on trust

723 Issuing or transferring the securities under a disclosure document

724 Choices open to person making the offer if disclosure document condition not met or disclosure document defective

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 document

728 Misstatement in, or omission from, disclosure document

729 Right to recover for loss or damage resulting from contravention

730 People liable on disclosure document to inform person making the offer about deficiencies in the disclosure document

731 Due diligence defence for prospectuses

732 Lack of knowledge defence for offer information statements and profile statements

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

760 Effect of this Part

761 Definitions

762 Conduct

763 Odd lot

764 References to doing acts

765 Misleading representation

766 Trading in securities

PART 7.1A -- THE AUSTRALIAN STOCK EXCHANGE LIMITED

Division 1 -- Change of company type

766A Exchange may change its type under this Division

766B Applying for change of type

766C Change of type

766D Effect of change of type

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 situation

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 exchange

769B Minister's directions to comply with ongoing requirements

769C Annual report by securities exchange about compliance with ongoing requirements

769D Special report by securities exchange about compliance with ongoing requirements

770 Approval of approved securities organisation

770A Approval of special stock markets for unquoted prescribed interests

770B Section 770A stock markets—separate markets exist in relation to different kinds of prescribed interests

770C Section 770A stock markets—regulations may make additional provision

771 Exempt stock market

772 Publication of instruments executed under section 769, 770, 770A or 771

772A Business rules bind securities exchange and its members

772B Self-listing by securities exchanges

773 Auction, by licensed auctioneer, of forfeited shares

774 Commission to be notified of amendments to rules

775 Power of Commission to prohibit trading in particular securities

776 Securities exchanges to provide assistance to Commission

777 Power of Court to order compliance with or enforcement of business rules or listing rules of securities exchange

778 Gaming and wagering laws not applicable to certain contracts and relevant agreements

779 Qualified privilege

PART 7.2A -- THE SECURITIES CLEARING HOUSE

779A Interpretation

779B Approval of securities clearing house

779C Commission to be notified of amendments of business rules

779D Securities clearing house to assist Commission

779E Securities clearing house to notify Commission of disciplinary action

779F SCH business rules have effect as contract

779G Power of Court to order compliance with provisions of SCH business rules

779H Qualified privilege in respect of disciplinary proceedings

779J Provision of settlement facilities not a securities business etc.

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

786A Security given under previous law

787 Licensee to notify breach of licence condition

788 Giving information and statements to Commission

789 Register of Licence Holders

790 Notifying change in particulars

791 Annual statement of licensee

792 Time for lodging annual statement

793 Commission may extend period for lodging statement

Division 2 -- Agreements with unlicensed persons

Subdivision A -- Agreements affected

794 Certain persons not clients

795 Agreements with unlicensed persons

Subdivision B -- Effect on agreements

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 802

804 Client may recover commission paid to non-licensee

805 Remedies under this Division additional to other remedies

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 authorities

811 Licensee to notify Commission of location and contents of register

812 Inspection and copying of register

813 Disclosure to non-dealer

814 Commission may require production of authority

815 Commission 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 representative's conduct

820 Presumptions about certain matters

821 No contracting out of liability for representative's conduct

822 Effect of Division

Division 5 -- Excluding persons from the securities industry

824 Power to revoke, without a hearing, licence held by natural person

825 Power to revoke, without a hearing, licence held by body corporate

825A Power to revoke responsible entity's licence without a hearing

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 suspended

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

840 Effect of previous orders under laws corresponding to 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 Power of Commission 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 recommendation

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 client

853 Qualified privilege for adviser when complying with this Division

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 Commission on certain matters

862 Securities exchange to report to Commission on certain matters

863 Qualified privilege for auditor

864 Securities exchange may impose additional obligations on members

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 debts

872 Money lent to dealer

873 Scrip in dealer's custody

874 Court may freeze certain bank accounts of dealers and former dealers

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 money

PART 7.7 -- REGISTERS OF INTERESTS IN SECURITIES

879 Interpretation

880 Application of Part

881 Register to be maintained

882 Commission to be notified of certain matters on establishment of Register

883 Commission to be notified of changes in certain matters

884 Defences

885 Power of Commission to require production of Register

886 Power of Commission to require certain information

887 Power of Commission 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 or futures association

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 securities

914 Subrogation of securities exchange to rights etc. of claimant on payment from fund

915 Payment of claims only from fund

916 Provision where fund insufficient to meet claims or where claims exceed total amount payable

917 Power of securities exchange to enter into contracts of insurance or indemnity

918 Application of insurance money

919 Contribution or levy not payable unless imposed by an Act

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

926 Functions and powers

927 Management sub-committee

927A Sub-delegation by management sub-committee

928 Commission to be notified of amendments to business rules

Division 3 -- The National Guarantee Fund

928A Interpretation—borrowing

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

937 Definition

938 Levy on transactions

939 Revocation of levy on transactions

940 Levy on participating exchanges

941 Levy by participating exchange on members or member organisations

942 Levy not payable unless imposed by an Act

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 dealer

950 Claim by buying dealer in respect of default by selling dealer

950A Effect of novation, under business rules, of agreement for purchase

951 Claim by selling client in respect of default by selling dealer

952 Claim by buying client in respect of default by buying dealer

952A Cash settlement of claims—SCH-regulated transfers

953 Cash settlement of claims—transfers other than SCH-regulated transfers

954 Making of claims

Division 6A -- Securities loans guarantees

954A Interpretation—general definitions

954B Interpretation—guaranteed securities loan and related concepts

954C Effect of using a transfer delivery service

954D Claim by lender in respect of borrower's failure to discharge obligation

954E Effect of novation, under business rules, of guaranteed securities loan

954F How and when claim to be made

954G How claim in respect of securities or non-money security benefits is to be satisfied

954H How claim in respect of an amount of money is to be satisfied

954J Nexus with this jurisdiction

954K Preventing double recovery

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 transactions

954P Claim in respect of failure to transfer net number of securities in respect of transactions

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

954U Nexus with this jurisdiction

954V Preventing double recovery

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

954ZB Nexus with this jurisdiction

954ZC Preventing double recovery

Division 7 -- Unauthorised transfer

955 Interpretation

955A Extended application of Division to non-marketable securities

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

961A Nexus between dealer and this jurisdiction

961B Preventing double recovery

Division 7A -- Contraventions of SCH certificate cancellation provisions

961C Interpretation

961D Claim in respect of contravention of SCH certificate cancellation provisions

961E How and when claim may be made

961F How claim is to be satisfied

961G Discretionary further compensation

961H Preventing double recovery

Division 8 -- Claims in respect of insolvent members

962 Interpretation

963 Claim in respect of property entrusted to, or received by, dealer before dealer became insolvent

964 Cash settlement of claims where property unobtainable

965 Ordering of alternative claims and prevention of double recovery

966 No claim in respect of money lent to dealer

966A No claim unless nexus between dealer and this jurisdiction

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 to transfer securities

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 claims

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 Power of Commission to modify effect of claims Divisions

Division 10 -- Transitional

984 Definitions

985 Assets and liabilities of joining exchange's fidelity fund

986 Final accounts in respect of joining exchange's fidelity fund

987 Application of liability provisions in relation to transferred claims

988 Claims under corresponding previous law

989 Expenses incurred under corresponding previous law

990 Money payable under corresponding previous law

991 Contracts made under corresponding previous law

992 Periods prescribed by business rules of exchange for purposes of corresponding previous law

993 Court proceedings and orders

PART 7.11 -- CONDUCT IN RELATION TO SECURITIES

Division 2 -- Prohibited conduct

995 Misleading or deceptive conduct

995A Application of State Fair Trading Act provisions

997 Stock market manipulation

998 False trading and market rigging transactions

999 False or misleading statements in relation to securities

1000 Fraudulently inducing persons to deal in securities

1001 Dissemination of information about illegal transactions

Division 2A -- Insider trading

1001A Continuous disclosure—listed disclosing entities

1001B Continuous disclosure—unlisted disclosing entities

1001C Sections 1001A and 1001B—when information is generally available

1001D Sections 1001A and 1001B—material effect on price or value

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 corporate

1002F Information in possession of partner or employee of partnership

1002G Prohibited conduct by person in possession of inside information

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 requirement

1002M Chinese wall arrangements by bodies corporate

1002N Chinese wall arrangements by partnerships etc.

1002P Exception for knowledge of person's own intentions or activities

1002Q Exception for bodies corporate

1002R Exception for officers or agents of body corporate

1002S Transactions by holder of dealers licence or a representative of the holder of such a licence

1002T Prosecutions and defences

1002U Powers of court

Division 4 -- Civil liability

Subdivision A -- General

1005 Civil liability for contravention of this Part

Subdivision C -- Liability in respect of unlawful market activity

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 section 135)

1091AB Transmission of shares on bankruptcy (replaceable rule—see section 135)

1091A Rights of trustee of estate of bankrupt shareholder

1091B Transmission of shares on mental incapacity (replaceable rule—see section 135)

1091C Trustee etc. may be registered as owner of shares

1091D Registration of transfers (replaceable rule—see section 135)

1091E Additional general discretion for directors of proprietary companies to refuse to register transfers (replaceable rule—see section 135)

1092 Registration of transfer at request of transferor

1093 Notice of refusal to register transfer

1094 Remedy for refusal to register transfer or transmission

1095 Certification of transfers

1096 Duties of company with respect to issue of certificates

1096A Notices relating to non-beneficial and beneficial ownership of shares

Division 3 -- Transfer of marketable securities and marketable rights

Subdivision A -- Interpretation

1097 Interpretation

1097A Quoted securities and rights

1097B SCH business rules may extend meaning of quoted securities or quoted rights

1097C Commission may declare Law applies to securities as if they were quoted securities or rights

1097D Transfer that substantially complies with SCH business rules

1098 Document duly completed in accordance with a particular form

1099 Stamping of documents

Subdivision B -- Sufficient transfers (transfers other than SCH-regulated transfers)

1099A Subdivision does not apply to SCH-regulated transfers

1100 Sufficient transfers

1101 What is a sufficient transfer of marketable securities or marketable rights: generally

1102 What is a sufficient transfer by an authorised trustee corporation

1103 Transferee's execution of transfer of marketable securities

1104 Transferee's execution of transfer of marketable rights

1105 Effect where document purports to bear transferor's broker's stamp

1106 Warranties by securities exchange where document purports to bear its stamp

1107 Indemnities by securities exchange and broker where documents purport to bear their stamps

1108 Joint and several warranties and liabilities

1108A Marketable securities and rights from other jurisdictions: effect of sections 1105 to 1108

1109 Registration of certain instruments

Subdivision C -- SCH-regulated transfers

1109A Member organisation's authority to enter into transaction continues despite client's death

1109B Authority to enter into transaction gives authority to transfer

1109C Effect of proper SCH transfer

1109D Effect of proper SCH transfer on transferee

1109E Warranties by member organisation whose identification code is included in transfer document

1109F Indemnities in respect of warranted matters

1109G Joint and several warranties and liabilities

1109H Quoted securities and rights from other jurisdictions: effect of sections 1109E, 1109F and 1109G

1109J Securities clearing house entitled to assume its business rules complied with

1109K SCH-regulated transfer not to be registered unless proper SCH transfer

1109L Issuing body not to refuse to register proper SCH transfer

1109M Trustees and legal representatives may be SCH participants etc.

1109N Determination of who holds quoted securities for the purposes of a meeting

1109P Determination of who holds quoted securities for the purposes of conferring security benefits

Subdivision D -- Miscellaneous

1110 Operation of Division

1111 Occupation need not appear in transfer document, register etc.

1112 Offences: stamping of broker's stamp on sufficient transfer

1112A Offences: inclusion of identification codes in proper SCH transfers

1112B Offences: contravention by broker of the SCH certificate cancellation provisions relating to use of cancellation stamps

1112C Civil liability: contravention by broker of the SCH certificate cancellation provisions

1112D Issuer protected from civil liability for broker's contravention of SCH certificate cancellation provisions

Division 4 -- Exemptions and modifications

1113 General powers of Commission

1113A Power of Commission 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", "sharebroker" and "stock exchange"

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

1120 Business rules: futures association

1121 Business rules: clearing house

1122 Business rules: futures exchange

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 exchanges and futures associations

1136 Commission to be notified of amendments of business rules

1137 Orderly markets in futures contracts—functions and powers of futures exchanges and clearing houses

1138 Orderly markets in futures contracts—powers of Commission

1139 Futures exchanges and others to assist Commission

1140 Power of Court to order observance or enforcement of business rules of futures exchange, clearing house or futures association

1141 Gaming and wagering laws not applicable to certain futures contracts and Chapter 8 agreements

1141A Qualified privilege in respect of disciplinary proceedings

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

1146 Licences under corresponding previous laws

1147 Conditions of licence: general

1148 Conditions of futures brokers licence: membership of futures organisation

1149 Conditions of futures brokers licence: assets and liabilities

1150 Conditions of licence: supervision of representatives

1151 Revocation and variation of licence conditions

1152 Futures organisations to be informed about conditions of futures brokers licence

1153 Licensee to notify breach of licence condition

1154 Commission may require licensed futures broker to give information

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

Subdivision A -- Agreements affected

1159 Excluded clients

1160 Agreement about a dealing in breach of section 1142

1161 Agreement with corporation acting in breach of section 1143

Subdivision B -- Effect on agreements

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 1168

1170 Client may recover commission paid to non-licensee

1171 Remedies under this Division additional to other remedies

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 authorities

1177 Licensee to notify Commission of location and contents of register

1178 Inspection and copying of register

1180 Commission may require production of authority

1181 Commission may give licensee information about representative

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 representative's conduct

1186 Presumptions about certain matters

1187 No contracting out of liability for representative's conduct

1188 Effect of Division

Division 5 -- Excluding persons from the futures industry

1189A Power to revoke, without a hearing, licence held by natural person

1190 Power to revoke, without a hearing, licence held by body corporate

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 suspended

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 application

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

1203 Effect of previous orders under laws corresponding to section 1201

PART 8.4 -- CONDUCT OF FUTURES BUSINESS

1204 Certain representations prohibited

1205 Undesirable advertising

1205A Application of sections 1206 and 1207: exempt brokers

1206 Issue of contract notes

1207 Futures broker to furnish 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 clients

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 Commission in certain cases

1221 Certain matters to be reported to Commission

1222 Defamation

1223 This Part not to affect right of futures exchange or futures association to impose obligations etc. on members

1224 Power of Court to restrain dealings with futures broker's bank accounts

1225 Duty of banker or body corporate to make full disclosure

1226 Power of Court to make further orders and give directions

1227 Power of Court to make order relating to payment of money

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 Contribution to fund

1235 Levy in addition to annual contributions

1236 Contributions and levies 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 on payment from fund

1247 Payment of claims only from fund

1248 Provisions where fund insufficient to meet claims or where claims exceed total amount payable

1249 Power of futures organisation to enter into contracts of insurance or indemnity

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 precluded

1255 Exceptions: licensed futures brokers

1256 Prohibitions where dealing precluded

1257 Defence where other party to dealing also had the inside information

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 contracts

1263 Dissemination of information about illegal transactions

1264 Fraud in connection with dealings in futures contracts

1265 Compensation for loss etc. [see Note 5]

1266 Sequence of transmission and execution of orders

1267 Dealings by employees of futures brokers and futures advisers

PART 8.8 -- MISCELLANEOUS

1268 Power of Court to make certain orders

1269 Restrictions on use of titles "futures broker", "futures exchange" etc.

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 officers

1274A Obtaining information from certain registers

1274B Use, in court proceedings, of information from Commission's national database

1274C ASIC certificate

1275 Relodging of lost registered documents

PART 9.2 -- REGISTRATION OF AUDITORS AND LIQUIDATORS

Division 1 -- Interpretation

1276 Interpretation

1277 Effect on other laws

Division 2 -- Registration

1278 Auditor or liquidator registered under corresponding previous law

1279 Application for registration as auditor or liquidator

1280 Registration of auditors

1281 Auditor-General deemed to be registered as auditor

1282 Registration of liquidators

1283 Registration of official liquidators

1284 Security to be given by liquidators

1284A Security given under previous law

1285 Register of Auditors

1286 Registers of Liquidators and Official Liquidators

1287 Notification of certain matters

1288 Triennial statements by registered auditors and liquidators

1289 Auditors and other persons to enjoy qualified privilege in certain circumstances

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 liquidators

1293 Effect in certain cases of cancellation or suspension of registration under corresponding previous law

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

1300 Inspection of books

1301 Location of books on computers

1302 Location of registers

1303 Court may compel compliance

1304 Translations of instruments

1305 Admissibility of books in evidence

1306 Form and evidentiary value of books

1307 Falsification of books

PART 9.4 -- OFFENCES

Division 1 -- Specific offences

1308 False or misleading statements

1309 False information etc.

1310 Obstructing or hindering Commission etc.

Division 2 -- Offences generally

1310A Offences under 2 or more Corporations Laws

1310B Civil liability under 2 or more Corporations Laws

1311 General penalty provisions

1312 Penalties for bodies corporate

1313 Penalty notices

1313A Offences committed partly in and partly out of the jurisdiction

1313B Reciprocity in relation to offences

1313C Offences committed partly before and partly after the commencement of this Law

1314 Continuing offences

1315 Proceedings: how taken

1316 Time for instituting criminal proceedings

1316A Privilege against self-incrimination not available to bodies corporate in Corporations Law criminal proceedings

1317 Certain persons to assist in prosecutions

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

1317A Interpretation

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 contravention and civil penalty orders

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 criminal proceedings

1317R ASIC requiring person to assist

1317S Relief from liability for contravention of civil penalty provision

PART 9.5 -- POWERS OF COURTS

1318 Power to grant relief

1319 Power of Court to give directions with respect to meetings ordered by the Court

1321 Appeals from decisions of receivers, liquidators etc.

1322 Irregularities

1323 Power of Court to prohibit payment or transfer of money, securities, futures contracts or property

1324 Injunctions

1324A Provisions relating to prosecutions

1324B Order to disclose information or publish advertisements

1325 Other orders

1325A Orders if contravention of Chapter 6, 6A, 6B or 6C

1325B Court may order bidder to make offers

1325C Unfair or unconscionable agreements, payments or benefits

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

1328 Court may resolve transitional difficulties

PART 9.6 -- PROCEEDINGS

1330 Power of Commission 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

1336A Certain proceedings to be proceedings by or against Commission

PART 9.7 -- UNCLAIMED PROPERTY

1339 Commission to deal with unclaimed property

1340 Commission not liable to pay calls on shares etc.

1341 Disposition of money in unclaimed money account

1342 Commonwealth or Commission not liable for loss or damage

1343 Disposal of securities if whereabouts of holder unknown

1343A Disposal of interests in registered scheme if whereabouts of member unknown

PART 9.9 -- MISCELLANEOUS

1345A Minister may delegate prescribed functions and powers under this Law

1346 Non-application of rule against perpetuities to certain schemes

1348 Operation of Life Insurance Act

1349 General transitional provisions

PART 9.10 -- FEES FOR CHARGEABLE MATTERS

1351 Fees payable

1352 Limits on fees payable for one matter

1354 Lodgment of document without payment of fee

1355 Doing act without payment of fee

1356 Effect of sections 1354 and 1355

1357 Commission may require payment of deposit on account of fee

1358 Fee not ascertainable when it became payable

1359 Waiver and refund of fees

1360 Debts due to the Commonwealth

1361 This Part not to impose taxation

1362 Payment of fee does not give right to inspect or search

CHAPTER 10 -- NATIONAL SCHEME PROVISIONS

1362A Recognition of companies from other jurisdictions

1362B Transfer of registration

1362BA Compensation for compulsory acquisition

CHAPTER 11 -- APPLICATION AND TRANSITIONAL PROVISIONS

PART 11.1 -- INTRODUCTION OF THE CORPORATIONS LAW

1362CA Existing company

1362CB Existing company taken to be registered under the Corporations Law

1362CC Constitution of existing company

1362CD Application of Law to existing companies

1362CE Acts preparatory to external administration of existing company

1362CF Appointments of receivers

1362CG Application of Division 2 of Part 5.6

1362CH Reinstatement of companies deregistered before commencement

1362CJ Registrable Australian bodies and foreign companies

PART 11.2 -- COMMENCEMENT AND APPLICATION OF CERTAIN CHANGES TO THIS LAW

Division 1A -- Preliminary

1362D Meaning of amendment of this Law

Division 1 -- Changes resulting from the Corporations Legislation Amendment Act 1991

1363 Commencement of certain changes

1364 Application of changes to Parts 3.6 and 3.7

Division 2 -- Changes resulting from the Corporations (Unlisted Property Trusts) Amendment Act 1991

1365 Commencement of changes to section 1069

1366 Commencement of sections 1069A, 1069B and 1069C and Division 5A of Part 7.12

1367 Orders in relation to things done during retrospective operation of sections 1069A etc. and Subdivision C of Division 5A of Part 7.12.

Division 3 -- Changes resulting from the Corporations Legislation Amendment Act (No. 2) 1991

1368 Commencement of certain changes

1369 Application of certain changes

Division 4 -- Changes resulting from the Corporations Legislation (Evidence) Amendment Act 1992

1370 Changes to section 597

1371 Application of section 1316A

Division 5 -- Changes resulting from the Corporate Law Reform Act 1992

1372 Commencement of subsection 6(4)

1373 Application of changes to section 187

1374 Application of change to paragraph 230(1)(d)

1375 Application of certain changes to section 232

1376 Application of sections 243H and 243ZE

1377 Application of subsection 307(2)

1378 Application of change to section 318

1379 Application of certain changes to Part 5.2

1380 Continued application of old Part 5.3 and related provisions

1381 Certain provisions continue to apply in relation to official management

1382 Application of new provisions relating to winding up

1383 Continued application of old Parts 5.4, 5.5 and 5.6

1384 Continued application of old sections 589, 590 and 592

1385 Continued effect of authorisations under subsections 597(1) and 598(1)

1386 Continued application of old section 597

1387 Application of change to paragraph 1091(1A)(b)

1388 Application of change to section 1301

1389 Application of Part 9.4B to contravention committed before that Part commenced

Division 6 -- Changes resulting from the Corporate Law Reform Act 1994

1390 Meaning of Amending Act

1391 Application of changes to section 241

1392 Application of section 241A

1393 Application of changes to Parts 3.6 and 3.7

1394 Application of changes to Part 4.5

1395 Application of changes to section 779

1396 Application of changes to section 1058

1397 Application of change to subsection 1071(1)

1398 Application of certain prospectus—related changes

Division 7 -- Amendments made by the Corporations Legislation Amendment Act 1994

1399 Meaning of Amending Act

1400 Schedule 1—application of amendments made by Part 2 of the Schedule

1401 Schedule 3—application of amendments

1402 Schedule 4—application of amendments made by Part 2 of the Schedule

1403 Schedule 5—application of amendments made by Part 3 of the Schedule

1404 Schedule 7—transitional provisions relating to unclaimed property

1405 Schedule 8—application and commencement of amendments

Division 8 -- Changes resulting from the First Corporate Law Simplification Act 1995

1406 Meaning of Amending Act

1407 Proprietary companies limited both by shares and by guarantee

1408 Application of amendments dealing with company accounts

1409 Application of audit requirements for large proprietary companies

1410 First annual return for proprietary companies under new provisions

Division 9 -- Changes resulting from the Corporations Law Amendment Act 1997

1411 Effect of amendments on distributions etc. before commencement

Division 10 -- Changes resulting from the Company Law Review Act 1998

1412 Meaning of commencement, new Law and old Law

1413 Registration—existing companies continue to be registered

1414 Registration—application orders under subsection 112(3) of the old Law

1415 Basic features of a company—memorandum and articles are taken to be constitution

1416 Basic features of a company—companies limited both by shares and by guarantee

1417 Basic features of a company—acts before external administration of existing company

1418 Basic features of a company—registered office

1419 Basic features of a company—opening hours of registered office of public company

1420 Basic features of a company—name, reservation of name and ACN continues

1421 Members' rights and remedies—applications for inspection orders under repealed provisions

1422 Meetings—AGM before commencement

1423 Meetings—first AGM for companies incorporated before commencement

1424 Meetings—general transitional arrangements

1424A Notices of meeting given before commencement

1425 Nominal value

1426 Share capital—calls on partly-paid shares

1427 Share capital—provisions in constitution about amount of share capital and division into shares

1428 Share capital—conversion of stock into shares

1429 Share capital—previous Law continues to apply to capital reductions initiated before commencement

1430 Share capital—continued operation of other repealed provisions

1431 Financial reports and audit—application of Chapter 2M to periods that end after commencement, and continued application of repealed provisions to past periods

1432 Financial reports and audit—lodgment of accounts by public companies that are not disclosing entities

1433 Financial reports and audit—continued operation of accounting standards

1434 Financial reports and audit—continued operation of exemption orders

1435 Annual returns—solvency resolution

1436 Annual returns—application of annual return provisions

1437 Deregistration—previous Law continues to apply to deregistrations initiated before commencement

1438 Deregistration—property vested in ASIC under previous laws

1439 Deregistration—reinstatement of registration where application under section 571 or subsection 574(3) made before commencement

1440 Deregistration—deregistration of companies dissolved under the State Bank (Corporatisation) Act 1994 of South Australia

1441 Accounting standards made under section 32 of the Corporations Act 1989

1442 References in State laws and other documents

Division 10A -- Changes resulting from Schedule 5 to the Company Law Review Act 1998

1443 Meaning of commencement, new Law and old Law

1444 Share capital—application of new no par value rule to shares issued before commencement

1445 Share capital—references to amount paid on shares issued before commencement

1446 Share capital—transfer of money in share premium account and capital redemption reserve into the share capital account

1447 Share capital—use of amount standing to credit of share premium account

1448 Share capital—calls on partly-paid shares

1449 Share capital—references in pre-commencement contracts and other documents to par value

1450 Share capital—previous Law continues to apply to capital reductions initiated before commencement

Division 11 -- Changes resulting from the Managed Investments Act 1998

1451 Definitions

1452 Division applies to prescribed interests in existence immediately before commencement

1453 Application of new Law to interests covered by approved deed immediately before commencement

1454 Old Law continues to apply for 2 years or until scheme registered

1455 Retirement from office of trustee or representative or management company

1456 What happens when one of the bodies receives a retirement notice

1457 What happens if neither of the bodies gives a retirement notice

1458 Winding up of the undertaking

1459 Other orders about winding up

1460 Powers of proposed responsible entity

1461 Meeting procedures

1462 Transfer of rights, obligations and liabilities

1463 Indemnification of trustee or representative for transfer of scheme property

1464 Application of paragraphs 601JA(2)(c) and 601JB(2)(b) of new Law to officers or employees of body that does not become scheme's responsible entity

1465 References to prescribed interests etc. in existing laws and documents

Division 11A -- Transfer of financial institutions and friendly societies by the Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999

1465A Transfer of financial institutions and friendly societies

Division 12 -- Changes resulting from the Corporate Law Economic Reform Program Act 1999

1466 Meaning of commencement, new Law and old Law

1467 General—references to provisions of old Law in laws and other documents

1468 General—references to old Law expressions used in existing laws and documents

1469 Directors' duties—application and transitional arrangements

1470 Related party transactions—continued application of old Law

1471 Oppressive conduct of affairs—applications made before commencement

1472 Proceedings on behalf of a company—intervention in proceedings started before commencement

1473 Civil penalty provisions—application of new Law

1474 Civil penalty orders made under old Law

1475 Fundraising—general application

1476 Fundraising—application of new section 712

1477 Fundraising—registration of managed investment schemes

1478 Fundraising—saving orders, notices etc. given under old law

1479 Continued operation of some provisions of the old Law

1480 Fundraising—application of section 111AF of the new Law

1481 Debentures—application and transitional provisions

1482 Debentures—saving orders, notices etc. given under old Law

1483 Takeovers—general rule (takeovers started before new provisions commence covered by old law)

1484 Takeovers—old Law continues to apply to certain Panel proceedings

1485 Takeovers—application of new provisions to interests acquired before commencement

1486 Takeovers—section 1043B notices

1487 Takeovers—saving orders, notices etc. given under old law

1488 Takeovers—notification obligations under Parts 6.7 and 6.8 of the old law

1489 Takeovers—ASIC power to pass on information obtained under the old Law

1490 Takeovers—application of section 111AG of the new Law

1491 Compulsory acquisitions—application of Part 6A.5 of the new Law

1492 Compulsory acquisitions—unclaimed moneys

1493 Accounting standards—standards in force before commencement

Schedule 2

Schedule 3

Schedule 4

All Databases

Cases & Legislation

Journals & Scholarship

Law Reform

Treaties

Libraries

Communities

LawCite

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NT

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CORPORATIONS LAW

Table of Provisions

CHAPTER 1 -- INTRODUCTORY

Division 1 -- General

Division 2 -- Associates

Division 3 -- Carrying on business

Division 4 -- Dealing in futures contracts

Division 5A -- Types of company

Division 6 -- Subsidiaries and related bodies corporate

Division 7 -- Interpretation of other expressions

Division 8 -- Miscellaneous interpretation rules

Division 9 -- Interpreting the regulations

Division 10 -- Interpreting other subordinate instruments

Division 11 -- Application of certain provisions

Division 1 -- Object of Part

Division 2 -- Definitions

Division 3 -- Significance of being a disclosing entity

Division 4 -- Exemptions and modifications

CHAPTER 2A -- REGISTERING A COMPANY

CHAPTER 2B -- BASIC FEATURES OF A COMPANY

Division 1 -- Selecting and using a name

Division 2 -- Changing a company's name

CHAPTER 2C -- REGISTERS

CHAPTER 2D -- OFFICERS AND EMPLOYEES

Division 1 -- General duties

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

Division 3 -- Duty to discharge certain trust liabilities

Division 4 -- Powers

Division 1 -- Indemnities and insurance for officers and auditors

Division 2 -- Termination payments

Division 1 -- Appointment of directors

Division 2 -- Remuneration of directors

Division 3 -- Resignation, retirement or removal of directors

CHAPTER 2E -- RELATED PARTY TRANSACTIONS

Division 1 -- Need for member approval

Division 2 -- Exceptions to the requirement for member approval

Division 3 -- Procedure for obtaining member approval

CHAPTER 2F -- MEMBERS' RIGHTS AND REMEDIES

CHAPTER 2G -- MEETINGS

Division 1 -- Resolutions and declarations without meetings

Division 2 -- Directors' meetings

Division 1 -- Resolutions without meetings

Division 2 -- Who may call meetings of members

Division 3 -- How to call meetings of members

Division 4 -- Members' rights to put resolutions etc. at general meetings

Division 5 -- Holding meetings of members

Division 6 -- Proxies and body corporate representatives

Division 7 -- Voting at meetings of members

Division 8 -- AGMs of public companies

Division 1 -- Who may call meetings of members

Division 2 -- How to call meetings of members

Division 3 -- Members' rights to put resolutions etc. at meetings of members

Division 4 -- Holding meetings of members

Division 5 -- Proxies and body corporate representatives

Division 6 -- Voting at meetings of members

Division 7 -- Minutes and members' access to minutes

CHAPTER 2H -- SHARES

CHAPTER 2J -- TRANSACTIONS AFFECTING SHARE CAPITAL