New South Wales Consolidated Acts

AGL CORPORATE CONVERSION ACT 2002 - SECT 31

31 Corporatised AGL may apply to be registered as a public company under Corporations Act 2001

(1) Corporatised AGL may apply to ASIC for corporatised AGL to be registered under Part 5B.1 of the Corporations Act 2001 of the Commonwealth as a public company limited by shares, but only if a compliance certificate is issued by the Minister.

(2) AGL may make an application for the purposes of subsection (1) if the registration resolution in respect of which the compliance certificate is issued was passed by the proprietors of AGL rather than the members of corporatised AGL. In that event, corporatised AGL is taken to have made the application on the conversion date.

(3) An application under subsection (1) must be made:

(a) subject to subsection (4), in accordance with the provisions of section 601BC of the Corporations Act 2001 of the Commonwealth, and

(b) within the prescribed period applicable to the registration resolution.

(4) Corporatised AGL is authorised to make an application under subsection (1) without stating the information specified in section 601BC (2) (e), (l) or (m) of the Corporations Act 2001 of the Commonwealth.

(5) Subsection (4) is declared to be a Corporations legislation displacement provision for the purposes of section 5G of the Corporations Act 2001 of the Commonwealth in relation to the provisions of section 601BC of that Act.

Note: Section 5G (4) of the Corporations Act 2001 of the Commonwealth provides that a provision of the Corporations legislation does not:

(a) prohibit the doing of an act, or

(b) impose a liability (whether civil or criminal) for doing an act,

if a provision of a law of a State or Territory specifically authorises or requires the doing of that act.
However, section 5G (3) of that Act provides that section 5G will only apply to a provision of a law of a State or Territory enacted after the commencement of that Act if a law of the State or Territory declares the provision to be a Corporations legislation displacement provision for the purposes of that section.

(6) For the purposes of section 601BC (8) (d) of the Corporations Act 2001 of the Commonwealth, corporatised AGL is authorised by this Act to transfer its incorporation in accordance with this Act.

(7) In this section:
"prescribed period", in relation to a registration resolution, means:

(a) if the resolution was passed before the date of assent to this Act (and except as provided by paragraph (c))-the period of 12 months commencing on the date of assent to this Act (or such other period as may be prescribed by the regulations, whether before or after the 12 month period expires), or

(b) if the resolution is passed on or after the date of assent to this Act (and except as provided by paragraph (c))-the period of 12 months (or such other period as may be prescribed by the regulations, whether before or after the resolution is passed or before or after the 12 month period expires) commencing on the day on which the resolution is passed, or

(c) if an application for an invalidity order under section 11 is duly made but is refused or withdrawn after the end of the period referred to in paragraph (a) or (b) that is applicable to the resolution-the period of one month commencing on the date on which the application is finally determined or withdrawn (as the case may be).