CORPORATIONS (CONSEQUENTIAL AMENDMENTS) BILL 2001

Victorian Bills

[Index] [Search] [Download] [Related Items] [Help]

This is a Bill, not an Act. For current law, see the Acts databases.

CORPORATIONS (CONSEQUENTIAL AMENDMENTS) BILL 2001

PARLIAMENT OF VICTORIA Corporations (Consequential Amendments) Act 2001 Act No. TABLE OF PROVISIONS Clause Page 1. Purpose 1 2. Commencement 2 3. Consequential amendments 2 4. Statute law revision 2 __________________ SCHEDULE 3 ENDNOTES 84 i 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

PARLIAMENT OF VICTORIA Initiated in Assembly 16 May 2001 As amended by Assembly 12 June 2001 A BILL to amend Victorian Acts as a consequence of the enactment by the Parliament of the Commonwealth of new corporations legislation and new ASIC legislation and for other purposes. Corporations (Consequential Amendments) Act 2001 The Parliament of Victoria enacts as follows: 1. Purpose The purpose of this Act is to amend Victorian Acts as a consequence of the enactment by the Parliament of the Commonwealth of new 5 corporations legislation and new ASIC legislation. 1 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 s. 2 Act No. 2. Commencement This Act comes into operation when the Corporations Act 2001 of the Commonwealth, as originally enacted, comes into operation. 5 3. Consequential amendments An Act specified in the heading to an item in the Schedule is amended, on commencement of that item or a provision of an item, as set out in that item or provision. 10 4. Statute law revision In section 4(1) of the Co-operatives Act 1996, in the definition of "foreign co-operative", for paragraph (b) substitute-- "(b) an authorised deposit-taking institution or a 15 foreign ADI within the meaning of the Banking Act 1959 of the Commonwealth;". __________________ 2 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. SCHEDULE Section 3 CONSEQUENTIAL AMENDMENTS 1. Accident Compensation (WorkCover Insurance) Act 1993 5 1.1 In section 66(1)-- (a) for paragraph (a) substitute-- "(a) if the employer and the other corporation are related bodies corporate within the meaning of the Corporations Act; or"; 10 (b) in paragraph (d), for "if the other corporation is, by reason of the Corporations Law, to be deemed to be related to another corporation" substitute "if the other corporation is a related body corporate (within the meaning of the Corporations Act) of another 15 corporation". 1.2 In section 66(2), for paragraph (a) substitute-- "(a) if the employer and the other corporation are not related bodies corporate within the meaning of the Corporations Act; and". 20 2. Administration and Probate Act 1958 In section 3(1), for the definition of "State Trustees" substitute-- ' "State Trustees" means State Trustees Limited (A.C.N. 064 593 148);'. 25 3. Agricultural and Veterinary Chemicals (Control of Use) Act 1992 In section 72(9), in the definition of "officer"-- (a) for paragraph (a) substitute-- "(a) in relation to a corporation within the meaning 30 of the Corporations Act, has the same meaning as in section 9 of that Act; and"; (b) in paragraph (b), for "Corporations Law of Victoria" substitute "Corporations Act". 4. Agricultural Industry Development Act 1990 3 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. In section 61(2), for "sections 528, 529 and 530 of the Companies (Victoria) Code" substitute "sections 109X and 601CX of the Corporations Act". 5. Alcoa of Australia (W.A.) N.L. Act 1971 5 Section 3 is repealed. 6. Association for the Blind (Braille and Talking Book Library) Act 1993 In section 3, in the definitions of "Association" and "Library", for "Corporations Law" substitute 10 "Corporations Act". 7. Associations Incorporation Act 1981 7.1 In section 10(1), for "Corporations Law of Victoria" substitute "Corporations Act that is taken to be registered in Victoria". 15 7.2 In section 31A, for paragraph (a) substitute-- "(a) a company within the meaning of the Corporations Act that is taken to be registered in Victoria; or". 7.3 In section 31AB, after sub-section (5) insert-- "(6) Any direction of the Registrar under sub-section (1) 20 for an incorporated association to become registered as a prescribed body corporate within the meaning of section 31A(a) that is in force immediately before the commencement of item 7.2 of the Schedule to the Corporations (Consequential Amendments) Act 25 2001 has effect on and after that commencement as if it referred to a prescribed body corporate within the meaning of that section as amended by that item.". 7.4 In section 36B(3), for "Corporations Law" substitute "Corporations Act". 30 7.5 For Division 4 of Part VIII substitute-- "Division 4--Application of Corporations Legislation 36D. Declaration of applied Corporations legislation matter (1) The winding up of an incorporated association under 35 Division 1 or 3 is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 5.5 4 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (Voluntary winding up) and 5.6 (Winding up generally) of the Corporations Act, subject to the following modifications-- (a) the modifications referred to in sub-section (3); 5 and (b) in the case of a winding up under Division 3, the provisions of Part 5.6 of the Corporations Act apply as if-- (i) section 513B were omitted; 10 (ii) after paragraph (b) of section 532(1) there were inserted-- "or (c) a person appointed by the Registrar as a liquidator of an incorporated 15 association."; (iii) paragraph (c) of section 532(2) were omitted; (iv) in section 542(3), for paragraphs (b) and (c) there were substituted-- 20 "(b) in the case of a winding up on the certificate of the Registrar--as the Registrar directs."; and (c) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary 25 Provisions) Act 2001) that are prescribed by the regulations. Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations 30 Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part 35 in relation to those Commonwealth provisions. (2) The winding up of an incorporated association (other than by a voluntary winding up) by the Court under Division 2 is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the 40 Corporations (Ancillary Provisions) Act 2001 in 5 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. relation to the provisions of Part 5.7 (Winding up bodies other than companies) of the Corporations Act, subject to the following modifications-- (a) the modifications referred to in sub-section (3); 5 and (b) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. 10 Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law 15 of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions. (3) The following modifications to the text of the 20 Corporations Act apply for the purposes of sub- sections (1) and (2)-- (a) a reference to a company or body is to be read as a reference to an incorporated association; (b) a reference to the directors of a company is to 25 be read as a reference to the members of the committee of an incorporated association; (c) a reference to the secretary of a company is to be read as a reference to the public officer of an incorporated association; 30 (d) a reference to the principal place of business of a company is to be read as a reference to the registered address of an incorporated association; (e) a reference to a company carrying on business 35 or having a place of business is to be read as a reference to an incorporated association pursuing its objects; (f) a reference to ASIC is to be read as a reference to the Registrar; 6 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (g) a reference to a document in the prescribed form is to be read as a reference to a document in the corresponding form prescribed under the Corporations Act with all necessary 5 modifications; (h) a reference to the Court is to be read as a reference to the Supreme Court; (i) a reference to the lodgement of a document is to be read as a reference to lodgement of that 10 document with the Registrar; (j) a reference to a company's constitution is to be read as a reference to an incorporated association's rules; (k) a reference to a special resolution is to be read 15 as a reference to a special resolution within the meaning of this Act; (l) a reference to an officer of a company is to be read as a reference to a member of the committee of an incorporated association and, 20 where applicable, a reference to a past officer is a reference to a past member of the committee of an incorporated association; (m) a reference in sections 495, 542(1), 547 and 548 to a contributory of a company is to be 25 read as a reference to a member of an incorporated association.". 7.6 For section 53 substitute-- "53. Incorporated association excluded from Corporations legislation 30 (1) An incorporated association is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation other than to the extent referred to in sub-section (2). 35 (2) Sub-section (1) does not apply-- (a) so as to exclude an incorporated association that is a company under the Corporations Act from the provisions of Part 5A.1 (Deregistration) of that Act (other than 40 section 601AD(2), (3) and (4)); 7 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (b) if the incorporated association is authorised or directed under Part VIIA to become registered as a company under that Act--to the extent necessary for an association to be registered as 5 a company under Chapter 5B of that Act. Note: This section ensures that neither the Corporations Act nor Part 3 of the ASIC Act will apply in relation to an incorporated association, other than as provided in sub- 10 section (2). Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation other than to a specified extent, then that legislation will not 15 apply, except to the specified extent, in relation to that matter in the State concerned. However, other provisions of this Act apply certain provisions of the Corporations legislation to incorporated associations as laws of this State. 20 (3) Sub-section (1) extends to a company within the meaning of the Corporations Act as soon as it becomes an incorporated association under this Act. (4) Sub-section (1) has effect only for so long as a body is an incorporated association under this Act.". 25 8. Australian Catholic University (Victoria) Act 1991 In section 3-- (a) for the definition of "constituent documents" substitute-- ' "constituent documents" in relation to the 30 University, means the constitution of the company within the meaning of the Corporations Act known as the Australian Catholic University Limited, being a company that is taken under that Act to be registered in 35 Victoria;'; (b) in the definition of "University", for "incorporated in Victoria" substitute "taken, under the Corporations Act, to be registered in Victoria". 9. Australian Grands Prix Act 1994 40 In section 49-- 8 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) in sub-section (2) omit "incorporated under the Corporations Law of Victoria"; (b) in sub-section (5), in the definition of "associate", in paragraph (a)(ii), for "Corporations Law" substitute 5 "Corporations Act". 10. Ballarat (Sovereign Hill) Land Act 1970 In section 5G(3), for paragraph (c) substitute-- "(c) must be audited by a person registered as an auditor under Part 9.2 of the Corporations Act.". 10 11. Barley Marketing Act 1993 In section 87, for "its annual report under the Corporations Law" substitute "each financial report and directors' report it prepares under Chapter 2M of the Corporations Act". 12. Business Names Act 1962 15 12.1 In section 4(1)-- (a) in the definition of "corporation", for "Corporations Law" substitute "Corporations Act"; (b) in the definition of "secretary", for "Corporations Law, means the agent of that company appointed for 20 the purposes of the Corporations Law" substitute "Corporations Act, means a local agent of that company appointed for the purposes of that Act". 12.2 In section 5A(1), for paragraph (c) substitute-- "(c) of an offence which at the time of his or her 25 conviction is or was specified in-- (i) section 122(1)(c) of the Companies Act 1961; or (ii) section 227(2)(c) or (d) of the Companies (Victoria) Code; or 30 (iii) section 229(3)(c) of the Corporations Law as in force before 13 March 2000; or (iv) section 206B of the Corporations Law; or (v) section 206B of the Corporations Act.". 12.3 In section 9(2), for "Corporations Act 1989 of the 35 Commonwealth" substitute "Corporations Act". 9 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 12.4 In sections 19(1)(d) and 26(2), for "Corporations Law" substitute "Corporations Act". 13. Cancer Act 1958 In section 29(2), for "persons being registered company 5 auditors within the meaning of the Companies (Victoria) Code" substitute "persons who are registered as auditors under Part 9.2 of the Corporations Act". 14. Chattel Securities Act 1987 In sections 8(1) and 10(2), for "Corporations Law" 10 (wherever occurring) substitute "Corporations Act". 15. Children and Young Persons Act 1989 In section 277, for sub-section (3) substitute-- "(3) If the person to be served is a company or registered body (within the meaning of the Corporations Act), 15 the document may be served on that person in accordance with section 109X or 601CX of that Act, as the case requires.". 16. Cinemedia Corporation Act 1997 16.1 In section 8(2)(b), for "Australian Securities Commission" 20 substitute "Australian Securities and Investments Commission". 16.2 In section 8, for sub-section (3) substitute-- "(3) For the purposes of sub-section (2), the Corporation has a controlling interest in a company if the 25 Corporation would have a substantial holding in the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.". 30 16.3 In section 9(2), for "Corporations Law" substitute "Corporations Act". 17. Club Keno Act 1993 17.1 In section 3-- (a) for the definition of "company" substitute-- 10 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. ' "company" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;'; (b) in the definition of "subsidiary", for "Corporations 5 Law" (where twice occurring) substitute "Corporations Act". 17.2 In section 3A, for sub-section (1) substitute-- "(1) Subject to section 3B, the Minister, on the recommendation of the trustees, may declare a 10 company within the meaning of the Corporations Act that is-- (a) taken to be registered in Victoria; and (b) a wholly-owned subsidiary of the trustees; and (c) approved by the Authority-- 15 to be a participant for the purposes of this Act.". 17.3 In section 3A, after sub-section (6) insert-- "(7) A declaration that was in effect under this section immediately before the commencement of the Corporations (Consequential Amendments) Act 20 2001 continues to have effect, subject to this section, after that commencement.". 18. Co-operatives Act 1996 18.1 In section 4(1)-- (a) insert the following definitions-- 25 ' "financial records" includes-- (a) invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and (b) documents of prime entry; and 30 (c) working papers and other documents needed to explain-- (i) the methods by which financial statements are made up; and (ii) adjustments to be made in 35 preparing financial statements; "financial statements" means-- 11 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) a profit and loss statement; and (b) a balance sheet; and (c) a statement of cash flows; and (d) if required by the accounting standards 5 under the Corporations Act applying under this Act--a consolidated profit and loss statement, balance sheet and statement of cash flows;'; (b) the definitions of "accounting records" and "accounts" 10 are repealed; (c) in the definition of "deed of arrangement", for "Corporations Law as adopted and applying" substitute "Corporations Act as applying"; (d) in the definition of "foreign co-operative", for 15 "Corporations Law" substitute "Corporations Act"; (e) in the definition of "officer", in paragraph (f)(i), for "Corporations Law as adopted and applying" substitute "Corporations Act as applying"; (f) in the definition of "records", for "accounts, 20 accounting records" substitute "financial records, financial statements"; (g) in the definition of "subsidiary", for "Corporations Law" substitute "Corporations Act". 18.2 In section 4, after sub-section (2) insert-- 25 "(3) A reference in this Act to the Corporations Act or a provision of the Corporations Act applying under this Act (or a part of this Act) is a reference to that Act or provision to the extent that it is declared to apply to a matter for the purposes of Part 3 of the Corporations 30 (Ancillary Provisions) Act 2001 as a law of this State.". 18.3 In Part 1, for Division 4 substitute-- 'Division 4--Application of Corporations Act to Co-operatives 35 8. Definitions 12 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. In this Division-- "excluded Corporations legislation provision" means any provision of the Corporations legislation that does not apply to co-operatives 5 as a law of the Commonwealth. 9. Excluded matter (1) A co-operative is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation 10 other than to the extent specified in this section. Note: This section ensures that neither the Corporations Act nor Part 3 of the ASIC Act will apply in relation to a co-operative, other than to the extent specified in this section. 15 Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation other than to a specified extent, then that legislation will not 20 apply, except to the specified extent, in relation to that matter in the State concerned. However, other provisions of this Act apply certain provisions of the Corporations legislation to co- operatives as laws of this State. 25 (2) Sub-section (1) does not exclude the application of the following provisions of the Corporations legislation to co-operatives to the extent that those provisions would otherwise be applicable to them-- (a) provisions that relate to any matter that the 30 regulations provide is not to be excluded from the operation of the Corporations legislation; or (b) provisions that relate to the role of a co-operative in the formation of a company; or (c) provisions that relate to substantial 35 shareholdings, by or involving a co-operative, in a company; or (d) provisions that confer or impose functions on a co-operative as a member, or former member, of a corporation; or 40 (e) provisions that relate to dealings by a co-operative in securities of a body corporate, 13 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. other than securities of the co-operative itself; or (f) provisions that confer or impose functions on a co-operative in its dealings with a corporation, 5 not being dealings in securities of the co-operative; or (g) provisions that relate to securities of a co-operative, other than shares in, debentures of or deposits with a co-operative; or 10 (h) provisions relating to the futures industry; or (i) provisions relating to participants in the securities industry; or (j) provisions relating to the conduct of securities business; or 15 (k) provisions relating to dealers' financial statements and audit; or (l) provisions relating to money and scrip of dealers' clients; or (m) provisions relating to registers of interests in 20 securities. (3) To remove doubt it is declared that sub-section (1) does not operate to exclude the operation of the following provisions of the Corporations Act, except in relation to shares in, debentures of or deposits with 25 a co-operative-- (a) Part 1.2A (Disclosing entities); (b) Chapter 2L (Debentures); (c) Chapter 6D (Fundraising); (d) Part 7.11 (Conduct in relation to securities). 30 (4) Sub-section (1) does not apply if the co-operative is directed by an order of the Supreme Court under section 93(i) to become registered as a company under the Corporations Act--to the extent necessary for a co-operative to be registered as a company under 35 Chapter 5B of that Act. 10. Applying the Corporations legislation to co-operatives (1) The regulations may declare any matter relating to co-operatives to be an applied Corporations 14 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to any excluded Corporations legislation provision or provisions (with any modifications that 5 are specified in the declaration). Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations Act and Part 3 of the ASIC Act as laws of the 10 State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions. 15 (2) Without limiting sub-section (1), any such regulations may-- (a) specify modifications to the definitions and other interpretative provisions of the Corporations legislation relevant to any 20 excluded Corporations legislation provision that is the subject of the declaration; and (b) provide for ASIC to exercise a function under any excluded Corporations legislation provision that is the subject of the declaration, 25 but only if-- (i) ASIC is to exercise that function pursuant to an agreement referred to in section 11(8) or (9A)(b) of the ASIC Act; and 30 (ii) ASIC is authorised to exercise that function under section 11 of the ASIC Act; and (c) specify that a reference to ASIC in any excluded Corporations legislation provision 35 that is the subject of the declaration is to be a reference to another person; and (d) identify any excluded Corporations legislation provision to which the declaration relates by reference to that provision as in force at a 40 particular time; and 15 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (e) specify a court (other than the Supreme Court) to exercise any function conferred on a court or the Court by any excluded Corporations legislation provision to which the declaration 5 relates. (3) Words and expressions used in this section and also in Part 3 of the Corporations (Ancillary Provisions) Act 2001 have the same meanings as they have in that Part. 10 11. Modifications to applied provisions (1) If a provision of this Act declares a matter to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 (the "declaratory provision") 15 in relation to any provisions of the Corporations legislation (the "applied provisions"), the declaratory provision is taken to specify the following modifications-- (a) a reference in the applied provisions to articles 20 or memorandum of association is to read as a reference to rules; (b) a cross-reference in the applied provisions to another provision of the Corporations Act is, if that cross-reference is not appropriate (because 25 for example the provision cross-referred to is not among the applied provisions), to be read as a cross-reference to the equivalent provision of this Act; (c) a reference in the applied provisions to the 30 Gazette is to be read as a reference to the Government Gazette; (d) a reference in the applied provisions to the Commonwealth is to be read as a reference to Victoria; 35 (e) any of the applied provisions that are not relevant to co-operatives or that are incapable of application to co-operatives are to be ignored; (f) modifications directed by the Registrar under 40 sub-section (2). 16 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (2) The Registrar may, by order published in the Government Gazette, give directions as to the modifications that are necessary or desirable for the effectual operation of the applied provisions.'. 5 18.4 In section 22(a), for "Corporations Law of Victoria" substitute "Corporations Act". 18.5 In section 70(4), for "Corporations Law" substitute "Corporations Act". 18.6 In section 93(i), for "Corporations Law of Victoria" 10 substitute "Corporations Act". 18.7 In section 135-- (a) in paragraph (b), for "Corporations Law as adopted and applying" substitute "Corporations Act as applying"; 15 (b) in paragraph (f), for "Corporations Law" substitute "Corporations Act". 18.8 In section 139, for sub-section (4) substitute-- "(4) The following provisions of the Corporations Act (as applied by section 263 of this Act) do not apply to an 20 allotment or issue of debentures under this section-- (a) Chapter 2L (Debentures); (b) Chapter 6D (Fundraising).". 18.9 In section 214(1)(b), for sub-paragraph (iii) substitute-- "(iii) of any offence under section 184, 344, 590, 592, 25 670A or 728 of the Corporations Act; or". 18.10 In section 214(2), for paragraphs (b), (c) and (d) substitute-- "(b) is disqualified from managing corporations under Part 2D.6 (Disqualification from managing corporations) 30 of the Corporations Act; or (c) is an insolvent under administration (as defined in the Corporations Act).". 18.11 In section 214, for sub-section (8) substitute-- "(8) Subject to this section, a co-operative is declared to 35 be an applied Corporations legislation matter for the 17 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 2D.6 (Disqualification from managing corporations) of the Corporations Act subject to the 5 following modifications-- (a) a reference in those provisions to corporations is to be read as a reference to co-operatives; (b) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary 10 Provisions) Act 2001) that are prescribed by the regulations. Note: See note under section 10(1).". 18.12 In section 220, in the definition of "officer", in paragraph (f), for "Corporations Law as adopted and applying" 15 substitute "Corporations Act as applying". 18.13 For section 228 substitute-- "228. Application of Corporations Act provisions concerning officers of co-operatives A co-operative is declared to be an applied 20 Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to sections 589 to 598 and 1307 of the Corporations Act, subject to the following modifications-- 25 (a) a reference in those sections to a company is to be read as a reference to a co-operative; (b) a reference in those sections to ASIC is to be read as a reference to the Registrar; (c) section 592(1)(a) of the Corporations Act 30 applies as if "before 23 June 1993" were omitted; (d) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by 35 the regulations. Note: See note under section 10(1).". 18.14 In the heading to Division 5 of Part 9, for "Accounts" substitute "Financial statements, reports". 18.15 For section 238 substitute-- 18 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. '238. Requirements for financial records, statements and reports (1) A co-operative is declared to be an applied Corporations legislation matter for the purposes of 5 Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Part 2F.3, sections 249K and 249V and Chapter 2M of the Corporations Act, subject to the following modifications-- (a) a reference in those provisions to a company or 10 to a public company is to be read as a reference to a co-operative; (b) a reference in those provisions to the Court is to be read as a reference to the Supreme Court; (c) a reference in those provisions to "prescribed" 15 is to be read as a reference to "approved by the Registrar"; (d) a reference in those provisions to securities is to be read as a reference to debentures; (e) any offence created in respect of those 20 provisions is the offence set out in sub-section (2); (f) any penalty for the offence referred to in paragraph (e) is the penalty set out in sub- section (2); 25 (g) those provisions apply as if sections 293, 294, 300(8), 300(9), 301(2), 340, 341 and 342 of the Corporations Act were omitted; (h) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary 30 Provisions) Act 2001) that are prescribed by the regulations. Note: See note under section 10(1). (2) A co-operative must-- (a) keep financial records and prepare financial 35 statements and financial reports as required by this Act and the regulations; and (b) ensure that those financial statements and financial reports are audited in accordance with this Act and the regulations. 19 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. Penalty: 20 penalty units. (3) Without limiting the matters for which regulations under this section may make provisions, the regulations may make provisions for or with respect 5 to the following-- (a) requiring the submission of financial statements and financial reports to the Australian Accounting Standards Board; (b) requiring the adoption by a co-operative of the 10 same financial year for each entity that the co- operative controls.'. 18.16 In section 240, for "Corporations Law" substitute "Corporations Act". 18.17 In section 242(1)(b), for "accounts, consolidated accounts" 15 substitute "financial statements, financial reports". 18.18 In section 249(1), for "accounts" (wherever occurring) substitute "financial statements". 18.19 In section 262(3), for "Corporations Law (as adopted" substitute "Corporations Act (as applied". 20 18.20 For section 263 substitute-- "263. Application of Corporations Act to issues of debentures (1) Subject to sub-section (2), the debentures of a co- operative are declared to be applied Corporations 25 legislation matters for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 1.2A (Disclosing entities), Chapter 2L (Debentures), Chapter 6D (Fundraising) and Part 7.11 (Conduct in relation to 30 securities) of the Corporations Act, subject to the following modifications-- (a) those provisions apply as if a co-operative were a company; and (b) a reference in those provisions to a corporation 35 includes a reference to a co-operative; and (c) a reference in those provisions to ASIC is a reference to the Registrar. Note: See note under section 10(1). 20 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (2) The provisions of the Corporations Act made applicable to the debentures of a co-operative by this section do not apply to the following-- (a) a loan to which section 267 applies; 5 (b) an issue of debentures of a co-operative that is made-- (i) solely to members; or (ii) solely to members and employees of the co-operative; or 10 (iii) to a person who on becoming an inactive member of the co-operative has had his or her share capital converted to debt. (3) Expressions used in this section which are not defined in this Act have the same meaning as in the 15 Corporations Act. (4) The Registrar may exempt a co-operative from any of the requirements of the Corporations Act applied by this section or by section 10.". 18.21 For section 266 substitute-- 20 "266. Application of Corporations Act--re-issue of redeemed debentures Debentures issued by a co-operative to any of its members are declared to be applied Corporations legislation matters for the purposes of Part 3 of the 25 Corporations (Ancillary Provisions) Act 2001 in relation to section 124(1)(b) or 563AAA of the Corporations Act as if a co-operative were a company. Note: See note under section 10(1).". 30 18.22 In section 275(1)(b), for "Corporations Law" substitute "Corporations Act". 18.23 In section 286(1)-- (a) for "Corporations Law" substitute "Corporations Act"; 35 (b) for "that Law" substitute "that Act". 18.24 In section 286(2) for "Corporations Law" (wherever occurring) substitute "Corporations Act". 21 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 18.25 In section 290(1)(b), for "Corporations Law" substitute "Corporations Act". 18.26 In section 294(1) and (2)(b), for "Corporations Law" substitute "Corporations Act". 5 18.27 In section 294(8), after "Law" insert "as applying on 12 March 2000". 18.28 In sections 295, 306(a), 313(1), 314(2) and 315(4), for "Corporations Law" substitute "Corporations Act". 18.29 For section 316 substitute-- 10 '316. Application of Corporations Act to winding up The winding up or dissolution of a co-operative is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the 15 provisions of Parts 5.4 to 5.7 and Chapter 5A of the Corporations Act, subject to the following modifications-- (a) a reference in those provisions to a special resolution or an extraordinary resolution is to 20 be read as a reference to a special resolution within the meaning of this Act; (b) a reference in those provisions to ASIC is to be read as a reference to the Registrar; (c) section 461(1)(h) is to be considered to be 25 amended by substituting for "ASIC has stated in a report prepared under Division 1 of Part 3 of the ASIC Act that, in its opinion:", "the Registrar has, as a result of an inquiry conducted under Division 2 or Division 4 of 30 Part 15 of the Co-operatives Act 1996, stated that--"; (d) section 464(1) is to be considered to be amended by substituting for "Where ASIC is investigating, or has investigated, under 35 Division 1 of Part 3 of the ASIC Act:", "Where the Registrar is holding or has held an inquiry under Division 2 or Division 4 of Part 15 of the Co-operatives Act 1996 in relation to--"; 22 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (e) section 513B (Voluntary winding up) is to be considered to be amended by inserting after paragraph (d)-- "(da) if the winding up is on the certificate of 5 the Registrar--on the date that the certificate is given; or"; (f) section 516 is to be considered to be amended by inserting after the words "past member'' the words "together with any charges payable by 10 him or her to the co-operative in accordance with the rules''; (g) section 542(3) is to be considered to be amended by inserting after paragraph (c)-- "and 15 (d) in the case of a winding up on a certificate of the Registrar under section 314 of the Co-operatives Act 1996-- with the consent of the Registrar.". (h) a reference in those provisions to a registered 20 liquidator is to be read as including a reference to a person approved by the Registrar as a liquidator of a co-operative; (i) a reference in those provisions to Part 2F.1 (Oppressive conduct of affairs) of the 25 Corporations Act is to be read as a reference to Division 5 (Oppressive conduct of affairs) of Part 4 of this Act; (j) for the purposes of the application of those provisions to a winding up on the certificate of 30 the Registrar, the winding up is to be considered to be a voluntary winding up (but section 490 (When company cannot be wound up voluntarily) of the Corporations Act does not apply); 35 (k) those provisions are to be read subject to sections 76 (Liability of members to co-operative) and 322 (Liability of member to contribute in a winding up where shares forfeited etc.) of this Act for the purposes of 40 determining the liability of members and 23 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. former members to contribute on a winding up of a co-operative; (l) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary 5 Provisions) Act 2001) that are prescribed by the regulations. Note: See note under section 10(1).'. 18.30 In section 320, for "Corporations Law" substitute "Corporations Act (as applied by this Division)". 10 18.31 For Division 4 of Part 12 substitute-- "Division 4--Administration of Co-operative--Application of Corporations Act 323. Application of Corporations Act to winding up A co-operative is declared to be an applied 15 Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 5.3A (Administration of a company's affairs with a view to executing a deed of company arrangement) and 20 Division 3 of Part 5.9 (Provisions applying to various kinds of external administration) of the Corporations Act, subject to the following modifications-- (a) those provisions are to be read as if a co- operative were a company; 25 (b) those provisions are to be read as including the provisions of section 324 of this Act; (c) a reference in those provisions to sections 128 and 129 of the Corporations Act is to be read as a reference to sections 43 to 45 and 47 of this 30 Act; (d) a reference in those provisions to an administrator appointed under a provision of Part 5.3A is to be read as including a reference to an administrator appointed by the Registrar 35 under the provision included by paragraph (b); (e) a reference in those provisions to ASIC is to be read as a reference to the Registrar; 24 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (f) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. 5 Note: See note under section 10(1).". 18.32 For section 338 substitute-- "338. Application of Corporations Act concerning insolvent co-operatives A co-operative is declared to be an applied 10 Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 5.7B (Recovering property or compensation for the benefit of creditors of insolvent company) of the 15 Corporations Act (other than section 588G (Director's duty to prevent insolvent trading by company)), subject to the following modifications-- (a) those provisions are to be read as if a co-operative were a company; 20 (b) a reference in those provisions to any provision of sections 286 to 290 of the Corporations Act is to be read as a reference to the equivalent provisions of the regulations under section 238 of this Act; 25 (c) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. Note: See note under section 10(1).". 30 18.33 Insert the following heading to section 344-- "Application of Corporations Act to person appointed". 18.34 In section 344, for sub-section (2) substitute-- "(2) A person appointed to administer a compromise or arrangement is declared to be an applied Corporations 35 legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to section 536 (Supervision of liquidators) of the Corporations Act as if-- 25 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) the appointment were an appointment as a liquidator of the co-operative; (b) a reference in that section to a liquidator were a reference to that person; 5 (c) a reference in that section to ASIC were a reference to the Registrar. Note: See note under section 10(1).". 18.35 In section 352(2)(b), for "Corporations Law" substitute "Corporations Act". 10 18.36 In section 359, for sub-section (3) substitute-- "(3) Anything paid or transferred to the Registrar under sub-section (2) is declared to be applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in 15 relation to the provisions of Part 9.7 (Unclaimed property) of the Corporations Act, subject to the following modifications-- (a) a reference in those provisions to unclaimed property is to be read as a reference to the thing 20 paid or transferred to the Registrar under sub- section (2); (b) a reference in those provisions to ASIC is to be read as a reference to the Registrar; (c) a reference in those provisions to the 25 Commonwealth is to be read as a reference to Victoria; (d) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by 30 the regulations. Note: See note under section 10(1).". 18.37 In section 363, for "Corporations Law" substitute "Corporations Act (as applied under this Act)". 18.38 In sections 401(3) and 407(2), for "Corporations Law, as 35 adopted and applying" substitute "Corporations Act as applying". 18.39 In section 415(a), for "accounts or accounting records" substitute "financial records or financial statements". 26 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 18.40 In section 451(4)(f), for "Australian Securities Commission" substitute "Australian Securities and Investments Commission". 18.41 In Schedule 1, in item 18 of clause 1, for "accounts" 5 substitute "financial statements". 18.42 In Schedule 2, in clause 16, for "Corporations Law" substitute "Corporations Act". 18.43 In Schedule 3-- (a) in clause 1, in the definition of "marketable security", 10 for "Corporations Law" substitute "Corporations Act"; (b) in clause 26, in the definition of "relevant day", in paragraph (a), for "Corporations Law (as adopted and applying" substitute "Corporations Act (as applying"; 15 (c) in clause 27(1)(c), for "Corporations Law as adopted and applying" substitute "Corporations Act as applying"; (d) in clauses 28(1)(b) and 31(1)(c), for "Corporations Law (as adopted and applying" substitute 20 "Corporations Act (as applying". 18.44 In Schedule 4-- (a) in clause 1, in the definition of "administrator", for "Corporations Law, as adopted and applying" substitute "Corporations Act, as applying"; 25 (b) in clause 3(1)(d), for "Corporations Law" substitute "Corporations Act"; (c) in clause 11(1)(d), for "accounting records" substitute "financial records"; (d) in clause 24(2)(a), for "section 562 of the 30 Corporations Law (as adopted and applying" substitute "section 556 of the Corporations Act (as applying"; (e) in clause 24(2)(c), (3) and (7), for "Corporations Law (as adopted and applying" substitute "Corporations 35 Act (as applying". 18.45 In Schedule 5, at the end of clause 18 insert-- "(2) A reference in any other Act, or regulation or any other document to a foreign society registered under 27 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Act No. Part XI of the Co-operation Act 1981 is deemed on and from the commencement of clause 18 of this Schedule to be and always to have been on and from that commencement a reference to a foreign co- 5 operative registered under Part 14 of this Act.". 18.46 In Schedule 5, after clause 18 insert-- "19. Transitional provision--Corporations (Consequential Amendments) Act 2001 An order of the Supreme Court under section 93(i) 10 that is in force immediately before the commencement of item 18.6 of the Schedule to the Corporations (Consequential Amendments) Act 2001 has effect on and after that commencement as if it were an order made under that section as amended 15 by that item.". 19. Co-operative Housing Societies Act 1958 19.1 In section 4, sub-sections (2) and (3) are repealed. 19.2 After section 4 insert-- "4A. Societies excluded from Corporations legislation 20 The following matters are declared to be excluded matters for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation-- (a) a co-operative housing society; 25 (b) securities of a co-operative housing society. Note: This section ensures that neither the Corporations Act nor Part 3 of the ASIC Act will apply in relation to a co-operative housing society or securities of a co-operative housing 30 society. Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation, then that legislation will not apply in relation to that 35 matter in the State concerned. However, other provisions of this Act apply certain provisions 28 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. of the Corporations legislation to co-operative housing societies as laws of this State.". 19.3 In section 9, for "Corporations Law" (wherever occurring), substitute "Corporations Act". 5 19.4 In section 56, for sub-section (2) substitute-- "(2) The auditor must be a person registered as an auditor under Part 9.2 of the Corporations Act and approved by the registrar, but an officer of the society is not capable of being appointed its auditor.". 10 19.5 In section 59, for sub-section (2) substitute-- "(2) The winding up of a co-operative housing society voluntarily or on the certificate of the registrar under sub-section (4) is declared to be an applied Corporations legislation matter for the purposes of 15 Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 5.5, 5.6, 5.7B, 5.8, 5.8A and 5.9 of the Corporations Act, subject to the following modifications-- (a) those provisions are to be read as if a 20 co-operative housing society were a company; (b) a reference in those provisions to ASIC is to be read as a reference to the registrar; (c) a reference in those provisions to a special resolution is to be read as a reference to a 25 special resolution under this Act; (d) a reference in those provisions to a registered liquidator is to be read as a reference to a person approved by the registrar under sub- section (2AA); 30 (e) in the case of a winding up upon the certificate of the registrar-- (i) a reference in those provisions to the liquidator is to be read as a reference to the liquidator appointed under sub- 35 section (6); (ii) any vacancy occurring in the office of liquidator is to be filled by appointment by the registrar; 29 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (iii) the winding up is deemed to commence at the date of the certificate of the registrar; (f) any other modifications (within the meaning of 5 Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the 10 application of provisions of the Corporations Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations 15 legislation matter for the purposes of that Part in relation to those Commonwealth provisions. (2AA) The registrar may approve a person to be a liquidator of co-operative housing societies, having regard to the person's experience and capacity.". 20 19.6 In section 59(3), for "Companies (Victoria) Code" substitute "Corporations Act as applying under this section". 19.7 In section 59, for sub-section (7) substitute-- "(7) The winding up of a co-operative housing society by 25 the court is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 5.4, 5.4A, 5.4B, 5.6, 5.7B, 5.8, 5.8A and 5.9 of the Corporations Act, 30 subject to the following modifications-- (a) those provisions are to be read as if a co-operative housing society were a company; (b) a reference in those provisions to ASIC is to be read as a reference to the registrar; 35 (c) a reference in those provisions to a registered liquidator is to be read as a reference to a person approved by the registrar under sub- section (2AA); (d) a reference in those provisions to the Court is to 40 be read as a reference to the Supreme Court; 30 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (e) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. 5 Note: See note under sub-section (2).". 19.8 In section 59, for sub-section (8) substitute-- "(8) A co-operative housing society is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary 10 Provisions) Act 2001 in relation to the provisions of Part 5A.1 (Deregistration) of the Corporations Act, subject to the following modifications-- (a) those provisions are to be read as if a co-operative housing society were a company; 15 (b) a reference in those provisions to ASIC is to be read as a reference to the registrar; (c) a reference in those provisions to a director of a company is to be read as a reference to an officer of a co-operative housing society; 20 (d) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. Note: See note under sub-section (2).". 25 20. Collusive Practices Act 1965 In section 2(2)(f), for "Companies (Victoria) Code" substitute "Corporations Act". 21. Confiscation Act 1997 21.1 In section 3, in the definition of "trustee" for "Corporations 30 Law of Victoria" substitute "Corporations Act". 21.2 In section 137(1)(b), for "Corporations Law" substitute "Corporations Act". 22. Conservation, Forests and Lands Act 1987 22.1 Insert the following heading to section 90-- 35 "Offences by bodies corporate and partnerships etc.". 22.2 In section 90(1), (2), (3) and (4), for "corporation" (wherever occurring) substitute "body corporate". 31 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 22.3 In section 90(6), for the definition of "officer" substitute-- ' "officer" of a body corporate has the same meaning as in section 82A of the Corporations Act.". 23. Construction Industry Long Service Leave Act 1997 5 In section 3(1), in the definition of "director", for "Corporations Law" substitute "Corporations Act". 24. Consumer Credit (Victoria) Act 1995 24.1 In section 3(1), in the definition of "externally-administered body corporate", for "Corporations Law" substitute 10 "Corporations Act". 24.2 In section 30(3)(i), for "section 229(3) of the Corporations Law" substitute "section 206B of the Corporations Act". 25. County Court Act 1958 In section 84(2)(a), for "that interpretation in section 5(1) of 15 the Companies (Victoria) Code" substitute "the Corporations Act". 26. Credit Act 1984 In section 5(1)-- (a) in the definition of "commission charge", in 20 paragraph (a), for "related corporation within the meaning of the Companies (Victoria) Code" substitute "related body corporate within the meaning of the Corporations Act"; (b) in the definition of "guarantor", in paragraph (a), for 25 "related corporation within the meaning of the Companies (Victoria) Code or a director or officer of such a related corporation" substitute "related body corporate within the meaning of the Corporations Act or a director or officer of such a 30 related body corporate"; (c) in the definition of "officer", for "section 5(1) of the Companies (Victoria) Code" substitute "section 82A of the Corporations Act". 27. Crown Land (Reserves) Act 1978 35 In section 14(4), for paragraph (f) substitute-- 32 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. "(f) a company within the meaning of the Corporations Act that-- (i) is taken to be registered in Victoria; and (ii) is registered under section 150, or has a licence 5 in force under section 151, of that Act;". 28. Dairy Act 2000 In section 58(4), for "Corporations Law of Victoria" substitute "Corporations Act". 29. Dangerous Goods Act 1985 10 29.1 In section 3, for the definition of "officer" substitute-- ' "officer" of a body corporate has the same meaning as in section 82A of the Corporations Act except that it does not include an employee of the body corporate (other than in section 46(3));'. 15 29.2 Insert the following heading to section 46-- "Offences by bodies corporate and partnerships etc.". 29.3 In section 46, for "corporation" (wherever occurring) substitute "body corporate". 29.4 In section 46, after sub-section (4) insert-- 20 '(5) For the purposes of sub-section (3), "officer" includes an employee of a body corporate who gives to an inspector any information relating to any part of the operations of the body corporate over which the employee exercises any superintendence or control.'. 25 30. Deakin University Act 1974 30.1 In section 34A-- (a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute "constitution"; 30 (b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act". 30.2 In section 34A, for sub-sections (6) and (7) substitute-- 35 "(6) For the purposes of sub-section (5), the University has a controlling interest in a company if the University would have a substantial holding in the 33 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.". 5 30.3 In section 34A(9), for "Corporations Law of Victoria" substitute "Corporations Act". 30.4 In section 34A, for sub-section (14) substitute-- '(14) In this section "limited company" means a limited company within the meaning of the Corporations Act 10 that is taken to be registered in Victoria.'. 31. Docklands Authority Act 1991 In clause 5(1) of Schedule 2, for paragraphs (c) and (d) substitute-- "(c) the member becomes disqualified under Part 2D.6 of 15 the Corporations Act from managing a corporation.". 32. Duties Act 2000 32.1 In section 3-- (a) in the definition of "associated person", in paragraph (e), for "Corporations Law" substitute "Corporations 20 Act"; (b) in the definition of "managed investment scheme", for "Corporations Law" substitute "Corporations Act"; (c) in the definition of "public unit trust scheme", for "Chapter 5C of the Corporations Law or an 25 undertaking to which Division 11 of Part 11.2 of the Corporations Law" substitute "Chapter 5C of the Corporations Act"; (d) in the definitions of "related body corporate", "related person", "responsible entity" and "transfer" for 30 "Corporations Law" (wherever occurring) substitute "Corporations Act"; (e) for the definition of "Victorian company" substitute-- ' "Victorian company" means-- 34 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) a company incorporated or taken to be incorporated under the Corporations Act that is taken to be registered in Victoria; or 5 (b) any other body corporate that is incorporated under a Victorian Act.'. 32.2 In sections 31(3)(a)(ii) and 48(b) for "Corporations Law" substitute "Corporations Act". 32.3 In section 50(3)(e), for sub-paragraph (iv) substitute-- 10 "(iv) a person who has a substantial holding (within the meaning of the Corporations Act) in an entity referred to in sub-paragraph (i), (ii) or (iii)--". 32.4 In sections 68, 74(3) and 84(1)(c) for "Corporations Law" substitute "Corporations Act". 15 32.5 In section 90-- (a) in the definitions of "capital reduction" and "company", for "Corporations Law" substitute "Corporations Act"; (b) for the definition of "voting shares" substitute-- 20 ' "voting share" has the same meaning as in section 9 of the Corporations Act.'. 32.6 In section 156-- (a) in sub-section (1) omit "(1)"; (b) in sub-section (1), for paragraph (a) substitute-- 25 "(a) shares in or securities of a body corporate-- (i) in the case of a company within the meaning of the Corporations Act--in the place in which the company is taken to be registered; 30 (ii) in any other case--in the place of incorporation of the body corporate;"; (c) sub-section (2) is repealed. 32.7 In sections 159(4)(c), 171(4) and 271(3), for "Corporations Law" substitute "Corporations Act". 35 33. Education Act 1958 35 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. In section 3(1), in the definition of "approved auditor", for "Corporations Law" substitute "Corporations Act". 34. Electricity Industry Act 2000 34.1 In section 3-- 5 (a) for the definition of "company" substitute-- ' "company" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;'; (b) in the definition of "corporation", for "Corporations 10 Law" substitute "Corporations Act". 34.2 In section 50-- (a) in the definition of "associate"-- (i) for "Corporations Law" (where twice occurring) substitute "Corporations Act"; 15 (ii) for "that Law" (where twice occurring) substitute "that Act"; (b) in the definitions of "officer", "share" and "voting share", for "Corporations Law" substitute "Corporations Act". 20 34.3 In section 51, for "Corporations Law" substitute "Corporations Act". 34.4 In sections 52 and 53-- (a) for "Corporations Law" substitute "Corporations Act"; 25 (b) for "that Law" (wherever occurring) substitute "that Act". 34.5 In sections 62(a) and 63, for "Corporations Law" substitute "Corporations Act". 35.6 In section 65, omit "(including any provision of the 30 Corporations Law referred to or applied for the purposes of this Part)". 35. Electricity Industry (Residual Provisions) Act 1993 35.1 In section 3(1)-- (a) for the definition of "company" substitute-- 36 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. ' "company" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;'; (b) in the definition of "corporation", for "Corporations 5 Law" substitute "Corporations Act". 35.2 In section 4(1)-- (a) for "Corporations Law of Victoria" substitute "Corporations Act"; (b) for "that Law" substitute "that Act". 10 35.3 In section 32(1)(a), for "Corporations Law" substitute "Corporations Act". 36. Electricity Safety Act 1998 In section 3, in the definition of "officer", for "Corporations Law" substitute "Corporations Act". 15 37. Environment Protection Act 1970 37.1 In sections 10(3)(a), 27(4) and 49E(3)(a), for "Corporations Law" substitute "Corporations Act". 37.2 In section 50G, for "incorporated under the Corporations Law" substitute "registered under the Corporations Act". 20 37.3 In section 51(2), for "Corporations Law" substitute "Corporations Act". 37.4 In section 61(1A), for "sections 220 and 363 of the Corporations Law" substitute "sections 109X and 601CX of the Corporations Act". 25 37.5 In section 66B(5), in the definition of "officer", for "Corporations Law" (wherever occurring) substitute "Corporations Act". 38. Equal Opportunity Act 1995 In section 21(3)(b), for "Corporations Law" substitute 30 "Corporations Act". 39. Estate Agents Act 1980 39.1 In section 4-- (a) for the definition of "accounting records" substitute-- 37 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. ' "accounting records" has the same meaning as "financial records" has in the Corporations Act;'; (b) in the definition of "authorised investment", for 5 paragraph (e) substitute-- "(e) a deposit with an eligible money market dealer within the meaning of the Corporations Act;"; (c) in the definitions of "books" and "externally- administered body corporate", for "Corporations 10 Law" substitute "Corporations Act"; (d) in the definition of "practising public accountant", for paragraph (a) substitute-- "(a) is a registered company auditor within the meaning of the Corporations Act; and". 15 39.2 In sections 15(1C) and 17(4)(a)(ii), for "Corporations Law" substitute "Corporations Act". 39.3 In section 55(9)(a)(ii), for "co-operative company incorporated under the Companies (Victoria) Code" substitute "co-operative company within the meaning of 20 Division 9 of Part III of the Income Tax Assessment Act 1936 of the Commonwealth that is taken to be registered in Victoria". 40. Evidence Act 1958 40.1 In section 53J(3), for paragraph (d) substitute-- 25 "(d) a public company (within the meaning of the Corporations Act) that is registered under the Life Insurance Act 1995 of the Commonwealth, being where the document in question relates to the life insurance business of that company.". 30 40.2 In section 68-- (a) for "registered in any" substitute "registered under the law of the Commonwealth or of any"; (b) for "that State" substitute "the Commonwealth or that State"; 38 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (c) for "such State" substitute "the Commonwealth or that State". 40.3 In section 69(1), for "Companies (Victoria) Code" substitute "Corporations Act". 5 41. Extractive Industries Development Act 1995 41.1 Insert the following heading to section 50-- "Offences by bodies corporate". 41.2 In section 50, for sub-section (1) substitute-- '(1) In this section, "officer" of a body corporate has the 10 same meaning as in section 82A of the Corporations Act except that it does not include an employee of the body corporate.'. 41.3 In section 50(2), (3) and (4), for "corporation" (wherever occurring) substitute "body corporate". 15 41.4 In section 55(3), for "section 220 of the Corporations law of Victoria" substitute "section 109X of the Corporations Act". 42. Fair Trading Act 1999 42.1 In section 3, in the definition of "officer"-- 20 (a) for paragraph (a) substitute-- "(a) in relation to a body corporate which is a corporation within the meaning of the Corporations Act, has the same meaning as in section 82A of that Act; and"; 25 (b) in paragraph (b), for "that Law" substitute "that Act". 42.2 In section 3, for the definition of "related body corporate" substitute-- ' "related body corporate" has the same meaning as in the Corporations Act;'. 30 42.3 In section 27(5)(a)(i), for "Corporations Law" (where twice occurring) substitute "Corporations Act". 43. Financial Management Act 1994 43.1 In section 40A, for the definition of "company" substitute-- 39 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. ' "company" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;'. 43.2 In section 53A(1)(a), for "Corporations Law" substitute 5 "Corporations Act". 43.3 In section 59(3), for paragraph (c) substitute-- "(c) Australian Securities and Investments Commission;". 44. Financial Sector Reform (Victoria) Act 1999 44.1 In section 6, after sub-section (2) insert-- 10 "(3) Without limiting the operation of section 6 of the Interpretation of Legislation Act 1984, this section does not purport to impose a duty on APRA to perform any functions or exercise any powers conferred or expressed to be conferred on it by or 15 under this Act if the imposition of the duty would be beyond the legislative power of the Parliament of the State.". 44.2 In section 7, after sub-section (2) insert-- "(3) Without limiting the operation of section 6 of the 20 Interpretation of Legislation Act 1984, this section does not purport to impose a duty on ASIC to perform any functions or exercise any powers conferred or expressed to be conferred on it by or under this Act if the imposition of the duty would be beyond the 25 legislative power of the Parliament of the State.". 44.3 In section 49(3), for "under Part 9.7 of the Corporations Law which is deemed to apply as if the society had been a company" substitute "under Part 9.7 of the Corporations Act as applying under this section". 30 44.4 In section 49, after sub-section (3) insert-- "(3A) Money received by ASIC on a disposal of, or dealing with property of a society under sub-section (3)(a) that is not applied under sub-section (3)(b) is declared to be an applied Corporations legislation matter for 35 the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 9.7 of the Corporations Act as if the society had been a company. (3B) For the purposes of sub-section (3A), Part 3 of the 40 Corporations (Ancillary Provisions) Act 2001 has 40 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. effect as if that Part did not contain sections 16(1)(b) and 17. Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the 5 application of provisions of the Corporations Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations 10 legislation matter for the purposes of that Part in relation to those Commonwealth provisions.". 45. Firearms Act 1996 In section 3, in the definition of "officer"-- 15 (a) for paragraph (a) substitute-- "(a) in relation to a body corporate which is a corporation within the meaning of the Corporations Act, has the same meaning as in section 82A of that Act; and"; 20 (b) in paragraph (b), for "that Law" substitute "that Act". 46. Fisheries Act 1995 In section 121(4) for "Corporations Law of Victoria" substitute "Corporations Act". 47. Food Act 1984 25 In section 4, in the definition of "books", for "accounting records (within the meaning of the Companies (Victoria) Code)" substitute "financial records (within the meaning of the Corporations Act)". 48. Food (Amendment) Act 2001 30 In section 4(1), in the proposed definition of "books", for "accounting records (within the meaning of the Corporations Law)" substitute "financial records (within the meaning of the Corporations Act)". 49. Forests Act 1958 35 In section 50(3)(a), for sub-paragraph (iv) substitute-- "(iv) a company within the meaning of the Corporations Act that-- 41 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (A) is taken to be registered in Victoria; and (B) is registered under section 150, or has a licence in force under section 151, of that Act;". 50. Freedom of Information Act 1982 5 In section 37(1)(c), after "Commission" (where first occurring) insert "or the Australian Securities and Investments Commission". 51. Fundraising Appeals Act 1998 In section 32(3), for paragraph (a) substitute-- 10 "(a) a registered company auditor within the meaning of the Corporations Act; or". 52. Funerals (Pre-Paid Money) Act 1993 52.1 In section 3(1), in the definition of "associate", in paragraph (a), for "Corporations Law of Victoria" substitute 15 "Corporations Act". 52.2 In section 19(1)(b), for "Corporations Law" substitute "Corporations Act". 53. Gaming and Betting Act 1994 53.1 In section 3(1)-- 20 (a) in the definition of "associate", in paragraph (a)-- (i) for "Corporations Law" substitute "Corporations Act"; (ii) for "that Law" (wherever occurring) substitute "that Act"; 25 (b) in the definition of "director", for "Corporations Law" substitute "Corporations Act"; (c) for the definition of "Racing Products" substitute-- ' "Racing Products" means Racing Products Pty Ltd (A.C.N. 064 067 867);'; 30 (d) in the definitions of "related body corporate", "share" and "subsidiary", for "Corporations Law" substitute "Corporations Act"; (e) for the definition of "Tabco" substitute-- 42 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. ' "Tabco" means TABCORP Holdings Limited (A.C.N. 063 780 709);'; (f) for the definition of "VicRacing" substitute-- ' "VicRacing" means VicRacing Pty Ltd (A.C.N. 064 5 067 849);'; (g) in the definitions of "voting share" and "wholly- owned subsidiary", for "Corporations Law" substitute "Corporations Act". 53.2 In section 14(1), for "A company incorporated under the 10 Corporations Law of Victoria" substitute "A company within the meaning of the Corporations Act that is taken to be registered in Victoria". 53.3 In section 22-- (a) in sub-section (1), for "a company that is incorporated 15 under the Corporations Law of Victoria" substitute "a company within the meaning of the Corporations Act that is taken to be registered in Victoria"; (b) in sub-section (2), for "companies that are incorporated under the Corporations Law of Victoria" 20 substitute "companies within the meaning of the Corporations Act that are taken to be registered in Victoria". 53.4 In section 27(1)(a) and (c), for "or is entitled to 5% or more of the voting shares in" substitute "or has a voting power of 25 5% or more in". 53.5 In section 27, for sub-section (2) substitute-- "(2) For the purposes of sub-section (1), the voting power a person has in the holder of a casino licence or gaming operator's licence is the person's voting power 30 determined in accordance with section 610 of the Corporations Act as if a reference in that section of that Act to a relevant interest were a reference to a relevant interest to which section 51(4) applies.". 53.6 In section 33(2)-- 35 (a) in paragraph (c)-- (i) for "Corporations Law" substitute "Corporations Act"; (ii) for "that Law" substitute "that Act"; 43 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (b) in paragraph (d), for "Corporations Law" substitute "Corporations Act"; (c) for paragraph (f) substitute-- "(f) that the licensee or an operator is not a 5 company within the meaning of the Corporations Act that is taken to be registered in Victoria;". 53.7 In section 33(3), for "Corporations Law" substitute "Corporations Act". 10 53.8 In section 51(1), for "Corporations Law" (wherever occurring" substitute "Corporations Act"; 53.9 In section 51, for sub-sections (4) and (5) substitute-- "(4) For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be 15 taken to have a relevant interest in the share because of sections 608 and 609 of the Corporations Act. (5) For the purposes of this Part, the voting power a person, being the licensee or any other person, has in the licensee is the person's voting power determined 20 in accordance with section 610 of the Corporations Act as if a reference in that section of that Act to a relevant interest were a reference to a relevant interest to which sub-section (4) applies.". 53.10 In section 51(6)-- 25 (a) for "Corporations Law" substitute "Corporations Act"; (b) for "that Law" (wherever occurring) substitute "that Act"; (c) for "that law" substitute "that Act". 30 53.11 In section 52(2) omit "(including any provision of the Corporations Law referred to or applied for the purposes of this Part)". 53.12 In section 53(1)-- (a) for paragraph (a) substitute-- 35 "(a) has a voting power of more than 5% in the licensee;"; (b) for paragraph (c) substitute-- 44 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. "(c) is a non-resident and acquires a relevant interest in the licensee when non-residents have a combined voting power of 40% or more in the licensee or, as a result of the person 5 acquiring the relevant interest, have such a voting power;". 53.13 In section 55-- (a) in sub-section (1), for "a person who is, or is suspected by the Minister, director or secretary, as the 10 case may be, of being entitled to shares" substitute "a person who has, or is suspected by the Minister, director or secretary (as the case may be) of having, a relevant interest in shares"; (b) in sub-section (3), for paragraph (d) substitute-- 15 "(d) declare that the person, or another to whom a declaration under paragraph (c) relates, has a relevant interest in specified shares in the licensee;". 53.14 In section 56(1), for paragraphs (c) and (d) substitute-- 20 "(c) if the offender holds voting shares in the licensee in which the offender has a relevant interest--on the offender; or (d) on any other person who holds voting shares in the licensee in which the offender has a relevant 25 interest--"; 53.15 In section 56, for sub-section (3) substitute-- "(3) For the purposes of this section, a person is not to be taken to have disposed of shares in the licensee in which an offender has a relevant interest unless and 30 until the person ceases to hold the shares and the offender ceases to have a relevant interest in them.". 53.16 In section 56(5), for paragraph (b) substitute-- "(b) a person who, before the transaction is entered into, had a prohibited shareholding interest in the licensee 35 would, after the transaction (but for this sub-section) have a relevant interest in a greater number of voting shares in the licensee than the person had immediately before the transaction--". 45 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 53.17 In section 57, for sub-section (1) substitute-- "(1) This section applies to all voting shares in the licensee in which any person who has a prohibited shareholding interest in the licensee has a relevant 5 interest.". 53.18 In section 140, for "Corporations Law of Victoria" substitute "Corporations Act that is taken to be registered in Victoria". 53.19 At the end of section 141 insert-- 10 "(2) It is the intention of section 62, as that section applies in respect of acts or omissions in the exercise or discharge, or purported exercise or discharge, of a power or duty under Part 4 as amended by the Corporations (Consequential Amendments) Act 15 2001, to alter or vary section 85 of the Constitution Act 1975.". 54. Gaming Machine Control Act 1991 54.1 In section 3-- (a) for the definition of "company" substitute-- 20 ' "company" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;'; (b) in the definition of "subsidiary", for "Corporations Law" (where twice occurring) substitute 25 "Corporations Act". 54.2 In sections 28A(1)(a)(ii) and 28B(3)(a)(vi), for "Corporations Law" substitute "Corporations Act". 54.3 In section 38A(2)-- (a) in paragraph (c)-- 30 (i) for "Corporations Law" substitute "Corporations Act"; (ii) for "that Law" substitute "that Act"; (b) in paragraph (d), for "Corporations Law" substitute "Corporations Act"; 35 (c) for paragraph (f) substitute-- "(f) if the gaming operator is a body corporate, that the gaming operator is not a company within 46 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. the meaning of the Corporations Act that is taken to be registered in Victoria; or". 55. Gas and Fuel Corporation (Heatane Gas) Act 1993 In section 3(1), in the definition of "Elgas", for 5 "Corporations Law" substitute "Corporations Act". 56. Gas Industry Act 1994 56.1 In section 6-- (a) for "Corporations Law of Victoria" substitute "Corporations Act"; 10 (b) for "that Law" substitute "that Act". 56.2 In section 24(1)(a), for "Corporations Law" substitute "Corporations Act". 57. Gas Industry Act 2001 57.1 In section 114-- 15 (a) in the definition of "associate"-- (i) for "Corporations Law" (where twice occurring) substitute "Corporations Act"; (ii) for "that Law" (where twice occurring) substitute "that Act"; 20 (b) in the definitions of "officer", "share" and "voting share", for "Corporations Law" substitute "Corporations Act". 57.2 In section 115, for "Corporations Law" substitute "Corporations Act". 25 57.3 In sections 116 and 117 (including in the heading to section 117)-- (a) for "Corporations Law" (wherever occurring) substitute "Corporations Act"; (b) for "that Law" (wherever occurring) substitute "that 30 Act". 57.4 In sections 123(a) and 124, for "Corporations Law" substitute "Corporations Act". 47 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 57.5 In section 126 omit "(including any provision of the Corporations Law referred to or applied for the purposes of this Part)". 57.6 In section 162(3), for "Corporations Law of Victoria if 5 VENCorp and the body corporate were corporations within the meaning of that Law" substitute "Corporations Act". 57.7 In section 166(2)(b) and (d) and section 177(1)(a), for "Corporations Law" substitute "Corporations Act". 58. Gas Pipelines Access (Victoria) Act 1998 10 In section 24B(1) and (2)-- (a) for "Corporations Law" substitute "Corporations Act"; (b) for "that Law" substitute "that Act". 59. Goods Act 1958 15 In section 114(4), in the definition of "guarantor", in paragraph (a), for "related corporation within the meaning of the Companies (Victoria) Code" substitute "related body corporate within the meaning of the Corporations Act". 20 60. Health Act 1958 In section 371(6), for "accounting records within the meaning of the Companies (Victoria) Code" substitute "financial records within the meaning of the Corporations Act". 25 61. Health Services Act 1988 61.1 In section 40G(3)(d), for "Corporations Law " substitute "Corporations Act". 61.2 For section 43 substitute-- "43. Public hospitals and denominational hospitals 30 excluded from Corporations legislation The following matters are declared to be excluded matters for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation-- 35 (a) a public hospital; 48 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (b) a denominational hospital, other than a denominational hospital that is a company within the meaning of the Corporations Act. Note: This section ensures that neither the 5 Corporations Act nor Part 3 of the ASIC Act will apply in relation to a public hospital or denominational hospital (other than a denominational hospital that is a Corporations Act company). Section 5F of the Corporations 10 Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation, then that legislation will not apply in relation to that matter in the State concerned.". 15 61.3 In section 62(3) for "Companies (Victoria) Code" substitute "Corporations Act that is taken to be registered in Victoria". 61.4 In section 62(6), for paragraph (b) substitute-- "(b) in the case of an agency that is a company within the 20 meaning of the Corporations Act that is taken to be registered in Victoria, the Order has effect as if it were an order of the Court for the winding up of the company under Part 5.4A of the Corporations Act; and". 25 61.5 In section 64(3), for paragraph (d) substitute-- "(d) an agency that is a company within the meaning of the Corporations Act that is taken to be registered in Victoria.". 61.6 In section 65(4), for paragraph (c) substitute-- 30 "(c) a company within the meaning of the Corporations Act that is taken to be registered in Victoria; or". 61.7 In section 65V(3)(d), for "Corporations Law" substitute "Corporations Act". 61.8 In section 134F(4)(d), for "Corporations Law" substitute 35 "Corporations Act". 49 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 61.9 In section 154(3), for "sections 528, 529 and 530 of the Companies (Victoria) Code" substitute "sections 109X and 601CX of the Corporations Act". 62. House Contracts Guarantee Act 1987 5 62.1 In section 3(1), in the definition of "officer", for "the Companies (Victoria) Code" substitute "section 9 of the Corporations Act". 62.2 In section 5(1D), for paragraph (b) substitute-- "(b) is a body corporate, a contract entered into by another 10 body corporate that is related to that body corporate (within the meaning of section 50 of the Corporations Act)--". 62.3 In section 7(9)-- (a) for "corporation" (wherever occurring) substitute 15 "body corporate"; (b) for "deemed to be related by virtue of section 7(5) of the Companies (Victoria) Code" substitute "related within the meaning of section 50 of the Corporations Act". 20 62.4 In section 25A, for sub-section (1) substitute-- "(1) The approved guarantor must submit a copy of its financial report and directors' report for a financial year prepared under section 292 of the Corporations Act to the Minister not later than 31 October next 25 following the financial year.". 62.5 In section 25A, after sub-section (6) insert-- '(7) In this section, "annual report" means the copy of the financial report and directors' report referred to in sub-section (1).'. 30 63. Industrial and Provident Societies Act 1958 63.1 In section 48, for sub-section (2) substitute-- "(2) The winding up of a society voluntarily or on the certificate of the Registrar under section 47E(6) is declared to be an applied Corporations legislation 35 matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 5.5, 5.6, 5.7B, 5.8, 5.8A and 5.9 of 50 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. the Corporations Act, subject to the following modifications-- (a) those provisions are to be read as if a society were a company; 5 (b) a reference in those provisions to ASIC is to be read as a reference to the Registrar; (c) in the case of a winding up upon the certificate of the Registrar-- (i) a reference in those provisions to the 10 liquidator is to be read as a reference to the liquidator appointed under sub- section (3); (ii) any vacancy occurring in the office of liquidator is to be filled by appointment 15 by the Registrar; (iii) the winding up is deemed to commence on the day on which the certificate is issued; (d) any other modifications (within the meaning of 20 Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the 25 application of provisions of the Corporations Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations 30 legislation matter for the purposes of that Part in relation to those Commonwealth provisions.". 63.2 In section 48, sub-section (6) is repealed. 63.3 In section 48, for sub-section (7) substitute-- 35 "(7) The winding up of a society by the court is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 5.4, 5.4A, 5.4B, 5.6, 5.7B, 5.8, 51 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 5.8A and 5.9 of the Corporations Act, subject to the following modifications-- (a) those provisions are to be read as if a society were a company; 5 (b) a reference in those provisions to ASIC is to be read as a reference to the registrar; (c) a reference in those provisions to the Court is to be read as a reference to the County Court; (d) any other modifications (within the meaning of 10 Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. Note: See note under sub-section (2).". 63.4 In section 48, sub-section (8) is repealed. 15 64. Information Privacy Act 2000 In section 3, in the definition of "officer", for "Corporations Law of Victoria" substitute "Corporations Act". 65. Instruments Act 1958 65.1 In section 4-- 20 (a) at the end of paragraph (a) insert "or"; (b) for paragraphs (aa), (b) and (c) substitute-- "(b) where the defendant is a company within the meaning of the Corporations Act, of service of such writ on the company in accordance with 25 section 109X of that Act; or "(c) where the defendant is a registered body within the meaning of the Corporations Act, of service of such writ on the registered body in accordance with section 601CX of that Act--". 30 65.2 In section 31A(6), for "company within the meaning of the Companies (Victoria) Code" substitute "company within the meaning of the Corporations Act". 66. Interactive Gaming (Player Protection) Act 1999 66.1 In section 3, in the definition of "registered company 35 auditor", for "Corporations Law" substitute "Corporations Act". 52 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 66.2 In section 28, for "Corporations Law" (wherever occurring) substitute "Corporations Act". 67. Interpretation of Legislation Act 1984 For section 38A substitute-- 5 '38A. References to Corporations legislation In an Act or subordinate instrument-- "ASC Law" has the same meaning as "ASIC Law"; "ASC Regulations" has the same meaning as "ASIC Regulations" has when ASIC Regulations is 10 used in relation to the ASIC Law; "ASIC Law" has the meaning provided for by Part 11 of the Corporations (Victoria) Act 1990; "ASIC Act" means the Australian Securities and 15 Investments Commission Act 2001 of the Commonwealth; "ASIC Regulations"-- (a) when used in relation to the ASIC Law, has the meaning provided for by Part 11 20 of the Corporations (Victoria) Act 1990; (b) when used in relation to the ASIC Act, means regulations made, or that have effect as if they were made, under the 25 ASIC Act; "Corporations Act" means the Corporations Act 2001 of the Commonwealth; "Corporations Law" has the meaning provided for by Part 3 of the Corporations (Victoria) Act 30 1990; "Corporations legislation" means the Corporations legislation to which Part 1.1A of the Corporations Act applies; "Corporations Regulations"-- 53 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) when used in relation to the Corporations Law, has the meaning provided for by Part 3 of the Corporations (Victoria) Act 1990; 5 (b) when used in relation to the Corporations Act, means regulations made, or that have effect as if they were made, under the Corporations Act.'. 68. Introduction Agents Act 1997 10 In section 14(3), in the definition of "externally- administered body corporate", for "Corporations Law" substitute "Corporations Act". 69. La Trobe University Act 1964 69.1 In section 37A-- 15 (a) in sub-section (2)(b)-- (i) for "memorandum and articles of association" substitute "constitution"; (ii) for "memorandum or articles of association" substitute "constitution"; 20 (b) in sub-section (3)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act". 69.2 In section 37A, for sub-sections (4) and (5) substitute-- 25 "(4) For the purposes of sub-section (3), the University has a controlling interest in a company if the University would have a substantial holding in the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the 30 definition of "substantial holding" in that section were replaced by a reference to 50%.". 69.3 In section 37A(7), for "Corporations Law of Victoria" substitute "Corporations Act". 69.4 In section 37A, for sub-section (12) substitute-- 35 '(12) In this section, "limited company" means a limited company within the meaning of the Corporations Act that is taken to be registered in Victoria.'. 54 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 70. Labour and Industry Act 1958 For section 106A substitute-- "106A. Holding company liable for offences by subsidiaries If a body corporate liable to be charged with an 5 offence against this Division is a subsidiary (within the meaning of the Corporations Act) of another body corporate, the other body corporate may be charged and convicted of the offence as if it were the actual offender.". 10 71. Land Tax Act 1958 71.1 In section 9(1)(ha)(i) and (ii), (1C) and (1E)(b), for "Corporations Law" substitute "Corporations Act". 71.2 In section 44-- (a) in sub-section (2)(e), for "a person associated with 15 that person or corporation within the meaning of the Corporations Law of Victoria" substitute "an associate of that person or corporation within the meaning of the Corporations Act"; (b) in sub-section (5), for "Corporations Law of Victoria" 20 substitute "Corporations Act". 72. Legal Practice Act 1996 72.1 In section 12(2)(b), for "Australian Securities Commission under the Corporations Law" substitute "Australian Securities and Investments Commission under the 25 Corporations Act". 72.2 In sections 26(3)(b) and 34(1)-- (a) for "Corporations Law" (wherever occurring) substitute "Corporations Act"; (b) for "that Law" substitute "that Act". 30 72.3 In section 90(1)(c)(i), for "Corporations Law" substitute "Corporations Act". 72.4 In sections 249(1)(c)(vii) and 278(1)(c)(vii)-- (a) for "Corporations Law" (wherever occurring) substitute "Corporations Act"; 55 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (b) for "that Law" substitute "that Act". 72.5 In section 293, for sub-section (1) substitute-- "(1) An incorporated practitioner must be a proprietary company within the meaning of the Corporations Act 5 that is taken to be registered in Victoria.". 72.6 In sections 327(1)(e) and 389(1)(b), for "Corporations Law" substitute "Corporations Act". 72.7 In sections 432(2)(a) and 433(b), for "company incorporated under the Corporations Law" substitute "company within 10 the meaning of the Corporations Act". 73. Liquor Control Reform Act 1998 73.1 In section 3, in the definition of "related entity", for "Corporations Law" substitute "Corporations Act". 73.2 In section 26A-- 15 (a) in the definition of "associate"-- (i) for "Corporations Law" (where twice occurring) substitute "Corporations Act"; (ii) for "that Law" (where twice occurring) substitute "that Act"; 20 (b) in the definition of "officer", for "Corporations Law" substitute "Corporations Act". 73.3 In section 26B, for "Corporations Law" substitute "Corporations Act". 73.4 In sections 26C and 26D (including in the heading to 25 section 26D)-- (a) for "Corporations Law" substitute "Corporations Act"; (b) for "that Law" (wherever occurring) substitute "that Act". 30 73.5 In sections 66(d), 80(1)(d) and 85(a)(iv), for "Corporations Law" substitute "Corporations Act". 74. Local Government Act 1989 74.1 In section 138(1), for paragraph (e) substitute-- 56 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. "(e) on deposit with an eligible money market dealer within the meaning of the Corporations Act; or". 74.2 For section 197G substitute-- "197G. Winding up of regional libraries 5 (1) A regional library may be wound up, in accordance with this section, voluntarily or by order of the Minister. (2) A winding up order by the Minister must appoint a liquidator or liquidators and must fix the 10 remuneration to be paid to them. (3) The winding up of a regional library is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001, subject to the modifications 15 specified in this section, in relation to the provisions of Parts 5.5 (Voluntary winding up) and 5.6 (Winding up generally) of the Corporations Act, subject to the following modifications-- (a) those provisions apply as if a regional library 20 were a company; (b) a reference in those provisions to ASIC is to be read as a reference to the Minister; (c) a reference in those provisions to the Gazette is to be read as a reference to the Government 25 Gazette; (d) a reference in those provisions to the directors of a company is to be read as a reference to the members of the governing body of the regional library; 30 (e) a reference in those provisions to an order of the Court that a company be wound up is to be read as a reference to an order of the Minister under sub-section (1); (f) any other modifications (within the meaning of 35 Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. 57 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations Act and Part 3 of the ASIC Act as laws of the 5 State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions. 10 (4) On the completion of a winding up, the liquidator or liquidators must publish a notice in the Government Gazette stating that the winding up has been completed and stating the date when the regional library is dissolved.". 15 75. Long Service Leave Act 1992 In section 60(2), for paragraph (a) substitute-- "(a) he or she was employed by a related body corporate of that corporation (within the meaning of the Corporations Act); or". 20 76. Loy Yang B Act 1992 In section 3, for the definition of "subsidiary" substitute-- ' "subsidiary" of the Commission, means a body corporate that is a subsidiary (within the meaning of the Corporations Act) of the Commission;'. 25 77. Magistrates' Court Act 1989 77.1 In section 34, for sub-section (3) substitute-- "(3) If a defendant is a company or registered body (within the meaning of the Corporations Act), a summons to answer to a charge may be served on that defendant in 30 accordance with section 109X or 601CX of that Act, as the case requires.". 77.2 In Schedule 7, clause 20 is repealed. 78. Marine Act 1988 In section 74D, for "Corporations Law" substitute 35 "Corporations Act". 79. Melbourne University Act 1958 79.1 In section 40A-- 58 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) in sub-section (2), for "memorandum or articles of association" (where twice occurring) substitute "constitution"; (b) in sub-section (3)(d), for "National Companies and 5 Securities Commission under the Companies (Victoria) Code" substitute "Australian Securities and Investments Commission under the Corporations Act". 79.2 In section 40A, for sub-sections (4) and (5) substitute-- 10 "(4) For the purposes of sub-section (3), the University has a controlling interest in a company if the University would have a substantial holding in the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the 15 definition of "substantial holding" in that section were replaced by a reference to 50%.". 79.3 In section 40A(7), for "Companies (Victoria) Code" substitute "Corporations Act". 79.4 In section 40A, for sub-section (12) substitute-- 20 '(12) In this section, "limited company" means a limited company within the meaning of the Corporations Act that is taken to be registered in Victoria.'. 79.5 In section 40B(2), for "Companies (Victoria) Code" substitute "Corporations Act that is taken to be registered in 25 Victoria". 80. Melbourne Water Corporation Act 1992 For section 4 substitute-- "4. Subsidiary For the purposes of this Act, the question whether a 30 body corporate is a subsidiary of another body corporate shall be determined in accordance with the Corporations Act.". 81. Mental Health Act 1986 In section 117G(2)(d) and 117H(4)(d), for "Corporations 35 Law" substitute "Corporations Act". 82. Mineral Resources Development Act 1990 82.1 In section 111(1)-- 59 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) for paragraph (a) substitute-- "(a) in relation to a corporation within the meaning of the Corporations Act, has the same meaning as in section 9 of that Act; and"; 5 (b) in paragraph (b), for "that Code" substitute "that Act". 82.2 In section 122(3), for "sections 528, 529 and 530 of the Companies (Victoria) Code" substitute "sections 109X and 601CX of the Corporations Act". 10 83. Monash University Act 1958 83.1 In section 35B-- (a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute "constitution"; 15 (b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act". 83.2 In section 35B, for sub-sections (6) and (7) substitute-- 20 "(6) For the purposes of sub-section (5), the University has a controlling interest in a company if the University would have a substantial holding in the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the 25 definition of "substantial holding" in that section were replaced by a reference to 50%.". 83.3 In section 35B(9), for "Corporations Law of Victoria" substitute "Corporations Act". 83.4 In section 35B, for sub-section (14) substitute-- 30 '(14) In this section, "limited company" means a limited company within the meaning of the Corporations Act that is taken to be registered in Victoria.'. 84. Motor Car Traders Act 1986 84.1 In section 3(1)-- 60 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) in the definitions of "director" and "externally- administered body corporate", for "Corporations Law" substitute "Corporations Act"; (b) for the definition of "related company" substitute-- 5 ' "related company", in relation to a body corporate, means a body corporate that is a related body corporate (within the meaning of the Corporations Act) of that body corporate;'. 84.2 In sections 3(3)(e)(ii) and 19A(a), for "Corporations Law" 10 substitute "Corporations Act". 85. Murray Valley Citrus Marketing Act 1989 85.1 In section 30(6)(b), for "memorandum and articles of association of which provide" substitute "constitution of which provides". 15 85.2 In section 31(1)-- (a) in paragraph (a), for "Companies (Victoria) Code" substitute "Corporations Act that is taken to be registered in Victoria"; (b) in paragraph (d), for "National Companies and 20 Securities Commission under the Companies (Victoria) Code" substitute "Australian Securities and Investments Commission under the Corporations Act". 85.3 In section 31, for sub-sections (2) and (3) substitute-- 25 "(2) The Board has a controlling interest in a company if the Board would have a substantial holding in the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were 30 replaced by a reference to 50%.". 85.4 In section 31(5), for "Companies (Victoria) Code" substitute "Corporations Act". 85.5 In section 90(2), for "sections 528, 529 and 530 of the Companies (Victoria) Code" substitute "sections 109X 35 and 601CX of the Corporations Act". 86. National Parks Act 1975 In sections 32A(1)(a) and (b) and 32B(1)(a) and (b), for "incorporated pursuant to the Companies (Victoria) Code" 61 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. substitute "within the meaning of the Corporations Act that is taken to be registered in Victoria". 87. Partnership Act 1958 87.1 In section 14(2), for "Corporations Law" substitute 5 "Corporations Act". 87.2 In section 49, for sub-section (2) substitute-- "(2) If there is in force an agreement or arrangement with the Australian Securities and Investments Commission of a kind referred to in section 11(8) of 10 the ASIC Act for the performance of the functions and exercise of the powers of the Commissioner by the Commission, a reference in this Part to the Commissioner is taken to be a reference to the Commission.". 15 87.3 In section 51, for sub-section (2) substitute-- "(2) The number of general partners must not (if the partnership consisted only of those general partners) exceed-- (a) 20; or 20 (b) if the partnership is of a particular kind in respect of which a higher number applies in accordance with section 115(2) of the Corporations Act--that higher number.". 87.4 In section 74(1), after "invitation" (where twice occurring) 25 insert ", sale". 87.5 In section 74, for sub-section (2) substitute-- "(2) Regulations under sub-section (1) may include regulations based on Parts 1.2A (Disclosing entities) and 7.11 (Conduct in relation to securities) and 30 Chapters 5C (Managed investment schemes) and 6D (Fundraising) of the Corporations Act.". 88. Patriotic Funds Act 1958 In section 12B(1)(c), after "law" insert "of the Commonwealth or". 35 89. Pay-roll Tax Act 1971 62 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 89.1 In section 3(1), in the definitions of "corporation" and "voting share", for "Corporations Law" substitute "Corporations Act". 89.2 In section 9A(1A)(a), (1F) and (1K)-- 5 (a) for "corporation" (wherever occurring) substitute "body corporate"; (b) for "Corporations Law" substitute "Corporations Act". 89.3 In section 10A(b), for "Corporations Law" substitute 10 "Corporations Act". 90. Petroleum (Submerged Lands) Act 1982 90.1 In section 81-- (a) in sub-section (8), for "National Companies and Securities Commission relating to the creation of that 15 charge pursuant to section 201 of the Companies (Victoria) Code" substitute "Australian Securities and Investments Commission relating to the creation of that charge under section 263 of the Corporations Act"; 20 (b) in sub-section (15), for "section 201 of the Companies (Victoria) Code" substitute "section 263 of the Corporations Act". 90.2 In section 92(4)(a) and (7)(a), for sub-paragraph (i) substitute-- 25 "(i) those parties are related bodies corporate within the meaning of the Corporations Act;". 91. Pharmacists Act 1974 In section 5C(1), for "Corporations Law" substitute "Corporations Act". 30 92. Port Services Act 1995 92.1 In section 7-- (a) for "Corporations Law" substitute "Corporations Act"; (b) for "that law" substitute "that Act". 63 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 92.2 In section 31(1)(a), for "Corporations Law" substitute "Corporations Act". 93. Property Law Act 1958 In section 179(2), for "Companies (Victoria) Code relating 5 to powers and duties of the National Companies and Securities Commission" substitute "Corporations Act relating to the powers and duties of the Australian Securities and Investments Commission". 94. Prostitution Control Act 1994 10 94.1 In section 3, in the definitions of "director" and "officer", for "Corporations Law" substitute "Corporations Act". 94.2 In sections 23(3)(c)(iv), 75(3)(e) and 77(3)(e), for "Corporations Law" substitute "Corporations Act". 95. Public Lotteries Act 2000 15 95.1 In section 3(1), in the definitions of "subsidiary" and "wholly-owned subsidiary", for "Corporations Law" (wherever occurring) substitute "Corporations Act". 95.2 In section 35(1)-- (a) after "a company" insert "within the meaning of the 20 Corporations Act"; (b) for paragraph (a) substitute-- "(a) taken to be registered in Victoria; and". 95.3 In section 43(1)(g), for "Corporations Law" substitute "Corporations Act". 25 96. Queen Victoria Women's Centre Act 1994 In section 22, for sub-section (2) substitute-- "(2) If the Minister makes a determination under sub- section (1), he or she must appoint a liquidator and must fix the liquidator's remuneration. 30 (3) The winding up of the Trust under this section is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 5.6 (Winding up generally) of the 64 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. Corporations Act, subject to the following modifications-- (a) those provisions apply as if the Trust were a company; 5 (b) a reference in those provisions to ASIC is to be read as a reference to the Minister; (c) a reference in those provisions to the Gazette is to be read as a reference to the Government Gazette; 10 (d) a reference in those provisions to the directors of a company is to be read as a reference to the members of the Trust; (e) a reference in those provisions to an order of the Court that a company be wound up is to be 15 read as a reference to the determination of the Minister under sub-section (1); (f) the modifications specified in section 23; (g) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary 20 Provisions) Act 2001) that are prescribed by the regulations. Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations 25 Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part 30 in relation to those Commonwealth provisions.". 97. Rail Corporations Act 1996 97.1 In section 25(1)(a), for "Corporations Law" substitute "Corporations Act". 35 97.2 In section 81-- (a) in the definition of "associate"-- (i) for "Corporations Law" substitute "Corporations Act"; 65 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (ii) for "that Law" (where twice occurring) substitute "that Act"; (b) in the definitions of "officer", "related body corporate" and "voting share", for "Corporations 5 Law" substitute "Corporations Act". 97.3 In section 82-- (a) insert the following heading-- "Relevant interest in a share and voting power"; (b) in sub-section (1), for "Division 5 of Part 1.2 of the 10 Corporations Law" substitute "sections 608 and 609 of the Corporations Act". 97.4 In section 82, for sub-section (2) substitute-- "(2) For the purposes of this Part, the voting power a person has in a corporation is the person's voting 15 power determined in accordance with section 610 of the Corporations Act as if a reference in that section of that Act to a relevant interest were a reference to a relevant interest to which sub-section (1) applies.". 97.5 In section 83-- 20 (a) insert the following heading-- "References to Corporations Act"; (b) for "Corporations Law" substitute "Corporations Act"; (c) for "that Law" (wherever occurring) substitute "that 25 Act". 97.6 For section 86 substitute-- "86. Controlling interest in a corporation For the purposes of this Part, but subject to sections 88 and 89, a person has a controlling interest 30 in a corporation if-- (a) the person's voting power in the corporation is more than 20%; or (b) the person and the person's associates have relevant interests in shares in the corporation 35 that confer or, if a dividend were declared or a distribution of profits were made by the corporation, would confer a right to receive the 66 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. benefit of more than 20% of the dividend or distribution; or (c) the person and the person's associates have relevant interests in shares in the corporation 5 that confer or, in the event of any other distribution of property or rights by the corporation, whether on dissolution or otherwise, would confer an entitlement to receive the benefit of more than 20% of the 10 property and rights; or (d) the person is able, whether alone or in concert with another, and whether by any act or omission or otherwise, to dominate or control-- 15 (i) the corporation; or (ii) the financial and operating policies or management of the corporation; or (iii) the activities of the corporation as a metropolitan train operator or 20 metropolitan tram operator.". 97.7 In section 88-- (a) for "an entitlement to shares" substitute "a relevant interest in shares"; (b) in paragraph (a)-- 25 (i) for "Corporations Law" substitute "Corporations Act"; (ii) for "articles of association" substitute "constitution". 97.8 In section 89-- 30 (a) for "an entitlement to shares" substitute "a relevant interest in shares"; (b) for "section 32(c) or 33 of the Corporations Law" substitute "section 608(3) of the Corporations Act"; (c) in paragraph (a), for sub-paragraphs (i) and (ii) 35 substitute-- "(i) to control or influence the composition of the board of directors of the relevant corporation otherwise than by having voting power in the 67 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. relevant corporation of not more than 20% or exercising powers of appointment of not more than one-fifth of the directors of the relevant corporation; or 5 (ii) to control or influence the conduct of affairs of the relevant corporation otherwise than by having voting power in the relevant corporation of not more than 20% or by the actions of directors appointed by it being not more than 10 one-fifth of the directors of the relevant corporation; and"; (d) in paragraph (b)(i), for sub-sub-paragraph (A) substitute-- "(A) voting power of more than 20% in the relevant 15 corporation or the power to control the disposal of more than 20% of the voting shares in the relevant corporation, not including a right of pre-emption whether direct or indirect in relation to those shares; or"; 20 (e) in paragraph (b)(ii)-- (i) for "an entitlement to shares" substitute "a relevant interest in shares"; (ii) for sub-sub-paragraph (A) substitute-- "(A) any voting power in the relevant 25 corporation or the power to control the disposal of any voting shares in the relevant corporation, other than a right of pre-emption whether direct or indirect in relation to those shares; or". 30 97.9 In section 91 omit "(including any provision of the Corporations Law referred to or applied for the purposes of this Part)". 97.10 In section 92, for "is entitled to shares" (wherever occurring) substitute "has a relevant interest in shares". 35 97.11 In section 93(1) for "is entitled to shares" substitute "has a relevant interest in shares". 97.12 In section 94(1), for "entitlement to shares" substitute "relevant interest in shares". 68 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 97.13 In section 95, for sub-section (1) substitute-- "(1) ORG may, by notice in writing served on a person who has, or is suspected by ORG of having-- (a) a relevant interest in shares in a relevant 5 corporation; or (b) a controlling interest in a relevant corporation-- require the person to furnish information specified in the notice for the purpose of determining whether that 10 person or any other person has, or is taking action to acquire, a prohibited interest.". 97.14 In section 95(3), for paragraph (d) substitute-- "(d) determine that the person, or another to whom a determination under paragraph (c) relates, has a 15 relevant interest in specified shares in a relevant corporation;". 97.15 In section 96(1), for paragraphs (c) and (d) substitute-- "(c) if the offender holds shares in which the offender has a relevant interest--on the offender; or 20 (d) on any other person who holds shares in which the offender has a relevant interest--". 97.16 In section 96, for sub-section (3) substitute-- "(3) For the purposes of this section, a person is not to be taken to have disposed of shares in which an offender 25 has a relevant interest unless and until the person ceases to hold the shares and the offender ceases to have a relevant interest in them.". 97.17 At the end of section 105 insert-- "(2) It is the intention of section 100(5), as that section 30 applies in respect of a determination of ORG under Part 5 as amended by the Corporations (Consequential Amendments) Act 2001, to alter or vary section 85 of the Constitution Act 1975.". 98. Retail Tenancies Reform Act 1998 35 98.1 In section 3(1), in the definitions of "company auditor" and "retail premises", for "Corporations Law" (wherever occurring) substitute "Corporations Act". 69 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 98.2 In section 14(1), for "corporations that are, by section 50 of the Corporations Law, considered to be related to each other for the purposes of that Law" substitute "bodies corporate that are, by section 50 of the Corporations Act, considered 5 to be related to each other for the purposes of that Act". 98.3 In section 15(2)(c), for sub-paragraph (ii) substitute-- "(ii) if the tenant is a body corporate, a body corporate that is or was, by section 50 of the Corporations Act, considered to be related to the tenant; or". 10 98.4 In sections 44 and 45, for "Corporations Law" substitute "Corporations Act". 99. Retirement Villages Act 1986 In sections 17(3) and 34(4), for "Companies (Victoria) Code" substitute "Corporations Act". 15 100. Royal Melbourne Institute of Technology Act 1992 100.1 In section 3, in the definition of "RMIT company", for "Corporations Law of Victoria" substitute "Corporations Act". 100.2 In section 13, for sub-section (3) substitute-- 20 "(3) The Council must remove a member of the Council from office if the member is or becomes disqualified from managing corporations under Part 2D.6 of the Corporations Act.". 100.3 In section 39-- 25 (a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute "constitution"; (b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" 30 substitute "Australian Securities and Investments Commission under the Corporations Act". 100.4 In section 39, for sub-sections (6) and (7) substitute-- "(6) For the purposes of sub-section (5), the University has a controlling interest in a company if the 35 University would have a substantial holding in the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.". 70 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 100.5 In section 39(9), for "Corporations Law of Victoria" substitute "Corporations Act". 100.6 In section 39, for sub-section (15) substitute-- '(15) In this section "limited company" means a limited 5 company within the meaning of the Corporations Act that is taken to be registered in Victoria.'. 101. Second-Hand Dealers and Pawnbrokers Act 1989 101.1 In section 3(1), in the definition of "externally-administered body corporate", for "Corporations Law" substitute 10 "Corporations Act". 101.2 In section 27(2), for "Corporations Law" substitute "Corporations Act". 102. Shop Trading Reform Act 1996 In section 4(2)(b), for "Corporations Law of Victoria, 15 deemed to be" substitute "Corporations Act,". 103. Snowy Hydro Corporatisation Act 1997 103.1 In section 3(1), for the definition of ' "Snowy Hydro Company" or "Company" ' substitute-- ' "Snowy Hydro Company" or "Company" means Snowy 20 Hydro Limited;'. 103.2 In section 3(2), for "Corporations Law" substitute "Corporations Act". 103.3 For section 21 substitute-- "21. Excluded matters for purposes of Corporations Act 25 The following matters are declared to be excluded matters for the purposes of section 5F of the Corporations Act in relation to Chapter 2E and Part 2J.3 of that Act-- (a) any debt to the Commonwealth, or other 30 liability, acquired by the Snowy Hydro Company (or the giving of any related security) in accordance with this Act or the Commonwealth Corporatisation Act or the New South Wales Corporatisation Act or any 35 agreement under any such Act; (b) the acquisition of initial shares in the Company by the Commonwealth or the State of New South Wales or Victoria. 71 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. Note: This section ensures that the provisions of Chapter 2E (Related party transactions) and Part 2J.3 (Financial assistance) of the Corporations Act will not apply in relation to 5 the matters referred to in this section. Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to specified provisions of the Corporations legislation, then 10 those provisions will not apply in relation to that matter in the State concerned.". 103.4 In section 23(1)-- (a) for "Corporations Law" (where first occurring) substitute "Corporations Act"; 15 (b) for "the Corporations Law" (where secondly occurring) substitute "that Act". 104. State Owned Enterprises Act 1992 104.1 In section 3-- (a) for the definition of "ASC" substitute-- 20 ' "ASIC" means the Australian Securities and Investments Commission;'; (b) for the definition of "company" substitute-- ' "company" means a company within the meaning of the Corporations Act that is taken to be 25 registered in Victoria;'; (c) in the definition of "conversion", for "section 137 of the Corporations Law of Victoria" substitute "section 118 of the Corporations Act". (d) in the definition of "relevant Minister", in 30 paragraph (b), for "articles" substitute "constitution"; (e) in the definition of "statutory corporation", for "Corporations Law of Victoria" substitute "Corporations Act". 104.2 In section 4-- 35 (a) in sub-section (1)-- (i) for "Corporations Law of Victoria" substitute "Corporations Act"; 72 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (ii) for "that Law" substitute "that Act"; (b) in sub-section (2), for "Corporations Law of Victoria" substitute "Corporations Act". 104.3 In section 9(1), for paragraph (a) substitute-- 5 "(a) To form or acquire a company within the meaning of the Corporations Act that is taken to be registered in Victoria and that is a wholly owned subsidiary;". 104.4 In section 38(1)(a), for "Corporations Law" substitute "Corporations Act". 10 104.5 Insert the following heading to section 60-- "Reservation of name under Corporations Act". 104.6 In section 60, for sub-section (1) substitute-- "(1) As soon as possible after the making of an Order under section 59, the converting body to which the 15 Order applies must lodge an application with ASIC under section 152 of the Corporations Act for the reservation of the name specified in the Order.". 104.7 In section 60(3), for "must apply as soon as possible to the ASC for the reservation under section 374" substitute 20 "must lodge an application as soon as possible with ASIC for the reservation". 104.8 In section 64, for sub-section (1) substitute-- "(1) Immediately after issue of the shares in accordance with section 63, a converting body must lodge an 25 application with ASIC under section 117 of the Corporations Act to be registered as a company limited by shares that is taken to be registered in Victoria.". 104.9 In section 64(2), for "Division 3 of Part 2.2 of the 30 Corporations Law of Victoria" substitute "Part 2B.4 of the Corporations Act". 104.10 In section 65(1), for "section 137 of the Corporations Law of Victoria" substitute "section 118 of the Corporations Act". 35 104.11 In section 73(2), for "Corporations Law" substitute "Corporations Act". 104.12 In section 75(b)-- 73 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) for "financial statements" substitute "financial reports"; (b) for "Corporations Law of Victoria" substitute "Corporations Act". 5 104.13 In section 88A(3), for "Corporations Law" substitute "Corporations Act that is taken to be registered in Victoria,". 104.14 In Schedule 1, for "Corporations Law of Victoria" (wherever occurring) substitute "Corporations Act". 105. State Trustees (State Owned Company) Act 1994 10 105.1 In section 3, for the definition of "State Trustees" substitute-- ' "State Trustees" means State Trustees Limited (A.C.N. 064 593 148).'. 105.2 In section 29(2), for "Part 3.6 of the Corporations Law of 15 Victoria" substitute "Part 2M.3 of the Corporations Act". 106. Subdivision Act 1988 106.1 In section 29, sub-section (3) is repealed. 106.2 After section 29 insert-- "29A. Bodies corporate excluded from Corporations 20 legislation A body corporate is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation, otherwise than to the extent that the body 25 corporate carries out activities that are not authorised by or under this Act. Note: This section ensures that neither the Corporations Act nor Part 3 of the ASIC Act will apply in relation to a body corporate in 30 relation to its performance of functions or exercise of powers under this Act. Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations 35 legislation other than to a specified extent, then that legislation will not apply, except to the specified extent, in relation to that matter in the State concerned.". 107. Supreme Court Act 1986 74 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. In section 17A(4)(iii), before "Corporations Law" insert "Corporations Act or the". 108. Swinburne University of Technology Act 1992 108.1 In section 3, in the definition of "Swinburne company", for 5 "Corporations Law of Victoria" substitute "Corporations Act". 108.2 In section 13, for sub-section (3) substitute-- "(3) The Council must remove a member of the Council from office if the member is or becomes disqualified 10 from managing corporations under Part 2D.6 of the Corporations Act.". 108.3 In section 44-- (a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute 15 "constitution"; (b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act". 20 108.4 In section 44, for sub-sections (6) and (7) substitute-- "(6) For the purposes of sub-section (5), the University has a controlling interest in a company if the University would have a substantial holding in the company as defined in section 9 of the Corporations 25 Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.". 108.5 In section 44(9), for "Corporations Law of Victoria" substitute "Corporations Act". 30 108.6 In section 44, for sub-section (15) substitute-- '(15) In this section "limited company" means a limited company within the meaning of the Corporations Act that is taken to be registered in Victoria.'. 109. Taxation Administration Act 1997 35 In section 122(3), for "Corporations Law" substitute "Corporations Act". 110. Taxation (Reciprocal Powers) Act 1987 In section 7(1)-- 75 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (a) paragraph (c) is repealed; (b) for paragraph (e) substitute-- "(e) the Australian Securities and Investments Commission or a person authorised by that 5 Commission.". 111. Tourism Victoria Act 1992 In section 16, for sub-section (7) substitute-- '(7) In this section, "company" has the same meaning as in the Corporations Act.'. 10 112. Trade Measurement (Administration) Act 1995 In section 17(4), for "Corporations Law of Victoria" substitute "Corporations Act". 113. Transfer of Land Act 1958 In sections 98CB(2)(c)(i) and 98CC(1)(d)(i), for 15 "Companies (Victoria) Code" substitute "Corporations Act that is taken to be registered in Victoria". 114. Transport Accident Act 1986 In section 129(3), for "sections 528, 529 and 530 of the Companies (Victoria) Code" substitute "sections 109X 20 and 601CX of the Corporations Act". 115. Transport Act 1983 115.1 In section 86(1), in the definitions of "Corporation" and "Director", for "section 5 of the Companies (Victoria) Code" substitute "section 9 of the Corporations Act". 25 115.2 In section 129C(1)(a), for sub-paragraph (i) substitute-- "(i) is not a company that is taken to be registered in Victoria under the Corporations Act; or". 116. Travel Agents Act 1986 116.1 In section 3(1), for the definition of "officer" substitute-- 30 ' "officer", in relation to a body corporate, has the same meaning as in section 82A of the Corporations Act;'. 116.2 In section 16A(b), for "Corporations Law" substitute "Corporations Act". 117. Trustee Act 1958 76 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. In section 3(1) the definition of "authorized dealer in the short term money market" is repealed. 118. Trustee Companies Act 1984 118.1 In section 4(1)-- 5 (a) in the definitions of "corporation", "nominee corporation", and "voting shares", for "Companies (Victoria) Code" substitute "Corporations Act"; (b) for the definition of "related corporation" substitute-- 10 ' "related corporation" of a body corporate, means a body corporate that is related to that body corporate within the meaning of section 50 of the Corporations Act;'. 118.2 In section 4, for sub-section (3) substitute-- 15 "(3) A person is an associate of another person if the person would be an associate of the person under Division 2 of Part 1.2 of the Corporations Act.". 118.3 In section 5(3), for paragraph (b) substitute-- "(b) a person has a relevant interest in a share in a trustee 20 company if, by reason of sections 608 and 609 of the Corporations Act, the person would have a relevant interest in that share for the purposes of that Act.". 118.4 In section 5(5), for "Companies (Acquisition of Shares) (Victoria) Code" substitute "Corporations Act". 25 118.5 In section 31(1), for "Notwithstanding anything in the Companies (Victoria) Code or in the memorandum or articles of association of a trustee company, a trustee company" substitute "A trustee company". 118.6 In section 35, for sub-section (2) substitute-- 30 "(2) The Commissioner may inspect without charge any book kept by a trustee company, including any book relating to estates managed or administered by the trustee company.". 118.7 In section 36(5), in the definition of "trust estates in 35 Victoria"-- (a) in paragraph (b), for "fund--" substitute "fund;"; 77 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. (b) omit "but does not include moneys received by the trustee company by reason of its being a trustee of an approved deed within the meaning of section 165 of the Companies (Victoria) Code;". 5 118.8 In section 41(2)(d), for sub-paragraph (ii) substitute-- "(ii) subject to sub-section (4), with an eligible money market dealer within the meaning of the Corporations Act;". 118.9 In section 45(3)(d), for "take-over scheme or a take-over 10 announcement in relation to that trustee company as provided in the Companies (Acquisition of Shares) (Victoria) Code" substitute "takeover bid in relation to that trustee company in accordance with the Corporations Act". 118.10 In section 45(11), for "Companies (Victoria) Code" 15 substitute "Corporations Act that is taken to be registered in Victoria"; 118.11 For section 46 substitute-- "46. Acquisitions to which section 45 does not apply Section 45 does not apply to or in relation to an 20 acquisition that is-- (a) an exempt acquisition under Part 6.2 of the Corporations Act, other than an acquisition referred to in item 1, 2, 7, 9, 10, 11, 19 or 20 of the table in section 611 of that Act; or 25 (b) an acquisition of any other kind that is made in a prescribed manner or in prescribed circumstances; or (c) an acquisition approved by the Minister in writing.". 30 118.12 In section 48-- (a) for "Companies (Victoria) Code" substitute "Corporations Act that is taken to be registered in Victoria"; (b) for "a company within the meaning of that Code" 35 substitute "such a company". 118.13 In section 50(1), omit "or in the Companies (Victoria) Code". 118.14 In section 50, for sub-section (2) substitute-- 78 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. "(2) A meeting convened under sub-section (1) is declared to be applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of 5 Parts 2G.2 (Meetings of members of companies) and 2G.3 (Minutes and members' access to minutes) of the Corporations Act (other than the first sentence of section 249F(1)) subject to the following modifications-- 10 (a) those provisions apply as if a meeting convened under sub-section (1) were a meeting of a company's members under Part 2G.2 of the Corporations Act; (b) any other modifications (within the meaning of 15 Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations. Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the 20 application of provisions of the Corporations Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations 25 legislation matter for the purposes of that Part in relation to those Commonwealth provisions.". 118.15 In section 51, for sub-section (3) substitute-- "(3) A reduction of capital in accordance with this section 30 is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the provisions of Division 1 of Part 2J.1 of the Corporations Act. Note: This section ensures that Division 1 of Part 2J.1 35 (Reductions in share capital not otherwise authorised by law) of the Corporations Act will not apply in relation to a trustee company. Section 5F of the Corporations Act provides that if a State law declares a matter to be an 40 excluded matter in relation to specified provisions of the Corporations legislation, then those provisions will not apply in relation to that matter in the State concerned.". 79 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 118.16 In section 51(6), for "Companies (Victoria) Code" substitute "Corporations Act that is taken to be registered in Victoria". 119. Unclaimed Moneys Act 1962 5 119.1 In section 9(1), in the definition of "business", for paragraph (a) substitute-- "(a) a company within the meaning of the Corporations Act that is taken to be registered in Victoria; or". 119.2 In section 18(a)-- 10 (a) for "Corporations Law" substitute "Corporations Act"; (b) for "that Law" substitute "that Act". 119.3 In section 28, for "Corporations Law" substitute "Corporations Act". 15 120. University of Ballarat Act 1993 120.1 In section 13, for sub-section (3) substitute-- "(3) The Council must remove a member of the Council from office if the member is or becomes disqualified from managing corporations under Part 2D.6 of the 20 Corporations Act.". 120.2 In section 37-- (a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute "constitution"; 25 (b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act". 120.3 In section 37, for sub-sections (6) and (7) substitute-- 30 "(6) For the purposes of sub-section (5), the University has a controlling interest in a company if the University would have a substantial holding in the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the 35 definition of "substantial holding" in that section were replaced by a reference to 50%.". 120.4 In section 37(9), for "Corporations Law of Victoria" substitute "Corporations Act". 80 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. 120.5 In section 37, for sub-section (15) substitute-- '(15) In this section "limited company" means a limited company within the meaning of the Corporations Act that is taken to be registered in Victoria.'. 5 121. Urban Land Corporation Act 1997 In section 16(1)(a), for "Corporations Law" substitute "Corporations Act". 122. Victorian Civil and Administrative Tribunal Act 1998 In section 140(1)(b), for "Corporations Law" substitute 10 "Corporations Act". 123. Victoria University of Technology Act 1990 123.1 In section 13, for sub-section (3) substitute-- "(3) The Council must remove a member of the Council from office if the member is or becomes disqualified 15 from managing corporations under Part 2D.6 of the Corporations Act.". 123.2 In section 42-- (a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute 20 "constitution"; (b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act". 25 123.3 In section 42, for sub-sections (6) and (7) substitute-- "(6) For the purposes of sub-section (5), the University has a controlling interest in a company if the University would have a substantial holding in the company as defined in section 9 of the Corporations 30 Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.". 123.4 In section 42(9), for "Corporations Law of Victoria" substitute "Corporations Act". 35 123.5 In section 42, for sub-section (15) substitute-- 81 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. '(15) In this section "limited company" means a limited company within the meaning of the Corporations Act that is taken to be registered in Victoria.'. 124. Victorian Funds Management Corporation Act 1994 5 In section 23(1)(a), for "Corporations Law" substitute "Corporations Act". 125. Victorian Managed Insurance Authority Act 1996 In section 25(2), in the definition of "State company", for "Corporations Law of Victoria" substitute "Corporations 10 Act that is taken to be registered in Victoria". 126. Vocational Education and Training Act 1990 In section 38(1)(b), for "Corporations Law" substitute "Corporations Act that is taken to be registered in Victoria". 127. Water Act 1989 15 127.1 In section 297, for sub-section (1) substitute-- '(1) In this section, "officer"-- (a) in relation to a corporation within the meaning of the Corporations Act, has the same meaning as in section 9 of that Act; and 20 (b) in relation to a corporation that is not a corporation within the meaning of that Act, means any person (by whatever name called) who is concerned or takes part in the management of the corporation-- 25 but does not include an employee of the corporation.'. 127.2 In section 305(4), for "sections 528, 529 and 530 of the Companies (Victoria) Code" substitute "sections 109X and 601CX of the Corporations Act". 128. Water Industry Act 1994 30 128.1 In section 3(1)-- (a) for the definition of "company" substitute-- 82 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Sch. Act No. ' "company" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;'; (b) in the definition of "officer", for "Corporations Law 5 of Victoria" substitute "Corporations Act"; (c) for the definition of "Victorian body corporate" substitute-- ' "Victorian body corporate" means a company within the meaning of the Corporations Act that 10 is taken to be registered in Victoria;'; 128.2 In section 126(1)(a), for "Corporations Law of Victoria" substitute "Corporations Act". 128.3 In section 177C(5)(b), for "Corporations Law" substitute "Corporations Act". 15 129. Workers Compensation Act 1958 In sections 100B(1) and 116(1), for "Companies (Victoria) Code" substitute "Corporations Act". 130. Yooralla Society of Victoria Act 1977 For section 6 substitute-- 20 "6. Yooralla Society not required to lodge returns of directors, etc., under Corporations Act Yooralla Society is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to section 205B of the Corporations Act. 25 Note: This section ensures that section 205B (Notice of name and address of directors and secretaries to ASIC) of the Corporations Act will not apply in relation to Yooralla Society. Section 5F of the Corporations Act provides that if a State 30 law declares a matter to be an excluded matter in relation to specified provisions of the Corporations legislation, then those provisions will not apply in relation to that matter in the State concerned.". 35 83 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

Corporations (Consequential Amendments) Act 2001 Endnotes Act No. ENDNOTES By Authority. Government Printer for the State of Victoria. 84 541197B.A1-13/6/2001 BILL LA AS SENT 13/6/2001

[Index] [Search] [Download] [Related Items] [Help]