Victorian Consolidated Legislation

Companies (Application of Laws) Act 1981 - SECT 25

Acts of Minister under Companies Act 1961 deemed to be acts of Ministerial Council or Commission etc.

25. Acts of Minister under Companies Act 1961 deemed to be acts of Ministerial
Council or Commission etc.



(1) In this section-

the Act means the Companies Act 1961;

the Code means the Companies (Victoria) Code;

the Gazette means the Commonwealth of Australia Gazette.

(2) Where the Minister had given consent under section 22(1) of the Act to the
registration of a company or an intended company by a specified name and the
company had not been registered by that name before the commencement of this
Act, the consent shall be deemed to have been a consent to the reservation or
registration of that name in respect of that company or intended company given
by the Ministerial Council under section 38(2) of the Code.

(3) A licence issued to a company under section 24 of the Act or the
corresponding provision of a previous enactment and in force immediately
before the commencement of this Act continues in force as if-

   (a)  the licence were a licence issued by the Commission under section 66
        of the Code; and

   (b)  where the company was exempt from complying with provisions of the
        Act-the licence exempted the company from complying with the
        corresponding provisions of the Code-

and a reference in the Code to a licence under section 66 of the Code shall be
construed as including a reference to a licence to which this subsection
applies.

(4) A declaration under section 38(7)(b) or (c) of the Act and in force
immediately before the commencement of this Act shall be deemed to be a
declaration made by the Commission under section 97(7)(b) or (c), as the case
may be, of the Code.





(5) A notice under section 38(8) of the Act and in force immediately before
the commencement of this Act shall be deemed to be a notice by the Commission
published under section 97(9) of the Code.

(6) Where, under section 44(3) of the Act, an allotment of shares or
debentures had been exempted from the operation of section 44 of the Act, and
that exemption was in force immediately before the commencement of this Act,
that allotment of shares or debentures shall be deemed to have been exempted
by the Commission, under section 105(3) of the Code, from the operation of
section 105 of the Code.

(7) A declaration under section 69A(2)(b) or (c) of the Act and in force
immediately before the commencement of this Act shall be deemed to be a
declaration made by the Ministerial Council by order published in the Gazette
under section 134(2)(b) or (c), as the case may be, of the Code.

(8) An approval under section 74(1)(e) of the act and in force immediately
before the commencement of this Act shall be deemed to be an approval given by
the Commission under section 152(1)(h) of the Code.

(9) An order under section 74D(2) of the Act and in force immediately before
the commencement of this Act shall be deemed to be an order made by the
Commission under section 156(2) of the Code.

(10) Where, under section 74D(2) of the Act, the trustee for the holders of
debentures had been directed to apply to the Court for an order under section
74D(4) of the Act and at the commencement of this Act the trustee had not
complied with that direction, the trustee shall be deemed to have been
directed by the Commission under section 156(2) of the Code to apply to the
Court for an order under section 156(4) of the Code.

(11) A declaration under section 74F(4)(d) of the Act and in force immediately
before the commencement of this Act shall be deemed to be a declaration made
by the Commission under section 158(10) of the Code.

(12) A notice under section 74F(4)(e) of the Act and in force immediately
before the commencement of this Act shall be deemed to be a notice published
by the Commission under section 158(11)(a) of the Code.

(13) A declaration under section 80(1A) of the Act and in force immediately
before the commencement of this Act shall be deemed to be a declaration made
by the Commission under section 168(2) of the Code.

(14) Where, before the commencement of section 12 of the Companies Act 1975, a
notice was published under section 88 of the Act purporting to exempt a
company, subject to such terms and conditions as were specified in the notice,
from complying with the provisions of section 80(1) of the Act in respect of a
deed specified in the notice, the notice-

   (a)  shall, notwithstanding any provision of the Act or the Code, have
        effect and be deemed always to have had effect according to its tenor;
        and

   (b)  may, notwithstanding any provision of the Code, be varied or revoked
        by the Commission by notice published in the Gazette.





(15) A direction under section 84(3) of the Act and in force immediately
before the commencement of this Act shall be deemed to be a direction given by
the Commission under section 172(5) of the Code.

(16) A declaration under section 84(3A) of the Act and in force immediately
before the commencement of this Act shall be deemed to be a declaration given
by the Commission under section 172(6) of the Code.

(17) Where a company had been exempted by notice under section 88 of the Act
from complying, in relation to an interest, or class of interests, specified
in the notice, with all or any of the provisions of Division 5 of Part IV of
the Act and that exemption was in force immediately before the commencement of
this Act, that company is, subject to such terms and conditions (if any) as
were specified in that notice, deemed to have been exempted from complying, in
relation to that interest, or class of interests, with the provisions of
Division 6 of Part IV of the Code that correspond with the provisions
specified in that notice and, for the purposes of section 176 of the Code, the
notice shall be deemed to have been a notice published in the Gazette under
section 176(1).

(18) An order under section 160(2) of the Act and in force immediately before
the commencement of this Act shall be deemed to be an order made by the
Commission published under section 265(2) of the Code requiring the company to
comply with the provisions of Division 5 of Part V of the Code and of the
regulations made for the purposes of that Division that correspond with the
provisions of the Act specified in the Order.



(19) An order under section 162C(1) of the Act and in force immediately before
the commencement of this Act shall be deemed to be an order made by the
Commission under section 273(1) of the Code relieving the directors of the
company named in the order from compliance with the requirements of the Code
that correspond with the requirements of the Act specified in the order and
shall be deemed-

   (a)  where the order required the directors to comply with other
        requirements relating to the form and content of accounts, group
        accounts or reports-to have been made on condition that the directors
        comply with those requirements; and

   (b)  where the order was limited to a specified period-to be limited to the
        same period.

(20) An order under section 162C(2) of the Act in respect of a specified class
of companies and in force immediately before the commencement of this Act
shall be deemed to be an order made by the Commission under section 273(5) of
the Code relieving the directors of companies included in the specified class
of companies from compliance with the requirements of the Code that correspond
with the requirements of the Act specified in the order and shall be deemed-

   (a)  where the order required the directors of companies included in the
        specified class of companies to comply with other requirements
        relating to the form and content of accounts, group accounts or
        reports-to have been made on condition that the directors comply with
        those requirements; and

   (b)  where the order was limited to a specified period-to be limited to the
        same period.

(21) A proclamation by the Governor in Council or a declaration made by the
Minister by order published in the Government Gazette under section 334(2) of
the Act and in force immediately before the commencement of this Act shall be
deemed to be a declaration made by the Commission by order published in the
Gazette under section 490(3) of the Code.

(22) A proclamation by the Governor in Council or an order by the Minister
published in the Government Gazette under section 339(b) of the Act and in
force immediately before the commencement of this Act shall be deemed to be a
declaration made by the Commission by order published in the Gazette under
section 495(2) of the Code.

(23) A declaration under section 348(5)(b) or (c) of the Act and in force
immediately before the commencement of this Act shall be deemed to be a
declaration made by the Commission by order published in the Gazette under
section 516(7)(b) or (c), as the case may be, of the Code.

(24) Where the Minister had given consent under section 353(1) of the Act to
the registration of a foreign company by a specified name and the foreign
company had not been registered by that name before the commencement of this
Act, the consent shall be deemed to be a consent given by the Ministerial
Council under section 38(2) of the Code.

(25) Where the Minister had given consent under section 353(2) of the Act to
the registration of a change in the name of a foreign company to a specified
new name and the change of name had not been registered before the
commencement of this Act, the consent shall be deemed to be a consent to the
reservation or registration of that name in respect of that foreign company
given by the Ministerial Council under section 38(2) of the Code.

(26) Where, under section 374(2) of the Act, a corporation had been exempted
from the provisions of section 374(1) of the Act, and that exemption was in
force immediately before the commencement of this Act, that corporation shall
be deemed to have been exempted by the Commission by instrument in writing
published in the Gazette under section 552(2) of the Code from the provisions
of section 552(1) of the Code.