Victorian Consolidated Legislation

Companies (Application of Laws) Act 1981 - SECT 41

Foreign companies

41. Foreign companies



(1) A corporation formed outside the State, other than a corporation that is a
recognised company for the purposes of the Companies (Victoria) Code, that
was, immediately before the commencement of this Act, registered as a foreign
company under the Companies Act 1961 shall be deemed to be registered, as from
the commencement of this Act, as a foreign company for the purposes of the
Companies (Victoria) Code.

(2) A corporation formed outside Australia and the external Territories that
was, immediately before the commencement of this Act, registered as a foreign
company under the Companies Act 1961, may within one month after the date of
commencement of this Act, or within such further period as the Commission
allows, lodge with the Commission a notice in the prescribed form-

   (a)  stating whether the corporation wishes to continue to be registered as
        a foreign company under the Companies (Victoria) Code; and

   (b)  if the corporation states that it does not wish to continue to be
        registered as a foreign company under that Code-specifying one State
        or Territory (being a State or Territory under the law of which the
        corporation was registered as a foreign company immediately before the
        commencement of this Act and which is a participating State or a
        participating Territory) as the State or Territory under the law of
        which the corporation wishes to be registered as a foreign company.



(3) A corporation is not entitled pursuant to paragraph (b) of subsection (2)-

   (a)  to specify a State in a notice if the corporation has specified a
        different State or a Territory in a notice under a corresponding
        provision of the law of a participating State or participating
        Territory; or

   (b)  to specify a Territory in a notice if the corporation has specified a
        State or another Territory in a notice under a corresponding provision
        of the law of a participating State or participating Territory.

(4) Where a corporation to which subsection (2) applies lodges with the
Commission a notice under that subsection specifying pursuant to paragraph (b)
of subsection (2) a State or Territory as the State or Territory under the law
of which the corporation wishes to be registered as a foreign company-

   (a)  the corporation shall, as from the date on which the notice is so
        lodged, cease to be registered as a foreign company for the purposes
        of the Companies (Victoria) Code; and

   (b)  the registered office of the corporation in the State the situation of
        which was specified-

   (i)  in a case to which subparagraph (ii) does not apply-in a notice lodged
        under subsection 346(1) of the Companies Act 1961; or





   (ii) if a notice or notices has or have been lodged under section 347(1) of
        that Act in relation to the situation of the registered office of the
        corporation-in that notice or in the later or latest of those notices-
        shall be deemed to be the principal office within the State of the
        corporation for the purposes of section 507 of the Companies
        (Victoria) Code.

(5) In this section, external Territory means a Territory of the Commonwealth,
other than the Australian Capital Territory, the Jervis Bay Territory or the
Northern Territory, for the government of which as a Territory provision is
made by an Act of the Commonwealth.