Victorian Consolidated Legislation

Companies (Application of Laws) Act 1981 - SCHEDULE 1

The provisions of the Commonwealth Act apply as if-
1. Unless inconsistent with another provision of this Schedule-

   (a)  for the words "law of a State or of another Territory" and "law of a
        State or another Territory" in the Commonwealth Act (wherever
        occurring) there were substituted the words "law in force in another
        State or in a Territory";

   (b)  for the words "of a State or of another Territory" and "of a State or
        another Territory" in the Commonwealth Act (wherever occurring
        otherwise than immediately after the word "law") there were
        substituted the words "of another State or of a Territory";

   (c)  for the words "commencement of this Act" in the Commonwealth Act
        (wherever occurring) there were substituted the expression
        "commencement of the Companies (Application of Laws) Act 1981";

   (d)  for the expression "Companies (Acquisition of Shares) Act 1980" in the
        Commonwealth Act (wherever occurring) there were substituted the
        expression "Companies (Acquisition of Shares) (Victoria) Code";

   (e)  for the expression "Companies Ordinance 1962" in the Commonwealth Act
        (wherever occurring) there were substituted the expression "Companies
        Act 1961";

   (f)  for the expression "Securities Industry Act 1980" in the Commonwealth
        Act (wherever occurring) there were substituted the expression
        "Securities Industry (Victoria) Code";

   (g)  for the words "the Territory" in the Commonwealth Act (wherever
        occurring) there were substituted the words "the State";

   (h)  for the words "this Act" in the Commonwealth Act (wherever occurring,
        except where occurring in conjunction with the words "commencement
        of") there were substituted the words "this Code".

   (i)  For the words "law of a participating State or of a participating
        Territory" and "law of a participating State or participating
        Territory" in the Commonwealth Act (wherever occurring) there were
        substituted the words "law in force in a participating State or in a
        participating Territory";

   (j)  For the words "law of the participating State or participating
        Territory" and "law of the participating State or of the participating
        Territory" in the Commonwealth Act (wherever occurring) there were
        substituted the words "law in force in the participating State or in
        the participating Territory";

   (k)  For the words "law of that State or Territory" in the Commonwealth Act
        (wherever occurring) there were substituted the words "law in force in
        that State or Territory";

   (l)  For the words "law, or a previous law, of a State or of another
        Territory" and "law, or a previous law, of a State or another
        Territory" in the Commonwealth Act (wherever occurring) there were
        substituted the words "law, or a previous law, in force in another
        State or in a Territory"; and

   (m)  For the words "law, or of the previous law, of that State or
        Territory" in the Commonwealth Act (wherever occurring) there were
        substituted the words "law, or of the previous law, in force in that
        State or Territory."
2. In section 5(1) of the Commonwealth Act-

   (a)  after the definition of banker's books there were inserted the
        following definition: 'Banking Act 1959 means the Banking Act 1959 of
        the Commonwealth as amended and in force for the time being;';

   (b)  after the definition of banking corporation there were inserted the
        following definition: 'Bankruptcy Act 1966 means the
        Bankruptcy Act 1966 of the Commonwealth as amended and in force for
        the time being;';

   (c)  for the definition of Companies Ordinance 1962 there were substituted
        the following definitions: 'Commissioner for Corporate Affairs means
        the Commissioner for Corporate Affairs under the
        Companies (Administration) Act 1981; Commonwealth Minister means the
        Minister of State for the Commonwealth for the time being
        administering the Companies Act 1981 of the Commonwealth as amended
        and in force for the time being; Companies (Victoria) Code or Code
        means the provisions applying by reason of section 6 of the
        Companies (Application of Laws) Act 1981;';

   (d)  after the definition of contributory there were inserted the following
        definition: 'co-operative company has the same meaning as in Division
        9 of Part III of the Income Tax Assessment Act 1936 of the
        Commonwealth as amended and in force for the time being;';

   (e)  in the definition of corporation-

   (i)  after paragraph (a) there were inserted the word "or"; and

   (ii) paragraphs (c), (d) and (e) were repealed;

   (f)  after the definition of insolvent under administration there were
        inserted the following definition: 'Insurance Act 1973 means the
        Insurance Act 1973 of the Commonwealth as amended and in force for the
        time being;';

   (g)  after the definition of leave of absence there were inserted the
        following definition: 'Life Insurance Act 1945 means the Life
        Insurance Act 1945 of the Commonwealth as amended and in force for the
        time being;';

   (h)  in the definition of lodged-

   (i)  the word "or" at the end of paragraph (a) were repealed; and

   (ii) after paragraph (b) there were inserted the following word and
        paragraph: "or

   (c)  in relation to the Commissioner for Corporate Affairs-lodged or filed
        with the Commissioner for Corporate Affairs under any corresponding
        previous law of the State;";

   (i)  after the definition of mining purposes there were inserted the
        following definitions: 'Minister means the Minister of State for
        Victoria for the time being administering the
        Companies (Application of Laws) Act 1981;
        National Companies and Securities Commission Act 1979 means the
        National Companies and Securities Commission Act 1979 of the
        Commonwealth as amended and in force for the time being;';

   (j)  for the definition of Registrar of Companies there were substituted
        the following definition: 'Registrar of Companies means a person who
        held office as Registrar of Companies, Deputy Registrar or Assistant
        Registrar under the Companies Act 1961 or a corresponding previous
        enactment;';

   (k)  after the definition of Registrar of Companies there were inserted the
        following definition: 'Regulations means the provisions applying as
        regulations made under this Code by reason of section 7 of the
        Companies (Application of Laws) Act 1981;';

   (l)  for the definition of rules there were substituted the following
        definition: 'Rules means rules of the Supreme Court;';

   (m)  in the definition of takeover bid for "that Act" there were
        substituted "that Code".

3. After section 5(9) of the Commonwealth Act, there were inserted the
following subsection:

"(10) In this Code-

   (a)  a reference to a previous law, or provision of a previous law, or
        previous enactment, of Victoria or of the State corresponding to, or
        to a provision of, this Code includes a reference to, or to a
        provision of, the Companies Act 1961; and

   (b)  a reference to a previous law, or provision of a previous law, or
        previous enactment, of another State or of a Territory corresponding
        to, or to a provision of, this Code includes a reference to, or to a
        provision of, the law of that State or Territory corresponding to the
        Companies Act 1961.".
4. In section 12 of the Commonwealth Act-

   (a)  for the words "relevant Act" (wherever occurring) there were
        substituted the words "relevant Code"; and

   (b)  for subsection (1)(b)(ii) there were substituted the following
        subparagraph:

"(ii) a contravention of, or failure to comply with a provision of the
Companies Act 1961 as in force at any time or of a previous law in force in a
participating State or in a participating Territory that corresponded with
that Act; or".
5. In section 13(1) of the Commonwealth Act, for the words "Australian Federal
Police" there were substituted the words "Police Force of Victoria".
5A. In section 16A of the Commonwealth Act for the words "relevant Act"
(wherever occurring) there were substituted the words "relevant Code".

6. In section 18(7)(a) of the Commonwealth Act, after the words "Companies
Auditors and Liquidators Disciplinary Board" there were inserted the
expression "constituted under the Companies (Administration) Act 1981".
7. In section 19 of the Commonwealth Act, after the words "Auditor-General"
there were inserted the words "of Victoria".
8. In section 20(8)(a) and (9)(a) of the Commonwealth Act, after the words
"Companies Auditors and Liquidators Disciplinary Board" there were inserted
the expression "constituted under the Companies (Administration) Act 1981".
9. For subsection (4) of section 22 of the Commonwealth Act there were
substituted the following subsection:
'(4) In this section, local authority means the Commissioner for Corporate
Affairs.'.
10. In section 30A of the Commonwealth Act-

   (a)  in the interpretation of Board after the words "Disciplinary Board"
        there were inserted the expression "constituted under the Companies
        (Administration) Act 1981"; and

   (b)  in the interpretation of Chairman for the expression "section 7 of the
        Companies Auditors and Liquidators Disciplinary Board Ordinance 1982"
        there were substituted the expression "section 11 of the Companies
        (Administration) Act 1981".
10A. In section 30D(8) of the Commonwealth Act for the word "Commonwealth"
there were substituted the word "Crown".

10B. Section 30L of the Commonwealth Act were repealed.

10C. In section 30O(3) and (4) of the Commonwealth Act for the word
"Commonwealth" (where twice occurring) there were substituted the word
"Crown".
10D. In section 30S of the Commonwealth Act, after the expression "Act 1983"
there were inserted the words "of the Commonwealth".

10E. In section 30D(11) of the Commonwealth Act after the expression "1985"
there were inserted the words "of the Commonwealth".

11. In section 31(2) and (5) of the Commonwealth Act, for the words "the
Registrar of Companies" there were substituted the words "the Commissioner for
Corporate Affairs or the Registrar of Companies".
11A. In section 31(2)(a)(iib) of the Commonwealth Act after the expression
"1985" there were inserted the words "of the Commonwealth".

12. In section 32(1) of the Commonwealth Act, for the words "the Registrar of
Companies" there were substituted the words "the Commissioner for Corporate
Affairs or the Registrar of Companies".
13. In section 33 of the Commonwealth Act-

   (a)  in paragraph (a) of subsection (3), for the words "under this Act or
        is formed pursuant to another Act, an Ordinance" there were
        substituted the words "under this Code or is formed pursuant to an
        Act"; and

   (b)  in subsection (4), for the words "under this Act and is not formed
        pursuant to another Act" there were substituted the words "under this
        Code and is not formed pursuant to an Act".
14. After section 36(7) of the Commonwealth Act, there were inserted the
following subsection:

"(8) This section does not apply to or in relation to a co-operative
company.".

15. In section 46(9) of the Commonwealth Act, for the words "in a State or
another Territory" there were substituted the words "in another State or in a
Territory".
16. In section 52(8) of the Commonwealth Act, for the words "in a State or
another Territory" there were substituted the words "in another State or in a
Territory".
17. In section 55(8) of the Commonwealth Act, for the words "in a State or
another Territory" there were substituted the words "in another State or in a
Territory".
18. In section 59 of the Commonwealth Act, for the words "in a State or
another Territory" there were substituted the words "in another State or in a
Territory".
19. In section 66A of the Commonwealth Act after the expression "1985" there
were inserted the expression "of the Commonwealth".

19A. In section 67(4) of the Commonwealth Act after the expression "Act 1983"
there were inserted the words "of the Commonwealth".

19B. In section 68A(3)(b) of the Commonwealth Act, before the words "the
Registrar of Companies" there were inserted the words "the Commissioner for
Corporate Affairs or".
19C. In section 68C of the Commonwealth Act, before the words "the Registrar
of Companies" (wherever occurring) there were inserted the words "the
Commissioner for Corporate Affairs or".
19D. In section 73(4A) of the Commonwealth Act, after the expression "Act
1983" there were inserted the words "of the Commonwealth".

20. In section 77(1) and (2) of the Commonwealth Act, for the expression "1
October 1954" there were substituted the expression "31 January 1911".
21. In section 85(6)(b) of the Commonwealth Act, for the words "Corporate
Affairs Commission for the Territory" there were substituted the words
"Commissioner for Corporate Affairs".
22. In section 90(6) of the Commonwealth Act-

   (a)  for the expression "the Companies (Transitional Provisions) Act 1981"
        there were substituted the expression "Part III of the Companies
        (Application of Laws) Act 1981"; and

   (b)  for the words "as if this Act" there were substituted the words "as if
        that Act".
23. In section 99(5) of the Commonwealth Act, for the words "or any other Act"
there were substituted the words "Code or any Act".
24. In section 122(1)(a) of the Commonwealth Act, for the words "this or any
other Act" there were substituted the words "this Code or of any Act".
25. In section 123(15) of the Commonwealth Act, for the expression "Companies
(Acquisition of Shares) Act 1980 or a corresponding law of a participating
State or participating Territory, or of regulations made under that Act or
under such a corresponding law," there were substituted the words "Companies
(Acquisition of Shares) (Victoria) Code or a corresponding law in force in a
participating State or participating Territory, or of regulations applying
under that Code or applying or made under such a corresponding law,".
26. After section 123(15) of the Commonwealth Act there were inserted the
following subsection:

"(16) Where land under the operation of the Transfer of Land Act 1958 is
comprised in a plan of strata subdivision registered under the Strata Titles
Act 1967, a plan of cluster subdivision registered under the Cluster Titles
Act 1974 or a plan of subdivision registered under the Subdivision Act 1988
and at the time of registration of the plan the proprietor of that land was a
company, the transfer by the company of any unit on the plan of strata
subdivision or lot on the plan of cluster subdivision or the plan of
subdivision in exchange for or in satisfaction of a right of a kind referred
to in subsection (13) shall not of itself constitute, and shall be deemed
never to have constituted, a reduction of the share capital of the company.".
27. In section 129 of the Commonwealth Act-

   (a)  for the expression in paragraph (a) of subsection (6) "Act 1980" there
        were substituted the words "(Victoria) Code"; and

   (b)  for the words in subsection (17) "if this Act" there were substituted
        the words "if that Act".
27AA. In section 130B(2)(b) of the Commonwealth Act, for "that Act" there were
substituted "that Code".

27AB. In section 130G(8) of the Commonwealth Act, for "that Act" there were
substituted "that Code".

27AC. In section 133BB of the Commonwealth Act, in the definition of national
newspaper, for "the Territory" there were substituted "the Australian Capital
Territory".
27AD. In section 133FB(14) of the Commonwealth Act, for "that Act" there were
substituted "that Code".

27A. In section 136(12)(b) of the Commonwealth Act, after the expression "Act
1986" there were inserted the words "of the Commonwealth".

28. In section 152(7) of the Commonwealth Act, for the expression "1 September
1966" there were substituted the expression "1 February 1964".
29. In section 154(5) of the Commonwealth Act, for the expression "1 September
1966" there were substituted the expression "1 February 1964".
30. In section 164(1) of the Commonwealth Act for the words "the Australian
Capital Territory" (wherever occurring) there were substituted the word
"Victoria".
30AA. In section 164(4) of the Commonwealth Act, after "1989" there were
inserted "of the Commonwealth".

30A. In section 166(6) of the Commonwealth Act after the expression "1985"
there were inserted the words "of the Commonwealth".
30B. In section 174A(1) of the Commonwealth Act, after "1989" there were
inserted "of the Commonwealth".

31. In section 172(5)(a) of the Commonwealth Act, for the words "Corporate
Affairs Commission for the Territory" there were substituted the words
"Commissioner for Corporate Affairs".
32. In the interpretation of prescribed corporation in section 189(1) of the
Commonwealth Act, for the words "that is under the regulations a prescribed
corporation" there were substituted the expression "that is, by reason of
section 16(2) of the Companies (Application of Laws) Act 1981, a prescribed
corporation".
33. In section 199(5) of the Commonwealth Act, for the words "an office of the
Commission" there were substituted the words "the office of the Commissioner
for Corporate Affairs".
33A. In section 200(4B) of the Commonwealth Act, for the expression "Parts IV
and V of the Instruments Ordinance 1933" there were substituted the expression
"Parts VII and VIII of the Instruments Act 1958".
34. In section 204 of the Commonwealth Act, subsection (5) were repealed.
35. In section 209(1) of the Commonwealth Act, for the words "Registrar of
Companies" there were substituted the words "Commissioner for Corporate
Affairs or the Registrar of Companies".

36. In section 211 of the Commonwealth Act-

   (a)  in subsection (1)-

   (i)  in paragraph (a) for the expression "Instruments Ordinance 1933" there
        were substituted the expression "Instruments Act 1958";

   (ii) in paragraph (b) for the word "Ordinance" there were substituted the
        word "Act"; and

   (iii) in paragraph (c) for the word "Ordinance" there were substituted the
        word "Act";

   (b)  in subsection (2)-

   (i)  in paragraph (a) for the expression "Part III of the Instruments
        Ordinance 1933" there were substituted the expression "Part IX of the
        Instruments Act 1958"; and

   (ii) for the expression "Part III of that Ordinance" there were substituted
        the expression "Part IX of that Act";

   (c)  in subsection (3)-

   (i)  in paragraph (a) for the expression "Part IV of the Instruments
        Ordinance 1933" there were substituted the expression "Part VII of the
        Instruments Act 1958"; and

   (ii) for the expression "sections 18, 19 and 20, sub-section 21(1) and
        section 24 of that Ordinance have effect in relation to the crop lien,
        as if the crop lien had been duly registered under Part IV of that
        Ordinance" there were substituted the expression "sections 62, 63, 64,
        65 and 67 of that Act have effect in relation to the crop lien, as if
        the crop lien had been duly registered under Part VII of that Act";

   (d)  in subsection (4)-

   (i)  in paragraph (a) for the expression "Part V of the Instruments
        Ordinance 1933" there were substituted the expression "Part VIII of
        the Instruments Act 1958"; and

   (ii) for the expression "section 26, sub-section 29(1) and sections 33 and
        34 of that Ordinance have effect in relation to the wool lien, as if
        the wool lien had been duly registered under Part V of that Ordinance"
        there were substituted the expression "sections 71, 77 and 81 of that
        Act have effect in relation to the wool lien, as if the wool lien had
        been duly registered under Part VIII of that Act";

   (e)  in subsection (5)-

   (i)  in paragraph (a) for the expression "Part V of the Instruments
        Ordinance 1933" there were substituted the expression "Part VIII of
        the Instruments Act 1958"; and

   (ii) for the expression "sub-section 29(1) and sections 33 and 34 of that
        Ordinance have effect in relation to the stock mortgage, as if the
        stock mortgage had been duly registered under Part V of that
        Ordinance" there were substituted the expression "sections 75, 77 and
        81 of that Act have effect in relation to the stock mortgage, as if
        the stock mortgage had been duly registered under Part VIII of that
        Act"; and

   (f)  in subsection (7), after the expression "Act (No. 1) 1984" there were
        inserted the words "of the Commonwealth".
37. In section 213 of the Commonwealth Act for the words "the Australian
Capital Territory" there were substituted the word "Victoria".
37A. For section 215A of the Commonwealth Act there were substituted the
following section:



"215A (1) Notwithstanding section 18 of the Companies (Application of Laws)
Act 1981-

   (a)  Division 7 of Part IV of the Companies Act 1961; and

   (b)  any other provisions of that Act that are necessary for the effectual
        operation of that Division- continue in force, as if that section had
        not been enacted, in relation to-

   (c)  any charge created by a corporation before the commencement of the
        Companies (Application of Laws) Act 1981; and

   (d)  any charge to which property acquired by a corporation before the
        commencement of that Act was subject when the property was so
        acquired-
and the provisions of this Division do not apply in relation to any such
charge.

(2) Subsection (1) operates in substitution for section 30 of the
Companies (Application of Laws) Act 1981.".
37B. In section 215C(9), (10) and (11) of the Commonwealth Act after the
expression "Act 1983" there were inserted the words "of the Commonwealth".
37C. In section 222(1A) of the Commonwealth Act after the expression "Act
1983" there were inserted the words "of the Commonwealth".

37D. In section 227A(5) of the Commonwealth Act-

   (a)  for the words "relevant Act" there were substituted the words
        "relevant enactment"; and

   (b)  after the expression "Act 1983" there were inserted the words "of the
        Commonwealth".
37E. In section 227A(6) of the Commonwealth Act-

   (a)  for the words "relevant Act" (wherever occurring) there were
        substituted the words "relevant enactment"; and

   (b)  for the words "relevant Acts" there were substituted the words
        "relevant enactments".
37F. In section 227A(7) of the Commonwealth Act, for paragraph (b) there were
substituted the following paragraph:
'(b) Each of the following laws is a relevant enactment:

   (i)  This Code, the Companies (Acquisition of Shares) (Victoria) Code and
        the Securities Industry (Victoria) Code;

   (ii) The Companies Act 1961 and any corresponding previous enactment and
        the Securities Industry Act 1975 and any corresponding previous
        enactment;

   (iii) A law in force in another State or in a Territory that corresponds
        with a Code referred to in subparagraph (i); and

   (iv) An Act or enactment of another State or of a Territory that
        corresponds with the whole or any part of an Act or enactment referred
        to in subparagraph (ii); and'
37G. In section 232(4C) of the Commonwealth Act after the expression "1985"
there were inserted the words "of the Commonwealth".

38. In section 233(7) of the Commonwealth Act-

   (a)  for the expression "1 October 1954" (wherever occurring) there were
        substituted the expression "1 July 1962"; and

   (b)  in paragraph (b) of the interpretation of exempt benefit for the words
        "if this Act had not been enacted" there were substituted the
        expression "if the Companies (Application of Laws) Act 1981 had not
        been enacted".
39. In section 238(10) of the Commonwealth Act, for the words "Registrar of
Companies" there were substituted the words "Commissioner for Corporate
Affairs or the Registrar of Companies".
39AA. In section 238(11) of the Commonwealth Act after the expression "1985"
there were inserted the words "of the Commonwealth".

39A. In section 241(6) of the Commonwealth Act, after the expression "Act
1983" there were inserted the words "of the Commonwealth".

39AB. In section 260(8A) of the Commonwealth Act-

   (a)  for the words "made by" there were substituted the words "effected
        by"; and

   (b)  after the expression "1985" there were inserted the words "of the
        Commonwealth".
39B. In section 261(22) of the Commonwealth Act after the expression "Act
1983" there were inserted the words "of the Commonwealth".

39C. In section 263(4) and (5) of the Commonwealth Act after the expression
"Act 1985" there were inserted the words "of the Commonwealth".

39D. In section 263(4A) of the Commonwealth Act, after "1989" there were
inserted "of the Commonwealth".

40. In section 265(1)(b) of the Commonwealth Act, for the words "Corporate
Affairs Commission for the Territory" there were substituted the words
"Commissioner for Corporate Affairs".
41. In section 267(2) of the Commonwealth Act, for the words "A company shall"
there were substituted the expression "Subject to section 53Q of the Evidence
Act 1958, a company shall".
41AA. In section 269(14) of the Commonwealth Act, after the expression "Act
1985" there were inserted the words "of the Commonwealth".

41A. In section 269(13) of the Commonwealth Act after the expression "Act
1983" there were inserted the words "of the Commonwealth";

41B. In section 270(3A) of the Commonwealth Act, after the expression "Act
1983" there were inserted the words "of the Commonwealth";

41C. In section 270(14) of the Commonwealth Act after the expression "Act
1983" there were inserted the words "of the Commonwealth".

41D. In section 275A(5) of the Commonwealth Act after the expression "Act
1985" there were inserted the words "of the Commonwealth".

42. In section 277(2)(e) of the Commonwealth Act, for the expression "Business
Names Ordinance 1963" there were substituted the expression "Business Names
Act 1962".
42A. In section 279(6B) of the Commonwealth Act after the expression "Act
1985" there were inserted the words "of the Commonwealth";



* * * * *

44. In section 289 of the Commonwealth Act-

   (a)  For paragraph (a) of the definition of relevant authority in
        subsection (1) there were substituted the following paragraphs-

"(a) in the case of a direction given by the Commonwealth Minister other than
a direction that has been approved by the Ministerial Council under subsection
291(6)-the Commonwealth Minister;

   (aa) in the case of a direction given by the Minister other than a
        direction that has been approved by the Ministerial Council under
        subsection 291(6)-the Minister; or"; and

   (b)  Subsection (7) were repealed.
45. In section 291 of the Commonwealth Act-

   (a)  in subsection (2) for the words "the Minister" (where twice occurring)
        there were substituted the words "the Commonwealth Minister";

   (b)  in subsection (4) for the words "the Minister" there were substituted
        the words "the Minister or the Commonwealth Minister"; and

   (c)  in subsection (6) for the expression "or under sub-section (1) or (2)
        of this section" there were substituted the expression "or under
        subsection (1) of this section or by the Commonwealth Minister under
        subsection (2) of this section".
46. Subsection (4) of section 295 of the Commonwealth Act were repealed.
47. In section 306 of the Commonwealth Act-

   (a)  the word "and" at the end of section 306(6)(a) were repealed;

   (b)  in section 306(6)(b) for the word "Commonwealth" there were
        substituted the following expression and paragraph: "state; and

   (c)  the Commonwealth Minister may cause to be printed and published the
        whole or any part of a report under this Part that relates to an
        investigation the expenses of which are, under the Agreement, to be
        borne by the Commonwealth.";

   (c)  in section 306(7) for the words "Ministerial Council or the Minister"
        (where four times occurring) there were substituted the words
        "Ministerial Council, the Minister or the Commonwealth Minister".
48. After section 306(13) of the Commonwealth Act there were inserted the
following subsection:

"(14) Nothing in this section operates to diminish the protection afforded to
witnesses by the Evidence Act 1958.".
49. For section 314 of the Commonwealth Act there were substituted the
following section:

"314. This Part binds the Crown in right of Victoria and, so far as the
legislative power of the Parliament permits, the Crown in all its other
capacities.".
50. In section 315 of the Commonwealth Act-

   (a)  in subsection (3) for the words "a State or another Territory" there
        were substituted the words "another State or in a Territory";

   (b)  in subsection (19) for the words "filed with the Registrar of the
        Supreme Court of the Australian Capital Territory" there were
        substituted the words "filed in the office of the Prothonotary of the
        Supreme Court of Victoria"; and

   (c)  in subsection (19) for the words "in the Australian Capital Territory"
        there were substituted the words "in Victoria".
51. In section 315(20) of the Commonwealth Act, for the words "the Australian
Capital Territory" there were substituted the word "Victoria".
52. In section 317(4) of the Commonwealth Act-

   (a)  for the words "filed with the Registrar of the Supreme Court of the
        Australian Capital Territory" there were substituted the words "filed
        in the office of the Prothonotary of the Supreme Court of Victoria";
        and

   (b)  for the words "in the Australian Capital Territory" there were
        substituted the words "in Victoria".
53. In section 318(11), (12), (13) and (15) of the Commonwealth Act, for the
expression "Unclaimed Moneys Ordinance 1950" (wherever occurring) there were
substituted the expression "Unclaimed Moneys Act 1962".
54. In section 318(15) of the Commonwealth Act, for the word "Commonwealth"
there were substituted the word "State".
55. For section 322 of the Commonwealth Act there were substituted the
following section:

"322. This Part binds the Crown in right of Victoria and, so far as the
legislative power of the Parliament permits, the Crown in all its other
capacities.".
55A. In section 323(1B) of the Commonwealth Act after the expression "Act
1983" there were inserted the words "of the Commonwealth".
55B. In section 324A(5) of the Commonwealth Act after the expression "Act
1983" there were inserted the words "of the Commonwealth".

55C. In section 324A(6) of the Commonwealth Act-

   (a)  for the words "made by" there were substituted the words "effected
        by"; and

   (b)  after the expression "1985" there were inserted the words "of the
        Commonwealth".
56. For section 334 of the Commonwealth Act there were substituted the
following section:

"334. This Part binds the Crown in right of Victoria and, so far as the
legislative power of the Parliament permits, the Crown in all its other
capacities.".
57. In section 335(9)(b) of the Commonwealth Act-

   (a)  for the words "in each State or other Territory" there were
        substituted the words "in each other State and each Territory"; and

   (b)  for the words "that State or other Territory" there were substituted
        the words "that other State or in that Territory".
58. For section 358 of the Commonwealth Act there were substituted the
following section:

"358. This Part binds the Crown in right of Victoria and, so far as the
legislative power of the Parliament permits, the Crown in all its other
capacities.".
58A. In section 363(1)(h) of the Commonwealth Act after the expression "1987"
there were inserted the words "of the Commonwealth".

59. In section 398(2)(d) of the Commonwealth Act-

   (a)  for the words "in each State or other Territory" there were
        substituted the words "in each other State and each Territory"; and

   (b)  for the words "that State or other Territory" there were substituted
        the words "that other State or in that Territory".
60. In section 425(2) of the Commonwealth Act, after the expression "1936"
there were inserted the words "of the Commonwealth as amended and in force for
the time being".
61. In section 427 of the Commonwealth Act-

   (a)  for the word "Minister" (wherever occurring) there were substituted
        the words "Treasurer of Victoria";

   (b)  for the expression "6 years" in sub-ection (6) there were substituted
        the expression "3 months"; and

   (c)  for the words "Consolidated Revenue Fund" (wherever occurring) there
        were substituted the words "Consolidated Fund".
62. In section 428 of the Commonwealth Act-

   (a)  for sub-ection (1) there were substituted the following sub-section:
'(1) There shall be established in the Treasury in the Public Account as part
of the Trust Fund a trust account to be called the "Companies Liquidation
Account".';

   (b)  for the word "Minister" in sub-ection (2) there were substituted the
        words "Treasurer of Victoria"; and

   (c)  sub-ection (4) were repealed.
63. In section 441(h) of the Commonwealth Act-

   (a)  for the words in subparagraph (i) "an Act or a law of the Territory"
        there were substituted the words "an Act of the Commonwealth or a law
        of the Australian Capital Territory";

   (b)  for the words in subparagraphs (ii), (iii) and (v) "State Act or law
        of another Territory" there were substituted the words "Act or Act of
        any other State or law of a Territory other than the Australian
        Capital Territory"; and

   (c)  for the words in subparagraph (iv) "an Act" there were substituted the
        words "an Act of the Commonwealth".
64. In section 462 of the Commonwealth Act-

   (a)  for the word "Minister" (wherever occurring) there were substituted
        the words "Treasurer of Victoria"; and

   (b)  for the words in sub-section (5) "Consolidated Revenue Fund" there
        were substituted the words "Consolidated Fund".
65. In section 463 of the Commonwealth Act, for the word "Commonwealth" there
were substituted the word "Crown".
66. In section 465 of the Commonwealth Act, for the words "with the Registrar
of the Supreme Court of the Territory" there were substituted the words "in
the office of the Prothonotary of the Supreme Court of the State".
67. In section 466 of the Commonwealth Act, for the words "Registrar of the
Supreme Court of the Territory" there were substituted the words "Prothonotary
of the Supreme Court of the State".
68. In section 467 of the Commonwealth Act, for the word "Registrar" there
were substituted the word "Prothonotary".
69. In section 493(5) of the Commonwealth Act, for the words "State Act" there
were substituted the words "Act of the Commonwealth or of another State".
70. In section 495(1) of the Commonwealth Act, for the words "State or other
Territory" there were substituted the words "other State or in a Territory".
70A. In section 516(6A) of the Commonwealth Act after the expression "1985"
there were inserted the words "of the Commonwealth".

71. In section 516(7) of the Commonwealth Act-

   (a)  for the words "a State of another Territory" (where twice occurring)
        there were substituted the words "another State, of a Territory";

   (b)  for the words "a State, of another Territory" (where twice occurring)
        there were substituted the words "another State, or a Territory"; and

   (c)  in paragraph (e) for the words "State or other Territory" there were
        substituted the words "other State or of the Territory".
72. In section 531 of the Commonwealth Act, sub-section (3) were repealed.
73. In section 534 of the Commonwealth Act-

   (a)  for the expression "Unclaimed Moneys Ordinance 1950" (wherever
        occurring) there were substituted the expression "Unclaimed Moneys Act
        1962";

   (b)  in subsection (5) for the words "that Ordinance" there were
        substituted the words "that Act"; and

   (c)  in subsection (6) for the words "the Commonwealth" there were
        substituted the word "Victoria".
73A. In section 562(4A) of the Commonwealth Act after the expression "1985"
there were inserted the words "of the Commonwealth".

74. In section 552 of the Commonwealth Act, after subsection (16) there were
inserted the following subsections:
'(17) The provisions of this section do not apply to offers of shares in a
co-operative company being a company within the meaning of this Code the name
of which lawfully contains the word "co-operative" and which-

   (a)  immediately before the commencement of the Companies Act 1958 was a
        company to which section 356 of the Companies Act 1938 did not apply;

   (b)  immediately before the commencement of the
        Companies (Application of Laws) Act 1981 was exempted for the time
        being from the provisions of section 374 of the Companies Act 1961 by
        order of the Governor in Council; or

   (c)  is exempted for the time being from the provisions of this section by
        order of the Governor in Council.

(18) The Governor in Council may at any time by order published in the
Government Gazette declare that any such company shall cease to be a
co-operative company for the purposes of this section and thereupon this
section shall have effect accordingly.'.
75. In section 567 of the Commonwealth Act, after the words "If a company"
there were inserted the expression "other than a company incorporated before
24 December 1896".
76. In section 568 of the Commonwealth Act, for the words "in a State or in
another Territory" there were substituted the words "in another State or in a
Territory".
76A. In section 570A of the Commonwealth Act-

   (a)  in subsection (1) after the expression "Act 1983" there were inserted
        the words "of the Commonwealth";

   (b)  in paragraph (b) of subsection (2) for the expression "Act 1980" there
        were substituted the words "(Victoria) Code"; and

   (c)  in subsection (7)-

   (i)  for the words "provision of this Act" there were substituted the words
        "provision of this Code"; and

   (ii) for the words "any other Act" there were substituted the words "any
        other Code or any Act";

   (d)  for subsection (8) there were substituted the following subsection:

"(8) In this section- authority includes a person; prescribed means prescribed
by the Companies (Application of Laws) Act 1981 or by the Companies (Victoria)
Regulations.".
76B. In section 571(7) of the Commonwealth Act after the expression "1985"
there were inserted the words "of the Commonwealth".

77. In the heading preceding section 576 of the Commonwealth Act, the words
"and Regulations" were repealed.
78. In section 576 of the Commonwealth Act, for the expression "The power to
make rules of court conferred by section 28 of the Australian Capital
Territory Supreme Court Act 1933 extends to making rules of court" there were
substituted the expression "The judges of the Court may, subject to the
Supreme Court Act 1958, make rules".
79. Section 577 of the Commonwealth Act were repealed.
80. Division 4 of Part XIV of the Commonwealth Act were repealed.
81. Schedule 1 to the Commonwealth Act were repealed.
82. In Schedule 3 to the Commonwealth Act-

   (a)  for the words "the Act" (wherever occurring) there were substituted
        the words "the Code";

   (b)  in regulation 1 of Table A-

   (i)  for the expression ' "Act" means the Companies Act 1981' there were
        substituted the words ' "Code" means the Companies (Victoria) Code';

   (ii) in subregulation (2) for the expression "Act 1980" there were
        substituted the words "(Victoria) Code"; and

   (iii) in subregulation (2) for the expression "Companies Act 1981" there
        were substituted the words "Companies (Victoria) Code"; and

   (c)  in regulation 1 of Table B-

   (i)  for the expression ' "Act" means the Companies Act 1981' there were
        substituted the words ' "Code" means the Companies (Victoria) Code';

   (ii) in subregulation (2) for the expression "Act 1980" there were
        substituted the words "(Victoria) Code"; and

   (iii) in subregulation (2) for the expression "Companies Act 1981" there
        were substituted the words "Companies (Victoria) Code".
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