Western Australian Consolidated Acts Western Australian Consolidated Acts In this Act and the
Schedules hereto, and any rules made thereunder, the following terms have the
meanings hereinafter respectively assigned to them, if not inconsistent with
the context or subject matter: —
Articles means the articles of association of a
company as originally framed or as altered by special resolution, including,
so far as they apply to the company, the regulations contained (as the case
may be) in Table A or Table B in the Second Schedule.
Attorney , in relation to companies, includes
agent, director, manager, and secretary, whether appointed by power of
attorney or otherwise, or any person for the time being discharging any of
such offices in this State.
Bankrupt has the meaning that the Interpretation
Act 1984 section 13D gives to the term “bankrupt or a person
whose affairs are under insolvency laws”.
Books and papers and books or papers include
accounts, deeds, writings, and documents.
Charge means —
(a) a
mortgage or charge for the purpose of securing any issue of debentures;
(b) a
mortgage or charge on uncalled share capital of the company;
(c) a
mortgage or charge created or evidenced by an instrument which, if executed by
an individual, would require registration or would be registrable as a bill of
sale;
(d) a
mortgage or charge on the book debts of a company;
(e) a
floating charge on the undertaking or property of the company;
(f) a
mortgage or charge on the calls made but not paid;
(g) a
mortgage or charge on goodwill, on a patent, on a trade mark, or on a
copyright, or on a license under a copyright.
The term also includes an agreement to create a
charge.
Company means a company formed and registered
under this Act, or an existing company.
Contributory means every person liable to
contribute to the assets of a company in the event of the same being wound up,
and shall also, in all proceedings for determining the persons who are to be
deemed contributories and in all proceedings prior to the final determination
of such persons, include any person alleged to be a contributory.
Court means the Supreme Court or a judge thereof
and includes the Master when exercising, in accordance with the Rules of
Court, the jurisdiction of the Court.
Creditor means a person who, in the event of the
winding-up of a company, would be entitled to prove under such winding-up.
Debenture includes debenture stock, bonds, and
other securities of a company, whether constituting a charge on the assets of
the company or not.
Deed of Settlement shall include any contract of
co-partnership or other instrument constituting or regulating a company, and
not being an Act of Parliament or Royal Charter or Letters Patent or the
articles of association of a company.
Department means the department of the Public
Service principally assisting in the administration of this Act.
Director includes any person occupying the
position of director by whatever name called.
Document includes summons, notice, order and other
legal process and registers.
Existing company means a company, not being a
foreign company, registered under or subject to the Companies Act 1893
(56 Vict., No. 8) 3 .
Foreign company means any joint stock company or
corporation duly incorporated for trading or other business purposes according
to the laws in force in the country, other State, or place in which it is
incorporated, other than a company incorporated in Western Australia.
Liability in Part VII includes any compensation
for work or labour done; any obligation or possibility of an obligation to pay
money or money’s worth pursuant to or on the breach of any express or
implied covenant, contract, agreement, or undertaking, whether such breach
does or does not occur or is or is not likely to occur or capable of occurring
before the conclusion of the winding-up of a company; and generally includes
any express or implied covenant, contract, agreement, engagement or
undertaking to pay or capable of resulting in the payment of money or
money’s worth, whether such payment be, as respects amount, fixed or
unliquidated, and payable in one sum or by instalments or periodical payments,
as respects time, present or future, certain or dependent on any one
contingency, or 2 or more contingencies, or as to mode of valuation capable of
being ascertained by fixed rules, or assessable only as matter of opinion.
Limited company means a company, the liability of
the members of which is by the memorandum limited to the amount (if any)
unpaid on the shares respectively held by them.
Liquidator includes official liquidator,
provisional official liquidator, or provisional liquidator.
Local register means the register to be opened and
kept in this State by a foreign company and provided for in Part XI.
Manager means principal executive officer of a
company whether such principal executive officer be the managing director, or
the secretary, or some other officer with some other designation.
Memorandum means the memorandum of association or
deed of settlement of a company as originally framed or altered in pursuance
of any enactment.
Mining purposes means the purpose of obtaining any
metal or mineral by any mode whereby soil, earth, rock, or stone may be
disturbed, or smelted, refined, crushed, or otherwise dealt with. This term
shall not include quarrying operations for the sole purpose of obtaining stone
for building, road making and similar industrial purposes.
No liability company means a company formed with
no liability on the part of its members.
Officer means a manager or secretary of a company.
Principal register means the register of members
of any foreign company kept at the principal office of such company outside
this State.
Prospectus means any prospectus, notice, circular,
advertisement or other invitation offering to the public for subscription or
purchase any shares or debentures of a company.
Public company means a company limited by shares,
not being a no liability company, and not being a proprietary company.
Registered auditor means a person duly registered
as an auditor under section 402.
Registered liquidator means a person duly
registered as a liquidator under section 402, and who, when required, has
given security as provided for in this Act.
Registrar means the person for the time being
designated as the Registrar under section 3A.
Registration office means the office for the
registration of companies.
Representative means an executor or administrator,
and includes —
(a) the
Official Trustee as established under the Official Trustee Act 1921 4 ;
(b) the
Curator of Intestate Estates, in cases where the Court shall have authorised
him to administer the estate of a deceased person; and
(c) a
devisee, and an heir at law, where a devisee or heir at law is liable as a
contributory.
Scrip includes share certificate, and share
certificate includes scrip.
Share means share in the share capital of the
company and includes stock, except where a distinction between stock and
shares is expressed or implied.
The repealed Acts means the Acts repealed by this
Act, or any of them, as set forth in the First Schedule.
Unlimited company means a company formed on the
principle of having no limit placed on the liability of its members.
[Section 3 amended by No. 32 of 1947
s. 3; No. 47 of 1949 s. 3; No. 10 of 1982 s. 28; No.
74 of 2003 s. 37; No. 28 of 2006 s. 64; No. 18 of 2009
s. 18(2).]
[Heading inserted by No. 28 of 2006
s. 65.]