Western Australian Consolidated Acts Western Australian Consolidated Acts (1) It shall be lawful
for a company to pay a commission to any person in consideration of his
subscribing or agreeing to subscribe, whether absolutely or conditionally, for
any shares in the company, or procuring or agreeing to procure subscriptions,
whether absolute or conditional, for any shares in the company,
if —
(a) the
payment of the commission is authorised by the articles;
(b) the
commission paid or agreed to be paid does not exceed 10% of the price at which
the shares are issued, or the amount or rate authorised by the articles,
whichever is less;
(c) the
amount or rate per centum of the commission paid or agreed to be paid
is —
(i)
in the case of shares offered to the public for
subscription, disclosed in the prospectus; or
(ii)
in the case of shares not offered to the public for
subscription, disclosed in the statement in lieu of prospectus, or in a
statement in the prescribed form signed in like manner as a statement in lieu
of prospectus and filed before the payment of the commission, with the
Registrar, and where a circular or notice not being a prospectus inviting
subscription for the shares is issued also disclosed in that circular or
notice;
and
(d) the
number of shares which persons have agreed for a commission to subscribe
absolutely is disclosed in the manner aforesaid.
(2) Save as aforesaid,
no company shall apply any of its shares or capital money, either directly or
indirectly, in payment of any commission, discount, or allowance to any person
in consideration for his subscribing or agreeing to subscribe, whether
absolutely or conditionally, for any shares of the company, or procuring or
agreeing to procure subscriptions, whether absolute or conditional, for any
shares in the company, whether the shares or money be so applied by being
added to the purchase money of any property acquired by the company or to the
contract price of any work to be executed for the company, or the money be
paid out of the nominal purchase money or contract price or otherwise. This
subsection shall not apply to a no liability company.
(3) Nothing in this
section shall affect the power of any company to pay such reasonable brokerage
as it has, before the commencement of this Act, been lawful for a company to
pay.
(4) A vendor to,
promoter of, or other person who receives payment in money or shares from a
company shall have, and shall be deemed always to have had, power to apply any
part of the money or shares so received in payment of any commission, the
payment of which if made directly by the company would have been legal under
this section.
(5) Unless otherwise
provided by the articles or by a resolution of the company in general meeting,
no commission shall be paid until after the shares in respect whereof such
commission is payable, have been allotted and the allotment moneys payable in
respect thereof have been received by the company.
(6) If default is made
in complying with the provisions of this section relating to the filing with
the Registrar of the statement in the prescribed form, the company and every
officer of the company who is in default shall be liable to a fine not
exceeding $20.
[Section 57 amended by No. 113 of 1965
s. 8(1).]