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Corporations Act 2001
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Attorney-General's Department
Department of the Treasury
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C2004A00818
28 June 2001
-
14 July 2001
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Volume 1
Chapter 1—Introductory
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Part 1.1—Preliminary
1 Short title
2 Commencement
3 Constitutional basis for this Act
4 Referring States
5 General territorial application of Act
5A Application to the Crown
5B ASIC has general administration of this Act
5C Application of Acts Interpretation Act 1901
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Part 1.1A—Interaction between Corporations legislation and State and Territory laws
5D Coverage of Part
5E Concurrent operation intended
5F Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter
5G Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws
5H Registration of body as company on basis of State or Territory law
5I Regulations may modify operation of the Corporations legislation to deal with interaction between that legislation and State and Territory laws
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Part 1.2—Interpretation
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Division 1—General
6 Effect of this Part
7 Location of other interpretation provisions
9 Dictionary
Division 2—Associates
10 Effect of Division
11 Associates of bodies corporate
12 Matters relating to voting shares
13 References in Chapter 7
14 References in Chapter 8
15 General
16 Exclusions
17 Associates of composite persons
Division 3—Carrying on business
18 Carrying on business: otherwise than for profit
19 Businesses of a particular kind
20 Carrying on a business: alone or together with others
21 Carrying on business in Australia or a State or Territory
Division 4—Dealing in futures contracts
23 Acquiring a futures contract
24 Disposing of a futures contract
25 Dealing in futures contracts: general
26 Dealing in futures contracts through intermediaries: first step
27 Dealing in futures contracts through intermediaries: second and later steps
28 Dealing in futures contracts, through intermediaries, on futures markets
29 Own account dealings and transactions: futures contracts
Division 5A—Types of company
45A Proprietary companies
Division 6—Subsidiaries and related bodies corporate
46 What is a subsidiary
47 Control of a body corporate’s board
48 Matters to be disregarded
49 References in this Division to a subsidiary
50 Related bodies corporate
50AA Control
Division 7—Interpretation of other expressions
51 Acquisition and disposal of shares
52 Doing acts
52A Signing
53 Affairs of a body corporate
53AA Business affairs of a body corporate
53AB Business affairs of a natural person
53AC Business affairs of a partnership
53AD Business affairs of a trust
54 Chapter 8 agreements of the same kind
55 Chapter 8 obligations and rights
56 Classes of futures organisation membership
57 Classes of shares or interests in managed investment schemes
57A Meaning of corporation
58AA Meaning of court and Court
58B Discharge of obligations under this Act
59 Debentures as consideration for acquisition of shares
61 Discretionary accounts
64 Entering into a transaction in relation to shares or securities
64A Entities
64B Entities connected with a corporation
65 Eligible money market dealer
66A Exempt bodies
67 Exempt brokers and exempt futures advisers
68 Exempt dealers and exempt investment advisers
70 Extension of period for doing an act
71 Futures advice business
72 Futures contract
72A Act applies to certain Chapter 8 agreements as if they were futures contracts
73 Futures representatives
73A When a court is taken to find a person guilty of an offence
75 Inclusion in official list
77 Investment advice business
79 Involvement in contraventions
80 Jervis Bay Territory taken to be part of the Australian Capital Territory
82 Offers and invitations to the public
82A Officers of bodies corporate and other entities
83 Officers, and other persons, in default
84 Own account dealings and transactions: securities
86 Possession
87 Proper authority from futures licensee; invalid futures authority
88 Proper authority from securities licensee; invalid securities authority
88A Public document of a body corporate
89 Qualified privilege
90 Receivers and managers
91 Being or becoming subject to a section 206B prohibition, a section 206D or 206E order, a section 206F notice
92 Securities
92A Act applies to certain relevant agreements as if they were securities
93 Securities business
94 Securities representatives
95A Solvency and insolvency
97 Stock market not to include futures market
Division 8—Miscellaneous interpretation rules
100 Address of registered office etc.
100A Operation of certain laws relating to instruments on which stamp duty has not been paid
101 Amount of stock representing a number of shares
102 Applications to be in writing
102B In Australia or elsewhere, in this jurisdiction or elsewhere etc.
102C In Australia
103 Effect of certain contraventions of this Act
104 Effect of provisions empowering a person to require or prohibit conduct
105 Calculation of time
106 Performance of functions by Commission delegate
108 Parts of dollar to be disregarded in determining majority in value of creditors etc.
109 References to persons, things and matters
109X Service of documents
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Part 1.2A—Disclosing entities
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Division 1—Object of Part
111AA Object of Part
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Division 2—Definitions
111AB Terms defined in Division
111AC Disclosing entity
111AD ED securities
111AE Securities quoted on a stock market
111AF Securities to which lodged or deemed prospectus relates
111AG Securities issued as consideration for an acquisition under an off market takeover bid or Part 5.1 compromise or arrangement
111AH When a person holds securities for the purposes of sections 111AF and 111AG
111AI Debentures that need trustee appointed under section 283AA
111AJ Regulations may declare securities not to be ED securities
111AK ED securities of a disclosing entity
111AL Listed or unlisted disclosing entity
111AM Quoted ED securities
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Division 3—Significance of being a disclosing entity
111AN Division contains outline of significance of being a disclosing entity
111AO Accounting requirements
111AP Continuous disclosure requirements
111AQ Prospectus relief
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Division 4—Exemptions and modifications
111AR Meaning of disclosing entity provisions
111AS Exemptions by regulations
111AT Exemptions by ASIC
111AU Enforcing conditions of exemptions
111AV Modifications by regulations
111AW Exemptions and modifications have effect
111AX Effect of Division
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Part 1.4—Technical provisions about aids for readers
111J Small business guide
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Part 1.5—Small business guide
1 What registration means
2 The company structure for small business
3 Setting up a new company
4 Continuing obligations after the company is set up
5 Company directors and company secretaries
6 Shares and shareholders
7 Signing company documents
8 Funding the company’s operations
9 Returns to shareholders
10 Annual financial reports and audit
11 Disagreements within the company
12 Companies in financial trouble
Chapter 2A—Registering a company
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Part 2A.1—What companies can be registered
112 Types of companies
113 Proprietary companies
114 Minimum of 1 member
115 Restrictions on size of partnerships and associations
116 Trade unions cannot be registered
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Part 2A.2—How a company is registered
117 Applying for registration
118 ASIC gives company ACN, registers company and issues certificate
119 Company comes into existence on registration
119A Jurisdiction of incorporation and jurisdiction of registration
120 Members, directors and company secretary of a company
121 Registered office
122 Expenses incurred in promoting and setting up company
123 Company may have common seal
Chapter 2B—Basic features of a company
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Part 2B.1—Company powers and how they are exercised
124 Legal capacity and powers of a company
125 Constitution may limit powers and set out objects
126 Agent exercising a company’s power to make contracts
127 Execution of documents (including deeds) by the company itself
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Part 2B.2—Assumptions people dealing with companies are entitled to make
128 Entitlement to make assumptions
129 Assumptions that can be made under section 128
130 Information available to the public from ASIC does not constitute constructive notice
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Part 2B.3—Contracts before registration
131 Contracts before registration
132 Person may be released from liability but is not entitled to indemnity
133 This Part replaces other rights and liabilities
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Part 2B.4—Replaceable rules and constitution
134 Internal management of companies
135 Replaceable rules
136 Constitution of a company
137 Date of effect of adoption, modification or repeal of constitution
138 ASIC may direct company to lodge consolidated constitution
139 Company must send copy of constitution to member
140 Effect of constitution and replaceable rules
141 Table of replaceable rules
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Part 2B.5—Registered office and places of business
142 Registered office
143 ASIC may change address of registered office to a director’s address
144 Company’s name must be displayed at registered office etc.
145 Opening hours of registered office of public company
146 Change of address of principal place of business
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Part 2B.6—Names
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Division 1—Selecting and using a name
147 When a name is available
148 A company’s name
149 Acceptable abbreviations
150 Exception to requirement for using “Limited” in name
151 Exception to requirement for using “Limited” in name—pre existing licences
152 Reserving a name
153 Using a name and ACN on documents
154 Exception to requirement to have ACN on receipts
155 Regulations may exempt from requirement to set out information on documents
156 Carrying on business using “Limited”, “No Liability” or “Proprietary” in name
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Division 2—Changing a company’s name
157 Company changing its name
158 ASIC’s power to direct company to change its name
159 ASIC’s power to include “Limited” in company’s name
160 ASIC must issue new certificate if company’s name changes
161 Effect of name change
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Part 2B.7—Changing company type
162 Changing company type
163 Applying for change of type
164 ASIC changes type of company
165 ASIC may direct a proprietary company to change to a public company in certain circumstances
166 Effect of change of type
167 Issue of shares by company or holding company—company limited by guarantee changing to company limited by shares
167AA Application of Part to company limited both by shares and by guarantee
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Chapter 2C—Registers
167A Who is covered by this Chapter
168 Registers to be maintained
169 Register of members
170 Register of option holders and copies of options documents
171 Register of debenture holders
172 Location of registers
173 Right to inspect and get copies
174 Agent’s obligations
175 Correction of registers
176 Evidentiary value of registers
177 Use of information on registers
178 Overseas branch registers
Chapter 2D—Officers and employees
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Part 2D.1—Duties and powers
179 Background to duties of directors, other officers and employees
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Division 1—General duties
180 Care and diligence—civil obligation only
181 Good faith—civil obligations
182 Use of position—civil obligations
183 Use of information—civil obligations
184 Good faith, use of position and use of information—criminal offences
185 Interaction of sections 180 to 184 with other laws etc.
186 Territorial application of sections 180 to 184
187 Directors of wholly owned subsidiaries
188 Responsibility of secretaries and directors for certain contraventions
189 Reliance on information or advice provided by others
190 Responsibility for actions of delegate
190A Limited application of Division to registrable Australian bodies
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Division 2—Disclosure of, and voting on matters involving, material personal interests
191 Material personal interest—director’s duty to disclose
192 Director may give other directors standing notice about an interest
193 Interaction of sections 191 and 192 with other laws etc.
194 Voting and completion of transactions—directors of proprietary companies (replaceable rule—see section 135)
195 Restrictions on voting—directors of public companies only
196 ASIC power to make declarations and class orders
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Division 3—Duty to discharge certain trust liabilities
197 Directors liable for debts and other obligations incurred by corporation as trustee
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Division 4—Powers
198A Powers of directors (replaceable rule—see section 135)
198B Negotiable instruments (replaceable rule—see section 135)
198C Managing director (replaceable rule—see section 135)
198D Delegation
198E Single director/shareholder proprietary companies
198F Right of access to company books
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Part 2D.2—Restrictions on indemnities, insurance and termination payments
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Division 1—Indemnities and insurance for officers and auditors
199A Indemnification and exemption of officer or auditor
199B Insurance premiums for certain liabilities of director, secretary, other officer or auditor
199C Certain indemnities, exemptions, payments and agreements not authorised and certain documents void
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Division 2—Termination payments
200A When benefit given in connection with retirement from office
200B Retirement benefits generally need membership approval
200C Benefits on transfer of undertaking or property need membership approval
200D Contravention to receive benefit without member approval
200E Approval by members
200F Exempt benefits and benefits given in certain circumstances
200G Genuine payments of pension and lump sum
200H Benefits required by law
200J Benefits to be held in trust for company
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Part 2D.3—Appointment, remuneration and cessation of appointment of directors
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Division 1—Appointment of directors
201A Minimum number of directors
201B Who can be a director
201C Directors of public companies, or subsidiaries, over 72
201D Consent to act as director
201E Special rules for the appointment of public company directors
201F Special rules for the appointment of directors for single director/single shareholder proprietary companies
201G Company may appoint a director (replaceable rule—see section 135)
201H Directors may appoint other directors (replaceable rule—see section 135)
201J Appointment of managing directors (replaceable rule—see section 135)
201K Alternate directors (replaceable rule—see section 135)
201L Signpost—ASIC to be notified of appointment
201M Effectiveness of acts by directors
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Division 2—Remuneration of directors
202A Remuneration of directors (replaceable rule—see section 135)
202B Members may obtain information about directors’ remuneration
202C Special rule for single director/single shareholder proprietary companies
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Division 3—Resignation, retirement or removal of directors
203A Director may resign by giving written notice to company (replaceable rule—see section 135)
203B Signpost to consequences of disqualification from managing corporations
203C Removal by members—proprietary companies (replaceable rule—see section 135)
203D Removal by members—public companies
203E Director cannot be removed by other directors—public companies
203F Termination of appointment of managing director (replaceable rule—see section 135)
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Part 2D.4—Appointment of secretaries
204A Minimum number of secretaries
204B Who can be a secretary
204C Consent to act as secretary
204D How a secretary is appointed
204E Effectiveness of acts by secretaries
204F Terms and conditions of office for secretaries (replaceable rule—see section 135)
204G Signpost to consequences of disqualification from managing corporations
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Part 2D.5—Public information about directors and secretaries
205A Director, secretary or alternate director may notify ASIC of resignation or retirement
205B Notice of name and address of directors and secretaries to ASIC
205C Director and secretary must give information to company
205D Address for officers
205E ASIC’s power to ask for information about person’s position as director or secretary
205F Director must give information to company
205G Listed company—director to notify securities exchange of shareholdings etc.
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Part 2D.6—Disqualification from managing corporations
206A Disqualified person not to manage corporations
206B Automatic disqualification
206C Court power of disqualification—contravention of civil penalty provision
206D Court power of disqualification—insolvency and non payment of debts
206E Court power of disqualification—repeated contraventions of Act
206F ASIC’s power of disqualification
206G Court power to grant leave
206H Territorial application of this Part
206HA Limited application of Part to registrable Australian bodies
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Chapter 2E—Related party transactions
207 Purpose
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Part 2E.1—Member approval needed for related party benefit
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Division 1—Need for member approval
208 Need for member approval for financial benefit
209 Consequences of breach
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Division 2—Exceptions to the requirement for member approval
210 Arm’s length terms
211 Remuneration and reimbursement for officer or employee
212 Indemnities, exemptions, insurance premiums and payment for legal costs for officers
213 Small amounts given to director or spouse
214 Benefit to or by closely held subsidiary
215 Benefits to members that do not discriminate unfairly
216 Court order
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Division 3—Procedure for obtaining member approval
217 Resolution may specify matters by class or kind
218 Company must lodge material that will be put to members with ASIC
219 Requirements for explanatory statement to members
220 ASIC may comment on proposed resolution
221 Requirements for notice of meeting
222 Other material put to members
223 Proposed resolution cannot be varied
224 Voting by or on behalf of related party interested in proposed resolution
225 Voting on the resolution
226 Notice of resolution to be lodged
227 Declaration by court of substantial compliance
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Part 2E.2—Related parties and financial benefits
228 Related parties
229 Giving a financial benefit
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Part 2E.3—Interaction with other rules
230 General duties still apply
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Chapter 2F—Members’ rights and remedies
231 Membership of a company
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Part 2F.1—Oppressive conduct of affairs
232 Grounds for Court order
233 Orders the Court can make
234 Who can apply for order
235 Requirement for person to lodge order
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Part 2F.1A—Proceedings on behalf of a company by members and others
236 Bringing, or intervening in, proceedings on behalf of a company
237 Applying for and granting leave
238 Substitution of another person for the person granted leave
239 Effect of ratification by members
240 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
241 General powers of the Court
242 Power of the Court to make costs orders
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Part 2F.2—Class rights
246B Varying and cancelling class rights
246C Certain actions taken to vary rights etc.
246D Variation, cancellation or modification without unanimous support of class
246E Variation, cancellation or modification with unanimous support of class
246F Company must lodge documents and resolutions with ASIC
246G Member’s copies of documents and resolutions
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Part 2F.3—Inspection of books
247A Order for inspection of books of company or registered managed investment scheme
247B Ancillary orders
247C Disclosure of information acquired in inspection
247D Company or directors may allow member to inspect books (replaceable rule see section 135)
Chapter 2G—Meetings
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Part 2G.1—Directors’ meetings
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Division 1—Resolutions and declarations without meetings
248A Circulating resolutions of companies with more than 1 director (replaceable rule see section 135)
248B Resolutions and declarations of 1 director proprietary companies
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Division 2—Directors’ meetings
248C Calling directors’ meetings (replaceable rule see section 135)
248D Use of technology
248E Chairing directors’ meetings (replaceable rule see section 135)
248F Quorum at directors’ meetings (replaceable rule see section 135)
248G Passing of directors’ resolutions (replaceable rule see section 135)
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Part 2G.2—Meetings of members of companies
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Division 1—Resolutions without meetings
249A Circulating resolutions of proprietary companies with more than 1 member
249B Resolutions of 1 member companies
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Division 2—Who may call meetings of members
249C Calling of meetings of members by a director (replaceable rule—see section 135)
249CA Calling of meetings of members of a listed company by a director
249D Calling of general meeting by directors when requested by members
249E Failure of directors to call general meeting
249F Calling of general meetings by members
249G Calling of meetings of members by the Court
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Division 3—How to call meetings of members
249H Amount of notice of meetings
249HA Amount of notice of meetings of listed company
249J Notice of meetings of members to members and directors
249K Auditor entitled to notice and other communications
249L Contents of notice of meetings of members
249M Notice of adjourned meetings (replaceable rule—see section 135)
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Division 4—Members’ rights to put resolutions etc. at general meetings
249N Members’ resolutions
249O Company giving notice of members’ resolutions
249P Members’ statements to be distributed
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Division 5—Holding meetings of members
249Q Purpose
249R Time and place for meetings of members
249S Technology
249T Quorum (replaceable rule—see section 135)
249U Chairing meetings of members (replaceable rule—see section 135)
249V Auditor’s right to be heard at general meetings
249W Adjourned meetings
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Division 6—Proxies and body corporate representatives
249X Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies—see section 135)
249Y Rights of proxies
249Z Company sending appointment forms or lists of proxies must send to all members
250A Appointing a proxy
250B Proxy documents
250BA Proxy documents—listed companies
250C Validity of proxy vote
250D Body corporate representative
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Division 7—Voting at meetings of members
250E How many votes a member has (replaceable rule—see section 135)
250F Jointly held shares (replaceable rule—see section 135)
250G Objections to right to vote (replaceable rule—see section 135)
250H Votes need not all be cast in the same way
250J How voting is carried out (replaceable rule—see section 135)
250K Matters on which a poll may be demanded
250L When a poll is effectively demanded
250M When and how polls must be taken (replaceable rule—see section 135)
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Division 8—AGMs of public companies
250N Public company must hold AGM
250P Extension of time for holding AGM
250R Business of AGM
250S Questions and comments by members on company management at AGM
250T Questions by members of auditors at AGM
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Part 2G.3—Minutes and members’ access to minutes
251A Minutes
251AA Disclosure of proxy votes—listed companies
251B Members’ access to minutes
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Part 2G.4—Meetings of members of registered managed investment schemes
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Division 1—Who may call meetings of members
252A Calling of meetings of members by responsible entity
252B Calling of meetings of members by responsible entity when requested by members
252C Failure of responsible entity to call meeting of the scheme’s members
252D Calling of meetings of members by members
252E Calling of meetings of members by the Court
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Division 2—How to call meetings of members
252F Amount of notice of meetings
252G Notice of meetings of members to members, directors and auditors
252H Auditors entitled to other communications
252J Contents of notice of meetings of members
252K Notice of adjourned meetings
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Division 3—Members’ rights to put resolutions etc. at meetings of members
252L Members’ resolutions
252M Responsible entity giving notice of members’ resolutions
252N Members’ statements to be distributed
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Division 4—Holding meetings of members
252P Time and place for meetings of members
252Q Technology
252R Quorum
252S Chairing meetings of members
252T Auditors’ right to be heard at meetings of members
252U Adjourned meetings
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Division 5—Proxies and body corporate representatives
252V Who can appoint a proxy
252W Rights of proxies
252X Responsible entity sending appointment forms or lists of proxies must send to all members
252Y Appointing a proxy
252Z Proxy documents
253A Validity of proxy vote
253B Body corporate representative
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Division 6—Voting at meetings of members
253C How many votes a member has
253D Jointly held interests
253E Responsible entity and associates cannot vote if interested in resolution
253F How to work out the value of an interest
253G Objections to a right to vote
253H Votes need not all be cast in the same way
253J How voting is carried out
253K Matters on which a poll may be demanded
253L When a poll is effectively demanded
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Division 7—Minutes and members’ access to minutes
253M Minutes
253N Members’ access to minutes
Chapter 2H—Shares
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Part 2H.1—Issuing and converting shares
254A Power to issue bonus, partly paid, preference and redeemable preference shares
254B Terms of issue
254C No par value shares
254D Pre emption for existing shareholders on issue of shares in proprietary company (replaceable rule—see section 135)
254E Court validation of issue
254F Bearer shares and stock must not be issued
254G Conversion of shares
254H Resolution to convert shares into larger or smaller number
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Part 2H.2—Redemption of redeemable preference shares
254J Redemption must be in accordance with terms of issue
254K Other requirements about redemption
254L Consequences of contravening section 254J or 254K
Chapter 2H—Shares
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Part 2H.3—Partly paid shares
254M Liability on partly paid shares
254N Calls may be limited to when company is externally administered
254P No liability companies—calls on shares
254Q No liability companies—forfeiture and sale of shares for failure to meet call
254R No liability companies—redemption of forfeited shares
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Part 2H.4—Capitalisation of profits
254S Capitalisation of profits
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Part 2H.5—Dividends
254T Dividends to be paid out of profits
254U Other provisions about paying dividends (replaceable rule—see section 135)
254V When does the company incur a debt?
254W Dividend rights
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Part 2H.6—Notice requirements
254X Notice to ASIC of share issue
254Y Notice to ASIC of share cancellation
Chapter 2J—Transactions affecting share capital
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Part 2J.1—Share capital reductions and share buy backs
256A Purpose
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Division 1—Reductions in share capital not otherwise authorised by law
256B Company may make reduction not otherwise authorised
256C Shareholder approval
256D Consequences of failing to comply with section 256B
256E Signposts to other relevant provisions
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Division 2—Share buy backs
257A The company’s power to buy back its own shares
257B Buy back procedure—general
257C Buy back procedure—shareholder approval if the 10/12 limit exceeded
257D Buy back procedure—special shareholder approval for selective buy back
257E Buy back procedure—lodgment of offer documents with ASIC
257F Notice of intended buy back
257G Buy back procedure—disclosure of relevant information when offer made
257H Acceptance of offer and transfer of shares to the company
257J Signposts to other relevant provisions
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Division 3—Other share capital reductions
258A Unlimited companies
258B Right to occupy or use real property
258C Brokerage or commission
258D Cancellation of forfeited shares
258E Other share cancellations
258F Reductions because of lost capital
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Part 2J.2—Self acquisition and control of shares
259A Directly acquiring own shares
259B Taking security over own shares or shares in holding company
259C Issuing or transferring shares to controlled entity
259D Company controlling entity that holds shares in it
259E When a company controls an entity
259F Consequences of failing to comply with section 259A or 259B
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Part 2J.3—Financial assistance
260A Financial assistance by a company for acquiring shares in the company or a holding company
260B Shareholder approval
260C Exempted financial assistance
260D Consequences of failing to comply with section 260A
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Part 2J.4—Interaction with general directors’ duties
260E General duties still apply
Chapter 2K—Charges
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Part 2K.1—Preliminary
261 Interpretation and application
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Part 2K.2—Registration
262 Charges required to be registered
263 Lodgment of notice of charge and copy of instrument
264 Acquisition of property subject to charge
265 Registration of documents relating to charges
265A Standard time for the purposes of section 265
266 Certain charges void against liquidator or administrator
267 Charges in favour of certain persons void in certain cases
268 Assignment and variation of charges
269 Satisfaction of, and release of property from, charges
270 Lodgment of notices, offences etc.
271 Company to keep documents relating to charges and register of charges
272 Certificates
273A Application of State and Territory laws to charges required to be registered under this Part
273B Application of State and Territory laws to transfers, assignments or giving of charges registered under this Part
273C Application of specified State and Territory laws to crop liens, wool liens and stock mortgages registered under this Part
273D Sections 273A to 273C do not apply to charges given by company jointly with person who is not a company
274 Power of Court to rectify Register
277 Power to exempt from compliance with certain requirements of Division
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Part 2K.3—Order of priority
278 Definitions
279 Priorities of charges
280 General priority rules in relation to registered charges
281 General priority rule in relation to unregistered charges
282 Special priority rules
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Volume 2
Chapter 2L—Debentures
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Part 2L.1—Requirement for trust deed and trustee
283AA Requirement for trust deed and trustee
283AB Trust deed
283AC Who can be a trustee
283AD Existing trustee continues to act until new trustee takes office
283AE Replacement of trustee
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Part 2L.2—Duties of borrower
283BA Duties of borrower
283BB General duties
283BC Duty to notify ASIC of name of trustee
283BD Duty to replace trustee
283BE Duty to inform trustee about charges
283BF Duty to give trustee and ASIC quarterly reports
283BG Exceptions
283BH How debentures may be described
283BI Offences for failure to comply with statutory duties
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Part 2L.3—Duties of guarantor
283CA Duties of guarantor
283CB General duties
283CC Duty to inform trustee about charges
283CD Exceptions
283CE Offences for failure to comply with statutory duties
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Part 2L.4—Trustee
283DA Trustee’s duties
283DB Exemptions and indemnifications of trustee from liability
283DC Indemnity
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Part 2L.5—Meetings of debenture holders
283EA Borrower’s duty to call meeting
283EB Trustee’s power to call meeting
283EC Court may order meeting
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Part 2L.6—Civil liability
283F Civil liability for contravening this Chapter
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Part 2L.7—ASIC powers
283GA ASIC’s power to exempt and modify
283GB ASIC may approve body corporate to be trustee
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Part 2L.8—Court
283HA General Court power to give directions and determine questions
283HB Specific Court powers
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Part 2L.9—Location of other debenture provisions
283I Signpost to other debenture provisions
Chapter 2M—Financial reports and audit
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Part 2M.1—Overview
285 Overview of obligations under this Chapter
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Part 2M.2—Financial records
286 Obligation to keep financial records
287 Language requirements
288 Physical format
289 Place where records are kept
290 Director access
291 Signposts to other relevant provisions
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Part 2M.3—Financial reporting
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Division 1—Annual financial reports and directors’ reports
292 Who has to prepare annual financial reports and directors’ reports
293 Small proprietary company—shareholder direction
294 Small proprietary company—ASIC direction
295 Contents of annual financial report
296 Compliance with accounting standards and regulations
297 True and fair view
298 Annual directors’ report
299 Annual directors’ report—general information
300 Annual directors’ report—specific information
300A Annual directors’ report—specific information to be provided by listed companies
301 Audit of annual financial report
Division 2—Half year financial report and directors’ report
302 Disclosing entity must prepare half year financial report and directors’ report
303 Contents of half year financial report
304 Compliance with accounting standards and regulations
305 True and fair view
306 Half year directors’ report
Division 3—Audit and auditor’s report
307 Audit
308 Auditor’s report on annual financial report
309 Auditor’s report on half year financial report
310 Auditor’s power to obtain information
311 Reporting to ASIC
312 Assisting auditor
313 Special provisions on audit of debenture issuers and guarantors
Division 4—Annual financial reporting to members
314 Annual financial reporting to members
315 Deadline for reporting to members
316 Member’s choices for annual financial information
317 Consideration of reports at AGM
318 Additional reporting by debenture issuers
Division 5—Lodging reports with ASIC
319 Lodgment of annual reports with ASIC
320 Lodgment of half year reports with ASIC
321 ASIC power to require lodgment
322 Relodgment if financial statements or directors’ reports amended after lodgment
Division 6—Special provisions about consolidated financial statements
323 Directors and officers of controlled entity to give information
323A Auditor’s power to obtain information from controlled entity
323B Controlled entity to assist auditor
323C Application of Division to entity that has ceased to be controlled
Division 7—Financial years and half years
323D Financial years and half years
Division 8—Disclosure by listed companies of information filed overseas
323DA Listed companies to disclose information filed overseas
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Part 2M.4—Appointment and removal of auditors
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Division 1—Companies
324 Qualifications of auditors
325 Appointment of auditor by proprietary company
327 Appointment of auditors
328 Nomination of auditors
329 Removal and resignation of auditors
330 Effect of winding up on office of auditor
331 Fees and expenses of auditors
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Division 2—Registered schemes
331AA Qualifications of auditors
331AB Appointment of auditors
331AC Removal and resignation of auditors
331AD Effect of winding up an office of auditor
331AE Fees and expenses of auditors
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Part 2M.5—Accounting standards
334 Accounting standards
335 Equity accounting
337 Interpretation of accounting standards
339 Evidence of text of accounting standard
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Part 2M.6—Exemptions and modifications
340 ASIC’s power to make specific exemption orders
341 ASIC’s power to make class orders
342 Criteria for specific exemption orders and class orders
343 Modification by regulations
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Part 2M.7—Sanctions for contraventions of Chapter
344 Contravention of Part 2M.2 or 2M.3
Chapter 2N—Annual return and lodgments with ASIC
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Part 2N.1—Annual returns
345 Deadline for lodging annual return
346 Solvency resolution—companies
347 Lodging annual return with ASIC
348 Contents of annual return—companies
349 Contents of annual return—registered schemes
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Part 2N.2—Lodgments with ASIC
350 Forms for documents to be lodged with ASIC
351 Signing documents lodged with ASIC
352 Documents lodged with ASIC electronically
Chapter 5—External administration
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Part 5.1—Arrangements and reconstructions
410 Interpretation
411 Administration of compromises etc.
412 Information as to compromise with creditors
413 Provisions for facilitating reconstruction and amalgamation of Part 5.1 bodies
414 Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
415 Notification of appointment of scheme manager and power of Court to require report
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Part 5.2—Receivers, and other controllers, of property of corporations
416 Definitions
417 Application of Part
418 Persons not to act as receivers
418A Court may declare whether controller is validly acting
419 Liability of controller
419A Liability of controller under pre existing agreement about property used by corporation
420 Powers of receiver
420A Controller’s duty of care in exercising power of sale
420B Court may authorise managing controller to dispose of property despite prior charge
420C Receiver’s power to carry on corporation’s business during winding up
421 Controller’s duties in relation to bank accounts and financial records
421A Managing controller to report within 2 months about corporation’s affairs
422 Reports by receiver
423 Supervision of controller
424 Controller may apply to Court
425 Court’s power to fix receiver’s remuneration
426 Controller has qualified privilege in certain cases
427 Notification of matters relating to controller
428 Statement that receiver appointed or other controller acting
429 Officers to report to controller about corporation’s affairs
430 Controller may require reports
431 Controller may inspect books
432 Lodging controller’s accounts
433 Payment of certain debts, out of property subject to floating charge, in priority to claims under charge
434 Enforcing controller’s duty to make returns
434A Court may remove controller for misconduct
434B Court may remove redundant controller
434C Effect of sections 434A and 434B
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Part 5.3A—Administration of a company’s affairs with a view to executing a deed of company arrangement
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Division 1—Preliminary
435A Object of Part
435B Definitions
435C When administration begins and ends
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Division 2—Appointment of administrator and first meeting of creditors
436A Company may appoint administrator if board thinks it is or will become insolvent
436B Liquidator may appoint administrator
436C Chargee may appoint administrator
436D Company already under administration
436E Purpose and timing of first meeting of creditors
436F Functions of committee of creditors
436G Membership of committee
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Division 3—Administrator assumes control of company’s affairs
437A Role of administrator
437B Administrator acts as company’s agent
437C Powers of other officers suspended
437D Only administrator can deal with company’s property
437E Order for compensation where officer involved in void transaction
437F Effect of administration on company’s members
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Division 4—Administrator investigates company’s affairs
438A Administrator to investigate affairs and consider possible courses of action
438B Directors to help administrator
438C Administrator’s rights to company’s books
438D Reports by administrator
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Division 5—Meeting of creditors decides company’s future
439A Administrator to convene meeting and inform creditors
439B Conduct of meeting
439C What creditors may decide
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Division 6—Protection of company’s property during administration
440A Winding up company
440B Charge unenforceable
440C Owner or lessor cannot recover property used by company
440D Stay of proceedings
440E Administrator not liable in damages for refusing consent
440F Suspension of enforcement process
440G Duties of court officer in relation to property of company
440H Lis pendens taken to exist
440J Administration not to trigger liability of director or relative under guarantee of company’s liability
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Division 7—Rights of chargee, owner or lessor
441A Where chargee acts before or during decision period
441B Where enforcement of charge begins before administration
441C Charge on perishable property
441D Court may limit powers of chargee etc. in relation to charged property
441E Giving a notice under a charge
441F Where recovery of property begins before administration
441G Recovering perishable property
441H Court may limit powers of receiver etc. in relation to property used by company
441J Giving a notice under an agreement about property
441K Effect of Division
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Division 8—Powers of administrator
442A Additional powers of administrator
442B Dealing with property subject to a floating charge that has crystallised
442C When administrator may dispose of encumbered property
442D Administrator’s powers subject to powers of chargee, receiver etc.
442E Administrator has qualified privilege
442F Protection of persons dealing with administrator
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Division 9—Administrator’s liability and indemnity for debts of administration
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Subdivision A—Liability
443A General debts
443B Payments for property used or occupied by, or in the possession of, the company
443BA Certain taxation liabilities
443C Administrator not otherwise liable for company’s debts
Subdivision B—Indemnity
443D Right of indemnity
443E Right of indemnity has priority over other debts
443F Lien to secure indemnity
Division 10—Execution and effect of deed of company arrangement
444A Effect of creditors’ resolution
444B Execution of deed
444C Creditor etc. not to act inconsistently with deed before its execution
444D Effect of deed on creditors
444E Protection of company’s property from persons bound by deed
444F Court may limit rights of secured creditor or owner or lessor
444G Effect of deed on company, officers and members
444H Extent of release of company’s debts
Division 11—Variation, termination and avoidance of deed
445A Variation of deed by creditors
445B Court may cancel variation
445C When deed terminates
445D When Court may terminate deed
445E Creditors may terminate deed and resolve that company be wound up
445F Meeting of creditors to consider proposed variation or termination of deed
445G When Court may void or validate deed
445H Effect of termination or avoidance
Division 12—Transition to creditors’ voluntary winding up
446A Administrator becomes liquidator in certain cases
446B Regulations may provide for transition in other cases
Division 13—Powers of Court
447A General power to make orders
447B Orders to protect creditors during administration
447C Court may declare whether administrator validly appointed
447D Administrator may seek directions
447E Supervision of administrator of company or deed
447F Effect of Division
Division 14—Qualifications of administrators
448A Appointee must consent
448B Administrator must be registered liquidator
448C Disqualification of person connected with company
448D Disqualification of insolvent under administration
Division 15—Removal, replacement and remuneration of administrator
449A Appointment of administrator cannot be revoked
449B Court may remove administrator
449C Vacancy in office of administrator of company
449D Vacancy in office of administrator of deed of company arrangement
449E Remuneration of administrator
Division 16—Notices about steps taken under Part
450A Appointment of administrator
450B Execution of deed of company arrangement
450C Failure to execute deed of company arrangement
450D Termination of deed of company arrangement
450E Notice in public documents etc. of company
450F Effect of contravention of this Division
Division 17—Miscellaneous
451A Appointment of 2 or more administrators of company
451B Appointment of 2 or more administrators of deed of company arrangement
451C Effect of things done during administration of company
451D Time for doing act does not run while act prevented by this Part
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Part 5.4—Winding up in insolvency
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Division 1—When company to be wound up in insolvency
459A Order that insolvent company be wound up in insolvency
459B Order made on application under section 234, 462 or 464
459C Presumptions to be made in certain proceedings
459D Contingent or prospective liability relevant to whether company solvent
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Division 2—Statutory demand
459E Creditor may serve statutory demand on company
459F When company taken to fail to comply with statutory demand
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Division 3—Application to set aside statutory demand
459G Company may apply
459H Determination of application where there is a dispute or offsetting claim
459J Setting aside demand on other grounds
459K Effect of order setting aside demand
459L Dismissal of application
459M Order subject to conditions
459N Costs where company successful
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Division 4—Application for order to wind up company in insolvency
459P Who may apply for order under section 459A
459Q Application relying on failure to comply with statutory demand
459R Period within which application must be determined
459S Company may not oppose application on certain grounds
459T Application to wind up joint debtors in insolvency
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Part 5.4A—Winding up by the Court on other grounds
461 General grounds on which company may be wound up by Court
462 Standing to apply for winding up
464 Application for winding up in connection with investigation under ASIC Act
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Part 5.4B—Winding up in insolvency or by the Court
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Division 1—General
465A Notice of application
465B Substitution of applicants
465C Applicant to be given notice of grounds for opposing application
466 Payment of preliminary costs etc.
467 Court’s powers on hearing application
467A Effect of defect or irregularity on application under Part 5.4 or 5.4A
467B Court may order winding up of company that is being wound up voluntarily
468 Avoidance of dispositions of property, attachments etc.
469 Application to be lis pendens
470 Certain notices to be lodged
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Division 1A—Effect of winding up order
471 Effect on creditors and contributories
471A Powers of other officers suspended during winding up
471B Stay of proceedings and suspension of enforcement process
471C Secured creditor’s rights not affected
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Division 2—Court appointed liquidators
472 Court to appoint official liquidator
473 General provisions about liquidators
474 Custody and vesting of company’s property
475 Report as to company’s affairs to be submitted to liquidator
476 Preliminary report by liquidator
477 Powers of liquidator
478 Application of property; list of contributories
479 Exercise and control of liquidator’s powers
480 Release of liquidator and deregistration of company
481 Orders for release or deregistration
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Division 3—General powers of Court
482 Power to stay or terminate winding up
483 Delivery of property to liquidator
484 Appointment of special manager
485 Claims of creditors and distribution of property
486 Inspection of books by creditors and contributories
486A Court may make order to prevent officer or related entity from avoiding liability to company
486B Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with winding up
487 Power to arrest absconding contributory
488 Delegation to liquidator of certain powers of Court
489 Powers of Court cumulative
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Part 5.5—Voluntary winding up
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Division 1—Resolution for winding up
490 When company cannot wind up voluntarily
491 Circumstances in which company may be wound up voluntarily
493 Effect of voluntary winding up
494 Declaration of solvency
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Division 2—Members’ voluntary winding up
495 Liquidators
496 Duty of liquidator where company turns out to be insolvent
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Division 3—Creditors’ voluntary winding up
497 Meeting of creditors
498 Power to adjourn meeting
499 Liquidators
500 Execution and civil proceedings
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Division 4—Voluntary winding up generally
501 Distribution of property of company
502 Appointment of liquidator
503 Removal of liquidator
504 Review of liquidator’s remuneration
505 Acts of liquidator valid etc.
506 Powers and duties of liquidator
507 Power of liquidator to accept shares etc. as consideration for sale of property of company
508 Annual meeting of creditors
509 Final meeting and deregistration
510 Arrangement: when binding on creditors
511 Application to Court to have questions determined or powers exercised
512 Costs
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Part 5.6—Winding up generally
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Division 1—Preliminary
513 Application of Part
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Division 1A—When winding up taken to begin
513A Winding up ordered by the Court
513B Voluntary winding up
513C Section 513C day in relation to an administration under Part 5.3A
513D Validity of proceedings in earlier winding up
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Division 2—Contributories
514 Where Division applies
515 General liability of contributory
516 Company limited by shares
517 Company limited by guarantee
518 Company limited both by shares and by guarantee
519 Exceptions for former unlimited company
520 Past member: later debts
521 Person ceasing to be a member a year or more before winding up
522 Present members to contribute first
523 Past member of former unlimited company
524 Past member of former limited company
526 Liability on certain contracts
527 Nature of contributory’s liability
528 Death of contributory
529 Bankruptcy of contributory
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Division 3—Liquidators
530A Officers to help liquidator
530B Liquidator’s rights to company’s books
530C Warrant to search for, and seize, company’s property or books
531 Books to be kept by liquidator
532 Disqualification of liquidator
533 Reports by liquidator
534 Prosecution by liquidator of delinquent officers and members
535 When liquidator has qualified privilege
536 Supervision of liquidators
537 Notice of appointment and address of liquidator
538 Regulations relating to money etc. received by liquidator
539 Liquidator’s accounts
540 Liquidator to remedy defaults
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Division 4—General
541 Notification that company is in liquidation
542 Books of company
543 Investment of surplus funds on general account
544 Unclaimed money to be paid to ASIC
545 Expenses of winding up where property insufficient
546 Resolutions passed at adjourned meetings of creditors and contributories
547 Meetings to ascertain wishes of creditors or contributories
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Division 5—Committees of inspection
548 Convening of meetings by liquidator for appointment of committee of inspection
549 Proceedings of committee of inspection
550 Vacancies on committee of inspection
551 Member of committee not to accept extra benefit
552 Powers of Court where no committee of inspection
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Division 6—Proof and ranking of claims
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Subdivision A—Admission to proof of debts and claims
553 Debts or claims that are provable in winding up
553A Member cannot prove debt unless contributions paid
553AA Selling shareholder cannot prove debt unless documents given
553B Insolvent companies—penalties and fines not generally provable
553C Insolvent companies—mutual credit and set off
553D Debts or claims may be proved formally or informally
553E Application of Bankruptcy Act to winding up of insolvent company
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Subdivision B—Computation of debts and claims
554 General rule—compute amount as at relevant date
554A Determination of value of debts and claims of uncertain value
554B Discounting of debts payable after relevant date
554C Conversion into Australian currency of foreign currency debts or claims
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Subdivision C—Special provisions relating to secured creditors of insolvent companies
554D Application of Subdivision
554E Proof of debt by secured creditor
554F Redemption of security by liquidator
554G Amendment of valuation
554H Repayment of excess
554J Subsequent realisation of security
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Subdivision D—Priorities
555 Debts and claims proved to rank equally except as otherwise provided
556 Priority payments
558 Debts due to employees
559 Debts of a class to rank equally
560 Advances for company to make priority payments in respect of employees
561 Priority of employees’ claims over floating charges
562 Application of proceeds of contracts of insurance
562A Application of proceeds of contracts of reinsurance
563 Provisions relating to injury compensation
563AA Seller under a buy back agreement
563A Member’s debts to be postponed until other debts and claims satisfied
563AAA Redemption of debentures
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Subdivision E—Miscellaneous
563B Interest on debts and claims from relevant date to date of payment
563C Debt subordination
564 Power of Court to make orders in favour of certain creditors
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Division 7—Effect on certain transactions
565 Undue preference
566 Effect of floating charge
567 Liquidator’s right to recover in respect of certain transactions
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Division 7A—Disclaimer of onerous property
568 Disclaimer by liquidator; application to Court by party to contract
568A Liquidator must give notice of disclaimer
568B Application to set aside disclaimer before it takes effect
568C When disclaimer takes effect
568D Effect of disclaimer
568E Application to set aside disclaimer after it has taken effect
568F Court may dispose of disclaimed property
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Division 7B—Effect on enforcement process against company’s property
569 Executions, attachments etc. before winding up
570 Duties of sheriff after receiving notice of application
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Division 9—Co operation between Australian and foreign courts in external administration matters
580 Definitions
581 Courts to act in aid of each other
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Part 5.7—Winding up bodies other than companies
582 Application of Part
583 Winding up Part 5.7 bodies
585 Insolvency of Part 5.7 body
586 Contributories in winding up of Part 5.7 body
587 Power of Court to stay or restrain proceedings
588 Outstanding property of defunct registrable body
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Part 5.7B—Recovering property or compensation for the benefit of creditors of insolvent company
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Division 1—Preliminary
588D Secured debt may become unsecured
588E Presumptions to be made in recovery proceedings
588F Certain taxation liabilities taken to be debts
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Division 2—Voidable transactions
588FA Unfair preferences
588FB Uncommercial transactions
588FC Insolvent transactions
588FD Unfair loans to a company
588FE Voidable transactions
588FF Courts may make orders about voidable transactions
588FG Transaction not voidable as against certain persons
588FGA Directors to indemnify Commissioner of Taxation if certain payments set aside
588FGB Defences in proceedings under section 588FGA
588FH Liquidator may recover from related entity benefit resulting from insolvent transaction
588FI Creditor who gives up benefit of unfair preference may prove for preferred debt
588FJ Floating charge created within 6 months before relation back day
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Division 3—Director’s duty to prevent insolvent trading
588G Director’s duty to prevent insolvent trading by company
588H Defences
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Division 4—Director liable to compensate company
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Subdivision A—Proceedings against director
588J On application for civil penalty order, Court may order compensation
588K Criminal court may order compensation
588L Enforcement of order under section 588J or 588K
588M Recovery of compensation for loss resulting from insolvent trading
588N Avoiding double recovery
588P Effect of sections 588J, 588K and 588M
588Q Certificates evidencing contravention
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Subdivision B—Proceedings by creditor
588R Creditor may sue for compensation with liquidator’s consent
588S Creditor may give liquidator notice of intention to sue for compensation
588T When creditor may sue for compensation without liquidator’s consent
588U Events preventing creditor from suing
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Division 5—Liability of holding company for insolvent trading by subsidiary
588V When holding company liable
588W Recovery of compensation for loss resulting from insolvent trading
588X Defences
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Division 6—Application of compensation under Division 4 or 5
588Y Application of amount paid as compensation
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Division 7—Person managing a corporation while disqualified may become liable for corporation’s debts
588Z Court may make order imposing liability
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Part 5.8—Offences
589 Interpretation and application
590 Offences by officers of certain companies
592 Incurring of certain debts; fraudulent conduct
593 Powers of Court
594 Certain rights not affected
595 Inducement to be appointed liquidator etc. of company
596 Frauds by officers
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Part 5.8A—Employee entitlements
596AA Object and coverage of Part
596AB Entering into agreements or transactions to avoid employee entitlements
596AC Person who contravenes section 596AB liable to compensate for loss
596AD Avoiding double recovery
596AE Effect of section 596AC
596AF Employee may sue for compensation with liquidator’s consent
596AG Employee may give liquidator notice of intention to sue for compensation
596AH When employee may sue for compensation without liquidator’s consent
596AI Events preventing employee from suing
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Part 5.9—Miscellaneous
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Division 1—Examining a person about a corporation
596A Mandatory examination
596B Discretionary examination
596C Affidavit in support of application under section 596B
596D Content of summons
596E Notice of examination
596F Court may give directions about examination
597 Conduct of examination
597A When Court is to require affidavit about corporation’s examinable affairs
597B Costs of unnecessary examination or affidavit
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Division 2—Orders against a person in relation to a corporation
598 Order against person concerned with corporation
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Division 3—Provisions applying to various kinds of external administration
600A Powers of Court where outcome of voting at creditors’ meeting determined by related entity
600B Review by Court of resolution of creditors passed on casting vote of person presiding at meeting
600C Court’s powers where proposed resolution of creditors lost as casting vote of person presiding at meeting
600D Interim order on application under section 600A, 600B or 600C
600E Order under section 600A or 600B does not affect act already done pursuant to resolution
600F Limitation on right of suppliers of essential services to insist on payment as condition of supply
Chapter 5A—Deregistration, and transfer of registration, of companies
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Part 5A.1—Deregistration
601AA Deregistration—voluntary
601AB Deregistration—ASIC initiated
601AC Deregistration—following amalgamation or winding up
601AD Effect of deregistration
601AE What ASIC does with the property
601AF ASIC’s power to fulfil outstanding obligations of deregistered company
601AG Claims against insurers of deregistered company
601AH Reinstatement
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Part 5A.2—Transfer of registration
601AI Transferring registration
601AJ Applying to transfer registration
601AK ASIC makes transfer of registration declaration
601AL ASIC to deregister company
Chapter 5B—Bodies corporate registered as companies, and registrable bodies
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Part 5B.1—Registering a body corporate as a company
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Division 1—Registration
601BA Bodies corporate may be registered as certain types of companies
601BB Bodies registered as proprietary companies
601BC Applying for registration under this Part
601BD ASIC gives body ACN, registers as company and issues certificate
601BE Registered office
601BF Name
601BG Constitution
601BH Modifications of constitution
601BJ ASIC may direct company to apply for Court approval for modifications of constitution
601BK Establishing registers and minute books
601BL Registration of registered bodies
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Division 2—Operation of this Act
601BM Effect of registration under this Part
601BN Liability of members on winding up
601BP Bearer shares
601BQ References in pre registration contracts and other documents to par value in existing contracts and documents
601BR First AGM
601BS Modification by regulations
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Part 5B.2—Registrable bodies
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Division 1—Registrable Australian bodies
601CA When a registrable Australian body may carry on business in this jurisdiction and outside its place of origin
601CB Application for registration
601CC Cessation of business etc.
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Division 2—Foreign companies
601CD When a foreign company may carry on business in this jurisdiction
601CE Application for registration
601CF Appointment of local agent
601CG Local agent: how appointed
601CH Local agent: how removed
601CJ Liability of local agent
601CK Balance sheets and other documents
601CL Cessation of business etc.
601CM Register of members of foreign company
601CN Register kept under section 601CM
601CP Notifying ASIC about register kept under section 601CM
601CQ Effect of right to acquire shares compulsorily
601CR Index of members and inspection of registers
601CS Certificate as to shareholding
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Division 3—Bodies registered under this Part
601CT Registered office
601CU Certificate of registration
601CV Notice of certain changes
601CW Body’s name etc. must be displayed at office and place of business
601CX Service of documents on registered body
601CY Power to hold land
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Division 4—Register of debenture holders for non companies
601CZA Certain documents are debentures
601CZB Register of debenture holders to be maintained by non companies
601CZC Location of register
601CZD Application of sections 173 to 177
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Part 5B.3—Names of registrable Australian bodies and foreign companies
601DA Reserving a name
601DB Acceptable abbreviations
601DC When a name is available
601DD Registered Australian bodies and registered foreign companies can carry on business with some names only
601DE Using a name and ARBN
601DF Exception to requirement to have ARBN on receipts
601DG Regulations may exempt from requirement to set out information on documents
601DH Notice of name change must be given to ASIC
601DJ ASIC’s power to direct a registered name be changed
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Volume 3
Chapter 5C—Managed investment schemes
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Part 5C.1—Registration of managed investment schemes
601EA Applying for registration
601EB Registration of managed investment scheme
601EC All documents etc. lodged with ASIC to bear ARSN
601ED When a managed investment scheme must be registered
601EE Unregistered schemes may be wound up
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Part 5C.2—The responsible entity
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Division 1—Responsibilities and powers
601FA Responsible entity to be public company and hold dealers licence
601FB Responsible entity to operate scheme
601FC Duties of responsible entity
601FD Duties of officers of responsible entity
601FE Duties of employees of responsible entity
601FF Surveillance checks by ASIC
601FG Acquisition of interest in scheme by responsible entity
601FH Liquidator etc. of responsible entity entitled to exercise indemnity rights
Division 2—Changing the responsible entity
601FJ Changes only take effect when ASIC alters record of registration
601FK Requirements of section 601FA must be met
601FL Retirement of responsible entity
601FM Removal of responsible entity by members
601FN ASIC or scheme member may apply to Court for appointment of temporary responsible entity
601FP Appointment of temporary responsible entity by Court
601FQ Temporary responsible entity to take steps for appointment of new responsible entity
Division 3—Consequences of change of responsible entity
601FR Former responsible entity to hand over books and provide reasonable assistance
601FS Rights, obligations and liabilities of former responsible entity
601FT Effect of change of responsible entity on documents etc. to which former responsible entity is party
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Part 5C.3—The constitution
601GA Contents of the constitution
601GB Constitution must be legally enforceable
601GC Changing the constitution
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Part 5C.4—The compliance plan
601HA Contents of the compliance plan
601HB Compliance plan may incorporate provisions from another scheme’s plan
601HC Directors must sign lodged copy of compliance plan
601HD ASIC may require further information about compliance plan
601HE Changing the compliance plan
601HF ASIC may require consolidation of compliance plan to be lodged
601HG Audit of compliance plan
601HH Removal and resignation of auditors
601HI Action on change of auditor of compliance plan
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Part 5C.5—The compliance committee
601JA When is a compliance committee required?
601JB Membership of compliance committee
601JC Functions of compliance committee
601JD Duties of members
601JE Compliance committee members have qualified privilege in certain cases
601JF When can responsible entity indemnify compliance committee members?
601JG When can responsible entity pay insurance premiums for compliance committee members?
601JH Proceedings of compliance committee
601JJ Disclosure of interests
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Part 5C.6—Members’ rights to withdraw from a scheme
601KA Members’ rights to withdraw
601KB Non liquid schemes—offers
601KC Non liquid schemes—only one withdrawal offer to be open at any time
601KD Non liquid schemeshow payments are to be made
601KE Non liquid schemesresponsible entity may cancel withdrawal offer
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Part 5C.7—Related party transactions
601LA Chapter 2E applies with modifications
601LB Replacement section 207
601LC Replacement section 208
601LD Omission of sections 213, 214 and 224
601LE Modification of section 225
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Part 5C.8—Effect of contraventions (civil liability and voidable contracts)
601MA Civil liability of responsible entity to members
601MB Voidable contracts where subscription offers and invitations contravene this Act
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Part 5C.9—Winding up
601NA Winding up required by scheme’s constitution
601NB Winding up at direction of members
601NC Winding up if scheme’s purpose accomplished or cannot be accomplished
601ND Winding up ordered by Court
601NE The winding up of the scheme
601NF Other orders about winding up
601NG Unclaimed money to be paid to ASIC
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Part 5C.10—Deregistration
601PA Deregistrationvoluntary
601PB Deregistration by ASIC
601PC Reinstatement
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Part 5C.11—Exemptions and modifications
601QA ASIC’s power to make exemption and modification orders
601QB Modification by regulations
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Chapter 6—Takeovers
602 Purposes of Chapter
603 Chapter extends to some listed bodies that are not companies
604 Chapter extends to listed managed investment schemes
605 Classes of securities
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Part 6.1—Prohibited acquisitions of relevant interests in voting shares
606 Prohibition on certain acquisitions of relevant interests in voting shares
607 Effect on transactions
608 Relevant interests in securities
609 Situations not giving rise to relevant interests
610 Voting power in a body corporate
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Part 6.2—Exceptions to the prohibition
611 Exceptions to the prohibition
612 Effect of non compliance with takeover rules for exceptions 1 to 4
613 Bidder not to exercise voting rights if failure to send bids for off market acquisition—exception 2 or 3
615 Treatment of foreign holders under equal access issue—exception 10
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Part 6.3—The different types of takeover bid
616 Off market bids and market bids
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Part 6.4—Formulating the takeover offer
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Division 1—General
617 Securities covered by the bid
618 Offers must be for all or a proportion of securities in the bid class
619 General terms of the offer
620 Off market bid (offer formalities)
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Division 2—Consideration for the offer
621 Consideration offered
622 Escalation agreements
623 Collateral benefits not allowed
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Division 3—The offer period
624 Offer period
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Division 4—Conditional offers
625 Conditional offers—general
626 Maximum acceptance conditions in off market bids
627 Discriminatory conditions not allowed for off market bids
628 Conditions requiring payments to officers of target not allowed in off market bids
629 Conditions turning on bidder’s or associate’s opinion not allowed in off market bids
630 Defeating conditions
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Part 6.5—The takeover procedure
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Division 1—The overall procedure
631 Proposing or announcing a bid
632 Overview of steps in an off market bid
633 Detailed steps in an off market bid
634 Overview of steps in a market bid
635 Detailed steps in a market bid
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Division 2—The bidder’s statement
636 Bidder’s statement content
637 Bidder’s statement formalities
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Division 3—The target’s response
638 Target’s statement content
639 Target’s statement formalities
640 Expert’s report to accompany target’s statement if bidder connected with target
641 Target must inform bidder about securities holdings
642 Expenses of directors of target companies
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Division 4—Updating and correcting the bidder’s statement and target’s statement
643 Supplementary bidder’s statement
644 Supplementary target’s statement
645 Form of supplementary statement
646 Consequences of lodging a supplementary statement
647 To whom supplementary statement must be sent
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Division 5—General rules on takeover procedure
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Subdivision A—Experts’ reports
648A Experts’ reports
Subdivision B—Sending documents to holders of securities
648B Address at which bidder may send documents to holders of securities
648C Manner of sending documents to holders of securities
Subdivision C—Effect of proportional takeover approval provisions
648D Constitution may contain proportional takeover approval provisions
648E Resolution to be put if proportional bid made
648F Effect of rejection of approval resolution
648G Including proportional takeover provisions in constitution
648H Effect of Subdivision
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Part 6.6—Variation of offers
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Division 1—Market bids
649A General
649B Market bids—raising bid price
649C Market bids—extending the offer period
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Division 2—Off market bids (express variation by bidder)
650A General
650B Off market bids—consideration offered
650C Off market bids—extension of offer period
650D Off market bids—method of making variation
650E Right to withdraw acceptance
650F Freeing off market bids from defeating conditions
650G Contracts and acceptances void if defeating condition not fulfilled
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Division 3—Off market bids (automatic variations)
651A Off market bid—effect on bid consideration of purchases made outside bid
651B How to make an election for new forms of consideration
651C Returning securities as part of election
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Part 6.7—Withdrawal and suspension of offers
652A Withdrawal of unaccepted offers under takeover bid
652B Withdrawal of takeover offers with ASIC consent
652C Withdrawal of market bids
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Part 6.8—Acceptances
653A Acceptance of offers made under off market bid
653B Acceptances by transferees and nominees of offers made under off market bid
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Part 6.9—Other activities during the bid period
654A Bidder not to dispose of securities during the bid period
654B Disclosures about substantial shareholdings in listed companies
654C Disclosures about substantial shareholdings in unlisted companies
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Part 6.10—Review and intervention
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Division 1—ASIC’s power to exempt and modify
655A ASIC’s power to exempt and modify
655B Notice of decision and review rights
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Division 2—The Corporations and Securities Panel
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Subdivision A—Review of ASIC’s exercise of its exemption or modification powers
656A Review of exercise of exemption or modification powers
656B Operation and implementation of a decision that is subject to review
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Subdivision B—Unacceptable circumstances
657A Declaration of unacceptable circumstances
657B When Panel may make declaration
657C Applying for declarations and orders
657D Orders that Panel may make following declaration
657E Interim orders
657EA Internal Panel reviews
657EB References by Courts
657F Offence to contravene Panel order
657G Orders by the Court where contravention or proposed contravention of Panel order
657H ASIC may publish report about application to Panel or Court
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Subdivision C—General provisions
658A Power of Panel where a proceeding is frivolous or vexatious
658B Evidentiary value of findings of fact by Panel
658C Panel’s power to make rules
658D Inconsistency between Panel rules and ASIC exemption or declaration
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Division 3—Court powers
659A Panel may refer questions of law to the Court
659AA Object of sections 659B and 659C
659B Court proceedings before end of bid period
659C Court proceedings after end of bid period
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Chapter 6A—Compulsory acquisitions and buy outs
660A Chapter extends to some listed bodies that are not companies
660B Chapter extends to listed managed investment schemes
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Part 6A.1—Compulsory acquisitions and buy outs following takeover bid
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Division 1—Compulsory acquisition of bid class securities
661A Compulsory acquisition power following takeover bid
661B Compulsory acquisition notice
661C Terms on which securities to be acquired
661D Holder may obtain names and addresses of other holders
661E Holder may apply to Court to stop acquisition
661F Signpost—completing the acquisition of the securities
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Division 2—Compulsory buy out of bid class securities
662A Bidder must offer to buy out remaining holders of bid class securities
662B Bidder to tell remaining holders of their right to be bought out
662C Right of remaining holder of securities in the bid class to be bought out
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Division 3—Compulsory buy out of convertible securities
663A Bidder must offer to buy out holders of convertible securities
663B Bidder to tell holders of convertible securities of their right to be bought out
663C Right of holders of convertible securities to be bought out
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Part 6A.2—General compulsory acquisitions and buy outs
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Division 1—Compulsory acquisition of securities by 90% holder
664A Threshold for general compulsory acquisition power
664AA Time limit on exercising compulsory acquisition power
664B The terms for compulsory acquisition
664C Compulsory acquisition notice
664D Benefits outside compulsory acquisition procedure
664E Holder’s right to object to the acquisition
664F The Court’s power to approve acquisition
664G Signpost—completing the acquisition of the securities
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Division 2—Compulsory buy out of convertible securities by 100% holder
665A 100% holder must offer to buy out holders of convertible securities
665B 100% holder to tell holders of convertible securities of their right to be bought out
665C Right of holders of convertible securities to be bought out
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Division 3—Notice that person has become 85% holder of a class of securities
665D Notice by 85% holder to company
665E Notice by company to other members
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Part 6A.3—Completion of compulsory acquisition of securities
666A Completing the acquisition of securities
666B Statutory procedure for completion
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Part 6A.4—Experts’ reports and valuations
667A Expert’s report
667AA Expert to be nominated
667B Expert must not be an associate and must disclose prior dealings and relationships
667C Valuation of securities
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Part 6A.5—Records of unclaimed consideration
668A Company’s power to deal with unclaimed consideration for compulsory acquisition
668B Unclaimed consideration to be transferred to ASIC
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Part 6A.6—ASIC powers
669 ASIC’s power to exempt and modify
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Chapter 6B—Rights and liabilities in relation to Chapter 6 and 6A matters
670A Misstatements in, or omissions from, takeover and compulsory acquisition and buy out documents
670B Right to recover for loss or damage resulting from contravention
670C People liable on takeover or compulsory acquisition statement to inform maker about deficiencies in the statement
670D Defences against prosecutions under subsection 670A(3) and actions under section 670B
670E Liability for proposing a bid or not carrying through with bid
670F Defences
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Chapter 6C—Information about ownership of listed companies and managed investment schemes
671A Chapter extends to some listed bodies that are not companies
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Part 6C.1—Substantial holding information
671B Information about substantial holdings must be given to company, responsible entity and relevant securities exchange
671C Civil liability
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Part 6C.2—Tracing beneficial ownership of shares
672A Disclosure notices
672B Disclosure by member of relevant interests and instructions
672C ASIC may pass information on to person who made request
672D Fee for complying with a direction given by a company or scheme under this Part
672E No notice of rights
672F Civil liability
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Part 6C.3—ASIC powers
673 ASIC’s power to exempt and modify
Chapter 6D—Fundraising
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Part 6D.1—Application of the fundraising provisions
700 Coverage of the fundraising rules
701 Treatment of offers of interests in managed investment scheme
702 Treatment of offers of options over securities
703 Chapter may not be contracted out of
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Part 6D.2—Disclosure to investors about securities
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Division 1—Overview
704 When disclosure to investors is needed
705 Types of disclosure document
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Division 2—Offers that need disclosure to investors
706 Issue offers that need disclosure
707 Sale offers that need disclosure
708 Offers that do not need disclosure
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Division 3—Types of disclosure documents
709 Prospectuses, short form prospectuses, profile statements and offer information statements
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Division 4—Disclosure requirements
710 Prospectus content—general disclosure test
711 Prospectus content—specific disclosures
712 Prospectus content—short form prospectuses
713 Special prospectus content rules for continuously quoted securities
714 Contents of profile statement
715 Contents of offer information statement
716 Disclosure document date and consents
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Division 5—Procedure for offering securities
717 Overview of procedure for offering securities
718 Lodging of disclosure document
719 Lodging supplementary or replacement document
720 Consents needed for lodgment
721 Offer must be made in, or accompanied by, the disclosure document
722 Application money to be held on trust
723 Issuing or transferring the securities under a disclosure document
724 Choices open to person making the offer if disclosure document condition not met or disclosure document defective
725 Expiration of disclosure document
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Part 6D.3—Prohibitions, liabilities and remedies
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Division 1—Prohibitions and liabilities
726 Offering securities in a body that does not exist
727 Offering securities without a current disclosure document
728 Misstatement in, or omission from, disclosure document
729 Right to recover for loss or damage resulting from contravention
730 People liable on disclosure document to inform person making the offer about deficiencies in the disclosure document
731 Due diligence defence for prospectuses
732 Lack of knowledge defence for offer information statements and profile statements
733 General defences for all disclosure documents
734 Restrictions on advertising and publicity
735 Obligation to keep consents and other documents
736 Securities hawking prohibited
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Division 2—Remedies
737 Remedies for investors
738 Securities may be returned and refund obtained
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Part 6D.4—ASIC’s powers
739 ASIC stop orders
740 Anti avoidance determinations
741 ASIC’s power to exempt and modify
Chapter 7—Securities
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Part 7.1—Interpretation
760 Effect of this Part
761 Definitions
762 Conduct
763 Odd lot
764 References to doing acts
765 Misleading representation
766 Trading in securities
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Part 7.1A—The Australian Stock Exchange Limited
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Division 2—Limitations on holding shares in the Exchange
766E Unacceptable ownership situation
766F Causing an unacceptable ownership situation
766G Exchange’s obligation to avoid unacceptable ownership situation
766H Remedial orders
766I This Division extends to things outside Australia etc.
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Part 7.2—Securities exchanges and stock markets
767 Conducting unauthorised stock markets
769 Approval of stock exchange
769A Ongoing requirements to be observed by securities exchange
769B Minister’s directions to comply with ongoing requirements
769C Annual report by securities exchange about compliance with ongoing requirements
769D Special report by securities exchange about compliance with ongoing requirements
770 Approval of approved securities organisation
770A Approval of special stock markets for unquoted prescribed interests
770B Section 770A stock markets—separate markets exist in relation to different kinds of prescribed interests
770C Section 770A stock markets—regulations may make additional provision
771 Exempt stock market
772 Publication of instruments executed under section 769, 770, 770A or 771
772A Business rules bind securities exchange and its members
772B Self listing by securities exchanges
773 Auction, by licensed auctioneer, of forfeited shares
774 ASIC to be notified of amendments to rules
775 ASIC’s power to prohibit trading in particular securities
776 Securities exchanges to provide assistance to ASIC
777 Power of Court to order compliance with or enforcement of business rules or listing rules of securities exchange
778 Gaming and wagering laws not applicable to certain contracts and relevant agreements
779 Qualified privilege
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Part 7.2A—The Securities Clearing House
779A Interpretation
779B Approval of securities clearing house
779C ASIC to be notified of amendments of business rules
779D Securities clearing house to assist ASIC
779E Securities clearing house to notify ASIC of disciplinary action
779F SCH business rules have effect as contract
779G Power of Court to order compliance with provisions of SCH business rules
779H Qualified privilege in respect of disciplinary proceedings
779J Provision of settlement facilities not a securities business etc.
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Part 7.3—Participants in the securities industry
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Division 1—Dealers, investment advisers and operators of managed investment schemes
780 Dealers
781 Investment advisers
782 Application for a licence
783 Grant of licence to natural person
784 Grant of licence to body corporate
785 Effect of certain provisions
786 Conditions of licence
787 Licensee to notify breach of licence condition
788 Giving information and statements to ASIC
789 Register of Licence Holders
790 Notifying change in particulars
791 Annual statement of licensee
792 Time for lodging annual statement
793 ASIC may extend period for lodging statement
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Division 2—Agreements with unlicensed persons
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Subdivision A—Agreements affected
794 Certain persons not clients
795 Agreements with unlicensed persons
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Subdivision B—Effect on agreements
798 Client may give notice of rescission
799 Effect of notice under section 798
799A Client may apply to Court for partial rescission
800 Court may make consequential orders
801 Agreement unenforceable against client
802 Non licensee not entitled to recover commission
803 Onus of establishing non application of section 801 or 802
804 Client may recover commission paid to non licensee
805 Remedies under this Division additional to other remedies
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Division 3—Representatives
806 Representatives of dealers
807 Representatives of investment advisers
808 Defence
809 Body corporate not to act as representative
810 Licensee to keep register of holders of proper authorities
811 Licensee to notify ASIC of location and contents of register
812 Inspection and copying of register
813 Disclosure to non dealer
814 ASIC may require production of authority
815 ASIC may give licensee information about representative
816 Holder of authority may be required to return it
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Division 4—Liability of principals for representatives’ conduct
817 Conduct engaged in as a representative
818 Liability where identity of principal unknown
819 Liability of principals where act done in reliance on representative’s conduct
820 Presumptions about certain matters
821 No contracting out of liability for representative’s conduct
822 Effect of Division
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Division 5—Excluding persons from the securities industry
824 Power to revoke, without a hearing, licence held by natural person
825 Power to revoke, without a hearing, licence held by body corporate
825A Power to revoke responsible entity’s licence without a hearing
826 Power to revoke licence after a hearing
827 Power to suspend licence instead of revoking it
828 Power to make banning order where licence revoked or suspended
829 Power to make banning order against unlicensed person
830 Nature of banning order
831 Exceptions to banning order
832 Variation or revocation of banning order on application
833 Revocation of banning order in certain cases
834 Effect and publication of orders under this Division
835 Contravention of banning order
836 Banned person ineligible for licence
837 Opportunity for hearing
838 Disqualification by the Court
839 Effect of orders under section 838
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Part 7.4—Conduct of securities business
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Division 1—Regulation of certain activities
841 Certain representations prohibited
842 Issue of contract notes
843 Dealings and transactions on a dealer’s own account
844 Dealer to give priority to clients’ orders
845 Dealings by employees of holders of licences
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Division 2—Short selling of securities
846 Short selling
847 ASIC’s power to prohibit short selling in certain cases
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Division 3—Recommendations about securities
848 Recommendation made by partner or officer
849 Client to be told if adviser’s interests may influence recommendation
850 Defences to alleged breach of subsection 849(2)
851 Adviser must have reasonable basis for recommendation
852 Adviser who breaches this Division liable to compensate client
853 Qualified privilege for adviser when complying with this Division
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Part 7.5—Dealers’ financial statements and audit
854 Interpretation
855 Application of Part
856 Dealers’ financial records
857 Appointment of auditor by dealer
858 Removal and resignation of auditors
859 Fees and expenses of auditors
860 Dealer’s accounts
861 Auditor to report to ASIC on certain matters
862 Securities exchange to report to ASIC on certain matters
863 Qualified privilege for auditor
864 Securities exchange may impose additional obligations on members
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Part 7.6—Money and scrip of dealers’ clients
865 Interpretation
865A Application of Part
866 Dealer to keep trust account
867 What is to be paid into dealer’s trust account
868 When money to be paid into trust account
869 Withdrawals from trust account
870 Withdrawal against uncleared cheque
871 Trust money not available in respect of dealer’s own debts
872 Money lent to dealer
873 Scrip in dealer’s custody
874 Court may freeze certain bank accounts of dealers and former dealers
875 Interim order freezing bank accounts
876 Duty of banker to make full disclosure
877 Further orders and directions
878 Power of Court to make order relating to payment of money
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Part 7.7—Registers of interests in securities
879 Interpretation
880 Application of Part
881 Register to be maintained
882 ASIC to be notified of certain matters on establishment of Register
883 ASIC to be notified of changes in certain matters
884 Defences
885 ASIC’s power to require production of Register
886 ASIC’s power to require certain information
887 ASIC’s power to supply copy of Register
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Part 7.8—Deposits with stock exchanges
888 Interpretation
889 Deposits to be lodged by member organisations
890 Deposit to be proportion of trust account balance
891 Deposits to be invested by stock exchange
892 Accounts in respect of deposits
893 Claims not affected by this Part
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Part 7.9—Fidelity funds
894 Interpretation
895 Fidelity funds
896 Money constituting fidelity fund
897 Fund to be kept in separate ADI account
898 Payments out of fund
899 Payment to the credit of the fidelity fund of a futures exchange or futures association
900 Accounts of fund
901 Management sub committee
902 Contributions to fund
903 Provisions where fund exceeds $2,000,000
904 Levy in addition to annual contributions
905 Power of securities exchange to make advances to fund
906 Investment of fund
907 Application of fund
908 Claims against the fund
909 Rights of innocent partner in relation to fund
910 Notice calling for claims against fund
911 Power of board to settle claims
912 Form of order of Court establishing claim
913 Power of securities exchange to require production of securities
914 Subrogation of securities exchange to rights etc. of claimant on payment from fund
915 Payment of claims only from fund
916 Provision where fund insufficient to meet claims or where claims exceed total amount payable
917 Power of securities exchange to enter into contracts of insurance or indemnity
918 Application of insurance money
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Part 7.10—The National Guarantee Fund
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Division 1—Interpretation
920 Interpretation
921 Excluded persons
922 Becoming insolvent
923 Permitted investments
924 Transfer of securities etc. and payment of money
924A Novation of agreements
924B Attributing securities and payments to transactions
925A Minister to nominate SEGC
926 SEGC’s functions and powers under this Part
927 Management sub committee
927A Sub delegation by management sub committee
928 ASIC to be notified of amendments to business rules
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Division 3—The National Guarantee Fund
928A Interpretation—borrowing
928B Continuation of National Guarantee Fund
929 SEGC to keep Fund
930 Property constituting Fund
930A Power to borrow etc. for purposes of the Fund
930B Money borrowed and paid to SEGC
930C Money borrowed and not paid to SEGC
931 Fund to be kept in separate ADI account
932 Payments out of Fund
933 Accounts of Fund
934 Investment of Fund
935 Interest and profits from investment of Fund
936 Minimum amount of Fund
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Division 4—Levies where Fund less than minimum amount
937 Definition
938 Levy on transactions
939 Revocation of levy on transactions
940 Levy on participating exchanges
941 Levy by participating exchange on members or member organisations
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Division 5—Securities industry development accounts
943 Interpretation
944 Payments where Fund exceeds minimum amount
945 Payments into and out of development account
946 Investment
947 Accounts
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Division 6—Contract guarantees
948 Definitions
948A Effect of using a transfer delivery service
949 Claim by selling dealer in respect of default by buying dealer
950 Claim by buying dealer in respect of default by selling dealer
950A Effect of novation, under business rules, of agreement for purchase
951 Claim by selling client in respect of default by selling dealer
952 Claim by buying client in respect of default by buying dealer
952A Cash settlement of claims—SCH regulated transfers
953 Cash settlement of claims—transfers other than SCH regulated transfers
954 Making of claims
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Division 6A—Securities loans guarantees
954A Interpretation—general definitions
954B Interpretation—guaranteed securities loan and related concepts
954C Effect of using a transfer delivery service
954D Claim by lender in respect of borrower’s failure to discharge obligation
954E Effect of novation, under business rules, of guaranteed securities loan
954F How and when claim to be made
954G How claim in respect of securities or non money security benefits is to be satisfied
954H How claim in respect of an amount of money is to be satisfied
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Division 6B—Claims in respect of net obligations
954L Interpretation
954M Effect of using a transfer delivery service
954N Claim in respect of failure to pay net amount in respect of transactions
954P Claim in respect of failure to transfer net number of securities in respect of transactions
954Q How and when claim to be made
954R How claim under subsection 954N(1) is to be satisfied
954S How claim under subsection 954P(2) is to be satisfied
954T How claim under subsection 954P(3) is to be satisfied
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Division 6C—Transfer delivery service guarantees
954W Interpretation
954X Claims in respect of default by TDS nominee
954Y How and when claim to be made
954Z How claim under subsection 954X(2) is to be satisfied
954ZA How claim under subsection 954X(3) is to be satisfied
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Division 7—Unauthorised transfer
955 Interpretation
955A Extended application of Division to non marketable securities
956 Situations to which Division applies
957 Claim by transferor
958 Claim by transferee or sub transferee
959 How and when claim may be made
960 How claim is to be satisfied
961 Discretionary further compensation to transferor
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Division 7A—Contraventions of SCH certificate cancellation provisions
961C Interpretation
961D Claim in respect of contravention of SCH certificate cancellation provisions
961E How and when claim may be made
961F How claim is to be satisfied
961G Discretionary further compensation
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Division 8—Claims in respect of insolvent members
962 Interpretation
963 Claim in respect of property entrusted to, or received by, dealer before dealer became insolvent
964 Cash settlement of claims where property unobtainable
965 Ordering of alternative claims and prevention of double recovery
966 No claim in respect of money lent to dealer
967 No claim in certain other cases
968 Limits of compensation
969 Making of claims
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Division 9—General provisions relating to claims
970 Power of SEGC to allow and settle claim
970A Claimant may be required to exercise right of set off
970B Effect of set off on claim
971 Successful claimant entitled to costs and disbursements
972 Interest
972A Discretion to pay amounts not received etc. because of failure to transfer securities
973 Application of Fund in respect of certain claims
974 Allowing of claim not to constitute admission
975 SEGC to notify claimant where claim disallowed
976 Proceedings in the Court
977 Arbitration of amount of cash settlement of certain claims
978 Form of order of Court establishing claim
979 Power of Board to require production of securities etc.
980 Subrogation of SEGC to claimant’s rights etc.
981 Payment of claims only from Fund
982 SEGC may enter into contracts of insurance or indemnity
983 Instalment payments
983A ASIC’s power to modify effect of claims Divisions
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Division 10—Transitional
984 Definitions
985 Assets and liabilities of joining exchange’s fidelity fund
986 Final accounts in respect of joining exchange’s fidelity fund
987 Application of liability provisions in relation to transferred claims
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Part 7.11—Conduct in relation to securities
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Division 2—Prohibited conduct
995 Misleading or deceptive conduct
995A Application of State Fair Trading Acts provisions
997 Stock market manipulation
998 False trading and market rigging transactions
999 False or misleading statements in relation to securities
1000 Fraudulently inducing persons to deal in securities
1001 Dissemination of information about illegal transactions
1001A Continuous disclosure—listed disclosing entities
1001B Continuous disclosure—unlisted disclosing entities
1001C Sections 1001A and 1001B—when information is generally available
1001D Sections 1001A and 1001B—material effect on price or value
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Division 2A—Insider trading
1002 Application of Division
1002A Securities
1002B Information generally available
1002C Material effect on price or value of securities
1002D Trading, and procuring trading, in securities
1002E Information in possession of officer of body corporate
1002F Information in possession of partner or employee of partnership
1002G Prohibited conduct by person in possession of inside information
1002H Exception for withdrawal from registered scheme
1002J Exception for underwriters
1002K Exception for purchase pursuant to legal requirement
1002L Exception for information communicated pursuant to a legal requirement
1002M Chinese wall arrangements by bodies corporate
1002N Chinese wall arrangements by partnerships etc.
1002P Exception for knowledge of person’s own intentions or activities
1002Q Exception for bodies corporate
1002R Exception for officers or agents of body corporate
1002S Transactions by holder of dealers licence or a representative of the holder of such a licence
1002T Prosecutions and defences
1002U Powers of court
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Division 4—Civil liability
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Subdivision A—General
1005 Civil liability for contravention of this Part
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Subdivision C—Liability in respect of unlawful market activity
1013 Liability for insider trading
1014 Liability for other unlawful market activity
1015 Amount recoverable
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Part 7.13—Title to, and transfer of, securities
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Division 1—Title to securities
1085 Nature of shares and other interests
1086 Numbering shares
1087 Certificate to be evidence of title
1089 Loss or destruction of certificates
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Division 2—Transfer of securities
1090 Definition
1091 Instrument of transfer
1091AA Transmission of shares on death (replaceable rule—see section 135)
1091AB Transmission of shares on bankruptcy (replaceable rule—see section 135)
1091A Rights of trustee of estate of bankrupt shareholder
1091B Transmission of shares on mental incapacity (replaceable rule—see section 135)
1091C Trustee etc. may be registered as owner of shares
1091D Registration of transfers (replaceable rule—see section 135)
1091E Additional general discretion for directors of proprietary companies to refuse to register transfers (replaceable rule—see section 135)
1092 Registration of transfer at request of transferor
1093 Notice of refusal to register transfer
1094 Remedy for refusal to register transfer or transmission
1095 Certification of transfers
1096 Duties of company with respect to issue of certificates
1096A Notices relating to non beneficial and beneficial ownership of shares
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Division 3—Transfer of marketable securities and marketable rights
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Subdivision A—Interpretation
1097 Interpretation
1097A Quoted securities and rights
1097B SCH business rules may extend meaning of quoted securities or quoted rights
1097C ASIC may declare that Act applies to securities as if they were quoted securities or rights
1097D Transfer that substantially complies with SCH business rules
1098 Document duly completed in accordance with a particular form
1099 Stamping of documents
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Subdivision B—Sufficient transfers (transfers other than SCH regulated transfers)
1099A Subdivision does not apply to SCH regulated transfers
1100 Sufficient transfers
1101 What is a sufficient transfer of marketable securities or marketable rights: generally
1102 What is a sufficient transfer by an authorised trustee corporation
1103 Transferee’s execution of transfer of marketable securities
1104 Transferee’s execution of transfer of marketable rights
1105 Effect where document purports to bear transferor’s broker’s stamp
1106 Warranties by securities exchange where document purports to bear its stamp
1107 Indemnities by securities exchange and broker where documents purport to bear their stamps
1108 Joint and several warranties and liabilities
1109 Registration of certain instruments
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Subdivision C—SCH regulated transfers
1109A Member organisation’s authority to enter into transaction continues despite client’s death
1109B Authority to enter into transaction gives authority to transfer
1109C Effect of proper SCH transfer
1109D Effect of proper SCH transfer on transferee
1109E Warranties by member organisation whose identification code is included in transfer document
1109F Indemnities in respect of warranted matters
1109G Joint and several warranties and liabilities
1109J Securities clearing house entitled to assume its business rules complied with
1109K SCH regulated transfer not to be registered unless proper SCH transfer
1109L Issuing body not to refuse to register proper SCH transfer
1109M Trustees and legal representatives may be SCH participants etc.
1109N Determination of who holds quoted securities for the purposes of a meeting
1109P Determination of who holds quoted securities for the purposes of conferring security benefits
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Subdivision D—Miscellaneous
1110 Operation of Division
1111 Occupation need not appear in transfer document, register etc.
1112 Offences: stamping of broker’s stamp on sufficient transfer
1112A Offences: inclusion of identification codes in proper SCH transfers
1112B Offences: contravention by broker of the SCH certificate cancellation provisions relating to use of cancellation stamps
1112C Civil liability: contravention by broker of the SCH certificate cancellation provisions
1112D Issuer protected from civil liability for broker’s contravention of SCH certificate cancellation provisions
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Division 4—Exemptions and modifications
1113 ASIC’s general powers
1113A ASIC’s power to extend application of Division 3
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Part 7.14—Miscellaneous
1114 Power of Court to make certain orders
1115 Restrictions on use of titles “stockbroker”, “sharebroker” and “stock exchange”
1116 Preservation and disposal of records etc.
1117 Concealing etc. of books relating to securities
1118 Falsification of records
1119 Precautions against falsification of records
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Volume 4
Chapter 8—The Futures Industry
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Part 8.1—Interpretation
1120 Business rules: futures association
1121 Business rules: clearing house
1122 Business rules: futures exchange
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Part 8.2—Futures exchanges, clearing houses and futures associations
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Division 1—Futures exchanges and exempt futures markets
1123 Conducting unauthorised futures markets
1126 Approval of futures exchange
1127 Exempt futures market
Division 2—Clearing houses
1128 When a person may provide clearing house facilities
1131 Approval of clearing house
Division 3—Futures associations
1132 Approval of futures association
1133 Suspension or cancellation of approval
Division 4—General
1134 Publication of certain instruments
1135 Appeal to the Court against certain decisions of futures exchanges and futures associations
1136 ASIC to be notified of amendments of business rules
1137 Orderly markets in futures contracts—functions and powers of futures exchanges and clearing houses
1138 Orderly markets in futures contracts—ASIC’s powers
1139 Futures exchanges and others to assist ASIC
1140 Power of Court to order observance or enforcement of business rules of futures exchange, clearing house or futures association
1141 Gaming and wagering laws not applicable to certain futures contracts and Chapter 8 agreements
1141A Qualified privilege in respect of disciplinary proceedings
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Part 8.3—Participants in the futures industry
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Division 1—Futures brokers and futures advisers
1142 Futures brokers
1143 Futures advisers
1144 Application for a licence
1144A Grant of licence to natural person
1145 Grant of licence to body corporate
1145A Effect of certain provisions
1147 Conditions of licence: general
1148 Conditions of futures brokers licence: membership of futures organisation
1149 Conditions of futures brokers licence: assets and liabilities
1150 Conditions of licence: supervision of representatives
1151 Revocation and variation of licence conditions
1152 Futures organisations to be informed about conditions of futures brokers licence
1153 Licensee to notify breach of licence condition
1154 ASIC may require licensed futures broker to give information
1155 Register of Futures Licensees
1156 Notifying change in particulars
1157 Annual statement of licensee
1158 Time for lodging annual statement
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Division 2—Agreements with unlicensed persons
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Subdivision A—Agreements affected
1159 Excluded clients
1160 Agreement about a dealing in breach of section 1142
1161 Agreement with corporation acting in breach of section 1143
Subdivision B—Effect on agreements
1164 Client may give notice of rescission
1165 Effect of notice under section 1164
1165A Client may apply to Court for partial rescission
1166 Court may make consequential orders
1167 Agreement unenforceable against client
1168 Non licensee not entitled to recover commission
1169 Onus of establishing non application of section 1167 or 1168
1170 Client may recover commission paid to non licensee
1171 Remedies under this Division additional to other remedies
Division 3—Futures representatives
1172 Representatives of futures brokers
1173 Representatives of futures advisers
1174 Defence
1175 Body corporate not to act as representative
1176 Licensee to keep register of holders of proper authorities
1177 Licensee to notify ASIC of location and contents of register
1178 Inspection and copying of register
1180 ASIC may require production of authority
1181 ASIC may give licensee information about representative
1182 Holder of authority may be required to return it
Division 4—Liability of principals for representatives’ conduct
1183 Conduct engaged in as a representative
1184 Liability where identity of principal unknown
1185 Liability of principals where act done in reliance on representative’s conduct
1186 Presumptions about certain matters
1187 No contracting out of liability for representative’s conduct
1188 Effect of Division
Division 5—Excluding persons from the futures industry
1189A Power to revoke, without a hearing, licence held by natural person
1190 Power to revoke, without a hearing, licence held by body corporate
1191 Power to revoke licence after a hearing
1192 Power to suspend licence instead of revoking it
1192A Power to make banning order where licence revoked or suspended
1193 Power to make banning order against unlicensed person
1194 Nature of banning order
1195 Exceptions to banning order
1196 Variation or revocation of banning order on application
1197 Revocation of banning order in certain cases
1198 Effect and publication of orders under this Division
1199 Contravention of banning order
1199A Banned person ineligible for licence
1200 Opportunity for hearing
1201 Disqualification by the Court
1202 Effect of orders under section 1201
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Part 8.4—Conduct of futures business
1204 Certain representations prohibited
1205 Undesirable advertising
1205A Application of sections 1206 and 1207: exempt brokers
1206 Issue of contract notes
1207 Futures broker to give monthly statement to client
1208 Dealings by futures broker on own account
1209 Segregation of client money and property
1210 Futures broker to give certain information to prospective clients
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Part 8.5—Financial statements and audit
1211 Interpretation
1212 Application of Part
1213 Accounts to be kept by futures brokers
1214 Property in custody of futures broker
1215 Appointment of auditor by futures broker
1216 Removal and resignation of auditors
1217 Fees and expenses of auditors
1218 Futures brokers’ accounts
1219 Auditor’s right of access to records, information etc.
1220 Auditor to report to ASIC in certain cases
1221 Certain matters to be reported to ASIC
1222 Defamation
1223 This Part not to affect right of futures exchange or futures association to impose obligations etc. on members
1224 Power of Court to restrain dealings with futures broker’s bank accounts
1225 Duty of banker or body corporate to make full disclosure
1226 Power of Court to make further orders and give directions
1227 Power of Court to make order relating to payment of money
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Part 8.6—Fidelity funds
1228 Establishment of fidelity funds
1229 Money constituting fidelity fund
1230 Fund to be kept in separate ADI account
1231 Payments out of fund
1232 Accounts of fund
1233 Management sub committee
1234 Contributions to fund
1235 Levy in addition to annual contributions
1236 Levy not payable in certain cases
1237 Power of futures organisation to make advances to fund
1238 Investment of fund
1239 Application of fund
1240 Claims against fund
1241 Rights of innocent partner in relation to fund
1242 Notice calling for claims against fund
1243 Power of board to settle claims
1244 Form of order of Court establishing claim
1245 Power of Board to require production of documents etc.
1246 Subrogation of futures organisation to rights etc. of claimant on payment from fund
1247 Payment of claims only from fund
1248 Provisions where fund insufficient to meet claims or where claims exceed total amount payable
1249 Power of futures organisation to enter into contracts of insurance or indemnity
1250 Application of insurance money
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Part 8.7—Offences
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Division 1—Insider dealing
1251 Futures contract concerning a body corporate
1252 Person connected with a body corporate
1253 Persons precluded from dealing
1254 Body corporate precluded from dealing when officer precluded
1255 Exceptions: licensed futures brokers
1256 Prohibitions where dealing precluded
1257 Defence where other party to dealing also had the inside information
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Division 2—General
1258 Dealings by futures broker on behalf of others
1259 Futures market manipulation
1260 False trading and market rigging
1261 False or misleading statements etc.
1262 Fraudulently inducing person to deal in futures contracts
1263 Dissemination of information about illegal transactions
1264 Fraud in connection with dealings in futures contracts
1265 Compensation for loss etc.
1266 Sequence of transmission and execution of orders
1267 Dealings by employees of futures brokers and futures advisers
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Part 8.8—Miscellaneous
1268 Power of Court to make certain orders
1269 Restrictions on use of titles “futures broker”, “futures exchange” etc.
1270 Preservation and disposal of records etc.
1271 Concealing etc. books relating to futures contracts
1272 Falsification of records
1273 Precautions against falsification of records
Chapter 9—Miscellaneous
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Part 9.1—Registers and registration of documents
1274 Registers
1274AA Register of disqualified company directors and other officers
1274A Obtaining information from certain registers
1274B Use, in court proceedings, of information from ASIC’s national database
1274C ASIC certificate
1275 Relodging of lost registered documents
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Part 9.2—Registration of auditors and liquidators
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Division 1—Interpretation
1276 Definitions
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Division 2—Registration
1279 Application for registration as auditor or liquidator
1280 Registration of auditors
1281 Auditor General taken to be registered as auditor
1282 Registration of liquidators
1283 Registration of official liquidators
1284 Security to be given by liquidators
1285 Register of Auditors
1286 Registers of Liquidators and Official Liquidators
1287 Notification of certain matters
1288 Triennial statements by registered auditors and liquidators
1289 Auditors and other persons to enjoy qualified privilege in certain circumstances
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Division 3—Cancellation or suspension of registration
1290 Cancellation at request of registered person
1291 Official liquidators
1292 Powers of Board in relation to auditors and liquidators
1294 Board to give opportunity for hearing etc.
1295 Board may remove suspension
1296 Notice of Board’s decision
1297 Time when Board’s decision comes into effect
1298 Effect of suspension
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Part 9.3—Books
1300 Inspection of books
1301 Location of books on computers
1302 Location of registers
1303 Court may compel compliance
1304 Translations of instruments
1305 Admissibility of books in evidence
1306 Form and evidentiary value of books
1307 Falsification of books
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Part 9.4—Offences
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Division 1—Specific offences
1308 False or misleading statements
1309 False information etc.
1310 Obstructing or hindering ASIC etc.
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Division 2—Offences generally
1311 General penalty provisions
1312 Penalties for bodies corporate
1313 Penalty notices
1313A Offences committed partly in and partly out of the jurisdiction
1314 Continuing offences
1315 Proceedings: how taken
1316 Time for instituting criminal proceedings
1316A Privilege against self incrimination not available to bodies corporate in Corporations Act criminal proceedings
1317 Certain persons to assist in prosecutions
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Part 9.4A—Review by Administrative Appeals Tribunal of certain decisions
1317A Definitions
1317B Applications for review
1317C Excluded decisions
1317D Notice of reviewable decision and review rights
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Part 9.4B—Civil consequences of contravening civil penalty provisions
1317E Declarations of contravention
1317F Declaration of contravention is conclusive evidence
1317G Pecuniary penalty orders
1317H Compensation orders
1317J Who may apply for a declaration or order
1317K Time limit for application for a declaration or order
1317L Civil evidence and procedure rules for declarations of contravention and civil penalty orders
1317M Civil proceedings after criminal proceedings
1317N Criminal proceedings during civil proceedings
1317P Criminal proceedings after civil proceedings
1317Q Evidence given in proceedings for penalty not admissible in criminal proceedings
1317R ASIC requiring person to assist
1317S Relief from liability for contravention of civil penalty provision
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Part 9.5—Powers of Courts
1318 Power to grant relief
1319 Power of Court to give directions with respect to meetings ordered by the Court
1321 Appeals from decisions of receivers, liquidators etc.
1322 Irregularities
1323 Power of Court to prohibit payment or transfer of money, securities, futures contracts or property
1324 Injunctions
1324A Provisions relating to prosecutions
1324B Order to disclose information or publish advertisements
1325 Other orders
1325A Orders if contravention of Chapter 6, 6A, 6B or 6C
1325B Court may order bidder to make offers
1325C Unfair or unconscionable agreements, payments or benefits
1325D Contravention due to inadvertence etc.
1325E Orders to secure compliance
1326 Effect of sections 1323, 1324 and 1325
1327 Power of Court to punish for contempt of Court
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Part 9.6—Proceedings
1330 ASIC’s power to intervene in proceedings
1331 Civil proceedings not to be stayed
1332 Standard of proof
1333 Evidence of contravention
1335 Costs
1336 Vesting of property
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Part 9.6A—Jurisdiction and procedure of Courts
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Division 1—Civil jurisdiction
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Subdivision A—Preliminary
1337A Operation of Division
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Subdivision B—Conferral of jurisdiction
1337B Jurisdiction of Federal Court and State and Territory Supreme Courts
1337C Jurisdiction of Family Court and State Family Courts
1337D Jurisdiction of courts (decisions to prosecute and related criminal justice process decisions made by Commonwealth officers)
1337E Jurisdiction of lower courts
1337F Appeals
1337G Courts to act in aid of each other
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Subdivision C—Transfer of proceedings
1337H Transfer of proceedings by the Federal Court and State and Territory Supreme Courts
1337J Transfer of proceedings by Family Court and State Family Courts
1337K Transfer of proceedings in lower courts
1337L Further matters for a court to consider when deciding whether to transfer a proceeding
1337M Transfer may be made at any stage
1337N Transfer of documents
1337P Conduct of proceedings
1337Q Rights of appearance
1337R Limitation on appeals
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Subdivision D—Rules of court
1337S Rules of the Federal Court
1337T Rules of the Supreme Court
1337U Rules of the Family Court
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Division 2—Vesting and cross vesting of criminal jurisdiction
1338A Operation of Division
1338B Jurisdiction of courts
1338C Laws to be applied
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Part 9.7—Unclaimed property
1339 ASIC to deal with unclaimed property
1340 ASIC not liable to pay calls on shares etc.
1341 Disposition of money in unclaimed money account
1342 Commonwealth or ASIC not liable for loss or damage
1343 Disposal of securities if whereabouts of holder unknown
1343A Disposal of interests in registered scheme if whereabouts of member unknown
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Part 9.9—Miscellaneous
1345A Minister may delegate prescribed functions and powers under this Act
1346 Non application of rule against perpetuities to certain schemes
1348 Operation of Life Insurance Act
1350 Compensation for compulsory acquisition
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Part 9.10—Fees for chargeable matters
1351 Fees for chargeable matters
1354 Lodgment of document without payment of fee
1355 Doing act without payment of fee
1356 Effect of sections 1354 and 1355
1359 Waiver and refund of fees
1360 Debts due to the Commonwealth
1362 Payment of fee does not give right to inspect or search
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Part 9.12—Regulations
1363 Definitions
1364 Power to make regulations
1365 Scope of particular regulations
1366 Verifying or certifying documents
1367 Documents lodged by an agent
1368 Exemptions from Chapter 6D, 7 or 8
1369 Penalty notices
1369A State termination of reference
Chapter 10—Transitional provisions
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Part 10.1—Transition from the old corporations legislation
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Division 1—Preliminary
1370 Object of Part
1371 Definitions
1372 Relationship of Part with State validation Acts
1373 References to things taken or deemed to be the case etc.
1374 Existence of several versions of old corporations legislation does not result in this Part operating to take same thing to be done several times under new corporations legislation etc.
1375 Penalty units in respect of pre commencement conduct remain at $100
1376 Ceasing to be a referring State does not affect previous operation of this Part
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Division 2—Carrying over registration of companies
1377 Division has effect subject to Division 7 regulations
1378 Existing registered companies continue to be registered
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Division 3—Carrying over the old Corporations Regulations
1379 Division has effect subject to Division 7 regulations
1380 Old Corporations Regulations continue to have effect
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Division 4—Court proceedings and orders
1381 Division has effect subject to Division 7 regulations
1382 Definitions
1383 Treatment of court proceedings under or related to the old corporations legislation—proceedings other than federal corporations proceedings
1384 Treatment of court proceedings under or related to the old corporations legislation—federal corporations proceedings
1385 References to proceedings and orders in the new corporations legislation
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Division 5—Other specific transitional provisions
1386 Division has effect subject to Division 7 regulations
1387 Certain applications lapse on the commencement
1388 Carrying over the Partnerships and Associations Application Order
1389 Evidentiary certificates
1390 Preservation of nomination of body corporate as SEGC
1391 Preservation of identification of satisfactory records
1392 Retention of information obtained under old corporations legislation of non referring State
1393 Transitional provisions relating to section 1351 fees
1394 Transitional provisions relating to securities exchange fidelity fund levies
1395 Transitional provisions relating to National Guarantee Fund levies
1396 Transitional provisions relating to futures organisation fidelity fund levies
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Division 6—General transitional provisions relating to other things done etc. under the old corporations legislation
1397 Limitations on scope of this Division
1398 Provisions of this Division may have an overlapping effect
1399 Things done by etc. carried over provisions continue to have effect
1400 Creation of equivalent rights and liabilities to those that existed before the commencement under carried over provisions of the old corporations legislation
1401 Creation of equivalent rights and liabilities to those that existed before the commencement under repealed provisions of the old corporations legislation
1402 Old corporations legislation time limits etc.
1403 Preservation of significance etc. of events or circumstances
1404 References in the new corporations legislation generally include references to events, circumstances or things that happened or arose before the commencement
1405 References in the new corporations legislation to that legislation or the new ASIC legislation generally include references to corresponding provisions of the old corporations legislation or old ASIC legislation
1406 Carrying over references to corresponding previous laws
1407 References to old corporations legislation in instruments
1408 Old transitional provisions continue to have their effect
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Division 7—Regulations dealing with transitional matters
1409 Regulations may deal with transitional matters
Schedule 2—Forms of Transfer of Marketable Securities and Marketable Rights
Schedule 3—Penalties
Schedule 4—Transfer of financial institutions and friendly societies
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Part 1—Preliminary
1 Definitions
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Part 2—Financial institutions that became companies
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Division 1—Registration and its consequences
3 Background (registration of transferring financial institution as company)
4 Rules applied to transferring institution that was registered as a company under the transfer provisions
11 Transferring financial institution under external administration
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Division 2—Membership
12 Institution that became a company limited by shares
13 Institution that became a company limited by guarantee
14 Institution becoming a company limited by shares and guarantee
15 Redeemable preference shares that were withdrawable shares
16 Liability of members on winding up
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Division 3—Share capital
17 Share capital
18 Application of no par value rule
19 Calls on partly paid shares
20 References in contracts and other documents to par value
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Part 4—The transition period
25 ASIC may direct directors of a company to modify its constitution
27 When certain modifications of a company’s constitution under an exemption or declaration take effect
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Part 5—Demutualisations
29 Disclosure for proposed demutualisation
30 ASIC’s exemption power
31 Coverage of disclosure statement
32 Registration of disclosure statement
33 Expert’s report
34 Unconscionable conduct in relation to demutualisations
35 Orders the Court may make
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Part 6—Continued application of fundraising provisions of the Friendly Societies Code
36 Friendly Societies Code to apply to offers of interests in benefit funds
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Part 7—Transitional provisions
37 Unclaimed money
38 Modification by regulations
39 Regulations may deal with transitional, saving or application matters
