An Ordinance to revise the Ordinances of the Territory in consequence of the repeal of the Companies Ordinance 1962

This Ordinance may be cited as the Ordinances Revision (Companies Amendments) Ordinance 1982.

2 Commencement

This Ordinance shall come into operation on 1 July 1982.

Part II Amendments of the Associations Incorporation Ordinance 1953

3 Interpretation [see Note 2]

In this Part, Principal Ordinance means the Associations Incorporation Ordinance 1953.

4 Interpretation

Section 2 of the Principal Ordinance is amended

(a) by inserting after the definition of association in subsection (1) the following definition:

‘Commission means the Corporate Affairs Commission.’;

(b) by inserting after the definition of committee in subsection (1) the following definition:

‘Companies Act means the Companies Act 1981.’; and

(c) by omitting from subsection (1) the definitions of the Companies Ordinance, the Registrar and unauthorized name and substituting the following definition:

‘unauthorized name, in relation to an association means a name that is, in the opinion of the Commission, undesirable or is a name, or a name of a kind, that the National Companies and Securities Commission has been directed, under section 38 of the Companies Act, not to accept for registration.’.

5 Certificates of incorporation

Section 6 of the Principal Ordinance is amended:

(a) by omitting from subsection (1) ‘Registrar may, if he is satisfied that it is proper for him’ and substituting ‘Commission may, if it is satisfied that it is proper for it’;

(b) by omitting from subsection (1A) ‘Registrar’ and substituting ‘Commission’;

(d) by omitting from subsection (3) ‘Registrar’ and substituting ‘Commission’.

Section 17 of the Principal Ordinance is repealed and the following section substituted:

17 Winding up

‘(1) Where an incorporated association is being wound up under Division 6 of Part XII of the Companies Act the provisions of sections 18 and 19 of this Ordinance and subsection (2) of this section apply in addition to the provisions of that Part.

‘(2) Where an incorporated association is being wound up under Division 6 of Part XII of the Companies Act a reference in the Companies Act:

(a) to the directors of a company shall be read as a reference to the members of the committee of an incorporated association;

(b) to the secretary of a company shall be read as a reference to the public officer of an incorporated association; and

(c) to the principal place of business of a company shall be read as a reference to the place where the public officer of an incorporated association resides.’.

7 Evidentiary provisions

Section 23 of the Principal Ordinance is amended:

(a) by omitting from subsection (1) ‘Registrar may, by writing under his hand, certify’ and substituting ‘Commission may certify under its common seal’; and

(b) by omitting subsection (2).

8 Schedule

The Schedule to the Principal Ordinance is amended by omitting from the heading ‘REGISTRAR’ and substituting ‘COMMISSION’.

9 Other amendments

The provisions of the Principal Ordinance specified in an item of Schedule 1 are amended as set out in Column 2 of that Schedule opposite to that item.

10 Transitional

(1) Notwithstanding the amendments of the Principal Ordinance made by this Part, where before the commencement of this Part the winding-up of an incorporated association was commenced, the Principal Ordinance continues to apply to and in relation to the winding-up of that association as if those amendments had not been made.

(2) Where before the commencement of this Ordinance a notice was approved by the Registrar under paragraph 3 (2) (c) of the Principal Ordinance, but was not published, the notice shall be deemed to have been approved by the Commission under paragraph 3 (2) (c) of the Principal Ordinance as amended by this Ordinance.

(3) Where before the commencement of this Ordinance an application was made under section 5 of the Principal Ordinance but a certificate of incorporation had not been granted or refused, the application shall be deemed to have been made under section 5 of the Principal Ordinance as amended by this Ordinance.

(4) Where before the commencement of this Ordinance a public officer had sent the Registrar a notice under section 11 of the Principal Ordinance and that notice had not been received by the Registrar immediately before the commencement of this Ordinance, the relevant notice shall be deemed to have been sent to the Commission in accordance with that section as amended by this Ordinance.

(5) Where before the commencement of this Ordinance a notice relating to the alteration of the objects or purposes of an association was filed with the Registrar under subsection 13 (1) of the Principal Ordinance, and the Registrar had not approved those alterations under subsection 13 (3) of that Ordinance, the notice shall be deemed to have been filed under section 13 of the Principal Ordinance as amended by this Ordinance.

(6) Where before the commencement of this Ordinance an application was made under section 14 of the Principal Ordinance but a certificate of incorporation had not been granted or refused, the application shall be deemed to have been made under section 14 of the Principal Ordinance as amended by this Ordinance.

Part III Amendments of the Business Names Ordinance 1963

11 Interpretation [see Note 3]

In this Part, Principal Ordinance means the Business Names Ordinance 1963.

12 Interpretation

Section 4 of the Principal Ordinance is amended:

(a) by inserting after the definition of christian name in subsection (1) the following definition:

‘Commission means the Corporate Affairs Commission.’;

(b) by omitting ‘any foreign company within the meaning of the Companies Ordinance 1962’ from the definition of corporation in subsection (1) and substituting ‘any recognized company, recognized foreign company or foreign company within the meaning of section 5 of the Companies Act 1981’;

(d) by omitting ‘Division 3 of Part XI of the Companies Ordinance 1962’, from the definition of secretary in subsection (1) and substituting ‘Division 5 of Part XIII of the Companies Act 1981’.

13 Registration of business names

Section 7 of the Principal Ordinance is amended:

(a) by omitting from subsection (1) ‘Registrar’ and substituting ‘Commission’;

(b) by omitting from subsection (3) ‘Registrar’ and substituting ‘Commission’;

‘(4) The Commission shall, upon registering a business name, issue a certificate of registration in the prescribed form.’;

(d) by omitting from subsection (5) ‘Registrar’ and substituting ‘Commission’;

(e) by omitting from subsection (6) ‘Registrar’ and substituting ‘Commission’; and

(f) by omitting from subsection (7) ‘Registrar’ and ‘he’, and substituting ‘Commission’ and ‘it’ respectively.

14 Restriction on registration of undesirable business names

Section 9 of the Principal Ordinance is amended:

(a) by omitting from subsection (1) all the words after ‘opinion’ and substituting ‘of the Commission, undesirable or is a name or a name of a kind that the National Companies and Securities Commission has been directed, under section 38 of the Companies Act 1981, not to accept for registration.’;

(b) by omitting subsection (2);

(d) by omitting from subsection (4) ‘Registrar’ and substituting ‘Commission’.

15 Registrar may correct errors in register, etc.

Section 21 of the Principal Ordinance is amended:

(a) by omitting from subsection (1) ‘Registrar’ and substituting ‘Commissioner’;

(b) by omitting from subsection (2) ‘Registrar’ and substituting ‘Commissioner’;

(d) by adding at the end thereof the following subsection:

‘(5) In this section Commissioner means the Commissioner appointed under the Corporate Affairs Commission Ordinance 1980.’.

16 Certificates of registration or non-registration

Section 23 of the Principal Ordinance is amended:

(a) by omitting from subsection (1) ‘Registrar’ and substituting ‘Commission’;

(b) by omitting from paragraph (1) (a) ‘his hand’ and substituting ‘its common seal’;

(d) by omitting from subsection (2) ‘Registrar’ and substituting ‘Commission’.

17 Schedule

The Schedule to the Principal Ordinance is amended by omitting from the heading ‘REGISTRAR’ and substituting ‘COMMISSION’.

18 Other amendments

The provisions of the Principal Ordinance specified in an item of Schedule 2 are amended as set out in Column 2 of that Schedule opposite to that item.

19 Transitional

(1) Where, before the commencement of this Ordinance:

(a) an application for the registration of a business name was lodged under section 7 of the Principal Ordinance;

(b) an application for the consent of the Minister was lodged under subsection 9 (3) of the Principal Ordinance; or

and the application had not been granted or refused, the application shall be deemed to have been made under section 7, subsection 9 (3) or 11 (1) (as the case requires) of the Principal Ordinance as amended by this Ordinance.

(2) Where, before the commencement of this Ordinance a ground of cancellation of the registration of a business name specified in subsection 19 (1) of the Principal Ordinance was established but the Registrar had not cancelled the registration of that business name under that subsection, the Commission may cancel the registration of that business name.

Part IV Amendments of the Co‑operative Societies Ordinance 1939

20 Interpretation [see Note 4]

In this Part, Principal Ordinance means the Co-operative Societies Ordinance 1939.

21 Interpretation

Section 4 of the Principal Ordinance is amended:

(a) by omitting ‘38 (7) of the Companies Ordinance 1962‑1974, been declared by the Attorney-General’ from subparagraph (d) (i) of the definition of authorized bill of exchange in subsection (1) and substituting ‘97 (7) of the Companies Act, been declared by the National Companies and Securities Commission’;

(b) by inserting after the definition of building society in subsection (1) the following definitions:

‘Commission means the Corporate Affairs Commission.

‘Companies Act means the Companies Act 1981.’; and

22 Prohibited names

Section 16AA of the Principal Ordinance is amended:

(a) by omitting ‘Attorney-General’ and ‘Attorney-General has, under section twenty-two of the Companies Ordinance, directed the Registrar of Companies’, and substituting ‘Ministerial Council’ and ‘Ministerial Council has, under section 38 of the Companies Act, directed the National Companies and Securities Commission’ respectively; and

(b) by adding at the end thereof the following subsection:

‘(2) In this section Ministerial Council has the same meaning as in the Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980.’.

23 Liquidity

Section 23A of the Principal Ordinance is amended by omitting ‘Companies Ordinance 1962-1974’ from paragraph (a) of the definition of institutional loan in subsection (2) and substituting ‘Companies Act’.

24 Application of Companies Act in a winding-up

Section 60 of the Principal Ordinance is amended:

(a) by omitting subsection (1) and substituting the following subsection:

‘(1) In the case of a winding-up of a society, the provisions of Part XII of the Companies Act with respect to the winding-up of a company incorporated under that Act, including the provisions as to dissolution contained in Subdivision F of Division 4 of that Part, shall, subject to this Part, apply to and in relation to the winding-up of the society.’;

(b) by omitting from subsection (2) ‘Part X of the Companies Ordinance’ and substituting ‘Part XII of the Companies Act’;

(c) by omitting from paragraph (2) (e) ‘(d) and (e) of subsection (1) of section two hundred and eighteen of the Companies Ordinance’ and substituting ‘360 (1) (e) and (f) of the Companies Act’;

(d) by omitting from paragraph (2) (f) ‘two hundred and twenty-one or two hundred and twenty-two of the Companies Ordinance’ and substituting ‘364 of the Companies Act’; and

(e) by omitting from paragraph (2) (g) ‘two hundred and seventy, two hundred and seventy-one and two hundred and seventy-two of the Companies Ordinance’ and ‘that Ordinance’ and substituting ‘409, 410 and 411 of the Companies Act’ and ‘that Act’ respectively.

25 Other amendments

The provisions of the Principal Ordinance specified in an item of Schedule 3 are amended as set out in Column 2 of that Schedule opposite to that item.

26 Transitional

Notwithstanding the amendments of section 60 of the Principal Ordinance made by this Part, the provisions of that section of the Principal Ordinance continue to apply, to and in relation to the winding-up of a society that had not been completed before the commencement of this Ordinance as if those amendments had not been made.

Part V Amendments of the Money Lenders Ordinance 1936

27 Interpretation [see Note 5]

In this Part, Principal Ordinance means the Money Lenders Ordinance 1936.

28 Interpretation

Section 4 of the Principal Ordinance is amended:

(a) by inserting before the definition of Court in subsection (1) the following definition:

‘Commission means the Corporate Affairs Commission.’;

(b) by omitting from subsection (1) the definition of the Registrar; and

‘(i) a recognized company, a foreign company or a recognized foreign company as defined by section 5 of the Companies Act 1981;’.

29 Other amendments

The Principal Ordinance is amended as set out in the following table:

Provision amended	Amendment
Subsection 9A (1)	Omit ‘Registrar’, substitute ‘Commission’.
Section 9B	Omit ‘Registrar’, substitute ‘Commission’.
Subsection 9C (1)	Omit ‘Registrar’, substitute ‘Commission’.
Section 9D	Omit ‘Registrar’ (wherever occurring), substitute ‘Commission’.

Part VI Other amendments

30 State Act to cease to apply

The Mining Partnerships Act, 1900 of the State of New South Wales shall cease to be in force in the Territory.

31 Amendment of Seat of Government (Administration) Ordinance

The Second Schedule to the Seat of Government (Administration) Ordinance 1930 is amended:

(a) by inserting in Part 1:

‘Ordinances Revision (Companies Amendments) Ordinance 1982’

after:

‘Ordinances Revision (Age of Majority) Ordinance 1974’; and

(b) by omitting from Part 1:

‘Marketable Securities Ordinance 1971’.

32 Amendment of Unclaimed Moneys Ordinance
[see Note 6]

After section 5 of the Unclaimed Moneys Ordinance 1950 the following section is inserted in Part II:

‘In this Part, company does not include a body corporate that is a company within the meaning of section 5 of the Companies Act 1981.’.

33 Amendments of other Ordinances

The Ordinances specified in Schedule 4 are amended as set out in that Schedule.

Item No.	Column 1 Provision Amended	Column 2 Amendment
1.	Subsections 2A (1), (2) and (3); Paragraph 3 (2) (c); Subsection 5 (1); Subsections 11 (1) and (2); Subsection 12 (1); Subsections 13 (1) and (3); Subsections 14 (1), (2), (3) and (4); Subsection 22 (3); Section 24; Paragraphs 25 (c) and (f)	Omit ‘Registrar’ (wherever occurring), substitute ‘Commission’.
2.	Subsection 14 (4); Section 24; Schedule — Item No. 17	Omit ‘he’, substitute ‘it’.
3.	Schedule — Item No. 7 Item No. 8 Item No. 10 Item No. 12 Item No.13 Item No. 14 Item No. 15 Item No. 17	Omit ‘Registrar’ (wherever occurring), substitute ‘Commission’.
4.	Schedule — Item No. 13	Omit ‘his’, substitute ‘its’.

Item No.	Column 1 Provision Amended	Column 2 Amendment
1.	Subsection 3 (4)	Omit ‘Registrar under this Ordinance’, substitute ‘Commission’.
2.	Subsections 4A (1), (2) and (3); Subsection 6 (1); Subsection 8 (2); Subsections 10 (1), (2), (3) and (4); Subsections 11 (1), (3) and (4); Paragraphs 11 (5) (a), (b), (c), (d) and (e); Subsections 12 (1), (2), (3), (5), (7), (8), (9), (10), (11), (12) and (13); Paragraphs 12 (1) (a), (7) (a) and (8) (a); Subsections 13 (1) and (2); Paragraph 13 (1) (b); Subsections 15 (1) and (2); Section 16; Section 17; Subsections 18 (1) and (2); Subsections 19 (1), (2), (3) and (5); Paragraphs 19 (1) (a), (b) and (c);	Omit ‘Registrar’ (wherever occurring), substitute ‘Commission’.
	Section 22; Section 25; Subsection 31 (1); Paragraphs 33 (a) and (c)
3.	Subsection 6 (1); Paragraph 10 (1) (a); Section 16; Subsections 18 (1) and (2); Subsections 19 (2) and (5)	Omit ‘he’, substitute ‘it’.
4.	Paragraph 10 (1) (b); Subsection 10 (2); Section 25	Omit ‘his’, substitute ‘its’.
5.	Subsection 13 (1); Section 16; Paragraph 19 (1) (a); Subsections 19 (2) and (5)	Omit ‘him’, substitute ‘it’.
6.	Paragraph 19 (1) (d); Subsection 26 (2)	Omit ‘Companies Ordinance 1962’, substitute ‘Companies Act 1981’.
7.	Schedule — Item No. 4 Item No. 5 Item No. 7 Item No. 10 Item No. 11 Item No. 12 Item No. 13 Item No. 14 Item No. 17 Item No. 18	Omit ‘Registrar’ (wherever occurring), substitute ‘Commission’.
8.	Schedule — Item No. 13	Omit ‘he’, substitute ‘it’.
9.	Schedule — Item No. 17	Omit ‘his’, substitute ‘its’.

Item No.	Column 1 Provision Amended	Column 2 Amendment
1.	Subsection 35 (4); Subsections 38A (1), (5), (8), (10) and (17); Paragraphs 38A (2) (c) and (4) (a); Subparagraph 38A (8) (b) (i); Subsection 59 (2)	Omit ‘Companies Ordinance’ (wherever occurring), substitute ‘Companies Act’.
2.	Subsections 38A (12) and (17); Paragraph 38A (8) (b)	Omit ‘Registrar of Companies’, substitute ‘Commission’.
3.	Paragraph 38A (5) (b)	Omit ‘Fourth Schedule to the Companies Ordinance’, substitute ‘Third Schedule to the Companies Act’,
4.	Paragraph 60A (c)	Omit ‘Part X of the Companies Ordinance’, substitute ‘Part XII of the Companies Act’.
5.	Subsection 38A (9)	Omit ‘Registrar of Companies’ and ‘his hand’, substitute ‘Commission’ and ‘its common seal’ respectively.

Schedule 4 Amendments of other Ordinances

(section 34)

Ordinance	Provision amended	Amendment
Betting (Totalizator Agency) Ordinance 1964	Section 33..........	Omit ‘section nine of the Companies Ordinance 1962‑1963’, substitute ‘section 18 of the Companies Act 1981’.
Consumer Affairs Ordinance 1973	Subsection 3 (1)......	Omit ‘Companies Ordinance 1962’ from the definition of corporation, substitute ‘Companies Act 1981’.
Door-to-Door Sales Ordinance 1969	Paragraph 4A (1) (b)...	Omit ‘subsection 6 (5) of the Companies Ordinance 1962‑1974’, substitute ‘subsection 7 (5) of the Companies Act 1981’.
Egg Industry Ordinance 1975	Subsection 3 (1)......	Omit ‘Companies Ordinance 1962’ from the definition of company, substitute ‘Companies Act 1981’.
Gun Licence Ordinance 1937	Subsection 3 (1)......	Omit ‘Companies Ordinance 1962’ from the definition of company and corporation, substitute ‘Companies Act 1981’.
Legal Practitioners Ordinance 1970	Paragraph 59 (1) (a)....	Omit ‘the Companies Ordinance 1962‑69’, substitute ‘the Companies Act 1981’.
	Paragraph 59 (2) (b)....	Omit ‘the Companies Ordinance 1962’, substitute ‘the Companies Act 1981’.
	Subsection 66 (2).....	Omit ‘the Companies Ordinance 1962‑69’, substitute ‘the Companies Act 1981’.
	Subsection 74A (5)....	Omit ‘the Companies Ordinance 1962‑69’, substitute ‘the Companies Act 1981’.
	Subsection 78 (1).....	Omit ‘the Companies Ordinance 1962‑69’, substitute ‘the Companies Act 1981’.
Long Service Leave Ordinance 1976	Subsection 2 (1)......	Omit ‘section 6 of the Companies Ordinance 1962‑1974, a subsidiary company, a holding company or a related company’ from the definition of associated company, substitute ‘section 7 of the Companies Act 1981, a subsidiary corporation, a holding company or a related corporation’.
Poker Machine Control Ordinance 1975	Subsection 46 (3).....	Omit ‘Companies Ordinance 1962-1974’, substitute ‘Companies Act 1981’.
	Subsection 48 (1).....	Omit ‘Companies Ordinance 1962-1974’, substitute ‘Companies Act 1981’.
Pyramid Selling Ordinance 1973	Paragraph 9 (3) (b)....	Omit ‘Companies Ordinance 1962-1973’, substitute ‘Companies Act 1981’.
Sale of Motor Vehicles Ordinance 1977	Subparagraph 3 (2) (c) (ii)	Omit ‘Companies Ordinance 1962’, substitute ‘Companies Act 1981’.
	Paragraph 42 (a)......	Omit ‘Companies Ordinance 1962’, substitute ‘Companies Act 1981’.
Trustee Companies Ordinance 1947	Section 3...........	Insert ‘or is a recognized company or a recognized foreign company within the meaning of section 5 of the Companies Act 1981’ after ‘registered in the Territory as a foreign company’ in paragraph (b) of the definition of trustee company.
Trustee Ordinance 1957	Second Schedule, Item 11, paragraph 14 (a)	Omit ‘paragraph 38 (7) (b) of the Companies Ordinance 1962‑1974’, substitute ‘paragraph 97 (7) (b) of the Companies Act 1981’.
Unclaimed Moneys Ordinance 1950	Section 3...........	Omit ‘or a foreign company for the purposes of the Companies Ordinance 1962‑1973’ from paragraph (a) of the definition of company, substitute ‘a recognized company or a foreign company for the purposes of the Companies Act 1981’.
	Subsection 4 (2)......	Omit ‘Registrar of Companies’, substitute ‘Corporate Affairs Commission’.
Workmen’s Compensation Supplementation Fund Ordinance 1980	Section 2...........	Omit definition of Companies Ordinance, substitute ‘Companies Act means the Companies Act 1981.’
	Subsection 37 (2).....	Omit ‘Companies Ordinance’, substitute ‘Companies Act’.
	Subsections 40 (1) and (2)	Omit ‘subsection 292 (1) of the Companies Ordinance’, substitute ‘section 441 of the Companies Act’.