
Corporations Act 1989
No. 109 of 1989
TABLE OF CHAPTERS AND PARTS
CHAPTER 1—INTRODUCTORY
PART 1.1—PRELIMINARY
PART 1.2—INTERPRETATION
PART 1.3—APPLICATION
CHAPTER 2—CONSTITUTION OF COMPANIES
PART 2.1—RESTRICTIONS ON FORMING CERTAIN ENTITIES
PART 2.2—REGISTRATION OF COMPANIES
PART 2.3—LEGAL CAPACITY, POWERS AND STATUS
PART 2.4—MEMBERSHIP AND SHARE CAPITAL
CHAPTER 3—INTERNAL ADMINISTRATION
PART 3.1—REGISTERED OFFICE AND NAME
PART 3.2—OFFICERS
PART 3.3—MEETINGS AND PROCEEDINGS
PART 3.4—OPPRESSIVE CONDUCT OF AFFAIRS
PART 3.5—CHARGES
PART 3.6—ACCOUNTS
PART 3.7—AUDIT
PART 3.8—ANNUAL RETURN
CHAPTER 4—VARIOUS CORPORATIONS
PART 4.1—REGISTRATION OF CERTAIN BODIES
PART 4.2—NAMES
PART 4.3—NO LIABILITY COMPANIES
PART 4.4—INVESTMENT COMPANIES
PART 4.5—FINANCIAL STATEMENTS OF AUSTRALIAN BANKS AND LIFE INSURANCE CORPORATIONS
TABLE OF CHAPTERS AND PARTS—continued
CHAPTER 5—EXTERNAL ADMINISTRATION
PART 5.1—ARRANGEMENTS AND RECONSTRUCTIONS
PART 5.2—RECEIVERS AND MANAGERS
PART 5.3—OFFICIAL MANAGEMENT
PART 5.4—WINDING UP BY THE COURT
PART 5.5—VOLUNTARY WINDING UP
PART 5.6—WINDING UP GENERALLY
PART 5.7—WINDING UP BODIES OTHER THAN COMPANIES
PART 5.8—OFFENCES
PART 5.9—MISCELLANEOUS
CHAPTER 6—ACQUISITION OF SHARES
PART 6.1—INTERPRETATION
PART 6.2—CONTROL OF ACQUISITION OF SHARES
PART 6.3—TAKEOVER SCHEMES
PART 6.4—TAKEOVER ANNOUNCEMENTS
PART 6.5—PROVISIONS RELATING TO BOTH TAKEOVER OFFERS AND TAKEOVER ANNOUNCEMENTS
PART 6.6—LIABILITY FOR MIS-STATEMENTS
PART 6.7—SUBSTANTIAL SHAREHOLDINGS
PART 6.8—POWER TO OBTAIN INFORMATION AS TO BENEFICIAL OWNERSHIP OF SHARES
PART 6.9—POWERS OF COMMISSION AND CORPORATIONS AND SECURITIES PANEL, AND ANCILLARY POWERS OF COURT
PART 6.10—POWERS OF COURT
PART 6.11—MISCELLANEOUS
PART 6.12—STATEMENTS
PART 6.13—TRANSITIONAL
CHAPTER 7—SECURITIES
PART 7.1—INTERPRETATION
PART 7.2—SECURITIES EXCHANGES
PART 7.3—PARTICIPANTS IN THE SECURITIES INDUSTRY
PART 7.4—CONDUCT OF SECURITIES BUSINESS
PART 7.5—DEALERS’ ACCOUNTS AND AUDIT
PART 7.6—MONEY AND SCRIP OF DEALERS’ CLIENTS
PART 7.7—REGISTERS OF INTERESTS IN SECURITIES
PART 7.8—DEPOSITS WITH STOCK EXCHANGES
PART 7.9—FIDELITY FUNDS
PART 7.10—THE NATIONAL GUARANTEE FUND
PART 7.11—CONDUCT IN RELATION TO SECURITIES
PART 7.12—OFFERING SECURITIES FOR SUBSCRIPTION OR PURCHASE
PART 7.13—TITLE TO, AND TRANSFER OF, SECURITIES
PART 7.14—MISCELLANEOUS
CHAPTER 8—THE FUTURES INDUSTRY
PART 8.1—INTERPRETATION
PART 8.2—FUTURES EXCHANGES, CLEARING HOUSES AND FUTURES ASSOCIATIONS
PART 8.3—PARTICIPANTS IN THE FUTURES INDUSTRY
PART 8.4—CONDUCT OF FUTURES BUSINESS
PART 8.5—ACCOUNTS AND AUDIT
PART 8.6—FIDELITY FUNDS
PART 8.7—OFFENCES
PART 8.8—MISCELLANEOUS
TABLE OF CHAPTERS AND PARTS—continued
CHAPTER 9-MISCELLANEOUS
PART 9.1—REGISTERS AND REGISTRATION OF DOCUMENTS
PART 9.2—REGISTRATION OF AUDITORS AND LIQUIDATORS
PART 9.3—BOOKS
PART 9.4—OFFENCES
PART 9.5—POWERS OF COURTS
PART 9.6—PROCEEDINGS
PART 9.7—UNCLAIMED PROPERTY
PART 9.8—RULES AND REGULATIONS
PART 9.9—MISCELLANEOUS
TABLE OF PROVISIONS
CHAPTER I—INTRODUCTORY
PART 1.1—PRELIMINARY
Section
1. Short title
2. Commencement
3. Application to the Crown
4. Extension to external Territories
5. Commission has general administration of Act
PART 1.2—INTERPRETATION
Division 1—General
6. Effect of this Part
7. Location of other interpretation provisions
8. Interpretation provisions to operate distributively
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
22. Carrying on business interstate
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
TABLE OF PROVISIONS—continued
Section
Division 5—Relevant interests in shares and securities
30. Terminology used in this Division
31. Basic rules
32. Control of body corporate having power in relation to a share
33. Control of prescribed percentage of voting power in body corporate having power in relation to a share
34. Deemed relevant interest in advance of performance of agreement whose performance will give rise to a relevant interest
35. Control of body corporate having a relevant interest by virtue of section 34
36. Matters not affecting application of Division
37. Body corporate may have a relevant interest in its own shares
38. Exclusions: money-lenders
39. Exclusions: certain trustees
40. Exclusions: instructions to securities dealer to dispose of share
41. Exclusions: honorary proxies
42. Exclusions: holders of prescribed offices
43. Prescribed exclusions
44. Relevant interests in securities
45. Effect of Division
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
Division 7—Interpretation of other expressions
51. Acquisition and disposal of shares
52. Doing acts
53. Affairs of a body corporate
54. Chapter 8 agreements of the same kind
55. Chapter 8 obligations and rights
56. Classes of futures organisation membership
57. Classes of shares
58. Corresponding laws
59. Debentures as consideration for acquisition of shares
60. Directors
61. Discretionary accounts
62. Dormant bodies corporate
63. Eligible circumstances
64. Entering into a transaction in relation to shares or securities
65. Excluded corporations
66. issues, offers and invitations
67. Exempt brokers and exempt futures advisers
68. Exempt dealers and exempt investment advisers
69. Exempt proprietary companies
70. Extension of period for doing an act
71. Futures advice business and eligible futures advice business
72. Futures contract
73. Futures representatives
74. Group holding companies
75. Inclusion in official list
76. Incorporated in Australia
77. Investment advice business and eligible investment advice business
78. Invitations, offers and forms of application
79. Involvement in contraventions
80. Jervis Bay Territory deemed part of Australian Capital Territory
TABLE OF PROVISIONS—continued
Section
81. New companies
82. Offers and invitations to the public
83. Officers, and other persons, in default
84. Own account dealings and transactions: securities
85. Participation interest
86. Possession
87. Proper authority from futures licensee; invalid futures authority
88. Proper authority from securities licensee; invalid securities authority
89. Qualified privilege
90. Receivers and managers
91. Being or becoming subject to a prohibition, order or notice under section 229, 230, 599 or 600
92. Securities
93. Securities business and eligible securities business
94. Securities representatives
95. Signing of certain documents by bodies corporate
96. Statement in a prospectus
97. Stock market not to include futures market
98. Transfer days for bodies corporate
99. Underlying securities
Division 8—Miscellaneous interpretation rules
100. Address of registered office etc.
101. Amount of stock representing a number of shares
102. Applications to be in writing
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
107. Headings to Chapters
108. Parts of dollar to be disregarded in determining majority in value of creditors etc.
109. References to persons, things and matters
PART 1.3—APPLICATION
110. Application of Act in relation to certain banking and insurance
111. Act not to apply in relation to State banking or insurance within that State
CHAPTER 2—CONSTITUTION OF COMPANIES
PART 2.1 —RESTRICTIONS ON FORMING CERTAIN ENTITIES
112. Outsize partnerships and associations
113. Certain corporations not to be formed under State or Territory company law
PART 2.2—REGISTRATION OF COMPANIES
Division 1—Incorporation by registration
114. Formation of companies
115. Classes of companies
116. Proprietary companies
117. Requirements as to memorandum
118. Registration application
119. Power to require production of unlodged memorandum
120. Registration
121. Certificate of registration
122. Effect of certificate
123. Incorporation
124. Members
TABLE OF PROVISIONS—continued
Section
125. Articles of association
Division 2—Registering certain State and Territory companies as companies
126. Certain State and Territory companies not to carry on business unless registered under this Division
127. State or Territory company may apply for registration
128. Determination of application
129. Registration of applicant as a company
130. Constitution of Division 2 company
131. Application of Act in relation to Division 2 companies
132. Acts preparatory to external administration of Division 2 company
Division 3—Registering foreign companies as companies
133. Foreign company may apply for registration
134. Externally-administered body corporate not to be registered
135. Prerequisites to eligibility
136. Form and content of application
137. Registration of applicant as a company
138. Registered foreign company
139. Constitution of Division 3 company
140. Alterations of constitution
141. Share warrants
Division 4—Registering close corporations as companies
142. Conversion of a close corporation into a company
143. Requirements as to memorandum
144. Registration application
145. Power to require production of unlodged memorandum
146. Registration
147. Articles of association
Division 5—Companies registered under Division 2, 3 or 4
148. Certificate of registration
149. Effect of certificate
150. Effect of registration under Division 2, 3 or 4
151. Application of Act to Division 2, 3 or 4 company
152. Establishment of registers and minute books
Division 6—Activities statements
153. Division 1 company
154. Division 2, 3 or 4 company
155. Further activities statement in certain cases where control of company is to change
Division 7—Companies ceasing to be trading or banking corporations
156. Commission to take action
157. Presumptions about loss of trading or banking corporation status
158. Company to take action
PART 2.3—LEGAL CAPACITY, POWERS AND STATUS
Division 1—Legal capacity and powers
159. Interpretation
160. Object of sections 161 and 162
161. Legal capacity
TABLE OF PROVISIONS—continued
Section
162. Restrictions on companies
163. Application of certain State and Territory laws
164. Persons having dealings with companies etc.
165. Lodgment of documents etc. not to constitute constructive notice
166. Effect of fraud
Division 2—Changes of status
167. Change of status
168. Change from public to proprietary company or vice versa
169. Registration of Table A proprietary company’s constitution after change of status
170. Default in complying with requirements as to proprietary companies
Division 3—Memorandum and articles
171. General provisions as to alteration of memorandum
172. Alterations of memorandum
173. Lodging, and taking effect, of resolutions passed under section 172
174. Effect of memorandums of certain Division 2 companies
175. Articles adopting Table A or B
176. Alteration of articles
177. Deemed proprietary company provisions
178. Alteration of proprietary company provisions
179. Constitution of companies limited by guarantee
180. Operation of memorandum and articles
181. Copies of memorandum and articles
Division 4—Transactions on a company’s behalf
182. Confirmation of contracts and authentication and execution of documents
183. Ratification of contracts made before formation of company
PART 2.4—MEMBERSHIP AND SHARE CAPITAL
Division 1—Membership generally
184. Membership of company
185. Membership of holding company
186. Prohibition of carrying on business with fewer than statutory minimum number of members
Division 2—Shares generally
187. Return as to allotments
188. Differences in calls and payments, reserve liability etc.
189. Share warrants
190. Power to issue shares at a discount
191. Issue of shares at a premium
192. Redeemable preference shares
193. Power of company to alter its share capital
194. Validation of shares improperly issued
195. Special resolution for reduction of share capital
Division 3—Class rights
196. Commission to be informed of special rights carried by, or division or conversion of, shares
197. Rights of holders of classes of shares
198. Rights of holders of shares
199. Rights of classes of members
TABLE OF PROVISIONS—continued
Section
200. Rights of holders of preference shares to be set out in memorandum or articles
Division 4—Maintenance of capital
201. Dividends payable from profits only
202. Company may pay interest out of capital in certain cases
203. Restriction on application of capital of company
204. Power to make certain payments
205. Company financing dealings in its shares etc.
206. Consequences of company financing dealings in its shares etc.
Division 5—Register of members
207. Division not to apply to mutual life assurance companies
208. Notices relating to non-beneficial and beneficial ownership of shares
209. Register and index of members
210. Inspection and closing of register
211. Consequences of default by agent
212. Power of Court to rectify register
213. Trustee etc. may be registered as owner of shares
214. Branch registers
Division 6—Options
215. Register of options
216. Options over unissued shares
CHAPTER 3—INTERNAL ADMINISTRATION
PART 3.1—REGISTERED OFFICE AND NAME
217. Registered office of company
218. Notice of address of registered office and office hours
219. Publication of company’s name and registration number
220. Service of documents on company
PART 3.2—OFFICERS
221. Directors
222. Restrictions on appointment or advertisement of director
223. Qualification of director
224. Vacation of office
225. Appointment of directors of public company to be voted on individually
226. Validity of acts of directors and secretaries
227. Removal of directors
228. Age of directors
229. Certain persons not to manage certain bodies corporate
230. Court may order persons not to manage certain bodies corporate
231. Disclosure of interests in contracts, property, offices etc.
232. Duty and liability of officers of certain bodies corporate
233. Liability of directors for debts etc. incurred by body corporate acting as trustee
234. Loans to directors
235. Register of directors’ shareholdings etc.
236. General duty to makedisclosure
237. Benefits for loss of, or retirement from, office
238. Assignment of office
239. Powers to require disclosure of directors’ emoluments
240. Secretary
241. Provisions indemnifying officers or auditors
242. Register of directors, principal executive officers and secretaries
TABLE OF PROVISIONS—continued
Section
243. Register of disqualified company directors and other officers
PART 3.3—MEETINGS AND PROCEEDINGS
244. Statutory meeting and statutory report
245. Annual general meeting
246. Convening of general meeting on requisition
247. Convening of meetings
248. Articles as to right to demand a poll
249. Quorum, chairman, voting etc. at meetings
250. Proxies
251. Power of Court to order meeting
252. Circulation of members’ resolutions etc.
253. Special resolutions
254. Resolution requiring special notice
255. Resolutions of exempt proprietary companies
256. Lodgment etc. of copies of certain resolutions and agreements
257. Resolutions at adjourned meetings
258. Minutes of proceedings
259. Inspection of minute books
PART 3.4—OPPRESSIVE CONDUCT OF AFFAIRS
260. Remedy in cases of oppression or injustice
PART 3.5—CHARGES
Division 1—Preliminary
261. Interpretation and application
Division 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
266. Certain charges void against liquidator or official manager
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
273. Registration under other legislation relating to charges
274. Power of Court to rectify register
275. Charges of Division 2 company
276. Charges of Division 3 company
277. Power to exempt from compliance with certain requirements of Division
Division 3—Order of priority
278. Interpretation
279. Priorities of charges
280. General priority rules in relation to registered charges
281. General priority rule in relation to unregistered charges
TABLE OF PROVISIONS—continued
Section
282. Special priority rules
PART 3.6—ACCOUNTS
Division 1—Accounting standards
283. Accounting standards
284. Application of accounting standards: general
285. Application of accounting standards: financial years
286. Interpretation etc. of accounting standards
287. Power of Board to require copy of accounts or group accounts
288. Application of accounting standards approved under Companies Act 1981
Division 2—Accounting records
289. Accounting records
Division 3—Financial years of holding company and subsidiaries
290. Synchronisation
291. Orders under corresponding laws
Division 4—Financial statements
292. Profit and loss account
293. Balance-sheet
294. Steps to be taken before accounts made out
295. Group accounts
296. Audit of financial statements
297. Financial statements to comply with regulations
298. Financial statements to comply with applicable accounting standards
299. Effect of sections 297 and 298
300. Inclusion of comparative amounts for items required by accounting standards
Division 5—Directors’ statements
301. Statement to be attached to accounts
302. Statement to be attached to group accounts
303. Statements under this Division
Division 6—Directors’ reports
304. Report on company other than group holding company
305. Report on group holding company
306. Report may omit prejudicial information
307. Public companies
308. Options
309. Benefits under contracts with directors
310. Reports generally
Division 7—Financial statements and directors’ reports
311. Rounding off amounts
312. Directors of holding company to obtain all necessary information
313. Relief from requirements as to accounts and reports
314. Orders under corresponding laws
315. Members entitled to financial statements and reports
316. Financial statements and reports to be laid before annual general meeting
317. Commission may require company to lodge accounts etc.
TABLE OF PROVISIONS—continued
Section
318. Contravention of Part
Division 8—Inspection of records
319. Inspection of records
320. Disclosure of information
Division 9—Transitional
321. Application of this Part and Part 3.7 to Division 2 company
322. Continued application to Division 2 company of requirements of corresponding law
323. Division 3 or 4 companies
PART 3.7—AUDIT
324. Qualifications of auditors
325. When unlimited exempt proprietary company need not appoint auditor
326. When exempt proprietary company need not appoint auditor
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
332. Powers and duties of auditors as to reports on accounts
333. Obstruction of auditor
334. Special provisions relating to borrowing corporations and guarantor bodies
PART 3.8—ANNUAL RETURN
335. Annual return
336. Annual activities statement
337. Exemption of certain companies
338. Information in annual return deemed to satisfy certain other lodgment requirements
339. Division 2 company
CHAPTER 4—VARIOUS CORPORATIONS
PART 4.1—REGISTRATION OF CERTAIN BODIES
Division 1—Registrable Australian corporations
340. Registrable Australian corporation not to carry on business interstate unless registered
341. Application for registration
342. Cessation of business etc.
Division 2—Foreign companies
343. Foreign company not to carry on business in Australia unless registered
344. Application for registration
345. Appointment of local agent
346. Local agent: how appointed
347. Local agent: how removed
348. Liability of local agent
349. Balance-sheets and other documents
350. Cessation of business etc.
351. Principal Australian register of foreign company
352. Branch registers in Australia
353. Register kept under section 351 or 352
354. Notifying Commission about register kept under section 351 or 352
355. Effect of right to acquire shares compulsorily
TABLE OF PROVISIONS—continued
Section
356. Index of members and inspection and closing of registers
357. Certificate as to shareholding
Division 3—Bodies registered under this Part
358. Names
359. Registered office
360. Certificate of registration
361. Notice of certain changes
362. Publication of name etc.
363. Service of documents on registered body
364. Power to hold land
365. Application of certain State and Territory laws
PART 4.2—NAMES
366. Interpretation
367. Available names
368. Names of particular classes of companies
369. Use of words “Limited” and “No Liability”
370. Use of word “Proprietary”
371. Abbreviations of words included in a company’s name
372. Company with registration number as name
373. Name of intended Division 1 company
374. Name by which body corporate proposes to be registered as a company
375. Proposed new name of company
376. Name by which registrable body proposes to be registered
377. New name or proposed new name of registered body
378. Applications under sections 373 to 377
379. Extension of reservation
380. Cancellation of registration where body corporate dissolved or de-registered
381. Registration remains in force until cancelled
382. Change of name
383. Omission of “Limited” in names of charitable and other companies
PART 4.3—NO LIABILITY COMPANIES
384. Application of Act to no liability companies
385. Shareholder not liable to calls or contributions
386. Dividends payable on shares irrespective of amount paid up
387. Calls: when due
388. Forfeiture of shares
389. Provisions as to sale of forfeited shares
390. Shares held by, or in trust for, company
391. Sale of shares on non-payment of calls valid although specific numbers not advertised
392. Postponement of sale
393. Redemption of forfeited shares
394. Office to be open on day before sale
395. Distribution of surplus on cessation of business on winding up
396. Distribution of surplus on cessation of business within 12 months after incorporation
397. Rights attaching to preference shares issued to promoters
398. Restrictions on tribute arrangements
PART 4.4—INVESTMENT COMPANIES
399. Interpretation
400. Restrictions on borrowing by investment companies
401. Restrictions on investments of investment companies
402. Restrictions on underwriting by investment companies
403. Special requirements as to articles and prospectus
TABLE OF PROVISIONS—continued
Section
404. Investment company not to hold shares in other investment companies
405. Investment company not to speculate in commodities
406. Balance-sheets and accounts
407. Investment fluctuation reserve
408. Contraventions
PART 4.5—FINANCIAL STATEMENTS OF AUSTRALIAN BANKS AND LIFE INSURANCE CORPORATIONS
409. Australian banks and life insurance corporations
CHAPTER 5—EXTERNAL ADMINISTRATION
PART 5.1—ARRANGEMENTS AND RECONSTRUCTIONS
410. Interpretation
411. Power to compromise with creditors and members
412. Information as to compromise with creditors or members
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
PART 5.2—RECEIVERS AND MANAGERS
416. Interpretation
417. Application of Part
418. Persons not to act as receivers
419. Liability of receiver
420. Powers of receiver
421. Duties of receiver with respect to bank accounts and accounting records
422. Reports by receiver
423. Supervision of receiver
424. Receiver may apply to Court
425. Power of Court to fix remuneration of receiver
426. Receiver to enjoy qualified privilege in certain circumstances
427. Notification of appointment of receiver
428. Statement that receiver appointed
429. Provisions as to information where receiver appointed
430. Receiver may require reports
431. Receiver may inspect books
432. Lodging of accounts of receiver
433. Payment of certain debts, out of property subject to floating charge, in priority to claims under charge
434. Enforcement of duty of receiver to make returns
PART 5.3—OFFICIAL MANAGEMENT
435. Interpretation
436. Power of company to call meeting of creditors to appoint official manager
437. Report as to affairs of company to be submitted to meeting of creditors
438. Power to adjourn meeting
439. Power of creditors to place company under official management
440. Appointment of committee of management
441. Notice of appointment and address of official manager
442. Effect of resolution
443. Six-monthly meetings of creditors and members
444. Stay of proceedings
445. Power to extend period of official management
446. Extension of period of official management
447. Appointment of official manager not to affect appointment and duties of auditor
TABLE OF PROVISIONS—continued
Section
448. Duties of official manager
449. Undue preferences in the case of official management
450. Application and disposal of property during official management
451. Official manager may apply to Court for directions
452. Certain provisions applicable to official management
453. Power of Court to terminate official management and give directions
454. Resolution to place company under official management effective, subject to appeal
455. Lodgment of office copy of Court order
456. Termination of appointment and release of official manager
457. Notification that company is under official management
458. Functions of committee of management; appointment of deputy official manager
PART 5.4—WINDING UP BY THE COURT
Division 1—Order for winding up
459. Winding up company that has ceased to be a trading or banking corporation
460. Winding up company on the ground of insolvency
461. General grounds on which company may be wound up by Court
462. Standing to apply for winding up
463. Court may order winding up of company that is being wound up voluntarily
464. Application for winding up in connection with investigation under Commission Act
465. Commencement of winding up by the Court
466. Payment of preliminary costs etc.
467. Powers of Court on hearing application
468. Avoidance of dispositions of property, attachments etc.
469. Application to be lis pendens
470. Certain notices to be lodged
471. Effect of winding up order
Division 2—Court-appointed liquidators
472. Power of 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. Settlement of list of contributories and application of property
479. Exercise and control of liquidator’s powers
480. Release of liquidator and dissolution of company
481. Orders for release or dissolution
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
487. Power to arrest absconding contributory
488. Delegation to liquidator of certain powers of Court
489. Powers of Court cumulative
PART 5.5—VOLUNTARY WINDING UP
Division 1—Resolution for winding up
490. Limitation on right to wind up voluntarily
491. Circumstances in which company may be wound up voluntarily
492. Commencement of winding up
TABLE OF PROVISIONS—continued
Section
493. Effect of voluntary winding up
494. Declaration of solvency
Division 2—Members’ voluntary winding up
495. Liquidators
496. Duty of liquidator to call creditors’ meeting in case of insolvency
Division 3—Creditors’ voluntary winding up
497. Meeting of creditors
498. Power to adjourn meeting
499. Liquidators
500. Execution and civil proceedings
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 dissolution
510. Arrangement: when binding on creditors
511. Application to Court to have questions determined or powers exercised
512. Costs
PART 5.6—WINDING UP GENERALLY
Division 1—Preliminary
513. Application
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
525. Debts to a member
526. Liability on certain contracts
527. Nature of contributory’s liability
528. Death of contributory
529. Bankruptcy of contributory
530. Division 2 company
Division 3—Liquidators
531. Books to be kept by liquidator
532. Disqualification of liquidator
TABLE OF PROVISIONS—continued
Section
533. Reports by liquidator
534. Prosecution by liquidator of delinquent officers and members
535. Liquidator has qualified privilege in certain circumstances
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
Division 4—General
541. Notification that company is in liquidation
542. Books of company
543. Investment of surplus funds on general account
544. Unclaimed property to be paid to Minister
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
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
Division 6—Proof and ranking of claims
553. Proofs of debts
554. Computation of debts
555. Debts proved to rank equally except as otherwise provided
556. Priority payments
557. Orders under section 91 of the Commission Act
558. Debts due to employees
559. Debts of a class to rank equally
560. Advances in respect of wages, retrenchment payments and leave of absence
561. Priority of employees’ claims over floating charges
562. Insurance against liabilities to third parties
563. Provisions relating to injury compensation
564. Power of Court to make orders in favour of certain creditors
Division 7—Effect on other transactions
565. Undue preference
566. Effect of floating charge
567. Liquidator’s right to recover in respect of certain transactions
568. Disclaimer of onerous property
569. Executions, attachments etc. before winding up
570. Duties of sheriff after receiving notice of application
Division 8—Dissolution
571. Power of Court to declare dissolution of company void
572. Notice by Commission of intention to deregister defunct company
573. Application to Commission for deregistration of defunct company
574. Power of Commission to deregister defunct company
575. Commission to act as representative of defunct company
576. Outstanding property of defunct company to vest in Commission
577. Outstanding interests in property: how disposed of
578. Liability of Commission and Commonwealth as to property vested in Commission
TABLE OF PROVISIONS—continued
Section
579. Accounts
Division 9—Co-operation between Australian and foreign courts in external administration matters
580. Interpretation
581. Courts to act in aid of each other
PART 5.7—WINDING UP BODIES OTHER THAN COMPANIES
582. Application of Part
583. Winding up Type A bodies
584. Winding up Type B 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 Part 5.7 body
PART 5.8—OFFENCES
589. Interpretation and application
590. Offences by officers of certain companies
591. Liability where proper accounts not kept
592. Offences relating to incurring of debts or fraudulent conduct
593. Powers of Court
594. Certain rights not affected
595. Inducement to be appointed liquidator or official manager
596. Frauds by officers
PART 5.9—MISCELLANEOUS
597. Examination of persons concerned with corporations
598. Orders against persons concerned with corporations
599. Court may disqualify person from acting as director etc.
600. Commission may order persons not to manage corporations
601. Operation of certain Ordinances
CHAPTER 6—ACQUISITION OF SHARES
PART 6.1—INTERPRETATION
602. Effect of this Part
603. Definitions
604. Acquisition of shares by “special” transaction
605. Acquisition and disposal of, entitlement to, and relevant interests in, marketal securities other than shares
606. Announcement by representative of dealer
607. Approved manner of sending documents
608. Doing acts
609. Entitlement to shares
610. Inadvertence or mistake etc.
611. Knowledge of employee or agent imputed to employer or principal
612. Odd lots
613. Remedial orders
614. Persons to whom Chapter applies
PART 6.2—CONTROL OF ACQUISITION OF SHARES
615. Restrictions on acquisitions
616. Acquisitions permitted under takeover schemes
617. Certain acquisitions permitted under takeover announcements
TABLE OF PROVISIONS—continued
Section
618. Acquisition of not more than 3% of voting shares permitted in each 6 months
619. Acquisition of shares in small companies or with consent of shareholders
620. Acquisition on market during takeovers
621. Acquisition as a result of pari passu allotments
622. Acquisitions pursuant to prospectus
623. Acquisitions approved by resolution of target company
624. Allotment by newly formed company
625. Acquisition under compromise or arrangement approved by Court
626. Acquisition by liquidator
627. Acquisition by exercise of option or right
628. Acquisition of shares as consideration for takeover offer
629. Downstream acquisition resulting from acquisition of shares in a listed company
630. Acquisition by exercise of power vested in lender
631. Acquisition by will or operation of law
632. Acquisition of forfeited shares
633. Acquisitions permitted by regulations or by the Commission
PART 6.3—TAKEOVER SCHEMES
Division 1—Nature of takeover offers
634. Offers must comply with this Division
635. Full takeover schemes and proportional takeover schemes
636. Identical offers
637. Service of Part A statement and copy of offer on target company
638. Contents of offers
639. Part A statement, and Part B statement if available, to accompany offers
640. Service on Commission of copies of documents accompanying offers
641. Offer price
642. Offers not to contain certain conditions
Division 2—Part A statements and takeover offers
643. Additional matter in Part A statement
644. Registration of Part A statements and offers
645. Extension of time for paying consideration
646. Notice of offers to be served
Division 3—Part B statements
647. Part B statement
648. Offeror connected with target company
Division 4—Effect of offers in special circumstances
649. Acquisition by third party of shares subject to takeover offer
650. Acceptance of takeover offers by trustees, nominees etc.
651. Avoidance of odd lots where takeover offer relates to proportion of offeree’s shares
652. Offeror not entitled to bid for balance where takeover offer relates to proportion of offeree’s shares
Division 5—Withdrawal and variation of offers
653. Withdrawal of offers
654. Circumstances in which offers may be varied
655. Variation of consideration
656. Variation of offer period
657. Manner of varying offers
658. Effect of variation on offeree who has accepted offer
659. Registration of notices of variation
660. Acquisition not affected by contravention
TABLE OF PROVISIONS—continued
Section
661. Section 645 not affected
Division 6—Conditional offers and contracts
662. Takeover offers not to be subject to certain terms or conditions
663. Declaration where takeover offers are conditional
Division 7—Effect of outside acquisitions
664. Effect on conditional offers
665. Effect on offers
666. Effect on contracts
667. Notice to offerees where cash not the sole consideration
668. Notice to offerees where cash consideration to constitute a loan
Division 8—Takeover approval provisions
669. Definitions
670. Effect of Division
671. Constitution may contain takeover approval provisions
672. Provisions relating to the inclusion, effect and renewal of takeover approval provisions
PART 6.4—TAKEOVER ANNOUNCEMENTS
Division 1—Offers constituted by announcement
673. Nature of offers
674. Making of announcement
675. Acceptance of offers
676. Price to be specified
677. Acquisitions at higher price
678. Offer period
679. Part C statements
680. Service on Commission of copies of documents accompanying offers
681. Variation of offers
682. Liability of dealers
Division 2—Response of target company
683. Part D statement
Division 3—Withdrawal and suspension of offers
684. Withdrawal of offers
685. Suspension of acceptance of offers made under takeover announcement
PART 6.5—PROVISIONS RELATING TO BOTH TAKEOVER OFFERS AND TAKEOVER ANNOUNCEMENTS
Division 1—Restrictions on offerors
686. Restriction on disposal of shares by offeror
Division 2—Notification of acquisitions and disposals of shares in listed companies
687. Periods in respect of which notification to be given
688. Persons by whom notification to be given
689. Notifications by offeror
690. Notifications by other persons acquiring more than 5% shareholding
691. Notifications by persons ceasing to hold more than 5% shareholding
TABLE OF PROVISIONS—continued
Section
692. Notifications of changes in shareholding exceeding 1% by persons with more than 5% shareholding
693. Particulars to be notified
694. Person need serve only one notice per day
695. Defence
Division 3—Notification of acquisition of shares in unlisted company
696. Notification of offeror’s entitlement
Division 4—Prohibition on additional benefits
697. Persons selling shares before the making of offers not to be given additional benefits in certain cases
698. Offerees not to be given benefits except under takeover scheme or takeover announcement
Division 5—Obligations of target company
699. Obligations of target company to provide information
700. Expenses of directors of target company
Division 6—Rights of offerors and shareholders
701. Provisions relating to dissenting shareholders
702. Money or property unclaimed by dissenting shareholders
703. Rights of remaining shareholders and holders of options and notes
PART 6.6—LIABILITY FOR MIS-STATEMENTS
704. Mis-statements in Part 6.12 statements etc.
705. Mis-statements in public statements, advertisements etc.
706. Existing causes of action not affected
PART 6.7—SUBSTANTIAL SHAREHOLDINGS
707. Companies in relation to which Part applies
708. Substantial shareholdings and substantial shareholders
709. Substantial shareholder to notify company of interests
710. Substantial shareholder to notify company of changes in interests
711. Person who ceases to be substantial shareholder to notify company
712. References to operation of Division 5 of Part 1.2
713. Copy of notice to be served on securities exchanges
714. Commission may extend period for giving notice under this Part
715. Company to keep register of substantial shareholders
716. Civil remedy where Part contravened
PART 6.8—POWER TO OBTAIN INFORMATION AS TO BENEFICIAL OWNERSHIP OF SHARES
717. Definitions
718. Primary notice
719. Secondary notice
719a. Withdrawal of request under subsection 718 (2)
720. Commission may provide information obtained pursuant to a notice
721. Request by person to whom notice given
722. Compliance with notices
723. Consequences of Commission’s decision on a request
723a. Fee for complying with a notice given by a company under this Part
724. Register of notices
725. No notice of rights
TABLE OF PROVISIONS—continued
Section
726. Civil liability
727. Exceptions to criminal or civil liability
PART 6.9—POWERS OF COMMISSION AND ANCILLARY POWERS OF COURT
728. Power of Commission to exempt from compliance with this Chapter
729. Power of Court to enforce exemption condition
730. Power of Commission to modify operation of this Chapter
731. Commission to take account of certain matters
732. Occurrence of unacceptable circumstances
733. Declarations by Corporations and Securities Panel
734. Power of Panel to make orders
735. Miscellaneous provisions relating to orders by Panel
736. Orders by the Court where Panel order contravened
736a. Commission may publish report about application to Panel or Court
PART 6.10—POWERS OF COURT
737. Orders where prohibited acquisitions take place
738. Orders where offers not sent pursuant to Part A statement
739. Orders to protect rights under takeover schemes or announcements
740. Powers of Court in relation to unfair or unconscionable agreements, payments or benefits
741. Powers of Court with respect to defaulting substantial shareholder
742. Powers of Court where beneficial ownership of shares not disclosed
743. Contravention due to inadvertence etc.
744. Miscellaneous provisions relating to orders
PART 6.11—MISCELLANEOUS
745. Recording of resolutions
746. Announcements of proposed takeover bids
747. Service of documents and publication of notices
748. Regulations
PART 6.12—STATEMENTS
749. Interpretation of certain clauses in section 750
750. Part A, B, C and D statements
PART 6.13—TRANSITIONAL
751. Application
752. Definition
753. Acquisitions pursuant to Part A statements served before commencement of Chapter
754. Acquisitions pursuant to takeover announcements made before commencement of Chapter
755. Application of State or Territory laws to excluded acquisitions not affected
756. Acts of NCSC deemed to be acts of Commission
757. Acts done before commencement of Chapter
758. Notices of substantial shareholdings
759. Information as to beneficial ownership of shares
CHAPTER 7—SECURITIES
PART 7.1—INTERPRETATION
760. Effect of this Part
761. Definitions
762. Conduct
TABLE OF PROVISIONS—continued
Section
763. Odd lot
764. References to doing acts
765. Misleading representation
766. Trading in securities
PART 7.2—SECURITIES EXCHANGES
767. Conducting unauthorised stock markets
768. Trading on unauthorised stock markets
769. Approval of stock exchange
770. Approval of approved securities organisation
771. Exempt stock market
772. Publication of instruments executed under section 769, 770 or 771
773. Auction, by licensed auctioneer, of forfeited shares
774. Commission to be notified of amendments to rules
775. Power of Commission to prohibit trading in particular securities
776. Securities exchanges to provide assistance to Commission
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 option contracts
779. Qualified privilege in respect of disciplinary proceedings
PART 7.3—PARTICIPANTS IN THE SECURITIES INDUSTRY
Division 1—Dealers and investment advisers
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 Commission
789. Register of Licence Holders
790. Notifying change in particulars
791. Annual statement of licensee
792. Time for lodging annual statement
793. Commission may extend period for lodging statement
Division 2—Agreements with unlicensed persons
Subdivision A—Agreements affected
794. Certain persons not clients
795. Agreements with unlicensed corporations
796. Agreements with other unlicensed dealers and investment advisers
797. Agreements with other unlicensed persons
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
TABLE OF PROVISIONS—continued
Section
805. Remedies under this Division additional to other remedies
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 Commission of location and contents of register
812. Inspection and copying of register
813. Disclosure to non-dealer
814. Commission may require production of authority
815. Commission may give licensee information about representative
816. Holder of authority may be required to return it
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
823. Additional operation of Division
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
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
840. Effect of previous orders under laws corresponding to section 838
PART 7.4—CONDUCT OF SECURITIES BUSINESS
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
Division 2—Short selling of securities
846. Short selling
TABLE OF PROVISIONS—continued
Section
847. Power of Commission to prohibit short selling in certain cases
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
PART 7.5—DEALERS’ ACCOUNTS AND AUDIT
854. Interpretation
855. Application of Part
856. Dealers’ accounting 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 Commission on certain matters
862. Securities exchange to report to Commission on certain matters
863. Qualified privilege for auditor
864. Securities exchange may impose additional obligations on members
PART 7.6—MONEY AND SCRIP OF DEALERS’ CLIENTS
865. Interpretation and application
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
PART 7.7—REGISTERS OF INTERESTS IN SECURITIES
879. Interpretation
880. Application of Part
881. Register to be maintained
882. Commission to be notified of certain matters on establishment of Register
883. Commission to be notified of changes in certain matters
884. Defences
885. Power of Commission to require production of Register
886. Power of Commission to require certain information
887. Power of Commission to supply copy of Register
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
TABLE OF PROVISIONS—continued
Section
893. Claims not affected by this Part
PART 7.9—FIDELITY FUNDS
894. Interpretation
895. Fidelity funds
896. Money constituting fidelity fund
897. Fund to be kept in separate bank 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
919. Contributions and levies not payable unless imposed by another Act
PART 7.10—THE NATIONAL GUARANTEE FUND
Division 1—Interpretation
920. Interpretation
921. Excluded persons
922. Becoming insolvent
923. Permitted investments
924. Additional operation of certain provisions
Division 2—Securities Exchanges Guarantee Corporation
925. Minister to nominate
926. Functions and powers under Fund provisions
927. Management sub-committee
928. Commission to be notified of amendments to business rules
Division 3—The National Guarantee Fund
929. Establishment
930. Property constituting Fund
931. Fund to be kept in separate bank account
932. Payments out of Fund
933. Accounts of Fund
934. Investment of Fund
935. Interest and profits from investment of Fund
TABLE OF PROVISIONS—continued
Section
936. Minimum amount of Fund
Division 4—Levies where Fund less than minimum amount
937. Definition
938. Levy on reportable transactions
939. Revocation of levy on reportable transactions
940. Levy on participating exchanges
941. Levy by participating exchange on members or member organisations
942. Levies not payable unless imposed by another Act
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
Division 6—Contract guarantees
948. Definitions
949. Claim by selling dealer in respect of default by buying dealer
950. Claim by buying dealer in respect of default by selling dealer
951. Claim by selling client in respect of default by selling dealer
952. Claim by buying client in respect of default by buying dealer
953. Cash settlement of claim where settlement documents unobtainable
954. Making of claims
Division 7—Unauthorised transfer
955. Interpretation
956. Unauthorised execution of transfer of securities
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
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
Division 9—Claims under Divisions 6, 7 and 8
970. Power of SEGC to allow and settle claim
971. Successful claimant entitled to costs and disbursements
972. Interest
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
TABLE OF PROVISIONS—continued
Section
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
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
988. Claims under corresponding law
989. Expenses incurred under corresponding law
990. Money payable under corresponding law
991. Contracts made under corresponding law
992. Periods prescribed by business rules of exchange for purposes of corresponding law
993. Court proceedings and orders
PART 7.11—CONDUCT IN RELATION TO SECURITIES
Division 1—Additional operation of Part
994. Holding companies
Division 2—Prohibited conduct
995. Misleading or deceptive conduct
996. False or misleading statement in, or omission from, prospectus
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
1002. Insider trading
Division 3—Powers of Court
1003. Provisions relating to prosecutions
1004. Order to disclose information or publish advertisements
Division 4—Civil liability
Subdivision A—General
1005. Civil liability for contravention of this Part or Part 7.12
Subdivision B—Liability in respect of prospectuses
1006. Civil liability for false or misleading statement in, or omission from, prospectus
1007. No liability to person with knowledge of relevant matter
1008. Directors not liable in certain circumstances
1009. Liability of experts
1010. Liability of persons named in prospectus etc.
1011. No liability for mistake etc. if reasonable precautions taken
1012. Indemnity
Subdivision C—Liability in respect of unlawful market activity
1013. Liability for insider trading
1014. Liability for other unlawful market activity
TABLE OF PROVISIONS—continued
Section
1015. Amount recoverable
PART 7.12—OFFERING SECURITIES FOR SUBSCRIPTION OR PURCHASE
Division 1—Additional operation of Part
1016. Holding companies etc.
Division 2—Prospectuses
1017. Exceptions
1017a. Registrable prospectuses
1018. Prospectus in relation to securities
1019. Prohibition on invitations or offers in respect of securities of proposed corporation
1020. Forms of application for securities to be attached to prospectus
1020a. Registration of prospectuses
1021. Specific provisions applicable to all prospectuses
1022. General provisions applicable to all prospectuses
1023. Special provisions applicable to prospectuses in relation to debentures
1024. Supplementary prospectuses
1025. Certain notices etc. not to be published
1026. Certain reports referring to prospectuses not to be published
1027. Evidentiary provisions etc.
1028. Retention of over-subscriptions in debenture issues
1029. Documents to be kept by corporations
1030. Document containing offer of securities for sale deemed to be prospectus
1031. Allotment or issue of securities where prospectus indicates application for quotation on stock market
1032. Expert’s consent to issue of prospectus containing statement by the expert
1033. Order to stop issue of securities
1034. Transitional
Division 3—Restrictions on allotment and variation of contracts
Subdivision A—Provisions relating to companies
1035. Prohibition of allotment unless minimum subscription received
1036. Repayment of subscriptions
1037. Allotment voidable at applicant’s option
1038. Restriction on varying contracts referred to in prospectus
Subdivision B—Provisions relating to corporations
1039. Certain conditions void
1040. Securities not to be allotted or issued after 6 months
1041. Validity of allotment or issue of securities
1042. Liability of directors for loss or damage
1043. Application money to be held in trust
Division 4—Debentures
1044. Application to close corporations
1045. How debentures may be described
1046. Application
1047. Register of debenture holders and copies of trust deed
1048. Branch registers of debenture holders
1049. Specific performance of contracts
1050. Perpetual debentures
1051. Re-issue of redeemed debentures
1052. Qualifications of trustee for debenture holders
TABLE OF PROVISIONS—continued
Section
1053. Retirement of trustees
1054. Contents of trust deed
1055. Power of Court in relation to certain irredeemable debentures
1056. Duties of trustees
1057. Power of trustee to apply to Court for directions
1058. Obligations of borrowing corporation
1059. Obligation of guarantor body to provide information
1060. Loans and deposits to be immediately repayable on certain events
1061. Invitations or offers by excluded corporations
1062. Liability of trustees for debenture holders
Division 5—Prescribed interests
1063. Exceptions and modifications
1064. Issue of prescribed interests restricted
1065. No issue without approved deed
1066. Approved deeds
1067. Approvals
1068. Lodgment of consolidated copies of deed
1069. Covenants to be included in deeds
1070. Register of holders of prescribed interests
1071. Returns and information relating to prescribed interests
1072. Buy-back covenant and buy-back arrangements
1073. Consequences of contravention
1074. Winding up of schemes
1075. Non-application of Division in certain circumstances
1076. Liability of trustees
Division 6—Hawking of securities
1077. Interpretation
1078. Restriction on hawking securities
1079. Restriction on written invitations or offers in respect of securities
1080. Particulars to be included in statement
1081. Prohibition on hawking securities of proposed corporation
1082. Power of courts to make orders
Division 7—Exemptions and modifications
1083. Australian banks
1084. Powers of Commission
PART 7.13—TITLE TO, AND TRANSFER OF, SECURITIES
Division 1—Title to securities
1085. Nature of shares and other interests
1086. Numbering of shares
1087. Certificate to be evidence of title
1088. Company may have duplicate common seal
1089. Loss or destruction of certificates
Division 2—Transfer of securities
1090. Definition
1091. Instrument of transfer
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
TABLE OF PROVISIONS—continued
Section
1096. Duties of company with respect to issue of certificates
Division 3—Transfer of marketable securities and marketable rights
1097. Interpretation
1098. Document duly completed in accordance with a particular form
1099. Stamping of documents
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
1110. Operation of Division
1111. Occupation need not appear in instrument, register etc.
1112. Offences
Division 4—Exemptions and modifications
1113. Powers of Commission
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
CHAPTER 8—THE FUTURES INDUSTRY
PART 8.1—INTERPRETATION
1120. Business rules: futures association
1121. Business rules: clearing house
1122. Business rules: futures exchange
PART 8.2—FUTURES EXCHANGES, CLEARING HOUSES AND FUTURES ASSOCIATIONS
Division 1—Futures exchanges and exempt futures markets
1123. Conducting unauthorised futures markets
1123a. Using eligible communications services in connection with unauthorised futures markets
1124. Corporation not to deal on unauthorised futures market
1125. No dealing on corporation’s behalf on unauthorised futures market
1126. Approval of futures exchange
1127. Exempt futures market
TABLE OF PROVISIONS—continued
Section
Division 2—Clearing houses
1128. When corporation may provide clearing house facilities
1129. Providing clearing house facilities for a corporation
1130. Providing facilities for registering futures contracts made by corporations
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. Commission 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—powers of Commission
1139. Futures exchanges and others to assist Commission
1140. Power of Court to order observance or enforcement of business rules of futures exchange, clearing house or futures association
1141. Effect of certain laws on certain agreements
1141a. Qualified privilege in respect of disciplinary proceedings
PART 8.3—PARTICIPANTS IN THE FUTURES INDUSTRY
Division 1—Futures brokers and futures advisers
1142. Futures brokers
1143. Futures advisers
1144. Application for a licence
1145. Grant of licence
1146. Licences under corresponding laws
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. Commission 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
Division 2—Agreements with unlicensed persons
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
1162. Agreement about advice, or reports, given in breach of subsection 1143 (2)
1163. Agreement with person acting in breach of subsection 1143 (3)
Subdivision B—Effect on agreements
1164. Client may give notice of rescission
1165. Effect of notice under section 1164
TABLE OF PROVISIONS—continued
Section
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 Commission of location and contents of register
1178. Inspection and copying of register
1180. Commission may require production of authority
1181. Commission 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
1189. Additional operation of Division
Division 5—Excluding persons from the futures industry
1190. Power to revoke licence without a hearing
1191. Power to revoke licence after a hearing
1192. Power to suspend licence instead of revoking it
1193. Power to make banning order
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
1200. Opportunity for hearing
1201. Disqualification by the Court
1202. Effect of orders under section 1201
1203. Effect of previous orders under laws corresponding to section 1201
PART 8.4—CONDUCT OF FUTURES BUSINESS
1204. Certain representations prohibited
1205. Undesirable advertising
1206. Issue of contract notes
1207. Futures broker to furnish 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
TABLE OF PROVISIONS—continued
Section
PART 8.5—ACCOUNTS 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 Commission in certain cases
1221. Certain matters to be reported to Commission
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
PART 8.6—FIDELITY FUNDS
1229. Establishment of fidelity funds
1229. Money constituting fidelity fund
1230. Fund to be kept in separate bank account
1231. Payments out of fund
1232. Accounts of fund
1233. Management sub-committee
1234. Contribution to fund
1235. Levy in addition to annual contributions
1236. Contributions and levies 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
PART 8.7—OFFENCES
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 on dealing when precluded
1257. Defence where other party to dealing also had the inside information
Division 2—General
1258. Dealings by futures broker on behalf of others
TABLE OF PROVISIONS—continued
Section
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 eligible futures brokers and eligible futures advisers
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
PART 9.1 —REGISTERS AND REGISTRATION OF DOCUMENTS
1274. Registers
1275. Relodging of lost registered documents
PART 9.2—REGISTRATION OF AUDITORS AND LIQUIDATORS
Division 1—Interpretation
1276. Interpretation
1277. Effect on certain State and Territory laws
Division 2—Registration
1278. Auditor or liquidator registered under corresponding law
1279. Application for registration as auditor or liquidator
1280. Registration of auditors
1281. Auditor-General deemed 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
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
1293. Effect in certain cases of cancellation or suspension of registration under corresponding law
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
TABLE OF PROVISIONS—continued
Section
PART 9.3—BOOKS
1300. Inspection of books
1301. Location of books kept on computers etc.
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
PART 9.4—OFFENCES
Division 1—Specific offences
1308. False or misleading statements
1309. False information etc.
1310. Obstructing or hindering Commission etc.
Division 2—Offences generally
1311. General penalty provisions
1312. Penalties for bodies corporate
1313. Penalty notices
1314. Continuing offences
1315. Proceedings: how taken
1316. Time for instituting criminal proceedings
1317. Certain persons to assist in prosecutions
PART 9.4A—REVIEW BY ADMINISTRATIVE APPEALS TRIBUNAL OF CERTAIN DECISIONS
1317a. Interpretation
1317b. Applications for review
1317c. Excluded decisions
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
1325. Other orders
1326. Effect of sections 1323, 1324 and 1325
1327. Power of Court to punish for contempt of Court
1328. Court may resolve transitional difficulties
PART 9.6—PROCEEDINGS
1330. Power of Commission to intervene in proceedings
1331. Civil proceedings not to be stayed
1332. Standard of proof
1333. Evidence of contravention
1334. Evidence of laws of States and Territories
1335. Costs
1336. Vesting of property
TABLE OF PROVISIONS—continued
Section
PART 9.7—UNCLAIMED PROPERTY
1337. Interpretation
1338. Companies Unclaimed Money Account
1339. How Minister to deal with unclaimed property
1340. Minister not liable to pay calls on shares etc.
1341. Disposition of money in Account
1342. Commonwealth or Minister not liable for loss or damage
1343. Disposal of securities if whereabouts of holder unknown
PART 9.8—RULES AND REGULATIONS
1344. Rules
1345. Regulations
PART 9.9-MISCELLANEOUS
1346. Non-application of rule against perpetuities to certain schemes
1347. Act not to apply to trade unions
1348. Operation of Life Insurance Act
1349. General transitional provisions
1350. Effect of Act on existing laws in force in the Capital Territory
SCHEDULE 1
TABLE A
Regulations for Management of a Company Limited by Shares
TABLE B
Regulations for Management of a No Liability Company
SCHEDULE 2
Forms of Transfer of Marketable Securities and Marketable Rights
SCHEDULE 3
Penalties

Corporations Act 1989
No. 109 of 1989
An Act to enact a national law about corporations, securities and the futures industry, and for other purposes
[Assented to 14 July 1989]
BE IT ENACTED by the Queen, and the Senate and the House of Representatives of the Commonwealth of Australia, as follows:
CHAPTER 1—INTRODUCTORY
PART 1.1—PRELIMINARY
Short title
1. This Act may be cited as the Corporations Act 1989.
Commencement
2. (1) Subject to this section, the provisions of this Act commence on a day or days to be fixed by Proclamation.
(2) This Chapter commences on the day on which this Act receives the Royal Assent.
Application to the Crown
3. Chapter 5 (except Part 5.8) binds the Crown in right of the Commonwealth, of each of the States, of the Northern Territory and of Norfolk Island.
Extension to external Territories
4. This Act extends to such external Territories (if any) as are prescribed.
Commission has general administration of Act
5. Subject to the Commission Act, the Commission has the general administration of this Act.
PART 1.2—INTERPRETATION
Division 1—General
Effect of this Part
6. (1) The provisions of this Part have effect for the purposes of this Act, except so far as the contrary intention appears in this Act.
(2) This Part applies for the purposes of:
(a) Part 5.7;
(b) Chapter 5 as applying by virtue of Part 5.7; and
(c) Part 9.2;
as if a reference in this Part to a person or to a body corporate included a reference to a Part 5.7 body.
Location of other interpretation provisions
7. (1) Most of the interpretation provisions for this Act are in this Part.
(2) However, interpretation provisions relevant only to Chapters 6, 7 and 8, respectively, are to be found at the beginning of those Chapters.
(3) Also, interpretation provisions relevant to a particular Part, Division or Subdivision may be found at the beginning of that Part, Division or Subdivision.
(4) Occasionally, an individual section contains its own interpretation provisions, not necessarily at the beginning.
Interpretation provisions to operate distributively
8. (1) The effect that an interpretation provision has for the purposes of a particular provision of this Act is additional to, and does not prejudice, its effect for the purposes of any other provision of this Act.
(2) For the purposes of subsection (1), an interpretation provision, as it has effect for the purposes (in this subsection called the “relevant purposes”) of:
(a) a particular provision of this Act; or
(b) something that is, by any other application or applications of this subsection, deemed for the purposes of that subsection to be a distinct provision of this Act;
shall be deemed to be a provision of this Act distinct from the interpretation provision as it has effect otherwise than for the relevant purposes.
(3) In this section:
“interpretation provision” means:
(a) a provision of this Part; or
(b) any other provision of this Act, whether in the form of a definition or not, that purports to give, or has the effect of giving, a particular meaning to an expression.
Dictionary
9. Unless the contrary intention appears:
A
“accounting records” includes:
(a) invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes, vouchers and other documents of prime entry; and
(b) such working papers and other documents as are necessary to explain the methods and calculations by which accounts are made up;
“accounting standard”, except in sections 283 and 288, means an instrument in force under section 283, or a provision of such an instrument;
“accounts”, in Parts 3.6 and 3.7, means profit and loss accounts and balance-sheets and includes statements, reports and notes, other than auditors’ reports and directors’ reports, attached to or intended to be read with any of those profit and loss accounts or balance-sheets;
“acquire”:
(a) in relation to a futures contract—has the meaning given by sections 23, 26, 27 and 28;
(b) in relation to shares—has, in Chapters 6 and 7, the meaning given by subsection 51 (1); or
(c) in relation to marketable securities within the meaning of Chapter 6—has, in Chapter 6, the meaning given by subsection 51 (1) as applying by virtue of section 605;
“Act”, in the case of a reference to this Act, includes the regulations;
“adjustment agreement” means a standardised agreement the effect of which is that:
(a) a particular person will either be under a Chapter 8 obligation to pay, or will have a Chapter 8 right to receive, an amount of money;
(b) whether the person will be under such an obligation to pay, or will have such a right to receive, the amount of money will depend on a particular state of affairs existing at a particular future time, including, without limiting the generality of the foregoing, a state of affairs that relates to fluctuations in the value or price of a commodity or other property, or in an index or other factor; and
(c) the amount of money will be calculated in a particular manner by reference to that state of affairs;
whether or not the agreement has any other effect or is capable of being varied or discharged before that future time;
“affidavit” includes affirmation;
“agency” means an agency, authority, body or person;
“agreement” means:
(a) in Chapter 6 or 7—a relevant agreement; or
(b) in Chapter 8—a Chapter 8 agreement;
“amount” includes a nil amount and zero;
“ancillary offence” means an offence against:
(a) section 6, 7 or 7a of the Crimes Act 1914; or
(b) subsection 86 (1) of that Act by virtue of paragraph 86 (1) (a) of that Act;
“annual general meeting”, in relation to a company, means a meeting of the company that section 245 requires to be held;
“annual return” means the return that section 335 requires to be made and includes any document accompanying the return;
“applicable accounting standard”, in relation to, or in relation to accounts or group accounts forming part of, a company’s financial statements for a financial year, means an accounting standard that, when the financial statements are made out:
(a) applies to that financial year; and
(b) is relevant to the financial statements;
“approved securities organisation” means a body corporate:
(a) that is an eligible corporation; and
(b) in relation to which an approval under section 770 is in force;
“arbitrage transaction” means a purchase or sale of securities effected in the ordinary course of trading on a stock market together with an offsetting sale or purchase of those securities effected at the same time, or at as nearly the same time as practicable, in the ordinary course of trading on another stock market for the purpose of obtaining a profit from the difference between the prices of those securities in the 2 stock markets;
“arrangement”, in Part 5.1, includes a reorganisation of the share capital of a body corporate by the consolidation of shares of different
classes, by the division of shares into shares of different classes, or by both of those methods;
“articles” means articles of association;
“assets” means:
(a) in relation to the holder of a futures brokers licence—all the assets of the holder, whether or not used in connection with a business of dealing in futures contracts; and
(b) in relation to the holder of a dealers licence—all the assets of the holder, whether or not used in connection with a securities business;
“associate” has the meaning given by Division 2;
“Australia” includes:
(a) except in Parts 3.5 and 5.2—an external Territory to which this Act extends; and
(b) in Part 3.5 or 5.2—all the external Territories;
“Australian bank” means:
(a) a bank as defined in section 5 of the Banking Act 1959; or
(b) a bank constituted by or under a law of a State or Territory;
“Australian company law” means:
(a) this Act; or
(b) the company law of a State or Territory;
“Australian court” means a federal court or a court of a State or Territory;
“Australian law” means a law of the Commonwealth or of a State or Territory;
“authorised trustee corporation” means a body corporate that is declared by the regulations to be an authorised trustee corporation for the purposes of the provision in which the expression appears;
“available”, in relation to a name, means available by virtue of Part 4.2;
B
“banker’s books” means:
(a) books of an Australian bank, including documents used in the ordinary business of an Australian bank;
(b) cheques, orders for the payment of money, bills of exchange and promissory notes in an Australian bank’s possession;
(c) scrip in an Australian bank’s possession, whether by way of pledge or otherwise; or
(d) documents that create or evidence futures contracts and are in an Australian bank’s possession;
“banking corporation” means a body corporate that carries on, as its sole or principal business, the business of banking (other than State banking not extending beyond the limits of the State concerned);
“banning order” means:
(a) in Chapter 7—an order by the Commission in force under Division 5 of Part 7.3; or
(b) in Chapter 8—an order by the Commission in force under Division 5 of Part 8.3;
“benefit” means any benefit, whether by way of payment of cash or otherwise;
“Board” means:
(a) in Part 3.6 or 3.7—the Accounting Standards Review Board;
(b) in Part 7.10—the board of SEGC; or
(c) in Part 9.2—the Companies Auditors and Liquidators Disciplinary Board;
“board”, in relation to a body corporate, means the committee of management, board of directors, council or other governing authority of the body corporate;
“body” includes a society or association;
“body corporate” includes:
(a) a foreign company; and
(b) a body corporate or foreign company that is being wound up or has been dissolved;
“books” includes:
(a) a register;
(b) any other record of information;
(c) accounts or accounting records, however compiled, recorded or stored; and
(d) a document;
“borrowing corporation” means a body corporate that is or will be under a liability to repay any money received or to be received by it in response to:
(a) an invitation to subscribe for or buy debentures of the body corporate or an offer of debentures of the body corporate for subscription or purchase; or
(b) an offer of debentures as consideration for the acquisition, under a takeover scheme, of shares in a body corporate;
“bought position” means:
(a) in relation to a commodity agreement, or in relation to a futures contract, being a commodity agreement—the position of a person who, by virtue of the agreement, is under a Chapter 8 obligation to accept delivery in accordance with the agreement; or
(b) in relation to a futures contract, being an adjustment agreement—the position of a person who, by virtue of the agreement:
(i) will, if the value or worth of the agreement (as determined in accordance with the agreement) as at a
particular future time is less by a particular amount than the value or worth of the agreement (as so determined) as at a particular earlier time, be under a Chapter 8 obligation to pay that amount; and
(ii) will, if the value or worth of the agreement (as so determined) as at a particular future time exceeds by a particular amount the value or worth of the agreement (as so determined) as at a particular earlier time, have a Chapter 8 right to receive that amount;
“branch register” means:
(a) in relation to a company—a branch register, kept under section 214, of members of the company; or
(b) in relation to a foreign company—except in section 351, a branch register, kept under section 352, of members of the foreign company;
“business day” means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place concerned;
“buy-back arrangements”, in relation to a deed relating to prescribed interests, means arrangements made to ensure that the management company can comply with a buy-back covenant contained in the deed;
“buy-back covenant”, in relation to a deed relating to prescribed interests, means a covenant binding the management company that it will, if asked by the holder of a prescribed interest to which the deed relates, buy the prescribed interest, or cause it to be bought, from the holder at a price calculated in accordance with the deed;
C
“Capital Territory” means the Australian Capital Territory and the Jervis Bay Territory;
“carry on” has a meaning affected by Division 3;
“cash management trust interest” means a prescribed interest:
(a) in relation to which there is in force a deed that, for the purposes of Division 5 of Part 7.12, is an approved deed; and
(b) that relates to an undertaking, scheme, enterprise, contract or arrangement of the kind commonly known as a cash management trust;
“cause” includes procure;
“certified” means:
(a) in relation to a copy of, or extract from, a document-certified by a statement in writing to be a true copy of, or extract from, the document; or
(b) in relation to a translation of a document—certified by a statement in writing to be a correct translation of the document into English;
“Chapter 8 agreement” means:
(a) a relevant agreement;
(b) a proposed relevant agreement;
(c) a relevant agreement as varied, or as proposed to be varied;
(d) where a relevant agreement has been varied—the relevant agreement as in force at any time before the variation; or
(e) where a relevant agreement has been discharged—the relevant agreement as in force at any time before its discharge;
“Chapter 8 obligation” has the meaning given by section 55;
“Chapter 8 right” has the meaning given by section 55;
“charge” means a charge created in any way and includes a mortgage and an agreement to give or execute a charge or mortgage, whether on demand or otherwise;
“chargee” means the holder of a charge and includes a person in whose favour a charge is to be given or executed, whether on demand or otherwise, under an agreement;
“class” has:
(a) in relation to futures contracts—a meaning affected by subsection 72 (3); and
(b) in relation to shares—a meaning affected by section 57;
“clearing house” means:
(a) in relation to a body corporate:
(i) in any case—a person who provides, or proposes to provide, clearing house facilities for a futures market conducted by that body; or
(ii) in the case of a futures exchange—a body corporate that is an eligible corporation and in relation to which an approval as a clearing house for that futures exchange is in force under subsection 1131 (2); and
(b) in relation to a futures market:
(i) in any case—a person who provides, or proposes to provide, clearing house facilities for that futures market; or
(ii) in the case of a futures market of a futures exchange— a body corporate that is an eligible corporation and in relation to which an approval as a clearing house for that futures exchange is in force under subsection 1131 (2);
“clearing house facilities”, in relation to a futures market, means facilities for the registration of futures contracts acquired or disposed of on that futures market;
“client”, in relation to a futures broker, means, except in Division 2 of Part 8.3, a person on whose behalf the broker deals, or from whom the broker accepts instructions to deal, in futures contracts;
“clients’ segregated account”, in relation to a person, means an account that:
(a) is maintained by the person with an Australian bank;
(b) is designated as a clients’ segregated account; and
(c) does not contain money other than money deposited by the person in the account under section 1209 or a corresponding law;
“close corporation” means a close corporation registered under the Close Corporations Act 1989;
“close out”, in relation to a futures contract, means:
(a) discharge the Chapter 8 obligations of the person in the bought position, or sold position, under the futures contract as a result of the matching up of the futures contract with a futures contract of the same kind under which the person has assumed an offsetting sold position, or offsetting bought position, as the case may be; or
(b) otherwise discharge the Chapter 8 obligations of a party to the futures contract;
“commencement”, in relation to an accounting standard, means the time when:
(a) in the case of an accounting standard as originally in effect— the accounting standard took effect; or
(b) in the case of an accounting standard as varied by a particular provision of an instrument made under subsection 283 (1)— that provision took effect;
“Commission” means the Australian Securities Commission;
“Commission Act” means the Australian Securities Commission Act 1989;
“Commission delegate” has the same meaning as in the Commission Act;
“commodity”, except in Part 4.4, means:
(a) any thing that is capable of delivery pursuant to an agreement for its delivery; or
(b) without limiting the generality of paragraph (a), an instrument creating or evidencing a thing in action;
“commodity agreement” means a standardised agreement the effect of which is that:
(a) a person is under a Chapter 8 obligation to make delivery; or
(b) a person is under a Chapter 8 obligation to accept delivery;
at a particular future time of a particular quantity of a particular commodity for a particular price or for a price to be calculated in a particular manner, whether or not:
(c) the subject matter of the agreement is in existence;
(d) the agreement has any other effect; or
(e) the agreement is capable of being varied or discharged before that future time;
“company” means:
(a) except in relation to a State or Territory or in Chapter 6:
(i) a company incorporated under Division 1 of Part 2.2; or
(ii) a body corporate that is a company by virtue of subsection 150 (3);
(b) in relation to a State or Territory—a body corporate that is a company for the purposes of the company law of the State or Territory; and
(c) in Chapter 6—a body corporate that is incorporated in Australia and has a share capital;
“company having a share capital” includes an unlimited company with a share capital;
“company law”, in relation to a State or Territory, means the law, or a previous law, of the State or Territory relating to companies;
“company limited by guarantee” means a company formed on the principle of having the liability of its members limited by the memorandum to the respective amounts that the members undertake to contribute to the property of the company if it is wound up;
“company limited by shares” means:
(a) except in relation to a State or Territory—a company; or
(b) in relation to a State or Territory—a company of the State or Territory;
formed on the principle of having the liability of its members limited by the memorandum to the amount (if any) unpaid on the shares respectively held by them;
“condition”, in relation to a licence, means a condition or restriction to which the licence is subject, or will be subject, as the case requires;
“conduct”:
(a) in relation to a futures market, a stock market, or any other market, exchange, place or facility—includes maintain or provide; and
(b) in Chapter 7—has a meaning affected by section 762;
“constitution”, in relation to a body corporate or an unincorporated body, means:
(a) in the case of a company, a company of a State or Territory, or any other body that has a memorandum and articles—the memorandum and articles of the company or other body; or
(b) in any other case:
(i) the body’s charter or memorandum; or
(ii) any other instrument or law (other than this Act or the company law of a State or Territory) constituting,
or defining the constitution of, the body or governing activities or conduct of the body or its members;
“contributing member”, in relation to a futures organisation, means:
(a) in the case of a futures exchange—a member or member organisation of the futures exchange; or
(b) in the case of a futures association:
(i) a member of that futures association that is a member of no futures exchange; or
(ii) a member organisation of that futures association that is a member organisation of no futures exchange;
“contributory” means:
(a) in relation to a company other than a no liability company:
(i) a person liable as a member or past member to contribute to the property of the company if it is wound up;
(ii) in the case of a company having a share capital—a holder of fully paid shares in the company; and
(iii) before the final determination of the persons who are contributories by virtue of subparagraphs (i) and (ii)— a person alleged to be such a contributory;
(b) in relation to a body corporate to which Part 5.7 applies:
(i) a person who is a contributory by virtue of section 586; and
(ii) before the final determination of the persons who are contributories by virtue of that section—a person alleged to be such a contributory; and
(c) in relation to a no liability company—subject to section 385, a member of the company;
“convertible note” has the same meaning as in Division 3a of Part III of the Income Tax Assessment Act 1936;
“corporation” means:
(a) a foreign corporation;
(b) a trading corporation;
(c) a body corporate that is incorporated in a Territory or in an excluded Territory;
(d) a banking corporation;
(e) an insurance corporation;
(f) a company or a close corporation; or
(g) a holding company of a body corporate of a kind referred to in paragraph (a), (b), (c), (d), (e) or (f);
“corresponding”, in relation to a law, has the meaning given by section 58;
“Court” means the Federal Court of Australia or the Supreme Court of a State or Territory;
“creditors’ voluntary winding up” means a winding up under Part 5.5, other than a members’ voluntary winding up;
D
“daily newspaper” means a newspaper that is ordinarily published on each day that is a business day in the place where the newspaper is published, whether or not the newspaper is ordinarily published on other days;
“deadline”, in relation to a financial year of a company, means:
(a) if, before the end of the period within which section 245 requires the company to hold an annual general meeting in relation to that financial year, the company so holds an annual general meeting notice of which was sent, at least 14 days before the last day of that period, to persons entitled to receive notice of general meetings of the company:
(i) if notice of the meeting was so sent at least 14 days before the day of the meeting—the end of the fourteenth day before that day; or
(ii) otherwise—the time when notice of the meeting was so sent; or
(b) otherwise—the end of the fourteenth day before the last day of the period within which section 245 requires the company to hold an annual general meeting in relation to that financial year;
“deal”:
(a) in relation to a futures contract—has the meaning given by Division 4;
(b) in relation to securities—subject to subsection 93 (4), means (whether as principal or agent) acquire, dispose of, subscribe for or underwrite the securities, or make or offer to make, or induce or attempt to induce a person to make or to offer to make, an agreement:
(i) for or with respect to acquiring, disposing of, subscribing for or underwriting the securities; or
(ii) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to the securities;
“dealer” means:
(a) a person who carries on a securities business; or
(b) 2 or more persons who together carry on a securities business;
“dealers licence” means a dealers licence granted under Part 7.3;
“debenture”, in relation to a body corporate, means a document issued by the body that evidences or acknowledges indebtedness of the body in respect of money that is or may be deposited with or lent
to the body, whether constituting a charge on property of the body or not, other than:
(a) a document acknowledging a debt incurred by a body corporate:
(i) in the ordinary course of carrying on so much of a business as neither comprises, nor forms part of, a business of borrowing money and providing finance; and
(ii) in respect of money that is or may be deposited with or lent to the body by a person in the ordinary course of a business carried on by the person;
(b) a document that merely acknowledges the receipt of money by a corporation where, in respect of the money, the corporation issues, in compliance with section 1023, a document prescribed by subsection 1023 (2) and complies with the other requirements of that section;
(c) a document issued by an Australian bank in the ordinary course of its banking business that evidences or acknowledges indebtedness of the bank arising in the ordinary course of that business;
(d) a cheque, order for the payment of money or bill of exchange;
(e) a promissory note having a face value of not less than $50,000; or
(f) for the purposes of the application of this definition to a provision in respect of which the regulations provide that the word “debenture” does not include a prescribed document or a’ document in a prescribed class of documents—that document or a document in that class, as the case may be;
and includes a unit of a debenture;
“deed” includes an instrument having the effect of a deed and, in relation to prescribed interests, includes an instrument amending or affecting the deed concerned;
“defalcation”, in Part 7.9, includes a contravention of subsection 870 (3);
“director” has the meaning given by section 60;
“discretionary account” has the meaning given by section 61;
“dispose of:
(a) in relation to a futures contract—has the meaning given by sections 24, 26, 27 and 28;
(b) in relation to shares—has, in Chapter 6, the meaning given by subsection 51 (2); or
(c) in relation to marketable securities within the meaning of Chapter 6—has, in Chapter 6, the meaning given by subsection 51 (2) as applying by virtue of section 605;
“Division 1 company” means a company incorporated under Division 1 of Part 2.2;
“Division 2 company” means a body corporate that, because of its registration under Division 2 of Part 2.2, is a company by virtue of subsection 150 (3);
“Division 2 or 3 company” means a Division 2 company or a Division 3 company;
“Division 3 company” means a body corporate that, because of its registration under Division 3 of Part 2.2, is a company by virtue of subsection 150 (3);
“Division 4 company” means a body corporate that, because of its registration under Division 4 of Part 2.2, is a company by virtue of subsection 150 (3);
“document” includes:
(a) any paper or other material on which there is writing or printing or on which there are marks, figures, symbols or perforations having a meaning for persons qualified to interpret them;
(b) a disc, tape or other article from which sounds, images or messages are capable of being reproduced; and
(c) a disc, tape or other article, or any material, from which sounds, images, writings or messages are capable of being reproduced with or without the aid of any other article or device;
and without limiting the generality of the foregoing, includes any summons, order and other legal process and any notice;
“document of title”, in relation to securities, includes an instrument of transfer relating to the securities;
“dormant”, in relation to a body corporate, has the meaning given by section 62;
“eligible circumstances” has the meaning given by section 63;
“eligible commodity agreement” means a commodity agreement (in this definition called the “relevant agreement”), where, at the time when the relevant agreement:
(a) unless paragraph (b) applies—is entered into; or
(b) if the relevant agreement is not a commodity agreement at the time when it is entered into—becomes a commodity agreement;
it appears likely, having regard to all relevant circumstances (other than the respective intentions of the person in the sold position, and the person in the bought position, under the relevant agreement), including, without limiting the generality of the foregoing:
(c) the provisions of any agreement;
(d) the rules and practices of any market; and
(e) the manner in which the respective Chapter 8 obligations of persons in sold positions, and persons in bought positions,
under agreements of the same kind as the first-mentioned agreement are generally discharged;
that:
(f) the Chapter 8 obligation of the person in the sold position under the relevant agreement to make delivery in accordance with the relevant agreement will be discharged otherwise than by the person so making delivery;
(g) the Chapter 8 obligation of the person in the bought position under the relevant agreement to accept delivery in accordance with the relevant agreement will be discharged otherwise than by the person so accepting delivery; or
(h) the person in the sold position, or bought position, under the relevant agreement will assume an offsetting bought position, or offsetting sold position, as the case may be, under an agreement of the same kind as the relevant agreement;
“eligible communications service” means a postal, telegraphic, telephonic or other like service, within the meaning of paragraph 51 (5) of the Constitution;
“eligible corporation” means a foreign corporation or a trading corporation;
“eligible exchange-traded option” means a contract that is entered into on a futures market of a futures exchange and under which a party acquires from another party an option or right, exercisable at or before a specified time:
(a) to purchase from, or to sell to, that other party a specified quantity of a specified commodity at a price specified in, or to be determined in accordance with, the contract; or
(b) to be paid by that other party an amount of money to be determined by reference to the amount by which a specified number is greater or less than the number of a specified index, being the Australian Stock Exchanges All Ordinaries Price Index or a prescribed index, as at the time when the option or right is exercised;
“eligible futures advice business” has the meaning given by section 71;
“eligible futures adviser” means:
(a) a corporation that holds a futures advisers licence, or is an exempt futures adviser by virtue of subsection 67 (1);
(b) a person, in so far as the person carries on a futures advice business in a capacity referred to in any of paragraphs 67 (4) (a) to (g), inclusive; or
(c) a prescribed person, in so far as is prescribed;
“eligible futures broker” means:
(a) a corporation that holds a futures brokers licence, or is an exempt futures broker by virtue of subsection 67 (1);
(b) a person, in so far as the person carries on a futures broking business in a capacity referred to in any of paragraphs 67 (4) (a) to (g), inclusive; or
(c) a prescribed person, in so far as is prescribed;
“eligible futures broking business” means, subject to subsection 25 (4):
(a) a business of dealing in futures contracts on behalf of corporations; or
(b) a business of dealing in futures contracts, in eligible circumstances, on behalf of other persons;
“eligible futures conduct” means conduct in the course of, for the purposes of, or otherwise in connection with:
(a) if the person who engages in, or proposes, or represents that the person proposes, to engage in, the conduct is a corporation:
(i) dealing in futures contracts;
(ii) advising a person about futures contracts; or
(iii) giving to a person a futures report; or
(b) in any other case, but without prejudice to the effect of this definition by virtue of paragraph (a):
(i) dealing in futures contracts on behalf of a corporation;
(ii) dealing in futures contracts in eligible circumstances;
(iii) advising a corporation, or giving to a corporation an analysis or report, about futures contracts; or
(iv) doing in eligible circumstances any of the following:
(a) advising a person about futures contracts;
(b) giving to a person a futures report;
“eligible futures contract” means a futures contract acquired, or to be acquired, in eligible circumstances or on an eligible futures market;
“eligible futures market” means:
(a) a futures market conducted by a corporation; or
(b) a futures market, in so far as it is conducted in eligible circumstances;
“eligible investment advice business” has the meaning given by section 77;
“eligible money market dealer” means a body corporate in respect of which a declaration is in force under paragraph 65 (1) (a);
“eligible negotiable instrument”, in relation to a body corporate, means:
(a) a bill of exchange, promissory note, cheque or other negotiable instrument;
(b) an indorsement on, or order in, a bill of exchange, promissory note, cheque or other negotiable instrument; or
(c) a letter of credit;
of, or purporting to be issued or signed by or on behalf of, the body;
“eligible securities” means:
(a) debentures, stocks or bonds issued or proposed to be issued by the Commonwealth or an authority of the Commonwealth or by the Government of a Territory or of a foreign country or an authority of such a Government;
(b) shares in, debentures of, or prescribed interests made available by, a corporation;
(c) a contract under which a party acquires from another party an option or right, exercisable at or before a specified time, to buy from, or to sell to, that other party a number of specified securities of a kind mentioned in paragraph (a) or (b), at a price specified in, or to be determined in accordance with, the contract; or
(d) a contract that is entered into on a stock market of a securities exchange within the meaning of Chapter 7 or on an exempt stock market and under which a party acquires from another party an option or right, exercisable at or before a specified time, to buy from, or to sell to, that other party an amount of a specified foreign currency at a price specified in, or to be determined in accordance with, the contract;
but does not include a futures contract or an excluded security;
“eligible securities business” has the meaning given by section 93;
“eligible securities conduct” means conduct in the course of, for the
purposes of, or otherwise in connection with:
(a) if the person who engages in, or proposes, or represents that the person proposes, to engage in, the conduct is a corporation:
(i) dealing in securities;
(ii) advising a person about securities; or
(iii) giving to a person a securities report; or
(b) in any other case, but without prejudice to the effect of this definition by virtue of paragraph (a):
(i) dealing in eligible securities;
(ii) dealing in securities on behalf of a corporation;
(iii) dealing in securities in eligible circumstances;
(iv) advising a person, or giving to a person an analysis or report, about eligible securities;
(v) advising a corporation, or giving to a corporation an analysis or report, about securities; or
(vi) doing in eligible circumstances any of the following:
(a) advising a person about securities;
(b) giving to a person a securities report;
“emoluments” means the amount or value of any money, consideration or benefit given, directly or indirectly, to a director of a body corporate in connection with the management of affairs of the body
or of any holding company or subsidiary of the body, whether as a director or otherwise, but does not include amounts in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the body;
“enter into”:
(a) in relation to a futures contract—has a meaning affected by subsection 72 (2);
(b) in relation to a transaction, in relation to shares or securities, has, in section 51 and Chapter 6, the meaning given by section 64;
“event” includes any happening, circumstance or state of affairs;
“Exchange” means Australian Stock Exchange Limited;
“exchange member”, in relation to a futures exchange, means:
(a) a corporation that is a member of the futures exchange;
(b) a partnership that is a member of the futures exchange; or
(c) a member of such a partnership;
“Exchange subsidiary”, in Chapter 6 or 7, means a securities exchange or stock exchange within the meaning of that Chapter that is a subsidiary of the Exchange;
EXCLUDED
“excluded corporation” has the meaning given by section 65;
“excluded invitation”, in relation to securities, has the meaning given by subsection 66 (3);
“excluded issue”, in relation to securities, has the meaning given by subsection 66 (2);
“excluded offer”, in relation to securities, has the meaning given by subsection 66 (3);
“excluded security” means:
(a) where:
(i) there is attached to a share or debenture a right to participate in a retirement village scheme; and
(ii) each of the other rights, and each interest (if any), attached to the share or debenture is a right or interest that is merely incidental to the right referred to in subparagraph (i);
the share or debenture or a unit in the share or debenture; or
(b) a prescribed interest constituted by a right to participate in a retirement village scheme;
“excluded Territory” means an external Territory to which this Act does not extend;
“executive officer”, in relation to a body corporate, means a person, by whatever name called and whether or not a director of the body,
who is concerned, or takes part, in the body’s management and, in the case of a close corporation, includes a member of the body;
EXEMPT
“exempt broker” means a person who is an exempt broker by virtue of section 67;
“exempt dealer” has the meaning given by section 68;
“exempt foreign company” means a foreign company of a kind referred to in subsection 349 (8), whether or not Division 2 of Part 4.1 applies to it;
“exempt futures market” means a futures market in relation to which a declaration under section 1127 is in force;
“exempt investment adviser” has the meaning given by section 68; “exempt proprietary company” has the meaning given by section 69;
“exempt public authority” means a body corporate that is incorporated within Australia and is a public authority or an authority of the Crown in right of the Commonwealth or of a State, Territory or excluded Territory;
“exempt stock market” means a stock market in relation to which, or a stock market in a class of stock markets in relation to which, a declaration is in force under section 771; “expert”, in relation to a matter, means a person whose profession or reputation gives authority to a statement made by him or her in relation to that matter;
“extend”, in relation to a period:
(a) includes further extend; and
(b) has a meaning affected by section 70;
“externally-administered body corporate” means a body corporate:
(a) that is being wound up;
(b) in respect of property of which a receiver, or a receiver and manager, has been appointed (whether or not by a court) and is acting;
(c) that is under official management; or
(d) that has entered into a compromise or arrangement with another person the administration of which has not been concluded;
F
“fidelity fund” means:
(a) in relation to a futures organisation—the fidelity fund (if any) that section 1228 requires the futures organisation to keep; or
(b) in relation to a securities exchange within the meaning of Chapter 7—the fidelity fund (if any) that section 895 requires or required the securities exchange to keep;
“financial corporation” means a financial corporation within the meaning of paragraph 51 (20) of the Constitution;
“financial statements”, in relation to a financial year of a body corporate, means the accounts, and the group accounts (if any), of the body required by Part 3.6 or a corresponding law to be made out in relation to that financial year;
“financial year”, in relation to a body corporate, means any of the following, whether ending before, at or after the commencement of this section:
(a) if the body is a company—a period of 12 months, or such other period (whether longer or shorter that 12 months) of not more than 18 months as the directors (subject to the requirements of section 245 as to the holding of annual general meetings of the body) resolve (even if at the time of the resolution the body is not a company), beginning:
(i) if there has been no previous financial year of the body—on the day of the body’s incorporation; or
(ii) otherwise—at the end of the previous financial year of the body;
(b) if the body has been, but is no longer, a company—a period that:
(i) ended at a time when the body was a company; and
(ii) was a financial year of the body for the purposes of this Act as in force at that time;
(c) if the body is a close corporation—a period that is a financial year of the body for the purposes of the Close Corporations Act 1989;
(d) if the body has been, but is no longer, a close corporation— a period that:
(i) ended at a time when the body was a close corporation; and
(ii) was a financial year of the body for the purposes of the Close Corporations Act 1989 as in force at that time;
(e) in any case—a period that:
(i) ended at a time when the body was not a company but was a company of a State or Territory; and
(ii) was a financial year of the body for the purposes of the company law of that State or Territory as in force at that time; or
(f) in any case—a period that:
(i) ended at a time when the body was neither a company nor a company of a State or Territory; and
(ii) in respect of which a profit and loss account of the body was made out, or was required by the law of
the body’s incorporation as at that time to be made out;
and, in relation to a deed within the meaning of Division 5 of Part 7.12, means the 12 months ending on 30 June or on such other day as the deed specifies instead of 30 June;
“floating charge” includes a charge that conferred a floating security at the time of its creation but has since become a fixed or specific charge;
“foreign companies law”, in relation to a State, Territory or excluded Territory, means the law, or a previous law, of that State, Territory or excluded Territory relating to foreign companies within the meaning of that law or previous law;
“foreign company” means:
(a) a foreign corporation;
(b) a body corporate incorporated in an excluded Territory; or
(c) an unincorporated body that:
(i) is formed in an excluded Territory or outside Australia and the external Territories;
(ii) under the law of its place of formation, may sue or be sued, or may hold property in the name of its secretary or of an officer of the body duly appointed for that purpose; and
(iii) does not have its head office or principal place of business in Australia;
but does not include a corporation sole or an exempt public authority;
“foreign corporation” means a foreign corporation within the meaning of paragraph 51 (20) of the Constitution;
“function” includes a duty;
“Fund” means the National Guarantee Fund established under subsection 929 (1);
FUTURES
“futures advice business” has the meaning given by section 71;
“futures adviser” means a person who carries on, or 2 or more persons who together carry on, a futures advice business;
“futures advisers licence” means a futures advisers licence granted under Part 8.3;
“futures association” means a body corporate:
(a) that is an eligible corporation; and
(b) in relation to which an approval under section 1132 is in force;
“futures broker” means:
(a) except in Parts 8.4 and 8.5:
(i) a person who carries on, or 2 or more persons who together carry on, a futures broking business, whether or not the person, or any of the persons, also deals in futures contracts on the person’s own account; or
(ii) the holder of a futures brokers licence; and
(b) in Part 8.4 or 8.5—a corporation that holds a futures brokers licence;
“futures brokers licence” means a futures brokers licence granted under Part 8.3;
“futures broking business”, in relation to a person, means, subject to subsection 25 (4), a business of dealing in futures contracts on behalf of other persons;
“futures contract” has the meaning given by section 72;
“futures exchange” means a body corporate:
(a) that is an eligible corporation; and
(b) in relation to which an approval under section 1126 is in force;
“futures law” means a provision of, or a law corresponding to a provision of, Chapter 8;
“futures licence” means a futures brokers licence or a futures advisers licence;
“futures licensee” means a person who holds a futures licence;
“futures market” means a market, exchange or other place at which, or a facility by means of which, futures contracts are regularly acquired or disposed of;
“futures option” means an option or Chapter 8 right to assume, at a specified price or value and within a specified period, a bought position, or a sold position, in relation to an eligible commodity agreement or in relation to an adjustment agreement;
“futures organisation” means:
(a) except in Part 8.6—a futures exchange or a futures association; or
(b) in Part 8.6:
(i) a futures exchange; or
(ii) a futures association, other than a futures association each of whose members is also a member of a futures exchange;
“futures report” means an analysis or report about futures contracts;
“futures representative” has the meaning given by section 73;
G
“Gazette notice” means a notice published in the Gazette;
“group”, in relation to a company that is a group holding company at the end of a financial year, means all of the following:
(a) the company;
(b) its subsidiaries as at the end of that financial year;
“group accounts”, in relation to a body corporate, means, if the body is a group holding company at the end of the financial year concerned:
(a) a set of consolidated accounts for the group;
(b) 2 or more sets of consolidated accounts together covering the group;
(c) separate accounts for each body corporate in the group; or
(d) the combination of one or more sets of consolidated accounts, and one or more sets of separate accounts, together covering the group;
“group holding company” has the meaning given by section 74;
“guarantor body”, in relation to a borrowing corporation, means a body corporate that has guaranteed, or has agreed to guarantee, the repayment of any money received or to be received by the borrowing corporation in response to:
(a) an invitation to subscribe for or buy debentures of the borrowing corporation or an offer of debentures of the borrowing corporation for subscription or purchase; or
(b) an offer of debentures as consideration for the acquisition, under a takeover scheme, of shares in a body corporate;
h
“have”, in relation to information, includes be in possession of the information;
“hold”, in relation to a person, in relation to a document that is, or purports to be, a copy of a licence, means have in the person’s possession;
“holding company” means:
(a) in relation to a body corporate—a body corporate of which the first-mentioned body is a subsidiary by virtue of Division 6; or
(b) in Part 3.6 or 3.7—a company of which some body corporate is a subsidiary by virtue of Division 6 of this Part;
i
“included”, in relation to an official list, has the meaning given by section 75;
“incorporate”, except in section 112, includes form;
“incorporated in Australia” has a meaning affected by section 76;
“industrial instrument” means:
(a) a contract of employment; or
(b) a law, award, determination or agreement relating to terms or conditions of employment;
“information” includes complaint;
“information service” means:
(a) a broadcasting service;
(b) an interactive or broadcast videotext or teletext service or a similar service;
(c) an online database service or a similar service; or
(d) any other prescribed service;
“injury compensation” means compensation payable under any law relating to workers compensation;
“inside information”, in relation to a futures contract, means information that is not generally available but, if it were generally available, would be likely to affect materially the price for dealing in:
(a) that futures contract; or
(b) a futures contract of the same kind as that futures contract;
“insolvent under administration” means a person who:
(a) under the Bankruptcy Act 1966 or the law of an external Territory, is a bankrupt in respect of a bankruptcy from which the person has not been discharged; or
(b) under the law of a country other than Australia or the law of an external Territory, has the status of an undischarged bankrupt;
and includes:
(c) a person who has executed a deed of arrangement under Part X of the Bankruptcy Act 1966 or the corresponding provisions of the law of an external Territory or of the law of a country other than Australia, where the terms of the deed have not been fully complied with; and
(d) a person whose creditors have accepted a composition under Part X of the Bankruptcy Act 1966 or the corresponding provisions of the law of an external Territory or of the law of a country other than Australia where a final payment has not been made under that composition;
“insurance corporation” means a body corporate that carries on, as its sole or principal business, insurance (other than State insurance not extending beyond the limits of the State concerned);
“interstate”, in relation to carrying on business, has the meaning given by section 22;
“invalid futures authority” has the meaning given by subsection 87 (2);
“invalid securities authority” has the meaning given by subsection 88 (2);
“investment advice business” has the meaning given by section 77;
“investment adviser” means a person who carries on, or 2 or more persons who together carry on, an investment advice business;
“investment advisers licence” means an investment advisers licence granted under Part 7.3;
“investment contract” means any contract, scheme or arrangement that, in substance and irrespective of its form, involves the investment of
money in or under such circumstances that the investor acquires or may acquire an interest in, or right in respect of, property, whether in Australia or elsewhere, that, under, or in accordance with, the terms of investment will, or may at the option of the investor, be used or employed in common with any other interest in, or right in respect of, property, whether in Australia or elsewhere, acquired in or under like circumstances;
“involved”, in relation to a contravention, has the meaning given by section 79;
“issue” includes:
(a) in relation to prescribed interests—make available; and
(b) otherwise—circulate, distribute and disseminate;
J
“Judge” means a judge of the Court;
L
“law”, in relation to a State or Territory, means, subject to section 58, a law of, or a law in force in, the State or Territory;
“lawyer” means a duly qualified legal practitioner and, in relation to a person, means such a practitioner acting for the person;
“leave of absence” means long service leave, extended leave, recreation leave, annual leave, sick leave or any other form of leave of absence from employment;
“licence” means:
(a) in Chapter 7—a securities licence; or
(b) in Chapter 8—a futures licence;
“licensee” means:
(a) in Chapter 7—a securities licensee;
(b) in Chapter 8—a futures licensee; or
(c) in relation to a licence—the person who holds the licence;
“limited company” means a company limited by shares, a company limited by guarantee or a company limited both by shares and by guarantee, but does not include a no liability company;
“liquidating trade” means a transaction whereby, for the purpose of closing out a futures contract, the person in the bought position, or sold position, under the futures contract assumes an offsetting sold position, or offsetting bought position, as the case may be, under another futures contract;
“liquidator”, in sections 475, 531, 532 and 535 to 540, inclusive, and in Chapters 7 and 8, includes a provisional liquidator;
“listed corporation” means a body corporate that is included in an official list of a securities exchange in Australia or an external Territory;
“listing rules” has:
(a) in Chapter 6—the meaning given by section 603; or
(b) in Chapter 7—the meaning given by section 761;
“local agent”, in relation to a foreign company, means a person who is a local agent of the foreign company by virtue of subsection 346 (5);
“lodge” means lodge with the Commission;
M
“machine-copy”, in relation to a document, means a copy made of the document by any machine in which, or process by which, an image of the contents of the document is reproduced from surface contact with the document or by the use of photo-sensitive material other than transparent photographic film;
“management company”, in relation to any prescribed interests made available or proposed to be made available or in relation to any deed that relates to prescribed interests made available or proposed to be made available, means the corporation by or on behalf of which the prescribed interests have been or are proposed to be made available, and includes any person for the time being exercising the functions of the management company;
“manager” has a meaning affected by section 90;
“marketable securities” means debentures, stocks, shares or bonds of any Government, of any local government authority or of any corporation, association or society, and includes any right or option in respect of shares in any corporation and any prescribed interest;
“member”:
(a) in relation to a securities exchange or stock exchange within the meaning of the provision where the expression occurs— means, except in paragraph (a) of the definition of “member organisation”, a person who is, or who is a partner in, a member organisation of the securities exchange; or
(b) in relation to a body corporate that is, or proposes to become, a futures organisation—has a meaning affected by section 56;
“member firm”, in relation to a securities exchange within the meaning of Chapter 7, means a partnership that is a member organisation of the securities exchange;
“member organisation” means:
(a) in relation to a securities exchange or stock exchange within the meaning of the provision where the expression occurs:
(i) a member of the securities exchange who carries on a business of dealing in securities otherwise than in partnership; or
(ii) a partnership that the securities exchange recognises as a member organisation or member firm and that carries on a business of dealing in securities; and
(b) in relation to a futures organisation:
(i) a member of the futures organisation that carries on a business of dealing in futures contracts otherwise than in partnership; or
(ii) a partnership that the futures organisation recognises as a member organisation, that carries on a business of dealing in futures contracts and each partner in which is a member of some futures organisation;
“members’ voluntary winding up” means a winding up under Part 5.5 where a declaration has been made and lodged pursuant to section 494;
“memorandum” means memorandum of association;
“minerals” means minerals in any form, whether solid, liquefied or gaseous and whether organic or inorganic;
“minimum subscription”, in relation to any shares offered to the public for subscription or for which the public are invited to subscribe, means the amount stated in the prospectus relating to the offer or invitation under section 1035 as the minimum amount that, in the opinion of the directors, must be raised by the issue of the shares;
“mining company” means a company:
(a) whose memorandum contains a provision stating the objects of the company; and
(b) whose sole objects are mining purposes;
“mining purposes” means any or all of the following purposes:
(a) prospecting for ores, metals or minerals;
(b) obtaining, by any mode or method, ores, metals or minerals;
(c) the sale or other disposal of ores, metals, minerals or other products of mining;
(d) the carrying on of any business or activity necessary for, or incidental to, any of the foregoing purposes;
whether in Australia or elsewhere, but does not include quarrying operations for the sole purpose of obtaining stone for building, roadmaking or similar purposes;
“Minister”, in relation to a State, means:
(a) in the case of the Northern Territory—a person holding Ministerial office within the meaning of the Northern Territory (Self-Government) Act 1978; or
(b) in any other case—a Minister of the Crown of that State;
“Ministerial Council” means the Ministerial Council for Companies and Securities established by the Agreement made on 22 December 1978 between the Commonwealth and the States a copy of which is set out in the Schedule to the National Companies and Securities Commission Act 1979, being that agreement as amended or affected by any other agreement;
“modifications” includes additions, omissions and substitutions;
“money” includes a payment order;
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“NCSC” means the National Companies and Securities Commission;
“negative”, in relation to a document, means a transparent negative photograph used, or intended to be used, as a medium for reproducing the contents of the document, and includes a transparent photograph made from surface contact with the original negative photograph;
“new company” has the meaning given by section 81;
“no liability company” means a company that does not have under its constitution a contractual right to recover calls made on its shares from a shareholder who defaults in payment of those calls;
“nominee corporation” means a body corporate whose principal business is the business of holding marketable securities as a trustee or nominee;
“non-broker” means a person who is neither a futures broker nor one of 2 or more persons who together constitute a futures broker;
“non-dealer” means a person who is neither a dealer nor one of 2 or more persons who together constitute a dealer;
“non-voting share”, in relation to a body corporate, means an issued share in the body that is not a voting share in the body;
“notice” includes a circular and an advertisement;
“NSEGC” means the National Securities Exchanges Guarantee Corporation referred to in a law corresponding to Part 7.10;
O
“oath” includes affirmation;
“of”, in relation to securities, means, in the case of prescribed interests, made available by;
“offence” means an offence against a law of the Commonwealth or a State or Territory;
“officer”, in relation to a body corporate, includes:
(a) a director, secretary, executive officer or employee of the body;
(b) a receiver and manager, appointed under a power contained in an instrument, of property of the body;
(c) an official manager, or deputy official manager, of the body;
(d) a liquidator of the body appointed in a voluntary winding up of the body;
(e) a trustee or other person administering a compromise or arrangement made between the body and any other person or persons; and
(f) in the case of a close corporation—a member of the body;
but does not include:
(g) a receiver who is not also a manager;
(h) a receiver and manager appointed by a court; or
(j) a liquidator appointed by a court;
“official liquidator” means a person registered as an official liquidator under section 1283 or deemed to be registered as an official liquidator under this Act;
“official manager” means a person appointed as an official manager under Part 5.3;
“on”, in relation to a stock market or futures market, includes at or by means of;
“on behalf of includes on the instructions of;
“open”, in relation to the registered office of a body corporate, means open and accessible to the public;
“option contract”, in Chapter 7, means:
(a) a contract under which a party acquires from another party an option or right, exercisable at or before a specified time, to buy from, or to sell to, that other party a number of specified securities, or of a specified class of securities, being:
(i) debentures, stocks or bonds issued or proposed to be issued by a government or an authority of a government; or
(ii) shares in, debentures of, or prescribed interests made available by, a body corporate;
at a price specified in, or to be determined in accordance with, the contract; or
(b) a contract entered into on a stock market of a securities exchange within the meaning of Chapter 7 or on an exempt stock market, being a contract under which a party to the contract acquires from another party to the contract an option or right, exercisable at or before a specified time:
(i) to buy from, or to sell to, that other party an amount of a specified foreign currency, or a quantity of a specified commodity, at a price specified in, or to be determined in accordance with, the contract; or
(ii) to be paid by that other party an amount of money to be determined by reference to the amount by which a specified number is greater or less than the number of a specified index, being the Australian Stock Exchanges All Ordinaries Price Index or a prescribed index, as at the time when the option or right is exercised;
“own account” has:
(a) in relation to a person dealing in a futures contract—a meaning affected by section 29; or
(b) in relation to a person dealing in, or entering into a transaction in relation to, securities—a meaning affected by section 84;
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“paid up”, in Part 4.3, includes credited as paid up;
“Part 5.1 body” means:
(a) a company;
(b) a registered Australian corporation; or
(c) a foreign corporation that is a registered foreign company;
“Part 5.7 body” means a Type A body or Type B body;
“participation interest” means any right to participate, or any interest:
(a) in any profits, assets or realisation of any financial or business undertaking or scheme whether in Australia or elsewhere;
(b) in any common enterprise, whether in Australia or elsewhere, in relation to which the holder of the right or interest is led to expect profits, rent or interest from the efforts of the promoter of the enterprise or a third party; or
(c) in any investment contract;
whether or not the right or interest is enforceable, whether the right or interest is actual, prospective or contingent, whether or not the right or interest is evidenced by a formal document and whether or not the right or interest relates to a physical asset, but does not include:
(d) such a right that is a right to participate in a time-sharing scheme;
(e) any share in, unit of a share in, or debenture of, a body corporate;
(f) any interest in, or arising out of, a policy of life insurance;
(g) an interest in a partnership agreement, unless the agreement or proposed agreement:
(i) relates to an undertaking, scheme, enterprise or investment contract promoted by or on behalf of a person whose ordinary business is or includes the promotion of similar undertakings, schemes, enterprises or investment contracts, whether or not that person is, or is to become, a party to the agreement or proposed agreement; or
(ii) subject to section 85, is or would be an agreement, or is or would be within a class of agreements, prescribed by the regulations for the purposes of this paragraph;
(h) a cheque, order for the payment of money, bill of exchange or promissory note;
(j) a document issued or executed by an Australian bank in the ordinary course of its banking business, being a document that evidences or acknowledges indebtedness of the bank arising in the ordinary course of that business; or
(k) a document that is not a debenture by virtue of paragraph (a) or (f) of the definition of “debenture” in this section;
“party”, in relation to a Chapter 8 agreement, means, in the case of a proposed or discharged relevant agreement, a person who would be a party to the relevant agreement if it were in effect;
“payment order” means a cheque, bank cheque, bank draft, money order or postal order;
“place of origin” means:
(a) in relation to a registrable Australian corporation—the State or Territory in which the corporation is incorporated; or
(b) in relation to a foreign company or a Part 5.7 body—the place of incorporation of the foreign company or Part 5.7 body;
“possession” has a meaning affected by section 86;
“power” includes an authority;
“premises” includes:
(a) a structure, building, aircraft, vehicle or vessel;
(b) any land or place (whether enclosed or built on or not); and
(c) a part of a structure, building, aircraft, vehicle or vessel or of such a place;
“prescribed” means prescribed by this Act, by the regulations or by the rules;
“prescribed interest” means:
(a) a participation interest; or
(b) a right, whether enforceable or not, whether actual, prospective or contingent and whether or not evidenced by a formal document, to participate in a time-sharing scheme;
but does not include a right or interest, or a right or interest included in a class or kind of rights or interests, declared by the regulations to be an exempt right or interest, or a class or kind of exempt rights or interests, for the purposes of Chapter 7;
“‘previous Fund” means the National Guarantee Fund that was established under a law corresponding to section 929;
“price”, in relation to a commodity agreement or a futures contract, or in Chapter 8, includes any amount payable for the delivery of a commodity under an agreement;
“principal Australian register”, in relation to a foreign company, means a branch register, kept under section 351, of members of the foreign company;
“principal executive officer”, in relation to a company, means the principal executive officer of the company for the time being, by whatever name called, and whether or not he or she is a director;
“principal register”, in relation to a company, means the register, kept under section 209, of members of the company;
“printed” includes type-written, lithographed or reproduced by any mechanical means;
“procure” includes cause;
“profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a person or body for a period and, if the person or body concerned is engaged in the development or exploration of natural resources, also includes an operations account or any like account and a development account or any like account;
“profit or loss”, in Parts 3.6 and 3.7, means:
(a) in relation to a company—the profit or loss resulting from operations of the company; and
(b) in relation to 2 or more bodies corporate—the profit or loss resulting from operations of those bodies;
“promoter”, in relation to a prospectus issued by or in connection with a body corporate, means a promoter of the body who was a party to the preparation of the prospectus or of any relevant portion of the prospectus, but does not include a person merely because of the person acting in the proper performance of the functions attaching to the person’s professional capacity or to the person’s business relationship with a promoter of the body;
“proper authority” has:
(a) in relation to a futures licensee—the meaning given by subsection 87 (1); and
(b) in relation to a securities licensee—the meaning given by subsection 88 (1);
“property” means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description and includes a thing in action;
“proprietary company” means:
(a) except in relation to a State or Territory:
(i) a company incorporated as a proprietary company by virtue of section 116;
(ii) a company converted into a proprietary company under subsection 168 (1); or
(iii) a body corporate registered as a proprietary company under subsection 129 (4) or 137 (4);
being a company that has not since ceased under section 168 or 170 to be a proprietary company; and
(b) in relation to a State or Territory—a body corporate:
(i) that is a proprietary company for the purposes of the company law of the State or Territory;
(ii) that has a share capital;