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Corporations Act 1989

Act No. 109 of 1989 as made
An Act to enact a national law about corporations, securities and the futures industry, and for other purposes
Date of Assent 14 Jul 1989
Date of repeal 15 Jul 2001
Repealed by Corporations (Repeals, Consequentials and Transitionals) Act 2001
  

CORPORATIONS ACT 1989 No. 109 of 1989 - TABLE OF PROVISIONS

CORPORATIONS ACT 1989 No. 109 of 1989 - LONG TITLE

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 1 CHAPTER 1-INTRODUCTORY

PART 1.1 PART 1.1-PRELIMINARY

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 PART 1.2-INTERPRETATION

DIVISION 1 Division 1-General

6.......Effect of this Part
7.......Location of other interpretation provisions
8.......Interpretation provisions to operate distributively
9.......Dictionary

DIVISION 2 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 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 Division 4-Dealing in futures contracts

23......Acquiring a futures contract
24......Disposing of a futures contract
25......Dealing in futures contracts: general
26......Dealing in futures contracts through intermediaries: first step
27......Dealing in futures contracts through intermediaries: second and later steps
28......Dealing in futures contracts, through intermediaries, on futures markets
29......Own account dealings and transactions: futures contracts

DIVISION 5 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 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 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......Excluded 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
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 interests
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 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 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

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 2 CHAPTER 2-CONSTITUTION OF COMPANIES

PART 2.1 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 PART 2.2-REGISTRATION OF COMPANIES

DIVISION 1 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
125.....Articles of association

DIVISION 2 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 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 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 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 Division 6-Activities statements

DIVISION 1 Division 1 company

153.....No Title.

DIVISION 2 Division 2, 3 or 4 company

154.....No Title.
155.....Further activities statement in certain cases where control of company is to change

DIVISION 7 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 PART 2.3-LEGAL CAPACITY, POWERS AND STATUS

DIVISION 1 Division 1-Legal capacity and powers

159.....Interpretation
160.....Object of sections 161 and 162
161.....Legal capacity
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 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 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 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 PART 2.4-MEMBERSHIP AND SHARE CAPITAL

DIVISION 1 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 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 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
200.....Rights of holders of preference shares to be set out in memorandum or articles

DIVISION 4 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 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 Division 6-Options

215.....Register of options
216.....Options over unissued shares

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 3 CHAPTER 3-INTERNAL ADMINISTRATION

PART 3.1 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 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 make disclosure
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
243.....Register of disqualified company directors and other officers

PART 3.3 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 PART 3.4-OPPRESSIVE CONDUCT OF AFFAIRS

260.....Remedy in cases of oppression or injustice

PART 3.5 PART 3.5-CHARGES

DIVISION 1 Division 1-Preliminary

261.....Interpretation and application

DIVISION 2 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 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
282.....Special priority rules

PART 3.6 PART 3.6-ACCOUNTS

DIVISION 1 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 Division 2-Accounting records

289.....Accounting records

DIVISION 3 Division 3-Financial years of holding company and subsidiaries

290.....Synchronisation
291.....Orders under corresponding laws

DIVISION 4 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 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 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 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.
318.....Contravention of Part

DIVISION 8 Division 8-Inspection of records

319.....Inspection of records
320.....Disclosure of information

DIVISION 9 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

DIVISION 3 Division 3 or 4 companies

323.....No Title.

PART 3.7 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 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

DIVISION 2 Division 2 company

339.....No Title.

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 4

PART 4.1 PART 4.1-REGISTRATION OF CERTAIN BODIES

DIVISION 1 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 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
356.....Index of members and inspection and closing of registers
357.....Certificate as to shareholding

DIVISION 3 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 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 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 forefeited 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 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
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 PART 4.5-FINANCIAL STATEMENTS OF AUSTRALIAN BANKS AND LIFE INSURANCE

409.....Australian banks and life insurance corporations

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 5 CHAPTER 5-EXTERNAL ADMINISTRATION

PART 5.1 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 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 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
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 PART 5.4-WINDING UP BY THE COURT

DIVISION 1 Division 1-Order for winding up

459.....Winding up of company that has ceased to be a trading or banking corporation
460.....Winding up of 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 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 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 PART 5.5-VOLUNTARY WINDING UP

DIVISION 1 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
493.....Effect of voluntary winding up
494.....Declaration of solvency

DIVISION 2 Division 2-Members' voluntary winding up

495.....Liquidators
496.....Duty of liquidator to call creditors' meeting in case of insolvency

DIVISION 3 Division 3-Creditors' voluntary winding up

497.....Meeting of creditors
498.....Power to adjourn meeting
499.....Liquidators
500.....Execution and civil proceedings

DIVISION 4 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 PART 5.6-WINDING UP GENERALLY

DIVISION 1 Division 1-Preliminary

513.....Application

DIVISION 2 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

DIVISION 2 Division 2 company

530.....No Title.

DIVISION 3 Division 3-Liquidators

531.....Books to be kept by liquidator
532.....Disqualification of liquidator
533.....Reports by liquidator
534.....Prosecution by liquidator of delinquent officers and members
535.....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 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 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 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 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 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
579.....Accounts

DIVISION 9 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 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 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 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

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 6 CHAPTER 6-ACQUISITION OF SHARES

PART 6.1 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, marketable 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 PART 6.2-CONTROL OF ACQUISITION OF SHARES

615.....Restrictions on acquisitions
616.....Acquisitions permitted under takeover scheme
617.....Certain acquisitions permitted under takeover announcements
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 allotment
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 PART 6.3-TAKEOVER SCHEMES

DIVISION 1 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

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

Part B statements

647.....Part B statement
648.....Offeror connected with target company

DIVISION 4 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 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
661.....Section 645 not affected

DIVISION 6 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 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 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 PART 6.4-TAKEOVER ANNOUNCEMENTS

DIVISION 1 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 Division 2-Response of target company

683.....Part D statement

DIVISION 3 Division 3-Withdrawal and suspension of offers

684.....Withdrawal of offers
685.....Suspension of acceptance of offers made under takeover announcement

PART 6.5 PART 6.5-PROVISIONS RELATING TO BOTH TAKEOVER OFFERS AND TAKEOVER ANNOUNCEMENTS

DIVISION 1 Division 1-Restrictions on offerors

686.....Restriction on disposal of shares by offeror

DIVISION 2 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 person ceasing to hold more than 5% shareholding
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 Division 3-Notification of acquisition of shares in unlisted company

696.....Notification of offeror's entitlement

DIVISION 4 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 Division 5-Obligations of target company

699.....Obligations of target company to provide information
700.....Expenses of directors of target company

DIVISION 6 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 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 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 a 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 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
726.....Civil liability
727.....Exceptions to criminal or civil liability

PART 6.9 PART 6.9-POWERS OF COMMISSION AND CORPORATIONS AND SECURITIES PANEL, 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 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 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 PART 6.12-STATEMENTS

749.....Interpretation of certain clauses in section 750

PART A PART A-STATEMENT TO BE GIVEN BY OFFEROR UNDER TAKEOVER SCHEME

PART B PART B-STATEMENT TO BE GIVEN BY TARGET COMPANY TO WHICH TAKEOVER SCHEME RELATES

PART C PART C-STATEMENT TO BE GIVEN BY OFFEROR UNDER TAKEOVER ANNOUNCEMENT

PART D PART D-STATEMENT TO BE GIVEN BY TARGET COMPANY TO WHICH TAKEOVER ANNOUNCEMENT

750.....Part A, B, C and D statements

PART 6.13 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

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 7 CHAPTER 7-SECURITIES

PART 7.1 PART 7.1-INTERPRETATION

760.....Effect of this Part
761.....Definitions
762.....Conduct
763.....Odd lot
764.....References to doing acts
765.....Misleading representation
766.....Trading in securities

PART 7.2 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

PARTICIPANTS IN THE SECURITIES INDUSTRY

DIVISION 1 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 Division 2-Agreements with unlicensed persons

CORPORATIONS ACT 1989 No. 109 of 1989 - SUBDIVISION A 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

CORPORATIONS ACT 1989 No. 109 of 1989 - SUBDIVISION B Subdivision B-Effect on agreements

798.....Client may give notice of rescission
799.....Effect of notice under section 798
799A....Client may apply to Court for partial rescission
800.....Court may make consequential orders
801.....Agreement unenforceable against client
802.....Non-licensee not entitled to recover commission
803.....Onus of establishing non-application of section 801 or 802
804.....Client may recover commission paid to non-licensee
805.....Remedies under this Division additional to other remedies

DIVISION 3 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 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 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 PART 7.4-CONDUCT OF SECURITIES BUSINESS

DIVISION 1 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 Division 2-Short selling of securities

846.....Short selling
847.....Power of Commission to prohibit short selling in certain cases

DIVISION 3 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 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 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 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 PART 7.8-DEPOSITS WITH STOCK EXCHANGES

888.....Interpretation
889.....Deposits to be lodged by member organisations
890.....Deposit to be proportion of trust account balance
891.....Deposits to be invested by stock exchange
892.....Accounts in respect of deposits
893.....Claims not affected by this Part

PART 7.9 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 PART 7.10-THE NATIONAL GUARANTEE FUND

DIVISION 1 Division 1-Interpretation

920.....Interpretation
921.....Excluded persons
922.....Becoming insolvent
923.....Permitted investments
924.....Additional operation of certain provisions

DIVISION 2 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 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
936.....Minimum amount of Fund

DIVISION 4 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 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 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 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 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 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
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 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 PART 7.11-CONDUCT IN RELATION TO SECURITIES

DIVISION 1 Division 1-Additional operation of Part

994.....Holding companies

DIVISION 2 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 Division 3-Powers of Court

1003....Provisions relating to prosecutions
1004....Order to disclose information or publish advertisements

DIVISION 4 Division 4-Civil liability

CORPORATIONS ACT 1989 No. 109 of 1989 - SUBDIVISION A Subdivision A-General

1005....Civil liability for contravention of this Part or Part 7.12

CORPORATIONS ACT 1989 No. 109 of 1989 - SUBDIVISION B 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

CORPORATIONS ACT 1989 No. 109 of 1989 - SUBDIVISION C Subdivision C-Liability in respect of unlawful market activity

1013....Liability for insider trading
1014....Liability for other unlawful market activity
1015....Amount recoverable

PART 7.12 PART 7.12-OFFERING SECURITIES FOR SUBSCRIPTION OR PURCHASE

DIVISION 1 Division 1-Additional operation of Part

1016....Holding companies etc.

DIVISION 2 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 Division 3-Restrictions on allotment and variation of contracts

CORPORATIONS ACT 1989 No. 109 of 1989 - SUBDIVISION A 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

CORPORATIONS ACT 1989 No. 109 of 1989 - SUBDIVISION B 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 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
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 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 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 Division 7-Exemptions and modifications

1083....Australian banks
1084....Powers of Commission

PART 7.13 PART 7.13-TITLE TO, AND TRANSFER OF, SECURITIES

DIVISION 1 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 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
1096....Duties of company with respect to issue of certificates

DIVISION 3 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 Division 4-Exemptions and modifications

1113....Powers of Commission

PART 7.14 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

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 8 CHAPTER 8-THE FUTURES INDUSTRY

PART 8.1 PART 8.1-INTERPRETATION

1120....Business rules: futures association
1121....Business rules: clearing house
1122....Business rules: futures exchange

PART 8.2 PART 8.2-FUTURES EXCHANGES, CLEARING HOUSES AND FUTURES ASSOCIATIONS

DIVISION 1 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

DIVISION 2 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 Division 3-Futures associations

1132....Approval of futures association
1133....Suspension or cancellation of approval

DIVISION 4 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

PARTICIPANTS IN THE FUTURES INDUSTRY

DIVISION 1 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 Division 2-Agreements with unlicensed persons

CORPORATIONS ACT 1989 No. 109 of 1989 - SUBDIVISION A 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)

CORPORATIONS ACT 1989 No. 109 of 1989 - SUBDIVISION B Subdivision B-Effect on agreements

1164....Client may give notice of rescission
1165....Effect of notice under section 1164
1165A...Client may apply to Court for partial rescission
1166....Court may make consequential orders
1167....Agreement unenforceable against client
1168....Non-licensee not entitled to recover commission
1169....Onus of establishing non-application of section 1167 or 1168
1170....Client may recover commission paid to non-licensee
1171....Remedies under this Division additional to other remedies

DIVISION 3 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 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 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 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

PART 8.5 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 PART 8.6-FIDELITY FUNDS

1228....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 PART 8.7-OFFENCES

DIVISION 1 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 Division 2-General

1258....Dealings by futures broker on behalf of others
1259....Futures market manipulation
1260....False trading and market rigging
1261....False or misleading statements etc.
1262....Fraudulently inducing person to deal in futures contracts
1263....Dissemination of information about illegal transactions
1264....Fraud in connection with dealings in futures contracts
1265....Compensation for loss etc.
1266....Sequence of transmission and execution of orders
1267....Dealings by employees of eligible futures brokers and eligible futures advisers

PART 8.8 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

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 9 CHAPTER 9-MISCELLANEOUS

PART 9.1 PART 9.1-REGISTERS AND REGISTRATION OF DOCUMENTS

1274....Registers
1275....Relodging of lost registered documents

PART 9.2 PART 9.2-REGISTRATION OF AUDITORS AND LIQUIDATORS

DIVISION 1 Division 1-Interpretation

1276....Interpretation
1277....Effect on certain State and Territory laws

DIVISION 2 Division 2-Registration

1278....Auditor or liquidator registered under corresponding law
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 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

PART 9.3 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 PART 9.4-OFFENCES

DIVISION 1 Division 1-Specific offences

1308....False or misleading statements
1309....False information etc.
1310....Obstructing or hindering Commission etc.

DIVISION 2 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 PART 9.4A-REVIEW BY ADMINISTRATIVE APPEALS TRIBUNAL OF CERTAIN DECISIONS

1317A...Interpretation
1317B...Applications for review
1317C...Excluded decisions

PART 9.5 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 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

PART 9.7 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 PART 9.8-RULES AND REGULATIONS

1344....Rules
1345....Regulations

PART 9.9 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

SCHEDULE 2

SCHEDULE 3

CORPORATIONS ACT 1989 No. 109, 1989

CORPORATIONS ACT 1989 No. 109 of 1989 - TABLE OF PROVISIONS

TABLE OF PROVISIONS
CHAPTER 1-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
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

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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. Excluded 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
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
125. Articles of association
Division 2-Registering certain State and Territory companies as
companies

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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
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

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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
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 make disclosure
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
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

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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
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

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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.
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
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

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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
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

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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
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
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

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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
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

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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
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, marketable 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
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

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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
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

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691. Notifications by persons ceasing to hold more than 5% shareholding
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
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

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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
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
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

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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
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

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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
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
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

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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
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

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1012. Indemnity
Subdivision C-Liability in respect of unlawful market activity
1013. Liability for insider trading
1014. Liability for other unlawful market activity
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
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

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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
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
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

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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
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

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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
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
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.

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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
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 - LONG TITLE

An Act to enact a national law about corporations, securities
and the futures industry, and for other purposes

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 1 CHAPTER 1-INTRODUCTORY

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 1.1
PART 1.1-PRELIMINARY

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 1
Short title

(Assented to 14 July 1989) 1. This Act may be cited as the Corporations Act 1989. (Minister's second reading speech made in-
House of Representatives on 25 May 1988
Senate on 14 October 1988)

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 2
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.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 3
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.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 4
Extension to external Territories

4. This Act extends to such external Territories (if any) as are prescribed.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 5
Commission has general administration of Act

5. Subject to the Commission Act, the Commission has the general administration of this Act.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 1.2
PART 1.2-INTERPRETATION

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 1
Division 1-General

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 6
Effect of this Part

6. (1) The provisions of this Part have effect for the purposes of this Act,
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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.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 7
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.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 8
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.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 9
Dictionary

9. Unless the contrary intention appears: "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

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(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; "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;

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"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; "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

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(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

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(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

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than a members' voluntary winding up; "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

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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;

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"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;

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(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

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person
the administration of which has not been concluded; "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;

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"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; "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;
"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

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(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;

"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;
"Judge" means a judge of the Court;

"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

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(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; "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;

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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; "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;

"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

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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; "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

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(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;
(iii) that has under its constitution a contractual right to recover
calls made on its shares from a shareholder who defaults in payment of those calls; and

(iv) whose constitution contains proprietary company provisions;
"proprietary company provisions" means the restrictions, limitations and prohibitions that section 116 requires to be included in the constitution of a company that may be incorporated as a proprietary company;
"prospectus", in relation to securities of a corporation, means a written notice or other instrument:
(a) inviting applications or offers to subscribe for or buy the
securities; or
(b) offering the securities for subscription or purchase;
"prove" includes establish in any way;
"public company" means:

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(a) except in relation to a State or Territory-a company other than a
proprietary company; and
(b) in relation to a State or Territory-a company, other than a
proprietary company, of the State or Territory;
"public corporation" means:
(a) a public company; or
(b) in relation to a prescribed interest that relates to an undertaking,
scheme, enterprise, contract or arrangement (in this paragraph called the "relevant undertaking")-a body corporate, other than a public company, that:
(i) is an eligible corporation or is incorporated in a Territory or in an excluded Territory; and
(ii) is declared by the Commission, by writing, to be a public
corporation for the purposes of Part 7.12 in relation to the relevant undertaking or in relation to a class of undertakings, schemes, enterprises, contracts or arrangements that includes the relevant undertaking;
"public document", in relation to a body corporate, means a business letter, statement of account, invoice, receipt, order for goods, order for services, official notice or publication of, or purporting to be issued or signed by or on behalf of, the body;
"publish":
(a) in relation to a notice-means, in Chapter 7, publish by any means,
including in a newspaper or periodical, by broadcasting or televising or in a cinematograph film; and
(b) in any case-includes issue;
"qualified privilege" has the meaning given by section 89;
"quarter day" means 31 March, 30 June, 30 September or 31 December;
"quotation", in relation to securities, in relation to a stock market of a securities exchange, or of a stock exchange, within the meaning of the provision where the expression occurs, includes the displaying or providing, on a stock market of the securities exchange or stock exchange, of information concerning:
(a) if offers to sell, purchase or exchange the securities at particular
prices, or for particular consideration, are made or accepted on that stock market-those prices or that consideration;
(b) if offers or invitations are made on that stock market, being offers
or invitations that are intended, or may reasonably be expected, to result in the making or acceptance of offers to sell, purchase or exchange the securities at particular prices, or for particular consideration-those prices or that consideration; or
(c) in any case-the price at which, or the consideration for which,
particular persons, or particular classes of persons, propose, or may reasonably be expected, to sell, purchase or exchange the securities; "receiver and manager" has a meaning affected by section 90;
"recognised futures exchange" means a body corporate that:
(a) conducts a futures market outside Australia; and
(b) is prescribed for the purposes of this definition;
"register" means:
(a) in relation to a name-register under Part 4.2;
(b) otherwise-register under this Act;
REGISTERED
"registered Australian corporation" means a registrable Australian corporation that is registered under Division 1 of Part 4.1;
"registered body" means a registered Australian corporation or a registered foreign company;
"registered company auditor" means a person registered as an auditor, or deemed to be registered as an auditor, under this Act and, in relation to a body corporate that is not a company, includes a person qualified to act as the body's auditor under the law of the body's incorporation;
"registered foreign company" means a foreign company that is registered under Division 2 of Part 4.1;
"registered liquidator" means a person registered as a liquidator under subsection 1282 (1) or (2) or deemed to be registered as a liquidator under this Act;
"registered office", in relation to a body corporate, means the body's registered office under:
(a) in the case of a company-section 217; or
(b) in the case of a registered body-section 359;

"registrable Australian corporation" means a corporation incorporated in a State or Territory, but does not include:
(a) a company of that State or Territory;
(b) an exempt public authority; or
(c) a corporation sole;
"registrable body" means a registrable Australian corporation or a foreign company;
"registration application", in relation to a company, means the application that the Commission registered in the course of registering the company under Division 1, 2, 3 or 4, as the case requires, of Part 2.2;

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"registration day" means:
(a) in relation to a Division 1 company-the day specified in a certificate under section 121 as the day of commencement of the company's registration under Division 1 of Part 2.2; or
(b) in relation to a body corporate that is, or has applied to be,
registered as a company under Division 2, 3 or 4 of Part 2.2-the day that is, or will be if the application is granted, specified under subsection 148 (2) as the day of commencement of the registration;
"registration number" means:
(a) in relation to a company-the number allotted to it under subsection
120 (1), 129 (2) or 137 (2), as the case requires; or
(b) in relation to a registered body-the number allotted to it under
section 341 or 344, as the case requires;
"related body corporate", in relation to a body corporate, means a body corporate that is related to the first-mentioned body by virtue of section 50;
"relative", in relation to a person, means the spouse, parent or remoter lineal ancestor, son, daughter or remoter issue, or brother or sister of the person;
"relevant agreement" means an agreement, arrangement or understanding:
(a) whether formal or informal or partly formal and partly informal;
(b) whether written or oral or partly written and partly oral; and
(c) whether or not having legal or equitable force and whether or not
based on legal or equitable rights;
"relevant date", in relation to a winding up, means:
(a) in the case of a company ordered to be wound up by the Court that has
not previously commenced to be wound up voluntarily-the date of the winding up order; or
(b) otherwise-the date of the commencement of the winding up;
"relevant interest":
(a) in relation to a share-has the meaning given by Division 5 (other than section 44);
(b) in relation to securities-has the meaning given by Division 5 as it
applies by virtue of section 44;
(c) in relation to marketable securities within the meaning of Chapter
6-has, in Chapter 6, the meaning given by Division 5 as applying by virtue of section 605;
"representative" means:
(a) in Chapter 7-a securities representative; or
(b) in Chapter 8-a futures representative;
"reproduction", in relation to a document, means a machine-copy of the document or a print made from a negative of the document;
"reserve", in relation to a name, means reserve under Part 4.2;
"resolution", in relation to a body corporate, means a resolution other than a special resolution;
"resolution for voluntary winding up" means the special resolution referred to in section 491;
"responsible officer" means:
(a) in relation to a body corporate that is, or proposes to be, a member
of another body corporate:
(i) a director or executive officer of the first-mentioned body; or
(ii) a person who has control or substantial control of the
first-mentioned body; and
(b) in relation to a body corporate that applies for a licence-an officer
of the body who would perform duties in connection with the holding of the licence;
"result" includes:
(a) when used as a verb-result indirectly; and
(b) when used as a noun-an indirect result;
"retirement village scheme" means a scheme, undertaking or enterprise (in this definition called the "relevant scheme"), in Australia, that is being, or is proposed to be, carried out or undertaken with the intention that the participants, or a majority of the participants, in the relevant scheme be provided, in connection with the relevant scheme, with residential accommodation within a retirement community, whether or not the entitlement of a participant to be provided with such accommodation derives from a proprietary interest held by the participant in the premises where the accommodation is provided, but does not include a time-sharing scheme;
"revoke", in relation to an accounting standard, means, in the case of a provision of an accounting standard, vary the last-mentioned accounting standard by omitting the provision;
"rules" means rules of the Court;

"same kind", in relation to a Chapter 8 agreement, has the meaning given by section 54;
"scrip" means documents that are, or are documents of title to, securities;
"section 229 prohibition" has the meaning given by subsection 91 (1);
"section 230 order" has the meaning given by subsection 91 (2);

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"section 599 order" has the meaning given by subsection 91 (3);
"section 600 notice" has the meaning given by subsection 91 (4); SECURITIES
"securities" has the meaning given by section 92;
"securities adviser" means a dealer, an investment adviser or a securities representative of a dealer or of an investment adviser;
"securities business" has the meaning given by section 93;
"securities exchange" means:
(a) in a provision (other than a provision of Chapter 6 or 7) for the
purposes of which a regulation is in force defining that expression-a securities exchange as defined by that regulation;
(b) in Chapter 6:
(i) the Exchange;
(ii) Australian Stock Exchange (Adelaide) Limited;
(iii) Australian Stock Exchange (Brisbane) Limited;
(iv) Australian Stock Exchange (Hobart) Limited;
(v) Australian Stock Exchange (Melbourne) Limited;
(vi) Australian Stock Exchange (Perth) Limited;
(vii) Australian Stock Exchange (Sydney) Limited; or
(viii) a body corporate that is declared by the regulations to be a
securities exchange for the purposes of that Chapter; or
(c) in Chapter 7-a stock exchange within the meaning of that Chapter or an approved securities organisation;
"securities law" means a provision of, or a law corresponding to a provision of, Chapter 6 or 7;
"securities licence" means a dealers licence or an investment advisers licence;
"securities licensee" means a person who holds a securities licence;
"securities recommendation" means a recommendation with respect to eligible securities or a class of eligible securities, whether made expressly or by implication;
"securities report" means an analysis or report about securities;
"securities representative" has the meaning given by section 94;
"SEGC" means a body corporate in relation to which a nomination as the Securities Exchanges Guarantee Corporation is in force under subsection 925 (1); "serious fraud" means an offence involving fraud or dishonesty, being an offence:
(a) against an Australian law or any other law; and
(b) punishable by imprisonment for life or for a period, or maximum
period, of at least 3 months;
"share" means a share in the share capital of a body corporate, and includes stock except where a distinction between stock and shares is expressed or implied;
"sheriff" includes a person charged with the execution of a writ or other process;
"sign" has, in subsection 117 (1) or (3), 125 (1) or (4) or 153 (1) or (7), a meaning affected by section 95;
"sold 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 make 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 exceeds by a particular amount 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 is less by a particular amount than 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;
"sole trader" means a person who is a member organisation of a securities exchange within the meaning of Chapter 7;
"special resolution" has the meaning given by section 253;
"staff member", in relation to the Commission, means a person who is a staff member for the purposes of the Commission Act;
"standardised agreement" means a Chapter 8 agreement that is one of 2 or more Chapter 8 agreements each of which is a Chapter 8 agreement of the same kind as the other, or as each of the others, as the case may be;
"State" includes the Northern Territory;
"statement", in Chapter 7, includes matter that is not written but conveys a message;
"statutory meeting" means the meeting referred to in section 244;
"statutory report" means the report referred to in section 244;
"stock exchange" means:

(a) in a provision (other than a provision of Chapter 6 or 7) for the
purposes of which a regulation is in force defining that expression-a stock exchange as defined by that regulation;
(b) in Chapter 6:

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(i) the Exchange;
(ii) Australian Stock Exchange (Adelaide) Limited;
(iii) Australian Stock Exchange (Brisbane) Limited;
(iv) Australian Stock Exchange (Hobart) Limited;
(v) Australian Stock Exchange (Melbourne) Limited;
(vi) Australian Stock Exchange (Perth) Limited;
(vii) Australian Stock Exchange (Sydney) Limited; or
(viii) a body corporate that is declared by the regulations to be a
stock exchange for the purposes of that Chapter; or
(c) in Chapter 7-any of the following that is an eligible corporation:
(i) the Exchange;
(ii) Australian Stock Exchange (Adelaide) Limited;
(iii) Australian Stock Exchange (Brisbane) Limited;
(iv) Australian Stock Exchange (Hobart) Limited;
(v) Australian Stock Exchange (Melbourne) Limited;
(vi) Australian Stock Exchange (Perth) Limited;
(vii) Australian Stock Exchange (Sydney) Limited;
(viii) the Stock Exchange of Bendigo Limited;
(ix) the Stock Exchange of Ballarat Limited;
(x) the Stock Exchange of Newcastle Limited;
(xi) a body corporate that is approved by the Minister under section
769;
"stock market" means, subject to section 97, a market, exchange or other place at which, or a facility by means of which:
(a) offers to sell, purchase or exchange securities are regularly made or
accepted;
(b) offers or invitations are regularly made, being offers or invitations
that are intended, or may reasonably be expected, to result, whether directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange securities; or
(c) information is regularly provided about the prices at which, or the
consideration for which, particular persons, or particular classes of persons, propose, or may reasonably be expected, to sell, purchase or exchange securities;
and, in Chapter 6, has a meaning affected by the definition of "stock
market" in section 603;
"subscriber", in relation to securities, means, in the case of prescribed interests, any person accepting an offer, or making an offer pursuant to an invitation, in respect of, or subscribing for or buying, any such prescribed interests;
"subsidiary", in relation to a body corporate, means a body corporate that is a subsidiary of the first-mentioned body by virtue of Division 6;
"substantial part", in relation to activities, includes the whole of those activities;
"suspend", in relation to a licence, includes, except in sections 827 and 1192, make under section 827 or 1192, as the case requires, an order prohibiting the licensee as mentioned in paragraph 827 (1) (d) or 1192 (1) (d); "Table A" means Table A in Schedule 1;
"Table A proprietary company" means:
(a) except in relation to a State or Territory-a company limited by shares that is a proprietary company; or
(b) in relation to a State or Territory-a company of the State or
Territory that is a company limited by shares, and a proprietary company, of the State or Territory;
"Table B" means Table B in Schedule 1;
"takeover scheme" means a takeover scheme referred to in section 634;
"Territory" means:
(a) the Capital Territory; or
(b) an external Territory to which this Act extends;
"this Act" includes the regulations;
"time-sharing scheme" means a scheme, undertaking or enterprise, whether in Australia or elsewhere:
(a) participants in which are, or may become, entitled to use, occupy or
possess, for 2 or more periods during the period for which the scheme, undertaking or enterprise is to operate, property to which the scheme, undertaking or enterprise relates; and
(b) that is to operate for a period of not less than 3 years;
"trade", in relation to securities, in relation to a stock market, includes:
(a) make or accept on that stock market an offer to sell, buy or exchange
the securities; and
(b) make on that stock market an offer or invitation that is intended, or
may reasonably be expected, to result in the making or acceptance of an offer to sell, buy or exchange the securities;

"trading activities", in relation to an existing or proposed body corporate,

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includes financial activities but does not include activities that the body engages in, or will engage in, in the course of carrying on, as its sole or principal business, the business of banking or insurance;

"trading corporation" means a body corporate that is, for the purposes of paragraph 51 (20) of the Constitution, a trading corporation, or a financial corporation, formed within the limits of the Commonwealth;
"trading floor", in relation to a futures market conducted by a body corporate, means a place or facility that the body maintains or provides for the acquisition or disposal of futures contracts by members of the body, or by such members and other persons;
"transfer day" has the meaning given by section 98;
"transmission" means a transmission, by means of electric or electromagnetic energy, of:
(a) sounds, including speech and music;
(b) visual images;
(c) signals for the communication, whether as between persons and persons, persons and things or things and things, of any matter otherwise than in the form of sounds or visual images; or
(d) signals for the actuation or control of machinery or apparatus;
"transparency", in relation to a document, means:
(a) a developed negative or positive photograph of that document (in this
definition called an "original photograph") made, on a transparent base, by means of light reflected from, or transmitted through, the document;
(b) a copy of an original photograph made by the use of photo-sensitive
material (being photo-sensitive material on a transparent base) placed in surface contact with the original photograph; or
(c) any one of a series of copies of an original photograph, the first of
the series being made by the use of photo-sensitive material (being photo-sensitive material on a transparent base) placed in surface contact with a copy referred to in paragraph (b), and each succeeding copy in the series being made, in the same manner, from any preceding copy in the series;
"Tribunal" means the Administrative Appeals Tribunal;
"Type A body" means:
(a) a foreign company;
(b) a corporation (other than a company) that consists of more than 5
members; or
(c) a partnership, or an unincorporated body, that:
(i) was formed in a Territory, in an excluded Territory or outside
Australia and the external Territories; and
(ii) consists of more than 5 members;
but does not include a close corporation or an exempt public authority;

"Type B body" means:
(a) a body corporate that is incorporated in a State; or
(b) a partnership, or an unincorporated body, that was formed in a State
or outside Australia and the external Territories;
and consists of more than 5 members, but does not include an exempt public
authority; "ultimate holding company", in relation to a body corporate, means a body corporate that:
(a) is a holding company of the first-mentioned body; and
(b) is itself a subsidiary of no body corporate;
"unauthorised futures market" means a futures market that is neither a futures market of a futures exchange nor an exempt futures market;
"unauthorised stock market" means a stock market that is neither a stock market of a securities exchange nor an exempt stock market;
"underlying", in relation to securities, has the meaning given by section 99;
"underwrite" includes sub-underwrite.
"unit", in relation to a share, debenture or other interest (whether a prescribed interest or not), means a right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever term called, and includes an option to acquire such a right or interest in the share, debenture or other interest;
"unlimited company" 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 no limit placed on the liability of its
members; "value", in relation to an asset, includes amount;
"voting share", in relation to a body corporate, means an issued share in the body that confers a right to vote, not being a right to vote that is exercisable only in one or more of the following circumstances:
(a) during a period during which a dividend (or part of a dividend) in
respect of the share is in arrears;
(b) on a proposal to reduce the body's share capital;
(c) on a proposal that affects rights attached to the share;
(d) on a proposal to wind up the body;

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(e) on a proposal for the disposal of the whole of the body's property,
business and undertaking;
(f) during the winding up of the body;
"wages", in relation to a company, means amounts payable to or in respect of an employee of the company (whether the employee is remunerated by salary, wages, commission or otherwise) under an industrial instrument, including amounts payable by way of allowance or reimbursement but excluding amounts payable in respect of leave of absence;

"wholly-owned subsidiary", in relation to a body corporate, means a body corporate none of whose members is a person other than:
(a) the first-mentioned body;
(b) a nominee of the first-mentioned body;
(c) a subsidiary of the first-mentioned body, being a subsidiary none of
whose members is a person other than:
(i) the first-mentioned body; or
(ii) a nominee of the first-mentioned body; or
(d) a nominee of such a subsidiary.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 2
Division 2-Associates

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 10
Effect of Division

10. (1) This Division has effect for the purposes of interpreting a reference (in this Division called the "associate reference"), in relation to a person (in this Division called the "primary person"), to an associate.

(2) A person is not an associate of the primary person except as provided in this Division.

(3) Nothing in this Division limits the generality of anything else in it.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 11
Associates of bodies corporate

11. If the primary person is a body corporate, the associate reference includes a reference to:
(a) a director or secretary of the body;
(b) a related body corporate; and
(c) a director or secretary of a related body corporate.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 12
Matters relating to voting shares

12. (1) If the associate reference relates to:
(a) the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a body corporate;
(b) the primary person's entitlement, within the meaning of Chapter 6, to shares in a body corporate; or
(c) a takeover offer, takeover scheme, or takeover announcement, within the meaning of Chapter 6, relating to shares in a body corporate; it includes a reference to a person with whom the primary person has, or proposes to enter into, a relevant agreement:
(d) because of which one of those persons has or will have power (even if it is in any way qualified):
(i) to exercise;
(ii) to control, directly or indirectly, the exercise of; or
(iii) to influence substantially the exercise of;
any voting power attached to shares in the body;
(e) for the purpose of controlling or influencing:
(i) the composition of the body's board; or
(ii) the conduct of affairs of the body;
(f) under which one of those persons:
(i) will or may acquire; or
(ii) may be required by the other to acquire;
shares in the body in which the other has a relevant interest; or
(g) under which one of those persons may be required to dispose of shares in the body in accordance with the other's directions; whatever other effect the relevant agreement may have.

(2) In relation to a matter relating to shares in a body corporate, a person may be an associate of the body and the body may be an associate of a person.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 13
References in Chapter 7

13. If the associate reference occurs in Chapter 7 and relates to a matter that is not of a kind referred to in paragraph 12 (1) (a), (b) or (c), it includes a reference to:
(a) a person in partnership with whom the primary person carries on a securities business;
(b) subject to subsection 16 (2), a person who is a partner of the primary person otherwise than because of carrying on a securities business in partnership with the primary person;
(c) a trustee of a trust in relation to which the primary person benefits, or is capable of benefiting, otherwise than because of transactions entered into in the ordinary course of business in connection with the lending of money;
(d) a director of a body corporate of which the primary person is also a director and that carries on a securities business; and

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(e) subject to subsection 16 (2), a director of a body corporate of which the primary person is also a director and that does not carry on a securities business.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 14
References in Chapter 8

14. If it occurs in section 29 or 1323 or Chapter 8, the associate reference includes a reference to:
(a) a person in partnership with whom the primary person carries on a business of dealing in futures contracts;
(b) subject to subsection 16 (2), a person who is a partner of the primary person otherwise than because of carrying on in partnership with the primary person a business of dealing in futures contracts;
(c) a trustee of a trust in relation to which the primary person benefits, or is capable of benefiting, otherwise than because of transactions entered into in the ordinary course of business in connection with the lending of money;
(d) a director of a body corporate of which the primary person is also a director and that carries on a business of dealing in futures contracts; and
(e) subject to subsection 16 (2), a director of a body corporate of which the primary person is also a director and that does not carry on a business of dealing in futures contracts.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 15
General

15. (1) The associate reference includes a reference to:
(a) a person in concert with whom the primary person is acting, or proposes to act;
(b) a person who, under the regulations, is, for the purposes of the provision in which the associate reference occurs, an associate of the primary person; and
(c) a person with whom the primary person is, or proposes to become, associated, whether formally or informally, in any other way;
in respect of the matter to which the associate reference relates.

(2) If the primary person has entered, or proposes to enter, into a transaction, or has done, or proposes to do, any act or thing, in order to become associated with another person as mentioned in an applicable provision of this Division, the associate reference includes a reference to that other person.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 16
Exclusions

16. (1) A person is not an associate of another person by virtue of section 12 or subsection 15 (1), or by virtue of subsection 15 (2) as it applies in relation to section 12 or subsection 15 (1), merely because of one or more of the following:
(a) one gives advice to the other, or acts on the other's behalf, in the proper performance of the functions attaching to a professional capacity or a business relationship;
(b) one, a client, gives specific instructions to the other, whose ordinary business includes dealing in securities, to acquire shares on the client's behalf in the ordinary course of that business;
(c) one has sent, or proposes to send, to the other a takeover offer, or has made, or proposes to make, offers under a takeover announcement, within the meaning of Chapter 6, in relation to shares held by the other;
(d) one has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a body corporate.

(2) For the purposes of proceedings under this Act in which it is alleged that a person was an associate of another person by virtue of paragraph 13 (b) or (e) or 14 (b) or (e), the first-mentioned person shall not be taken to have been an associate of the other person in relation to a matter by virtue of that paragraph unless it is proved that the first-mentioned person knew, or ought to have known, at that time, the material particulars of that matter.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 17
Associates of composite persons

17. A reference to an associate, in relation to a dealer, investment adviser, futures broker or futures adviser, is, if 2 or more persons constitute the dealer, investment adviser, futures broker or futures adviser, a reference to an associate of any of those persons.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 3
Division 3-Carrying on business

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 18
Carrying on business: otherwise than for profit

18. A reference to a person carrying on business, carrying on a business, or carrying on a business of a particular kind, includes a reference to the person carrying on business, carrying on a business, or carrying on a business of that kind, as the case may be:
(a) in any case-otherwise than for profit; or
(b) in the case of a body corporate-otherwise than for the profit of the members or corporators of the body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 19

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Businesses of a particular kind

19. A reference to a business of a particular kind includes a reference to a business of that kind that is part of, or is carried on in conjunction with, any other business.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 20
Carrying on a business: alone or together with others

20. A reference in this Act to a person carrying on a business, or a business of a particular kind, is a reference to the person carrying on a business, or a business of that kind, whether alone or together with any other person or persons.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 21
Carrying on business in Australia or a State or Territory

21. (1) A body corporate that has a place of business in Australia, or in a State or Territory, carries on business in Australia, or in that State or Territory, as the case may be.

(2) A reference to a body corporate carrying on business in Australia, or in a State or Territory, includes a reference to the body:
(a) establishing or using a share transfer office or share registration office in Australia, or in the State or Territory, as the case may be; or
(b) administering, managing, or otherwise dealing with, property situated in Australia, or in the State or Territory, as the case may be, as an agent, legal personal representative or trustee, whether by employees or agents or otherwise.

(3) Despite subsection (2), a body corporate does not carry on business in Australia, or in a State or Territory, merely because, in Australia, or in the State or Territory, as the case may be, the body:
(a) is or becomes a party to a proceeding or effects settlement of a proceeding or of a claim or dispute;
(b) holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;
(c) maintains a bank account;
(d) effects a sale through an independent contractor;
(e) solicits or procures an order that becomes a binding contract only if the order is accepted outside Australia, or the State or Territory, as the case may be;
(f) creates evidence of a debt, or creates a charge on property;
(g) secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;
(h) conducts an isolated transaction that is completed within a period of 31 days, not being one of a number of similar transactions repeated from time to time; or
(j) invests any of its funds or holds any property.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 22
Carrying on business interstate

22. (1) A registrable Australian corporation that has a place of business, or carries on business, in a State or Territory other than its place of origin carries on business interstate.
(2) A body corporate that engages in trade or commerce:
(a) among the States;
(b) between a State and a Territory; or
(c) among the Territories;
carries on business interstate.
(3) A body corporate does not carry on business interstate except as provided by this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 4
Division 4-Dealing in futures contracts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 23
Acquiring a futures contract

23. (1) A person acquires a futures contract (other than a futures option or an eligible exchange-traded option) if, and only if, the person enters into, or takes an assignment of, the futures contract, whether or not on another's behalf.
(2) A person acquires a futures option or an eligible exchange-traded option if, and only if, the person takes the option, or takes an assignment
of the option, whether or not on another's behalf.
(3) This section has effect subject to sections 26 and 27.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 24
Disposing of a futures contract

24. (1) A person disposes of a futures contract (other than a futures option or an eligible exchange-traded option) if, and only if, the person takes, or causes to be taken, such action as closes out the futures contract, 25 whether or not the action is taken on another's behalf.
(2) A person disposes of a futures option or an eligible exchange-traded option if, and only if, the person:
(a) grants, assigns or exercises the option;
(b) takes, or causes to be taken, such action as releases the option; or 30
(c) allows the option to lapse; whether or not on another's behalf.
(3) This section has effect subject to sections 26 and 27.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 25

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Dealing in futures contracts: general

25. (1) Subject to sections 26 and 27, a person deals in a futures 35 contract if, and only if, the person:
(a) acquires, or disposes of, the futures contract;
(b) offers to acquire, or to dispose of, the futures contract; or
(c) induces, or attempts to induce, another person to acquire, or to dispose of, the futures contract.
(2) Subject to sections 26 and 27, a person deals in a futures contract on another person's behalf if, and only if, the first-mentioned person acquires, or disposes of, the futures contract on the other person's behalf, or offers so to acquire, or so to dispose of, the futures contract.
(3) In determining whether or not a person who is not a resident of Australia or of an external Territory deals in a futures contract on another persons behalf, an act that the holder of a futures brokers licence or an exempt broker does on the first-mentioned person's behalf shall be disregarded.
(4) Subsection (5) has effect for the purposes of determining:
(a) whether or not a person deals in a futures contract on another person's behalf;
(b) whether or not a person carries on, or holds himself, herself or itself out as carrying on, a futures broking business or eligible futures broking business; and
(c) what constitutes such a business carried on by a person.
(5) An act that the person does:
(a) while employed by, or acting for or by arrangement with, a futures broker;
(b) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the broker; and
(c) in connection with a business of dealing in futures contracts that the broker carries on; shall be disregarded.
(6) Subsections (3), (4) and (5) do not have effect for the purposes of
sections 26, 27, 28, 1126 and 1132.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 26
Dealing in futures contracts through intermediaries: first step

26. Where a person acquires, disposes of, or otherwise deals in, a futures contract on another person's behalf, the other person shall also be deemed to acquire, dispose of, or deal in, as the case may be, the futures contract.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 27
Dealing in futures contracts through intermediaries: second and later
steps

27. (1) Where:
(a) because of instructions given, or any other act done, by a person (in this section called the "intermediary"), the intermediary is, by virtue of:
(i) an application of section 26: or
(ii) an application of section 26 and an application, or 2 or more applications, of this section; to be deemed to acquire, dispose of, or deal in, a futures contract; and
(b) the intermediary gave the instructions, or did that other act, on behalf of another person (in this section called the "principal"); this section has effect, except for the purposes of section 26.
(2) The principal shall also be deemed to acquire, dispose of, or deal in, as the case may be, the futures contract.
(3) The intermediary and:
(a) if subparagraph (I) (a) (i) applies-the person who acquires, disposes of, or otherwise deals in, as the case may be; or
(b) if subparagraph (I) (a) (ii) applies-the persons who, by virtue of the applications referred to in that subparagraph, are each deemed to acquire, dispose of, or deal in, as the case may be; the futures contract on the intermediary's behalf shall each be deemed to acquire, dispose of, or deal in, as the case may be, the futures contract on the principal's behalf.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 28
Dealing in futures contracts, through intermediaries, on futures markets

28. (1) This section has effect where a person acquires, disposes of, or otherwise deals in, a futures contract on a futures market and by virtue of:
(a) an application of section 26; or
(b) an application of section 26 and an application or applications of section 27;
another person:
(c) is also deemed to acquire, dispose of, or deal in, the futures contract; or 25 (d) is deemed to acquire, dispose of, or deal in, the futures contract on a third person's behalf.
(2) The other person shall be deemed to acquire, dispose of, or deal in, the futures contract on that futures market, or on the third person's behalf on that futures market, as the case may be. 3

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 29
Own account dealings and transactions: futures contracts

29. (1) A reference to a person dealing in a futures contract, or entering into a transaction in relation to a futures contract, on the person's own
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account includes a reference to a person so dealing, or entering into such a transaction, as the case may be, as principal or on behalf of:
(a) in any case-an associate of the person;
(b) in any case-a body corporate in which the person has a controlling interest; or
(c) if the person carries on a futures broking business in partnership-a body corporate in which the person's interests and the interests of the other partners together constitute a controlling interest.
(2) A futures broker who is a member of a futures exchange or of a recognised futures exchange does not deal in a futures contract, or enter into a transaction in relation to a futures contract, on the broker's own account merely because the dealing is with, or the transaction is entered into with, another futures broker who is a member of a futures exchange or of a recognised futures exchange.
(3) Despite Division 2, a person is not an associate of another person for the purposes of subsection (1) merely because the first-mentioned person either or both of the following:
(a) a partner of the other person otherwise than because of carrying on in partnership with the other person a business of dealing in futures contracts;
(b) a director of a body corporate of which the other person is also a director, whether or not the body carries on a business of dealing in futures contracts.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 5
Division 5-Relevant interests in shares and securities

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 30
Terminology used in this Division

30. (1) This section applies for the purposes of this Division.

(2) Power to vote in respect of a share is power to exercise, or to control the exercise of, the right to vote attached to the share.

(3) A reference to power to dispose of a share includes a reference to power to exercise control over the disposal of the share.

(4) A reference to power or control includes a reference to power or control that is direct or indirect or is, or can be, exercised as a result of, by means of, in breach of, or by revocation of, trusts, relevant agreements and practices, or any of them, whether or not they are enforceable.

(5) Power to vote in respect of a share, or power to dispose of a share, that is exercisable by 2 or more persons jointly shall be deemed to be exercisable by either or any of those persons.

(6) A reference to a controlling interest includes a reference to an interest that gives control.

(7) A reference to the prescribed percentage is a reference to:
(a) if a percentage less than 20% is prescribed for the purposes of section 615-the percentage so prescribed; or
(b) otherwise-20%.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 31
Basic rules

31. (1) Except for the purposes of sections 234, 235 and 236, a person who has power to vote in respect of a voting share in a body corporate has a relevant interest in the share.

(2) A person who has power to dispose of a share has a relevant interest in the share.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 32
Control of body corporate having power in relation to a share

32. Where a body corporate has, or is by this Division deemed to have:
(a) power to vote in respect of a share; or
(b) power to dispose of a share; a person shall be deemed for the purposes of this Division to have in relation to the share the same power as the body has, or is deemed to have, if:
(c) the body is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person in relation to the exercise of the power referred to in paragraph (a) or (b); or
(d) the person has a controlling interest in the body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 33
Control of prescribed percentage of voting power in body corporate having power
in relation to a share

33. Where a body corporate or an associate of a body corporate has, or is by this Division (other than this section) deemed to have:
(a) power to vote in respect of a share; or
(b) power to dispose of a share; a person shall be deemed for the purposes of this Division to have in relation to the share the same power as the body or associate has, or is deemed to have, if:
(c) the person has;
(d) an associate of the person has;
(e) associates of the person together have; or
(f) the person and an associate or associates of the person together have; power to vote in respect of not less than the prescribed percentage of the voting shares in the body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 34

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Deemed relevant interest in advance of performance of agreement whose
performance will give rise to a relevant interest

34. Where a person:
(a) has entered into a relevant agreement with another person with respect of an issued share in which the other person has a relevant interest;
(b) has a right enforceable against another person in relation to an issued share in which the other person has a relevant interest, whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition; or
(c) has an option granted by another person, or has granted to another person an option, with respect to an issued share in which the other person has a relevant interest; and, on performance of the relevant agreement, enforcement of the right, or exercise of the option, as the case may be, the first-mentioned person would have a relevant interest in the share, the first-mentioned person shall be deemed for the purposes of this Division to have that relevant interest in the share.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 35
Control of body corporate having a relevant interest by virtue of section 34

35. Where a body corporate is by section 34 deemed to have a relevant interest in a share in another body corporate, a person shall be deemed for the purposes of this Division to have a relevant interest in the share if:
(a) the first-mentioned body is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person in relation to the exercise of: (i) power to vote in respect of shares in the other body; or
(ii) power to dispose of shares in the other body;
(b) the person has a controlling interest in the first-mentioned body; or
(c) the person has power to vote in respect of not less than the prescribed percentage of the voting shares in the first-mentioned body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 36
Matters not affecting application of Division

36. (1) It is immaterial for the purposes of this Division whether or not power to vote in respect of a share, or power to dispose of a share:
(a) is express or implied or formal or informal;
(b) is exercisable by a person alone or jointly with any other person or persons;
(c) cannot be related to a particular share; or
(d) is, or can be made, subject to restraint or restriction.

(2) A relevant interest in a share shall not be disregarded merely because of either or both of the following:
(a) its remoteness;
(b) how it arose.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 37
Body corporate may have a relevant interest in its own shares

37. A body corporate may, by virtue of this Division, be taken or deemed to have a relevant interest in a share in the body itself.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 38
Exclusions: money-lenders

38. A relevant interest of a person in a share shall be disregarded if the person's ordinary business includes lending money and the person has authority to exercise powers as the holder of the relevant interest only because of a security given for the purposes of a transaction entered into in the ordinary course of business in connection with lending money, other than a transaction entered into with an associate of the person.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 39
Exclusions: certain trustees

39. A relevant interest of a person in a share shall be disregarded if the share is subject to a trust, the person has the relevant interest as a trustee of the trust and:
(a) a beneficiary under the trust is by section 34 deemed to have a relevant interest in the share because the beneficiary has a presently enforceable and unconditional right referred to in paragraph 34 (b); or
(b) the person is a bare trustee.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 40
Exclusions: instructions to securities dealer to dispose of share

40. A relevant interest of a person in a share shall be disregarded if the person's ordinary business includes dealing in securities and the person has authority to exercise powers as the holder of the relevant interest only because of instructions given to the person, by or on behalf of another person, to dispose of the share on the other person's behalf in the ordinary course of that business.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 41
Exclusions: honorary proxies

41. A relevant interest of a person in a share shall be disregarded if the person has it only because of having been appointed, otherwise than for valuable consideration given by the person or an associate of the person, to vote as a proxy or representative at a meeting of members, or of a class of members, of a body corporate.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 42
Exclusions: holders of prescribed offices

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42. A relevant interest of a person in a share shall be disregarded if the person has it because of holding a prescribed office.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 43
Prescribed exclusions

43. The regulations may provide that specified relevant interests in specified shares shall, in specified circumstances and subject to the specified conditions (if any), be disregarded for the purposes of specified provisions, being any or all of the provisions of:
(a) sections 234, 235 and 236;
(b) Parts 6.7 and 6.8; and
(c) Chapter 7.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 44
Relevant interests in securities

44. (1) For the purposes of determining whether or not a person has a relevant interest in securities, this Division applies as if, in this Division (other than sections 35 and 37 and this section):
(a) a reference to a share were a reference to securities;
(b) a reference to a voting share in a body corporate were a reference to securities to which a right to vote at a meeting is attached;
(c) a reference to an issued share were a reference to securities that have been issued or made available;
(d) subsection (2) of this section were substituted for section 35; and
(e) subsection (3) of this section were substituted for section 37.

(2) Where a body corporate is, by section 34 as it applies by virtue of this section, deemed to have a relevant interest in securities, a person shall be deemed for the purposes of this Division as it so applies to have a relevant interest in the securities if:
(a) the body is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person in relation to the exercise of:
(i) power to vote in respect of the securities; or
(ii) power to dispose of the securities;
(b) the person has a controlling interest in the body; or
(c) the person has power to vote in respect of not less than the prescribed percentage of the voting shares in the body.

(3) A person may, by virtue of this Division as it applies by virtue of this section, be taken or deemed to have a relevant interest in securities issued or made available by the person.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 45
Effect of Division

45. (1) Nothing in this Division limits the generality of anything else in it.

(2) A person does not have a relevant interest in a share or in securities except as provided in this Division.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 6
Division 6-Subsidiaries and related bodies corporate

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 46
What is a subsidiary

46. A body corporate (in this section called the "first body") is a subsidiary of another body corporate if, and only if:
(a) the other body:
(i) controls the composition of the first body's board;
(ii) is in a position to cast, or control the casting of, more than
one-half of the maximum number of votes that might be cast at a general meeting of the first body; or
(iii) holds more than one-half of the issued share capital of the first
body (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or
(b) the first body is a subsidiary of a subsidiary of the other body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 47
Control of a body corporate's board

47. Without limiting by implication the circumstances in which the composition of a body corporate's board is to be taken to be controlled by another body corporate, the composition of the board shall be taken to be so controlled if the other body, by exercising a power exercisable (whether with or without the consent or concurrence of any other person) by it, can appoint or remove all, or the majority, of the directors of the first-mentioned body, and, for the purposes of this Division, the other body shall be deemed to have power to make such an appointment if:
(a) a person cannot be appointed as a director of the first-mentioned body without the exercise by the other body of such a power in the person's favour; or
(b) a person's appointment as a director of the first-mentioned body follows necessarily from the person being a director or other officer of the other body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 48
Matters to be disregarded

48. (1) This section applies for the purposes of determining whether a body corporate (in this section called the "first body") is a subsidiary of another
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body corporate.

(2) Any shares held, or power exercisable, by the other body in a fiduciary capacity shall be treated as not held or exercisable by it.

(3) Subject to subsections (4) and (5), any shares held, or power exercisable: (a) by a person as a nominee for the other body (except where the other body is concerned only in a fiduciary capacity); or
(b) by, or by a nominee for, a subsidiary of the other body (not being a subsidiary that is concerned only in a fiduciary capacity); shall be treated as held or exercisable by the other body.

(4) Any shares held, or power exercisable, by a person by virtue of the provisions of debentures of the first body, or of a trust deed for securing an issue of such debentures, shall be disregarded.

(5) Any shares held, or power exercisable, otherwise than as mentioned in subsection (4), by, or by a nominee for, the other body or a subsidiary of it shall be treated as not held or exercisable by the other body if:
(a) the ordinary business of the other body or that subsidiary, as the case may be, includes lending money; and
(b) the shares are held, or the power is exercisable, only by way of security given for the purposes of a transaction entered into in the ordinary course of business in connection with lending money, not being a transaction entered into with an associate of the other body, or of that subsidiary, as the case may be.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 49
References in this Division to a subsidiary

49. A reference in paragraph 46 (b) or 48 (3) (b) or subsection 48 (5) to being a subsidiary, or to a subsidiary, of a body corporate includes a reference to being a subsidiary, or to a body corporate that is a subsidiary, as the case may be, of the first-mentioned body by virtue of any other application or applications of this Division.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 50
Related bodies corporate

50. Where a body corporate is:
(a) a holding company of another body corporate;
(b) a subsidiary of another body corporate; or
(c) a subsidiary of a holding company of another body corporate; the first-mentioned body and the other body are related to each other.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 7
Division 7-Interpretation of other expressions

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 51
Acquisition and disposal of shares

51. (1) For the purposes of the definition of "deal" in section 9 and of Chapters 6 and 7, a person acquires shares in a body corporate if, and only if:
(a) the person acquires a relevant interest in those shares as a result of a transaction entered into by or on behalf of the person in relation to those shares, in relation to any other securities of that body corporate or in relation to securities of any other body corporate; or
(b) the person acquires any legal or equitable interest in securities of that body corporate or in securities of any other body corporate and, as a result of the acquisition, another person acquires a relevant interest in those shares.

(2) For the purposes of Chapter 6, a person disposes of shares in a body corporate if, and only if, having a relevant interest in those shares, the person ceases to have a relevant interest in those shares.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 52
Doing acts

52. A reference to doing an act or thing includes a reference to causing or authorising the act or thing to be done.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 53
Affairs of a body corporate

53. For the purposes of section 260, paragraph 461 (e), section 487 or 597, subsection 1307 (1) or section 1309, or of a prescribed provision of this Act, the affairs of a body corporate include:
(a) the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with any other person or persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with any other person or persons and including property held as agent, bailee or trustee), liabilities (including liabilities owed jointly with any other person or persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the body;
(b) in the case of a body corporate (not being an authorised trustee corporation) that is a trustee (but without limiting the generality of paragraph (a))-matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust;
(c) the internal management and proceedings of the body;
(d) any act or thing done (including any contract made and any transaction entered into) by or on behalf of the body, or to or in relation to the body or
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its business or property, at a time when:
(i) a receiver, or a receiver and manager, is in possession of, or has
control over, property of the body;
(ii) the body is under official management;
(iii) a compromise or arrangement made between the body and any other
person or persons is being administered; or
(iv) the body is being wound up;
and, without limiting the generality of the foregoing, any conduct of such a receiver or such a receiver and manager, of an official manager or deputy official manager of the body, of a person administering such a compromise or arrangement or of a liquidator or provisional liquidator of the body;
(e) the ownership of shares in, debentures of, and prescribed interests made available by, the body;
(f) the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the body or to dispose of, or to exercise control over the disposal of, such shares;
(g) matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the body or are or have been able to control or materially to influence the policy of the body;
(h) the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or prescribed interests made available by, the body;
(j) where the body has made available prescribed interests-any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the interests relate; and
(k) matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in a preceding paragraph.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 54
Chapter 8 agreements of the same kind

54. A Chapter 8 agreement is of the same kind as another Chapter 8 agreement if, and only if, the provisions of the first-mentioned Chapter 8 agreement are the same as, or not materially different from, the provisions of the other Chapter 8 agreement, disregarding:
(a) the fact that the parties to the respective Chapter 8 agreements are different; and
(b) any difference in the amounts payable under corresponding provisions of the respective Chapter 8 agreements.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 55
Chapter 8 obligations and rights

55. (1) A Chapter 8 obligation, or a Chapter 8 right, is an obligation or right, as the case may be, whether or not enforceable at law or in equity.

(2) A reference to a Chapter 8 obligation of a particular kind includes a reference to alternative Chapter 8 obligations one of which is a Chapter 8 obligation of that kind.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 56
Classes of futures organisation membership

56. A reference to a member, in relation to a body corporate that is, or proposes to become, a futures organisation, is, if the body may operate otherwise than as a futures organisation and any of the rules, regulations or by-laws made by the body or contained in its constituent documents provide for:
(a) a separate class of membership for persons to whom the operation of the body otherwise than as a futures organisation relates (whether or not such persons may be members within another class of membership); or
(b) 2 or more such separate classes of membership;
a reference to a person in the person's capacity as a member of the body in a class of membership other than that separate class or those separate classes, as the case may be.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 57
Classes of shares

57. The shares in a body corporate, if not divided into 2 or more classes, constitute a class.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 58
Corresponding laws

58. (1) A reference, in relation to a provision of an Act, to a corresponding law, or a reference to a law corresponding to a provision of an Act, is a reference to a provision of a law, or of a previous law, of, or in force in, a State or Territory, being a provision that:
(a) corresponds to that provision of that Act; or
(b) is declared by the regulations to be a provision that so corresponds.

(2) A reference to the lodgment or registration of a prospectus under a corresponding law is a reference to the lodgment of a copy of a prospectus with, or the registration of a copy of a prospectus by, as the case may be, the NCSC under that corresponding law.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 59
Debentures as consideration for acquisition of shares

59. A reference to a body corporate that offers debentures as consideration for the acquisition of shares in a body corporate includes a reference to a
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body corporate that offers a cash sum as consideration for the acquisition of shares where it is to be a term of the contract for the acquisition of those shares that the offeree makes, or that the sum is applied in whole or in part in making, a payment by way of deposit with, or loan to, the body corporate that offers the sum.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 60
Directors

60. (1) Subject to subsection (2), a reference to a director, in relation to a body corporate, includes a reference to:
(a) a person occupying or acting in the position of director of the body, by whatever name called and whether or not validly appointed to occupy, or duly authorised to act in, the position;
(b) a person in accordance with whose directions or instructions the directors of the body are accustomed to act;
(c) in the case of a body corporate incorporated outside Australia:
(i) a member of the body's board;
(ii) a person occupying or acting in the position of member of the body's
board, by whatever name called and whether or not validly appointed to occupy, or duly authorised to act in, the position; and
(iii) a person in accordance with whose directions or instructions the
members of the body's board are accustomed to act; and
(d) in the case of a close corporation-a member of the close corporation.

(2) A person shall not be regarded as a person in accordance with whose directions or instructions:
(a) a body corporate's directors; or
(b) the members of the board of a body corporate incorporated outside Australia; are accustomed to act merely because the directors or members act on advice given by the person in the proper performance of the functions attaching to the person's professional capacity or to the person's business relationship with the directors or the members of the board, or with the body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 61
Discretionary accounts

61. A reference to operation by a futures broker on a discretionary account is a reference to dealings by the broker in futures contracts on instructions of another person that authorise the broker to deal in futures contracts without the prior approval of that other person, whether:
(a) the instructions are given by, and the money used for operating on the account is provided by, one person only; or
(b) the instructions are given by, and the money used for operating on the account is contributed as a common fund by, each of a number of persons; not being dealings on instructions that authorise dealings in futures contracts without the prior approval of that other person only as to the time when or the price at which the dealings are to be effected, or both.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 62
Dormant bodies corporate

62. (1) A body corporate is dormant throughout a particular period if, and only if, throughout that period, the body:
(a) did not receive or become entitled to any income or incur or become liable for any expenditure;
(b) did not purchase, sell or supply any goods or other property, or any services, or enter into any agreement or pass any resolution in relation to the purchase, sale or supply of goods or other property, or services;
(c) did not issue, sell, purchase or make available any securities, or enter into any agreement or pass any resolution in relation to the issue, sale, purchase or making available of securities;
(d) did not issue a prospectus or statement, or enter into any agreement or pass any resolution in relation to the issue of a prospectus or statement, in connection with the issue, sale, purchase or making available, or the proposed issue, sale, purchase or making available, of any securities;
(e) did not take part in any research, development or exploration activities, or enter into any agreement or pass any resolution in relation to taking part in research, development or exploration activities;
(f) was not, and did not become, a party to any lease, franchise, joint venture or partnership arrangement, and did not take part in any lease, franchise, joint venture or partnership arrangement, or enter into any agreement or pass any resolution in relation to becoming a party to, or taking part in, any lease, franchise, joint venture or partnership arrangement;
(g) did not make, receive or guarantee any loan, or enter into any agreement or pass any resolution in relation to making, receiving or guaranteeing a loan;
(h) was not, and did not become, a party to any underwriting agreement and did not enter into any agreement or pass any resolution in relation to becoming a party to any underwriting agreement;
(j) did not obtain or receive a grant of any licence or other authority, or make any application or pass any resolution in relation to obtaining a licence or other authority; and
(k) was not, and did not become, a party to any litigation or negotiations with any other person or body.

(2) A body corporate shall not be taken not to be dormant throughout a

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particular period merely because, during that period, the body:
(a) issues shares to a subscriber to the body's memorandum;
(b) holds shares in a body corporate that is dormant throughout that period;
(c) receives or becomes entitled to income by way of a payment of a charge imposed by the body:
(i) in connection with its performance of an obligation imposed by this
Act or the company law of a State or Territory; and
(ii) in accordance with this Act or that law, as the case may be; or
(d) incurs or becomes liable to a necessary expense in connection with doing an act or thing mentioned in paragraph (a) or (b) or performing an obligation imposed on the body, or an officer of the body, by this Act or the company law of a State or Territory.

(3) A body corporate is dormant at a particular time if, and only if, that time occurs during, or at the beginning or end of, a period throughout which the body is dormant.

(4) A body corporate becomes dormant at its incorporation if, and only if, the body is dormant throughout a period beginning at its incorporation.

(5) A body corporate becomes dormant at a particular time after its incorporation if, and only if, the body:
(a) is dormant throughout a period beginning at that time; and
(b) was dormant throughout no period ending at that time.

(6) A body corporate ceases at a particular time to be dormant if, and only if, the body:
(a) was dormant throughout a period ending at that time; and
(b) is dormant throughout no period beginning at that time.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 63
Eligible circumstances

63. An act or thing is done in eligible circumstances if, and only if, it is done:
(a) in the course of trade or commerce:
(i) between Australia and places outside Australia;
(ii) among the States;
(iii) between a State and a Territory; or
(iv) among the Territories;
(b) in the course of banking (other than State banking not extending beyond the limits of the State concerned);
(c) in the course of insurance business (other than insurance business relating to State insurance not extending beyond the limits of the State concerned); or
(d) in a Territory.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 64
Entering into a transaction in relation to shares or securities

64. A reference in section 51 or Chapter 6 to entering into a transaction in relation to shares or securities includes a reference to:
(a) entering into, or becoming a party to, a relevant agreement in relation to the shares or securities; and
(b) exercising an option to have the shares or securities allotted.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 65
Excluded corporations

65. (1) An excluded corporation is:
(a) a corpoi ation that is declared by the Commission, by notice published in the Gazette, to be an authorised dealer in the short term money market;
(b) a corporation that:
(i) is a pastoral company in respect of which an exemption
granted under section 11 of the Banking Act 1959 is in force;
(ii) is registered under the Life Insurance Act 1945 or is a
corporation the whole of the issued shares in which are held beneficially by a body corporate so registered; or
(iii) is an Australian bank, or a subsidiary of an Australian bank
or of a pastoral company referred to in subparagraph (i), if the repayment of all existing and future deposits with and loans to the subsidiary are guaranteed by the Australian bank or pastoral company; and is declared by the Commission by notice published in the Gazette to be an excluded corporation for the purposes of Chapter 7; or
(c) a corporation that is declared by the regulations to be an excluded corporation, or a corporation that is included in a class of corporations that are declared by the regulations to be excluded corporations, for the purposes of Chapter 7.

(2) The Commission may, by notice published in the Gazette, vary or revoke a declaration made under paragraph (1) (a).

(3) The Commission may, by notice published in the Gazette:
(a) specify terms and conditions subject to which section 1017 has
(b)vary or revoke any declaration or specification made under paragraph (1) (b) or under this subsection.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 66
Excluded issues, offers and invitations

66. (1) In this section:
"class", in paragraphs (2) (d) and (3) (d), has a meaning affected by
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subsections (4) and (5);
"listed corporation" means a corporation that is included in an official list of a stock exchange within the meaning of Chapter 7;
"prospectus" means a prospectus:
(a) that was lodged under Part 7.12 or a corresponding law; and
(b) if that Part or law, as the case may be, required the
prospectus, or a copy of it, to be registered under that Part or law-that, or a copy of which, as the case may be, was so registered.

(2) An issue or allotment of securities is an excluded issue if, and only if:
(a) the amount subscribed for the securities by each person to whom the securities are issued or allotted is at least $500,000;
(b) the securities are issued or allotted to an underwriter under an underwriting agreement;
(c) no consideration is paid or provided in respect of the issue or allotment;
(d) except in the case of prescribed interests or units of prescribed interests-both of the following subparagraphs apply:
(i) the securities are issued or allotted to a person as a result of
the acceptance of:
(A) an offer made personally to that person; or
(B) an offer made by that person pursuant to an invitation
issued personally to that person;
(ii) either:
(A) no other securities of the same class are issued or
allotted at the same time, or have been issued or allotted in the preceding 12 months, to any other person; or
(B) that person, and any other person or persons to whom
securities of the same class are issued or allotted at the same time or have been issued or allotted in the preceding 12 months, do not together exceed 20 in number;
(e) the securities are issued or allotted to:
(i) an executive officer of the corporation by which the securitie s
are issued or allotted or of a related body corporate;
(ii) a person (in this paragraph called a "close relative") who is
the spouse, or is a parent, brother, sister or child, of such an executive officer; or
(iii) a body corporate in which such an executive officer or a
close relative of such an executive officer has, or any 2 or more of such an executive officer and the close relatives of that executive officer together have, a controlling interest (including any interest that gives control);
(f) the securities are issued or allotted by a listed corporation pursuant to the exercise of an option, being an exercise effected by the execution of a form of a kind that had been attached to, or to copies of, a prospectus issued in relation to the option;
(g) in the case of an issue or allotment of shares in a corporation:
(i) the shares (in this subparagraph called "new shares") are
issued or allotted to the holders of other shares (in this subparagraph called "existing shares") in that corporation:
(A) in connection with a proposal referred to in section
507 that relates to shares in that corporation; or
(B) in satisfaction in whole or in part of dividends payable
by that corporation to the holders of existing shares where those holders exercised the right to have the dividends so satisfied by the issue and allotment of new shares, or acquired that right, by the execution of a form of a kind that had been attached to, or to copies of, a prospectus issued in relation to the existing shares; or
(ii) the corporation is a listed corporation and the shares are
issued or allotted under a provision contained in a convertible note, whether the note was issued by that corporation or by another body corporate;
(h) in the case of an issue of debentures (other than convertible notes) of a corporation-it is made to existing holders of debentures (other than convertible notes) of the corporation;
(j) in the case of an issue of convertible notes by a corporation-it is made to existing holders of convertible notes issued by the corporation;
(k) the securities are debentures of an excluded corporation;
(m) in the case of an issue of prescribed interests (in this paragraph called "new interests") to which an approved deed relates:
(i) it is made to existing holders of prescribed interests (in this
paragraph called "existing interests") to which the same approved deed relates:
(A) in satisfaction in whole or in part of amounts payable
to those holders in respect of their existing interests, whether the existing interests are of the same class as, or are of a different class from, the new interests; or
(B) in exchange for existing interests of a different class
form the new interests; and
(ii) each person to whom a new interest is issued exercised the
right to have that interest issued, or acquired that right, by the execution of a form of a kind that had been attached to, or to copies of, a prospectus

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issued in relation to the existing interests; or
(n) the issue or allotment of the securities is, or is of a kind that is, declared by the regulations to be an excluded issue.

(3) An offer or invitation in relation to securities is an excluded offer or an excluded invitation, as the case may be, if, and only if:
(a) it is an offer for subscription of, or an invitation to subscribe, at least $500,000 by each person to whom the offer is made or the invitation is issued;
(b) it is an offer or invitation to enter into an underwriting agreement or is made or issed to an underwriter under such an agreement;
(c) no consideration is paid or provided in respect of the contract resulting from acceptance of the offer or from acceptance of an offer made pursuant to the invitation;
(d) except in the case of prescribed interests or units of prescribed interests-it is made or issued personally to a person and:
(i) no offer or invitation in relation to securities of the same
class is made or issued at the same time, or has been made or issued in the preceding 12 months, to any other person;
(ii) that person, and any other person or persons to whom offers
or invitations in relation to securities of the same class are issued or made at the same time or have been issued or made in the preceding 12 months, do not together exceed 20 in number;
(e) it is made or issued to:
(i) an executive officer of the corporation to securities of which
the offer or invitation relates or of a related body corporate;
(ii) a person (in this paragraph called a "close relative") who is
the spouse, or is a parent, brother, sister or child, of such an executive officer; or
(iii) a body corporate in which such an executive officer or a
close relative of such an executive officer has, or any 2 or more of such an executive officer and the close relatives of that executive officer together have, a controlling interest (including any interest that gives control);
(f) in the case of an offer or invitation in relation to shares in a corporation it is made or issued to the holders of other shares in that corporation in connection with a proposal referred to in section 507 that relates to shares in that corporation;
(g) in the case of debentures (other than convertible notes) of a corporation-it is made or issued to existing holders of debentures (other than convertible notes) of the corporation;
(h) in the case of convertible notes issued, or to be issued, by a corporation-it is made or issued to existing holders of convertible notes issued by the corporation;
(j) the securities are debentures of an excluded corporation;
(k) it is an offer or invitation that is, or is of a kind that is, declared by the regulations to be an excluded offer or excluded invitation, as the case may be.

(4) For the purposes of paragraphs (2) (d) and (3) (d):
(a) a share in a corporation is of the same class of securities as any
other share in the corporation; and
(b) a debenture of a corporation is of the same class of securities as
any other debenture of the corporation.
(5) For the purposes of subsection (4):
(a) a unit of a share in a corporation shall be taken to be a share in the corporation; and
(b) a convertible note issued, or to be issued, by a corporation, or a it of such a convertible note, shall be taken to be both a share in, and a debenture of, the corporation.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 67
Exempt brokers and exempt futures advisers

67. (1) A body corporate is both an exempt broker and an exempt futures adviser if it is:
(a) a prescribed body corporate; or
(b) an exempt public authority in relation to which a declaration is in force under subsection (2).

(2) The Minister may by writing declare that paragraph (1) (b) applies in relation to specified bodies corporate.

(3) The Commission shall cause a copy of an instrument executed under subsection (2) to be published in the Gazette.

(4) Subject to this section, a person is an exempt broker or an exempt futures adviser if the person is a futures broker or futures adviser, as the case may be, but does not carry on a futures broking business or a futures advice business, as the case may be, except:
(a) as a receiver, or receiver and manager, appointed by a court, of property of a corporation;
(b) as a liquidator, appointed by a court, of a corporation;
(c) as a person appointed by a court to carry on the business concerned, being a business that, at the time of the appointment, a corporation was carrying on, whether alone or not;
(d) as a receiver, or receiver and manager, appointed otherwise than by a court, of property of a corporation;

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(e) as a liquidator, appointed otherwise than by a court, of a corporation;
(f) as an official manager or deputy official manager of a corporation;
(g) as a trustee or other person administering a compromise or arrangement between a corporation and any other person or persons; or
(h) in such other capacity, or in such other circumstances, as are prescribed.

(5) A person who carries on a futures broking business or futures advice business in a capacity referred to in any of paragraphs (4) (d) to (g), inclusive, shall be deemed for the purposes of subsection (4) to carry on the business otherwise than in that capacity unless there is in force under subsection (6) an approval of the person carrying on the business in that capacity.

(6) The Commission may, on application by a person and after having regard to:
(a) the prescribed matters (if any); and
(b) such matters as it thinks appropriate; by writing approve of the person carrying on a specified futures broking business or futures advice business in a specified capacity, being a capacity referred to in any of paragraphs (4) (d) to (g), inclusive.
(7) A person is not an exempt broker or an exempt futures adviser except as provided by this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 68
Exempt dealers and exempt investment advisers

68. (1) A person is both an exempt dealer and an exempt investment adviser if the person is:
(a) an eligible money market dealer; or
(b) an exempt public authority.

(2) Subject to this section, a person is an exempt dealer or an exempt investment adviser if the person is a dealer or investment adviser, as the case may be, but does not carry on a securities business or an investment advice business, as the case may be, except:
(a) as an official receiver or trustee within the meaning of the Bankruptcy Act 1966;
(b) as a receiver, receiver and manager, or liquidator, appointed by a court;
(c) as a person appointed by a court to carry on the business concerned;
(d) by virtue of the person's powers, as Public Trustee, under a
prescribed law of a State or Territory;
(e) as a receiver, receiver and manager, or liquidator, appointed
otherwise than by a court;
(f) as an official manager or deputy official manager of a body corporate;
(g) as a trustee or other person administering a compromise or arrangement between a body corporate and any other person or persons;
(h) as a personal representative of a dead dealer or investment adviser, as the case may be; or
(j) in such other capacity, or in such other circumstances, as are prescribed.

(3) A body corporate that carries on, or holds itself out as carrying on, a business of dealing in debentures of that body is an exempt dealer if it neither carries on, nor holds itself out as carrying on, a business of dealing in any other securities.

(4) A person who carries on a securities business or investment advice business in a capacity referred to in any of paragraphs (2) (e) to (h), inclusive, shall be deemed for the purposes of subsection (2) to carry on the business otherwise than in that capacity unless there is in force under subsection (5) an approval of the person carrying on the business in that capacity.

(5) The Commission may, on application by a person and after having regard to:
(a) the prescribed matters (if any); and
(b) such matters as it thinks appropriate; by writing approve of the person carrying on a specified securities business or investment advice business in a specified capacity, being a capacity referred to in any of paragraphs (2) (e) to (h), inclusive.

(6) A person who carries on a securities business or investment advice business as a personal representative of a dead dealer or investment adviser, as the case may be, shall be deemed for the purposes of subsection (2) to stop carrying on that business as such a personal representative:
(a) at the end of 6 months after the death of the dealer or investment adviser;
(b) on being discharged or removed as a personal representative of the dealer or investment adviser; or
(c) on the final distribution of the estate of the dealer or investment adviser; whichever happens first.

(7) A person is not an exempt dealer or an exempt investment adviser except as provided by this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 69
Exempt proprietary companies

69. (1) An exempt proprietary company is a proprietary company no member of which is, and no share in which is owned by, a non-exempt person.
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(2) An exempt proprietary company of a State or Territory is a proprietary company of the State or Territory no member of which is, and no share in which is owned by, a non-exempt person.
(3) For the purposes of this ection, a non-exempt person is:
(a) a body corporate other than:
(i) a company;
(ii) a company of a State or Territory; or
(iii) an exempt foreign company;
(b) a public company;
(c) a public company of a State or Territory;
(d) a private company a share in which is owned by a private company a share in which is owned by a private company a share in which is owned by a person other than a natural person; or
(e) a private company (other than an exempt foreign company) a share in which is owned by a body corporate that is a non-exempt person by virtue of any other application or applications of this subsection.
(4) For the purposes of subsection (3), a private company is:
(a) a proprietary company;
(b) a proprietary company of a State or Territory; or
(c) an exempt foreign company.
(5) For the purposes of subsections (3) and (4), a company is neither a public company nor a proprietary company if a licence is in force in respect of it under section 383.
(6) For the purposes of subsections (3) and (4), a company of a State or Territory is neither a public company, nor a proprietary company, of that State or Territory if a licence is in force in respect of it under a law corresponding to section 383.
(7) For the purposes of this section, a person owns a share if, and only if:
(a) the person holds, directly or indirectly, a beneficial interest in the share;
(b) the person, either alone or together with another person or other persons, is entitled (otherwise than as trustee for, on behalf of, or on account of, another person) to receive, directly or indirectly, any dividends in respect of the share or to exercise, or to control the exercise of, any rights attaching to the share; or
(c) the person is a body corporate and owns a share in a body corporate that owns, or a subsidiary of which owns, the first-mentioned share.
(8) Nothing in subsection (7) limits the generality of anything else in
that subsection.
(9) A reference in paragraph (7) (c) to a person owning a share is a
reference to the person owning the share by virtue of any other application on applications of subsection (7).

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 70
Extension of period for doing an act

70. Where this Act confers power to extend the period for doing an act, an application for the exercise of the power may be made, and the power may be exercised, even if the period, or the period as last extended, as the case requires, has ended.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 71
Futures advice business and eligible futures advice business

71. (1) A reference to a futures advice business, in relation to a person, is a reference to:
(a) a business of advising other persons about futures contracts; or
(b) a business in the course of which the person publishes futures reports.

(2) A reference to an eligible futures advice business, in relation to a person, is a reference to:
(a) a business of advising corporations about futures contracts;
(b) a business in the course of which the person gives futures reports to corporations;
(c) a business of advising other persons, in eligible circumstances, about futures contracts; or
(d) a business in the course of which the person publishes futures reports in eligible circumstances.

(3) The remaining provisions of this section apply for the purposes of determining:
(a) whether or not a person carries on a futures advice business or eligible futures advice business;
(b) what constitutes a futures advice business or eligible futures advice business carried on by a person; and
(c) whether or not a person holds himself, herself or itself out to be a futures adviser.

(4) If the person is a solicitor or accountant in public practice as such, an act that the person does shall be disregarded if it is merely incidental to the practice of his or her profession.

(5) The fact that the person advises other persons about futures contracts, or publishes futures reports, in some or all of the following circumstances shall be disregarded:
(a) in a newspaper or periodical:
(i) of which the person is the proprietor or publisher; and

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(ii) that is generally available to the public otherwise than only
on subscription;
(b) in the course of, or by means of, transmissions that:
(i) the person makes by means of an information service; or
(ii) are made by means of an information service that the person
owns, operates or makes available; and are generally available to the public;
(c) in sound recordings, video recordings, or data recordings, that the person makes generally available to the public in either or both of the following ways:
(i) by supplying copies of them to the public;
(ii) by causing the sound recordings to be heard by, the video
recordings to be seen and heard by, or the contents of the data recordings to be displayed or reproduced for, the public, as the case may be.
(6) Subsection (5) does not apply in relation to a newspaper or periodical, or transmissions, sound recordings, video recordings or data recordings, whose sole or principal purpose is to advise other persons about futures contracts or to publish futures reports.
(7) The fact that the person holds himself, herself or itself out as
advising other persons, or publishing futures reports, as mentioned in 15 subsection (5) shall be disregarded.
(8) An act that the person does:
(a) while employed by, or acting for or by arrangement with, another person;
(b) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the other person; and
(c) in connection with a futures advice business carried on by the other
person;
shall be disregarded.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 72
Futures contract

72. (1) A futures contract is:
(a) a Chapter 8 agreement that is, or has at any time been, an eligible commodity agreement or adjustment agreement;
(b) a futures option; or
(c) an eligible exchange-traded option; other than:
(d) a Chapter 8 agreement:
(i) that is:
(A) a currency swap;
(B) an interest rate swap;
(C) a forward exchange rate contract; or
(D) a forward interest rate contract; and
(ii) to which an Australian bank, or a merchant bank as defined
by subsection (4), is a party; or
(e) a Chapter 8 agreement that, when entered into, is in a class of agreements prescribed for the purposes of this paragraph.

(2) Where a Chapter 8 agreement that was not a futures contract when it was entered into becomes a futures contract at a later time:
(a) the parties to the Chapter 8 agreement shall be deemed to enter into a futures contract at the later time; and
(b) the Chapter 8 agreement shall be deemed to constitute the futures contract referred to in paragraph (a).
(3) Nothing in this Act limits the manner in which a class of futures contracts may be determined and such a class may be determined according to any criteria relevant to futures contracts.
(4) For the purposes of subparagraph (I) (d) (ii), a body corporate is a merchant bank at a particular time if, and only if, it is at that time a registered corporation in:
(a) the category for authorised money market dealers or, if there is at that time no such category, a prescribed category; or
(b) the category for money market corporations or, if there is at that time no such category, a prescribed category.
(5) An expression has the same meaning in subsection (4) as in the
Financial Corporations Act 1974.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 73
Futures representatives

73. (1) Subject to subsection (2), a person is a futures representative of another person if, and only if, the first-mentioned person is employed by, or acts for or by arrangement with, the other person in connection with:
(a) if at least one of those persons is a corporation-a futures broking business or futures advice business; or
(b) in any other case, but without prejudice to the effect of this subsection by virtue of paragraph (a) -an eligible futures broking business or eligible futures advice business;
carried on by the other person.
(2) Except for the purposes of paragraph 87 (1) (b):
(a) a person who holds a proper authority from a futures licensee is a futures representative of the licensee; and
(b) a person who holds an invalid futures authority from another person is a futures representative of the other person.
(3) Subject to subsection (4), a person does an act, or engages in
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conduct, as a futures representative of another person if, and only if, the first-mentioned person does the act, or engages in the conduct:
(a) in connection with:
(i) if at least one of those persons is a corporation-a futures
broking business or futures advice business; or
(ii) in any other case, but without prejudice to the effect of this
subsection by vitrue of subparagraph (i)-an eligible futures broking business or eligible futures advice business; carried on by the other person;
(b) while the first-mentioned person is a futures representative of the other person;
(c) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the other person; and
(d) otherwise than in the course of work of a kind ordinarily done by accountants, clerks or cashiers.
(4) Except for the purposes of Division 4 of Part 8.3, a person who holds himself, herself or itself out to be a futures representative of another person does an act as a futures representative of the other person.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 74
Group holding companies

74. A company is a group holding company at the end of a financial year if, and only if, at the end of the financial year:
(a) the company is a holding company of a body corporate; and
(b) there is no company of which the company is a wholly-owned subsidiary.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 75
Inclusion in official list

75. A reference to a body corporate or other person included in an official list of a body corporate is a reference to:
(a) a body corporate or other person whose name is included in that official list; or
(b) a body corporate or other person whose name has been changed but whose previous name was included in that official list immediately before the change and is still so included.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 76
Incorporated in Australia

76. (1) A body corporate that is a company, or is incorporated by or under a law of the Commonwealth, is incorporated in Australia.

(2) A body corporate incorporated in, or by or under a law of, a State or Territory is incorporated in Australia.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 77
Investment advice business and eligible investment advice business

77. (1) A reference to an investment advice business, in relation to a
person, is a reference to:
(a) a business of advising other persons about securities; or
(b) a business in the course of which the person publishes securities reports.

(2) A reference to an eligible investment advice business, in relation to
a person, is a reference to:
(a) a business of advising other persons about eligible securities;
(b) a business in the course of which the person publishes securities
reports about eligible securities
(c) a business of advising corporations about securities;
(d) a business in the course of which the person gives securities reports
to corporations;
(e) a business of advising other persons, in eligible circumstances, about
securities; or
(f) a business in the course of which the person publishes securities reports in eligible circumstances.
(3) The remaining provisions of this section apply for the purposes of determining:
(a) whether or not a person carries on an investment advice business or eligible investment advice business;
(b) what constitutes an investment advice business or eligible investment advice business carried on by a person; and
(c) whether or not a person holds himself, herself or itself out to be an investment adviser.
(4) If the person is a body corporate authorised by a law of a State or Territory to take in its own name a grant of probate of the will, or a grant of letters of administration of the estate, of a dead person, an act done by the first-mentioned person shall be disregarded.
(5) If the person is a solicitor or accountant in public practice as such, an act that the person does shall be disregarded if it is merely incidental to the practice of his or her profession.
(6) The fact that the person advises other persons about securities, or publishes securities reports, in some or all of the following circumstances shall be disregarded:
(a) in a newspaper or periodical:
(i) of which the person is the proprietor or publisher; and
(ii) that is generally available to the public otherwise than only
on subscription;

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(b) in the course of, or by means of, transmissions that:
(i) the person makes by means of an information service; or
(ii) are made by means of an information service that the person
owns, operates or makes available; and are generally available to the public;
(c) in sound recordings, video recordings, or data recordings, that the person makes generally available to the public in either or both of the following ways:
(i) by supplying copies of them to the public; or
(ii) by causing the sound recordings to be heard by, the video
recordings to be seen and heard by, or the contents of the data recordings to be displayed or reproduced for, the public, as the case may be.
(7) Subsection (6) does not apply in relation to a newspaper or periodical, or transmissions, sound recordings, video recordings or data recordings, as the case may be, whose sole or principal purpose is to advise other persons about securities or to publish securities reports.

(8) The fact that the person holds himself, herself or itself out as advising other persons, or publishing securities reports, as mentioned in subsection (6) shall be disregarded.

(9) An act that the person does:
(a) while employed by, or acting for or by arrangement with, another person;
(b) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the other person; and
(c) in connection with an investment advice business carried on by the other person; shall be disregarded.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 78
Invitations, offers and forms of application

78. (1) A reference to an invitation to do any act or thing includes a reference to an invitation to make an offer to do that act or thing.

(2) An invitation to deposit money with, or lend money to, a body corporate constitutes an invitation to subscribe for or buy debentures of the body.

(3) An offer to accept money that is deposited with, or lent to, a body corporate constitutes an offer of debentures of the body for subscription or purchase.

(4) An acceptance by a body corporate of money deposited with, or lent to, the body constitutes the issue by the body of debentures of the body.

(5) A form to accompany a deposit of money with, or a loan of money to, a body corporate, or a body corporate that is proposed to be formed, constitutes a form of application for the issue of securities of the body or proposed body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 79
Involvement in contraventions

79. A person is involved in a contravention if, and only if, the person:
(a) has aided, abetted, counselled or procured the contravention;
(b) has induced, whether by threats or promises or otherwise, the contravention;
(c) has been in any way, by act or omission, directly or indirectly, knowingly concerned in, or party to, the contravention; or
(d) has conspired with others to effect the contravention.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 80
Jervis Bay Territory deemed part of Australian Capital Territory

80. The Jervis Bay Territory and the Australian Capital Territory constitute a single Territory.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 81
New companies

81. (1) A company incorporated under Division 1 of Part 2.2 is a new company from its incorporation until the end of:
(a) if the statement that was lodged for the purposes of section 153 and relates to the company states as mentioned in subsection 153 (3) or (4)-3 months beginning on the day:
(i) if the statement also states as mentioned in subsection 153 (2)
and the company becomes dormant at its incorporation-when the company first ceases to be dormant; or
(ii) otherwise-of the company's incorporation;
(b) if the statement states as mentioned in subsection 153 (5) and the company lodges a statement in accordance with section 155:
(i) if the last-mentioned statement states to the effect that the
company intends as mentioned in subsection 155 (4) or (5)- 3 months beginning on the day specified under paragraph 155(3) (c);or
(ii) otherwise-the day on which the last-mentioned statement is
lodged;
(c) if the first-mentioned statement states as mentioned in subsection 153 (5) and the company contravenes section 155-the period within which the company is required to comply with that section; or
(d) otherwise-the day of the company's incorporation.
(2) A body corporate that is registered under Division 2 or 3 of Part 2.2 is a new company from the start of the body's registration day until the end of:
(a) if the statement that was lodged for the purposes of section 154
and relates to the body states as mentioned in subsection 154(2),

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(3), (5) or (6)-3 months beginning:
(i) if the statement also states as mentioned in subsection 154 (4)
and the body is dormant at the start of its registration day-on the day when the body first ceases to be dormant after that day; or
(ii) otherwise-on the body's registration day;
(b) if the statement states as mentioned in subsection 154 (7) and the body lodges a statement in accordance with section 155:
(i) if the last-mentioned statement states to the effect that the
body intends as mentioned in subsection 155 (4) or (5) -3 months beginning on the day specified under paragraph 155 (3) (c); or
(ii) otherwise-the day on which the last-mentioned statement is
lodged;
(c) if the first-mentioned statement states as mentioned in subsection 154 (7) and the body contravenes section 155-the period within which the body is required to comply with that section; or
(d) otherwise-the body's registration day.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 82
Offers and invitations to the public

82. A reference in this Act to, or to the making of, an offer to the public or to, or to the issuing of, an invitation to the public shall, unless th contrary intention appears, be construed as including a reference to, or to the making of, an offer to any section of the public or to, or to the issuing of, an invitation to any section of the public, as the case may be, whether selected as clients of the person making the offer or issuing the invitation or in any other manner and notwithstanding that the offer is capable of acceptance only by each person to whom it is made or that an offer or application may be made pursuant to the invitation only by a person to whom the invitation is issued, but a bona fide offer or invitation shall not be taken to be an offer or invitation to the public if it:
(a) is an offer or invitation to enter into an underwriting agreement;
(b) is made or issued to a person whose ordinary business is to buy or sell shares, debentures or prescribed interests, whether as principal or agent;
(c) is made or issued to existing members or debenture holders of a corporation and relates to shares in, or debentures of, that corporation; or
(d) is made or issued to existing members of a company in connection with a proposal referred to in section 507 and relates to shares in that company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 83
Officers, and other persons, in default

83. (1) A reference, in relation to a contravention, to an officer of a body corporate, or to a person, who is in default is a reference to an officer of the body (including a person who later ceases to be such an officer), or to a person, as the case may be, who is involved in the contravention.
(2) A secretary of a body corporate shall, unless the contrary is proved, be deemed to be knowingly concerned in and party to a contravention by the body of:
(a) a provision of section 217; or
(b) a provision of section 242 or 335 requiring the lodgment of a document.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 84
Own account dealings and transactions: securities

84. A person deals in, or enters into a transaction of sale or purchase of, securities on the person's own account if, and only if, the person deals in the securities, or enters into the transaction, as principal or on behalf of: (a) in any case-an associate of the person;
(b) in any case a body corporate in which the person has a controlling interest; or
(c) if the person carries on a securities business in partnership a body corporate in which the person's interest and the interests of the other partners together constitute a controlling interest.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 85
Participation interests

85. A regulation made for the purposes of subparagraph (g) (ii) of the definition of "participation interest" in section 9 does not apply to an agreement or a class of agreements relating to a partnership:
(a) being a partnership for the carrying on of a profession or trade where a person carrying on that profession or trade is required by an Australian law to be registered, licensed or otherwise authorised in order to do so; and
(b) the business of which does not include any business other than the business of a partnership referred to in paragraph (a).

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 86
Possession

86. A thing that is in a person's custody or under a person's control is in the person's possession.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 87
Proper authority from futures licensee; invalid futures authority

87. (1) A reference, in relation to a person (in this subsection called the "representative"), to a proper authority from a futures licensee (in this subsection called the "principal") is a reference to a copy of the licence on which have been endorsed:
(a) a statement:
(i) certifying the copy to be a true copy of the licence;

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(ii)stating that the representative is employed by, or acts for or
by arrangement with, the principal; and
(iii) signed by the principal; and
(b) in relation to each futures licensee (if any), other than the principal, of whom the representative is a futures representative, a statement that:
(i) sets out the name of the licensee;
(ii)states that the representative is employed by, or acts for or
by arrangement with, the licensee;
(iii) states that the licensee consents to the representative being
employed by, or acting for or by arrangement with, the principal; and
(iv) is signed by the licensee.
(2) A reference, in relation to a person (in this subsection called the "representative"), to an invalid futures authority from a person (in this subsection called the "principal") is a reference to a document:
(a) on which is endorsed a statement:
(i) stating that the representative is employed by, or acts for or
by arrangement with, the principal; and
(ii) signed by the principal; and
(b) that purports to be a copy of a futures licence and to be a proper authority of the representative from the principal, but is not in fact such a proper authority; whether or not:
(c) the principal is, or has ever been, a futures licensee; or
(d) the document is in fact a copy of a futures licence that exists or has ever existed.
(3) For the purposes of this section, a statement is signed by a person if, and only if, it is signed:
(a) if the person is a natural person-by the person; or
(b) if the person is a body corporate:
(i) by a director or secretary; or
(ii) by an executive officer who is authorised to sign the statement.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 88
Proper authority from securities licensee; invalid securities authority

88. (1) A reference, in relation to a person (in this subsection called the "representative"), to a proper authority from a securities licensee (in this subsection called the "principal") is a reference to a copy of the licence on which are endorsed:
(a) a statement:
(i) certifying the copy to be a true copy of the licence;
(ii) stating that the representative is employed by, or acts for or
by arrangement with, the principal; and
(iii) signed by the principal; and
(b) in relation to each licensee (if any), other than the principal, of whom the representative is a securities representative, a statement that:
(i) sets out the name of the licensee;
(ii) states that the representative is employed by, or acts for or
by arrangement with, the licensee;
(iii)states that the licensee consents to the representative being
employed by, or acting for or by arrangement with, the principal; and
(iv) is signed by the licensee.
(2) A reference, in relation to a person (in this subsection called the "representative"), to an invalid securities authority from a person (in this subsection called the "principal") is a reference to a document:
(a) on which is endorsed a statement:
(i) stating that the representative is employed by, or acts for or
by arrangement with, the principal; and
(ii) signed by the principal; and
(b) that purports to be a copy of a securities licence and to be a proper authority of the representative from the principal, but is not in fact such a proper authority; whether or not:
(c) the principal is, or has ever been, a securities licensee; or
(d) the document is in fact a copy of a securities licence that exists or has ever existed.

(3) For the purposes of this section, a statement is signed by a person if, and only if, it is signed:
(a) if the person is a natural person by the person; or
(b) if the person is a body corporate:
(i) by a director or secretary; or
(ii) by an executive officer who is authorised to sign the statement.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 89
Qualified privilege

89. (1) Where this Act provides that a person has qualified privilege in respect of an act, matter or thing, the person:
(a) has qualified privilege in proceedings for defamation; or
(b) is not, in the absence of malice on the person's part, liable to an action for defamation at the suit of a person; as the case requires, in respect of that act, matter or thing.

(2) In subsection (1):
"malice" includes ill will to the person concerned or any other improper motive.

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(3) Neither this section nor a provision of this Act that provides as mentioned in subsection (1) limits or affects any right, privilege or immunity that a person has, apart from this section or such a provision, as defendant in proceedings, or an action, for defamation.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 90
Receivers and managers

90. A receiver of property of a body corporate is also a manager if the receiver manages, or has under the terms of the receiver's appointment power to manage, affairs of the body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 91
Being or becoming subject to a prohibition, order or notice under section
229, 230, 599 or 600

91. (1) For the purposes of this Act, a person shall be taken to be or become subject to a section 229 prohibition if, and only if, the person is or becomes, as the case may be, by virtue of section 229 or a corresponding law, prohibited as mentioned in that section or corresponding law.

(2) For the purposes of this Act, a person shall be taken to be or become subject to a section 230 order if, and only if, an order relating to the person is in force, or is made, as the case may be, under section 230 or a corresponding law, and a reference in this Act to a section 230 order is a reference to an order so made.
(3) For the purposes of this Act, a person shall be taken to be or become subject to a section 599 order if, and only if, an order relating to the person is in force, or is made, as the case may be, under section 599 or a corresponding law, and a reference in this Act to a section 599 order is a reference to an order so made.
(4) For the purposes of this Act, a person shall be taken to be or become subject to a section 600 notice if, and only if, a notice relating to the person is in force, or is served, as the case may be, under section 600 or a corresponding law, and a reference in this Act to a section 600 notice is a reference to a notice so served.
(5) For the purposes of this section, an order or notice that prohibits a person for a specified period from engaging in particular conduct shall, unless sooner revoked, be taken to cease to be in force at the end of that period.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 92
Securities

92. (1) Subject to this section, "securities" means:
(a) debentures, stocks or bonds issued or proposed to be issued by a government or an authority of a government;
(b) shares in, debentures of, or prescribed interests made available by, a body corporate;
(c) units of shares in, or of prescribed interests made available by, a body corporate; or
(d) an option contract within the meaning of Chapter 7; but does not include a futures contract or an excluded security.
(2) Subject to subsection (3), "securities", where that expression is used in relation to a body corporate, means:
(a) shares in the body;
(b) debentures of the body;
(c) prescribed interests made available by the body; or
(d) units of such shares or prescribed interests; but does not include a futures contract or an excluded security.
(3) In a provision of this Act:
(a) a reference to securities of a body corporate in a context that excludes a corporation includes a reference to securities issued by:
(i) a government other than:
(A) the Commonwealth;
(B) the Government of a Territory; or
(C) the Government of a foreign country;
(ii) an authority of a government other than an authority of a
government excluded from subparagraph (i); or
(iii) an unincorporated body or other person not excluded from
subparagraph (i) or (ii);
(b) a reference to securities of a corporation includes a reference to securities issued by the Commonwealth, an authority of the Commonwealth, the Government of a Territory or of a foreign country or an authority of such a Government; and
(c) a reference to securities of a body corporate in a context that includes a corporation includes a reference to securities issued by a government, authority of a government, unincorporated body or other person; and an express mention of a related body corporate in such a reference does not of itself show an intention to exclude the application of this section in so far as it is capable of applying in relation to the reference.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 93
Securities business and eligible securities business

93. (1) A securities business is a business of dealing in securities.
(2) An eligible securities business is:
(a) a business of dealing in eligible securities;
(b) a business of dealing in securities on behalf of corporations; or

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(c) a business of dealing in securities in eligible circumstances.
(3) Subsections (5), (6) and (7) apply for the purposes of determining:
(a) whether or not a person carries on, or holds himself, herself or itself out as carrying on, a securities business or eligible securities business; and
(b) what constitutes such a business carried on by a person.
(4) Subsection (7) also applies for the purposes of determining whether or not a person deals in securities.
(5) An act done on behalf of the person by the holder of a dealers licence or an exempt dealer shall be disregarded.
(6) An act that the person does:
(a) while employed by, or acting for or by arrangement with, a dealer;
(b) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the dealer; and
(c) in connection with a securities business carried on by the dealer; all be disregarded.
(7) An act or acts done by the person that constitutes or together constitute a dealing by the person in a futures contract shall be disregarded.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 94
Securities representatives

94. (1) Subject to subsection (2), a person is a securities representative of another person if, and only if, the first-mentioned person is employed by, or acts for or by arrangement with, the other person in connection with:
(a) if at least one of those persons is a corporation-a securities business or investment advice business; or
(b) in any other case, but without prejudice to the effect of this subsection by virtue of paragraph (a)-an eligible securities business or eligible investment advice business; carried on by the other person.
(2) Except for the purposes of paragraph 88 (1) (b):
(a) a person who holds a proper authority from a securities licensee is a securities representative of the licensee; and
(b) a person who holds an invalid securities authority from another person is a securities representative of the other person.
(3) Subject to subsection (4), a person does an act, or engages in conduct, as a securities representative of another person if, and only if, the first-mentioned person does the act, or engages in the conduct:
(a) in connection with:
(i) if at least one of those persons is a corporation-a securities
business or investment advice business; or
(ii) in any other case, but without prejudice to the effect of this subsection by virtue of subparagraph (i) an eligible securities business or eligible investment advice business; carried on by the other person;
(b) while the first-mentioned person is a securities representative of the other person;
(c) as employee or agent of, or otherwise on behalf of, on account of, or for the benefit of, the other person; and
(d) otherwise than in the course of work of a kind ordinarily done by accountants, clerks or cashiers.
(4) Except for the purposes of Division 4 of Part 7.3, a person who holds himself, herself or itself out to be a securities representative of another person does an act as a securities representative of the other person.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 95
Signing of certain documents by bodies corporate

95. Where a body corporate's common or official seal is affixed in accordance with the body's constitution to a memorandum, articles or a statement, then:
(a) for the purposes of subsections 117(1) and (3), subsections 125 (1) and (4), or subsections 153(1) and (7), as the case may be, the body shall be deemed to have signed the memorandum, articles or statement; and
(b) in the case of a memorandum or articles-subsection 117(2) or 125(2), as the case may be, does not require a witness to the affixing of the seal.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 96
Statement in a prospectus

96. A statement shall be deemed to be in a prospectus if it is contained in a report or memorandum that appears on the face of, or is issued with, the prospectus, or is incorporated by reference in the prospectus, whether the reference occurs in the prospectus or in any other document.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 97
Stock market not to include futures market

97. In determining whether a market, exchange, place or facility is a stock market, regard shall not be had to the making at that market, exchange or other place, or by means of that facility, as the case may be, of futures contracts.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 98
Transfer days for bodies corporate

98. (1) The Minister may, by notice published in the Gazette, declare as the transfer day for specified bodies corporate a specified day that is a least 2 months after the latest of the following:
(a) the day on which the notice is so published;
(b) if the bodies are or include companies of a State or Territory the day
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of commencement of Division 2 of Part 2.2;
(c) if the bodies are or include registrable Australian corporations the day of commencement of Division 1 of Part 4.1;
(d) if the bodies are or include foreign companies-the day of commencement of Division 2 of Part 4.1.
(2) The Commission may by writing declare a specified day as the transfer day for specified bodies corporate to which a declaration in force under subsection (1) relates.
(3) A declaration that is in force under subsection (1) or (2) and
specifies bodies corporate by reference to their being of a particular kind or in a particular class relates to a body of that kind or in that class even if the body did not exist when the declaration was made.
(4) The transfer day for a body corporate is:
(a) if only one declaration relating to the body is in force under subsection (1)-the day specified in that declaration; or
(b) if 2 or more such declarations are in force-the earliest day specified
in any of those declarations; or, if a later day is specified in a declaration, or in each of 2 or more declarations, relating to the body and in force under subsection (2), that later day, or the later or latest day specified in any of the last-mentioned declarations, as the case may be.
(5) As soon as practicable after a notice relating to, or to bodies including:

(a) companies of a particular State or Territory;
(b) registrable Australian corporations incorporated in a particular State or Territory; or
(c) bodies corporate that the notice specifies by reference to their carrying on business in, or being foreign companies registered under the foreign companies law of, a particular State or Territory; is published under subsection (1), the Commission shall cause to be published in a daily newspaper circulating generally in that State or Territory a notice that sets out a copy of the first-mentioned notice and explains:
(d) the effect, in relation to those companies, of section 126;
(e) the effect, in relation to those corporations, of section 340; or
(f) the effect, in relation to such foreign companies, of section 343; as the case may be.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 99
Underlying securities

99. Where scrip is constituted by documents that are, or are documents of title to, securities, those securities underlie the scrip.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 8
Division 8-Miscellaneous interpretation rules

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 100
Address of registered office etc.

100. Where a provision of this Act requires a notice to be lodged of:
(a) the address of an office, or of a proposed office, of a body corporate or other person; or
(b) a change in the situation of an office of a body corporate or other person; the notice:
(c) shall specify the full address, or the full new address, as the case requires, of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated; and
(d) where the notice relates to the address or situation of an office of a body corporate and the address specified in accordance with paragraph (a) is the address of premises that are not to be occupied by the body corporate-shall be accompanied by the consent, given in the prescribed form, by the person who is the occupier of those premises to the specification of that address in that notice.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 101
Amount of stock representing a number of shares

101. In relation to a body corporate the whole or a portion of whose share capital consists of stock, a reference to a number of shares (including a number expressed as a percentage) is, in relation to an amount of stock, a reference to the amount of stock that represents that number of shares.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 102
Applications to be in writing

102. An application to the Commission for the issuing of a document or the doing of any other act or thing by the Commission under this Act shall be in writing.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 103
Effect of certain contraventions of this Act

103. (1) This section has effect except so far as this Act otherwise provides.
(2) An act, transaction, agreement, instrument, matter or thing is not invalid merely because of:
(a) a contravention of section 112, 113, 126, 340 or 343 or of Chapter 8; or
(b) a failure to comply with a requirement of this Act that a person cause a notice, or a copy of a document, to be published in the Gazette or in a newspaper.

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(3) Subsection (2) also applies in relation to the incorporation of a body corporate in contravention of section 113.
(4) In this section:
"invalid" includes void, voidable and unenforceable.
(5) Nothing in this section limits the generality of anything else in it.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 104
Effect of provisions empowering a person to require or prohibit conduct

104. Where, in accordance with a provision of this Act, a person requires another person to do, or prohibits another person from doing, a particular act, that provision shall be taken to require the other person to comply with the requirement or prohibition, as the case may be.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 105
Calculation of time

105. (1) Where, for any purpose, this Act:
(a) prohibits, permits or requires the doing of an act or thing within, or by or before the end of; or
(b) otherwise prescribes, allows or provides for; a period or time before or after a particular day, act or event, the period shall be calculated without counting that day, or the day of that act or event, as the case may be.
(2) Without limiting the generality of subsection (1), in calculating how many days a particular day, act or event is before or after another day, act or event, the first-mentioned day, or the day of the first-mentioned act or event, shall be counted but not the other day, or the day of the other act or event.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 106
Performance of functions by Commission delegate

106. For the purpose of the performance of a function, or the exercise of a power, under this Act by a Commission delegate, a reference to the Commission in a provision of this Act relating to the performance of the function, or the exercise of the power, includes a reference to the Commission delegate.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 107
Headings to Chapters

107. The headings of the Chapters into which this Act is divided form part of this Act.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 108
Parts of dollar to be disregarded in determining majority in value of
creditors etc.

108. In determining whether a majority in value of creditors, or a particular proportion in value of creditors, has passed a resolution or done any other act or thing, if a creditor's debt consists of a number of whole dollars and a part of a dollar, the part of the dollar shall be disregarded.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 109
References to persons, things and matters

109. (1) Except so far as the contrary intention appears, a provision of this Act shall be interpreted in such a manner that any 2 or more references in the provision are capable of having the same referent or referents, or of having a referent or referents in common, as the case requires.
(2) In subsection (I), "referent", in relation to a reference in a provision, means:
(a) in so far as the reference is interpreted as being in the singular number-a person to whom, or a thing or matter to which; or
(b) in so far as the reference is interpreted as being in the plural number-any one or 2 or more persons to whom, or of 2 or more things or matters to which; the reference is taken, in the application of the provision, to refer.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 1.3
PART 1.3-APPLICATION

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 110
Application of Act in relation to certain banking and insurance

110. (1) This section applies where a provision of this Act is expressed to have, or has, the effect of:
(a) prohibiting or permitting; or
(b) otherwise providing for, referring to, or operating by reference to; the doing of an act, or the making of an omission, by or in relation to a corporation within the meaning of that provision.
(2) The provision shall be deemed also to be expressed to have, or also to have, the effect of:

(a) prohibiting or permitting; or
(b) so providing for, referring to, or operating by reference to; the doing of that act, or the making of that omission, by, or in relation to, as the case may be, a body corporate (whether or not the body is such a corporation) in the course of:
(c) banking (other than State banking not extending beyond the limits of the State concerned); or
(d) insurance business (other than insurance business relating to State insurance not extending beyond the limits of the State concerned).
(3) Except so far as the provision has effect by virtue of subsection (2), it shall be deemed not to be expressed as mentioned, or to have the effect referred to, in that subsection.
(4) Subject to subsection (3), the effect that the provision has by

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virtue
of subsection (2) is additional to, and does not prejudice, the effect that the provision has otherwise than by virtue of that subsection.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 111
Act not to apply in relation to State banking or insurance within that
State

111. Where, but for this section, a provision of this Act:
(a) would have a particular application; and
(b) by virtue of having that application, would be a law with respect to, or with respect to matters including:
(i) State banking not extending beyond the limits of the State
concerned; or
(ii)State insurance not extending beyond the limits of the State
concerned; the provision shall not have that application.

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 2 CHAPTER 2-CONSTITUTION OF COMPANIES

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 2.1
PART 2.1-RESTRICTIONS ON FORMING CERTAIN ENTITIES

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 112
Outsize partnerships and associations

112. (1) A person shall not participate in the formation of an outsize partnership or association unless it is incorporated or formed under:
(a) this Act or another Act;
(b) letters patent; or
(c) subject to section 113, a law of a State or Territory.

(2) For the purposes of subsection (1), a partnership or association is outsize if, and only if, it:
(a) has for one or more of its objects the acquisition of gain by the partnership or association or any of its members;
(b) is capable of being incorporated as a company under Division 1 of Part 2.2; and
(c) consists of more than:
(i) if the partnership or association is formed to carry on a profession
or calling of a kind specified in a declaration in force under subsection (3)-the number of persons specified in the declaration in relation to that kind of profession or calling; or
(ii) in any other case-20 persons.

(3) The Minister may, by Gazette notice, declare that an unincorporated partnership or association consisting of not more than a specified number of persons may carry on a profession or calling of a specified kind.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 113
Certain corporations not to be formed under State or Territory company law

113. A person shall not incorporate, or participate in the incorporation of, a body corporate under the company law of a State or Territory if the body, on its incorporation, will be a trading corporation.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 2.2
PART 2.2-REGISTRATION OF COMPANIES

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 1
Division 1-Incorporation by registration

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 114
Formation of companies

114. Subject to this Act, any 5 or more persons, or, where the company to be formed will be a proprietary company, any 2 or more persons, associated for any lawful purpose may, by subscribing their names to a memorandum and complying with the requirements as to registration under this Division, form an incorporated company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 115
Classes of companies

115. (1) A company registered under this Division may be:
(a) a company limited by shares;
(b) a company limited by guarantee;
(c) a company limited both by shares and by guarantee; or
(d) an unlimited company.

(2) A mining company registered under this Division may be a no liability company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 116
Proprietary companies

116. A company having a share capital (other than a no liability company) may be incorporated as a proprietary company if a provision of its constitution:
(a) restricts the right to transfer its shares;
(b) limits to not more than 50 the number of its members (counting joint holders of shares as one person and not counting a person who is employed by the company or any of its subsidiaries or a person who was, while so employed, and thereafter has continued to be, a member of the company);
(c) prohibits any invitation to the public to subscribe for, and any offer to the public to accept subscriptions for, any shares in, or debentures of, the company; and
(d) prohibits any invitation to the public to deposit money with, and any
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offer to the public to accept deposits of money with, the company for fixed periods or payable at call, whether bearing or not bearing interest.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 117
Requirements as to memorandum

117. (1) The memorandum of a company shall be printed, divided into numbered paragraphs, dated, and signed by the persons desiring the formation of the company, and shall, in addition to other requirements, state:
(a) the name of the company or that the company's name on registration is to be its registration number;
(b) unless the company is an unlimited company-the amount of share capital (if any) with which the company proposes to be registered and the division of that share capital into shares of a fixed amount;
(c) if the company is a company limited by shares-that the liability of the members is limited;
(d) if the company is a company limited by guarantee or a company limited both by shares and by guarantee-that the liability of the members is limited and that each member undertakes to contribute to the company's property if the company is wound up while he, she or it is a member or within one year after he, she or it ceases to be a member, for payment of the company's debts and liabilities contracted before he, she or it ceases to be a member and of the costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount in addition to the amount (if any) unpaid on any shares held by him, her or it;
(e) if the company is an unlimited company-that the liability of the members is unlimited;
(f) if the company is a no liability company-that the acceptance of shares in the company does not constitute a contract to pay calls in respect of the shares or to make any contribution towards the company's debts and liabilities;
(g) the full names, addresses and occupations of the subscribers to the memorandum being natural persons, and the corporate names, and the addresses of the registered or principal offices, of the subscribers to the memorandum being bodies corporate; and
(h) that those subscribers wish to form a company pursuant to the memorandum and (if the company is to have a share capital) respectively agree to take the number of shares in the capital of the company set out opposite their respective names.

(2) The memorandum of a company may state the objects of the company.

(3) Each subscriber to the memorandum shall:
(a) if the company is to have a share capital-state in words:
(i) the number of shares (being at least one) that the subscriber agrees
to take; and
(ii) if the shares in the company are divided into classes-the class or
the respective classes in which the shares that the subscriber agrees to take are included; and
(b) in any case-sign the memorandum in the presence of at least one witness (not being another subscriber).

(4) A witness to the signature of a subscriber to the memorandum shall attest the signature and add his or her address.

(5) A statement in the memorandum of a company limited by shares that the liability of members is limited means that the liability of the members is limited to the amount (if any) unpaid on the shares respectively held by them.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 118
Registration application

118. (1) Persons desiring the incorporation of a company may lodge an application in the prescribed form for the registration of the company under this Division.

(2) The application shall contain the prescribed information and matters and shall be accompanied by:
(a) in any case-the prescribed documents (if any); and
(b) unless subsection (3) applies-the memorandum, and the articles (if any), of the proposed company.

(3) If:
(a) the proposed company's memorandum states the matters that it is required by virtue of paragraphs 117 (1) (a), (b), (c) and (g) to state; and
(b) the proposed company's constitution contains proprietary company provisions; the application shall:
(c) set out the matters stated in the memorandum pursuant to those paragraphs; and
(d) state that the constitution contains proprietary company provisions.

(4) The application shall be signed by:
(a) if subsection (3) applies-each subscriber; or
(b) otherwise-at least one subscriber; to the proposed company's memorandum, in the presence of at least one witness (not being another subscriber).

(5) A witness to a signature that is required by this section shall attest the signature and add his or her address.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 119

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Power to require production of unlodged memorandum

119. (1) Where an application under section 118:
(a) is not accompanied by the proposed company's memorandum; and
(b) purports to comply with subsection 118 (3); the Commission may, even if it has no reason to suspect that the application was not made in accordance with that section, refuse to register the company under this Division unless and until the memorandum has been lodged.

(2) Where:
(a) a memorandum is lodged under subsection (1); and
(b) the Commission registers the company but is not required to register the memorandum; the Commission shall, when it issues a certificate to the company under section 121, give the memorandum to the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 120
Registration

120. (1) Subject to this Act, where the Commission is satisfied that an application has been made in accordance with section 118, it shall:
(a) register the company by registering:
(i) in any case-the application; and
(ii) unless the company is registered as a company limited by shares and
as a proprietary company-the company's memorandum and articles (if any); and
(b) allot to the company a registration number distinct from the registration number of each body corporate (other than the company) already registered under this Part or Part 4.1.

(2) Subject to subsection 372 (3), the Commission shall not register a company under this Division by a particular name unless that name is reserved under section 373 in respect of the company.

(3) Where an application under section 118:
(a) is not accompanied by the proposed company's memorandum; and
(b) purports to comply with subsection 118 (3); the Commission may, unless it has reason to suspect to the contrary, assume without inquiry that:
(c) the application does so comply; and
(d) the persons who signed the application are the subscribers to the memorandum.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 121
Certificate of registration

121. (1) On registering a company under this Division, the Commission shall prepare a certificate under its common seal that complies with this section and shall issue the certificate to the company.

(2) The certificate shall state that the company:
(a) is registered as a company under this Division; and
(b) because of that registration, is an incorporated company; and shall specify the day of commencement of the registration.

(3) The certificate shall state that the company is:
(a) a company limited by shares;
(b) a company limited by guarantee;
(c) a company limited both by shares and by guarantee;
(d) an unlimited company; or
(e) a no liability company; as the case requires.

(4) The certificate shall state that the company is a proprietary company or a public company, as the case requires.

(5) The Commission shall keep a copy of a certificate issued under this section, and subsections 1274 (2) and (5) apply in relation to that copy as if it were a document lodged with the Commission.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 122
Effect of certificate

122. A certificate under the Commission's common seal stating that a specified company has been registered under this Division is conclusive evidence that:
(a) all requirements of this Act (other than section 155) in respect of:
(i) registration of the company as a company under this Division; and
(ii) matters preceding or incidental to the registration;
have been complied with;
(b) the company is duly registered under this Division; and
(c) the day of commencement of the registration is the day (if any) specified as such in the certificate.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 123
Incorporation

123. (1) Subject to this Act, on and from the day specified in a certificate under section 121 as the day of commencement of a company's registration under this Division, the subscribers to the company's memorandum, together with such other persons as from time to time become members of the company, are an incorporated company by the name stated in the memorandum.

(2) A company registered under this Division:
(a) is capable of performing all the functions of a body corporate;
(b) is capable of suing and being sued;
(c) has perpetual succession;
(d) shall have a common seal; and
(e) has power to acquire, hold and dispose of property.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 124

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Members

124. (1) The subscribers to a Division 1 company's memorandum shall be deemed to have agreed to become members of the company and, on the company's incorporation:
(a) each becomes such a member; and
(b) the name of each shall be entered in the company's register of members.

(2) A Division 1 company's members are, as such, liable to contribute in accordance with this Act to the company's property in a winding up of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 125
Articles of association

125. (1) There may, in the case of a company limited by shares (other than a Table A proprietary company) or a no liability company, and there shall, in the case of a company limited by guarantee, a company limited both by shares and by guarantee or an unlimited company, be registered with the memorandum, articles signed by the subscribers to the memorandum prescribing regulations for the company.

(2) At any time before the registration under this Division of a Table A proprietary company, the subscribers to the company's memorandum may sign articles prescribing regulations for the company.

(3) Where, as at the registration under this Division of a Table A proprietary company, no articles prescribing regulations for the company have been signed under subsection (2), the company may, at any time after that registration, make such articles by special resolution.

(4) Articles shall be:
(a) printed;
(b) divided into numbered paragraphs; and
(c) unless made under subsection (3)-signed by each subscriber to the memorandum in the presence of at least one witness (not being another subscriber).

(5) A witness to a signature to the articles of a subscriber to the memorandum shall attest the signature and add the address of the witness.

(6) In the case of an unlimited company that has a share capital, the articles shall state the amount of share capital with which the company proposes to be registered and the division of that share capital into shares of a fixed amount.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 2
Division 2-Registering certain State and Territory companies
as companies

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 126
Certain State and Territory companies not to carry on business unless registered under this Division

126. A body corporate that:
(a) is a company of a State or Territory;
(b) is a trading corporation or a banking corporation; and
(c) is not an externally-administered body corporate; shall not, on or after the transfer day for the body, carry on business within or outside Australia unless:
(d) it is registered as a company under this Division; or
(e) it has applied to be so registered but the application has not been dealt with.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 127
State or Territory company may apply for registration

127. (1) A company of a State or Territory may lodge an application to be registered as a company under this Division.

(2) The application shall be in the prescribed form and shall be accompanied by:
(a) a certified copy of a current certificate of the company's incorporation issued under the company law of the State or Territory;
(b) unless the company is a Table A proprietary company of the State or Territory-a certified copy of the company's constitution; and
(c) such other documents (if any) as are prescribed.

(3) Regulations made for the purposes of paragraph (2) (c) may make different provision in relation to different classes of bodies corporate.

(4) The Commission may exempt a body corporate from lodging a document under this section if the Commission is satisfied that:
(a) it already has the information that would be contained in the document;
(b) the body cannot obtain the document; or
(c) if the document is a copy of another document-the Commission already has the other document.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 128
Determination of application

128. Subject to Division 6, the Commission shall grant an application under this Division if, and only if:
(a) the application was made in accordance with section 127; and
(b) the Commission is satisfied that:
(i) the applicant is not an externally-administered body corporate; and
(ii) the applicant's name is reserved in respect of it under section
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374.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 129
Registration of applicant as a company

129. (1) This section has effect where the Commission grants an application under this Division by a body corporate.

(2) The Commission shall register the body as a company by registering the application, and shall allot to the company a registration number distinct from the registration number of each body corporate (other than the company) already registered under this Part or Part 4.1.

(3) The Commission shall register the body as a company of whichever of the following classes:
(a) a company limited by shares;
(b) a company limited by guarantee;
(c) a company limited both by shares and by guarantee;
(d) an unlimited company;
(e) in the case of a mining company-a no liability company; most nearly corresponds to the class in which the body is included under the law under which the body was, immediately before its registration day, registered as a company of a State or Territory.

(4) The Commission shall register the body:
(a) if the body is a proprietary company of a State or Territory-as a proprietary company; or
(b) in any other case-as a public company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 130
Constitution of Division 2 company

130. (1) This section applies where a company of a State or Territory is registered as a company under this Division.

(2) The provisions that, at the time immediately before the company's registration day, formed part of the company's memorandum, and any provisions that were at that time deemed by virtue of a law of that State or Territory to form part of that memorandum, shall be deemed to be, with such modifications as the circumstances require:
(a) if the company is so registered as a company limited by shares and as a proprietary company-the company's memorandum; or
(b) otherwise-the company's registered memorandum; and shall bind the company and its members accordingly.

(3) The provisions that at that time formed part of the company's articles, and any provisions that were at that time deemed by virtue of such a law to form part of those articles, shall be deemed to be, with such modifications as the circumstances require:
(a) if paragraph (2) (a) applies-the company's articles; or
(b) otherwise-the company's registered articles; and shall bind the company and its members accordingly.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 131
Application of Act in relation to Division 2 companies

131. (1) Subject to this Act, a provision of this Act that applies in relation to a company shall be taken to apply in relation to a Division 2 company in relation to:
(a) the doing of an act or thing, an act or thing done, or a matter arising, before the Division 2 company's registration day; or
(b) acts, things or matters including such an act, thing or matter, as the case may be; unless:
(c) before that day, an act was done for the purposes of complying with a law corresponding to that provision; and
(d) the act would, if the Division 2 company had been a company, and this Act had been in operation, when the act was done, have constituted compliance with that provision as so applying.

(2) A provision applies as mentioned in subsection (1):
(a) as if a reference in the provision to a provision of this Act included a reference to a law corresponding to the last-mentioned provision; and
(b) with such other modifications as the circumstances require.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 132
Acts preparatory to external administration of Division 2 company

132. (1) This section applies where, as at the beginning of a Division 2 company's registration day, an act or thing has been validly done by or in relation to the company under, or for the purposes of, a law corresponding to a provision of Chapter 5 (other than Part 5.2).

(2) On and after the registration day, this Act (other than this Division) applies in relation to the company, with such modifications as the circumstances require, as if:
(a) the company had been a company, and this Act had been in operation, at the time when that act or thing was so done; and
(b) that act or thing had been validly done at that time under or for the purposes of that provision of that Chapter.

(3) Nothing in this section makes a person guilty of a contravention of this Act in respect of an act or thing done, or an omission made, when the company was not a company.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 3
Division 3-Registering foreign companies as companies

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 133

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Foreign company may apply for registration

133. (1) A foreign company may lodge an application to be registered as a company under this Division.

(2) Subject to Division 6, the Commission shall grant an application under this Division if, and only if:
(a) the Commission is satisfied that neither of sections 134 and 135 disentitles the applicant from being registered under this Division; and
(b) the application was made in accordance with section 136.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 134
Externally-administered body corporate not to be registered

134. A foreign company is not entitled to be registered under this Division if:
(a) it is an externally-administered body corporate; or
(b) an application has been made to a court (in Australia or elsewhere):
(i) to wind up the foreign company; or
(ii) for the approval of a compromise or arrangement between the foreign
company and another person;
and has not been dealt with.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 135
Prerequisites to eligibility

135. A foreign company is not entitled to be registered under this Division unless:
(a) under the law of its place of origin:
(i) transfer of its incorporation is authorised;
(ii) it is of a class that is the same, or substantially the same, as one
of the classes of companies referred to in subsection 137 (3);
(iii) if the liability of its members is limited-the extent to which, and
the manner in which, that liability is limited is defined in its constitution; and
(iv) if it has a share capital and the liability of its members is
limited-its capital is of a fixed amount and is divided into shares of a fixed amount;
(b) it has complied with the requirements (if any) of that law in relation to transfer of its incorporation;
(c) if that law does not require its members, or a specified proportion of them, to consent to transfer of its incorporation-transfer of its incorporation has been consented to by at least three-quarters of such of its members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at a meeting of which at least 21 days notice is given specifying the intention to apply for the transfer; and
(d) its name is reserved under section 374 in respect of it.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 136
Form and content of application

136. (1) An application by a foreign company under section 133 shall be in writing in the prescribed form and shall be accompanied by:
(a) a certified copy of a current certificate of its incorporation in its place of origin or a document of similar effect;
(b) evidence acceptable to the Commission that neither of sections 134 and 135 disentitles it from being registered under this Division;
(c) a certified printed copy of its constitution;
(d) if it is applying to be registered as a company having a share capital-a statement specifying:
(i) its nominal share capital and the number and classes into which the
share capital is divided;
(ii) the number of shares taken up and the amount paid on each; and
(iii) subject to subsection (3), the full name, or the surname together
with at least one given name and any other initials, and the address, of each shareholder and the number and class of shares held by each;
(e) unless it is a registered foreign company-in relation to each existing charge on its property that would be a registrable charge within the meaning of Part 3.5 if it were a company, the documents that subsection 263 (3) requires to be lodged; and
(f) such other documents and information (if any) as are prescribed or as the Commission requires by written notice given to the foreign company.

(2) Where a document is required by or under subsection (1) to be lodged and:
(a) the document has previously been lodged under Part 4.1; or
(b) the document has previously been lodged with a person under the foreign companies law of a State or Territory and the Commission now has the document; the Commission may dispense with the requirement.

(3) Subparagraph (1) (d) (iii) does not apply in relation to a foreign company that has more than 500 members and satisfies the Commission that it will:
(a) keep its principal Australian register at a place within 25 kilometres of an office of the Commission; and
(b) provide reasonable accommodation and facilities for persons to inspect,

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and take copies of, its list of members and its particulars of shares transferred.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 137
Registration of applicant as a company

137. (1) This section has effect where the Commission grants an application under this Division.

(2) The Commission shall register the applicant as a company by registering the application, and shall allot to the company a registration number distinct from the registration number of each body corporate (other than the company) already registered under this Part or Part 4.1.

(3) The Commission shall register the applicant as a company of whichever of the following classes:
(a) a company limited by shares;
(b) a company limited by guarantee;
(c) a company limited both by shares and by guarantee;
(d) an unlimited company;
(e) in the case of a mining company-a no liability company; most nearly corresponds to the class in which the applicant is included under the law of its place of origin.

(4) The Commission shall register the applicant as a proprietary company if:
(a) it has a share capital;
(b) its constitution contains proprietary company provisions; and
(c) it is not registered as a no liability company.

(5) Otherwise, the Commission shall register the applicant as a public company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 138
Registered foreign company

138. Where a registered foreign company is registered as a company under this Division, the Commission shall remove its name from the register kept under Division 2 of Part 4.1 but may keep any or all of the documents that were lodged or registered under that Division and relate to the foreign company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 139
Constitution of Division 3 company

139. (1) This section applies where a foreign company is registered as a company under this Division.

(2) Such of the provisions of the foreign company's constitution as this Act would, if the foreign company had originally been incorporated under Division 1 on its registration day, have required its memorandum to include shall be deemed to be the company's registered memorandum and bind the company and its members accordingly.

(3) The other provisions of the constitution shall be deemed to be the company's registered articles and bind the company and its members accordingly.

(4) If the constitution, or a part of it, is in a language other than English, the translation of the constitution or part into English that was lodged with the application for registration shall, even if incorrect, be deemed for the purposes of subsections (2) and (3) to be the constitution or part, to the exclusion of the constitution or part itself.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 140
Alterations of constitution

140. (1) A foreign company that is registered under this Division as a company of a particular class shall, within 90 days after its registration day, make by special resolution such alterations (if any) of its constitution as:
(a) are necessary to express in Australian currency any amounts of money specified in the constitution;
(b) are necessary to ensure that the constitution complies with the requirements of this Act relating to the constitutions of Division 1 companies in that class; and
(c) are necessary or expedient to give effect to, or are incidental to giving effect to, this Part.

(2) Where a company is required by virtue of paragraph (1) (a) to alter its constitution, the alterations shall all be made on the basis of a single rate fixed by a resolution of the company passed before the resolution making the alterations, and the resolution fixing the rate, when passed under this subsection, shall be deemed, for the purposes of section 256, to be a special resolution.

(3) A company that subsection (1) requires to alter its constitution shall, if the Commission so directs, apply to the Court, within a period specified by the Commission, for an order approving the constitution as altered under that subsection.

(4) On an application under subsection (3), the Court may, if satisfied that the resolution altering the company's constitution has been duly passed and that the alterations comply with subsection (1), make an order approving the constitution as altered under subsection (1), or approving it with specified modifications.

(5) Subject to subsection (6), section 171 applies in relation to a resolution under subsection (1), or an order under subsection (4), of this

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section, as if a reference in subsection 171 (2), (3), (5) or (9) to the memorandum of a company were a reference to the altered constitution.

(6) Where, but for this subsection, subsection (5) and section 171 would require a company to lodge a printed copy of its constitution as altered by a resolution under subsection (1), or an order under subsection (4), of this section, the company may instead lodge a copy of the resolution or an office copy of the order, as the case may be, and, if its memorandum has been altered by the resolution or order, a printed copy of the memorandum as so altered.

(7) As from the time when alterations under this section of the constitution of a company having a share capital take effect:
(a) the amount of the nominal share capital, and the nominal value of each share, shall be taken to be the amount and value respectively specified in the altered constitution;
(b) a person who, immediately before that time, held shares in the company in a particular class holds the same number of shares in that class as immediately before that time; and
(c) the amount paid up on a share in the company shall be deemed to be an amount in Australian currency that bears to the nominal value of the share under the altered constitution the same proportion as, immediately before that time, the amount paid up on the share bore to the share's nominal value, and the amount of the share capital paid up shall be calculated accordingly.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 141
Share warrants

141. (1) The bearer of a share warrant issued by a Division 3 company before its registration day is entitled, on surrendering the share warrant to the company for cancellation, to have the bearer's name entered as a member in the company's register of members.

(2) A Division 3 company is liable to compensate a person for any loss incurred by the person because of the company entering in its register of members the name of the bearer of a share warrant issued by the company, before its registration day, in respect of shares specified in the share warrant, without the share warrant being surrendered and cancelled.

(3) Subject to this section, the articles of a Division 3 company may provide that the bearer of a share warrant in relation to shares in the company is to be deemed to be a member of the company for all purposes or for specified purposes.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 4
Division 4-Registering close corporations as companies

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 142
Conversion of a close corporation into a company

142. (1) Subject to this Act, all the members of a close corporation may, by:
(a) subscribing their names to a memorandum; and
(b) complying with the requirements as to registration of the close corporation as a company under this Division; convert the close corporation into:
(c) if the close corporation has 5 or more members-a company; or
(d) if the close corporation has 2 or more members-a proprietary company.

(2) A close corporation may be registered under this Division as:
(a) a company limited by shares;
(b) a company limited both by shares and by guarantee; or
(c) an unlimited company.

(3) A close corporation may be registered under this Division as a proprietary company if the proposed company's constitution includes proprietary company provisions.

(4) A close corporation is not entitled to be registered under this Division if:
(a) it is an externally-administered body corporate; or
(b) an application has been made to a court (in Australia or elsewhere):
(i) to wind up the close corporation; or
(ii) for the approval of a compromise or arrangement between the close
corporation and another person;
and has not been dealt with.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 143
Requirements as to memorandum

143. (1) The memorandum of a close corporation that it is proposed to register as a company under this Division shall be printed, divided into numbered paragraphs, dated, and signed by all the members of the close corporation, and shall, in addition to other requirements, state:
(a) the name of the company;
(b) the amount of the share capital of the company and the division of that share capital into shares of a fixed amount;
(c) if the close corporation is to be so registered as a company limited by shares-that the liability of the members is limited;
(d) if the close corporation is to be so registered as a company limited both by shares and by guarantee-that the liability of the members is limited and that each member undertakes to contribute to the company's property if the company is wound up while he, she or it is a member or within one year after he, she or it ceases to be a member, for payment of the company's debts and liabilities contracted before he, she or it ceases to be a member and of the
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costs, charges and expenses of winding up and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount in addition to the amount (if any) unpaid on any shares held by him, her or it;
(e) if the close corporation is to be so registered as an unlimited company-that the liability of the members is unlimited;
(f) the full names, addresses and occupations of the subscribers to the memorandum being natural persons, and the corporate names, and the addresses of the registered or principal offices, of the subscribers to the memorandum being bodies corporate; and
(g) that those subscribers wish to form a company pursuant to the memorandum by the registration of the close corporation as a company under this Division.

(2) The memorandum of a close corporation that it is proposed to register as a company under this Division may state the objects of the company.

(3) Each subscriber to the memorandum of a close corporation that it is proposed to register as a company under this Division shall sign the memorandum in the presence of at least one witness (not being another subscriber).

(4) A witness to a signature required by this section shall attest the signature and add his or her address.

(5) A statement in the memorandum of a Division 4 company, being a company limited by shares, that the liability of members is limited means that the liability of the members is limited to the amount (if any) unpaid on the shares respectively held by them.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 144
Registration application

144. (1) Persons desiring the conversion of a close corporation into a company may lodge an application in the prescribed form for the registration of the close corporation under this Division.

(2) The application shall contain the prescribed information and matters and shall be accompanied by:
(a) in any case-the prescribed documents (if any); and
(b) unless subsection (3) applies-the memorandum, and the articles (if any), of the proposed company.

(3) If:
(a) the proposed company's memorandum states the matters that it is required by virtue of paragraphs 143 (1) (a), (b), (c) and (f) to state; and
(b) the proposed company's constitution contains proprietary company provisions; the application shall:
(c) set out the matters stated in the memorandum pursuant to those paragraphs; and
(d) state that the constitution contains proprietary company provisions.

(4) The application shall be signed by:
(a) if subsection (3) applies-each subscriber; or
(b) otherwise-at least one subscriber; to the proposed company's memorandum, in the presence of at least one witness (not being another subscriber).

(5) A witness to a signature that is required by this section shall attest the signature and add his or her address.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 145
Power to require production of unlodged memorandum

145. (1) Where an application under section 144:
(a) is not accompanied by the proposed company's memorandum; and
(b) purports to comply with subsection 144 (3); the Commission may, even if it has no reason to suspect that the application was not made in accordance with that section, refuse to register the close corporation under this Division unless and until the memorandum has been lodged.

(2) Where:
(a) a memorandum is lodged under subsection (1); and
(b) the Commission registers the close corporation as a company but is not required to register the memorandum; the Commission shall, when it issues a certificate to the company under section 148, give the memorandum to the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 146
Registration

146. (1) Subject to this Act, where the Commission is satisfied that:
(a) an application has been made in accordance with section 144;
(b) the close corporation is not in default in respect of any of its obligations under the Close Corporations Act 1989; and
(c) subsection 142 (4) does not disentitle the close corporation from being registered under this Division; the Commission shall:
(d) register the close corporation as a company by registering:
(i) in any case-the application; and
(ii) unless the close corporation is registered as a company limited by
shares and as a proprietary company-the company's memorandum and articles (if any); and
(e) allot to the company a registration number distinct from the registration number of each body corporate (other than the company) already registered under this Part or Part 4.1.
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(2) The Commission shall not register a close corporation under this Division by a particular name unless that name is reserved under section 374 in respect of the close corporation.

(3) Where an application under section 144:
(a) is not accompanied by the proposed company's memorandum; and
(b) purports to comply with subsection 144 (3); the Commission may, unless it has reason to suspect to the contrary, assume without inquiry that:
(c) the application does so comply; and
(d) the persons who signed the application are the subscribers to the memorandum.

(4) Where a body corporate is registered under this Division, the body ceases to be registered under the Close Corporations Act 1989, but the Commission may keep any or all of the documents that were lodged or registered under that Act and relate to the body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 147
Articles of association

147. (1) There may, in the case of a close corporation that is registered under this Division as a company limited by shares but not as a proprietary company, and there shall, in the case of a close corporation that is registered under this Division as a company limited both by shares and by guarantee or as an unlimited company, be registered with the company's memorandum, articles signed by the subscribers to the memorandum prescribing regulations for the company.

(2) At any time before the registration of a close corporation under this Division as a company limited by shares and as a proprietary company, the subscribers to the company's memorandum may sign articles prescribing regulations for the company.

(3) Where, as at the registration of a close corporation under this Division as a company limited by shares and as a proprietary company, no articles prescribing regulations for the company have been signed under subsection (2), the company may, at any time after that registration, make such articles by special resolution.

(4) Articles shall be:
(a) printed;
(b) divided into numbered paragraphs; and
(c) unless made under subsection (3)-signed by each subscriber to the memorandum in the presence of at least one witness (not being another subscriber).

(5) A witness to a signature to the articles of a subscriber to the memorandum shall attest the signature and add his or her address.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 5
Division 5-Companies registered under Division 2, 3 or 4

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 148
Certificate of registration

148. (1) On registering a body corporate as a company under Division 2, 3 or 4, the Commission shall prepare a certificate under its common seal that complies with this section and shall issue the certificate to the body.

(2) The certificate shall state that the body:
(a) is registered as a company under that Division; and
(b) because of that registration, is an incorporated company; and shall specify the day of commencement of the registration.

(3) The certificate shall state that the body is:
(a) a company limited by shares;
(b) a company limited by guarantee;
(c) a company limited both by shares and by guarantee;
(d) an unlimited company; or
(e) a no liability company; as the case requires.

(4) The certificate shall state that the body is a proprietary company or a public company, as the case requires.

(5) The Commission shall keep a copy of a certificate issued under this section, and subsections 1274 (2) and (5) apply in relation to that copy as if it were a document lodged with the Commission.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 149
Effect of certificate

149. A certificate under the Commission's common seal stating that a specified body corporate has been registered as a company under Division 2, 3 or 4 is conclusive evidence that:
(a) all requirements of this Act (other than section 155) in respect of:
(i) registration of the body under that Division; and
(ii) matters preceding or incidental to the registration;
have been complied with;
(b) the body is duly registered as a company under that Division; and
(c) the day of commencement of the registration is the day (if any) specified as such in the certificate.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 150
Effect of registration under Division 2, 3 or 4

150. (1) Where a body corporate is registered under Division 2, 3 or 4, this section has effect during the period beginning at the start of the body's registration day and ending when the body ceases to be registered under that Division.
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(2) The body continues in existence, by force of this subsection, as a body corporate.

(3) The body is a company for the purposes of this Act.

(4) Except as prescribed, a law of the Commonwealth (other than this Act), or a law of a State or Territory (other than a continuing law), does not apply in relation to the body merely because of either or both of the following:
(a) it was incorporated, or has at any time been registered, in a State or Territory or under a law, or a previous law, of a State or Territory;
(b) it has at any time been domiciled in a State or Territory.

(5) In subsection (4):
"continuing law" means a prescribed law or a law corresponding to section 164 or 166, subsection 182 (3) or section 183.

(6) The body:
(a) is capable of performing all the functions of a body corporate;
(b) is capable of suing and being sued;
(c) has perpetual succession;
(d) shall have a common seal; and
(e) has power to acquire, hold and dispose of property.

(7) The body's members have such liability to contribute to the body's property if the body is wound up under this Act as is provided for by this Act as it applies in relation to the body by virtue of this Division.

(8) Nothing in this section:
(a) creates a new legal entity;
(b) prejudices or affects the body's identity or its continuity as a body corporate; or
(c) changes the body's membership.

(9) Nothing in this section affects any act or thing done (including, for example, an appointment made or a resolution passed) before the body's registration day under a power conferred by:
(a) the body's constitution; or
(b) a law under which the body was incorporated or registered before that day.

(10) Nothing in this section or in subsection 139 (4):
(a) affects the body's property; or
(b) affects, except as provided by this Part (other than this section and that subsection), any rights, privileges, powers, authorities, duties, functions, liabilities (including liabilities in respect of offences) or obligations of the body, or of any other person, existing immediately before the body's registration day.

(11) Nothing in this section:
(a) renders defective any legal proceedings; or
(b) prevents legal proceedings from being begun or continued by or against the body.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 151
Application of Act to Division 2, 3 or 4 company

151. (1) Subsection 175 (1) does not apply in relation to a Division 2 or 3 company unless its members, by special resolution, resolve that the subsection should apply to the company.

(2) Section 244 does not apply in relation to a Division 2, 3 or 4 company.

(3) Section 245 applies in relation to a Division 2, 3 or 4 company as if:
(a) subsection 245 (2) were omitted; and
(b) there were omitted from paragraph 245 (5) (a) "or the period of 18 months referred to in subsection (2)".

(4) Section 290 applies in relation to a Division 2 or 3 company in relation to the bodies corporate that were its subsidiaries at the start of its registration day and, despite subsection 290 (2), subsection 290 (1) shall be complied with in relation to those bodies corporate within 12 months after that day.

(5) Division 2 of Part 5.6 applies in relation to a Division 3 or 4 company as if a reference in that Division to a past member of the company included a reference to a person who had been a member of the company but had ceased to be such a member before the company's registration day, but such a person is liable to contribute to the company's property only to an amount sufficient for:
(a) payment of debts and liabilities contracted by the company before that day;
(b) payment of the costs, charges and expenses of winding up the company, in so far as those costs, charges and expenses relate to the debts and liabilities referred to in paragraph (a); and
(c) the adjustment of the rights of the contributories among themselves, in so far as the adjustment relates to the debts and liabilities referred to in paragraph (a).

(6) The regulations may make modifications of this Act (other than this Part) as it applies in relation to a Division 3 or 4 company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 152
Establishment of registers and minute books

152. (1) Within 14 days after its registration day, a Division 2, 3 or 4 company shall:
(a) establish the registers that sections 209, 215, 235, 242, 271, 715, 724, 1047 and 1070 require to be kept;

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(b) include in those registers such of the information that this Act requires to be included in those registers as is available to the company at that day;
(c) establish books to be used for the entry of minutes of proceedings of meetings for the purpose of compliance with section 258; and
(d) comply with subsection 259 (1) in relation to those books.

(2) A Division 2 company that, immediately before its registration day:
(a) kept a register in accordance with a law corresponding to a provision referred to in paragraph (1) (a); or
(b) kept books for the purpose of complying with a law corresponding to section 258;
shall be deemed to have complied with paragraph (1) (a) or (c) in relation to that register or those books, as the case may be.

(3) Without limiting the generality of paragraph (1) (b), a Division 2 company that, immediately before its registration day:
(a) kept a register as mentioned in paragraph (2) (a); and
(b) was required by a law corresponding to a provision of this Act to include particular information in that register; shall so include the information within 14 days after that day.

(4) Where, before the end of the period of 14 days referred to in subsection (1):
(a) under subsection 210 (3), 215 (5), 235 (8), 242 (6), 271 (4), 715 (3), 724 (4), 1047 (5) or 1070 (2), a person requests a Division 2, 3 or 4 company to give to the person, or to make available for inspection by the person, a copy of, or of a part of, a register kept under this Act; or
(b) under subsection 259 (2), a person requests a Division 2, 3 or 4 company to give to the person a copy of minutes of a general meeting; the period within which the company is required to comply with the request shall be deemed to begin at the end of that period of 14 days.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 6
Division 6-Activities statements

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 1
Division 1 company

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 153

153. (1) The Commission shall not register a company under Division 1 unless:
(a) a written statement in the prescribed form has been lodged;
(b) the statement is signed by the subscribers to the proposed company's memorandum;
(c) the statement specifies the day on which it was so signed, or the first day on which it was signed by any of the subscribers, as the case requires;
(d) the day specified is not more than 7 days before the application for registration was lodged and not more than 28 days before the company is so registered; and
(e) the statement, whether or not it also states as mentioned in subsection (2), states as mentioned in subsection (3), (4) or (5).

(2) The statement may state to the effect that the subscribers intend the proposed company to be dormant throughout a substantial period beginning at its incorporation.

(3) The statement may state to the effect that the subscribers intend that, within 3 months after:
(a) the day of the proposed company's incorporation; or
(b) the period referred to in subsection (2); as the case requires, trading activities within the meaning of this Act will be the whole or a substantial part of the company's activities.

(4) The statement may state to the effect that the subscribers intend that, within 3 months after:
(a) the day of the proposed company's incorporation; or
(b) the period referred to in subsection (2); as the case requires, the company will carry on as its sole or principal business the business of banking (other than State banking not extending beyond the limits of the State concerned).

(5) The statement may state to the effect that the subscribers intend that within:
(a) 21 days after the day of the proposed company's incorporation; or
(b) the period referred to in subsection (2); as the case requires, persons other than the subscribers will be members of the company and have interests in it that together constitute a controlling interest in it.

(6) A statement may state as mentioned in subsection (5) even if, when the statement is signed by any of the subscribers, it is not known who the persons referred to in that subsection will be.

(7) Where a statement is lodged for the purposes of this section, each person who has signed the statement shall be taken to have stated in it that that person had, when signing the statement, the intention described in it.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 2
Division 2, 3 or 4 company

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 154

154. (1) The Commission shall not grant an application to register a body corporate under Division 2, 3 or 4 unless:
(a) the body has lodged a written statement in the prescribed form;

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(b) the statement is signed by at least 2 directors of the body;
(c) the statement specifies the day on which it was so signed, or the first day on which it was signed by a director of the body, as the case requires;
(d) the specified day is not more than 7 days before the statement was lodged; and
(e) the statement states as mentioned in:
(i) subsection (2), (3), (5), (6) or (7);
(ii) subsection (2) and subsection (3) or (6);
(iii) subsections (3) and (5);
(iv) subsection (4) and subsection (5), (6) or (7);
(v) subsections (4), (5) and (6); or
(vi) subsections (5) and (6).

(2) The statement may state to the effect that:
(a) as at the specified day, trading activities within the meaning of this Act were the whole or a substantial part of the body's activities; and
(b) the body intends that such trading activities will be the whole or a substantial part of the activities in which the body will engage during a period beginning on the specified day and ending at least 3 months after the body's registration day.

(3) The statement may state to the effect that:
(a) as at the specified day, the body carried on as its sole or principal business the business of banking (other than State banking not extending beyond the limits of the State concerned); and
(b) the body intends to carry on that business as its sole or principal business throughout a period beginning on the specified day and ending at least 3 months after the body's registration day.

(4) The statement may state to the effect that the body intends to be dormant throughout a substantial period beginning at the start of the body's registration day.

(5) The statement may state to the effect that the body intends that, within 3 months after:
(a) the body's registration day; or
(b) the period referred to in subsection (4); as the case requires, trading activities within the meaning of this Act will be the whole or a substantial part of the body's activities.

(6) The statement may state to the effect that the body intends that, within 3 months after:
(a) the body's registration day; or
(b) the period referred to in subsection (4); as the case requires, the body will carry on as its sole or principal business the business of banking (other than State banking not extending beyond the limits of the State concerned).

(7) The statement may state to the effect that the directors signing it expect that, within:
(a) 21 days after the body's registration day; or
(b) the period referred to in subsection (4); as the case requires, persons who were not members of the body at the start of the specified day will be such members and have interests in the body that together constitute a controlling interest in it.

(8) A statement may state as mentioned in subsection (7) even if it is not known when the statement is signed by any of the body's directors who the persons referred to in that subsection will be.

(9) Where a statement lodged for the purposes of this section states as mentioned in subsection (7), each director who has signed the statement shall be taken to have stated in it that that director had, when signing the statement, the expectation described in it.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 155
Further activities statement in certain cases where control of company is to
change

155. (1) Where:
(a) a company is registered under Division 1; and
(b) the statement that was lodged for the purposes of section 153 and relates to the company states as mentioned in subsection 153 (5); the company shall:
(c) if the statement states as mentioned in subsection 153 (2) and the company becomes dormant at its incorporation-within 14 days after the company first ceases to be dormant; or
(d) in any other case-within 35 days after the company's incorporation; lodge a statement that complies with this section.

(2) Where:
(a) a body corporate is registered as a company under Division 2, 3 or 4; and (b) the statement that was lodged for the purposes of section 154 and relates to the body states as mentioned in subsection 154 (7); the body shall:
(c) if the statement states as mentioned in subsection 154 (4) and the body is dormant at the start of its registration day-within 14 days after the body first ceases to be dormant after the start of that day; or
(d) in any other case-within 35 days after the body's registration day; lodge a statement that complies with this section.

(3) The statement shall:

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(a) be in writing in the prescribed form;
(b) be signed by at least 2 directors of the company or body; and
(c) specify the day on which it was so signed, or the first day on which it was signed by a director of the company or body, as the case requires, being a day not more than 7 days before the statement is lodged.

(4) The statement shall state whether or not the company or body intends that, within 3 months after the specified day, trading activities within the meaning of this Act will be the whole or a substantial part of the activities of the company or body.

(5) If the company or body intends that, within 3 months after the specified day, it will carry on as its sole or principal business the business of banking (other than State banking not extending beyond the limits of the State concerned), the statement shall state to that effect.

(6) Neither section 1314 of this Act nor section 4K of the Crimes Act 1914 applies in relation to this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 7
Division 7-Companies ceasing to be trading or banking corporations

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 156
Commission to take action

156. Where it is satisfied that a company is neither a trading corporation nor a banking corporation, the Commission shall, unless the company is a new company or an application for an order to wind up the company on the ground provided for by subsection 459 (1) has been made already and not yet dealt with, do either or both of the following:
(a) make such an application;
(b) take action in relation to the company under section 572.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 157
Presumptions about loss of trading or banking corporation status

157. (1) This section has effect for the purposes of section 156.

(2) Unless it is satisfied to the contrary, the Commission shall be deemed to be satisfied that a company is, at a particular time, neither a trading corporation nor a banking corporation if, as at that time:
(a) the company:
(i) has contravened section 155; and
(ii) has lodged no annual return; or
(b) the company has lodged a notice under subsection 158 (3).

(3) Unless it is satisfied to the contrary, the Commission shall be deemed to be satisfied that a company is, at a particular time, neither a trading corporation nor a banking corporation if, as at that time:
(a) the company has contravened section 335 in relation to a particular financial year;
(b) the Commission has given to the company a written notice requiring the company to lodge its annual return for that financial year within a specified period of at least 28 days after the notice is so given; and
(c) that period has ended and the company has not lodged an annual return for that financial year that includes a statement complying with section 336.

(4) Unless it is satisfied to the contrary, the Commission shall be deemed to be satisfied that a company is not a trading corporation at a particular time if:
(a) as at that time, the company:
(i) has lodged for the purposes of section 155 a statement stating to
the effect that the company does not intend as mentioned in subsection 155 (4); and
(ii) has lodged no annual return; or
(b) a statement included under section 336 in the last annual return lodged by the company before that time states to the effect that:
(i) as at a particular day, trading activities were not a substantial
part of the company's activities;
(ii) the company does not intend as mentioned in paragraph 336 (5) (b);
(iii) the company became dormant on a particular day that is not less than 3 months before that time;
(iv) trading activities were not a substantial part of the activities in
which the company engaged during a particular period; or
(v) the company does not intend as mentioned in paragraph 336 (8) (c).

(5) Unless it is satisfied to the contrary, the Commission shall be deemed to be satisfied that a company is not a banking corporation at a particular time if, as at that time:
(a) the company:
(i) has lodged for the purposes of section 155 a statement that does not
state to the effect that the company intends as mentioned in subsection 155 (5); and
(ii) has lodged no annual return; or
(b) the statement included under section 336 in the last annual return lodged by the company before that time:
(i) does not state as mentioned in subsection 336 (6); or
(ii) states to the effect that the company does not intend as mentioned in paragraph 336 (7) (b).

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 158

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Company to take action

158. (1) This section has effect where:
(a) on a particular day, a company ceases to be a trading corporation; and
(b) the company is not a banking corporation.

(2) This section also has effect where:
(a) on a particular day, a company ceases to be a banking corporation; and
(b) the company is not a trading corporation.

(3) Within 14 days after that day, the company shall lodge a written notice stating that the company has ceased to be:
(a) if subsection (1) applies-a trading corporation; or
(b) if subsection (2) applies-a banking corporation.

(4) Within 28 days after that day, the company shall, unless an application for an order to wind up the company on the ground provided for by subsection 459 (1) has been made already and not yet dealt with, make such an application.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 2.3
PART 2.3-LEGAL CAPACITY, POWERS AND STATUS

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 1
Division 1-Legal capacity and powers

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 159
Interpretation

159. In sections 160, 161 and 162:
(a) a reference to the doing of an act by a company includes a reference to the making of an agreement by the company and a reference to a transfer of property to or by the company; and
(b) a reference to legal capacity includes a reference to powers.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 160
Object of sections 161 and 162

160. The object of sections 161 and 162 is:
(a) to abolish the doctrine of ultra vires in its application to companies; and
(b) without affecting the validity of a company's dealings with outsiders, to ensure that the company's officers and members give effect to provisions of the company's constitution relating to objects or powers of the company; and those sections shall be construed, and have effect, accordingly.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 161
Legal capacity

161. (1) A company has, both within and outside Australia, the legal capacity of a natural person and, without limiting the generality of the foregoing, has, both within and outside Australia, power:
(a) to issue and allot fully or partly paid shares in the company;
(b) to issue debentures of the company;
(c) to distribute any of the property of the company among the members, in kind or otherwise;
(d) to give security by charging uncalled capital;
(e) to grant a floating charge on property of the company;
(f) to procure the company to be registered or recognised as a body corporate in any place outside Australia; and
(g) to do any other act that it is authorised to do by any other law (including a law of a foreign country).

(2) Subsection (1) has effect in relation to a company:
(a) subject to this Act (other than subsection 162 (1) );
(b) in a case where the company's constitution contains an express or implied restriction on, or an express or implied prohibition of, the exercise by the company of any of its powers-despite any such restriction or prohibition;
(c) in a case where the memorandum of the company contains a provision stating the objects of the company-despite that fact; and
(d) despite subsection 162 (1).

(3) The fact that the doing of an act by a company would not be, or is not, in its best interests does not affect its legal capacity to do the act.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 162
Restrictions on companies

162. (1) A company's constitution may contain an express restriction on, or an express prohibition of, the exercise by the company of a power of the company.

(2) Where:
(a) a company exercises a power contrary to an express restriction on, or an express prohibition of, the exercise of that power, being a restriction or prohibition contained in the company's constitution; or
(b) the memorandum of a company contains a provision stating the objects of the company and the company does an act otherwise than in pursuance of those objects; the company contravenes this subsection.

(3) An officer of a company who is involved in a contravention by the company of subsection (2) contravenes this subsection.

(4) A person who contravenes subsection (2) or (3) is not guilty of an offence.

(5) Where, by exercising a power as mentioned in paragraph (2) (a), or by doing an act as mentioned in paragraph (2) (b), a company contravenes subsection (2), the exercise of the power, or the act, as the case may be, is

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not invalid merely because of the contravention.

(6) An act of an officer of a company is not invalid merely because, by doing the act, the officer contravenes subsection (3).

(7) The fact that:
(a) by exercising a power as mentioned in paragraph (2) (a), or by doing an act as mentioned in paragraph (2) (b), a company contravened, or would contravene, subsection (2); or
(b) by doing a particular act, an officer of a company contravened, or would contravene, subsection (3); may be asserted or relied on only in:
(c) a prosecution of a person for an offence against this Act;
(d) an application for an order under section 230;
(e) an application for an order under section 260;
(f) an application for an injunction under section 1324 to restrain the company from entering into an agreement;
(g) proceedings (other than an application for an injunction) by the company, or by a member of the company, against the present or former officers of the company; or
(h) an application by the Commission or by a member of the company for the winding up of the company.

(8) Where, if subsection (7) had not been enacted, the Court would have power under section 1324 to grant, on the application of a person, an injunction restraining a company, or an officer of a company, from engaging in particular conduct constituting a contravention of subsection (2) or (3), as the case may be, the Court may, on the application of that person, order the first-mentioned company, or the officer, as the case may be, to pay damages to that person or any other person.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 163
Application of certain State and Territory laws

163. (1) Despite the foreign companies law of a State or Territory, a company may carry on business in any State or Territory.

(2) Except as expressly provided in this Act, nothing in this Act is intended to exclude or limit the application, in relation to a company, of a law of a State or Territory, in so far as that law is capable of so applying concurrently with this Act.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 164
Persons having dealings with companies etc.

164. (1) A person having dealings with a company is, subject to subsection (4), entitled to make, in relation to those dealings, the assumptions referred to in subsection (3) and, in any proceedings in relation to those dealings, any assertion by the company that the matters that the person is so entitled to assume were not correct shall be disregarded.

(2) A person having dealings with a person who has acquired or purports to have acquired title to property from a company (whether directly or indirectly) is, subject to subsection (5), entitled to make, in relation to the acquisition or purported acquisition of title from the company, the assumptions referred to in subsection (3) and, in any proceedings in relation to those dealings, any assertion by the company or by the second-mentioned person that the matters that the first-mentioned person is so entitled to assume were not correct shall be disregarded.

(3) The assumptions that a person is, by virtue of subsection (1) or (2), entitled to make in relation to dealings with a company, or in relation to an acquisition or purported acquisition from a company of title to property, as the case may be, are:
(a) that, at all relevant times, the company's constitution has been complied with;
(b) that a person who appears, from returns lodged under section 242 or 335 or with a person under a law corresponding to section 242 or 335, to be a director, the principal executive officer or a secretary of the company has been duly appointed and has authority to exercise the powers and perform the duties customarily exercised or performed by a director, by the principal executive officer or by a secretary, as the case may be, of a company carrying on a business of the kind carried on by the company;
(c) that a person who is held out by the company to be an officer or agent of the company has been duly appointed and has authority to exercise the powers and perform the duties customarily exercised or performed by an officer of the kind concerned;
(d) that an officer or agent of the company who has authority to issue a document on behalf of the company has authority to warrant that the document is genuine and that an officer or agent of the company who has authority to issue a certified copy of a document on behalf of the company has authority to warrant that the copy is a true copy;
(e) that a document has been duly sealed by the company if:
(i) it bears what appears to be an impression of the seal of the company; and
(ii) the sealing of the document appears to be attested by 2 persons,
being persons one of whom, by virtue of paragraph (b) or (c), may be assumed to be a director of the company and the other of whom, by virtue of paragraph (b) or (c), may be assumed to be a director or to be a secretary of the company; and (f) that the directors, the principal executive officer, the secretaries, the employees and the agents of the company properly perform

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their duties to the company.

(4) Despite subsection (1), a person is not entitled to make an assumption referred to in subsection (3) in relation to dealings with a company if:
(a) the person has actual knowledge that the matter that, but for this subsection, the person would be entitled to assume is not correct; or
(b) the person's connection or relationship with the company is such that the person ought to know that the matter that, but for this subsection, the person would be entitled to assume is not correct; and where, by virtue of this subsection, a person is not entitled to make a particular assumption in relation to dealings with a company, subsection (1) has no effect in relation to any assertion by the company in relation to the assumption.

(5) Despite subsection (2), a person is not entitled to make an assumption referred to in subsection (3) in relation to an acquisition or purported acquisition from a company of title to property if:
(a) the person has actual knowledge that the matter that, but for this subsection, the person would be entitled to assume is not correct; or
(b) the person's connection or relationship with the company is such that the person ought to know that the matter that, but for this subsection, the person would be entitled to assume is not correct; and where, by virtue of this subsection, a person is not entitled to make a particular assumption in relation to dealings with a company, subsection (2) has no effect in relation to any assertion by the company or by any other person in relation to the assumption.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 165
Lodgment of documents etc. not to constitute constructive notice

165. (1) Subject to subsection (2), a person shall not be taken to have knowledge of:
(a) a company's memorandum or articles or any of the contents of a company's memorandum or articles;
(b) a document or the contents of a document; or
(c) any particulars; merely because of either or both of the following:
(d) the memorandum, the articles, the document or the particulars has or have been lodged with the Commission, or lodged with a person under a law corresponding to a provision of this Act;
(e) the memorandum, the articles, the document or the particulars is or are referred to in any other document that has been lodged with the Commission, or lodged with a person under a law corresponding to a provision of this Act.
(2) Subsection (1) does not apply in relation to a document, or in relation to the contents of a document, that has been lodged under Division 2 of Part 3.5, or with a person under a law corresponding to that Division, to the extent that the document relates to a charge that is registrable under that Division or law.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 166
Effect of fraud

166. Section 164 operates:
(a) to entitle a person to make the assumptions referred to in subsection (3) of that section in relation to dealings with a company; or
(b) to entitle a person to make the assumptions referred to in subsection (3) of that section in relation to an acquisition or purported acquisition (whether direct or indirect) of title to property from a company; even if a person referred to in paragraph 164 (3) (b), (c) or (e) or an officer, agent or employee of the company referred to in paragraph 164 (3) (d) or (f):
(c) has acted or is acting fraudulently in relation to the dealings, or in relation to the acquisition or purported acquisition of title to property from the company, as the case may be; or
(d) has forged a document that appears to have been sealed on behalf of the company; unless the person referred to in paragraph (a) or (b) of this section has actual knowledge that the person referred to in paragraph 164 (3) (b), (c) or (e), or the officer, agent or employee of the company referred to in paragraph 164 (3) (d) or (f), has acted or is acting fraudulently, or has forged a document, as mentioned in paragraph (c) or (d) of this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 2
Division 2-Changes of status

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 167
Change of status

167. (1) Subject to this section:
(a) an unlimited company may convert to a limited company if:
(i) in any case-it was not, within the previous 3 years, a limited
company that became an unlimited company under paragraph (e); and
(ii) in the case of a Division 2 company-it was not, within the previous 3 years, a limited company within the meaning of a law corresponding to paragraph (e) that became under that law an unlimited company within the meaning of that law;
(b) a no liability company all the issued shares in which are fully paid up may convert to a company limited by shares;
(c) a company limited by shares may convert to a company limited both by shares and by guarantee;
(d) a company limited by guarantee may convert to a company limited both by shares and by guarantee; and
(e) a limited company may convert to an unlimited company.
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(2) Where a company lodges a written application for a change of status as provided by subsection (1) and, subject to subsections 173 (1), (2) and (3) as applied by subsection (7) of this section, lodges with the application the necessary documents, the Commission shall issue to the company a certificate of registration:
(a) appropriate to the change of status applied for; and
(b) specifying, in addition to the particulars prescribed in respect of a certificate of registration of a company of that status, that the certificate is issued under this section; and, on the issue of such a certificate, the company is a company having the status specified in the certificate.

(3) In subsections (2) and (5), "necessary documents", in relation to an application under that subsection, means:
(a) a printed copy of a special resolution of the company:
(i) resolving to change the status of the company and specifying the
status sought;
(ii) making such alterations to the memorandum of the company as are
necessary to bring the memorandum into conformity with the requirements of this Act relating to the memorandum of a Division 1 company of the status sought;
(iii) if the company has articles otherwise than by virtue of subsection
175 (2)-making such alterations and additions (if any) to the articles as are necessary to bring the articles into conformity with the requirements of this Act relating to the articles of a Division 1 company of the status sought;
(iv) otherwise-adopting such articles (if any) as are required by this Act to be registered in respect of a Division 1 company of the status sought or are proposed by the company as the registered articles of the company upon the change in its status; and
(v) changing the name of the company to a name by which it could be
registered as a Division 1 company of the status sought;
(b) if, by a special resolution of a kind referred to in paragraph (a), the memorandum of the company is altered or the articles of the company are altered or added to, or articles are adopted by the company-a printed copy of the memorandum as altered, the articles as altered or added to, or the articles adopted, as the case may be;
(c) if the application is by a Table A proprietary company and:
(i) the articles of the company are neither altered nor added to; and
(ii) no articles are adopted;
by a special resolution of a kind referred to in paragraph (a)-a printed
copy of the company's articles; and
(d) in the case of an application by a limited company to convert to an unlimited company:
(i) the prescribed form of assent to the application subscribed by or on
behalf of all the members of the company; and
(ii) a statement in writing by a director or secretary of the company
verifying that the persons by whom or on whose behalf such a form of assent is subscribed constitute the whole membership of the company and, if a member has not subscribed the form in person, that the director or secretary making the statement has taken all reasonable steps to satisfy himself or herself that each person who subscribed the form was lawfully empowered so to do.

(4) Where the status of a company is changed under to this section, notice of the change of status shall be published by the company in such manner (if any) as the Commission directs.

(5) The provisions of subsections 171 (2) to (10), inclusive, do not apply in relation to an application under this section or in relation to necessary documents in relation to such an application.

(6) A special resolution passed for the purposes of an application under this section takes effect only on the issue under this section of a certificate of registration of the company to which the resolution relates.

(7) With such modifications as are necessary, subsections 172 (6) to (10), inclusive, and section 173 apply to and in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution relating to a change of status as if it were a special resolution under section 172.

(8) A change in the status of a company under this section does not operate:
(a) to create a new legal entity;
(b) to prejudice or affect the identity of the body corporate constituted by the company or its continuity as a body corporate;
(c) to affect the property, or the rights or obligations, of the company; or
(d) to render defective any legal proceedings by or against the company; and any legal proceedings that could have been continued or commenced by or against the company before the change in its status may, notwithstanding the change in its status, be continued or commenced by or against it after the change in its status.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 168
Change from public to proprietary company or vice versa

168. (1) A public company having a share capital (other than a no liability
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company) may convert to a proprietary company by lodging a copy of a special resolution:
(a) determining to convert to a proprietary company and specifying an appropriate alteration to its name; and
(b) altering its constitution so far as is necessary to ensure that the constitution includes proprietary company provisions.

(2) A proprietary company may, subject to its constitution, convert to a public company by lodging:
(a) a copy of a special resolution determining to convert to a public company and specifying an appropriate alteration to its name; and
(b) in the case of a Table A proprietary company-a copy of its memorandum and of its articles (if any); and thereupon the proprietary company provisions included, or deemed to be included, in its constitution, cease to form part of its constitution.

(3) On compliance by a company with subsection (1) or (2) and on the issue of a certificate of registration of the company altered accordingly, the company is a proprietary company or a public company, as the case requires.

(4) With such modifications as are necessary, subsections 172 (6) to (10), inclusive, and section 173 apply in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution relating to the conversion of a company under subsection (1) or (2) of this section as if it were a special resolution under section 172.

(5) A conversion of a company under subsection (1) or (2) does not operate:
(a) to create a new legal entity;
(b) to prejudice or affect the identity of the body corporate constituted by the company or its continuity as a body corporate;
(c) to affect the property, or the rights or obligations, of the company; or
(d) to render defective any legal proceedings by or against the company; and any legal proceedings that could have been continued or commenced by or against the company before the conversion may, despite the conversion, be continued or commenced by or against it after the conversion.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 169
Registration of Table A proprietary company's constitution after change of
status

169. Where a Table A proprietary company changes its status under section 167 or 168, the Commission shall register the memorandum, and the articles, of the company that were lodged under that section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 170
Default in complying with requirements as to proprietary companies

170. (1) Where, on application by the Commission with respect to a proprietary company or by a member or creditor of a proprietary company, the Court is satisfied that default has been made in relation to the company in complying with a prohibition of a kind specified in paragraph 116 (c) or (d) that is included, or is deemed to be included, in the company's constitution, the Court may, by order, determine that, on such date as the Court specifies in its order, the company ceased to be a proprietary company.

(2) Where:
(a) default has been made in relation to a proprietary company in complying with a limitation of a kind specified in paragraph 116 (b) that is included, or is deemed to be included, in the company's constitution;
(b) a proprietary company has been convicted of an offence under subsection (7) of this section;
(c) a proprietary company purports to alter its constitution in such a way that the constitution would no longer include proprietary company provisions; or (d) a proprietary company has ceased to have a share capital; the Commission may, by notice in writing served on the company, determine that, on such date as is specified in the notice, the company ceased to be a proprietary company.

(3) Where, under this section, the Court or the Commission determines that a company has ceased to be a proprietary company:
(a) the company is a public company and shall be deemed to have been a public company on and from the date specified in the order or notice;
(b) the company shall, on the date so specified, be deemed to have changed its name by the omission from the name of the word "Proprietary" or the abbreviation "Pty.", as the case requires; and
(c) if an order has been made under subsection (1)-the company shall, within 14 days after the date of the order, lodge an office copy of the order.

(4) Where the Court is satisfied that a default or alteration referred to in subsection (1) or (2) has occurred but that it was accidental or due to inadvertence or to some other sufficient cause or that on other grounds it is just and reasonable to grant relief, the Court may, on such terms and conditions as to the Court seem just and expedient, determine that the company has not ceased to be a proprietary company.

(5) A company that, by virtue of a determination made under this section, has become a public company shall not convert to a proprietary company without the leave of the Court.

(6) Where a subscription for shares in or debentures of, or a deposit of money with, a proprietary company is arranged by or through a solicitor, broker, agent or any other person (whether an officer of the company or not)

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who invites the public to make use of his, her or its services in arranging investments or holds himself, herself or itself out to the public as being in a position to arrange investments, the company and any person, including any officer of the company, who is a party to the arrangement each contravene this subsection.

(7) Where default is made in relation to a proprietary company in complying with any of the proprietary company provisions that are included, or deemed to be included, in the company's constitution, the company contravenes this subsection.

(8) An act or transaction is not invalid merely because of contravention of either or both of subsections (6) and (7).

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 3
Division 3-Memorandum and articles

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 171
General provisions as to alteration of memorandum

171. (1) The memorandum of a company may be altered to the extent, and in the manner, provided by this Act but not otherwise.

(2) Subject to any other provision of this Act requiring a resolution of a company, an order of the Court, or any other document, affecting the memorandum of a company to be lodged, the company shall, within 14 days after the passing of any such resolution, the making of any such order or the execution of any such document, lodge a copy of the resolution, an office copy of the order or a copy of the document, as the case may be.
(3) Subsection (2) does not apply in relation to a Table A proprietary company in relation to a resolution, order or document unless it affects the company's memorandum in relation to the company's name, share capital, or status as a proprietary company.

(4) On being required by the Commission to do so, a Table A proprietary company shall lodge a printed copy of its memorandum, even if the memorandum has not been altered.

(5) Where an alteration or alterations in the memorandum of a company has or have been made, the company shall, on being required by the Commission to do so, lodge a printed copy of the memorandum as altered by the alteration or alterations.

(6) In subsection (5):
"alteration", in relation to a company's memorandum, includes, in the case of a Division 2 or 3 company, an alteration made before the company's registration day.

(7) The Commission shall register a resolution, order or other document lodged under this Act that affects the memorandum of a company.
(8) Subject to this Act, where a resolution of a company, an order of the Court, or any other document, affects a company's memorandum, the alteration of the memorandum to which the resolution, order or document relates shall take effect:
(a) if this Act requires the resolution, order or document to be lodged-on, and not before, the resolution, order or document is registered under subsection (7); or
(b) otherwise-on the day on which the resolution is passed, the order is made or the document is executed, as the case may be, or on such later day as the resolution, order or document specifies.

(9) Where a resolution, order or other document has been registered by the Commission under subsection (7), the Commission shall:
(a) in the case of an order-certify the registration of the order; and
(b) in the case of a resolution or other document-if so requested by the company, certify the registration of the resolution or document.

(10) A certificate of the Commission as to the registration of an order is conclusive evidence that all the requirements of this Act with respect to the alteration to which the order relates and any confirmation of that alteration have been complied with.

(11) Notice of the registration shall be published in such manner (if any) as the Court or the Commission directs.

(12) The Commission shall, where appropriate, issue a certificate of registration of the company in accordance with the alteration made to the memorandum.

(13) The Commission shall keep a copy of a certificate issued under subsection (12), and subsections 1274 (2) and (5) apply to that copy as if it were a document lodged with the Commission.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 172
Alterations of memorandum

172. (1) Subject to this section, a company may, by special resolution, alter the memorandum of the company:
(a) if the memorandum contains a provision stating the objects of the company-by altering or omitting that provision;
(b) if the memorandum does not contain a provision stating the objects of the company-by inserting in the memorandum a provision stating the objects of the company; or
(c) in any case-by altering, omitting or inserting any other provision with respect to the objects of the company or any provision with respect to the powers of the company.

(2) Subject to this section, subsection 180 (3) and section 260, if a

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provision of the memorandum of a company could lawfully have been contained in the articles of the company, the company may, by special resolution, alter the memorandum:
(a) unless the memorandum prohibits the alteration of that provision-by altering that provision; or
(b) unless the memorandum prohibits the omission of that provision-by omitting that provision.

(3) The memorandum of a company may provide that a special resolution altering, adding to or omitting a provision contained in the memorandum, being a provision that could lawfully have been contained in the articles of the company, does not have any effect unless and until a further requirement specified in the memorandum has been complied with.

(4) Without limiting the generality of subsection (3), the further requirement referred to in that subsection may be a requirement:
(a) that the relevant special resolution be passed by a majority consisting of a greater number of members than is required to constitute the resolution as a special resolution;
(b) that the consent or approval of a particular person be obtained; or
(c) that a particular condition be fulfilled.

(5) Nothing in subsection (2) permits the alteration or omission of a provision of the memorandum of a company that relates to rights to which only members in a particular class of members are entitled.

(6) Notice of a general meeting specifying the intention to propose, as a special resolution, a resolution for the alteration of the memorandum of a company, being an alteration provided for by subsection (1), shall be given:
(a) to all members;
(b) to all trustees for debenture holders; and
(c) if there are no trustees for, or for a particular class of, debenture holders-to all debenture holders, or all debenture holders in that class, as the case may be, whose names are, at the time of the posting of the notice, known to the company.

(7) The Court may, in the case of any person or class of persons, for such reasons as seem sufficient to the Court, dispense with the notice referred to in subsection (6).

(8) If an application for the cancellation of an alteration of the memorandum of a company is made to the Court in accordance with this section by:
(a) in the case of an alteration provided for by subsection (1)-the holders of not less than 10% in nominal value of the company's debentures; or
(b) in any case-the holders of not less, in the aggregate, than 10% in nominal value of the company's issued share capital or any class of that capital or, if the company is not limited by shares, not less than 10% of the company's members; the alteration does not have any effect except so far as it is confirmed by the Court.

(9) The application shall be made within 21 days after the date on which the resolution altering the memorandum of the company was passed, and may be made, on behalf of the persons entitled to make the application, by such one or more of their number as they appoint in writing for the purpose.

(10) On the application, the Court shall have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors and may do any or all of the following:
(a) adjourn the proceedings so that an arrangement may be made to the satisfaction of the Court for the purchase (otherwise than by the company or a subsidiary of the company) of the interests of dissentient members;
(b) give directions and make orders for facilitating or carrying into effect any such arrangement;
(c) make an order cancelling the alteration or confirming the alteration either wholly or in part and on specified terms and conditions.

(11) A reference in this section to a provision of the memorandum of a company that could lawfully have been contained in the articles of the company is, in the case of a memorandum of a Division 2 or 3 company, a reference to a provision of the memorandum of the company that could lawfully have been contained in the articles of the company if the memorandum and articles of the company had originally been registered under this Act.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 173
Lodging, and taking effect, of resolutions passed under section 172

173. (1) Where a resolution altering a company's memorandum as provided by subsection 172 (1) or (2) is passed, this section has effect despite any other provision of this Act.

(2) If this Act requires a copy of the resolution to be lodged, the company shall:
(a) if no application is made to the Court in accordance with section 172-lodge such a copy within 14 days after the end of the period of 21 days after the day on which the resolution is passed; or
(b) otherwise-lodge such a copy, together with an office copy of the order of the Court, within 14 days after:
(i) the end of that period of 21 days; or
(ii) the Court determines the application;
whichever happens later.

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(3) Otherwise, the resolution shall not take effect before the end of 21 days after the day on which the resolution is passed.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 174
Effect of memorandums of certain Division 2 companies

174. (1) In this section:
"entrenchable provision", in relation to the memorandum of a body corporate, means a provision of the memorandum that could lawfully have been contained in the body's articles;
"translation day", in relation to a company of a State or Territory, means:
(a) except in the case of a company of the Northern Territory or an
external Territory-1 January 1984;
(b) in the case of a company of the Northern Territory-1 January 1984 or,
if another day is prescribed, that other day; or
(c) in the case of a company of an external Territory-the day prescribed
in relation to that Territory.

(2) Where:
(a) a company of a State or Territory is registered as a company under Division 2 of Part 2.2; and
(b) throughout the period beginning immediately before the company's translation day and ending immediately before its registration day, the company's memorandum:
(i) prohibited the alteration of an entrenchable provision; or
(ii) provided as mentioned in a law corresponding to subsection 172 (3) in respect of a special resolution altering or adding to an entrenchable provision; then, so long as it continues so to prohibit, or so to provide, the company's memorandum shall be deemed:
(c) also to prohibit the omission of the entrenchable provision; or
(d) also to provide to the same effect in respect of a special resolution omitting the entrenchable provision; as the case may be.

(3) Subsection (2) has effect in relation to a memorandum except so far as the memorandum expressly provides to the contrary.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 175
Articles adopting Table A or B

175. (1) Articles may:
(a) in the case of a company other than a no liability company-adopt all or any of the regulations contained in Table A; or
(b) in the case of a no liability company-adopt all or any of the regulations contained in Table B.

(2) Where a Division 1 company is a company limited by shares, the regulations contained in Table A, except in so far as they are excluded or modified by articles of the company that are registered, or signed or made, as the case requires, under section 125, shall be, so far as applicable, the company's articles in the same manner, and to the same extent, as if they were contained in registered articles.

(3) Except in so far as the regulations contained in Table A are excluded or modified by, or are otherwise inconsistent with, provisions that are proved for the purposes of a proceeding in an Australian court to be included (otherwise than by virtue of subsection (2)) at a particular time in the articles of a Table A proprietary company, those regulations shall be deemed for the purposes of that proceeding to have been included in the company's articles at that time.

(4) In the case of a Division 1 company that is a no liability company, if articles are not registered, or if articles are registered then in so far as they do not exclude or modify the regulations contained in Table B, those regulations shall, so far as applicable, be the articles of the company in the same manner, and to the same extent, as if they were contained in registered articles.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 176
Alteration of articles

176. (1) Subject to this Act, a company may by special resolution alter or add to its articles.

(2) The memorandum of a company may provide that a special resolution altering or adding to the articles of the company does not have any effect unless and until a further requirement specified in the memorandum has been complied with.

(3) Without limiting the generality of subsection (2), the further requirement referred to in that subsection may be a requirement:
(a) that the relevant special resolution be passed by a majority consisting of a greater number of members than is required to constitute the resolution as a special resolution;
(b) that the consent or approval of a particular person be obtained; or
(c) that a particular condition be fulfilled.

(4) Subject to this Act, an alteration or addition so made in the articles is, on and from the date of the special resolution or such later date as is specified in the resolution, as valid as if originally contained in the articles and is subject in like manner to alteration by special resolution.

(5) Subject to this section, a company has the power, and shall be deemed always to have had the power, to amend its articles:

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(a) unless it is a no liability company-by the adoption of all or any of the regulations contained in Table A; or
(b) if it is a no liability company-by the adoption of all or any of the regulations contained in Table B; by reference only to the regulations in the Table or to the numbers of particular regulations contained in the Table, without being required in the special resolution effecting the amendment to set out the text of the regulations so adopted.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 177
Deemed proprietary company provisions

177. (1) Where, but for this section, a proprietary company's constitution would not include proprietary company provisions, the company's articles shall be deemed to include:
(a) if no provision of the constitution restricts the right to transfer shares in the company-a provision prohibiting the transfer of such shares except to a person approved by the directors; and
(b) in any case-such other restrictions, limitations and prohibitions as are necessary for the articles to include proprietary company provisions.

(2) A restriction, limitation or prohibition that is deemed by subsection (1) to be included in a company's articles shall, in so far as it is inconsistent with another provision of the company's constitution, prevail.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 178
Alteration of proprietary company provisions

178. A proprietary company may, by special resolution, alter any of the proprietary company provisions included, or deemed to be included, in its constitution, but not so that the constitution ceases to contain proprietary company provisions.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 179
Constitution of companies limited by guarantee

179. (1) In the case of a company limited by guarantee and not having a share capital, a provision in the constitution, or in a resolution, of the company purporting to give a person a right to participate in the divisible profits of the company otherwise than as a member is void.

(2) For the purposes of the provisions of this Act relating to the memorandum of a company limited by guarantee and of this section, a provision in the constitution, or in a resolution, of a company limited by guarantee purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital even if the nominal amount or number of the shares or interests is not specified.

(3) This section does not apply in relation to a Division 2 company that was originally incorporated:
(a) before 1 October 1954 under the company law of the Capital Territory;
(b) before 1 January 1937 under the company law of New South Wales;
(c) before 31 January 1911 under the company law of Victoria;
(d) before 21 March 1932 under the company law of Queensland;
(e) before 1 March 1935 under the company law of South Australia;
(f) before 5 October 1962 under the company law of Western Australia;
(g) before 1 February 1921 under the company law of Tasmania;
(h) before 1 March 1935 under the company law of the Northern Territory; or
(j) before the prescribed day in relation to an external Territory under the company law of that Territory.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 180
Operation of memorandum and articles

180. (1) Subject to this Act, the constitution of a company has the effect of a contract under seal:
(a) between the company and each member;
(b) between the company and each eligible officer; and
(c) between a member and each other member; under which each of the above-mentioned persons agrees to observe and perform the provisions of the constitution as in force for the time being so far as those provisions are applicable to that person.

(2) Subject to section 385, any money payable by a member of a company to the company under the company's constitution is a debt from the member to the company and is of the nature of a specialty debt according to the law of the Capital Territory.

(3) A member of a company, unless either before or after the alteration is made the member agrees in writing to be bound by it, is not bound by an alteration of the constitution made after the date on which the member became a member so far as the alteration:
(a) requires the member to take or subscribe for more shares than the number held by the member at the date of the alteration;
(b) in any way increases the member's liability as at the date of the alteration to contribute to the share capital of, or otherwise to pay money to, the company; or
(c) increases, or imposes, restrictions on the right to transfer the shares held by the member at the date of the alteration.

(4) Subsection (3) does not apply in relation to an alteration of the constitution of a public company having a share capital (other than a no liability company) if the alteration:
(a) is made by virtue of a special resolution of the kind referred to in

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subsection 168 (1); and
(b) is necessary to ensure that the constitution includes proprietary company provisions.

(5) In this section, "eligible officer", in relation to a company, means a director, the principal executive officer or a secretary of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 181
Copies of memorandum and articles

181. (1) A company shall, on being so required by a member, send to the member a copy of the memorandum and of the articles (if any) of the company:
(a) if the company requires the payment of an amount not exceeding the prescribed amount-within the period of 21 days after the payment is received by the company; or
(b) otherwise-within the period of 21 days after the request was made; or within that period as extended by the Commission.
(2) On being required by the Commission to do so, a Table A proprietary company shall lodge a printed copy of its articles (if any), even if they have not been altered.

(3) Where an alteration of the memorandum or articles of a company has been made, the company shall not issue a copy of the memorandum or articles after the date of alteration unless:
(a) the copy is in accordance with the memorandum or articles as altered by the alteration; or
(b) a printed copy of the order or resolution making the alteration is annexed to the copy of the memorandum or articles and the particular clauses or articles affected are indicated in ink.

(4) Where an alteration or alterations in the articles of a company has or have been made, the company shall, on being required by the Commission to do so, lodge a printed copy of the articles as altered by the alteration or alterations.

(5) In subsections (3) and (4):
"alteration", in relation to a company's memorandum or articles, includes, in the case of a Division 2 or 3 company, an alteration made before the company's registration day.

(6) Where an agreement a copy of which:
(a) is required, or would but for subsection 256 (2) be required, to be lodged under section 256; or
(b) was required to be lodged with a person under a law corresponding to section 256; affects the memorandum or articles of a company, the company shall not, after the agreement is entered into, issue or lodge a copy of the memorandum or articles unless a copy of the agreement is annexed to the copy of the memorandum or articles.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 4
Division 4-Transactions on a company's behalf

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 182
Confirmation of contracts and authentication and execution of documents

182. (1) So far as concerns the formalities of making, varying or discharging a contract, a person acting under the express or implied authority of a company may make, vary or discharge a contract in the name of, or on behalf of, the company in the same manner as if that contract were made, varied or discharged by a natural person.

(2) The making, variation or discharging of a contract in accordance with subsection (1) is effectual in law and binds the company and other parties to the contract.

(3) A contract or other document executed, or purporting to have been executed, under the common seal of a company is not invalid merely because a person attesting the affixing of the common seal was in any way, whether directly or indirectly, interested in that contract or other document or in the matter to which that contract or other document relates.

(4) This section does not prevent a company from making, varying or discharging a contract under its common seal.

(5) This section does not apply in relation to a Division 2, 3 or 4 company in relation to the making, variation or discharging of a contract before the company's registration day, but applies otherwise in relation to such a company whether it gives its authority before, on or after that day.

(6) This section does not affect the operation of a law that requires some consent or sanction to be obtained, or some procedure to be complied with, in relation to the making, variation or discharge of a contract.

(7) A document or proceeding requiring authentication by a company may be authenticated by the signature of an officer of the company and need not be authenticated under the common seal of the company.

(8) A company may, by writing under its common seal, empower a person, either generally or in respect of a specified matter or specified matters, as its agent or attorney to execute deeds on its behalf, and a deed signed by such an agent or attorney on behalf of the company and under his, her or its seal or, subject to subsections (10) and (11), under the appropriate official seal of the company, binds the company and has the same effect as if it were under the common seal of the company.

(9) The authority of an agent or attorney empowered under subsection (8), as between the company and a person dealing with him, her or it, continues during the period (if any) mentioned in the instrument conferring the authority or,

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if no period is so mentioned, until notice of the revocation or termination of his, her or its authority has been given to the person dealing with him, her or it.

(10) A company may, if authorised by its articles, have for use in place of its common seal outside the State or Territory where its common seal is kept one or more official seals, each of which shall be a facsimile of the common seal of the company with the addition on its face of the name of every place where it is to be used.

(11) The person affixing such an official seal shall, in writing signed by the person, certify on the instrument to which it is affixed the date on which and the place at which it is affixed.

(12) A document sealed with such an official seal shall be deemed to be sealed with the common seal of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 183
Ratification of contracts made before formation of company

183. (1) In this section:
(a) a reference to a non-existent company purporting to enter into a contract is a reference to:
(i) a person executing a contract in the name of a company, where no such company exists; or
(ii) a person purporting to enter into a contract as agent or trustee for
a proposed company;
(b) a reference to a person who purports to execute a contract on behalf of a non-existent company shall be construed as a reference to a person who executes a contract or purports to enter into a contract as mentioned in subparagraph (a) (i) or (ii);
(c) a reference, in relation to the purported entry into a contract by a non-existent company, to the formation of the company is a reference to:
(i) if a person has executed a contract in the name of a company and no
such company exists-the registration, under Division 1 of Part 2.2, of a company that, having regard to all the circumstances, is reasonably identifiable with the company in the name of which the person executed the contract; or
(ii) if a person has purported to enter into a contract as agent or
trustee for a proposed company-the registration, under Division 1 of Part 2.2, of a company that, having regard to all the circumstances, is reasonably identifiable with the proposed company.

(2) Where:
(a) a non-existent company purports to enter into a contract; and
(b) the company is formed within a reasonable time after the contract is purported to be entered into; the company may, within a reasonable time after it is formed, ratify the contract.

(3) Where a company ratifies a contract as provided by subsection (2), the company is bound by, and entitled to the benefit of, that contract as if the company had been formed before the contract was entered into and had been a party to that contract.

(4) Where a non-existent company purports to enter into a contract and:
(a) the company is not formed within a reasonable time after the contract is purported to be entered into; or
(b) the company is formed within such a reasonable time but does not ratify the contract within a reasonable time after the company is formed; the other party or each of the other parties to the contract may, subject to subsection (6) and (9), recover from the person or any one or more of the persons who purported to execute the contract on behalf of the non-existent company an amount of damages equivalent to the amount of damages for which that party could have obtained a judgment against the company if:
(c) where the company has not been formed as mentioned in paragraph (a)-the company had been formed, and had ratified the contract as provided by subsection (2); or
(d) where the company has been formed as mentioned in paragraph (b)-the company had ratified the contract as provided by subsection (2); and the contract had been discharged by a breach constituted by the refusal or failure of the company to perform any obligations under the contract.

(5) Where:
(a) proceedings are brought to recover damages under subsection (4) in relation to a contract purported to be entered into by a non-existent company; and
(b) the company has been formed; the court in which the proceedings are brought may, if it thinks it just and equitable to do so, make either or both of the following:
(c) an order directing the company to transfer or pay to a specified party to the contract a specified property, or specified amount not exceeding the value of any benefit, received by the company as a result of the contract;
(d) an order that the company pay the whole or a specified portion of any damages that, in those proceedings, the defendant has been, or is, found liable to pay.

(6) Where, in proceedings to recover damages under subsection (4) in relation to a contract purported to be entered into by a non-existent company,

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the court in which the proceedings are brought makes an order under paragraph (5) (c), the court may refuse to award any damages in the proceedings or may award an amount of damages that is less than the amount that the court would have awarded if the order had not been made.

(7) Where:
(a) a non-existent company purports to enter into a contract;
(b) the company is formed, and ratifies the contract as provided by subsection (2);
(c) the contract is discharged by a breach of the contract constituted by a refusal or failure of the company to perform all or any of its obligations under the contract; and
(d) the other party or any one or more of the other parties to the contract brings or bring proceedings against the company for damages for breach of the contract; the court in which the proceedings are brought may, subject to subsection (9), if it thinks it just and equitable to do so, order the person or any one or more of the persons who purported to execute the contract on behalf of the company to pay to the person or persons by whom the proceedings are brought the whole or a specified portion of any damages that the company has been, or is, found liable to pay to the person or persons by whom the proceedings are brought.

(8) Where a person purports, whether alone or together with another person or other persons, to execute a contract on behalf of a non-existent company, the other party to the contract, or any of the other parties to the contract, may, by writing signed by that party, release the first-mentioned person from any liability in relation to the contract.

(9) Where a person has, as provided by subsection (8), released another person from liability in relation to a contract that the other person purported to execute on behalf of a non-existent company, then:
(a) notwithstanding subsection (4), the first-mentioned person is not entitled to recover damages from the other person in relation to that contract; and
(b) a court shall not, in proceedings under subsection (7), order the other person to pay to the first-mentioned person any damages, or any proportion of the damages, that the company has been, or may be, found liable to pay to that first-mentioned person.

(10) Where:
(a) a non-existent company purports to enter into a contract;
(b) the company is formed; and
(c) the company and the other party or other parties to the contract enter into a contract in substitution for the first-mentioned contract; any liabilities to which the person who purported to execute the first-mentioned contract on behalf of the company is subject under this section in relation to the first-mentioned contract (including liabilities under an order made by a court under this section) are, by force of this subsection, discharged.

(11) Any rights or liabilities of a person under this section (including rights or liabilities under an order made by a court under this section) in relation to a contract are in substitution for any rights that the person would have, or any liabilities to which the person would be subject, as the case may be, apart from this section, in relation to the contract.

(12) Where:
(a) a person purports to enter into a contract as trustee for a proposed company; and
(b) the company is formed within a reasonable time after the person purports to enter into the contract but does not ratify the contract within a reasonable time after the company is formed; then, despite any rule of law or equity, the trustee does not have any right or indemnity against the company in respect of the contract.

(13) For the purposes of this section, a contract may be ratified by a company in the same manner as a contract may be made by a company under section 182, and section 182 has effect as if:
(a) a reference in that section to making a contract were a reference to ratifying a contract; and
(b) the reference in subsection 182 (3) to a contract executed, or purporting to have been executed, under the common seal of a company were a reference to a contract ratified, or purporting to have been ratified, under the common seal of a company.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 2.4
PART 2.4-MEMBERSHIP AND SHARE CAPITAL

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 1
Division 1-Membership generally

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 184
Membership of company

184. A person who agrees to become a member of a company and whose name is entered in the company's register of members becomes a member of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 185
Membership of holding company

185. (1) This section applies where a body corporate (in this section called the "subsidiary") is a subsidiary of a company (in this section called the "holding company").

(2) The subsidiary cannot be a member of the holding company.

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(3) An allotment or transfer to the subsidiary of shares in the holding company is void.

(4) A purported acquisition by the subsidiary of units of shares in the holding company is void.

(5) None of subsections (2), (3) and (4) applies where the subsidiary is concerned as a personal representative.

(6) None of subsections (2), (3) and (4) applies where the subsidiary is concerned as a trustee and neither the holding company nor any of its subsidiaries is beneficially interested under the trust except by way of a security given for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money, other than a transaction entered into with an associate of the holding company or of any of its subsidiaries.

(7) If:
(a) the holding company is a Division 2 company that was originally incorporated under the company law of a State or Territory;
(b) the subsidiary was a subsidiary, and a member, of the holding company at the commencement of:
(i) if that Territory is the Capital Territory-the Companies Ordinance
1962 of that Territory;
(ii) if the State is New South Wales-the Companies Act, 1961 of that
State;
(iii) if that State is Victoria-the Companies Act 1961 of that State;
(iv) if that State is Queensland-The Companies Act of 1961 of that State;
(v) if that State is South Australia-the Companies Act 1962-1981 of that
State;
(vi) if that State is Western Australia-the Companies Act 1961 of that
State;
(vii) if that State is Tasmania-the Companies Act 1962 of that State;
(viii) if that State is the Northern Territory-the Companies Act 1961 of
that State; or
(ix) if that Territory is an external Territory-a prescribed law, or a
prescribed previous law, of that Territory; and
(c) the subsidiary has been a subsidiary, and a member, of the holding company ever since that commencement; this section does not prevent the subsidiary from continuing to be such a member but, subject to subsections (5) and (6), the subsidiary does not have a right to vote at meetings of the holding company or of a class of members of the holding company.

(8) If subsection (7) does not apply but the subsidiary already held shares in the holding company at the time when it became a subsidiary of the holding company, this section does not prevent it from continuing to be a member of the holding company but, subject to subsections (5) and (6):
(a) the subsidiary does not have a right to vote at meetings of the holding company or of a class of members of the holding company; and
(b) within the period of 12 months after that time or within that period as extended by the Court, the subsidiary shall dispose of all its shares in the holding company.

(9) Subject to subsections (5) and (6), a reference in subsection (2), (3), (4), (7) or (8) to the subsidiary includes a reference to a nominee for the subsidiary.

(10) If the holding company is a company limited by guarantee or an unlimited company, a reference in this section to shares includes a reference to the interest of a member of the holding company as such a member, whatever the form of that interest and whether or not the holding company has a share capital.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 186
Prohibition of carrying on business with fewer than statutory minimum number of
members

186. (1) Where the number of members of a company (counting joint holders of shares as one person) is reduced:
(a) in the case of a proprietary company-below 2; or
(b) in the case of any other company-below 5; and the company carries on business for more than 6 months while the number is so reduced, a person who, at any time when the company so carries on business after those 6 months, is a member of the company and is aware that the company is carrying on business with fewer than 2 or 5 members, as the case may be:
(c) is severally liable for the payment of any debt of the company contracted at a time when:
(i) the company so carries on business after those 6 months; and
(ii) the person is a member;
and may be severally sued for payment of that debt; and
(d) contravenes this subsection.

(2) Subsection (1) does not apply in relation to a company the whole of the issued shares of which are held by a holding company that is a company.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 2
Division 2-Shares generally

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CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 187
Return as to allotments

187. (1) Where a company makes an allotment of its shares, or shares in a company are deemed to have been alloted under subsection (6), the company shall, within one month after the allotment is made or deemed to have been made, lodge a return of the allotment stating:
(a) the number and nominal amounts of the shares comprised in the allotment;
(b) the amount (if any) paid, deemed to be paid or due and payable on the allotment of each share;
(c) if the capital of the company is divided into shares of different classes-the class of shares to which each share comprised in the allotment belongs; and
(d) subject to subsection (2), the full name, or the surname together with at least one given name and the other initials, and the address of each of the allottees and the number and class of shares allotted to him, her or it.

(2) The particulars mentioned in paragraph (1) (d) need not be included in a return:
(a) where shares have been allotted for cash by a no liability company;
(b) where a company to which subsection 337 (1) applies has allotted shares for cash; or
(c) where a company to which subsection 337 (1) applies has allotted shares for a consideration other than cash and the number of persons to whom the shares have been allotted exceeds 500.

(3) Where shares in a company are allotted, or deemed to have been allotted, as fully or partly paid up otherwise than in cash and the allotment is made under a contract in writing, the company shall lodge with the return the contract evidencing the entitlement of the allottee or a certified copy of the contract.

(4) If a certified copy of a contract is lodged in accordance with subsection (3), the company shall produce to the Commission at the same time the original contract duly stamped.

(5) Where shares in a company are allotted, or are deemed to have been allotted, as fully or partly paid up otherwise than in cash and the allotment is made:
(a) under a contract not reduced to writing;
(b) under a provision of the company's constitution;
(c) in satisfaction of a dividend declared in favour of, but not payable in cash to, the shareholders; or
(d) pursuant to the application of money held by the company in an account or reserve in paying up or partly paying up unissued shares to which the shareholders have become entitled; the company shall lodge with the return a statement containing such particulars as are prescribed.

(6) For the purposes of this section, shares in a company that the subscribers to the memorandum have agreed in the memorandum to take shall be deemed to have been allotted to those subscribers on the date of the incorporation of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 188
Differences in calls and payments, reserve liability etc.

188. (1) A company, if so authorised by its articles, may:
(a) make arrangements on the issue of shares for varying the amounts and times of payment of calls as between shareholders;
(b) accept from a member the whole or a part of the amount remaining unpaid on any shares although no part of that amount has been called up; and
(c) unless it is a no liability company-pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

(2) A limited company may, by special resolution, determine that any portion of its share capital that has not been already called up is not capable of being called up except in the event, and for the purposes, of the company being wound up, and thereupon that portion of the company's share capital is not capable of being called up except in the event, and for the purposes, of the company being wound up, but no such resolution prejudices any rights acquired by a person before the passing of the resolution.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 189
Share warrants

189. A company shall not issue a share warrant.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 190
Power to issue shares at a discount

190. (1) A no liability company may issue shares at a discount.

(2) Subject to this section, a company other than a no liability company may issue at a discount shares in a class of shares already issued if:
(a) the issue of the shares at a discount:
(i) is authorised by resolution passed in general meeting of the company; and
(ii) is confirmed by order of the Court;
(b) the resolution specifies the maximum rate of discount at which the shares are to be issued;
(c) the shares are issued within the period of one month after the day on which the issue is confirmed by order of the Court or within that period as

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extended by the Court; and
(d) the shares are first offered to every holder of shares in that class in proportion to the number of shares in that class already held.

(3) The Court may, if having regard to all the circumstances of the case it thinks proper to do so, make an order confirming the issue on such terms and conditions as it thinks fit.

(4) If there is a prospectus relating to the issue of the shares, the company shall set out in the prospectus particulars of the discount allowed or of so much of that discount as has not been written off as at the day of the issue of the prospectus.

(5) An offer made for the purposes of paragraph (2) (d) shall be made by notice specifying the number of shares to which the member is entitled, and specifying a period, being not less than 21 days from the date of the notice, within which the offer may be accepted.

(6) If an offer in respect of shares made in accordance with subsection (5) is not accepted within the period specified by the notice, the shares may be issued on terms not more favourable than those offered to the shareholders.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 191
Issue of shares at a premium

191. (1) Where a company issues shares for which it receives a premium, whether in cash or in the form of other valuable consideration, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account to be called the "share premium account", and the provisions of this Act relating to the reduction of the share capital of a company, other than subsection 195 (6) apply, subject to this section, as if the share premium account were paid-up share capital of the company.

(2) The share premium account may be applied:
(a) in paying up unissued shares to be issued to members of the company as fully paid bonus shares;
(b) in paying up in whole or in part the balance unpaid on shares previously issued to members of the company;
(c) in the payment of dividends, if those dividends are satisfied by the issue of shares to members of the company;
(d) in the case of a company that carries on life insurance business in Australia-by appropriation or transfer to any statutory fund established and maintained under the Life Insurance Act 1945;
(e) in writing off:
(i) the preliminary expenses of the company; or
(ii) the expenses of, or the payment made in respect of or discount
allowed on, any issue of shares in, or debentures of, the company; or
(f) in providing for the premium payable on redemption of debentures or redeemable preference shares.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 192
Redeemable preference shares

192. (1) Subject to this section, a company having a share capital may, if so authorised by its articles, issue preference shares that are, or at the option of the company are to be, liable to be redeemed.

(2) The redemption shall not be taken to reduce the authorised share capital of the company.

(3) The company shall not redeem the shares:
(a) except on such terms, and in such manner, as are provided by the articles;
(b) except out of profits that would otherwise be available for dividends or out of the proceeds of a fresh issue of shares made for the purposes of the redemption; and
(c) unless they are fully paid-up.

(4) The premium (if any) payable on redemption shall be provided for out of profits or out of the share premium account.

(5) Where redeemable preference shares are redeemed otherwise than out of the proceeds of a fresh issue of shares, there shall, out of profits that would otherwise have been available for dividends, be transferred to a reserve called the "capital redemption reserve" a sum equal to the nominal amount of the shares redeemed, and the provisions of this Act relating to the reduction of the share capital of a company, other than subsection 195 (6), apply, except as provided by this section, as if the capital redemption reserve were paid-up share capital of the company.

(6) Where, under this section, a company has redeemed or is about to redeem preference shares, it may issue shares up to the sum of the nominal values of the shares redeemed or to be redeemed as if those preference shares had never been issued.

(7) The capital redemption reserve may be applied in paying up unissued shares of the company to be issued to members of the company as fully-paid bonus shares.

(8) Where a company redeems any redeemable preference shares, it shall, within 14 days after so doing, lodge a notice in the prescribed form relating to the shares redeemed.

(9) Shares shall be taken to have been redeemed even if a cheque given in payment of the amount payable upon redemption of the shares has not been presented for payment.

(10) If default is made in complying with this section, the company

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contravenes this subsection.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 193
Power of company to alter its share capital

193. (1) A company may, if so authorised by its articles, by resolution passed in general meeting alter the provisions of its memorandum in any one or more of the following ways:
(a) by increasing its share capital by the creation of new shares of such amount as it thinks expedient;
(b) by consolidating and dividing all or any of its share capital into shares of larger amount than its existing shares;
(c) by converting, or providing for the conversion of, all or any of its paid-up shares into stock or re-converting, or providing for the reconversion of, that stock into paid-up shares of any denomination;
(d) by subdividing its shares or any of them into shares of smaller amount than is fixed by the memorandum, but so that, in the subdivision, the proportion between the amount paid and the amount (if any) unpaid on each share of a smaller amount is the same as it was in the case of the share from which the share of a smaller amount is derived;
(e) by cancelling shares that, at the date of the passing of the resolution to that effect, no person has taken or agreed to take or that have been forfeited and by reducing the amount of the company's share capital by the amount of the shares so cancelled.

(2) An alteration made in the memorandum in accordance with subsection (1) takes effect on the date of the resolution or such later date as is specified in the resolution.

(3) A cancellation of shares under this section is not a reduction of share capital within the meaning of this Act.

(4) An unlimited company having a share capital may, by any resolution passed for the purposes of subsection 167 (1), do either or both of the following:
(a) increase the nominal amount of its share capital by increasing the nominal amount of each of its shares, but subject to the condition that no part of the increased capital may be called up except in the event, and for the purposes, of the company being wound up;
(b) provide that a specified portion of its uncalled share capital may not be called up except in the event, and for the purposes, of the company being wound up.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 194
Validation of shares improperly issued

194. (1) Where a company has purported to issue or allot shares and:
(a) the creation, issue or allotment of those shares is invalid by reason of any provision of this or any other Act or of the memorandum or articles of the company or for any other reason; or
(b) the terms of the purported issue or allotment are inconsistent with or are not authorised by any such provision; the Court may, on application by the company, by a holder or mortgagee of any of those shares or by a creditor of the company and on being satisfied that in all the circumstances it is just and equitable so to do, make an order:
(c) validating the purported issue or allotment of those shares; or
(d) confirming the terms of the purported issue or allotment of the shares; or both.

(2) On the lodging of an office copy of an order made under subsection (1), the shares to which the order relates shall be deemed to have been validly issued or allotted on the terms of the issue or allotment of the shares.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 195
Special resolution for reduction of share capital

195. (1) Subject to confirmation by the Court, a company may, if so authorised by its articles, by special resolution reduce its share capital in any way and in particular, without limiting the generality of the foregoing, may do all or any of the following:
(a) extinguish or reduce the liability on any of its shares in respect of share capital not paid up;
(b) cancel any paid-up share capital that is lost or is not represented by available assets; or
(c) pay off any paid-up share capital that is in excess of the needs of the company; and may, so far as necessary, alter its memorandum by reducing the amount of its share capital and of its shares accordingly.

(2) A reduction in the paid-up share capital of a company does not of itself operate to reduce the nominal share capital of the company.

(3) Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, and in any other case if the Court so directs:
(a) every creditor of the company who, at the date fixed by the Court, is entitled to any debt or claim that, if that date were the date of commencement of the winding up the company, would be admissible in proof against the company, is entitled to object to the reduction;
(b) the Court, unless satisfied on affidavit that there are no such creditors, shall settle a list of the names of creditors entitled to object and, for that purpose, shall ascertain as far as possible, without requiring

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an application from any creditor, the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a final day on or before which creditors whose names are not entered on the list may claim to be so entered; and
(c) where a creditor whose name is entered on the list, and whose debt has not been discharged or whose claim has not determined, does not consent to the reduction, the Court may dispense with the consent of that creditor on the company securing payment of his debt or claim by appropriating as the Court directs:
(i) if the company admits the full amount of the debt or claim or,
through not admitting it, is willing to provide for it-the full amount of the debt or claim; or
(ii) if the company does not admit and is not willing to provide for the
full amount of the debt or claim or if the amount is contingent or not ascertained-an amount fixed by the Court after the like inquiry and adjudication as if the company were being wound up by the Court.

(4) The Court may, having regard to any special circumstances of any case, direct that all or any of the provisions of subsection (3) shall not apply in respect of creditors included in a class of creditors.

(5) The Court may, if satisfied with respect to each creditor who under subsection (3) is entitled to object, that:
(a) the creditor's consent to the reduction has been obtained;
(b) the creditor's debt has been discharged or secured; or
(c) the creditor's claim has determined or has been secured; make an order confirming the reduction on such terms and conditions as it thinks fit.

(6) An order made under subsection (5) shall show:
(a) the amount of the share capital of the company as altered by the order;
(b) the number of shares into which the share capital is to be divided;
(c) the amount of each share; and
(d) the amount (if any) that at the date of the order is deemed to be paid up on each share.

(7) A company shall not act upon a resolution for the reduction of share capital before the date on which a certified copy of the resolution and an office copy of the order of the Court have been lodged with the Commission but such a resolution may specify a date, earlier than the first-mentioned date but not earlier than the date of the resolution, as the date from which the reduction of capital is to have effect.

(8) A certificate of the Commission stating that a certified copy of the resolution and an office copy of the order made under subsection (5) have been registered by the Commission is conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with in respect of the company and that the share capital of the company is such amount as is stated in the order.

(9) Upon lodgment of a copy of an order as mentioned in subsection (7), the particulars shown in the order pursuant to subsection (6) shall be deemed to be substituted for the corresponding particulars in the memorandum and the substitution shall be deemed to be an alteration of the memorandum for the purposes of this Act.

(10) A member of a company, past or present, is not liable in respect of any share in the company to any call or contribution exceeding in amount the difference (if any) between the amount of the share as fixed by an order made under subsection (5) and the amount paid, or the reduced amount (if any) that is deemed to have been paid, on the share (as the case may be) but, where the name of a creditor who is entitled under subsection (3) to object to a reduction is, by reason of his ignorance of the proceedings for reduction or of their nature and effect with respect to his claim, not entered on the list of creditors, and after the reduction the company is unable, within the meaning of the provisions of this Act with respect to winding up by the Court, to pay the amount of his debt or claim:
(a) every person who was a member of the company at the date of the registration of the copy of the order for reduction is liable to contribute for the payment of that debt or claim an amount not exceeding the amount that he would have been liable to contribute if the company had commenced to be wound up on the day before that date; and
(b) if the company is wound up, the Court, on the application of any such creditor and proof of his ignorance of the proceedings for reduction or of their nature and effect with respect to his claim, may, if it thinks fit, settle accordingly a list of the names of persons liable to contribute by reason of paragraph (a) and make and enforce calls and orders on the contributories whose names are included in the list as if they were ordinary contributories in a winding up; but nothing in this subsection affects the rights of the contributories among themselves.

(11) An officer of a company shall not:
(a) knowingly conceal the name of a creditor entitled to object to a reduction in the share capital of the company; or
(b) knowingly misrepresent the nature or amount of the debt or claim of any creditor of the company.

(12) This section does not apply to an unlimited company, but nothing in

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this Act precludes an unlimited company from reducing in any way its share capital, including any amount in its share premium account.

(13) The granting by a company to a member of the company of a right to occupy or use land, or a building or a part of a building, owned or held under lease by the company, whether for consideration or not, shall not be regarded as being a reduction of the share capital of the company if it is made pursuant to a provision of the memorandum or articles of the company under which a member of the company may, by virtue of his being such a member, be granted such a right, whether the provision provides for consideration to be given for it or not.

(14) Subsection (13) applies whether the grant is by way of lease, under-lease, licence or otherwise, and whether or not, in the case of a grant in respect of a building or part of a building, the grant also entitles the member to a right of use of a garage, outbuilding or other structure or of a passage, stairway or convenience of a building or of land appurtenant to the building or part of the building.

(15) This section does not apply in relation to a reduction of capital, or to a cancellation of shares that have been allotted, where the reduction or cancellation results from, or is necessary because of, the operation of:
(a) Chapter 6;
(b) regulations made for the purposes of that Chapter; or
(c) a law corresponding to that Chapter or to such regulations; and nothing in this Act operates to invalidate any such reduction of capital or cancellation of shares.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 3
Division 3-Class rights

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 196
Commission to be informed of special rights carried by, or division or
conversion of, shares

196. (1) Where a company allots shares to which are attached rights that are not provided for in the memorandum or articles of the company or in a resolution or document to which section 256 applies, the company shall, unless the rights attached to the shares are in all respects the same as the rights attached to shares previously allotted, lodge with the Commission, within one month after the allotment of the shares, a statement in the prescribed form relating to those rights.

(2) Where:
(a) shares in a company that were not previously divided into classes are so divided; or
(b) shares in a company that are of one class are converted into shares of another class; the company shall, within one month after the division or conversion, lodge with the Commission a return in the prescribed form showing particulars of the division or conversion.

(3) If a company contravenes this section, the company and any officer of the company who is in default each contravene this subsection.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 197
Rights of holders of classes of shares

197. (1) This section applies to a company having a share capital that is divided into classes of shares.

(2) Where:
(a) rights are attached to shares included in a class of shares;
(b) no provision is made by the memorandum or articles for the variation or abrogation of those rights; and
(c) neither the memorandum nor the articles declares or declare those rights to be unalterable; the company may, with the consent in writing of the holders of three-quarters of the issued shares included in that class or with the sanction of a special resolution passed at a meeting of the holders of those shares, vary or abrogate those rights or alter the memorandum or articles so as to authorise the variation or abrogation of those rights.

(3) Where:
(a) rights are attached to shares included in a class of shares; and
(b) provision is made by the memorandum or articles authorising the variation or abrogation of those rights with the consent of a specified proportion of the holders of the issued shares included in that class or with the sanction of a resolution of a kind specified in the memorandum or articles passed at a meeting of the holders of those shares; the memorandum or articles shall not be altered so as to vary or abrogate, or to authorise the variation or abrogation of, those rights, except with the consent of that proportion of the holders of those shares or with the sanction of such a resolution passed at a meeting of the holders of those shares.

(4) Where rights are attached to shares included in a class of shares and:
(a) those rights are at any time varied or abrogated; or
(b) the memorandum or articles is or are altered so as to authorise the variation or abrogation of those rights; the holders of not less in the aggregate than 10% of the issued shares included in that class may apply to the Court to have the variation or abrogation of the rights, or the alteration of the memorandum or articles, as the case may be, set aside and, if such an application is made, the variation or abrogation, or the alteration, does not have effect until confirmed by the Court.

(5) An application under subsection (4) shall be made within 28 days after

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the variation, abrogation or alteration referred to in that subsection was made and may be made, on behalf of the shareholders entitled to make the application, by such one or more of their number as they appoint in writing.

(6) On the application, the Court may, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, if it is satisfied that the variation, abrogation or alteration would unfairly prejudice the members of the class represented by the applicant, set aside the variation, abrogation or alteration, as the case may be, and shall, if not so satisfied, confirm it.

(7) A company shall, within 14 days after the making of an order by the Court on an application under this section, lodge an office copy of the order with the Commission and, if the company fails to comply with this provision, the company and any officer of the company who is in default are each guilty of an offence.

(8) For the purposes of this section, the allotment by a company of preference shares ranking equally with existing preference shares shall be deemed to be a variation of the rights attached to those existing preference shares unless the allotment of the first-mentioned shares was authorised by the terms of allotment of the existing preference shares or by the memorandum or articles in force at the time when the existing preference shares were allotted.

(9) Nothing in section 172 or 176 affects the operation of this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 198
Rights of holders of shares

198. (1) This section applies to a company having a share capital that is not divided into classes of shares.

(2) Where:
(a) rights are attached to shares in a company;
(b) no provision is made by the memorandum or articles for the variation or abrogation of those rights; and
(c) neither the memorandum nor the articles declares or declare those rights to be unalterable; the company may, with the consent in writing of the holders of three-quarters of the issued shares in the company or with the sanction of a special resolution passed at a meeting of the holders of those shares, vary or abrogate those rights or alter the memorandum or articles so as to authorise the variation or abrogation of those rights.

(3) Where:
(a) rights are attached to shares in a company; and
(b) provision is made by the memorandum or articles authorising the variation or abrogation of those rights with the consent of a specified proportion of the holders of the issued shares in the company or with the sanction of a resolution of a kind specified in the memorandum or articles passed at a meeting of the holders of those shares; the memorandum or articles shall not be altered so as to vary or abrogate, or to authorise the variation or abrogation of, those rights, except with the consent of that proportion of the holders of those shares or with the sanction of such a resolution passed at a meeting of the holders of those shares.

(4) Where rights are attached to shares in a company and:
(a) those rights are at any time varied or abrogated; or
(b) the memorandum or articles is or are altered so as to authorise the variation or abrogation of those rights; the holders of not less in the aggregate than 10% of the issued shares in the company may apply to the Court to have the variation or abrogation of the rights, or the alteration of the memorandum or articles, as the case may be, set aside and, if such an application is made, the variation or abrogation, or the alteration, does not have effect until confirmed by the Court.
(5) An application under subsection (4) shall be made within 28 days after the variation, abrogation or alteration referred to in that subsection was made and may be made, on behalf of the shareholders entitled to make the application, by such one or more of their number as they appoint in writing.

(6) On the application, the Court may, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, if it is satisfied that the variation, abrogation or alteration would unfairly prejudice the shareholders of the company, set aside the variation, abrogation or alteration, as the case may be, and shall, if not so satisfied, confirm it.

(7) A company shall, within 14 days after the making of an order by the Court on an application under this section, lodge an office copy of the order with the Commission and, if the company fails to comply with this provision, the company and any officer of the company who is in default are each guilty of an offence.

(8) For the purposes of this section:
(a) the allotment by a company of shares to which are attached rights that are not provided for in the memorandum or articles of the company or in a resolution or document to which section 256 applies shall be deemed to be a variation of the rights attached to shares previously issued unless the rights attached to the first-mentioned shares are in all respects the same as the rights attached to shares previously issued; and
(b) the division of shares in a company into classes of shares shall be deemed to be a variation of the rights attached to those shares unless, in

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relation to each share in the company, the rights attached to that share are in all respects the same after the division as they were before the division.

(9) Nothing in section 172 or 176 affects the operation of this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 199
Rights of classes of members

199. (1) This section applies to a company not having a share capital.
(2) Where:
(a) members of the company included in a class of members have special rights;
(b) no provision is made by the memorandum or articles for the variation or abrogation of those rights; and
(c) neither the memorandum nor the articles declares or declare those rights to be unalterable; the company may, with the consent in writing of three-quarters of the members included in that class or with the sanction of a special resolution passed at a meeting of members included in that class, vary or abrogate those rights or alter the memorandum or articles so as to authorise the variation or abrogation of those rights.
(3) Where:
(a) members of the company included in a class of members have special rights; and
(b) provision is made by the memorandum or articles authorising the variation or abrogation of those rights with the consent of a specified proportion of the members included in that class or with the sanction of a resolution of a kind specified in the memorandum or articles passed at a meeting of the members included in that class; the memorandum or articles shall not be altered so as to vary or abrogate, or to authorise the variation or abrogation of, those rights, except with the consent of that proportion of the members included in that class or with the sanction of such a resolution passed at a meeting of those members.

(4) Where members of the company included in a class of members have special rights and:
(a) those rights are at any time varied or abrogated; or
(b) the memorandum or articles is or are altered so as to authorise the variation or abrogation of those rights; members included in that class who constitute not less than 10% of the members included in that class may apply to the Court to have the variation or abrogation of the rights, or the alteration of the memorandum or articles, as the case may be, set aside and, if such an application is made, the variation or abrogation, or the alteration, does not have effect until confirmed by the Court.

(5) An application under subsection (4) shall be made within 28 days after the variation, abrogation or alteration referred to in that subsection was made and may be made, on behalf of the members entitled to make the application, by such one or more of their number as they appoint in writing.

(6) On the application, the Court may, after hearing the applicant and any other persons who apply to the Court to be heard and appear to the Court to be interested, if it is satisfied that the variation, abrogation or alteration would unfairly prejudice the members of the class represented by the applicant, set aside the variation, abrogation or alteration, as the case may be, and shall, if not satisfied, confirm it.

(7) A company shall, within 14 days after the making of an order by the Court on an application under this section, lodge and office copy of the order with the Commission and, if the company fails to comply with this provision, the company and any officer of the company who is in default are each guilty of an offence.

(8) Nothing in section 172 or 176 affects the operation of this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 200
Rights of holders of preference shares to be set out in memorandum or articles

200. A company shall not allot any preference shares or convert any issued shares into preference shares unless there are set out in the memorandum or articles of the company the rights of the holders of those shares with respect to repayment of capital, participation in surplus assets and profits, cumulative or non-cumulative dividends, voting, and priority of payment of capital and dividend in relation to other shares or other classes of preference shares.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 4
Division 4-Maintenance of capital

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 201
Dividends payable from profits only

201. (1) No dividend shall be payable to a shareholder of a company except out of profits or under section 191.

(2) A director or executive officer of a company who, wilfully pays, or permits to be paid, except under section 191, a dividend out of what he or she knows not to be profits:
(a) without prejudice to any other liability, contravenes this subsection; and
(b) is also liable to the company's creditors for the amount of the debts due by the company to them respectively to the extent by which the dividends so paid have exceeded the profits; and the creditors, or the liquidator suing on behalf of the creditors, may recover the amount for which a director or

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executive officer is liable under this subsection.

(3) If the whole amount is recovered from a particular director or executive officer, he or she may recover contribution against any other person liable who has directed, or consented to, the payment.

(4) A liability imposed by this section on a person does not, on the person's death, extend or pass to his or her executors or administrators, nor is his or her estate liable under this section.

(5) Proceedings may be brought under subsection (2) for the recovery of an amount even if a person has not been convicted of an offence under that subsection.

(6) In proceedings under subsection (2) for the recovery of an amount, the liability of a person under that subsection in respect of the amount may be established on the balance of probabilities.

(7) In this section:
"dividend" includes a bonus and a payment by way of bonus.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 202
Company may pay interest out of capital in certain cases

202. Where any shares in a company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant that cannot be made profitable for a long period, the company may pay interest on so much of that share capital as is for the time being paid up and charge the interest so paid to capital as part of the construction or provision, but:
(a) no such payment shall be made unless it is:
(i) authorised by the articles of the company or by special resolution;
and
(ii) approved by the Court;
(b) before approving any such payment, the Court may, at the expense of the company, appoint a person to inquire and report as to the circumstances of the case, and may require the company to give security for the payment of the costs of the inquiry;
(c) the payment shall be made for such period only as is determined by the Court, but that period shall not in any case extend beyond a period of 12 months after the works or buildings have been completed or the plant has been provided; (d) the rate of interest shall not exceed 8% per annum or, if another rate is prescribed, that other rate; and
(e) the payment of the interest does not operate as a reduction of the amount paid up on the shares in respect of which it is paid.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 203
Restriction on application of capital of company

203. (1) Subject to section 204, a company shall not apply any of its shares or capital money either directly or indirectly in making a payment to a person in consideration of the person subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for shares in the company, whether the shares are or the money is so applied by being added to the purchase price of property acquired by the company or to the contract price of work to be executed for the company or the money is paid out of the nominal purchase price or contract price or otherwise.

(2) Without limiting the generality of subsection (1), but subject to section 190, a company shall not issue shares at a discount.

(3) A company that contravenes this section is not guilty of an offence by virtue of this section or section 1311, but each officer of the company who is involved in the contravention contravenes this subsection.

(4) Where:
(a) a person is convicted by a court of an offence under this section in relation to a company; and
(b) the court is satisfied that the company has suffered loss or damage as a result of the act that constituted the offence; the court may, in addition to imposing a penalty, order the person to pay compensation to the company of such amount as the court specifies, and any such order may be enforced as if it were a judgment of that court.

(5) Where a contravention of this section takes place:
(a) if a person other than the company concerned, being a person who was, at the time of the contravention, aware of the matters constituting the contravention, has made a profit as a result of the contravention, the company may, whether or not that person or any other person has been convicted of an offence under subsection (3) in relation to that contravention, recover from the person as a debt due to the company by action in any court of competent jurisdiction an amount equal to the profit; and
(b) where the company concerned has suffered loss or damage as a result of the contravention-the company may recover an amount equal to the loss or damage from any person involved in the contravention, whether or not that person or any other person has been convicted of an offence under subsection (3) in relation to that contravention, as a debt due to the company by action in any court of competent jurisdiction.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 204
Power to make certain payments

204. (1) Subject to subsection (2), a company may make a payment by way of
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brokerage or commission to a person in consideration of the person subscribing or agreeing to subscribe, whether absolutely or conditionally, for shares in the company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for shares in the company if, and only if:
(a) the payment is not prohibited by the constitution;
(b) the amount of the proposed payment, or the rate at which the payment is proposed to be made, is disclosed in the prospectus in respect of the shares or, if there is no such prospectus, in a statement lodged before the company becomes liable to make the payment; and
(c) the number of shares for which persons have agreed, for a payment by way of brokerage or commission, to subscribe absolutely is set out in that prospectus or statement.

(2) Subsection (1) does not permit a company to make a payment by way of brokerage or commission in respect of shares in the company if the amount of the payment, or, if another payment or other payments by way of brokerage or commission has or have been made by the company in respect of those shares, the sum of the amount of the first-mentioned payment and the other payment or payments, exceeds:
(a) 10% of the total of the amount payable in respect of the shares upon their allotment; or
(b) such amount (if any), or an amount calculated at such rate (if any), as is authorised by the articles; whichever is the lesser.

(3) A vendor to, promoter of, or person who receives payment in money or shares from, a company may apply any part of the money or shares so received in making any payment that would, if it were made directly by the company, be lawful under this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 205
Company financing dealings in its shares etc.

205. (1) Except as otherwise expressly provided by this Act, a company shall not:
(a) whether directly or indirectly, give any financial assistance for the purpose of, or in connection with:
(i) the acquisition by any person, whether before, or at the same time
as, the giving of financial assistance, of:
(A) shares or units of shares in the company; or
(B) shares or units of shares in a holding company of the company; or
(ii) the proposed acquisition by any person of:
(A) shares or units of shares in the company; or
(B) shares or units of shares in a holding company of the company;
(b) whether directly or indirectly, in any way:
(i) acquire shares or units of shares in the company; or
(ii) purport to acquire shares or units of shares in a holding company of
the company; or
(c) whether directly or indirectly, in any way, lend money on the security of:
(i) shares or units of shares in the company; or
(ii) shares or units of shares in a holding company of the company.

(2) A reference in this section to the giving of financial assistance includes a reference to the giving of financial assistance by means of the making of a loan, the giving of a guarantee, the provision of security, the release of an obligation or the forgiving of a debt or otherwise.

(3) For the purposes of this section, a company shall be taken to have given financial assistance for the purpose of an acquisition or proposed acquisition referred to in paragraph (1) (a) (in this subsection called the "relevant purpose") if:
(a) the company gave the financial assistance for purposes that included the relevant purpose; and
(b) the relevant purpose was a substantial purpose of the giving of the financial assistance.

(4) For the purposes of this section, a company shall be taken to have given financial assistance in connection with an acquisition or proposed acquisition referred to in paragraph (1) (a) if, when the financial assistance was given to a person, the company was aware that the financial assistance would financially assist:
(a) the acquisition by a person of shares or units of shares in the company; or
(b) where shares in the company had already been acquired-the payment by a person of any unpaid amount of the subscription payable for the shares or of any premium payable in respect of the shares, or the payment of any calls on the shares.

(5) A company that contravenes this section is not guilty of an offence by virtue of this section or section 1311, but each officer of the company who is involved in the contravention contravenes this subsection.

(6) Where:
(a) a person is convicted by a court of an offence under subsection (5) (including an offence under that subsection that is deemed to have been committed by virtue of section 5 of the Crimes Act 1914); and
(b) the court is satisfied that the company or another person has suffered loss or damage as a result of the contravention that constituted the offence;

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the court may, in addition to imposing a penalty under that subsection, order the convicted person to pay compensation to the company or other person, as the case may be, of such amount as the court specifies, and any such order may be enforced as if it were a judgment of the court.

(7) The power of a court under section 1318 to relieve a person to whom that section applies, wholly or partly and on such terms as the court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (6) of this section from the liability to have such an order made against him.

(8) Nothing in subsection (1) prohibits:
(a) the payment of a dividend by a company in good faith and in the ordinary course of commercial dealing;
(b) a payment made by a company pursuant to a reduction of capital in accordance with section 195;
(c) the discharge by a company of a liability of the company that was incurred in good faith as a result of a transaction entered into on ordinary commercial terms;
(d) where a corporation is a borrowing corporation by reason that it is or will be under a liability to repay moneys received or to be received by it:
(i) the giving, in good faith and in the ordinary course of commercial
dealing, by a company that is a subsidiary of the borrowing corporation, of a guarantee in relation to the repayment of those moneys, whether or not the guarantee is secured by any charge over the property of that company; or
(ii) the provision, in good faith and in the ordinary course of commercial dealing, by a company that is a subsidiary of the borrowing corporation, of security in relation to the repayment of those moneys;
(e) an aquisition by a company of an interest (other than a legal interest) in fully-paid shares in the company where no consideration is provided by the company, or by any corporation that is related to the company, for the acquisition;
(f) the purchase by a company of shares in the company pursuant to an order of a court;
(g) the creation or acquisition, in good faith and in the ordinary course of commercial dealing, by a company of a lien on shares in the company (other than fully-paid shares) for any amount payable to the company in respect of the shares; or
(h) the entering into, in good faith and in the ordinary course of commercial dealing, of an agreement by a company with a subscriber for shares in the company permitting the subscriber to make payments for the shares (including payments in the respect of any premium) by instalments; but nothing in this subsection:
(j) shall be construed as implying that a particular act of a company would, but for this subsection, be prohibited by subsection (1); or
(k) shall be construed as limiting the operation of any rule of law permitting the giving of financial assistance by a company, the acquisition of shares or units of shares by a company or the lending of money by a company on the security of shares.

(9) Nothing in subsection (1) prohibits:
(a) the making of a loan, the giving of a guarantee or the provision of security by a company in the ordinary course of its ordinary business where:
(i) that business includes the lending of money, or the giving of
guarantees or the provision of security in connection with loans made by other persons; and
(ii) the loan that is made by the company, or, where the guarantee is
given or the security is provided in respect of a loan, that loan, is made on ordinary commercial terms as to the rate of interest, the terms of repayment of principal and payment of interest, the security to be provided and otherwise; or (b) the giving by a company of financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of fully-paid shares or units of fully-paid shares in the company or in a holding company of the company to be held by or for the benefit of employees of the company or of a corporation that is related to the company, including any director holding a salaried employment or office in the company or in the corporation, as the case may be, where:
(i) in the case where neither subparagraph (ii) nor subparagraph (iii)
applies-the company has at a general meeting;
(ii) in the case where the company is a subsidiary of a listed corporation or listed corporations-the company and the listed corporation or listed corporations have at general meetings; or
(iii) in the case where the company is not a subsidiary of a listed
corporation but is a subsidiary whose ultimate holding company is incorporated in Australia or an external Territory-the company and the ultimate holding company have at general meetings;
approved a scheme for the provision of money for such acquisitions and the
financial assistance is given in accordance with the scheme.

(10) Nothing in subsection (1) prohibits the giving by a company of financial assistance for the purpose of, or in connection with, an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company of the company if:

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(a) the company, by special resolution, resolves to give financial assistance for the purpose of or in connection with, that acquisition;
(b) where:
(i) the company is a subsidiary of a listed corporation; or
(ii) the company is not a subsidiary of a listed corporation but is a
subsidiary whose ultimate holding company is incorporated in Australia or an external Territory;
the listed corporation or the ultimate holding company, as the case may be,
has, by special resolution, approved the giving of the financial assistance;
(c) the notice specifying the intention to propose the resolution referred to in paragraph (a) as a special resolution sets out:
(i) particulars of the financial assistance proposed to be given and the
reasons for the proposal to give that assistance; and
(ii) the effect that the giving of the financial assistance would have on
the financial position of the company and, where the company is included in a group of corporations consisting of a holding company and a subsidiary or subsidiaries, the effect that the giving of the financial assistance would have on the financial position of the group of corporations;
and is accompanied by a copy of a statement made in accordance with a
resolution of the directors, setting out the names of any directors who voted against the resolution and the reasons why they so voted, and signed by not less than 2 directors, stating whether, in the opinion of the directors who voted in favour of the resolution, after taking into account the financial position of the company (including future liabilities and contingent liabilities of the company), the giving of the financial assistance would be likely to prejudice materially the interests of the creditors or members of the company or any class of those creditors or members;
(d) the notice specifying the intention to propose the resolution referred to in paragraph (b) as a special resolution is accompanied by a copy of the notice, and a copy of the statement, referred to in paragraph (c);
(e) not later than the day next following the day when the notice referred to in paragraph (c) is dispatched to members of the company there is lodged with the Commission a copy of that notice and a copy of the statement that accompanied that notice;
(f) the notice referred to in paragraph (c) and a copy of the statement referred to in that paragraph are given to:
(i) all members of the company;
(ii) all trustees for debenture holders of the company; and
(iii) if there are no trustees for, or for a particular class of,
debenture holders of the company-all debenture holders, or all debenture holders of that class, as the case may be, of the company whose names are, at the time when the notice is dispatched, known to the company;
(g) the notice referred to in paragraph (d) and the accompanying documents are given to:
(i) all members of the listed corporation or of the ultimate holding
company;
(ii) all trustees for debenture holders of the listed corporation or of
the ultimate holding company; and
(iii) if there are no trustees for, or for a particular class of,
debenture holders of the listed corporation or of the ultimate holding company-all debenture holders or debenture holders of that class, as the case may be, of the listed corporation or of the ultimate holding company whose names are, at the time when the notice is dispatched, known to the listed corporation or the ultimate holding company;
(h) within 21 days after the general meeting of the company at which the resolution referred to in paragraph (a) is passed or, in a case to which paragraph (b) applies, the general meeting of the listed corporation or ultimate holding company at which the resolution referred to in that paragraph is passed, whichever is the later, a notice:
(i) setting out the terms of the resolution referred to in paragraph (a); and
(ii) stating that any of the persons referred to in subsection (12) may,
within the period referred to in that subsection, make an application to the Court opposing the giving of the financial assistance;
is published, in each State and Territory in which the company is carrying
on business, in a daily newspaper circulating generally in that State or Territory;
(j) no application opposing the giving of the financial assistance is made within the periods referred to in subsection (12) or, if such an application or applications has or have been made, the application or each of the applications has been withdrawn or the Court has approved the giving of the financial assistance; and
(k) the financial assistance is given in accordance with the terms of the resolution referred to in paragraph (a) and not earlier than:
(i) in a case to which subparagraph (ii) does not apply-the expiration
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of the period referred to in subsection (12); or
(ii) if an application or applications has or have been made to the Court
within that period:
(A) where the application or each of the applications has been
withdrawn-the withdrawal of the application or of the last of the applications to be withdrawn; or
(B) in any other case-the decision of the Court on the application or
applications.

(11) Where, on application to the Court by a company, the Court is satisfied that the provisions of subsection (10) have been substantially complied with in relation to a proposed giving by the company of financial assistance of a kind mentioned in that subsection, the Court may, by order, declare that the provisions of that subsection have been complied with in relation to the proposed giving by the company of financial assistance.

(12) Where a special resolution referred to in paragraph (10) (a) is passed by a company, an application to the Court opposing the giving of the financial assistance to which the special resolution relates may be made, within the period of 21 days after the publication of the notice referred to in paragraph (10) (h), by:
(a) a member of the company;
(b) a trustee for debenture holders of the company;
(c) a debture holder of the company;
(d) a creditor of the company;
(e) if the company is included in a group of corporations consisting of a holding company and a subsidiary or subsidiaries:
(i) a member of that subsidiary or of any of those subsidiaries;
(ii) a trustee for debenture holders of that subsidiary or of any of those subsidiaries;
(iii) a debenture holder of that subsidiary or of any of those
subsidiaries; or
(iv) a creditor of that subsidiary or of any of those subsidiaries;
(f) if paragraph (10) (b) applies:
(i) a member of the listed corporation or ultimate holding company that
passed a special resolution referred to in that paragraph;
(ii) a trustee for debenture holders of that listed corporation or
ultimate holding company;
(iii) a debenture holder of that listed corporation or ultimate holding
company; or
(iv) a creditor of that listed corporation or ultimate holding company; or (g) the Commission.

(13) Where an application or applications opposing the giving of financial assistance by a company in accordance with a special resolution passed by the company is or are made to the Court under subsection (12), the Court:
(a) shall, in determining what order or orders to make in relation to the application or applications, have regard to the rights and interests of the members of the company or of any class of them as well as to the rights and interests of the creditors of the company or of any class of them; and
(b) shall not make an order approving the giving of the financial assistance unless the Court is satisfied that:
(i) the company has disclosed to the members of the company all material
matters relating to the proposed financial assistance; and
(ii) the proposed financial assistance would not, after taking into
account the financial position of the company (including any future or contingent liabilities), be likely to prejudice materially the interests of the creditors or members of the company or of any class of those creditors or members; and may do all or any of the following:
(c) if it thinks fit, make an order for the purchase by the company of the interests of dissentient members of the company and for the reduction accordingly of the capital of the company;
(d) if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase (otherwise than by the company or by a subsidiary of the company) of the interests of dissentient members;
(e) give such ancillary or consequential directions and make such ancillary or consequential orders as it thinks expedient;
(f) make an order disapproving the giving of the financial assistance or, subject to paragraph (b), an order approving the giving of the financial assistance.

(14) Where the Court makes an order under this section in relation to the giving of financial assistance by a company, the company shall, within 14 days after the order is made, lodge with the Commission an office copy of the order.

(15) The passing of a special resolution by a company for the giving of financial assistance by the company for the purpose of, or in connection with, an acquisition or proposed acquisition of shares or units of shares in the company, and the approval by the Court of the giving of the financial assistance, do not relieve a director of the company of any duty to the

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company under section 232 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of the financial assistance.

(16) A reference in this section to an acquisition or proposed acquisition of shares or units of shares is a reference to any acquisition or proposed acquisition whether by way of purchase, subscription or otherwise.

(17) This section does not apply in relation to the doing of any act or thing pursuant to a contract entered into before the commencement of this Act if the doing of that act or thing would have been lawful if this Act had not been enacted.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 206
Consequences of company financing dealings in its shares etc.

206. (1) Except as provided by this section:
(a) the validity of a contract or transaction is not affected by a contravention of paragraph 205 (1) (a);
(b) the validity of a contract or transaction is not affected by a contravention of paragraph 205 (1) (b) unless the contract or transaction effects the acquisition that constitutes the contravention; and
(c) the validity of a contract or transaction is not affected by a contravention of paragraph 205 (1) (c) unless the contract or transaction effects the loan that constitutes the contravention.

(2) Where a company makes or performs a contract, or engages in a transaction, that would, but for subsection (1), be invalid by reason that:
(a) the contract was made or performed, or the transaction was engaged in, in contravention of section 205; or
(b) the contract or transaction is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section; the first-mentioned contract or transaction is, subject to the following provisions of this section, voidable at the option of the company by notice in writing given to the other party, or by notices in writing given to each of the other parties, to that contract or transaction.

(3) The Court may, on the application of a member of a company, a holder of debentures of a company, a trustee for the holders of debentures of a company or a director of a company, by order, authorise the member, holder of debentures, trustee or director to give a notice or notices under subsection (2) in the name of the company.

(4) Where:
(a) a company makes or performs a contract, or engages in a transaction;
(b) the contract is made or performed, or the transaction is engaged in, in contravention of section 205 or the contract or transaction is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section; and
(c) the Court is satisfied, on the application of the company or of any other person, that the company or that other person has suffered, or is likely to suffer, loss or damage as a result of:
(i) the making or performance of the contract or the engaging in of the
transaction;
(ii) the making or performance of a related contract or the engaging in of a related transaction;
(iii) the contract or transaction being void by reason of section 205 or
having become void, or becoming void, under this section; or
(iv) a related contract or transaction being void by reason of section 205 or having become void, or becoming void, under this section; the Court may make such order or orders as it thinks just and equitable (including, without limiting the generality of the foregoing, all or any of the orders mentioned in subsection (5)) against any party to the contract or transaction or to the related contract or transaction, or against the company or against any person who aided, abetted, counselled or procured, or was, by act or omission, in any way, directly or indirectly, knowingly concerned in or party to the contravention.

(5) The orders that may be made under subsection (4) include:
(a) an order directing a person to refund money or return property to the company or to another person;
(b) an order directing a person to pay to the company or to another person a specified amount not exceeding the amount of the loss or damage suffered by the company or other person; and
(c) an order directing a person to indemnify the company or another person against any loss or damage that the company or other person may suffer as a result of the contract or transaction or as a result of the contract or transaction being or having become void.

(6) If a certificate signed by not less than 2 directors, or by a director and a secretary, of a company stating that the requirements of paragraphs 205 (10) (a) to (j), inclusive, have been complied with in relation to the proposed giving by the company of financial assistance for the purposes of an acquisition or proposed acquisition by a person of shares or units of shares in the company or in a holding company of the company is given to a person:
(a) the person to whom the certificate is given is not under any liability to have an order made against him under subsection (4) by reason of any contract made or performed, or any transaction engaged in, by him in reliance

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on the certificate, and
(b) any such contract or transaction is not invalid, and is not voidable under subsection (2), by reason that the contract is made or performed, or the transaction is engaged in, in contravention of section 205 or is related to a contract that was made or performed, or to a transaction that was engaged in, in contravention of that section.

(7) Subsection (6) does not apply in relation to a person to whom a certificate is given under that subsection in relation to a contract or transaction if the Court, on application by the company concerned or any other person who has suffered, or is likely to suffer, loss or damage as a result of the making or performance of the contract or the engaging in of the transaction, or the making or performance of a related contract or the engaging in of a related transaction, by order, declares that it is satisfied that the person to whom the certificate was given became aware before the contract was made or the transaction was engaged in that the requirements of subsection 205 (10) had not been complied with in relation to the financial assistance to which the certificate related.

(8) For the purposes of subsection (7), a person shall, in the absence of proof to the contrary, be deemed to have been aware at a particular time of any matter of which an employee or agent of the person having duties or acting on behalf of the person in relation to the relevant contract or transaction was aware at the time.

(9) In any proceeding, a document purporting to be a certificate given under subsection (6) shall, in the absence of proof to the contrary, be deemed to be such a certificate and to have been duly given.

(10) A person who has possession of a certificate given under subsection (6) shall, in the absence of proof to the contrary, be deemed to be the person to whom the certificate was given.

(11) If a person signs a certificate stating that the requirements of subsection 205 (10) have been complied with in relation to the proposed giving by a company of financial assistance and any of those requirements had not been complied with in respect of the proposed giving of that assistance at the time when the certificate was signed by that person, the person is guilty of an offence.

(12) It is a defence to a prosecution for an offence against subsection (11) if the defendant proves that at the time when he or she signed the certificate he or she believed on reasonable grounds that all the requirements of subsection 205 (10) had been complied with in respect of the proposed giving of financial assistance to which the certificate related.

(13) The power of a court under section 1318 to relieve a person to whom that section applies, wholly or partly and on such terms as the court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (4) of this section from the liability to have such an order made against him.

(14) If a company makes a contract or engages in a transaction under which it gives financial assistance as mentioned in paragraph 205 (1) (a) or lends money as mentioned in paragraph 205 (1) (c), any contract or transaction made or engaged in as a result of or by means of, or in relation to, that financial assistance or money shall be deemed for the purposes of this section to be related to the first-mentioned contract or transaction.

(15) Any rights or liabilities of a person under this section (including rights or liabilities under an order made by the Court under this section) are in addition to and not in derogation of any rights or liabilities of that person apart from this section but, where there would be any inconsistency between the rights and liabilities of a person under this section or under an order made by the Court under this section and the rights and liabilities of that person apart from this section, the provisions of this section or of the order made by the Court prevail.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 5
Division 5-Register of members

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 207
Division not to apply to mutual life assurance companies

207. Nothing in this Division (other than subsection 210 (5)) applies to a company to which section 140 of the Life Insurance Act 1945 applies so long as the company complies with that section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 208
Notices relating to non-beneficial and beneficial ownership of shares

208. (1) Where, at a particular time:
(a) an instrument of transfer of shares in a company is lodged, by or on behalf of the transferee, with the company for registration of the transfer;
(b) having regard to all relevant circumstances, it may reasonably be expected that, upon registration of the transfer, the transferee will hold non-beneficially particular shares (in this subsection called the "relevant shares"), being any of the shares to which the instrument of transfer relates; and
(c) the instrument of transfer does not include a notice that:
(i) contains a statement to the effect that, upon registration of the
transfer, the transferee will hold the relevant shares non-beneficially;
(ii) sets out particulars of the relevant shares; and
(iii) is signed by or on behalf of the transferee,

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the transferee contravenes this subsection.

(2) The fact that a person has contravened subsection (1) does not affect the validity of the registration of a transfer of shares in a company.

(3) Where:
(a) an instrument of transfer of shares in a company includes a notice of the kind referred to in paragraph (1) (c) and is lodged with the company for registration of the transfer; and
(b) upon registration of the transfer, the transferee holds beneficially particular shares (in this subsection called the "relevant shares"), being any of the shares particulars of which are set out in the notice; then, before the end of the period of 14 days beginning on registration of the transfer, the transferee shall, whether or not the transferee begins before the end of that period to hold any of the relevant shares non-benefically, give to the company a notice that:
(c) sets out the name and address of the transferee;
(d) contains a statement to the effect that, as from registration of the transfer, the transferee holds the relevant shares beneficially;
(e) sets out particulars of the relevant shares; and
(f) is signed by or on behalf of the transferee.

(4) Where:
(a) an instrument of transfer of shares in a company is lodged with the company for registration of the transfer; and
(b) upon registration of the transfer, the transferee holds non-beneficially particular shares (in this subsection called the "relevant shares"), being any of the shares to which the instrument of transfer relates (other than, in a case where the instrument of transfer includes a notice of the kind referred to in paragraph (1) (c), the shares particulars of which are set out in the notice); then, before the end of the period of 14 days beginning on registration of the transfer, the transferee shall, whether or not the transferee begins before the end of that period to hold any of the relevant shares beneficially, give to the company a notice that:
(c) sets out the name and address of the transferee;
(d) contains a statement to the effect that, as from registration of the transfer, the transferee holds the relevant shares non-beneficially;
(e) sets out particulars of the relevant shares; and
(f) is signed by or on behalf of the transferee.

(5) Where:
(a) at a particular time, a person holds beneficially shares in a company; and
(b) immediately after that time, the person holds non-beneficially particular shares (in this subsection called the "relevant shares"), being any of the shares referred to in paragraph (a); then, before the end of the period of 14 days beginning at that time, the person shall, whether or not the person recommences before the end of that period to hold any of the relevant shares beneficially, give to the company a notice that: (c) sets out the name and address of the person;
(d) contains a statement to the effect that, after that time, the person holds the relevant shares non-beneficially;
(e) specifies that time and sets out particulars of the relevant shares; and
(f) is signed by or on behalf of the person.

(6) Where:
(a) at a particular time, a person holds non-beneficially shares in a company; and
(b) immediately after that time, the person holds beneficially particular shares (in this subsection called the "relevant shares"), being any of the shares referred to in paragraph (a); then, before the end of the period of 14 days beginning at that time, the person shall, whether or not the person recommences before the end of that period to hold any of the relevant shares non-beneficially, give to the company a notice that:
(c) sets out the name and address of the person;
(d) contains a statement to the effect that, after that time, the person holds the relevant shares beneficially;
(e) specifies that time and sets out particulars of the relevant shares; and
(f) is signed by or on behalf of the person.

(7) In proceedings under this section, a person shall, unless the contrary is established, be presumed to have been aware at a particular time of a circumstance of which an employee or agent of the person, being an employee or agent having duties or acting in relation to the transfer to, or ownership by, the person of a share or shares in the company concerned, was aware at that time.

(8) In this section, unless the contrary intention appears:
"any" includes all;
"company" means a company as defined in section 9, but does not include a body corporate that is a company for the purposes of Part 6.7.

(9) For the purposes of this section and of section 209:
(a) where, at a particular time, a person:
(i) holds shares in a capacity other than that of sole beneficial owner;

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or
(ii) without limiting the generality of subparagraph (i), holds shares as
trustee for, as nominee for, or otherwise on behalf of or on account of, another person;
the first-mentioned person shall be taken to hold the shares
non-beneficially at that time; and
(b) a person who holds shares at a particular time shall be taken to hold the shares beneficially at that time unless the person holds the shares non-beneficially at that time.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 209
Register and index of members

209. (1) A company shall keep a register of its members and enter in that register:
(a) the names and addresses of the members;
(b) in the case of a non-listed company having a share capital-in relation to each member:
(i) if the member holds shares in the company beneficially-a statement of the shares that the member so holds; and
(ii) if the member holds shares in the company non-beneficially-a
statement of the shares that the member so holds and, in relation to that statement, a notation to the effect that the member holds the shares non-beneficially within the meaning of this section;
(c) in the case of a listed company having a share capital-a statement of the shares held by each member;
(d) the date at which the name of each person was entered in the register as a member;
(e) the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
(f) in the case of a company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment.

(2) A statement in the register of members of a company, being a statement of shares held by a member, shall:
(a) distinguish each share by its number (if any) or by the number (if any) of the certificate evidencing the member's holding; and
(b) set out the amount paid, or agreed to be considered as paid, on the shares.

(3) Notwithstanding subsections (1) and (2), where a company has converted any of its shares into stock and given notice of the conversion to the Commission, the company shall enter in its register of members:
(a) in the case of a non-listed company-in relation to each member who holds stock:
(i) if the member holds stock beneficially-a statement of the amount of
stock, or of the number of stock units, as the case requires, that the member so holds; and
(ii) if the member holds stock non-beneficially-a statement of the amount
of stock, or of the number of stock units, as the case requires, that the member so holds and a notation to the effect that the member holds the stock non-beneficially within the meaning of this section; or
(b) in the case of a listed company-a statement of the amount of stock, or of the number of stock units, as the case requires, held by each member who holds stock; and shall alter or delete accordingly the statements in the register that relate to shares held by members.

(4) For the purposes of paragraphs (1) (b) and (c) and of subsections (2) and (3), where 2 or more persons jointly hold shares in a company, whether or not any of the persons holds any other shares in the company, the persons shall together be deemed, in relation to the first-mentioned shares, to be a member of the company.

(5) In determining for the purposes of subsections (1) and (3) whether a member of a non-listed company holds shares in the company beneficially or non-beneficially, regard shall be had only to prescribed information in relation to the company.

(6) Where:
(a) an instrument of transfer of shares in a company includes a notice of the kind referred to in paragraph 208 (1) (c) and is lodged with the company for registration of the transfer; and
(b) the company registers the transfer; the information contained in the notice shall be taken, for the purposes of subsection (5) of this section, to be prescribed information in relation to the company.

(7) Information contained in a notice given to a non-listed company under subsections 208 (3), (4), (5) and (6), or in a statement furnished to a non-listed company pursuant to a notice given to a person under section 718 or 719, shall be taken, for the purposes of subsection (5) of this section, to be prescribed information in relation to the company.

(8) Notwithstanding anything in subsection (1), a company may keep the names and particulars relating to persons who have ceased to be members of the company separately, and the names and particulars relating to former members

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need not be supplied to a person who applies for a copy of the register unless he specifically requests the names and particulars of former members.

(9) The register of members is prima facie evidence of any matters inserted in that register as required or authorised by this Act.

(10) A company having more than 50 members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members and shall, within 14 days after the day on which any alteration is made in the register of members, make any necessary alteration in the index.

(11) The index shall, in respect of each member, contain a sufficient indication to enable the account of that member in the register to be found readily.

(12) If default is made in complying with this section, the company and any officer of the company who is in default are each guilty of an offence.

(13) In this section:
"listed company" means a company that is a company for the purposes of Part 6.7;
"non-listed company" means a company other than a listed company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 210
Inspection and closing of register

210. (1) A company may close the register of members or part of that register for any time or times, but so that no part of the register shall be closed for more than 30 days in the aggregate in any calendar year.

(2) The register and index shall be open for inspection:
(a) by any member of the company-without charge; and
(b) by any other person-on payment for each inspection of such amount, not exceeding the prescribed amount, as the company requires or, where the company does not require the payment of an amount, without charge.

(3) A person may request a company for a copy of the register or any part of the register (but only so far as it relates to names, addresses, number of shares held and amounts paid on shares) and, where such a request is made, the company shall send the copy to that person:
(a) if the company requires payment of an amount not exceeding the prescribed amount-within 21 days after payment of the amount is received by the company or within such longer period as the Commission approves; or
(b) in a case to which paragraph (a) does not apply-within 21 days after the request is made or within such longer period as the Commission approves.

(4) If default is made in complying with subsection (2) or (3), the company and any officer of the company who is in default are each guilty of an offence.

(5) Any member of a company to which section 140 of the Life Insurance Act 1945 applies is entitled to inspect any register, index, or other record of the company that relates to the members of the company, but may make copies of or take extracts from such a register, index or record only in relation to names, addresses and voting entitlements of the members of the company.

(6) This section has effect subject to Part 6.8.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 211
Consequences of default by agent

211. Where, by virtue of paragraph 1302 (1) (b), the register of members is kept at the office of a person other than the company, and by reason of any default of that other person, the company contravenes section 210 or subsection 1302 (1) or (4) or a requirement of this Act in relation to the production of the register, that other person is liable to the same penalties as if the person were an officer of the company who was in default, and the power of the Court under section 1303 extends to the making of orders against that other person and the person's officers and employees.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 212
Power of Court to rectify register

212. (1) If:
(a) an entry is omitted from the register;
(b) an entry is made in the register without sufficient cause;
(c) an entry wrongly exists in the register;
(d) there is an error or defect in an entry in the register; or
(e) default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member; a person aggrieved, a member or the company may apply to the Court for rectification of the register.

(2) On an application under subsection (1), the Court may:
(a) refuse the application; or
(b) order:
(i) rectification of the register; and
(ii) payment by the company of any damages sustained by any party to the
application.
(3) On any application under subsection (1), the Court may decide:
(a) any question relating to the right of a person who is a party to the application to have the person's name entered in or omitted from the register, whether the question arises between:
(i) a member or alleged member on the one hand and another member or
alleged member on the other hand; or

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(ii) a member or alleged member on the one hand and the company on the
other hand; and
(b) generally any question necessary or expedient to be decided with respect to the rectification of the register.

(4) Where a company is required by this Act to lodge a return containing a list of its members with the Commission, the Court, when making an order for rectification of the register, shall by its order direct a notice of the rectification to be so lodged.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 213
Trustee etc. may be registered as owner of shares

213. (1) In this section:
"share", in relation to a body corporate, means a share in the body that is registered in a register or branch register kept in Australia.
(2) A trustee, executor or administrator of the estate of a dead person who was the registered holder of a share in a corporation may be registered as the holder of that share as trustee, executor or administrator of that estate.

(3) A trustee, executor or administrator of the estate of a dead person who was entitled in equity to a share in a corporation may, with the consent of the corporation and of the registered holder of that share, be registered as the holder of that share as trustee, executor or administrator of that estate.

(4) Where:
(a) a person is appointed, under a law of a State or Territory relating to the administration of the estates of persons who, through mental or physical infirmity, are incapable of managing their affairs, to administer the estate of a person who is so incapable; and
(b) the incapable person is the registered holder of a share in a corporation; the first-mentioned person may be registered as the holder of that share as administrator of that estate.

(5) Where:
(a) a person is appointed, under a law of a State or Territory relating to the administration of the estates of a person who, through mental or physical infirmity, are incapable of managing their affairs, to administer the estate of a person who is so incapable; and
(b) the incapable person is entitled in equity to a share in a corporation; the first-mentioned person may, with the consent of the corporation and of the registered holder of that share, be registered as the holder of the share as administrator of that estate.

(6) Where:
(a) by virtue of the Bankruptcy Act 1966, a share in a body corporate, being the property of a bankrupt, vests in the Official Trustee in Bankruptcy; and
(b) the bankrupt is the registered holder of that share; the Official Trustee may be registered as the holder of that share as the Official Trustee in Bankruptcy.

(7) Where:
(a) by virtue of the Bankruptcy Act 1966, a share in a body corporate, being the property of a bankrupt, vests in the Official Trustee in Bankruptcy; and
(b) the bankrupt is entitled in equity to that share; the Official Trustee may, with the consent of the body and of the registered holder of that share, be registered as the holder of that share as the Official Trustee in Bankruptcy.

(8) A person registered under subsection (2), (3), (4), (5), (6) or (7), is, while registered as mentioned in that subsection, subject:
(a) to the same liabilities in respect of the share as those to which he, she or it would have been subject if the share had remained, or had been, as the case requires, registered in the name of the dead person, the incapable person or the bankrupt, as the case may be; and
(b) to no other liabilities in respect of the share.

(9) Shares in a corporation registered in a register or branch register and held by a trustee in respect of a particular trust may, with the consent of the corporation, be marked in the register or branch register in such a way as to identify them as being held in respect of the trust.

(10) Except as provided in this section and section 209:
(a) no notice of a trust, whether express, implied or constructive, shall be entered on a register or a branch register kept in Australia or be receivable by the Commission;
(b) no liabilities are affected by anything done under a preceding subsection of this section or under section 209; and
(c) nothing so done affects the body corporate concerned with notice of a trust.

(12) Except as provided in a law corresponding to this section or to section 209:
(a) no liabilities are affected by anything done:
(i) at a time when a Division 2 company was a company of a State or
Territory; and
(ii) under a law corresponding to subsection (2), (3), (4), (5), (6), (7)
or (9) of this section or to section 209, as that law applied in relation to the company at that time; and

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(b) nothing so done affects the company with notice of a trust.

(13) A person shall, within one month after beginning to hold shares in a proprietary company as trustee for, or otherwise on behalf of or on account of, a body corporate, serve on the company notice in writing that the person so hold the shares.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 214
Branch registers

214. (1) A company that has a share capital may cause a branch register of members to be kept at a place within or outside Australia but outside the State or Territory where its principal register is kept.

(2) Where a member of a company that keeps its principal register in a particular State or Territory is resident in another State or Territory and requests the company in writing to register in a branch register in that other State or Territory shares held by the member, then, if the company keeps a branch register in that other State or Territory, the company shall register in that branch register the shares held by that member.

(3) A branch register of a company shall be deemed to be part of the company's register of members.

(4) A company that keeps a branch register shall keep it in the same manner as this Act requires the company to keep its principal register.

(5) A company shall keep, at the place where its principal register is kept, a duplicate of each of its branch registers, properly entered up from time to time.

(6) A duplicate kept under subsection (5) shall be deemed to be part of the principal register.

(7) Within 28 days after an entry is made in a branch register of a company, the company shall send a copy of the entry to the place where its principal register is kept.

(8) Subject to subsections (5), (6) and (7), a company shall distinguish shares in the company that are registered in a branch register from the shares registered in its principal register.

(9) Subject to subsections (5), (6) and (7), while shares in a company are registered in a branch register, the company shall not register in any other register a transaction in relation to the shares.

(10) A company may discontinue a branch register and shall, if it does so, transfer all entries in that register:
(a) if that register was in a State or Territory where the company keeps another branch register-to that other branch register; or
(b) otherwise-to the principal register.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 6
Division 6-Options

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 215
Register of options

215. (1) A company shall keep a register of options granted to persons to take up unissued shares in the company.

(2) The company shall, within 14 days after the grant of an option to take up unissued shares in the company, enter in the register the following particulars: (a) the name and address of the holder of the option;
(b) the date on which the option was granted;
(c) the number and description of the shares in respect of which the option was granted;
(d) the period during which, the time at which or the occurrence upon the happening of which the option may be exercised;
(e) the consideration (if any) for the grant of the option;
(f) the consideration (if any) for the exercise of the option or the manner in which that consideration is to be ascertained or determined;
(g) such other particulars as are prescribed.

(3) The register is prima facie evidence of any matters inserted in the register as required or authorised by this Act.

(4) The register shall be open for inspection:
(a) by any member of the company-without charge; and
(b) by any other person-on payment for each inspection of such amount, not exceeding the prescribed amount, as the company requires or, where the company does not require the payment of an amount, without charge.

(5) A person may request a company to furnish him with a copy of the register or any part of the register and, where such a request is made, the company shall send the copy to that person:
(a) if the company requires payment of an amount not exceeding the prescribed amount-within 21 days after payment of the amount is received by the company or within such longer period as the Commission approves; or
(b) in a case to which paragraph (a) does not apply-within 21 days after the request is made or within such longer period as the Commission approves.

(6) A company shall keep, at the place where the register referred to in subsection (1) is kept, a copy of every instrument by which an option to take up unissued shares in the company is granted and, for the purposes of subsections (4) and (5), those copies shall be deemed to be part of the register referred to in subsection (1).

(7) Notwithstanding subsection (6), a company is not required to keep a copy of any instrument by which an option has been granted if the option has been granted official quotation by a securities exchange.

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(8) Failure by a company to comply with any of the provisions of this section in relation to an option does not affect any rights in respect of the option.

(9) If default is made in complying with this section, the company and any officer of the company who is in default are each guilty of an offence.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 216
Options over unissued shares

216. (1) An option granted after the commencement of this section by a public company that enables any person to take up unissued shares in the company after a period of 5 years has elapsed from the date on which the option was granted is void.

(2) Subsection (1) does not apply in a case where the holders of debentures of a company have an option to take up shares in the company by way of redemption of the debentures.

CORPORATIONS ACT 1989 No. 109 of 1989 - CHAPTER 3 CHAPTER 3-INTERNAL ADMINISTRATION

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 3.1
PART 3.1-REGISTERED OFFICE AND NAME

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 217
Registered office of company

217. A company shall, as from its registration day, have a registered office within Australia to which all communications and notices may be addressed and which shall be open:
(a) where a notice has been lodged by the company under subsection 218 (2)-for such hours (being not less than 3) between the hours of 9 a.m. and 5 p.m. of each business day as are specified in the later of that notice or a notice lodged by the company under subsection 218 (4); or
(b) otherwise-for not less than 5 hours between 10 a.m. and 4 p.m. of each business day.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 218
Notice of address of registered office and office hours

218. (1) On the lodging of:
(a) an application for the registration of a company under Division 1 of Part 2.2; or
(b) an application for a body corporate to be registered as a company under Division 2, 3 or 4 of Part 2.2; there shall be lodged a notice in the prescribed form of the address of the proposed registered office of the company.

(2) On the lodging of a notice under subsection (1) or at any later time, notice in the prescribed form of the hours (being not less than 3) between the hours of 9 a.m. and 5 p.m. of each business day during which the company's registered office is to be open may be lodged.

(3) A company shall lodge notice in the prescribed form of a change in the situation of its registered office not later than 7 days after the day on which the change occurred.

(4) Where a notice has been lodged under subsection (2), the company shall, within 7 days after a change in the hours during which its registered office is open, lodge a notice, in the prescribed form, of the change.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 219
Publication of company's name and registration number

219. (1) A company shall set out in legible characters on its common seal, and on each of its other seals, its name followed by, unless its registration number is part of its name, the expression "Australian Company Number" and its registration number.

(2) A company shall set out its name, in legible characters, on:
(a) every public document of the company that is signed, issued or published; and
(b) every eligible negotiable instrument of the company that is signed or issued.

(3) On:
(a) every public document of a company that is signed, issued or published; and
(b) every eligible negotiable instrument of a company that is signed or issued; the company shall, unless its registration number is part of its name, set out in legible characters, after the company's name where it first appears, the expression "Australian Company Number" and the company's registration number.

(4) A company may comply with subsection (1), (2) or (3) by setting out:
(a) the abbreviation "Aust." instead of the word "Australian";
(b) the abbreviation "Co." instead of the word "Company";
(c) the abbreviation "No." instead of the word "Number"; or
(d) the abbreviation "A.C.N." instead of the expression "Australian Company Number".

(5) A person (whether or not an officer of the company) shall not, on a company's behalf:
(a) use, or authorise the use of, a seal that purports to be a seal of the company but contravenes subsection (1); or
(b) issue, sign or publish a public document of the company that contravenes subsection (2) or (3).

(6) A person (whether an officer of the company or not) shall not sign or

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issue, or authorise to be signed or issued, on a company's behalf, an eligible negotiable instrument of the company that contravenes subsection (2).

(7) A person who contravenes subsection (6) is liable to the holder of the eligible negotiable instrument for the amount due on it unless that amount is paid by the company.

(8) A company shall paint or affix and keep painted or affixed, in a conspicuous position and in letters easily legible, on the outside of its registered office and of every office and place at which its business is carried on and that is open and accessible to the public:
(a) its name; and
(b) in the case of its registered office-the expression "Registered Office".

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 220
Service of documents on company

220. (1) A document may be served on a company by leaving it at, or by sending it by post to, the registered office of the company.

(2) For the purposes of subsection (1), the situation of the registered office of a company:
(a) in a case to which neither paragraph (b) nor paragraph (c) applies-shall be deemed to be the place notice of the address of which has been lodged under subsection 218 (1);
(b) if only one notice of a change in the situation of the registered office has been lodged under subsection 218 (3)-shall, on and from:
(i) the day that is 7 days after the day on which the notice was lodged;
or
(ii) the day that is specified in the notice as the day from which the
change is to take effect;
whichever is later, be deemed to be the place the address of which is
specified in the notice; or
(c) if 2 or more notices of a change in the situation of the registered office have been lodged under subsection 218 (3)-shall, on and from:
(i) the day that is 7 days after the day on which the later or latest of
those notices was lodged; or
(ii) the day that is specified in the later or latest of those notices as
the day from which the change is to take effect;
whichever is later, be deemed to be the place the address of which is
specified in the relevant notice; and shall be so deemed to be that place irrespective of whether the address of a different place is shown as the address of the registered office of the company in a return or other document (not being a notice under subsection 218 (3)) lodged after the notice referred to in paragraph (a) or (b), or the later or latest of the notices referred to in paragraph (c), was lodged.

(3) For the purposes of subsection (1), the situation of the registered office of a Division 2 company shall, unless and until a notice is lodged in relation to the company under section 218, be deemed to be the place that was, immediately before the company's registration day, deemed, for the purposes of a law corresponding to subsection (1) of this section, to be the situation of the company's registered office within the meaning of that law.

(4) Without limiting the operation of subsection (1), a document may be served on a company by delivering a copy of the document personally to each of 2 directors of the company who reside in Australia or an external Territory.

(5) Where a liquidator of a company has been appointed, a document may be served on the company by leaving it at, or by sending it by post to, the last address of the office of the liquidator notice of which has been lodged.

(6) Where an official manager of a company has been appointed, a document may be served on the company by leaving it at, or by sending it by post to, the last address of the office of the official manager notice of which has been lodged.

(7) Nothing in this section affects:
(a) the power of the Court to authorise a document to be served on a company in a manner not provided for by this section; or
(b) the operation of an Australian law authorising a document to be served on a company in a manner not provided for by this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 3.2
PART 3.2-OFFICERS

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 221
Directors

221. (1) A public company shall have at least 3 directors and a proprietary company shall have at least 2 directors.

(2) A body corporate is incapable of being appointed as a director of a company.

(3) In the case of a public company, at least 2 directors shall be persons who ordinarily reside within Australia and, in the case of a proprietary company, at least one director shall be a person who ordinarily so resides.

(4) Where the articles of a company incorporated before 1 July 1982 provide for the appointment of one director only, the articles shall be deemed to provide for the appointment of 2 directors.

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CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 222
Restrictions on appointment or advertisement of director

222. (1) A person shall not be named as a director or proposed director in the memorandum or articles of a company, or in a prospectus issued by or on behalf of a company, unless, before the registration of the memorandum or articles or the issue of the prospectus, as the case may be, the person has, either personally or by an agent authorised in writing for the purpose, signed and lodged with the Commission a consent in writing to act as a director and:
(a) signed the memorandum for a number of shares not less than the person's qualification (if any);
(b) signed and lodged with the Commission a written undertaking to take from the company, and pay for, the person's qualification shares (if any);
(c) made and lodged with the Commission a written statement to the effect that a number of shares, not less than the person's qualification (if any), are registered in the person's name; or
(d) in the case of a company formed, or intended to be formed, by way of reconstruction of another body corporate or group of bodies corporate or to acquire the shares in another body corporate or group of bodies corporate-made and lodged with the Commission a written statement that the person was a shareholder in that other body corporate or in one or more of the bodies corporate of that group and that, as a shareholder, the person will be entitled to receive and have registered in the person's name a number of shares not less than the person's qualification by virtue of the terms of an agreement relating to the reconstruction.

(2) Where a person has signed and lodged an undertaking to take, and pay for, the person's qualification shares, the person is, as regards those shares, in the same position as if the person had signed the memorandum for that number of shares.

(3) The preceding provisions of this section (other than the provisions relating to the signing of a consent to act as director) do not apply to:
(a) a company that does not have a share capital;
(b) a proprietary company; or
(c) a prospectus issued by or on behalf of a company, or the articles adopted by a company, after the end of one year after the date of incorporation of the company.

(4) On the lodging of the memorandum of a company for registration, the persons desiring the incorporation of the company shall also lodge with the Commission a list, certified by one of those persons to be correct, of the persons who have consented to be directors of the company, and, if the list contains the name of any person who has not so consented, the person who certified the list to be correct contravenes this subsection.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 223
Qualification of director

223. (1) Without affecting the operation of any of the preceding provisions of this Part, a director of a company who is by the articles required to hold a specified share qualification and is not already qualified shall obtain the qualification within 2 months after the person's appointment or such shorter period as is fixed by the articles.

(2) Unless otherwise provided by the articles, the qualification of a director of a company must be held by the director solely and not as one of several joint holders.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 224
Vacation of office

224. (1) The office of a director of a company is, by force of this section, vacated if the person holding the office:
(a) has not within the period referred to in subsection 223 (1) obtained the person's qualification;
(b) after so obtaining that qualification ceases at any time to hold the qualification;
(c) becomes an insolvent under administration;
(d) is convicted of an offence in respect of a contravention of subsection 229 (2);
(e) becomes subject to a section 230 order;
(f) becomes subject to a section 599 order; or
(g) becomes subject to a section 600 notice.

(2) A person whose office is vacated because of paragraph (1) (a) or (b) or was vacated because of a corresponding law is incapable of being re-appointed as a director until the person has obtained the person's qualification.

(3) A person whose office is vacated because of paragraph (1) (c) or was vacated because of a corresponding law is incapable, without the leave of the Court, of being re-appointed as a director until the person ceases to be an insolvent under administration.

(4) A person whose office is vacated because of paragraph (1) (d) or was vacated because of a corresponding law is incapable, without the leave of the Court, of being re-appointed as a director until the end of the period of 5 years referred to in subsection 229 (2) or in a corresponding law, as the case may be.

(5) A person whose office is vacated because of paragraph (1) (e) or (f) or was vacated because of a corresponding law is incapable of being re-appointed as a director until the end of the period specified in the order referred to

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in that paragraph or in the order referred to in that corresponding law, as the case may be.

(6) A person whose office is vacated because of paragraph (1) (g) or was vacated because of a corresponding law is incapable, without the leave of the Court, of being re-appointed as a director until the end of the period specified in the notice referred to in that paragraph or in the notice referred to in that corresponding law, as the case may be.

(7) A person whose office is vacated because of paragraph (1) (a) or (b) or was vacated because of a corresponding law shall not purport to act as a director of the company unless the person has been validly re-appointed as a director.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 225
Appointment of directors of public company to be voted on individually

225. (1) At a general meeting of a public company, a motion for the appointment of 2 or more persons as directors by a single resolution shall not be moved unless a resolution that it be moved has first been agreed to by the meeting without any vote being cast against it.

(2) A resolution passed pursuant to a motion moved in contravention of this section is void, whether or not the moving of the motion was objected to at the time.

(3) Where a resolution pursuant to a motion moved in contravention of this section is passed, no provision for the automatic re-appointment of retiring directors in default of another appointment applies.

(4) For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for the person's appointment.

(5) Nothing in this section applies to a resolution altering the company's articles.

(6) Nothing in this section prevents the election of 2 or more directors by ballot or poll.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 226
Validity of acts of directors and secretaries

226. (1) The acts of a director or secretary of a company are valid notwithstanding any defect that may afterwards be discovered in his or her appointment or qualification.

(2) Where a person whose office as director of a company is vacated pursuant to subsection 224 (1) or was vacated pursuant to a corresponding law purports to do an act as a director of the company, that act is as valid, in relation to a person dealing with the company in good faith and for value and without actual knowledge of the matter because of which the office of the first-mentioned person was vacated, as if that office had not been vacated.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 227
Removal of directors

227. (1) A public company may, by resolution, remove a director before the end of the director's period of office, notwithstanding anything in its articles or in any agreement between it and the director.

(2) Where a director so removed was appointed to represent the interests of a particular class of shareholders or debenture holders, the resolution to remove the director does not take effect until a successor has been appointed.

(3) Special notice is required of:
(a) a resolution to remove a director under this section; or
(b) a resolution to appoint a person in place of a director so removed at the meeting at which the director is removed.

(4) As soon as practicable after receiving notice of an intended resolution to remove a director under this section, the company shall send a copy of the notice to the director concerned, and the director (whether or not a member of the company) is entitled to be heard on the resolution at the meeting.

(5) Where notice is given in accordance with subsection (1) and the director concerned makes with respect to the notice written representations to the company (not exceeding a reasonable length) and requests that the representations be notified to members of the company, the company shall, unless the representations are received by it too late for it to do so:
(a) state, in any notice of the resolution given to members of the company, that the representations have been made; and
(b) send a copy of the representations to every member of the company to whom notice of the meeting has been or is sent.

(6) If a copy of the representations is not so sent because they were received too late or because of the company's default, the director may, without prejudice to any right to be heard orally, require that the representations be read out at the meeting.

(7) Notwithstanding the preceding provisions of this section, copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the appliction either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter.

(8) On an application under subsection (7), the Court may order that the costs of the applicant be paid in whole or in part by the director, even if the director is not a party to the application.

(9) A vacancy created by the removal of a director under this section, if

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not filled at the meeting at which the director is removed, may be filled as a casual vacancy.

(10) A person appointed as a director in place of a person removed under this section shall be treated, for the purpose of determining the time at which that person or any other director is to retire, as if that person had become a director on the day on which the person in whose place that person is appointed was last appointed a director.

(11) Nothing in the preceding provisions of this section:
(a) deprives a person removed under those provisions of compensation or damages payable to the person in respect of the termination of the person's appointment as director or of any appointment terminating with that as director; or
(b) derogates from any power to remove a director that may exist apart from this section.

(12) A director of a public company shall not be removed by, or be required to vacate his or her office because of, any resolution, request or notice of the directors or any of them notwithstanding anything in the articles or any agreement.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 228
Age of directors

228. (1) Subject to this section, a person who has obtained the age of 72 years shall not be appointed or act as a director of:
(a) a public company; or
(b) a company that is a subsidiary of a public company.

(2) Nothing in subsection (1) prevents a person from acting as a director of a company during the period beginning on the day on which the person attains the age of 72 years and ending at the conclusion of the annual general meeting beginning next after that day.

(3) The office of a director of a public company or of a subsidiary of a public company becomes vacant at the conclusion of the annual general meeting of that public company or that subsidiary, as the case may be, beginning next after the director attains the age of 72 years.

(4) An act done by a person as a director is valid notwithstanding that it is afterwards discovered that he or she had attained the age of 72 years at the time of his or her appointment or that his or her appointment had terminated by virtue of subsection (3).

(5) Where the office of a director has become vacant by virtue of subsection (3), no provision for the automatic re-appointment of retiring directors in default of another appointment applies in relation to that director.

(6) If a vacancy created by virtue of subsection (3) is not filled at the meeting at which the office became vacant, the office may be filled as a casual vacancy.

(7) Subject to subsection (8), a person who has attained the age of 72 years may, by a resolution stating the age of that person, being a resolution:
(a) of which not less than 14 days' written notice has been given to the members of the company entitled to vote stating that the person is a candidate for election who has attained the age of 72 years and stating the person's age; and
(b) which is passed by a majority of not less than three-quarters of such members of the company as, being entitled so to do, vote in person or where proxies are allowed, by proxy, at a general meeting of that company; be appointed or re-appointed as a director of that company to hold office until the conclusion of the next annual general meeting of the company.

(8) Where the company is a subsidiary of a public company, the appointment or re-appointment referred to in subsection (7) does not have effect unless:
(a) the person appointed or re-appointed is a director of the holding company; or
(b) the appointment or re-appointment of the person as a director of the company has been approved by a resolution of the holding company:
(i) of which not less than 14 days' written notice was given to the
members of the holding company entitled to vote stating that the person was a candidate for election as a director of the company who had attained the age of 72 years and stating the person's age; and
(ii) which was passed by a majority of not less than three-quarters of
such members of the holding company as, being entitled so to do, voted in person or, where proxies were allowed, by proxy at a general meeting of the holding company.

(9) Where:
(a) the articles of a company limited by guarantee provide for the holding of postal ballots for the election of a director or directors; and
(b) a postal ballot for the election of a director or directors is held, being a postal ballot in which:
(i) the members entitled to vote have been given notice in writing by the company stating that a candidate for election has attained the age of 72 years and stating the age of the candidate; and
(ii) that candidate is elected by a majority of not less than
three-quarters of the members who, being entitled to vote, vote in the ballot;
that candidate may be appointed or re-appointed as a director to hold office until the conclusion of the next annual general meeting of the company.

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(10) Where the articles of a company limited by guarantee provide for the election or appointment of a director or directors otherwise than by members at a general meeting or by postal ballot of members and the Commission declares in writing that this section does not apply to the company or its directors, then, subject to such conditions (if any) as the Commission specifies in the declaration, this section does not so apply.

(11) A vacancy in the office of a director occurring by virtue of subsection (3) shall not be taken into account in determining when other directors are to retire.

(12) Nothing in this section limits or affects the operation of any provision of the memorandum or articles of a company preventing any person from being appointed a director or requiring any director to vacate his or her office at any age less than 72 years.

(13) A person is incapable of being appointed as a director of a company unless the person has attained the age of 18 years.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 229
Certain persons not to manage certain bodies corporate

229. (1) In this section:
"relevant body corporate" means:
(a) a company;
(b) a foreign corporation; or
(c) a prescribed corporation.

(2) A person who is an insolvent under administration shall not be a director or promoter of, or be in any way (whether directly or indirectly) concerned in or take part in the management of, a relevant body corporate without the leave of the Court.

(3) A person who has, whether before or after the commencement of this Part, been convicted:
(a) on indictment of any offence in connection with the promotion, formation or management of a body corporate;
(b) of any offence involving fraud or dishonesty punishable on conviction by imprisonment for a period of not less than 3 months; or
(c) of any offence for a contravention of section 232, 590, 591, 592, 595, 996 or 1307, of Part 6.6, of Division 2 of Part 7.11, or of a corresponding law; shall not, within 5 years after the conviction or, if the person was sentenced to imprisonment, after release from prison, without the leave of the Court, be a director or promoter of, or be in any way (whether directly or indirectly) concerned in or take part in the management of, a relevant body corporate.

(4) In any proceeding for a contravention of subsection (3), a certificate by a prescribed authority stating that a person was released from prison on a specified date is prima facie evidence that that person was released from prison on that date.

(5) When granting leave under this section, the Court may impose such conditions or restrictions as it thinks fit and a person shall not contravene any such condition or restriction.

(6) A person intending to apply for leave of the Court under this section shall give to the Commission not less than 21 days notice of the person's intention so to apply.

(7) The Court may at any time, on the application of the Commission, revoke leave granted by the court under this section.

(8) Any leave granted by a court under a corresponding law before the commencement of this Part has effect for the purposes of this section as if it had been granted by the Court under this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 230
Court may order persons not to manage certain bodies corporate

230. (1) Where, on application by the Commission or a person who is a prescribed person in relation to the body corporate concerned, or any of the bodies corporate concerned, the Court is satisfied:
(a) that:
(i) a relevant body corporate has, during a period in which a person (in
this subsection called the "relevant person") was a relevant officer of the company repeatedly breached relevant legislation; and
(ii) the relevant person failed to take reasonable steps to prevent the
body corporate so breaching relevant legislation;
(b) that:
(i) each of 2 or more relevant bodies corporate has, at a time when a
person (in this subsection also called the "relevant person") was a relevant officer of the body corporate, breached relevant legislation; and
(ii) in each case the relevant person failed to take relevant steps to
prevent the body corporate from breaching relevant legislation;
(c) that:
(i) a person (in this subsection also called the "relevant person") has
repeatedly breached relevant legislation; and
(ii) on 2 or more of the occasions when the relevant person breached
relevant legislation, the relevant person was a relevant officer of a relevant body corporate (whether or not the relevant person was a relevant officer of the same relevant body corporate on each of those occasions); or

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(d) that, at any time during a period in which a person (in this subsection also called the "relevant person") has been or was a relevant officer of a relevant body corporate, the relevant person acted dishonestly, or failed to exercise a reasonable degree of care and diligence, in the performance of the relevant person's duties as an officer of the body corporate; the Court may by order prohibit the relevant person, for such period as is specified in the order, from managing a relevant body corporate.

(2) Where an order has been made under subsection (1) on the application of a person other than the Commission, the person shall, within 7 days after the making of the order, lodge an office copy of the order.

(3) A person who is subject to a section 230 order (whether made before or after the commencement of this section) shall not be a director or promoter of, or be in any way (whether directly or indirectly) concerned in or take part in the management of, a relevant body corporate.

(4) In this section:
(a) a reference to a contravention of a provision of a corresponding law includes a reference to such a contravention that occurred before the commencement of this Part; and
(b) a reference to a period in which a person has been or was a relevant officer of a body corporate includes a reference to such a period that elapsed, or part of which elapsed, before that commencement.

(5) For the purposes of this section:
(a) a body corporate or other person shall be taken to have breached relevant legislation if the body corporate or other person has contravened a provision of a relevant enactment; and
(b) a body corporate or another person may be taken to have repeatedly breached relevant legislation if the body corporate or the other person has:
(i) on 2 or more occasions, contravened a particular provision of a
relevant enactment;
(ii) contravened 2 or more provisions of a relevant enactment; or
(iii) contravened provisions of 2 or more relevant enactments.

(6) In this section:
"prescribed person", in relation to a body corporate, means:
(a) an official manager, liquidator or provisional liquidator of the body
corporate;
(b) a member of the body corporate;
(c) a creditor of the body corporate; or
(d) a person who is authorised by the Commission to make applications
under this section, or to make an application under this section in relation to the body corporate;
"relevant body corporate" means:
(a) a company;
(b) a foreign corporation; or
(c) a prescribed corporation;
"relevant enactment" means this Act or a law corresponding to a provision of this Act;
"relevant officer", in relation to a body corporate, means a director, secretary or executive officer of the body corporate.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 231
Disclosure of interests in contracts, property, offices etc.

231. (1) Subject to this section, a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company shall, as soon a practicable after the relevant facts have come to the director's knowledge, declare the nature of the interest at a meeting of the directors.

(2) The requirements of subsection (1) do not apply in respect of an interest of a director of a company that consists only of being a member or creditor of a company that is interested in a contract or proposed contract with the first-mentioned company if the interest of the director may properly be regarded as not being a material interest.

(3) A director of a company shall not be taken to be, or to have been at any time, interested in a contract or proposed contract merely because:
(a) where the contract or proposed contract relates to a loan to the company-the director has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
(b) where the contract or proposed contract has been or will be made with or for the benefit of or on behalf of a body corporate that is related to the company-the director is a director of that body corporate.

(4) Subsection (3) has effect not only for the purposes of this Act but also for the purposes of any rule of law, but does not affect the operation of any provision in the articles of the company.

(5) For the purposes of subsection (1), a general notice given to the directors of a company by a director to the effect that the director is an officer or member of a specified body corporate or a member of a specified firm and is to be regarded as interested in any contract that may, after the date of the notice, be made with that body corporate or firm shall be deemed to be a sufficient declaration of interest in relation to any contract so made or proposed to be made if:
(a) the notice states the nature and extent of the director's interest in

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the body corporate or firm;
(b) when the question of confirming or entering into the contract is first taken into consideration, the extent of the director's interest in the body corporate or firm is not greater than is stated in the notice; and
(c) the notice is given at a meeting of the directors or the director takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given.

(6) A director of a company who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as director shall, in accordance with subsection (7), declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict.

(7) A declaration required by subsection (6) in relation to the holding of an office or the possession of any property shall be made by a person:
(a) where the person holds the office or possesses the property as mentioned in subsection (6) when the person becomes a director-at the first meeting of directors held after:
(i) the person becomes a director; or
(ii) the relevant facts as to the holding of the office or the possession
of the property come to the person's knowledge;
whichever is later; or
(b) where the person begins to hold the office or comes into possession of the property as mentioned in subsection (6) after the person becomes a director-at the first meeting of directors held after the relevant facts as to the holding of the office or the possession of the property come to the person's knowledge.

(8) A secretary of a company shall record every declaration under this section in the minutes of the meeting at which it was made.

(9) Except as provided in subsection (3), this section is in addition to, and not in derogation of, the operation of any rule of law or any provision in the articles restricting a director from having any interest in contracts with the company or from holding offices or possessing properties involving duties or interests in conflict with his or her duties or interests as a director.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 232
Duty and liability of officers of certain bodies corporate

232. (1) In this section:
"officer", in relation to a body corporate, means:
(a) a director, secretary or executive officer of the body corporate;
(b) a receiver, or receiver and manager, of property of the body
corporate, or any other authorised person who enters into possession or assumes control of property of the body corporate for the purpose of enforcing any charge;
(c) an official manager or a deputy official manager of the body
corporate;
(d) a liquidator of the body corporate; and
(e) a trustee or other person administering a compromise or arrangement
made between the body corporate and another person or other persons;
"relevant body corporate" means:
(a) a company;
(b) a foreign corporation; or
(c) a prescribed corporation.

(2) An officer of a relevant body corporate shall at all times act honestly in the exercise of his or her powers and the discharge of the duties of his or her office.

(3) The penalty applicable to a contravention of subsection (2) is:
(a) if the contravention was committed with intent to deceive or defraud the company, members or creditors of the company or creditors of any other person or for any other fraudulent purpose-$20,000 or imprisonment for 5 years, or both; or
(b) otherwise-$5,000.

(4) An officer of a relevant body corporate shall at all times exercise a reasonable degree of care and diligence in the exercise of his or her powers and the discharge of his or her duties.

(5) An officer or employee of a relevant body corporate, or a former officer or employee of a relevant body corporate, shall not make improper use of information acquired by virtue of his or her position as such an officer or employee to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the body corporate.

(6) An officer or employee of a relevant body corporate shall not make improper use of his or her position as such an officer or employee, to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the body corporate.

(7) Where:
(a) a person is convicted of an offence for a contravention of this section; and
(b) the court is satisfied that the body corporate has suffered loss or damage as a result of the act or omission that constituted the offence; the court by which the person is convicted may, in addition to imposing a penalty, order the convicted person to pay compensation to the body corporate of such

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amount as that court specifies, and any such order may be enforced as if it were a judgment of that court.

(8) Where a person contravenes a provision of this section in relation to a body corporate, the body corporate may, whether or not the person has been convicted of an offence in respect of that contravention, recover from the person as a debt due to the body corporate by action in any court of competent jurisdiction:
(a) if that person or any other person made a profit as a result of the contravention-an amount equal to that profit; and
(b) if the body corporate has suffered loss or damage as a result of the contravention-an amount equal to that loss or damage.

(9) Where a person who contravenes this section has been found by a court to be liable to pay an amount to a person because of a contravention of Part 7.11 that arose out of or was constituted by the same act or transaction as the contravention of this section, the amount of the liability of the person under this section shall be reduced by the first-mentioned amount.

(10) For the purposes of subsection (9), the onus of proving that the liability of a person to pay an amount to another person arose from the same act or transaction as that from which another liability arose lies on the person liable to pay the amount.

(11) This section has effect in addition to, and not in derogation of, any rule of law relating to the duty or liability of a person by reason of the person's office or employment in relation to a body corporate and does not prevent the institution of any civil proceedings in respect of a breach of such a duty or in respect of such a liability.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 233
Liability of directors for debts etc. incurred by body corporate acting as
trustee

233. (1) Where:
(a) a relevant body corporate while acting or purporting to act in the capacity of trustee of a trust, incurs a liability:
(i) in the case of a company or prescribed corporation-whether within or
outside Australia; or
(ii) in the case of a foreign corporation-within Australia;
(b) the relevant body corporate is for any reason not entitled to be fully indemnified out of the assets of the trust in respect of the liability; and
(c) the relevant body corporate has not discharged, and is unable to discharge, the liability or a part of the liability; the relevant body corporate and the persons who were directors of the relevant body corporate when the liability was incurred and were not innocent directors in relation to the incurring of the liability are jointly and severally liable to discharge the liability or the undischarged part of the liability, as the case may be.

(2) For the purposes of this section, a trustee of a trust shall not, merely because:
(a) the trust has no assets; or
(b) the assets of the trust are insufficient to indemnify the trustee in respect of the liability concerned; be taken not to be entitled to be fully indemnified out of the assets of the trust in respect of a liability.

(3) In this section:
"Australia" includes the external Territories;
"innocent director", in relation to the incurring of a liability by a relevant body corporate while acting or purporting to act in a capacity of trustee of a trust, means a person who:
(a) was a director of the relevant body corporate at the time when the
liability was incurred; and
(b) if the persons who were directors of the relevant body corporate at
that time had been at that time the trustees of the trust and had incurred the liability, would have been entitled to be fully indemnified in respect of the liability by one or more of the other trustees;
"liability" means a debt, liability or other obligation;
"relevant body corporate" means:
(a) a company;
(b) a foreign corporation; or
(c) a prescribed corporation.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 234
Loans to directors

234. (1) Subject to this section, a company shall not, whether directly or indirectly:
(a) make a loan to:
(i) a director of the company, a spouse of such a director, or a relative of such a director or spouse;
(ii) a director of a body corporate that is related to the company, a
spouse of such a director, or a relative of such a director or spouse;
(iii) a trustee of a trust under which a person referred to in
subparagraph (i) or (ii) has a beneficial interest where the loan is made to the trustee in the capacity as trustee;
(iv) a trustee of a trust under which a body corporate has a beneficial
interest, where a person referred to in subparagraph (i) or (ii) has, or 2 or more such persons together have, a relevant interest or relevant interests in
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shares in the body corporate the nominal value of which is not less than 10% of the nominal value of the issued share capital of the body corporate, being a loan made to the trustee in the capacity as trustee; or
(v) a body corporate, where a person referred to in subparagraph (i) or
(ii) has, or 2 or more such persons together have, a relevant interest or relevant interests in shares in the body corporate the nominal value of which is not less than 10% of the nominal value of the issued share capital of the body corporate; or
(b) give a guarantee or provide security in connection with a loan made or to be made by another person to a natural person or body corporate referred to in paragraph (a).

(2) For the purposes of subsection (1), where:
(a) a company:
(i) makes a loan to a body corporate or gives a guarantee or provides
security in connection with a loan made to a body corporate; or
(ii) makes a loan to a trustee of a trust under which a body corporate has a beneficial interest, or gives a guarantee or provides security in connection with a loan made to a trustee of a trust under which a body corporate has a beneficial interest;
(b) the company has a relevant interest or relevant interests in shares in the body corporate; and
(c) a person has, or 2 or more persons together have, a relevant interest or relevant interests in shares in the company; the matters referred to in paragraphs (b) and (c) shall be disregarded for the purpose of determining whether the person has, or the persons together have, as the case may be, a relevant interest or relevant interests in the shares referred to in paragraph (b).

(3) Nothing in subsection (1) applies:
(a) to anything done by a company that is an exempt proprietary company;
(b) to a loan made by a company to, or a guarantee given or security provided by a company in relation to, a body corporate that is related to the company if the making of the loan, the giving of the guarantee or the provision of the security has been authorised by a resolution of the directors;
(c) subject to subsection (4), to anything done by a company to provide a person with funds to meet expenditure incurred or to be incurred by the person for the purposes of the company or for the purpose of enabling the person properly to perform duties as an officer of the company;
(d) subject to subsection (4), to anything done by a company to provide a person who is engaged in the full-time employment of the company or of a body corporate that is related to the company with funds to meet expenditure incurred or to be incurred by the person in purchasing or otherwise acquiring premises to be used by the person as the person's principal place of residence;
(e) to a loan made by a company to a person who is engaged in the full-time employment of the company or of a body corporate that is related to the company, where:
(i) if neither subparagraph (ii) nor (iii) applies-the company has at a
general meeting;
(ii) if the company is a subsidiary of a listed company or listed
companies-the company and the listed company or listed companies have at general meetings; or
(iii) if the company is not a subsidiary of a listed company but is a
subsidiary whose ultimate holding company is incorporated in Australia or an external Territory-the company and the ultimate holding company have at general meetings;
approved a scheme for the making of such loans and the loan is made in
accordance with the scheme; or
(f) to a loan made, guarantee given or security provided by a company in the ordinary course of its ordinary business where:
(i) that business includes the lending of money or the giving of
guarantees or the provision of security in connection with loans made by other persons; and
(ii) the loan that is made by the company or in respect of which the
company gives the guarantee or provides the security is made on ordinary commercial terms as to the rate of interest, the terms of repayment of principal and payment of interest, the security to be provided and otherwise.

(4) Paragraph (3) (c) or (d) does not authorise the making of any loan, the entering into any guarantee or the provision of any security except:
(a) with the prior approval of:
(i) if neither subparagraph (ii) or (iii) applies-the company;
(ii) if the company is a subsidiary of a listed company or listed
companies-the company and the listed company or listed companies; or
(iii) if the company is not a subsidiary of a listed company but is a
subsidiary whose ultimate holding company is incorporated in Australia or an external Territory-the company and the ultimate holding company;
given at a general meeting of the company or at general meetings of the
company and the listed company or listed companies or of the company and the ultimate holding company, as the case may be, at which the purposes of the

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expenditure and the amount of the loan or the extent of the guarantee or security, as the case may be, are disclosed; or
(b) on condition that, if the making of the loan, the giving of the guarantee or the provision of the security is not approved:
(i) if neither subparagraph (ii) nor (iii) applies-by the company at or
before the next annual general meeting of the company;
(ii) if the company is a subsidiary of a listed company or listed
companies-by the company at or before the next annual general meeting of the company or by the listed company or by each listed company at or before the next annual general meeting of the listed company concerned; or
(iii) if the company is not a subsidiary of a listed company but is a
subsidiary whose ultimate holding company is incorporated in Australia or an external Territory-by the company at or before the next annual general meeting of the company or by the ultimate holding company at or before the next annual general meeting of the ultimate holding company;
the loan be repaid or the liability under the guarantee or security be
discharged, as the case may be, within 6 months after the conclusion of that meeting.

(5) A company that makes a loan, gives a guarantee or provides security in contravention of this section is not guilty of an offence, but a person involved in the contravention contravenes this subsection.

(6) The penalty applicable to a contravention of subsection (5) is:
(a) if it was committed with intent to deceive or defraud the company, members or creditors of the company or creditors of any other person or for any other fraudulent purpose-$20,000 or imprisonment for 5 years, or both; or
(b) otherwise-$5,000.

(7) Where a company makes a loan, gives a guarantee or provides security in contravention of this section:
(a) in the case of a loan made to, or a guarantee given or security provided in relation to a loan made to, a director of the company or of a body corporate that is related to the company or a spouse of such a director, or a relative of such a director or spouse:
(i) the directors of the company; and
(ii) any officers of the company who are liable to be prosecuted in
respect of the contravention, whether or not they, or any of them, have been convicted of an offence or offences in respect of the contravention;
are jointly and severally liable to indemnify the company against any loss
arising from the making of the loan, the giving of the guarantee or the providing of the security, as the case may be;
(b) in the case of a loan made to, or a guarantee given or security provided in relation to a loan made to, a trustee of a trust referred to in subparagraph (1) (a) (iii):
(i) any director of the company, or of a body corporate that is related
to the company, by virtue of whose beneficial interest under the trust the making of the loan, the giving of the guarantee or the provision of the security contravened this section; and
(ii) any other officers of the company who are liable to be prosecuted in
respect of the contravention, whether or not they, or any of them have been convicted of an offence or offences in respect of the contravention;
are jointly and severally liable to indemnify the company against any loss
arising from the making of the loan, the giving of the guarantee or the providing of the security, as the case may be;
(c) in the case of a loan made to, or a guarantee given or security provided in relation to a loan made to, a trustee of a trust under which a body corporate (in this paragraph called the "relevant body corporate") has a beneficial interest in circumstances referred to in subparagraph (1) (a) (iv):
(i) any director of the company, or of a body corporate that is related
to the company, by virtue of whose relevant interest or relevant interests in shares in the relevant body corporate the making of the loan, the giving of the guarantee or the provision of the security contravened this section; and
(ii) any other officers of that company or of the relevant body corporate
who are liable to be prosecuted in respect of the contravention, whether or not they, or any of them, have been convicted of an offence or offences in respect of the contravention;
are jointly and severally liable to indemnify the company against any loss
arising from the making of the loan, the giving of the guarantee or the providing of the security, as the case may be; or
(d) in a case of a loan made to, or a guarantee given or security provided in relation to a loan made to, a body corporate referred to in subparagraph (1) (a) (v) (in this paragraph called the "relevant body corporate"):
(i) any director of the company, or of a body corporate that is

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related
to the company, by virtue of whose relevant interest or relevant interests in shares in the relevant body corporate the making of the loan, the giving of the guarantee or the provision of the security contravened this section; and
(ii) any other officers of that company or of the relevant body corporate
who are liable to be prosecuted in respect of the contravention, whether or not they, or any of them, have been convicted of an offence or offences in respect of the contravention;
are jointly and severally liable to indemnify the company against any loss
arising from the making of the loan, the giving of the guarantee or the providing of the security, as the case may be.

(8) It is a defence to a prosecution for a contravention of subsection (1) or (5) or to a proceeding instituted in respect of a liability under subsection (7) if it is proved that the defendant had no knowledge of the making of the loan, the giving of the guarantee or the provision of the security.

(9) Nothing in this section prevents the company from recovering the amount of, or of any interest on, any loan made, or any amount for which it becomes liable under any guarantee given or in respect of any security provided, contrary to this section.

(10) If a person has made a loan in relation to which a company has given a guarantee or provided security in contravention of this section, the person may enforce the guarantee or security against the company if, and only if:
(a) where the company is a proprietary company-a certificate signed by a director and a secretary of the company certifying that the company was an exempt proprietary company was given to the person before the guarantee was given or the security was provided; or
(b) in any case-a certificate signed by a director and a secretary of the company certifying that the company was not prohibited by this section from giving the guarantee or providing the security was given to the person before the guarantee was given or the security was provided and the person did not know, and had no reason to believe, that the certificate was incorrect.

(11) A director or secretary of a company shall not give to a person a certificate referred to in subsection (10) that is false.

(12) This section is in addition to, and not in derogation of, any other law in force in Australia.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 235
Register of directors' shareholdings etc.

235. (1) A company shall keep a register showing with respect to each director of the company particulars of:
(a) shares in the company or in a body corporate that is related to the company, being shares in which the director has a relevant interest, and the nature and extent of that interest;
(b) debentures of, or prescribed interests made available by, the company or a body corporate that is related to the company, being debentures or prescribed interests in which the director has a relevant interest, and the nature and extent of that interest;
(c) rights or options of the director or of the director and another person or other persons in respect of the acquisition or disposal of shares in, debentures of, or prescribed interests made available by, the company or a body corporate that is related to the company; and
(d) contracts to which the director is a party or under which the director is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in, debentures of, or prescribed interests made available by, the company or a body corporate that is related to the company.

(2) A company need not show in its register with respect to a director particulars of shares in a body corporate that is related to the company and is a wholly-owned subsidiary of the company or of another body corporate.

(3) A company that is a wholly-owned subsidiary of another company shall be deemed to have complied with this section in relation to a director who is a director of that other company if the particulars required by this section to be shown in the register of the first-mentioned company with respect to the director are shown in the register of the second-mentioned company.

(4) A company shall, within 7 days after receiving notice from a director under paragraph 236 (1) (a) or a corresponding law, enter in its register in relation to the director the particulars referred to in subsection (1) including the number and description of shares, debentures, prescribed interests, rights, options and contracts to which the notice relates and, in respect of shares, debentures, prescribed interests, rights or options acquired or contracts entered into after the director became a director:
(a) the price or other consideration for the transaction (if any) by reason of which an entry in required to be made under this section; and
(b) the date of:
(i) the agreement for the transaction or, if it is later, the completion
of the transaction; or
(ii) where there was no transaction, the occurrence of the event

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because
of which an entry is required to be made under this section.

(5) A company shall, within 3 days after receiving a notice from a director under paragraph 236 (1) (b) or a corresponding law, enter in its register the particulars of the change referred to in the notice.

(6) A company is not, because of anything done under this section, to be taken for any purpose to have notice of, or to be upon inquiry as to, the right of a person to or in relation to a share in, debenture of, or prescribed interest made available by, the company.

(7) A register kept by a company under this section shall be open for inspection:
(a) by any member of the company-without charge; and
(b) by any other person-on payment for each inspection of such amount, not exceeding the prescribed amount, as the company requires or, where the company does not require the payment of an amount, without charge.

(8) A person may request a company to give to the person a copy of the register or any part of the register and, where such a request is made, the company shall send the copy to the person:
(a) if the company requires payment of an amount not exceeding the prescribed amount-within 21 days after the payment of the amount is received by the company or within such longer period as the Commission approves; or
(b) otherwise-within 21 days after the request is made or within such longer period as the Commission approves.

(9) A company shall produce its register at the start of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.

(10) It is a defence to a prosecution for failing to comply with subsection (1) or (4) in respect of particulars relating to a director if it is proved that the failure was due to the failure of the director to comply with section 236 with respect to those particulars.

(11) In determining for the purposes of this section whether a person has a relevant interest in a debenture or prescribed interest, the provisions of Division 5 of Part 1.2 that apply for the purposes of this section have effect as if a reference in those provisions to a share were a reference to a debenture or prescribed interest.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 236
General duty to make disclosure

236. (1) A director of a company shall give written notice to the company of:
(a) such particulars relating to shares, debentures, prescribed interests, rights, options and contracts as are necessary for the purposes of compliance by the company with the provisions of section 235;
(b) particulars of any change in respect of the particulars referred to in paragraph (a), including the consideration (if any) received as a result of the event given rise to the change;
(c) such matters and events affecting or relating to the director as are necessary for the purposes of compliance by the company with any of the provisions of section 242 that are applicable in relation to the director;
(d) such matters and events affecting or relating to the director as are necessary for the purposes of compliance by the company with any of the provisions of Chapter 6; and
(e) the date and place of the director's birth.

(2) A director required to give a notice under subsection (1) shall give the notice:
(a) in the case of a notice under paragraph (1) (a), within 14 days after:
(i) the date on which the director became a director; or
(ii) the date on which the director became aware that the director had a
relevant interest in the shares, debentures or prescribed interests, the date on which the director became aware that the director had acquired the rights or options or the date on which the director entered into the contracts, as the case requires;
whichever last occurs;
(b) in the case of a notice under paragraph (1) (b), within 14 days after the director becomes aware of the occurrence of the event giving rise to the change referred to in that paragraph;
(c) in the case of a notice under paragraph (1) (c), within 14 days after the director becomes aware of the matter or the occurrence of the event;
(d) in the case of a notice under paragraph (1) (d), as soon as practicable after becoming aware that the company requires or will require the information for the purposes of compliance with any of the provisions of Chapter 6; and
(e) in the case of a notice under paragraph (1) (e), within 14 days after the date on which the director became a director.

(3) A company shall, within 7 days after the receipt by it of a notice given under subsection (1), send a copy of the notice to each of the other directors of the company.

(4) A person who is the principal executive officer, or a secretary, of a company shall give written notice to the company:
(a) of such matters and events affecting or relating to the person as are necessary for the purposes of compliance by the company with any of the

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provisions of section 242; and
(b) of the date and place of the person's birth.

(5) A person required to give a notice under subsection (4) shall give the notice:
(a) in the case of a notice under paragraph (4) (a)-within 14 days after the person becomes aware of the matter or the occurrence of the event; and
(b) in the case of a notice under paragraph (4) (b)-within 14 days after the day on which the person becomes the principal executive officer, or a secretary, as the case may be, of the company.

(6) In any proceedings under this section, a person shall, in the absence of proof to the contrary, be presumed to have been aware at a particular time of a fact or occurrence of which an employee or agent of the person, being an employee or agent having duties or acting in relation to the employer's or principal's interest or interests in a share in, a debenture of, or a prescribed interest made available by, the company concerned, was aware at that time.

(7) In determining for the purposes of this section whether a person has a relevant interest in a debenture or prescribed interest, the provisions of Division 5 of Part 1.2 that apply for the purposes of this section have effect as if a reference in those provisions to a share were a reference to a debenture or prescribed interest.

(8) Nothing in this section requires a person to give notice to a company of any matter or event of which the person has previously given notice to the company, whether for the purposes of this section or of a corresponding law.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 237
Benefits for loss of, or retirement from, office

237. (1) Subject to this section:
(a) a company, an associate of a company (other than a body corporate that is related to the company and is itself a company) or a prescribed superannuation fund in relation to a company shall not give a prescribed benefit to a person in connection with the retirement of a person from a prescribed office in relation to the company; and
(b) a person shall not give a prescribed benefit to a prescribed person in connection with the transfer of the whole or any part of the undertaking or property of a company.

(2) Subsection (1) does not apply if particulars with respect to the prescribed benefit have been disclosed to the members of, and the giving of the proposed prescribed benefit has been approved in general meeting by:
(a) if neither paragraph (b) nor (c) applies-the company;
(b) if the company is a subsidiary of a listed company or listed companies-the company and the listed company or listed companies; or
(c) if the company is not a subsidiary of a listed company but is a subsidiary whose ultimate holding company is incorporated in Australia or an external Territory-the company and the ultimate holding company.

(3) The particulars to be disclosed for the purposes of subsection (2) include:
(a) if the proposed prescribed benefit is a payment:
(i) the amount of the payment; or
(ii) if that amount cannot be ascertained at the time of the
disclosure-the manner in which that amount is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that amount; and
(b) otherwise:
(i) the money value of the proposed prescribed benefit; or
(ii) if that value cannot be ascertained at the time of the disclosure-the manner in which that value is to be calculated and any matter, event or circumstance that will, or is likely to, affect the calculation of that value.

(4) Where, because:
(a) the particulars required by subsection (1) to be disclosed to the members of a body corporate or bodies corporate in relation to the giving to a person of a proposed prescribed benefit have been so disclosed; and
(b) the giving to the person of the proposed prescribed benefit has been approved by the body corporate or bodies corporate in general meeting; subsection (1) does not prohibit the giving to the person of the proposed prescribed benefit, that subsection does not prohibit the giving to the person, instead of the proposed prescribed benefit, of a prescribed benefit the amount or money value of which is less than the amount or money value of the proposed prescribed benefit.

(5) Paragraph (1) (a) does not apply in relation to:
(a) the giving of an exempt benefit; or
(b) the giving of a prescribed benefit in prescribed circumstances.

(6) Paragraph (1) (a) does not apply in relation to the giving of a prescribed benefit in connection with the retirement of a person from a prescribed office (in this subsection called the "relevant office") in relation to a company, if:
(a) the prescribed benefit is a genuine payment by way of pension or lump sum payment in respect of past services rendered by the person to the company or to a body corporate that is a related body corporate, or that was, when the past services were rendered, a related body corporate, of the company,

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including any superannuation, retiring allowance, superannuation gratuity or similar payment; and
(b) the value of the pension or lump sum payment, when added to the value of all other pensions (if any) and lump sum payments (if any) already paid or payable in connection with the retirement of the person from a prescribed office in relation to the company (including any pensions or payments to which subsection (5) applies), does not exceed:
(i) where, at the time when the person retired from the relevant office,
the person was, and had been throughout a period (in this subsection called the "relevant period"), or throughout periods totalling a period (in this subsection also called the "relevant period"), of not less than 3 years, an eligible employee in relation to the company-the amount ascertained in accordance with the formula:
TE X RP ,
3
where:
TE is the amount of the total emoluments of the person during the last
3 years of the relevant period; and
RP is the number of years in the relevant period or 7, whichever is the lesser number; or
(ii) otherwise-the total emoluments of the person during the period of 3
years ending when the person retired from the relevant office.

(7) In determining for the purposes of paragraph (6) (b) the value of a pension or lump sum payment, any part of the pension or lump sum payment that is attributable to a contribution made by the person or by a person other than:
(a) the company;
(b) a body corporate (in this subsection called a "relevant body corporate") that is a related body corporate of the company, or that was, when the contribution was made, such a related body corporate; or
(c) an associate of the company, or of a relevant body corporate, in respect of:
(i) the payment of the pension, or the making of the lump sum payment, as the case may be; or
(ii) the making of the contribution;
shall be disregarded.

(8) For the purposes of subparagraph (6) (b) (i), where at a particular time, or throughout a particular period:
(a) a person was a genuine full-time employee of a company; or
(b) a person was a genuine full-time employee of a body corporate and the body corporate was related to a company; the person shall be taken to have been at that time, or throughout that period, as the case may be, an eligible employee in relation to the company.

(9) Paragraph (1) (a) does not apply in relation to the giving of a prescribed benefit by a person to another person if failure by the first-mentioned person to give the prescribed benefit to the other person would constitute, otherwise than because of breach of contract or breach of trust, a contravention of a law in force in Australia or elsewhere.

(10) A prescribed person shall not receive a prescribed benefit if the giving of the prescribed benefit contravenes subsection (1).

(11) Where the giving of a prescribed benefit to a person contravenes subsection (1), then:
(a) if the benefit is a payment-the amount of the payment; or
(b) otherwise-the money value of the prescribed benefit; shall be deemed to be received by the person in trust for the company concerned.

(12) Subsection (11) applies in relation to the whole of the amount of a payment or of the money value of a prescribed benefit notwithstanding that, if that amount or value had been less, the giving of the benefit would not have contravened subsection (1).

(13) This section is in addition to, and not in derogation of, any other law that requires disclosure to be made with respect to the giving or receipt of a prescribed benefit.

(14) In this section:
(a) a reference to the giving of a prescribed benefit by a person includes a reference to the giving of a prescribed benefit that the person is obliged under a contract to give;
(b) a reference to the giving of a prescribed benefit, or to a pension or lump sum payment paid or payable, in connection with the retirement of a person from an office is a reference to the giving of a prescribed benefit, or to a pension or lump sum paid or payable, as the case may be:
(i) by way of compensation for, or otherwise in connection with, the loss by the person of the office; or
(ii) in connection with the retirement of the person from the office;
(c) a reference to a payment includes a reference to a payment by way of damages for breach of contract; and
(d) a reference to retirement of a person from an office includes a reference to:

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(i) loss by the person of the office;
(ii) resignation by the person from the office; or
(iii) death of the person at a time when the person holds the office.

(15) Without limiting the generality of paragraph (14) (b) where a person gives a prescribed benefit to another person for the purpose, or for purposes including the purpose, of enabling or assisting a person to give to a person a prescribed benefit in connection with the retirement of a person (in this subsection called the "relevant person") from an office, the first-mentioned person shall be taken, for the purposes of this section, to give the first-mentioned prescribed benefit in connection with the retirement of the relevant person from that office.

(16) Where a company, or an associate of a company, gives a prescribed benefit to a superannuation fund in prescribed circumstances, the superannuation fund shall be taken to be, for the purposes of this section, a prescribed superannuation fund in relation to the company.

(17) Where a prescribed superannuation fund in relation to a company gives a prescribed benefit to another superannuation fund in prescribed circumstances, the other superannuation fund shall be taken to be, for the purposes of this section, a prescribed superannuation fund in relation to the company.

(18) For the purposes of this section, where:
(a) a company, or an associate of a company, gives a prescribed benefit to a superannuation fund solely for the purpose of enabling or assisting the superannuation fund to give to a person a prescribed benefit in connection with the retirement of a person from a prescribed office in relation to the company; or
(b) a superannuation fund gives a prescribed benefit to another superannuation fund solely for the purpose of enabling or assisting the other superannuation fund to give to a person a prescribed benefit in connection with the retirement of a person from a prescribed office in relation to a company; the prescribed benefit first referred to in paragraph (a) or (b) shall be taken to be given in prescribed circumstances.

(19) In this section:
"emoluments", in relation to a person who is a director or other officer of a body corporate, means the amount or value of any money, consideration or benefit given, directly or indirectly, to that person in connection with the management of affairs of the body corporate or of any holding company or subsidiary of the body corporate, whether as a director or officer or otherwise, but does not include amounts in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the body corporate;
"exempt benefit" means a prescribed benefit given in connection with the retirement of a person from a prescribed office in relation to a company, being a prescribed benefit:
(a) given under an agreement entered into before the commencement of this
Part where the giving of the prescribed benefit would have been lawful if this Act had not been enacted;
(b) given under an agreement where particulars of the terms of that
agreement have been disclosed to the members of the company and approved by the company in general meeting;
(c) that is a genuine payment by way of damages for breach of contract;
(d) given to the person under an agreement made between the company and
the person before the person became the holder of the prescribed office as the consideration or part of the consideration for the person agreeing to hold the prescribed office; or
(e) that is a payment made in respect of leave of absence to which the
person is entitled under an industrial instrument;
"give", in relation to a prescribed benefit, includes:
(a) in the case of a prescribed benefit that is a payment-make; and
(b) in the case of a prescribed benefit that is an interest in
property-transfer;
"person" includes a superannuation fund;
"prescribed benefit" means a payment or other valuable consideration or any other benefit and includes, without limiting the generality of the foregoing, an interest in property of any kind;
"prescribed office", in relation to a company, means:
(a) an office of director of the company or of a related body corporate;
(b) the office of principal executive officer of the company or of a
related body corporate; and
(c) any other office in connection with the management of affairs of the
company or of a related body corporate that is held by a person who also holds, or who has, at any time within the 12 months immediately before the loss of, or retirement from, that office, held, an office mentioned in paragraph (a) or (b); "prescribed person", in relation to a company, means:
(a) a person who holds, or has at any previous time held, a prescribed
office in relation to the company;
(b) the spouse of a person referred to in paragraph (a);
(c) a person who is a relative of a person referred to in paragraph (a) or of the spouse of such a person; or

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(d) an associate of a person referred to in paragraph (a) or the spouse of an associate of such a person;
"relevant benefit", in relation to a proposal to give a prescribed benefit in connection with the retirement of a person from a prescribed office in relation to a company, being a prescribed benefit in relation to which paragraph (1) (a) would apply, means any other prescribed benefit (including an exempt benefit) given, or proposed to be given, in connection with the retirement of the person from the prescribed office;
"superannuation fund" means a provident, benefit, superannuation or retirement fund.

(20) The giving of approval by a body corporate for the giving of a prescribed benefit as mentioned in paragraph (1) (b) does not relieve a director of the body corporate of any duty to the body corporate under section 232 or otherwise, and whether of a fiduciary nature or not, in connection with the giving of the prescribed benefit.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 238
Assignment of office

238. (1) If, in the case of a public company, provision is made by the articles or by an agreement entered into between any person and the company for empowering a director of the company to assign his or her office as such to another person, any such assignment of office does not have any effect, notwithstanding anything in the provision of the articles or agreement, until approved by a special resolution of the company.

(2) This section does not prevent the appointment by a director (if authorised by the articles and subject to the articles) of an alternate or substitute director to act for or on behalf of the director during his or her inability for any time to act as director.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 239
Powers to require disclosure of directors' emoluments

239. If a company is served with a notice sent by or on behalf of:
(a) at least 10% of the total number of members; or
(b) members who together hold not less than 5% in nominal value of the company's issued share capital; requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be disclosed, the company shall:
(c) as soon as practicable prepare and cause to be audited a statement showing the total amount of emoluments and other benefits paid to or received by each of the directors of the company and each director of a subsidiary, including any amount paid by way of salary, for the financial year that ended immediately before the service of the notice;
(d) as soon as practicable after the statement has been audited, send a copy of the statement to each person entitled to receive notice of general meetings of the company; and
(e) lay the statement before the next general meeting of the company held after the statement is audited.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 240
Secretary

240. (1) A company shall have at least one secretary.

(2) A secretary of a company shall be appointed by the directors.

(3) A person is not capable of being a secretary of a company unless the person is a natural person who has attained the age of 18 years.

(4) The secretary, or each of the secretaries, shall be a person who ordinarily resides in Australia.

(5) A secretary shall be present at the registered office of the company in person or by an agent on the days and during the hours when the registered office is required to be open and accessible to the public.

(6) If there is no secretary of a company, or no secretary of the company is capable of acting, any act or thing required or authorised to be done by or in relation to the secretary may be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary, or no assistant or deputy secretary is capable of acting, by or in relation to an officer of the company authorised by the directors to act as secretary, either generally or in relation to the doing of that act or thing.

(7) A provision of this Act or of the memorandum or articles requiring or authorising any act or thing to be done by or in relation to a director and a secretary is not satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, a secretary.

(8) Where a preceding provision of this section is contravened, the company and any officer of the company who is involved in the contravention each contravene this subsection.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 241
Provisions indemnifying officers or auditors

241. (1) Any provisions, whether contained in the articles or in a contract with a company or otherwise, for exempting any officer or auditor of the company from, or indemnifying such an officer or auditor against, any liability that by law would otherwise attach to the officer or auditor in respect of any negligence, default, breach of duty or breach of trust of which the officer or auditor may be guilty in relation to the company is void.

(2) Notwithstanding anything in this section, a company may, pursuant to its articles or otherwise, indemnify an officer or auditor against any liability

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incurred by the officer or auditor:
(a) in defending any proceedings, whether civil or criminal, in which judgment is given in favour of the officer or auditor or in which the officer or auditor is acquitted; or
(b) in connection with any application in relation to any such proceedings in which relief is granted under this Act to the officer or auditor by the Court.

(3) Subsection (1) does not apply in relation to a contract of insurance, other than a contract of insurance the premiums in respect of which are paid by the company or by a related body corporate.

(4) In this section:
"officer", in relation to a company, means:
(a) a director, secretary, executive officer or employee of the company;
(b) a receiver, or receiver and manager, of property of the company;
(c) an official manager or deputy official manager of the company;
(d) a liquidator of the company; and
(e) a trustee or other person administering a compromise or arrangement
made between the company and another person or other persons.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 242
Register of directors, principal executive officers and secretaries

242. (1) A company shall keep a register of its directors, its principal executive officer and its secretaries.

(2) The register shall contain with respect to each director his or her consent in writing to appointment as such and shall specify:
(a) the present Christian or given name and surname, any former Christian or given name or surname, the date and place of birth, the usual residential address, and the business occupation (if any), of the director; and
(b) particulars of directorships held by the director in other bodies corporate that under this Act or the law of any State or Territory are public companies or subsidiaries of public companies; but it is not necessary for the register to contain particulars of directorships held by a director of a body corporate in a related body corporate.

(3) Where a person is a director in one or more subsidiaries of the same holding company, it is sufficient compliance with the provisions of subsection (2) if it is disclosed that the person is the holder of one or more directorships in that group of companies and the group may be described by the name of the holding company with the addition of the word "Group".

(4) The register shall specify with respect to the principal executive officer and each secretary his or her full name, date and place of birth, address and other occupation (if any) and shall contain his or her consent in writing to appointment as principal executive officer or secretary, as the case may be.

(5) The register shall be open for inspection:
(a) by any member of the company-without charge; and
(b) by any other person-on payment for each inspection of such amount, not exceeding the prescribed amount, as the company requires or, where the company does not require the payment of an amount, without charge.

(6) A person may request a company to give to the person a copy of the register or any part of the register and, where such a request is made, the company shall send the copy to the person:
(a) if the company requires payment of an amount not exceeding the prescribed amount-within 21 days after payment of the amount is received by the company or within such longer period as the Commission approves; or
(b) otherwise-within 21 days after the request is made or within such longer period as the Commission approves.

(7) The company shall lodge:
(a) within one month after incorporation, or registration under this Act-a return in the prescribed form containing the particulars required to be specified in the register;
(b) within one month after a person ceases to be, or is appointed, a director of the company-a return in the prescribed form notifying the Commission of the change and containing, with respect to each person who is, at the time of lodgment of the return, a director of the company, the particulars required to be specified in the register;
(c) within one month after a person is appointed the principal executive officer, or a secretary, of the company-a return in the prescribed form notifying the Commission of that fact and specifying the full name, date and place of birth, address and other occupation (if any) of that person; and
(d) within one month after a person ceases to be the principal executive officer, or a secretary, of the company-a return in the prescribed form notifying the Commission of that fact.

(8) The Commission may at any time, by written notice to a person who appears to the Commission from returns lodged with the Commission under this section or section 335 to be a director, the principal executive officer or a secretary of a company, require the person to lodge with the Commission, within a period specified in the notice, a notice in the prescribed form stating whether the person is such a director, principal executive officer or secretary and, if the person has ceased to be such a director, principal executive officer or secretary, specifying the date on which the person so

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ceased, and, where a person receives such a notice, the person shall comply with the notice.

(9) A certificate of the Commission stating that, from any return or notice lodged with the Commission under this section or section 335, or from any return or notice in the possession of the Commission that was lodged with another authority under a corresponding law, it appears that at any time specified in the certificate, or throughout a period specified in the certificate, a person was a director, the principal executive officer or a secretary of a specified company shall, in all courts and by all persons having power to take evidence for the purposes of this Act, be received as prima facie evidence of the facts stated in the certificate.

(10) For the purposes of subsection (9), a person who appears from any return or notice lodged with or in the possession of the Commission to be a director, the principal executive officer or a secretary of a company shall be deemed to continue as such until, from a return or notice subsequently lodged with or coming into the possession of the Commission, it appears that the person has ceased to be such a director, principal executive officer or secretary.

(11) In this section:
"appointed" includes re-appointed.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 243
Register of disqualified company directors and other officers

243. (1) The Commission shall cause to be kept for the purposes of this Act a Register of Disqualified Company Directors and Other Officers consisting of:
(a) a copy of each order made under subsection 230 (1) or 599 (2); and
(b) a copy of each notice served under subsection 600 (3).

(2) Where:
(a) an order has been or is made under a law that corresponds with subsection 230 (1) or 599 (2); or
(b) a notice has been or is served under a law that corresponds with subsection 600 (3); the Commission may include a copy of the order or notice in the Register of Disqualified Company Directors and Other Officers.

(3) A person may inspect and make copies of, or take extracts from, the Register of Disqualified Company Directors and Other Officers.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 3.3
PART 3.3-MEETINGS AND PROCEEDINGS

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 244
Statutory meeting and statutory report

244. (1) Where a public company that is a limited company and has a share capital or a no liability company:
(a) issues a prospectus inviting applications or offers from the public to subscribe for, or offering to the public for subscription, shares in the company; and
(b) the company has not previously issued such a prospectus; the company shall, within a period of not less than 1 month and not more than 3 months after the day on which the company allots shares pursuant to the prospectus, hold a general meeting of the members of the company, to be called the "statutory meeting".

(2) The directors shall at least 7 days before the day on which the meeting is to be held send a copy of a report, to be called the "statutory report", to every member of the company.

(3) The statutory report shall be certified by not less than 2 directors of the company and shall state, as at the date of the report:
(a) the total number of shares allotted, distinguishing:
(i) shares allotted as fully paid up in cash;
(ii) shares allotted as partly paid up in cash;
(iii) shares allotted as fully paid up otherwise than in cash; and
(iv) shares allotted as partly paid up otherwise than in cash;
and stating:
(v) in the case of shares partly paid up-the extent to which they are so
paid up; and
(vi) in the case of shares allotted as fully or partly paid up otherwise
than in cash-the consideration for which they have been allotted;
(b) the total amount of cash received by the company in respect of all the shares allotted and so distinguished;
(c) an abstract of the receipts of the company and of the payments made out of those receipts up to a day within 7 days of the date of the report showing under distinctive headings:
(i) the receipts from shares and debentures and other sources;
(ii) the payments made out of those receipts;
(iii) particulars concerning the balance (if any) remaining in hand; and
(iv) an account or estimate of the preliminary expenses;
(d) the name, address and description of:
(i) each director;
(ii) each trustee for holders of debentures (if any);
(iii) each auditor;

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(iv) each secretary; and
(v) the principal executive officer;
of the company; and
(e) the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification.

(4) The statutory report shall, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors (if any).

(5) The directors shall cause a copy of the statutory report and the auditor's report (if any) to be lodged at least 7 days before the day of the statutory meeting.

(6) The directors shall cause a list showing the names and addresses of the members, and the numbers of shares held by them respectively, to be produced at the beginning of the meeting and to remain open and accessible to any member throughout the meeting.

(7) The members present at the meeting may discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not, but a resolution may only be passed if notice of it has been given in accordance with the articles.

(8) The meeting may adjourn from time to time and, at any adjourned meeting, any resolution of which notice has been given in accordance with the articles either before or after the former meeting may be passed and the adjourned meeting has the same powers as an original meeting.

(9) The meeting may by resolution appoint a committee or committees of inquiry, and at any adjourned meeting a special resolution may be passed that the company be wound up if, notwithstanding any other provision of this Act, at least 7 days notice of intention to propose the resolution has been given to every member of the company.

(10) If default is made in complying with this section:
(a) the company; and
(b) any officer of the company who failed to take reasonable steps to ensure compliance; each contravene this subsection.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 245
Annual general meeting

245. (1) Subject to subsection (2), a company shall, in addition to any other meeting held by the company, hold a general meeting, to be called the "annual general meeting", at least once in every calendar year and, in relation to a financial year of the company that ends after the commencement of this Act, within 5 months, or, in the case of an exempt proprietary company, within 6 months, after the end of that financial year.

(2) A company may hold its first annual general meeting within 18 months after its incorporation but, if the first financial year of the company ends after the commencement of this Act, the company shall hold the meeting not more than 5 months (or, in the case of an exempt proprietary company, not more than 6 months) after the end of that financial year.

(3) A company shall be deemed to have held an annual general meeting if that company has held a general meeting at which resolutions have been passed dealing with all matters required to be dealt with at an annual general meeting, but nothing in this subsection affects an obligation imposed by this Act to hold an annual general meeting at a particular time or within a particular period.

(4) An exempt proprietary company shall be deemed to have held an annual general meeting if that company is deemed by section 255 to have held a general meeting and the resolution that is deemed to have been passed at that general meeting deals with all matters that are required to be dealt with at an annual general meeting.

(5) On application made by a company in accordance with a resolution of the directors and signed by a director or secretary, the Commission may, in writing and subject to such conditions as the Commission imposes on the company:
(a) permit the company to hold a meeting in a calendar year other than the one in which subsection (1) requires the meeting to be held; or
(b) extend the period within which subsection (1) or (2) requires the company to hold a meeting.

(6) A company shall comply with conditions imposed on it under subsection (5).

(7) A permission or extension in force under subsection (5) has effect accordingly.

(8) An application by a company for a permission or extension under subsection (5) shall be made before the end of the calendar year in which, or of the period within which, as the case may be, subsection (1) or (2) would otherwise require the company to hold the meeting.
(9) So long as proper notice is given to everyone entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or convened to be held shall be the annual general meeting of the company.

(10) If default is made in holding a meeting under this section or in complying with a condition imposed under subsection (5) the Court may, on the

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application of a member, order a general meeting to be convened.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 246
Convening of general meeting on requisition

246. (1) The directors of a company, notwithstanding anything in its articles, shall, on the requisition in writing of:
(a) in the case of a company having a share capital-at least 100 members holding shares in the company on which there has been paid up an average sum, per member, of at least $200;
(b) in the case of a company not having a share capital-at least 200 members; or
(c) in either case-a member who is entitled, or members who are together entitled, to at least 5% of the total voting rights of all the members having at the date of the deposit of the requisition a right to vote at general meetings; as soon as practicable convene a general meeting of the company to be held as soon as practicable but, in any case, not later than 2 months after the date of the deposit of the requisition.

(2) The requisition shall state the objects of the meeting and shall be signed by the requisitioning member or members and deposited at the registered office of the company, and, where there are 2 or more requisitioning members, may consist of several documents in like form each signed by 1 or more of the requisitioning members.

(3) If the directors do not, within 21 days after the date of the deposit of the requisition, proceed to convene a meeting, the requisitioning member, or, where there are 2 or more requisitioning members, those members or any of them representing more than 50% of the total voting rights of all of them:
(a) may, in the same manner as nearly as possible as that in which meetings are to be convened by directors, convene a meeting; and
(b) for the purposes of convening a meeting as provided by paragraph (a), may request the company to supply a written statement setting out the names and addresses (so far as they are known to the company) of the persons who, at the date of the deposit of the requisition, were entitled, under subsection 247 (4) or a provision of the articles of the company, to receive notice of general meetings of the company.
(4) Where a request for a statement is made to a company under paragraph (3) (b), the directors of the company shall send the statement to the person or persons who requested the statement within 7 days after the day on which the request is made.

(5) A meeting convened by a requisitioning member or requisitioning members in accordance with subsection (3) shall not be held more than 3 months after the date of the deposit of the requisition.

(6) Any reasonable expenses incurred by the requisitioning member or members by reason of the failure of the directors to convene a meeting shall be paid to that member or those members by the company, and any sum so paid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.

(7) A meeting at which a special resolution is to be proposed shall be deemed not to be duly convened by the directors if they do not give such notice of the meeting as is required by this Act in the case of special resolutions.

(8) For the purposes of the application of this section in relation to a Division 2 company:
(a) a reference in this section to a requisition includes a reference to a requisition deposited:
(i) at a time (whether before or after the commencement of this Act) when the company was a company of a State or Territory; and
(ii) in accordance with a law of the State or Territory that was in force
at that time and corresponds to this section; and
(b) where a requisition was so deposited-anything done at such a time, under a law corresponding to this section, pursuant to the requisition shall also be deemed to have been done at that time under this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 247
Convening of meetings

247. (1) So far as the articles do not make other provision, 2 or more members holding at least 5% of the issued share capital, or, if the company does not have a share capital, at least 5% in number of the members of the company, may convene a meeting of the company.

(2) A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, shall be convened by notice in writing of at least 14 days or such longer period as is provided in the articles.

(3) A meeting shall, notwithstanding that it is convened by notice shorter than is required by subsection (2), be deemed to be duly convened if it is so agreed:
(a) in the case of a meeting convened as the annual general meeting-by all the members entitled to attend and vote at the meeting; or
(b) in the case of any other meeting-by a majority in number of the members having a right to attend and vote at the meeting, being a majority that together hold at least 95% in nominal value of the shares giving a right to

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attend and vote or, in the case of a company not having a share capital, are together entitled to at least 95% of the total voting rights of all the members having the right to attend and vote at the meeting.

(4) So far as the articles do not make other provision, notice of every meeting shall be served on every member having a right to attend and vote at the meeting in the manner in which notices are required to be served by Table A.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 248
Articles as to right to demand a poll

248. (1) Any provision contained in a company's articles is void in so far as it would have the effect:
(a) of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairman of the meeting or the adjournment of the meeting;
(b) of making ineffective a demand for a poll on any question or matter, other than the election of the chairman of the meeting or the adjournment of the meeting, that is made:
(i) by at least 5 members having the right to vote at the meeting;
(ii) by a member or members who are together entitled to at least 10% of
the total voting rights of all the members having the right to vote at the meeting; or
(iii) by a member or members holding shares in the company conferring a
right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to at least 10% of the total sum paid up on all the shares conferring that right; or
(c) of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the company or any other person more than 48 hours before a meeting or adjourned meeting in order that the appointment may be effective at the meeting.

(2) The instrument appointing a proxy to vote at a meeting of a company shall be deemed to confer authority to demand or join in demanding a poll, and, for the purposes of subsection (1), a demand by a person as proxy for a member of the company shall be deemed to be the same as a demand by the member.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 249
Quorum, chairman, voting etc. at meetings

249. (1) So far as the articles do not make other provision:
(a) in the case of a proprietary company, 2 members of the company, and in the case of any other company, 3 members, personally present constitute a quorum;
(b) any member elected by the members present at a meeting may be chairman of the meeting; and
(c) in the case of a company having a share capital, every member has 1 vote in respect of each share or each $20 of stock held by the member, and, in any other case, every member has 1 vote.

(2) On a poll taken at a meeting, a person (including a proxy) entitled to 2 or more votes need not, if the person votes, use all the person's votes or cast in the same way all the votes the person uses.

(3) A body corporate may, by resolution of its board, authorise a specified person to act as the body's representative at specified meetings that the body would, if it were a natural person, be entitled to attend as a member or creditor (including debenture holder) of a company.

(4) A person who is authorised under subsection (3) is, in accordance with the authority and until it is revoked, entitled to exercise on the body's behalf the same powers as the body could, if it were a natural person, exercise as a member or creditor (including debenture holder) of the company.
(5) Where:
(a) a person present at a meeting is authorised to act as the representative of a body corporate at the meeting by virtue of an authority given by the body corporate under subsection (3); and
(b) the person is not otherwise entitled to be present at the meeting, the body corporate shall, for the purposes of subsection (1), be deemed to be personally present at the meeting.

(6) A certificate under the seal of the body corporate is prima facie evidence of the appointment or of the revocation of the appointment, as the case may be, of a representative pursuant to the provisions of subsection (3).

(7) Where a holding company holds the whole of the issued shares in a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any act, matter or thing, or any ordinary or special resolution, required by this Act or by the memorandum or articles of the subsidiary to be made, performed, or passed by or at a general meeting of the subsidiary has been made, performed, or passed, that act, matter, thing or resolution shall, for all purposes, be deemed to have been duly made, performed or passed by or at a general meeting of the subsidiary.

(8) Where:
(a) by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by the

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company;
(b) a minute referred to in subsection (7) is signed by the representative pursuant to that subsection; and
(c) the minute relates to such a matter; the company shall, within 1 month after the signing of the minute, lodge a copy of the minute.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 250
Proxies

250. (1) Subject to subsections (2), (3) and (4), a member of a company who is entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint:
(a) in the case of a company not having a share capital-another member or, where the articles so provide, another person (whether a member or not); or
(b) in any other case-not more than 2 other persons (whether members or not); as the first-mentioned member's proxy or proxies to attend and vote instead of the member at the meeting.

(2) A proxy appointed to attend and vote instead of a member has the same right as the member to speak at the meeting but, unless the articles otherwise provide, a proxy is not entitled to vote except on a poll.

(3) Where a member appoints 2 proxies, the appointment is of no effect unless each proxy is appointed to represent a specified proportion of the member's voting rights.

(4) A member of a proprietary company is not entitled to appoint another person as the member's proxy under subsection (1) except:
(a) in accordance with the articles of the company; or
(b) with the leave of the Court.

(5) In every notice convening a meeting of a public company or of any class of members of a public company, there shall appear with reasonable prominence:
(a) in the case of a public company having a share capital, a statement:
(i) that a member entitled to attend and vote is entitled to appoint not
more than 2 proxies;
(ii) that where more than 1 proxy is appointed, each proxy must be
appointed to represent a specified proportion of the member's voting rights; and (iii) that a proxy need not be a member; or
(b) in the case of a public company not having a share capital, a statement:
(i) that a member entitled to attend and vote is entitled to appoint a
proxy to attend and vote instead of the member; and
(ii) that a proxy must, or need not, be a member (as the case requires).

(6) If subsection (5) is contravened, an officer of the company who is involved in the contravention contravenes this subsection.

(7) A person shall not authorise or permit an invitation to appoint as proxy a person or 1 of a number of persons specified in the invitation to be issued at the company's expense to some only of the members entitled to be sent a notice of the meeting and to vote at the meeting by proxy.

(8) A person does not contravene subsection (7) merely because of the issue to a member at the member's request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 251
Power of Court to order meeting

251. (1) If for any reason it is impracticable to convene a meeting in any manner in which meetings may be convened or to conduct the meeting in the manner prescribed by the articles or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be entitled to vote at the meeting, order a meeting to be convened, held and conducted in such manner as the Court thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that 1 member present in person or by proxy shall be deemed to constitute a meeting.

(2) Any meeting convened, held and conducted in accordance with any order made pursuant to this section shall, for all purposes, be deemed to be a meeting duly convened, held and conducted.

(3) For the purposes of an application to the Court or of a meeting held by order of the Court under this section, the personal representative of a dead member of a company shall be deemed to be a member of the company and, notwithstanding anything to the contrary in this Act or the memorandum or articles of the company, to have the same voting rights as the dead member had immediately before his or her death by reason of his or her holding shares that on his or her death were transmitted to his or her personal representative by operation of law.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 252
Circulation of members' resolutions etc.

252. (1) Subject to this section, a company shall, on the requisition in writing of:
(a) in the case of a company having a share capital-at least 100 members holding shares in the company on which there has been paid up an average sum,
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per member, of at least $200;
(b) in the case of a company not having a share capital-at least 200 members; or
(c) in either case-a member who is entitled, or members who are together entitled, to at least 5% of the total voting rights of all the members having at the date of the deposit of the requisition a right to vote at general meetings; and, unless the company otherwise resolves, at the expense of the requisitioning member or members:
(d) give to members of the company entitled to have notice of the next annual general meeting sent to them notice of any resolution that may properly be moved and is intended to be moved at that meeting; and
(e) circulate to members of the company entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.

(2) Notice of a resolution referred to in subsection (1) shall be given to each member of the company:
(a) in the case of a member entitled to have notice of the meeting sent to him, her or it-by serving a copy of the resolution on the member in any manner permitted for service on the member of notice of the meeting; and
(b) in the case of any other member-by giving notice of the general effect of the resolution in any manner permitted for giving the member notice of meetings of the company.

(3) A statement referred to in subsection (1) shall be circulated, to each member of the company entitled to have notice of the meeting sent to him, her or it, by serving a copy of the statement on the member in any manner permitted for service on the member of notice of the meeting.

(4) A copy or notice that subsection (2) or (3) requires to be served or given shall be served or given in the same manner and, so far as practicable, at the same time as notice of the meeting and, if it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable after that time.

(5) A company is not bound under this section to give notice of any resolution or to circulate any statement unless:
(a) a copy of the requisition signed by the requisitioning member or members (or, where there are 2 or more requisitioning members, 2 or more copies that between them contain the signatures of all the requisitioning members) is deposited at the registered office of the company:
(i) in the case of a requisition requiring notice of a resolution-not
less than 6 weeks before the meeting; and
(ii) in the case of any other requisition, not less than one week before
the meeting; and
(b) there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company's expenses in giving effect to the requisition; but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection shall be deemed to have been properly deposited for the purposes of this section.

(6) A company is not bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter, and the Court may order the costs of the company or of the other person on an application under this section to be paid in whole or in part by the requisitioning member or members, notwithstanding that they are not parties to the application.

(7) Despite anything in the company's articles, the business that may be dealt with at an annual general meeting includes any resolution of which notice is given in accordance with this section, and, for the purposes of this subsection, notice shall be deemed to have been so given notwithstanding the accidental omission to give notice to a member or members.

(8) If default is made in complying with the provisions of this section, the company and any officer of the company who is in default are each guilty of an offence.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 253
Special resolutions

253. (1) A resolution is a special resolution of a company if:
(a) it is passed at a meeting of the company, being a meeting of which at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been duly given; and
(b) it is passed at a meeting referred to in paragraph (a) by a majority of at least three-quarters of such members of the company as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at that meeting.

(2) A resolution is a special resolution of the holders of shares in a company included in a class of shares if:
(a) it is passed at a meeting of the holders of shares included in that

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class of shares, being a meeting of which at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been duly given; and
(b) it is passed at a meeting referred to in paragraph (a) by a majority of at least three-quarters of such holders of shares included in that class of shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at that meeting.

(3) A resolution is a special resolution of the members of a company included in a class of members if:
(a) it is passed at a meeting of members included in that class of members, being a meeting of which at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been duly given; and
(b) it is passed at a meeting referred to in paragraph (a) by a majority of at least three-quarters of such members included in that class of members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at that meeting.

(4) Notwithstanding the provisions of subsection (1), (2) or (3), if it is so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority that together hold at least 95% in nominal value of the shares giving that right or, in the case of a company not having a share capital, together represent at least 95% of the total voting rights of all members having the right to attend and vote at the meeting, a resolution may be proposed and passed as a special resolution at a meeting of which less than 21 days notice has been given.

(5) At a meeting at which a special resolution is submitted, a declaration of the chairman that the resolution is carried is, unless a poll is demanded, conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

(6) At any meeting at which a special resolution is submitted, a poll shall be deemed to be effectively demanded if demanded:
(a) if the articles make provision permitting a specified number of members for the time being entitled under the articles to vote at the meeting to demand a poll:
(i) where the number specified does not exceed 5-by that number of
members so entitled; or
(ii) in any other case-by 5 members so entitled; or
(b) if no such provision is made by the articles-by 3 members entitled to vote at the meeting, or by 1 member or 2 members so entitled if that member holds or those 2 members together hold not less than 10% in nominal value of the shares giving the right to attend and vote at the meeting or, where the company does not have a share capital, if that member is entitled, or those 2 members together are entitled, to not less than 10% of the total voting rights of all members having the right to attend and vote at the meeting.

(7) In computing the majority on a poll demanded on the question that a special resolution be passed, reference shall be had to the number of votes cast for and against the resolution and to the number of votes to which each member is entitled by this Act or the articles of the company.

(8) For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting shall be deemed to be duly held when the notice is given and the meeting held in the manner provided by this Act or by the articles.

(9) Where, in the case of a company incorporated before the commencement of this section, any matter is required or permitted to be done by extraordinary resolution, that matter may be done by special resolution.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 254
Resolution requiring special notice

254. (1) Where by this Act special notice is required of a resolution to be put at a meeting of a company, the resolution is not effective unless notice of the intention to move the resolution has been given to the company at least 28 days before the meeting at which it is moved, but if, after notice of the intention to move such a resolution has been given to the company, a meeting is convened for a day 28 days or less after the notice has been given, the notice, although not given to the company within the time required by this section, shall be deemed to be properly given.

(2) The company shall give persons entitled to be given notice of a meeting of the company notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice of the resolution in any manner allowed by the articles not less than 14 days before the meeting.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 255
Resolutions of exempt proprietary companies

255. (1) If all the members of an exempt proprietary company have signed a document containing a statement that they are in favour of a prescribed resolution in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a general meeting of the company held on the day on which the document was signed and at the time at which the document was last signed by a member or, if the members signed the document on different days, on the day on which, and at the time at which, the document was last signed by a member and, where a document is so signed:

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(a) the company shall be deemed to have held a general meeting at that time on that day; and
(b) the document shall be deemed to constitute a minute of that meeting.

(2) Subsection (1) does not apply in relation to a document unless the document has been signed by each person who was a member of the company at the time when the document was last signed.

(3) For the purposes of this section:
(a) 2 or more separate documents containing statements in identical terms each of which is signed by 1 or more members shall together be deemed to constitute 1 document containing a statement in those terms signed by those members on the respective days on which they signed the separate documents; and
(b) a prescribed resolution is a resolution that is required or permitted by this Act or the memorandum or articles to be passed at a general meeting of a company and includes a resolution appointing an officer or auditor or approving of or agreeing to any act, matter or thing but does not include a resolution of which special notice is required or that is required to be passed by a majority other than a simple majority.

(4) Any document that is attached to a document signed as mentioned in subsection (1) and is signed by the member or members who signed the last-mentioned document shall, for the purposes of this Act, be deemed to have been laid before the company at the general meeting referred to in that subsection.

(5) Nothing in this section affects or limits any rule of law relating to the effectiveness of the assent of members of a company given to a document, or to any act, matter or thing, otherwise than at a general meeting of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 256
Lodgment etc. of copies of certain resolutions and agreements

256. (1) A printed copy of:
(a) each special resolution;
(b) each resolution or agreement that binds a class of shareholders, whether or not agreed to by all the members of that class; and
(c) each document or resolution that attaches rights to shares (whether or not in substitution for other rights) and is not otherwise required to be lodged under this Act; shall, except where otherwise expressly provided by this Act, within 1 month after the passing of the resolution or the making of the agreement or document, be lodged by the company.

(2) Subsection (1) does not apply in relation to a Table A proprietary company in relation to a resolution, agreement or document unless it affects the company's articles in relation to the company's status as a proprietary company.

(3) Where articles have not been registered, a member may request the company to furnish him, her or it with a printed copy of any resolution, document or agreement to which subsection (1) applies, or would but for subsection (2) apply, and, where such a request is made, the company shall send the copy to that person:
(a) if the company requires payment of an amount not exceeding the prescribed amount-within 21 days after payment of the amount is received by the company or within such longer period as the Commission approves; or
(b) in a case to which paragraph (a) does not apply-within 21 days after the request is made or within such longer period as the Commission approves.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 257
Resolutions at adjourned meetings

257. Where a resolution is passed at an adjourned meeting of a company or of holders of any class of shares or of directors, the resolution shall for all purposes be treated as having been passed on the day on which it was in fact passed and not on any earlier day.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 258
Minutes of proceedings

258. (1) A company shall:
(a) cause minutes of all proceedings of general meetings and of meetings of its directors to be entered, within 1 month after the relevant meeting is held, in books kept for that purpose; and
(b) except in the case of documents that are deemed to constitute minutes by virtue of section 255, cause those minutes to be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting.

(2) Any minute that is so entered and, in a case to which paragraph (1) (b) applies, purports to be signed as provided by that paragraph is prima facie evidence of the proceedings to which it relates.

(3) Where minutes have been so entered and, in a case to which paragraph (1) (b) applies, signed, then, unless the contrary is proved:
(a) the meeting shall be deemed to have been duly held and convened;
(b) all proceedings that are recorded in the minutes as having taken place at the meeting shall be deemed to have duly taken place; and
(c) all appointments of officers or auditors that are recorded in the minutes as having been made at the meeting shall be deemed to have been validly made.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 259

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Inspection of minute books

259. (1) A company shall keep the books containing the minutes of proceedings of any general meeting, or of a meeting of the directors, at its registered office, at its principal place of business in Australia, or at such other place in Australia as is approved by the Commission and, in the case of the books containing the minutes of proceedings of general meetings, shall ensure that they are open for inspection by any member without charge.

(2) A member of a company may request the company in writing to furnish him, her or it with a copy of any minutes of a general meeting and, where such a request is made, the company shall send the copy to that person:
(a) if the company requires payment of an amount not exceeding the prescribed amount-within 21 days after payment of the amount is received by the company or within such longer period as the Commission approves; or
(b) in the case to which paragraph (a) does not apply-within 21 days after the request is made or within such longer period as the Commission approves.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 3.4
PART 3.4-OPPRESSIVE CONDUCT OF AFFAIRS

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 260
Remedy in cases of oppression or injustice

260. (1) An application to the Court for an order under this section in relation to a company may be made:
(a) by a member who believes:
(i) that affairs of the company are being conducted in a manner that is
oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members, or in a manner that is contrary to the interests of the members as a whole; or
(ii) that an act or omission, or a proposed act or omission, by or on
behalf of the company, or a resolution, or a proposed resolution, of a class of members, was or would be oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members or was or would be contrary to the interests of the members as a whole; or
(b) by the Commission, in a case where it has investigated, under Division 1 of Part 3 of the Commission Act:
(i) matters being, or connected with, affairs of the company; or
(ii) matters including such matters.

(2) If the Court is of the opinion:
(a) that affairs of a company are being conducted in a manner that is oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members (in this section called the "oppressed member or members") or in a manner that is contrary to the interests of the members as a whole; or
(b) that an act or omission, or a proposed act or omission, by or on behalf of a company, or a resolution, or a proposed resolution, of a class of members of a company, was or would be oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member or members (in this section also called the "oppressed member or members") or was or would be contrary to the interests of the members as a whole; the Court may, subject to subsection (4), make such order or orders as it thinks fit, including, but not limited to, one or more of the following:
(c) an order that the company be wound up;
(d) an order for regulating the conduct of affairs of the company in the future;
(e) an order for the purchase of the shares of any member by other members;
(f) an order for the purchase of the shares of any member by the company and for the reduction accordingly of the company's capital;
(g) an order directing the company to institute, prosecute, defend or discontinue specified proceedings, or authorising a member or members of the company to institute, prosecute, defend or discontinue specified proceedings in the name and on behalf of the company;
(h) an order appointing a receiver or a receiver and manager of property of the company;
(j) an order restraining a person from engaging in specified conduct or from doing a specified act or thing;
(k) an order requiring a person to do a specified act or thing.

(3) A person shall not contravene an order made under subsection (2) that is applicable to the person.

(4) The Court shall not make an order under subsection (2) for the winding up of a company if it is of the opinion that the winding up of the company would unfairly prejudice the oppressed member or members.

(5) In this section and in paragraphs 461 (1) (f), (g) and (h):
(a) a reference to a member, in relation to a company, includes, in the case of a company limited by shares, or a company limited both by shares and by guarantee, a reference to a person to whom a share in the company has been transmitted by will or by operation of law;
(b) a reference to affairs of a company being conducted in a manner that is oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member is a reference to affairs of a company being conducted in a manner that is oppressive or unfairly prejudicial to, or unfairly discriminatory against,

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a person who is a member, whether in his capacity as a member or in any other capacity; and
(c) a reference to an act or omission by or on behalf of a company or a resolution of a class of members of a company being oppressive or unfairly prejudicial to, or unfairly discriminatory against, a member is a reference to an act or omission by or on behalf of a company or a resolution of a class of members of a company being oppressive or unfairly prejudicial to, or unfairly discriminatory against, a person who is a member, whether in the person's capacity as a member or in any other capacity.

(6) Where an order that a company be wound up is made under this section, the provisions of this Act relating to the winding up of companies apply, with such adaptations as are necessary, as if the order had been made upon an application duly filed in the Court by the company.

(7) Where an order under this section makes any alteration in or addition to the constitution of a company, then, despite anything else in this Act but subject to the order:
(a) the company does not have power, without the leave of the Court, to make any further alteration in or addition to the memorandum and articles inconsistent with the provisions of the order; and
(b) subject to this subsection, the alteration has effect as if it has been duly made by resolution of the company.

(8) An office copy of any order made under this section pursuant to an application by a member of the company shall be lodged by the applicant with the Commission within 14 days after the making of the order.

(9) If default is made in complying with subsection (8), the applicant is guilty of an offence.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 3.5
PART 3.5-CHARGES

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 1
Division 1-Preliminary

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 261
Interpretation and application

261. (1) In this Part, unless the contrary intention appears:
"company" includes a registered body;
"document of title" means a document:
(a) used in the ordinary course of business as proof of possession or
control, or of the right to possession or control, of property other than land; or
(b) authorising or purporting to authorise, whether by endorsement or
delivery, the possessor of the document to transfer or receive property other than land;
and includes:
(c) a bill of lading;
(d) a warehousekeeper's certificate;
(e) a wharfinger's certificate;
(f) a warrant or order for the delivery of goods; and
(g) a document that is, or evidences title to, a marketable security;
"present liability", in relation to a charge, means a liability that has arisen, being a liability the extent or amount of which is fixed or capable of being ascertained, whether or not the liability is immediately due to be met;
"property", in relation to a company, means property:
(a) except in the case of a foreign company-within or outside Australia;
or
(b) in the case of a foreign company-within Australia;
held by the company, whether or not as trustee;
"prospective liability", in relation to a charge, means any liability that may arise in the future, or any other liability, but does not include a present liability;
"Register" means the Australian Register of Company Charges referred to in section 265;
"registrable charge" means a charge in relation to which, by virtue of section 262, the provisions of this Part mentioned in subsection 262 (1) apply.

(2) A charge referred to in subsection 263 (3) or section 264 shall, until the charge is registered, be treated for the purposes of this Part as if it were not a registrable charge but, when the charge is so registered, it has the priority accorded to a registered charge as from the time of registration.

(3) The registration of a charge referred to in subsection 263 (3) or section 264 does not prejudice any priority that would have been accorded to the charge under any other law (whether an Australian law or not) if the charge had not been registered.

(4) For the purposes of this Part, a notice or other document shall be taken to be lodged when it is received at an office of the Commission by an officer authorised to receive it.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 2
Division 2-Registration

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 262
Charges required to be registered

262. (1) Subject to this section, the provisions of this Part relating to
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the giving of notice in relation to, the registration of, and the priorities of, charges apply in relation to the following charges (whether legal or equitable) on property of a company and do not apply in relation to any other charges:
(a) a floating charge on the whole or a part of the property, business or undertaking of the company;
(b) a charge on uncalled share capital or uncalled share premiums;
(c) a charge on a call, whether in respect of share capital or share premiums, made but not paid;
(d) a charge on a personal chattel, including a personal chattel that is unascertained or is to be acquired in the future, but not including a ship registered in an official register kept under an Australian law relating to title to ships;
(e) a charge on goodwill, on a patent or licence under a patent, on a trade mark or service mark or a licence to use a trade mark or service mark, on a copyright or a licence under a copyright or on a registered design or a licence to use a registered design;
(f) a charge on a book debt;
(g) a charge on a marketable security, not being:
(i) a charge created in whole or in part by the deposit of a document of
title to the marketable security; or
(ii) a mortgage under which the marketable security is registered in the
name of the chargee or a person nominated by the chargee;
(h) a lien or charge on a crop, a lien or charge on wool or a stock mortgage; (j) a charge on a negotiable instrument other than a marketable security.

(2) The provisions of this Part mentioned in subsection (1) do not apply in relation to:
(a) a charge, or a lien over property, arising by operation of law;
(b) a pledge of a personal chattel or of a marketable security;
(c) a charge created in relation to a negotiable instrument or a document of title to goods, being a charge by way of pledge, deposit, letter of hypothecation or trust receipt;
(d) a transfer of goods in the ordinary course of the practice of any profession or the carrying on of any trade or business; or
(e) a dealing, in the ordinary course of the practice of any profession or the carrying on of any trade or business, in respect of goods outside Australia.

(3) The reference in paragraph (1) (d) to a charge on a personal chattel is a reference to a charge on any article capable of complete transfer by delivery, whether at the time of the creation of the charge or at some later time, and includes a reference to a charge on a fixture or a growing crop that is charged separately from the land to which it is affixed or on which it is growing, but does not include a reference to a charge on:
(a) a document evidencing title to land;
(b) a chattel interest in land;
(c) a marketable security;
(d) a document evidencing a thing in action; or
(e) stock or produce on a farm or land that by virtue of a covenant or agreement ought not to be removed from the farm or land where the stock or produce is at the time of the creation of the charge.

(4) The reference in paragraph (1) (f) to a charge on a book debt is a reference to a charge on a debt due or to become due to the company at some future time on account of or in connection with a profession, trade or business carried on by the company, whether entered in a book or not, and includes a reference to a charge on a future debt of the same nature although not incurred or owing at the time of the creation of the charge, but does not include a reference to a charge on a marketable security, on a negotiable instrument or on a debt owing in respect of a mortgage, charge or lease of land.

(5) The reference in paragraph (1) (h) to a lien or charge on a crop, a lien or charge on wool or a stock mortgage includes a reference to a security (however described) that is registrable under a prescribed law of a State or Territory.

(6) For the purposes of this section, a company shall be deemed to have deposited a document of title to property with another person (in this subsection referred to as the "chargee") in a case where the document of title is not in the possession of the company if:
(a) the person who holds the document of title acknowledges in writing that the person holds the document of title on behalf of the chargee; or
(b) a government, an authority or a body corporate that proposes to issue a document of title in relation to the property agrees, in writing, to deliver the document of title, when issued, to the chargee.

(7) For the purposes of this section, a charge shall be taken to be a charge on property of a kind to which a particular paragraph of subsection (1) applies even though the instrument of charge also charges other property of the company including other property that is of a kind to which none of the paragraphs of that subsection applies.

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(8) The provisions of this Part mentioned in subsection (1) do not apply in relation to a charge on land.

(9) The provisions of this Part mentioned in subsection (1) do not apply in relation to a charge on fixtures given by a charge on the land to which they are affixed.

(10) The provisions of this Part mentioned in subsection (1) do not apply in relation to a charge created by a company in its capacity as legal personal representative of a deceased person or as trustee of the estate of a deceased person.

(11) A charge on property of a company is not invalid merely because of the failure to lodge with the Commission, or give to the company or another person, a notice or other document that is required by this Division to be so lodged or given.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 263
Lodgment of notice of charge and copy of instrument

263. (1) Where a company creates a charge, the company shall ensure that there is lodged, within 45 days after the creation of the charge:
(a) a notice in the prescribed form setting out the following particulars:
(i) the name of the company and the date of the creation of the charge;
(ii) whether the charge is a fixed charge, a floating charge or both a
fixed and floating charge;
(iii) if the charge is a floating charge-whether there is any provision in the resolution or instrument creating or evidencing the charge that prohibits or restricts the creation of subsequent charges;
(iv) a short description of the liability (whether present or prospective) secured by the charge;
(v) a short description of the property charged;
(vi) whether the charge is created or evidenced by a resolution, by an
instrument or by a deposit or other conduct;
(vii) if the charge is constituted by the issue of a debenture or
debentures-the name of the trustee (if any) for debenture holders;
(viii) if the charge is not constituted by the issue of a debenture or
debentures or there is no trustee for debenture holders-the name of the chargee; (ix) such other information as is prescribed;
(b) if, pursuant to a resolution or resolutions passed by the company, the company issues a series of debentures constituting a charge to the benefit of which all the holders of debentures in the series are entitled in equal priority, and the charge is evidenced only by the resolution or resolutions and the debentures-a copy of the resolution or of each of the resolutions verified by a statement in writing to be a true copy, and a copy of the first debenture issued in the series and a statement in writing verifying the execution of that first debenture; and
(c) if, in a case to which paragraph (b) does not apply, the charge was created or evidenced by an instrument or instruments:
(i) the instrument or each of the instruments; or
(ii) a copy of the instrument or of each of the instruments verified by a
statement in writing to be a true copy, and a statement in writing verifying the execution of the instrument or of each of the instruments.

(2) In a case to which paragraph (1) (b) applies:
(a) the charge shall, for the purposes of subsection (1), be deemed to be created when the first debenture in the series of debentures is issued; and
(b) if, after the issue of the first debenture in the series, the company passes a further resolution authorising the issue of debentures in the series, the company shall ensure that a copy of that resolution, verified by a statement in writing to be a true copy of that resolution, is lodged within 45 days after the passing of that resolution.

(3) A registrable body that applies for registration as a company under Division 3 of Part 2.2, or for registration under Part 4.1, shall lodge with the application for registration the documents specified in subsection (4) in relation to any charge on property of the registrable body that would be registrable under this Division if the registrable body were a company, or a registered body, as the case may be.

(4) The documents required to be lodged under subsection (3) in relation to a charge on property of a registrable body are the following documents:
(a) a notice in the prescribed form:
(i) setting out the name of the registrable body;
(ii) if the charge was created by the registrable body-specifying the date of the creation of the charge;
(iii) if the charge was a charge existing on property acquired by the
registrable body-setting out the date on which the property was so acquired; and (iv) otherwise complying with the requirements of paragraph (1) (a);
(b) if the charge was created or evidenced as mentioned in paragraph (1) (b): (i) in the case of a charge created by the registrable body-a copy of the resolution or of each of the resolutions referred to in that paragraph verified by a statement in writing to be a true copy and a copy of the first debenture issued in the series referred to in that paragraph and a statement in writing verifying the execution of that first debenture; or
(ii) in the case of a charge that existed on property acquired by the

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registrable body-the copies referred to in subparagraph (i) verified by statements in writing to be true copies;
(c) if the charge was created or evidenced by an instrument or instruments (otherwise than as mentioned in paragraph (1)(b)):
(i) in the case of a charge created by the registrable body:
(A) the instrument or each of the instruments; or
(B) a copy of the instrument or of each of the instruments verified by a statement in writing to be a true copy, and a statement in writing verifying the execution of the instrument or of each of the instruments; or
(ii) in the case of a charge that existed on property acquired by the
registrable body-a copy of the instrument or of each of the instruments verified by a statement in writing to be a true copy;
(d) if the charge was created or evidenced as mentioned in paragraph (1)(b) and, after the issue of the first debenture in the series, the registrable body passed a further resolution or resolutions authorising the issue of debentures in the series-a copy of that resolution or of each of those resolutions verified by a statement in writing to be a true copy.

(5) A notice in relation to a charge, being a charge in relation to which paragraph (1)(b) or (c) or (4)(b) or (c) applies, shall not be taken to have been lodged under subsection (1) or (3) unless the notice is accompanied by the documents specified in that paragraph.

(6) Where a notice with respect to an instrument creating a charge has been lodged under subsection (1) or (3), being a charge in respect of an issue of several debentures the holders of which are entitled under the instrument in equal priority to the benefit of the charge, sections 279 to 282 (inclusive) have effect as if any charges constituted by those debentures were registered at the time when the charge to which the notice relates was registered.

(7) Where a payment or discount has been made or allowed, either directly or indirectly, by a company or registrable body to a person in consideration of the person's subscribing or agreeing to subscribe, whether absolutely or conditionally, for debentures, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for debentures, the notice required to be lodged under subsection (1) or (3) shall include particulars as to the amount or rate per centum of the payment or discount.

(8) Where a company or registrable body issues debentures as security for a debt of the company or registrable body, the company or registrable body shall not thereby be regarded, for the purposes of subsection (7), as having allowed a discount in respect of the debentures.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 264
Acquisition of property subject to charge

264. (1) Where a company acquires property that is subject to a charge, being a charge that would have been registrable when it was created if it had been created by a company, the company shall, within 45 days after the acquisition of the property:
(a) ensure that there is lodged:
(i) a notice in the prescribed form in relation to the charge, setting
out the name of the company and the date on which the property was so acquired and otherwise complying with the requirements of paragraph 263 (1) (a);
(ii) if the charge was created or evidenced as mentioned in paragraph 263
(1) (a)-a copy of the resolution or of each of the resolutions referred to in that paragraph verified by a statement in writing to be a true copy and a copy of the first debenture issued in the series referred to in that paragraph verified by a statement in writing to be a true copy; and
(iii) if the charge was created or evidenced by an instrument or
instruments (otherwise than as mentioned in paragraph 263 (1) (b)):
(A) the instrument or each of the instruments; or
(B) a copy of the instrument or of each of the instruments verified by a statement in writing to be a true copy; and
(b) give to the chargee notice that it has acquired the property and the date on which it was so acquired.

(2) A notice in relation to a charge, being a charge in relation to which subparagraph (1) (a) (ii) or (iii) applies, shall not be taken to have been lodged under subsection (1) unless it is accompanied by the documents specified in that subparagraph.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 265
Registration of documents relating to charges

265. (1) The Commission shall keep a register to be known as the Australian Register of Company Charges.

(2) Where a notice in respect of a charge on property of a company that is required by section 263 or 264 to be lodged is lodged (whether during or after the period within which the notice was required to be lodged) and the notice contains all the particulars required by the relevant section to be included in the notice, the Commission shall as soon as practicable cause to be entered in the Register the time and date when the notice was lodged and the following particulars in relation to the charge:
(a) if the charge is a charge created by the company, the date of its creation or, if the charge was a charge existing on property acquired by the company, the date on which the property was so acquired;
(b) a short description of the liability (whether present or prospective)

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secured by the charge;
(c) a short description of the property charged;
(d) the name of the trustee for debenture holders or, if there is no such trustee, the name of the chargee.

(3) Subject to subsection (9), where particulars in respect of a charge are entered in the Register in accordance with subsection (2), the charge shall be deemed to be registered, and to have been registered from and including the time and date entered in the Register under that subsection.
(4) Where a notice in respect of a charge on property of a company is lodged under section 263 or 264 (whether during or after the period within which the notice was required to be lodged) and a document that accompanies that notice has not been duly stamped as required by any applicable law relating to stamp duty, the Commission shall cause to be entered in the Register the time and date when the notice was lodged and the particulars referred to in paragraphs (2) (a), (b), (c) and (d), but shall cause the word "provisional" to be entered in the Register next to the entry specifying that time and date.

(5) Where:
(a) in accordance with subsection (4), the word "provisional" is entered in the Register next to an entry specifying the time and date on which a notice is respect of a charge was lodged; and
(b) within a period of 30 days after the notice was lodged, or within such further period as the Commission, if it considers it to be appropriate in a particular case, allows, evidence satisfactory to the Commission that the document has been duly stamped has been produced to the Commission; the Commission shall delete the word "provisional" from the entry in the Register relating to that charge, but if such evidence is not produced within the period, or the further period, referred to in paragraph (b), the Commission shall delete from the Register all the particulars that were entered in relation to the charge.

(6) Where a document that purports to be a notice in respect of a charge on property of a company for the purposes of section 263 or 264 is lodged (whether during or after the period within which the notice was required to be lodged) and the document contains the name of the company concerned and the particulars referred to in subparagraph 263 (1) (a) (vii) or (viii), as the case requires, but does not contain some or all of the other particulars that are required to be included in the notice or is otherwise defective:
(a) the Commission shall cause to be entered in the Register the time and date when the document was lodged and such of the particulars referred to in paragraphs (2) (a), (b), (c) and (d) as are ascertainable from the document, but shall cause the word "provisional" to be entered in the Register next to the entry specifying that time and date; and
(b) the Commission shall, by notice in writing to the person who lodged the document, direct the person to ensure that there is lodged, on or before the day specified in the notice, a notice in relation to the charge that complies with the requirements of section 263 or 264, as the case may be, but the giving by the Commission of a direction to the person under this paragraph does not affect any liability that the company may have incurred or may incur by reason of a contravention of section 263 or 264.

(7) Where the Commission gives a direction to a person under paragraph (6) (b) in relation to a charge:
(a) if the direction is complied with on or before the day specified in the notice containing the direction, the Commission shall:
(i) delete from the Register the word "provisional" that was inserted
pursuant to paragraph (6) (a); and
(ii) cause to be entered in the Register in relation to the charge any
particulars referred to in subsection (2) that have not previously been entered; (b) if the direction is not complied with on or before that day-the Commission shall delete from the Register all the particulars that were entered in relation to the charge; and
(c) if the direction is complied with after that day-the Commission shall cause to be entered in the Register in relation to the charge the time at which and day on which the direction was complied with and the particulars referred to in paragraphs (2) (a), (b), (c) and (d).

(8) The Commission may enter in the Register in relation to a charge, in addition to the particulars expressly required by this section to be entered, such other particulars as the Commission thinks fit.

(9) If the word "provisional" is entered in the Register next to an entry specifying a time and day in relation to a charge, the charge shall be deemed not to have been registered but:
(a) where the word "provisional" is deleted from the Register pursuant to subsection (5) or paragraph (7) (a)-the charge shall be deemed to be registered and to have been registered from and including the time and day specified in the Register pursuant to subsection (4) or paragraph (6) (a), as the case may be; or (b) where the particulars in relation to the charge are deleted from the Register pursuant to paragraph (7) (b) and those particulars and a time and day are subsequently entered in the Register in relation to the charge pursuant to paragraph (7) (c)-the charge shall be deemed to be registered from and including that last-mentioned time and day.

(10) Where, pursuant to subsection 263 (3), a registrable body lodges notices relating to 2 or more charges on the same property of the registrable

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body, the time and day that shall be entered in the Register in relation to each of those charges are the time and day when the first notice was lodged.

(11) Where, in accordance with subsection (10), the time and day that are entered in the Register are the same in relation to 2 or more charges on property of a registrable body, those charges shall, as between themselves, have the respective priorities that they would have had if they had not been registered under this Division.

(12) Where, pursuant to section 264, a company lodges notices relating to 2 or more charges on the same property acquired by the company (being charges that are not already registered under this Division), the time and day that shall be entered in the Register in relation to each of those charges are the time and day when the first notice was lodged.

(13) Where, in accordance with subsection (12), the time and day that are entered in the Register are the same in relation to 2 or more charges on property acquired by a company, those charges shall, as between themselves, have the respective priorities that they would have had if they had not been registered under this Division.

(14) Where a notice is lodged under section 268 (whether during or after the period within which it was required to be lodged), the Commission shall as soon as practicable cause to be entered in the Register the time and day when the notice was so lodged and the particulars set out in the notice.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 266
Certain charges void against liquidator or official manager

266. (1) Where:
(a) an order is made, or a resolution is passed, for the winding up of a company; or
(b) an official manager is appointed in respect of a company; a registrable charge on property of the company is void as a security on that property as against the liquidator or official manager, as the case may be, unless:
(c) a notice in respect of the charge was lodged under section 263 or 264, as the case requires:
(i) within the relevant period; or
(ii) at least 6 months before the commencement of the winding up or the
appointment of the official manager, as the case may be;
(d) in relation to a charge other than a charge to which subsection 263 (3) applies-the period within which a notice in respect of the charge (other than a notice under section 268) is required to be lodged, being the period specified in the relevant section or that period as extended by the Court under subsection (4), has not ended at the commencement of the winding up or at the time of the appointment referred to in paragraph (b) and the notice is lodged before the end of that period;
(e) in relation to a charge to which subsection 263 (3) applies-the period of 45 days after the chargee becomes aware that the registrable body has been registered as a company under Division 3 of Part 2.2, or registered under Part 4.1, has not ended at the commencement of the winding up or at the time of the appointment referred to in paragraph (b) and the notice is lodged before the end of that period; or
(f) in relation to a charge to which section 264 applies-the period of 45 days after the chargee becomes aware that the property charged has been acquired by a company has not ended at the commencement of the winding up or at the time of the appointment referred to in paragraph (b) and the notice is lodged before the end of that period.

(2) The reference in paragraph (1) (c) to the relevant period shall be construed as a reference to:
(a) in relation to a charge to which subsection 263 (1) applies-the period of 45 days specified in that subsection, or that period as extended by the Court under subsection (4) of this section;
(b) in relation to a charge to which subsection 263 (3) applies-the period of 45 days after the chargee becomes aware that the registrable body has been registered as a company under Division 3 of Part 2.2 or registered under Part 4.1; or
(c) in relation to a charge to which section 264 applies-the period of 45 days after the chargee becomes aware that the property has been acquired by a company.

(3) Where, after there has been a variation in the terms of a registrable charge on property of a company having the effect of increasing the amount of the debt or increasing the liabilities (whether present or prospective) secured by the charge:
(a) an order is made, or a resolution is passed, for the winding up of the company; or
(b) an official manager is appointed in respect of the company; the registrable charge is void as a security on that property to the extent that it secures the amount of the increase in that debt or liability unless:
(c) a notice in respect of the variation was lodged under section 268:
(i) within the period of 45 days specified in subsection 268 (2) or that
period as extended by the Court under subsection (4) of this section; or
(ii) not later than 6 months before the commencement of the winding up or
the appointment of the official manager, as the case may be; or

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(d) the period of 45 days specified in subsection 268 (2), or that period as extended by the Court under subsection (4) of this section, has not ended at the commencement of the winding up or at the time of the appointment of the official manager and the notice is lodged before the end of that period.

(4) The Court, if it is satisfied that the failure to lodge a notice in respect of a charge, or in respect of a variation in the terms of a charge, as required by any provision of this Division:
(a) was accidental or due to inadvertence or some other sufficient cause; or
(b) is not of a nature to prejudice the position of creditors or shareholders; or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any person interested and on such terms and conditions as seem to the Court just and expedient, by order, extend the period for such further period as is specified in the order.

(5) Where:
(a) a registrable charge (in this subsection referred to as the "later charge") is created before the end of 45 days after the creation of an unregistered registrable charge (in this subsection referred to as the "earlier charge");
(b) the later charge relates to all or any of the property to which the earlier charge related; and
(c) the later charge is given as a security for the same liability as is secured by the earlier charge or any part of that liability; the later charge, to the extent to which it is a security for the same liability or part thereof, and so far as it relates to the property comprised in the earlier charge, is void as a security on that property as against a liquidator or official manager of the company, notwithstanding that a notice in respect of the later charge was lodged under section 263 within a period mentioned in paragraph (1) (c) or (d) of this section, unless it is proved to the satisfaction of the Court that the later charge was given in good faith for the purpose of correcting some material error in the earlier charge or under other proper circumstances and not for the purposes of avoiding or evading the provisions of this Division.

(6) Nothing in subsection (1) or (3) operates to affect the title of a person to property purchased for value from a chargee or from a receiver appointed by a chargee in the exercise of powers conferred by the charge or implied by law if that person purchased the property in good faith and without notice of:
(a) the filing of an application for an order for the winding up of the company;
(b) the passing of a resolution for the voluntary winding up of the company; or
(c) the passing of a resolution that the company be placed under official management.

(7) The onus of proving that a person purchased property in good faith and without notice of any of the matters referred to in paragraphs (6) (a), (b) and (c) is on the person asserting that the property was so purchased.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 267
Charges in favour of certain persons void in certain cases

267. (1) Where:
(a) a company creates a charge on property of the company in favour of a person who is, or in favour of persons at least one of whom is, a relevant person in relation to the charge; and
(b) within 6 months after the creation of the charge, the chargee purports to take a step in the enforcement of the charge without the Court having, under subsection (3), given leave for the charge to be enforced; the charge, and any powers purported to be conferred by an instrument creating or evidencing the charge, are, and shall be deemed always to have been, void.

(2) Without limiting the generality of subsection (1), a person who:
(a) appoints a receiver of property of a company under powers conferred by an instrument creating or evidencing a charge created by the company; or
(b) whether directly or by an agent, enters into possession or assumes control of property of a company for the purposes of enforcing a charge created by the company; shall be taken, for the purposes of subsection (1), to take a step in the enforcement of the charge.

(3) On application by the chargee under a charge, the Court may, if it is satisfied that:
(a) immediately after the creation of the charge, the company that created the charge was solvent; and
(b) in all the circumstances of the case, it is just and equitable for the Court to do so; give leave for the charge to be enforced.

(4) Nothing in subsection (1) affects a debt, liability or obligation of a company that would, if that subsection had not been enacted, have been secured by a charge created by the company.

(5) Nothing in subsection (1) operates to affect the title of a person to property (other than the charge concerned or an interest in the charge concerned) purchased for value from a chargee under a charge, from an agent of a chargee under a charge, or from a receiver appointed by a chargee under a charge in the exercise of powers conferred by the charge or implied by law, if that person purchased the property in good faith and without notice that the

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charge was created in favour of a person who is, or in favour of persons at least one of whom is, as the case may be, a relevant person in relation to the charge.

(6) The onus of proving that a person purchased property in good faith and without notice that a charge was created as mentioned in subsection (5) is on the person asserting that the property was so purchased.

(7) In this section:
"chargee", in relation to a charge, means:
(a) in any case-the holder, or all or any of the holders, of the charge;
or
(b) in the case of a charge that is an agreement to give or execute a
charge in favour of a person or persons, whether upon demand or otherwise-that person, or all or any of those persons;
"officer", in relation to a company, includes, in the case of a registered foreign company, a local agent of the foreign company;
"receiver" includes a receiver and manager;
"relevant person", in relation to a charge created by a company, means:
(a) a person who is at the time when the charge is created, or who has
been at any time during the period of 6 months ending at that time, an officer of the company; or
(b) a person associated, in relation to the creation of the charge, with a person of a kind referred to in paragraph (a).

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 268
Assignment and variation of charges

268. (1) Where, after a registrable charge on property of a company has been created, a person other than the original chargee becomes the holder of the charge, the person who becomes the holder of the charge shall, within 45 days after he, she or it becomes the holder of the charge:
(a) lodge a notice stating that he, she or it has become the holder of the charge; and
(b) give the company a copy of the notice.

(2) Where, after a registrable charge on property of a company has been created, there is a variation in the terms of the charge having the effect of:
(a) increasing the amount of the debt or increasing the liabilities (whether present or prospective) secured by the charge; or
(b) prohibiting or restricting the creation of subsequent charges on the property; the company shall, within 45 days after the variation occurs, ensure that there is lodged a notice setting out particulars of the variation and accompanied by the instrument (if any) effecting the variation or a certified copy of that instrument.

(3) Where a charge created by a company secures a debt of an unspecified amount or secures a debt of a specified amount and further advances, a payment or advance made by the chargee to the company in accordance with the terms of the charge shall not be taken, for the purposes of subsection (2), to be a variation in the terms of the charge having the effect of increasing the amount of the charge or the liabilities (whether present or prospective) secured by the charge.

(4) A reference in this section to the chargee in relation to a charge shall, if the charge is constituted by a debenture and debentures and there is a trustee for debenture holders, be construed as a reference to the trustee for debenture holders.

(5) Nothing in section 263 requires the lodgment of a notice under that section in relation to a charge merely because of the fact that the terms of the charge are varied only in a manner mentioned in this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 269
Satisfaction of, and release of property from, charges

269. (1) Where, with respect to a charge registered under this Division:
(a) the debt or other liability the payment or discharge of which was secured by the charge has been paid or discharged in whole or in part; or
(b) the property charged or part of that property is released from the charge; the person who was the holder of the charge at the time when the debt or other liability was so paid or discharged or the property or part of the property was released shall, within 14 days after receipt of a request in writing made by the company on whose property the charge exists, give to the company a memorandum in the prescribed form acknowledging that the debt or other liability has been paid or discharged in whole or in part or that the property or that part of it is no longer subject to the charge, as the case may be.

(2) The company may lodge the memorandum and, upon the memorandum being lodged, the Commission shall enter in the Register particulars of the matters stated in the memorandum.

(3) The reference in subsection (1) to the person who was the holder of a charge at the time when the debt or other liability was so paid or discharged or the property or part of the property was released shall, if the charge was constituted by a debenture or debentures and there was a trustee for debenture holders, be construed as a reference to the person who was, at that time, the trustee for debenture holders.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 270

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Lodgment of notices, offences etc.

270. (1) Where a notice in respect of a charge on property of a company is required to be lodged under section 263 or 264 or subsection 268 (2), the notice may be lodged by the company or by any interested person.

(2) Where default is made in complying with section 263 or 264 or subsection 268 (2) in relation to a registrable charge on property of a company, the company and any officer of the company who is in default each contravene this subsection.

(3) Where a person who becomes the holder of a registrable charge fails to comply with subsection 268 (1), the person and, if the person is a body corporate, any officer of the body corporate who is in default, each contravene this subsection.

(4) Where a document required by this Division other than subsection 268 (1) to be lodged is lodged by a person other than the company concerned, that person:
(a) shall, within 7 days after the lodgment of the document, give to the company a copy of the document; and
(b) is entitled to recover from the company the amount of any fees properly paid by the person on lodgment of the document.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 271
Company to keep documents relating to charges and register of charges

271. (1) A company shall keep, at the place where the register referred to in subsection (2) is kept, a copy of every document relating to a charge on property of the company that is lodged under this Division or was lodged with a person under a corresponding law, and a copy of every document given to the company under this Division or a corresponding law.

(2) A company shall keep a register and shall, upon the creation of a charge (whether registrable or not) on property of the company, or upon the acquisition of property subject to a charge (whether registrable or not), as soon as practicable enter in the register particulars of the charge, giving in each case:
(a) if the charge is a charge created by the company, the date of its creation or, if the charge was a charge existing on property acquired by the company, the date on which the property was so acquired;
(b) a short description of the liability (whether present or prospective) secured by the charge;
(c) a short description of the property charged;
(d) the name of the trustee for debenture holders or, if there is no such trustee, the name of the chargee; and
(e) the name of the person whom the company believes to be the holder of the charge.

(3) A register kept by a company pursuant to subsection (2) shall be open for inspection:
(a) by any creditor or member of the company-without charge; and
(b) by any other person-on payment for each inspection of such amount, not exceeding the prescribed amount, as the company requires or, where the company does not require the payment of an amount, without charge.

(4) A person may request a company to furnish the person with a copy of the register or any part of the register and, where such a request is made, the company shall send the copy to that person:
(a) if the company requires payment of an amount not exceeding the prescribed amount-within 21 days after payment of the amount is received by the company or within such longer period as the Commission approves; or
(b) in a case to which paragraph (a) does not apply-within 21 days after the request is made or within such longer period as the Commission approves.

(5) If default is made in complying with any provision of this section, the company and any officer of the company who is in default are each guilty of an offence.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 272
Certificates

272. (1) Where particulars of a charge are entered in the Register in accordance with this Division, the Commission shall, on request by any person, issue to that person a certificate under the common seal of the Commission setting out those particulars and stating the time and day when a notice in respect of the charge containing those particulars was lodged with the Commission and, if the word "provisional" appears in the Register next to the reference to that time and day, stating that fact.

(2) A certificate issued under subsection (1) is prima facie evidence of the matters stated in the certificate.

(3) Where particulars of a charge are entered in the Register in accordance with this Division, and the word "provisional" does not appear in the register next to the reference to the time and day when a notice in respect of the charge was lodged, the Commission shall, on request by any person, issue to that person a certificate under the common seal of the Commission stating that particulars of the charge are entered in the Register in accordance with this Division.

(4) A certificate issued under subsection (3) is conclusive evidence that the requirements of this Division as to registration (other than the requirements relating to the period after the creation of the charge within which notice in respect of the charge is required to be lodged) have been

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complied with.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 273
Registration under other legislation relating to charges

273. (1) Where, whether before or after the prescribed time, a notice in relation to a charge is required to be lodged under this Division:
(a) the charge need not be registered under a prescribed law;
(b) no provision of a prescribed law of a State or Territory relating to priorities applies to or in relation to the charge; and
(c) a failure to register the charge under a prescribed law of a State or Territory does not affect the validity, or limit the effect, of the charge.

(2) Where:
(a) a transfer, assignment, or giving of security, by a company is registrable under a prescribed law of a State or Territory;
(b) notice in relation to the transfer, assignment or giving of security is required to be lodged under this Division; and
(c) the transfer, assignment or giving of security is registered under this Division; then:
(d) the transfer, assignment or giving of security is, subject to paragraph (1) (b), as valid and effectual; and
(e) by force of this subsection, the prescribed provisions (if any) of a law of that State or Territory have effect, with the prescribed modifications (if any), in relation to the transfer, assignment or giving of security; as if it had been duly registered under that prescribed law.

(3) Where:
(a) a crop lien, wool lien, or stock mortgage, given by a company is registrable under a prescribed law of a State or Territory;
(b) notice in relation to the crop lien, wool lien, or stock mortgage, is required to be lodged under this Division; and
(c) the crop lien, wool lien, or stock mortgage, is registered under this Division; then:
(d) the crop lien, wool lien or stock mortgage is, subject to paragraph (1) (b), as valid and effectual; and
(e) by force of this subsection, the prescribed provisions (if any) of a law of that State or Territory have effect, with the prescribed modifications (if any), in relation to the crop lien, wool lien, or stock mortgage; as if it had been duly registered under that prescribed law.

(4) Subject to this Part, the regulations may provide that specified provisions of a law of a State or Territory:
(a) do not apply in relation to specified registrable charges; or
(b) apply, by force of the regulations and with the prescribed modifications (if any), in relation to specified registrable charges.

(5) Nothing in this section applies in relation to a charge given by a company jointly with another person who is not, or other persons at least one of whom is not, a company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 274
Power of Court to rectify Register

274. Where the Court is satisfied:
(a) that a particular with respect to a registrable charge on property of a company has been omitted from, or mis-stated in, the Register or a memorandum referred on in section 269; and
(b) that the omission or mis-statement:
(i) was accidental or due to inadvertence or to some other sufficient
cause; or
(ii) is not of a nature to prejudice the position of creditors or
shareholders;
or that on other grounds it is just and equitable to grant relief;
the Court may, on the application of the company or any person interested and on such terms and conditions as seem to the Court just and expedient, order that the omission or mis-statement be rectified.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 275
Charges of Division 2 company

275. (1) This section applies where a company of a State or Territory is registered as a company under Division 2 of Part 2.2.

(2) On and after the company's registration day, this Part (other than this section) applies in relation to the company, with such modifications as the circumstances require, as if:
(a) the company had always been a company as defined in section 9;
(b) this Act had always been in operation;
(c) an act or thing done by or in relation to the company under, or for the purposes of, a law corresponding to a provision of this Part had been done under, or for the purposes of, that provision; and
(d) a reference in this Part to the Register included a reference to a register of company charges kept under a law corresponding to section 265.

(3) Nothing in subsection (2) makes a person guilty of a contravention of this Act in respect of an act or thing done, or an omission made, when the company was not a company as defined in section 9.

(4) If, immediately before the company's registration day, a charge or charges on property of the company was or were registered under a law corresponding to this Division:
(a) the Commission shall, as soon as practicable, enter in the Register the

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time and date, and the particulars, entered in relation to that charge or those charges in the register of company charges kept under that law; and
(b) the time and date, and the particulars, so entered shall be deemed to have been entered in the Register in accordance with subsection 265 (2).

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 276
Charges of Division 3 company

276. Where a foreign company is registered as a company under Division 3 of Part 2.2 and, immediately before the company's registration day, a charge or charges on property of the company was or were registered under a law corresponding to this Division and was not or were not registered under this Division:
(a) the Commission shall, as soon as practicable, enter in the Register the time and date, and the particulars, entered in relation to that charge or those charges in the register of company charges kept under that law; and
(b) the time and date, and the particulars, so entered shall be deemed to have been entered in the Register in accordance with subsection 265 (2).

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 277
Power to exempt from compliance with certain requirements of Division

277. (1) The Commission may, by instrument in writing, exempt a person, as specified in the instrument and subject to such conditions (if any) as are specified in the instrument, from compliance with such of the requirements of section 263, 264 or 268 relating to:
(a) the particulars to be contained in a notice under the relevant section;
(b) the documents (other than the notice) to be lodged under the relevant section; or
(c) the verification of any document required to be lodged under the relevant section; as are specified in the instrument.

(2) A person who is exempted by the Commission, subject to a condition, from compliance with a requirement of section 263, 264 or 268 shall not contravene the condition.

(3) Where a person has contravened or failed to comply with a condition to which an exemption under this section is subject, the Court may, on the application of the Commission, order the person to comply with the condition.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 3
Division 3-Order of priority

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 278
Interpretation

278. (1) In this Division:
"priority time", in relation to a registered charge, means:
(a) except as provided by paragraph (b) or (c)-the time and date appearing in the Register in relation to the charge, being a time and day entered in the Register pursuant to section 265;
(b) where a notice has been lodged under section 264 in relation to a
charge on property, being a charge that, at the time when the notice was lodged, was already registered under Division 2-the earlier or earliest time and day appearing in the Register in relation to the charge, being a time and day entered in the Register pursuant to section 264; and
(c) to the extent that the charge has effect as varied by a variation
notice of which was required to be lodged under subsection 268 (2)-the time and day entered in the Register in relation to the charge pursuant to subsection 265 (14);
"prior registered charge", in relation to another registered charge, means a charge the priority time of which is earlier than the priority time of the other charge;
"subsequent registered charge", in relation to another registered charge, means a charge the priority time of which is later than the priority time of the other registered charge;
"registered charge" means a charge that is registered under Division 2;
"unregistered charge" means a charge that is not registered under Division 2 but does not include a charge that is not a registrable charge.

(2) A reference in this Division to a person having notice of a charge includes a reference to a person having constructive notice of the charge.

(3) Where, by virtue of the definition of "priority time" in subsection (1), a registered charge has 2 or more priority times each of which relates to a particular liability secured by the charge, each of those liabilities shall, for the purposes of this Division, be deemed to be secured by a separate registered charge the priority time of which is the priority time of the first-mentioned registered charge that relates to the liability concerned.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 279
Priorities of charges

279. (1) Subject to this section, sections 280 to 282, inclusive, have effect with respect to the priorities, in relation to each other, of registrable charges on the property of a company.

(2) The application, in relation to particular registrable charges, of the order of priorities of charges set out in sections 280 to 282, inclusive, is subject to:
(a) any consent (express or implied) that varies the priorities in relation to each other of those charges, being a consent given by the holder of one of those charges, being a charge that would otherwise be entitled to priority

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over the other charge; and
(b) any agreement between those chargees that affects the priorities in relation to each other of the charges in relation to which those persons are the chargees.

(3) The holder of a registered charge, being a floating charge, on property of a company shall be deemed, for the purposes of subsection (2), to have consented to that charge being postponed to a subsequent registered charge, being a fixed charge that is created before the floating charge becomes fixed, on any of that property unless:
(a) the creation of the subsequent registered charge contravened a provision of the instrument or resolution creating or evidencing the floating charge; and
(b) a notice in respect of the floating charge indicating the existence of the provision referred to in paragraph (a) was lodged with the Commission under section 263, 264 or 268 before the creation of the subsequent registered charge.

(4) Where a charge relates to property of a kind or kinds to which a particular paragraph or paragraphs of subsection 262 (1) applies or apply and also relates to other property, sections 280 to 282, inclusive, apply so as to affect the priority of the charge only in so far as it relates to the first-mentioned property and do not affect the priority of the charge in so far as it relates to the other property.

(5) Sections 280 to 282, inclusive, do not apply so as to affect the operation of:
(a) the Copyright Act 1968;
(b) the Designs Act 1906;
(c) the Life Insurance Act 1945;
(d) the Patents Act 1952; or
(e) the Trade Marks Act 1955.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 280
General priority rules in relation to registered charges

280. (1) A registered charge on property of a company has priority over:
(a) a subsequent registered charge on the property, unless the subsequent registered charge was created before the creation of the prior registered charge and the chargee in relation to the subsequent registered charge proves that the chargee in relation to the prior registered charge had notice of the subsequent registered charge at the time when the prior registered charge was created;
(b) an unregistered charge on the property created before the creation of the registered charge, unless the chargee in relation to the unregistered charge proves that the chargee in relation to the registered charge had notice of the unregistered charge at the time when the registered charge was created; and
(c) an unregistered charge on the property created after the creation of the registered charge.
(2) A registered charge on property of a company is postponed to:
(a) a subsequent registered charge on the property, where the subsequent registered charge was created before the creation of the prior registered charge and the chargee in relation to the subsequent registered charge proves that the chargee in relation to the prior registered charge had notice of the subsequent registered charge at the time when the prior registered charge was created; and
(b) an unregistered charge on the property created before the creation of the registered charge, where the chargee in relation to the unregistered charge proves that the chargee in relation to the registered charge had notice of the unregistered charge at the time when the registered charge was created.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 281
General priority rule in relation to unregistered charges

281. An unregistered charge on property of a company has priority over:
(a) a registered charge on the property that was created after the creation of the unregistered charge and does not have priority over the unregistered charge under subsection 280 (1); and
(b) another unregistered charge on the property created after the first-mentioned unregistered charge.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 282
Special priority rules

282. (1) Except as provided by the this section, any priority accorded by this Division to a charge over another charge does not extend to any liability that, at the priority time in relation to the first-mentioned charge, is not a present liability.
(2) Where a registered charge on property of a company secures:
(a) a present liability and a prospective liability of an unspecified amount; or
(b) a prospective liability of an unspecified amount; any priority accorded by this Division to the charge over another charge of which the chargee in relation to the first-mentioned charge does not have actual knowledge extends to the prospective liability, whether the prospective liability became a present liability before or after the registration of the first-mentioned charge.
(3) Where a registered charge on property of a company secures:

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(a) a present liability and a prospective liability up to a specified maximum amount; or
(b) a prospective liability up to a specified maximum amount; and the notice lodged under section 263 or 264 in relation to the charge sets out the nature of the prospective liability and the amount so specified, then any priority accorded by this Division to the charge over another charge extends to any prospective liability secured by the first-mentioned charge to the extent of the maximum amount so specified, whether the prospective liability became a present liability before or after the registration of the first-mentioned charge and notwithstanding that the chargee in relation to the first-mentioned charge had actual knowledge of the other charge at the time when the prospective liability became a present liability.
(4) Where:
(a) a registered charge on property of a company secures:
(i) a present liability and a prospective liability up to a specified
maximum amount; or
(ii) a prospective liability up to a specified maximum amount;
but the notice lodged under section 263 or 264 in relation to the charge
does not set out the nature of the prospective liability or the maximum amount so specified; or
(b) a registered charge on property of a company secures a prospective liability of an unspecified amount; the following paragraphs have effect:
(c) any priority accorded by this Division to the charge over another charge of which the chargee in relation to the first-mentioned charge has actual knowledge extends to any prospective liability secured by the first-mentioned charge that had become a present liability at the time when the chargee in relation to the first-mentioned charge first obtained actual knowledge of the other charge;
(d) any priority accorded by this Division to the charge over another charge of which the chargee in relation to the first-mentioned charge has actual knowledge extends to any prospective liability secured by the first-mentioned charge that became a present liability, as the result of the making of an advance, after the time when the chargee in relation to the first-mentioned charge first obtained actual knowledge of the other charge if, at that time, the terms of the first-mentioned charge required the chargee in relation to that charge to make the advance after that time, and so extends to that prospective liability whether the advance was made before or after the registration of the first-mentioned charge and notwithstanding that the chargee in relation to the first-mentioned charge had actual knowledge of the other charge at the time when the advance was made.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 3.6
PART 3.6-ACCOUNTS

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 1
Division 1-Accounting standards

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 283
Accounting standards

283. (1) The Board may make for the purposes of this Part and Part 3.7 a written accounting standard that is not inconsistent with this Act.

(2) An instrument made under subsection (1) is a disallowable instrument for the purposes of section 46A of the Acts Interpretation Act 1901.

(3) In considering whether or not to make a particular instrument under subsection (1), the Board shall have regard to the fact that section 48 of the Acts Interpretation Act 1901 would apply in relation to the instrument by virtue of subsection (2) of this section.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 284
Application of accounting standards: general

284. (1) An accounting standard may be expressed so as to apply in relation to all companies or specified companies.

(2) Accounting standards may be of general or specially limited application and may differ according to differences in time, locality, place or circumstance.

(3) Neither of subsections (1) and (2) limits the other.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 285
Application of accounting standards: financial years

285. (1) Except so far as the contrary intention appears in an accounting standard, an accounting standard applies to:
(a) the first financial year of a body corporate that ends after the commencement of the last-mentioned accounting standard; and
(b) later financial years of the body corporate.

(2) Despite anything in an accounting standard, but subject to subsection (4), an accounting standard does not apply to a financial year of a body corporate ending before the commencement of the last-mentioned accounting standard.

(3) A company's directors may elect in writing that an accounting standard that, apart from subsection (4), does not apply to a particular financial year of the company shall apply to that financial year.

(4) An election under subsection (3) has effect accordingly.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 286
Interpretation etc. of accounting standards

286. (1) Unless the contrary intention appears in an accounting standard, an
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expression has the same meaning in an accounting standard as in this Part.

(2) A document that purports to be issued or published by or on behalf of the Board or the Commission and to set out the text of a specified accounting standard as in effect at a specified time, or a copy of such a document, is, in proceedings under this Act, prima facie evidence that:
(a) the specified accounting standard was in effect at the specified time; and
(b) that text is the text of that accounting standard as so in effect.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 287
Power of Board to require copy of accounts or group accounts

287. Where an auditor of a company has, under subsection 332 (11), sent to the Board a copy of a report on the accounts or group accounts of the company, the Board may, by written notice given to the company, require it to furnish to the Board, within 7 days after the notice is given, a copy of the accounts or group accounts.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 288
Application of accounting standards approved under Companies Act 1981

288. (1) As from the commencement of this Part, an accounting standard that was at that commencement an approved accounting standard within the meaning of Part VI of the Companies Act 1981 has effect, with such modifications as the circumstances require, as if it were an instrument in force under section 283.

(2) Despite section 285 but subject to an instrument in force under section 283, an accounting standard, in so far as it has effect by virtue of subsection (1) of this section, applies to a financial year of a body corporate if, and only if, the accounting standard would, if this Act had not been enacted and the body were a company within the meaning of Part VI of the Companies Act 1981, or a law corresponding to that Part, have applied in relation to that financial year by virtue of section 266C of that Act or a law corresponding to the last-mentioned section.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 2
Division 2-Accounting records

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 289
Accounting records

289. (1) A company shall:
(a) keep such accounting records as correctly record and explain its transactions (including any transactions as trustee) and financial position; and (b) so keep its accounting records that:
(i) true and fair accounts of the company can be prepared from time to
time; and
(ii) its accounts can be conveniently and properly audited in accordance
with this Act.

(2) A company shall retain the accounting records kept by it under this section, or under a corresponding law, for 7 years after the completion of the transactions to which they relate.

(3) A company shall keep its accounting records at such place or places as its directors think fit.

(4) The Commission may by writing require a company to produce:
(a) at a specified place within Australia that is reasonable in the circumstances; and
(b) within a specified period of at least 14 days; specified accounting records of the company that are kept outside Australia.

(5) Where accounting records of a company are kept outside Australia, the company shall keep at a place within Australia determined by the directors such statements and records with respect to the matters dealt with in the records kept outside Australia as would enable true and fair accounts, and any documents required by this Act to be attached to the accounts, to be prepared.

(6) A company shall lodge written notice of the place in Australia where statements and records kept under subsection (5) are kept, unless the statements and records are kept at the registered office of the company.

(7) A company shall keep its accounting records in writing in the English language or so as to enable them to be readily accessible and readily convertible into writing in the English language.

(8) The Court may, on application by a director of a company, make an order authorising a registered company auditor acting for the director to inspect the accounting records of the company.

(9) A company shall make its accounting records available in writing in the English language at all reasonable times for inspection without charge by any director of the company and by any other person authorised or permitted by or under this Act to inspect them.

(10) Where a registered company auditor inspects the accounting records pursuant to an order of the Court under subsection (8), he or she shall not disclose to a person other than the director on whose application the order was made any information acquired by him or her in the course of his or her inspection.

(11) A director of a company shall take all reasonable steps to ensure that the company complies with this section.

(12) In any proceedings against a person for a contravation of subsection (11), it is a defence if the person proves that he or she had reasonable grounds to believe, and did believe, that a competent and reliable person

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was:
(a) charged with the duty of seeing that the company complied with this section; and
(b) was in a position to discharge that duty.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 3
Division 3-Financial years of holding company and subsidiaries

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 290
Synchronisation

290. (1) Subject to this section, the directors of a holding company shall take such action (if any) as is necessary to ensure that the financial year of each subsidiary of the holding company coincides with the financial year of the holding company.

(2) The action referred to in subsection (1) shall be taken in relation to a particular subsidiary not later than 12 months after the day on which the subsidiary became a subsidiary of the holding company.

(3) Subject to any order by the Commission under this section, where the financial year of a holding company and the financial year of each of its subsidiaries coincide, the directors of the holding company shall at all times take such action as is necessary to ensure that the financial year of the holding company or any of its subsidiaries is not altered in such a way that all of those financial years no longer coincide.

(4) Where the directors of a holding company are of the opinion that there is good reason why the financial year of any of its subsidiaries should not coincide with the financial year of the holding company, they may apply in writing to the Commission for an order authorising the subsidiary to continue to have or to adopt (as the case requires) a financial year that does not coincide with that of the holding company.

(5) The application shall be supported by a statement in writing made in accordance with a resolution of the directors of the holding company, signed by not less than 2 directors and stating the reasons for seeking the order.

(6) The Commission may require the directors making the application to supply such information relating to the operations of the holding company, and of any related corporation, as the Commission thinks necessary for the purpose of determining the application.

(7) The Commission may engage a registered company auditor to investigate and report to it on the application.

(8) The costs of an investigation and report under subsection (7) are payable by the holding company of which the applicants are directors.

(9) The Commission may make an order granting or refusing the application or granting the application subject to such limitations, terms or conditions as it thinks fit, and shall serve a copy of the order on the holding company.

(10) Where the directors of a holding company make an application under subsection (4) in relation to a subsidiary:
(a) subsection (1) does not apply in relation to the subsidiary until the determination day for the application; and
(b) subject to subsection (12), the period within which the directors of the holding company are required to comply with subsection (1) in relation to the subsidiary is the period of 12 months beginning on that day.

(11) Subsection (10) has effect despite sections 41 and 44A of the Administrative Appeals Tribunal Act 1975.

(12) Where an order is made under this section authorising a subsidiary of a holding company to have, or to adopt, a financial year that does not coincide with that of the holding company, compliance with the order (including any limitations, terms or conditions set out in it) shall be taken to be compliance with subsection (1) in relation to the subsidiary.

(13) Where the directors of a holding company make an application under subsection (4) in relation to a subsidiary, the directors of the holding company are not entitled to make another application under subsection (4) in relation to the subsidiary within 3 years after the determination day for the first-mentioned application unless:
(a) the first-mentioned application resulted in the making of an order granting the application or granting it subject to limitations, terms or conditions; or
(b) the Commission is satisfied that there has been a substantial change in the relevant facts or circumstances since that day.

(14) In this section:
"determination day", in relation to an application under subsection (4), means:
(a) if the Tribunal makes a decision on an application for review of the
Commission's decision on the application under subsection (4)-the day when:
(i) if there is an appeal from the Tribunal's decision-any appeal
arising out of the Tribunal's decision is finally determined or otherwise disposed of; or
(ii) otherwise-the Tribunal's decision comes into operation;
(b) if paragraph (a) does not apply but an application is, or applications are, made to the Tribunal for review of the Commission's decision on the application under subsection (4)-the day of withdrawal or dismissal of the application, or of the last of the applications to be withdrawn or dismissed; or (c) otherwise-the day when the Commission's order on the

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application under subsection (4) is served on the holding company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 291
Orders under corresponding laws

291. (1) Where, immediately before a Division 2 company's registration day, an order was in force in relation to the company under a law corresponding to section 290, this section applies on and after that day.

(2) The order has effect, with such modifications as the circumstances require, as if it had been made under section 290.

(3) Subject to section 290, if the order, as in force immediately before the company's registration day, was limited to a specified period, it ceases to have effect at the end of that period.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 4
Division 4-Financial statements

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 292
Profit and loss account

292. A company's directors shall, before the deadline after a financial year, cause to be made out a profit and loss account for that financial year that gives a true and fair view of the company's profit or loss for that financial year.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 293
Balance-sheet

293. A company's directors shall, before the deadline after a financial year, cause to be made out a balance-sheet as at the end of that financial year that gives a true and fair view of the company's state of affairs as at the end of that financial year.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 294
Steps to be taken before accounts made out

294. (1) This section shall be complied with before a company's accounts are made out under sections 292 and 293 in relation to a financial year.
(2) The directors shall take reasonable steps:
(a) to find out what has been done about writing off bad debts and making provision for doubtful debts; and
(b) to cause all known bad debts to be written off and adequate provision to be made for doubtful debts.

(3) The directors shall take reasonable steps to find out whether any current assets, other than bad or doubtful debts, are unlikely to realise (whether directly or indirectly) in the ordinary course of business their value as shown in the company's accounting records and, if so, to cause:
(a) the value of those assets to be written down to an amount that they might be expected so to realise; or
(b) adequate provision to be made for the difference between their value as so shown and the amount that they might be expected so to realise.

(4) The directors shall take reasonable steps:
(a) to find out whether the value of any non-current asset is shown in the company's accounting records at an amount that, having regard to the asset's value to the company as a going concern, exceeds the amount that it would have been reasonable for the company to spend to acquire the asset as at the end of the financial year; and
(b) unless adequate provision for writing down the value of that asset is made-to cause to be included in the accounts such information and explanations as will prevent the accounts from being misleading because of the overstatement of the value of that asset.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 295
Group accounts

295. The directors of a company that is a group holding company at the end of a financial year shall, before the deadline after the financial year, cause to be made out group accounts that:
(a) deal with:
(i) the group's profit or loss for; and
(ii) the group's state of affairs as at the end of;
that financial year of the company and the corresponding financial years of
the other bodies corporate in the group; and
(b) give a true and fair view of the profit or loss and state of affairs so far as they concern members of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 296
Audit of financial statements

296. (1) The directors of a company, other than a company that pursuant to section 325 or 326 did not appoint an auditor to audit the financial statements concerned, shall take reasonable steps to ensure that the company's financial statements for a financial year are audited as required by this Part before the deadline after that financial year.

(2) A company's directors shall cause to be attached to, or endorsed on, the company's financial statements for a financial year the auditor's report on those financial statements that is furnished to the directors under subsection 332 (2).

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 297
Financial statements to comply with regulations

297. (1) A company's directors shall ensure that the company's financial statements for a financial year comply with such of the prescribed
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requirements as are relevant to the financial statements.

(2) Where a company's financial statements for a financial year, as prepared in accordance with subsection (1), would not otherwise give a true and fair view of the matters with which this Division requires them to deal, the directors shall add such information and explanations as will give a true and fair view of those matters.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 298
Financial statements to comply with applicable accounting standards

298. (1) Subject to section 297, a company's directors shall ensure that the company's financial statements for a financial year are made out in accordance with applicable accounting standards.

(2) Despite subsection (1), where a company's financial statements for a financial year would not, if made out in accordance with a particular applicable accounting standard, give a true and fair view of the matters with which this Division requires the financial statements to deal, the directors need not ensure that the financial statements are made out in accordance with that accounting standard.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 299
Effect of sections 297 and 298

299. Neither of sections 297 and 298 affects the generality of any provision of this Division other than those sections.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 300
Inclusion of comparative amounts for items required by accounting standards

300. (1) Where:
(a) section 298 requires a company's financial statements for a financial year to specify a particular amount (in this subsection called the "current year amount"); and
(b) that section or a corresponding law required the company's financial statements for the previous financial year to specify a corresponding amount; the directors shall ensure that the first-mentioned financial statements:
(c) set out the corresponding amount in such a way as to allow easy comparison between the current year amount and the corresponding amount; and
(d) if the current year amount has been determined on a different basis from the corresponding amount:
(i) include a note to that effect; and
(ii) set out the corresponding amount in such a way as to draw attention
to the note.

(2) For the purposes of this section, section 298 or a corresponding law requires a body corporate's financial statements for a financial year to specify an amount if, and only if, the directors:
(a) are required to ensure that the financial statements included an amount relating to the matter to which the first-mentioned amount relates; and
(b) would not have been so required if that section or corresponding law had not applied in relation to the financial year.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 5
Division 5-Directors' statements

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 301
Statement to be attached to accounts

301. (1) A company's directors shall cause to be attached to the company's accounts that are, or are included in, the company's financial statements for a financial year a statement complying with this section and subsection 303 (2).

(2) The statement shall state whether or not, in the directors' opinion:
(a) the profit and loss account gives a true and fair view of the company's profit or loss for the financial year; and
(b) the balance-sheet gives a true and fair view of the company's state of affairs as at the end of the financial year.

(3) In forming their opinion for the purposes of subsection (2), the directors shall have regard to circumstances that have arisen, and information that has become available, since the end of the financial year and that would, if the accounts had been made out when the statement is made, have affected the determination of an amount or particular in them.

(4) If adjustments have not been made in the accounts to reflect circumstances or information of a kind referred to in subsection (3) that are or is relevant to understanding the accounts or an amount or particular in them, the statement shall include such information and explanations as will prevent the accounts, or that amount or particular, from being misleading because adjustments have not been so made.

(5) The statement shall state whether or not, in the directors' opinion, there are, when the statement is made, reasonable grounds to believe that the company will be able to pay its debts as and when they fall due.

(6) The statement shall state whether or not the accounts have been made out in accordance with all applicable accounting standards.

(7) If the applicable accounting standards include accounting standards that apply in relation to the financial year because of an election under section 285, the statement shall specify those accounting standards and state that they so apply.

(8) If the accounts have not been made out in accordance with a particular applicable accounting standard, the statement shall:

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(a) state why the accounts, if made out in accordance with that accounting standard, would not have given a true and fair view of the matters with which Division 4 requires them to deal; and
(b) give particulars of the quantified financial effect on the accounts of failing to make them out in accordance with that accounting standard.

(9) If, pursuant to section 326, the company did not appoint an auditor to audit the accounts, the statement shall state whether or not the company has, in respect of the financial year:
(a) kept such accounting records as correctly record and explain its transactions and financial position;
(b) so kept its accounting records that true and fair accounts of the company can be prepared from time to time; and
(c) so kept its accounting records that the accounts of the company can be conveniently and properly audited in accordance with this Act.

(10) The statement shall state whether or not the accounts have been properly prepared by a competent person.

(11) If the company has been dormant throughout the period beginning at the start of the financial year and ending on the day the statement is made, the statement shall state that the company has so been dormant.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 302
Statement to be attached to group accounts

302. (1) The directors of a company that is a group holding company at the end of a particular financial year shall cause to be attached to group accounts that are included in the company's financial statements for the financial year a statement that complies with this section and subsection 303 (2).

(2) The statement shall state whether or not, in the directors' opinion, the group accounts give a true and fair view of:
(a) the group's profit or loss for; and
(b) the group's state of affairs as at the end of; that financial year of the company and the corresponding financial years of the other bodies corporate in the group, so far as the profit or loss and state of affairs concern members of the company.

(3) In forming their opinion for the purposes of subsection (2), the directors shall have regard to circumstances that have arisen, and information that has become available, since:
(a) in the case of circumstances or information concerning the company-the end of the financial year; or
(b) in the case of circumstances or information concerning another body corporate in the group-the end of the corresponding financial year of that body; and that would, if the group accounts had been made out when the statement is made, have affected the determination of an amount or particular in them.

(4) If adjustments have not been made in the group accounts to reflect circumstances or information of a kind referred to in subsection (3) that are or is relevant to understanding the group accounts or an amount or particular in them, the statement shall include such information and explanations as will prevent the group accounts, or that amount or particular, from being misleading because adjustments have not been so made.

(5) The statement shall state whether or not the group accounts have been made out in accordance with all applicable accounting standards.

(6) If the applicable accounting standards include accounting standards that apply in relation to the financial year because of an election made under section 285, the statement shall specify those accounting standards and state that they so apply.
(7) If the group accounts have not been made out in accordance with a particular applicable accounting standard, the statement shall:
(a) state why the group accounts, if made out in accordance with that accounting standard, would not have given a true and fair view of the matters with which Division 4 requires them to deal; and
(b) give particulars of the quantified financial effect on the group accounts of failing to make them out in accordance with that accounting standard.

(8) If, pursuant to section 326, the company did not appoint an auditor to audit the group accounts, the statement shall state whether they have been properly prepared by a competent person.

(9) If:
(a) the company has been dormant throughout the period beginning at the start of the financial year and ending on the day the statement is made; and
(b) each body corporate that was a subsidiary of the company at any time during the financial year has been dormant throughout each period since the start of the financial year during which it was a subsidiary of the company; the statement shall state that the company and each such body corporate have so been dormant.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 303
Statements under this Division

303. (1) A company's directors shall comply with section 301, or sections 301 and 302, as the case requires, in relation to a financial year:
(a) unless, pursuant to section 325 or 326, the company did not appoint an auditor to audit its financial statements for the financial year-before the
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auditor reports under this Part on the financial statements; or
(b) otherwise-before the deadline after the financial year.

(2) A statement required by section 301 or 302 in relation to a financial year of a company shall:
(a) be made in accordance with a resolution of the directors;
(b) be made not more than 42 days before the day of the deadline after the financial year;
(c) specify the day on which it was made; and
(d) be signed by at least 2 directors.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 6
Division 6-Directors' reports

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 304
Report on company other than group holding company

304. (1) The directors of a company that is not a group holding company at the end of a particular financial year shall cause to be made out a report complying with this Division, other than:
(a) in any case-section 305; and
(b) if at the end of the financial year the company was an exempt proprietary company or a wholly-owned subsidiary of another company-subsections (7), (8), (9) and (10) of this section.

(2) Subsection (1) does not apply in relation to a company in relation to a financial year if the company is dormant throughout the period beginning at the start of, and ending at the deadline after, the financial year.

(3) The report shall state the names of the directors in office on the day the report is made out.

(4) The report shall state the company's principal activities in the course of the financial year and any significant change in the nature of those activities that occurred during the financial year.

(5) The report shall state the net amount of the company's profit or loss for the financial year after provision for income tax.

(6) The report shall state the amount (if any) that the directors recommend should be paid by way of dividend.

(7) The report shall state the amounts (if any) that have been paid or declared by way of dividend since the start of the financial year, indicating which (if any) of those amounts have been shown in a previous report under this Division or a corresponding law.

(8) The report shall contain a review of the company's operations during the financial year and of the results of those operations.

(9) The report shall give particulars of any significant change in the company's state of affairs that occurred during the financial year.

(10) The report shall give particulars of any matter or circumstance that has arisen since the end of the financial year and has significantly affected, or may significantly affect:
(a) the company's operations;
(b) the results of those operations; or
(c) the company's state of affairs; in financial years after the financial year.

(11) The report shall refer to:
(a) likely developments in the company's operations; and
(b) the expected results of those operations; in financial years after the financial year.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 305
Report on group holding company

305. (1) The directors of a company that is a group holding company at the end of a particular financial year shall cause to be made out a report complying with this Division, other than:
(a) in any case-section 304; and
(b) if at the end of the financial year the company was an exempt proprietary company-subsections (7), (8), (9) and (10) of this section.

(2) Subsection (1) does not apply in relation to a company in relation to a financial year if:
(a) the company is dormant throughout the period beginning at the start of, and ending at the deadline after, the financial year; and
(b) each body corporate that is a subsidiary of the company at any time during the financial year is dormant throughout so much of each period during which it is a subsidiary of the company as falls within the period referred to in paragraph (a).

(3) The report shall state the names of the directors in office on the day the report is made out.

(4) The report shall state the principal activities of the group during the financial year and any significant change in the nature of those activities that occurred during the financial year.

(5) The report shall state the net amount of the consolidated profit or loss of the group for the financial year after:
(a) provision for income tax; and
(b) deducting any amounts that should properly be attributed to a person other than a body corporate in the group.

(6) The report shall state the amount (if any) that the directors recommend should be paid by way of dividend.

(7) The report shall state the amounts (if any) that have been paid or

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declared by way of dividend since the start of the financial year, indicating which (if any) of those amounts have been shown in a previous report under this Division or a corresponding law.

(8) The report shall contain a review of the group's operations during the financial year and of the results of those operations.

(9) The report shall give particulars of any significant change in the group's state of affairs that occurred during the financial year.

(10) The report shall give particulars of any matter or circumstance that has arisen since the end of the financial year and has significantly affected, or may significantly affect:
(a) the group's operations;
(b) the results of those operations; or
(c) the group's state of affairs; in financial years after the financial year.

(11) The report shall refer to:
(a) likely developments in the group's operations; and
(b) the expected results of those operations; in financial years after that financial year.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 306
Report may omit prejudicial information

306. If, in the directors' opinion, it would prejudice the company's interests to include in the report particular information, being some or all of the information that subsection 304 (11) or 305 (11) requires to be so included:
(a) the first-mentioned information need not be so included; and
(b) if it is not so included-the report shall state that some or all, as the case requires, of the information required by that subsection has not been so included.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 307
Public companies

307. If at the end of the financial year the company is a public company and is not a wholly-owned subsidiary of another company, the report shall contain, or have attached to it, a statement that, in relation to each of the directors, sets out, as at the day the report is made out:
(a) particulars of the directors' qualifications, experience and special responsibilities (if any);
(b) particulars of shares in the company or in a related body corporate that paragraph 235 (1) (a) requires to be shown with respect to that director in a register kept in accordance with subsection 235 (1); and
(c) particulars of any interest of the director in a contract or proposed contract with the company, being an interest whose nature the director has declared:
(i) in accordance with subsection 231 (1) or a corresponding law; and
(ii) since the date of the last report made out in relation to the
company under this subsection or a corresponding law.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 308
Options

308. (1) If subsection 304 (1) applies, this section applies in relation to the company.

(2) If subsection 305 (1) applies, this section applies in relation to each body corporate in the group that has at any time granted to a person an option to have shares in the body issued to the person.

(3) The report shall state, in relation to each option that the company or body corporate has, during or since the financial year, granted to a person to have shares in the company or body issued to the person:
(a) unless subsection 304 (1) applies-the name of the company or body;
(b) the name of the person to whom the option was granted or, if it was granted generally to all the holders of shares or debentures, or of a class of shares or debentures, of the company or body or of any other body corporate, that the option was so granted;
(c) the number and classes of shares in respect of which the option was granted;
(d) the day of expiration of the option;
(e) the basis on which the option is or was to be exercised; and
(f) whether or not a person entitled to exercise the option has or had, by virtue of the option, a right to participate in a share issue of any other body corporate.

(4) The report shall state:
(a) unless subsection 304 (1) applies-the name of the company or body corporate;
(b) particulars of shares in the company or body issued, during or since the financial year, by virtue of the exercise of an option;
(c) the number and classes of unissued shares in the company or body under option as at the day the report is made out;
(d) the prices, or the method of fixing the prices, of issue of those unissued shares;
(e) the days of expiration of the options in respect of those unissued shares; and
(f) particulars of the rights (if any) of the holders of the options in respect of those unissued shares to participate by virtue of the options in

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any share issue of any other body corporate.

(5) If particulars that this section requires have been stated in a previous report made out in relation to the company under this Division or a corresponding law, they may be stated by referring to that report.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 309
Benefits under contracts with directors

309. (1) The report shall set out whether or not, during or since the financial year, a director has received, or become entitled to receive, because of a contract made by the company or a related body corporate with the director, a firm of which the director is a member, or a company in which the director has a substantial financial interest, a benefit other than:
(a) a benefit included in the aggregate amount of emoluments received or due and receivable by directors shown, in accordance with the regulations made for the purposes of subsection 297 (1), in the company's financial statements for the financial year; or
(b) the fixed salary of a full-time employee of the company or a related body corporate.

(2) If so, the report shall set out the general nature of each such benefit that a director has so received or to which a director has so become entitled.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 310
Reports generally

310. (1) A company's directors shall comply with this Division in relation to a financial year before the deadline after the financial year.

(2) A report that this Division requires in relation to a financial year of a company shall:
(a) be made out in accordance with a resolution of the directors;
(b) be made out not more than 42 days before the day of the deadline after the financial year;
(c) specify the day on which it was made out; and
(d) be signed by at least 2 directors.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 7
Division 7-Financial statements and directors' reports

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 311
Rounding off amounts

311. The regulations may permit specified companies, subject to such conditions, exceptions or qualifications (if any) as are specified in the regulations, to insert in any accounts or report under this Act, in substitution for an amount that the company would, but for this section, be required or permitted to set out in the accounts or report, an amount that is ascertained in accordance with the regulations and is not more than $500 greater or less than the first-mentioned amount.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 312
Directors of holding company to obtain all necessary information

312. (1) Subject to subsection (3), the directors of a company that is a group holding company at the end of a particular financial year shall not cause to be made out the group accounts referred to in section 295, the statement referred to in section 302 or the report referred to in section 305 unless they have available to them sufficient information, in relation to each subsidiary, to enable them to ensure:
(a) that the group accounts will give a true and fair view of:
(i) the group's profit or loss for; and
(ii) the group's state of affairs as at the end of;
that financial year of the company and the corresponding financial years of
the other bodies corporate in the group, so far as they concern members of the company; and
(b) that neither the statement nor the report will be false or misleading in a material particular.

(2) The directors of a subsidiary shall, at the request of the directors of the company, supply to the company all the information that is required by the directors of the company for the preparation of the group accounts, the statement and the report referred to in subsection (1).

(3) Where the directors of a company, having taken all such steps as are reasonably available to them, are unable to obtain from the directors of a subsidiary the information required by the directors of the holding company for the preparation of the group accounts, the statement and the report referred to in subsection (1) within the period within which those accounts, that statement and that report are respectively required, by the provisions referred to in that subsection, to be prepared:
(a) the directors of the holding company shall cause to be made out those group accounts, that statement and that report without incorporating in, or including with, those group accounts, or incorporating in that statement or report, as the case requires, the information relating to the subsidiary, but:
(i) they shall include in those group accounts, that statement or that
report, as the case requires, a description of the nature of the information that has not been obtained, and shall include in those group accounts, that statement and that report such qualifications and explanations as are necessary to prevent those group accounts, that statement and that report from being misleading; and

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(ii) they may qualify accordingly that part of that statement that is made under subsection 302 (2); and
(b) where the directors of the holding company have caused to be made out those group accounts, that statement and that report in accordance with paragraph (a), they shall, within 1 month after receiving any of that information from the directors of the subsidiary:
(i) lodge a statement setting out or summarising the information and
containing such qualifications and explanations, by the directors of the company, of those group accounts, that statement or that report as are necessary having regard to the information received from the directors of the subsidiary; and
(ii) send, to each shareholder, a copy of the statement required by
subparagraph (i) to be lodged.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 313
Relief from requirements as to accounts and reports

313. (1) A company's directors may apply to the Commission for an order relieving them, relieving the company, or relieving the auditor (if any) of the company, from compliance with specified requirements of this Act relating to, or to the audit of, accounts or group accounts or to the report required by Division 6.
(2) On an application under subsection (1), the Commission may make an order relieving the directors, the company, or the auditor of the company, as the case may be, from compliance with all or any of the specified requirements either unconditionally or on condition that the directors comply, the company complies, or the auditor of the company complies, as the case may be, with such other requirements relating to, or to the audit of, the accounts or group accounts or to the report as the Commission imposes.

(3) An application under subsection (1) shall be in writing supported by a statement in writing made in accordance with a resolution of the directors of the company, signed by not less than 2 directors and stating the reasons for seeking an order.

(4) The Commission may require the directors making application under subsection (1) to supply such information relating to the operations of the company, and of any related body corporate, as the Commission thinks necessary for the purpose of determining the application.

(5) Notice of an order under subsection (2) shall be served on the company to which it relates.

(6) The Commission may, where it considers it appropriate, make an order in respect of a specified class of companies relieving the directors of a company included in that class, relieving a company included in that class, or relieving the auditor (if any) of a company included in that class, from compliance with specified requirements of this Act relating to, or to the audit of, accounts or group accounts or to the report required by Division 6.
(7) An order under subsection (6) may be made either unconditionally or on condition that the directors of the company comply, the company complies, or the auditor of the company complies, as the case may be, with such other requirements relating to, or to the audit of, accounts or group accounts or to the report as the Commission imposes.

(8) Notice of an order under subsection (6) shall be published in the Gazette.

(9) A reference in subsection (1) or (6) to requirements of this Act relating to, or to the audit of, accounts or group accounts does not include a reference to the requirements of section 289.

(10) Without limiting the generality of subsections (1) and (6), a reference in either of those subsections to requirements of this Act relating to, or to the audit of, accounts or group accounts includes:
(a) a reference to a requirement that an annual return of a company be accompanied by a copy of accounts or group accounts of the company; and
(b) a reference to a requirement that particulars relating to:
(i) the profit or loss of a company for a financial year;
(ii) the state of affairs of a company as at the end of a financial year;
(iii) the profit or loss of a company and any other body corporate or
bodies corporate for respective financial years; or
(iv) the state of affairs of a company and any other body corporate or
bodies corporate as at the end of respective financial years;
be contained in an annual return of the company.

(11) The Commission shall not make an order in relation to a company, or in relation to a class of companies, unless:
(a) in relation to each requirement of this Act that is specified in the order, the Commission is of the opinion that compliance with the requirement:
(i) would render accounts or group accounts, or a report required by
Division 6, misleading;
(ii) would be inappropriate to the circumstances of the company, or of the companies included in that class, as the case may be; or
(iii) would impose unreasonable burdens on:
(A) the company, an officer of the company or the auditor (if any) of
the company; or
(B) the companies, or officers or auditors of the companies, included in that class;

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as the case may be; or
(b) the company is a company (in this paragraph called a "relevant company"):
(i) not carried on for the purposes of profit or gain to its individual
members;
(ii) prohibited, by the terms of its constitution, from making any
distribution, whether in money, property or otherwise, to its members; and
(iii) required by or under an Australian law to prepare annually a
statement of its income and expenditure or a statement as to its financial position, or both;
or that class is a class of relevant companies, as the case may be.

(12) The reference in subsection (11) to an order in relation to a company, or in relation to a class of companies, is a reference to:
(a) an order under subsection (1) relieving the directors of the company, relieving the company, or relieving the auditor (if any) of the company; or
(b) an order under subsection (6) relieving the directors of a company included in that class, relieving a company included in that class, or relieving the auditor (if any) of a company included in that class; from compliance with specified requirements of this Act.

(13) The Commission may make an order under subsection (1) or (6) that is limited to a specified period and:
(a) in the case of an order under subsection (1)-may from time to time either on application by the directors, or without any such application, revoke or suspend the operation of the order; or
(b) in the case of an order under subsection (6)-may from time to time revoke or suspend the operation of the order.

(14) The revocation or suspension under subsection (13) of an order does not take effect until:
(a) in the case of an order under subsection (1)-notice of the revocation or suspension is served on the company to which the order relates; and
(b) in the case of an order under subsection (6)-notice of the revocation or suspension is published in the Gazette.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 314
Orders under corresponding laws

314. (1) Where, immediately before a Division 2 company's registration day, an order was in force in relation to the company under a law corresponding to section 313, this section applies on and after that day.

(2) The order has effect, with such modifications as the circumstances require, as if:
(a) it had been made under section 313; and
(b) there were specified in it, instead of the specified requirements of the company law of a State or Territory, the corresponding requirements of this Act.

(3) Subject to section 313, if the order, as in force immediately before the company's registration day, was limited to a specified period, it ceases to have effect at the end of that period.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 315
Members entitled to financial statements and reports

315. (1) In this section:
"eligible person", in relation to a company, means a person who is entitled to receive notice of general meetings of the company.

(2) A company shall, at or before the time when it sends notice of an annual general meeting to eligible persons or, if the company sends notice of an annual general meeting to eligible persons more than 14 days before the meeting, at least 14 days before the meeting, send to each eligible person a copy of each document a copy of which section 316 requires to be laid before the meeting.

(3) A company shall furnish to a member of the company, whether or not the member is entitled to have sent to him, her or it copies of the accounts or group accounts, to whom copies have not been sent, or a holder of debentures, on request in writing being made by him, her or it to the company, as soon as practicable and without charge, a copy of the last accounts and group accounts (if any) laid or to be laid before the company at its annual general meeting, together with copies of the other documents required under subsection (1) to accompany those accounts and group accounts (if any).

(4) It is a defence to a prosecution for a contravention of subsection (1) or (3) in relation to a person if it is proved that the person had, before the contravention occurred, been furnished with documents as required by that subsection.

(5) This section does not apply in relation to a mutual life assurance company limited by guarantee registered under the Life Insurance Act 1945.

(6) Subsections (1) and (3) do not apply in relation to a company in relation to an annual general meeting that is deemed by virtue of section 255 to have been held.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 316
Financial statements and reports to be laid before annual general meeting

316. A company's directors shall cause to be laid before the annual general meeting of the company that section 245 requires to be held in relation to a financial year:

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(a) a copy of the company's financial statements for that financial year;
(b) a copy of each statement that Division 5 requires in relation to that financial year;
(c) a copy of the report that Division 6 requires in relation to that financial year; and
(d) a copy of the auditor's report (if any) about the financial statements that section 332 requires.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 317
Commission may require company to lodge accounts etc.

317. (1) In this section:
"annual meeting documents", in relation to a financial year of a company, means the documents copies of which section 316 or a corresponding law requires or required to be laid before the annual general meeting of the company that section 245 or a corresponding law requires or required to be held in relation to that financial year;
"financial year", in relation to a company, does not include a financial year of the company, the company's accounts relating to which were required to be audited under this Part or a corresponding law.
(2) The Commission may, by writing served on a company (not being an exempt proprietary company that is an unlimited company), require the company to lodge, within a specified period of at least 14 days, a copy of the company's annual meeting documents for a specified financial year or specified financial years.

(3) A company need not lodge a copy of a particular document under subsection (1) if the company has previously lodged the document or a copy of the document.

(4) A company need not lodge a copy of a particular document pursuant to a notice under subsection (1) if, as at the time when the notice is served, the document has not been made out, but, if the document is made out after that time, the company shall lodge a copy of the document within 14 days after the document is made out.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 318
Contravention of Part

318. (1) Subject to this section, if a director of a company fails to take all reasonable steps to comply with, or to secure compliance with, or has knowingly been the cause of any default under, any of the provisions of this Part (including any of those provisions as applying by virtue of section 1058) other than Divisions 1 and 2 and section 317, the director contravenes this subsection.
(2) The penalty applicable to a contravention of subsection (1) is:
(a) in a case to which paragraph (b) does not apply-$5,000; or
(b) if the offence was committed with intent to deceive or defraud members of creditors of the company or creditors of any other person or for any other fraudulent purpose-$20,000 or imprisonment for 5 years, or both.
(3) In any proceedings against a person for failure to take all reasonable steps to comply with, or to secure compliance with, the provisions of this Part relating to the form and content of the accounts or group accounts of a company by reason of an omission from the accounts or group accounts (including any of those provisions as applying by virtue of section 1058), it is a defence if it is proved that the information omitted was immaterial and did not affect the giving of a true and fair view of the matters required by Division 4 to be dealt with in the accounts or group accounts, as the case may be.
(4) In any proceedings against a person for failure to take all reasonable steps to comply with, or to secure compliance with, or for having knowingly been the cause of any default under, any of the preceding provisions of this Part (including any of those provisions as applying by virtue of section 1058) relating to the accounts or group accounts of a company by reason that the accounts or group accounts, as the case may be, have not been made out in accordance with an applicable accounting standard, the onus of proving that the accounts or group accounts, as the case may be, would not, if made out in accordance with that accounting standard, have given a true and fair view of the matters required by Division 4 to be dealt with in the accounts or group accounts lies on that person.

(5) If, after the end of the period within which any accounts of a company or any report of the directors of a company is or are required by Division 4, 5 or 6 to be made out, the Commission, by notice in writing to each of the directors, requires the directors to produce the accounts or report to a person specified in the notice on a day and at a place so specified, and the directors fail to produce the accounts or report as required by the notice, then, in any proceeding for a failure to comply with Division 4, 5 or 6 proof of the failure to produce the accounts or report as required by the notice is prima facie evidence that the accounts or report were not made out within that period.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 8
Division 8-Inspection of records

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 319
Inspection of records

319. (1) Where:
(a) a member of a company applies to the Court for an order authorising a
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registered company auditor, or a duly qualified legal practitioner, acting on behalf of the member to inspect books of the company; and
(b) the Court is satisfied that the member is acting in good faith and that the inspection is to be made for a proper purpose; the Court may:
(c) make an order authorising a registered company auditor, or a duly qualified legal practitioner, acting on behalf of the member, at such time as is specified in the order, to inspect, and to make copies of, or take extracts from, specified books of the company; and
(d) make such other order or orders (if any) as it thinks fit including, without limiting the generality of the foregoing, an order relating to the use that may be made of the information disclosed to the member by the registered company auditor or the duly qualified legal practitioner as a result of the inspection.

(2) The right of a member of a company to apply for an order under subsection (1) is in addition to and not in derogation of any right in relation to the inspection of books of a company that a member of a company has under any other law.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 320
Disclosure of information

320. A registered company auditor, or a duly qualified legal practitioner, who inspects books of a company pursuant to an order of the Court under section 319 shall not disclose information acquired in the course of the inspection to a person other than:
(a) the member of the company on whose application the order was made; or
(b) a staff member, or a member or acting member, of the Commission.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 9
Division 9-Transitional

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 321
Application of this Part and Part 3.7 to Division 2 company

321. A person need not comply with a provision of this Part or Part 3.7 in relation to a Division 2 company in relation to a financial year of the company that ended before its registration day.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 322
Continued application to Division 2 company of requirements of corresponding law

322. (1) Where:
(a) a company of a State or Territory is registered as a company under Division 2 of Part 2.2; and
(b) as at the start of the company's registration day, a person (being the company or anyone else) had not fully complied, in relation to the company in relation to a financial year of the company that ended before that day, with the requirements of a law, or of a previous law, of that State or Territory corresponding to a provision of this Part (other than sections 289 and 290) or Part 3.7; subsections (2) and (3) of this section apply, subject to this Act, on and after that day.

(2) The person shall comply with those requirements as if:
(a) they were requirements imposed by a law of the Commonwealth; and
(b) in the law or previous law referred to in paragraph (1) (b):
(i) a reference to a particular law corresponding to a provision of this
Act included a reference to that provision; and
(ii) a reference to the NCSC were, or included, as the case requires, a
reference to the Commission.

(3) If, at a time, or throughout a period beginning, on or after that day, the person contravenes those requirements, this Act applies as if the person had, at that time or throughout that period, as the case may be, contravened the provision referred to in paragraph (1) (b).

(4) The regulations may modify or vary, and may exempt from compliance with, requirements with which this section requires a person to comply.

CORPORATIONS ACT 1989 No. 109 of 1989 - DIVISION 3
Division 3 or 4 companies

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 323

323. The regulations may provide for the application of this Part and Part 3.7, with the prescribed modifications (if any), in relation to a Division 3 or 4 company in relation to a financial year of the company ending before its registration day.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 3.7
PART 3.7-AUDIT

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 324
Qualifications of auditors

324. (1) Subject to this section, a person shall not:
(a) consent to be appointed as auditor of a company;
(b) act as auditor of a company; or
(c) prepare a report required by this Act to be prepared by a registered company auditor or by an auditor of a company; if:
(d) the person is not a registered company auditor;
(e) the person, or a body corporate in which the person is a substantial shareholder for the purposes of Part 6.7, owes more than $5,000 to the company or to a related body corporate; or
(f) except where the company is an exempt proprietary company, the person:

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(i) is an officer of the company;
(ii) is a partner, employer or employee of an officer of the company; or
(iii) is a partner or employee of an employee of an officer of the
company.
(2) Subject to this section, a firm shall not:
(a) consent to be appointed as auditor of a company;
(b) act as auditor of a company; or
(c) prepare a report required by this Act to be prepared by a registered company auditor or by an auditor of a company; unless:
(d) at least 1 member of the firm is a registered company auditor who is ordinarily resident in Australia;
(e) the business name under which the firm is carrying on business is registered under a law of a State or Territory relating to the registration of business names or a return in the prescribed form has been lodged showing, in relation to each member of the firm, the member's full name and address as at the time when the firm so consents, acts or prepares a report;
(f) no member of the firm, and no body corporate in which a member of the firm is a substantial shareholder for the purposes of Part 6.7, owes more than $5,000 to the company or to a related body corporate;
(g) except where the company is an exempt proprietary company, no member of the firm is:
(i) an officer of the company;
(ii) a partner, employer or employee of an officer of the company; or
(iii) a partner or employee of an employee of an officer of the company;
and
(h) except where the company is an exempt proprietary company, no officer of the company receives any remuneration from the firm for acting as a consultant to it on accounting or auditing matters.

(3) A reference in subsection (1) or (2) to indebtedness to a body corporate does not, in relation to indebtedness of a natural person, include a reference to indebtedness of that person to a body corporate that is a prescribed corporation for the purposes of Part 4.5 where:
(a) the indebtedness arose as a result of a loan made to that person by the body corporate in the ordinary course of its ordinary business; and
(b) the amount of that loan was used by that person to pay the whole or part of the purchase price of premises that are used by that person as his or her principal place of residence.

(4) For the purposes of subsections (1) and (2), a person shall be deemed to be an officer of a company if:
(a) the person is an officer of a related body corporate; or
(b) except where the Commission, if it thinks fit in the circumstances of the case, directs that this paragraph shall not apply in relation to the person in relation to the company-the person has, at any time within the immediately preceding period of 12 months, been an officer or promoter of the company or of a related body corporate.

(5) For the purposes of this section, a person shall not be taken to be an officer of a company by reason only of being or having been the liquidator of that company or of a related body corporate.

(6) For the purposes of this section, a person shall not be taken to be an officer of a company by reason only of having been appointed as auditor of that company or of a related body corporate or, for any purpose relating to taxation, a public officer of a body corporate or by reason only of being or having been authorised to accept on behalf of the company or a related body corporate service of process or any notices required to be served on the company or related body corporate.

(7) The appointment of a firm as auditor of a company shall be deemed to be an appointment of all persons who are members of the firm and are registered company auditors, whether resident in Australia or not, at the date of the appointment.

(8) Where a firm that has been appointed as auditor of a company is reconstituted by reason of the death, retirement or withdrawal of a member or members or by reason of the admission of a new member or new members, or both:
(a) a person who was deemed under subsection (7) to be an auditor of the company and who has so retired or withdrawn from the firm as previously constituted shall be deemed to have resigned as auditor of the company as from the day of his or her retirement or withdrawal but, unless that person was the only member of the firm who was a registered company auditor and, after the retirement or withdrawal of that person, there is no member of the firm who is a registered company auditor, section 329 does not apply to that resignation;
(b) a person who is a registered company auditor and who is so admitted to the firm shall be deemed to have been appointed as an auditor of the company as from the day of his or her admission; and
(c) the reconstitution of the firm does not affect the appointment of the continuing members of the firm who are registered company auditors as auditors of the company; but nothing in this subsection affects the operation of subsection (2).

(9) Except as provided by subsection (8), the appointment of the members of

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a firm as auditors of a company that is deemed by subsection (7) to have been made by reason of the appointment of the firm as auditor of the company is not affected by the dissolution of the firm.

(10) A report or notice that purports to be made or given by a firm appointed as auditor of a company shall not be taken to be duly made or given unless it is signed in the firm name and in his or her own name by a member of the firm who is a registered company auditor.

(11) Without limiting the generality of section 1311, if, in contravention of this section, a firm consents to be appointed, or acts as, auditor of a company or prepares a report required by this Act to be prepared by an auditor of a company, each member of the firm is guilty of an offence.

(12) Where it is, in the opinion of the Commission, impracticable for an exempt proprietary company to obtain the services of a registered company auditor as auditor of the company by reason of the place where the company carries on business, a person who is, in the opinion of the Commission, suitably qualified or experienced and is approved by the Commission for the purposes of this Act in relation to the audit of the company's accounts may be appointed as auditor of the company, subject to such terms and conditions as are specified in the approval.

(13) A person appointed in accordance with subsection (12) shall, in relation to the auditing of the company's accounts and, if it is a holding company for which group accounts are required, group accounts but subject to the terms and conditions of the approval under that subsection, be deemed to be a registered company auditor and the provisions of this Act shall, with the necessary modifications, apply in relation to the person accordingly.
(14) Where a person approved by the Commission under subsection (12) is acting as auditor of a company, the Commission may at any time, by notice in writing given to the company:
(a) amend, revoke or vary the terms and conditions of its approval; or
(b) terminate the appointment of that person as auditor of the company.

(15) A notice under subsection (14) terminating the appointment of a person as auditor of a company takes effect as if, on the date on which the notice is received by the company, the company had received from the person notice of the person's resignation as auditor taking effect from that date.

(16) A person shall not:
(a) if the person has been appointed auditor of a company-knowingly disqualify himself or herself while the appointment continues from acting as auditor of the company; or
(b) if the person is a member of a firm that has been appointed auditor of a company-knowingly disqualify the firm while the appointment continues from acting as auditor of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 325
When unlimited exempt proprietary company need not appoint auditor

325. (1) Despite this Part, an exempt proprietary company that is an unlimited company need not appoint an auditor at an annual general meeting, whether that meeting is the first annual general meeting held after the company is incorporated as, or converts to, such a company or is a subsequent annual general meeting, if:
(a) at the date of the annual general meeting no member of the company is a person other than a natural person, an exempt proprietary company, that is an unlimited company, or an exempt proprietary company of a State or Territory that is an unlimited company of that State or Territory; and
(b) not more than 1 month before the annual general meeting, all the members of the company have agreed that the company need not appoint an auditor.

(2) The directors of an exempt proprietary company that is an unlimited company need not comply with subsection 327 (1) if:
(a) all the members of the company have agreed, on a day not later than 14 days after the incorporation of the company, that the company need not appoint an auditor; and
(b) between the day of the incorporation of the company and the day referred to in paragraph (a), no member of the company is a person other than a natural person, an exempt proprietary company that is an unlimited company, or an exempt proprietary company of a State or Territory that is an unlimited company of that State or Territory.

(3) Where a company, by reason of the circumstances referred to in subsection (1) or (2), does not have an auditor, a secretary of the company shall record a minute to that effect in the book containing the minutes of the proceedings of general meetings of the company.

(4) An exempt proprietary company that is an unlimited company and that at an annual general meeting did not appoint an auditor shall at the next annual general meeting of the company appoint an auditor unless the conditions referred to in subsection (1) are satisfied.

(5) Within 1 month after:
(a) a company that by reason of the circumstances referred to in sub-section (1) or (2) does not have an auditor ceases to be an exempt proprietary company or ceases to be an unlimited company; or
(b) a body corporate other than:
(i) an exempt proprietary company that is an unlimited company; or
(ii) an exempt proprietary company of a State or Territory that is an

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unlimited company of that State or Territory;
becomes a member of an exempt proprietary company that, by reason of the
circumstances referred to in subsection (1) or (2), does not have an auditor; the directors of the company shall appoint, unless the company at a general meeting has appointed, a person or persons, a firm or firms, or a person or persons and a firm or firms, as auditor or auditors of the company.

(6) A person or firm appointed as auditor of a company under sub-section (5) holds office, subject to this Division, until the next annual general meeting of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 326
When exempt proprietary company need not appoint auditor

326. (1) Despite this Part, an exempt proprietary company that is not an unlimited company need not appoint an auditor at an annual general meeting, whether that meeting is the first annual general meeting held after the company is incorporated as, or becomes, such a company or is a subsequent annual general meeting, if not more than 1 month before the annual general meeting all the members of the company have agreed that the company need not appoint an auditor.

(2) The directors of an exempt proprietary company that is not an unlimited company need not comply with subsection 327 (1) if all the members of the company have agreed, on a day not later than 14 days after the incorporation of the company, that the company need not appoint an auditor.

(3) Where a company, by reason of the circumstances referred to in subsection (1) or (2), does not have an auditor, a secretary of the company shall record a minute to that effect in the book containing the minutes of proceedings of general meetings of the company.

(4) An exempt proprietary company that is not an unlimited company and that at an annual general meeting did not appoint an auditor shall at the next annual general meeting of the company appoint an auditor unless the conditions referred to in subsection (1) are satisfied.

(5) Where:
(a) a directors' statement relating to accounts of a company contains a statement to the effect that, in respect of a financial year, the company:
(i) did not keep such accounting records as correctly record and explain
its transactions and financial position;
(ii) did not so keep its accounting records that true and fair accounts of the company can be prepared from time to time; or
(iii) did not so keep its accounting records that the accounts of the
company can be conveniently and properly audited in accordance with this Act;
(b) a directors' statement relating to accounts of a company contains a statement to the effect that the accounts have not been properly prepared by a competent person;
(c) a directors' statement relating to group accounts of a company contains a statement to the effect that the group accounts have not been properly prepared by a competent person; or
(d) a director of a company is convicted of an offence under subsection 1308 (2) or 1309 (1) in relation to a matter that, under subsection 301 (9) or 302 (7), has been stated in a directors' statement relating to accounts or group accounts of the company; there shall be deemed to be a vacancy in the office of the auditor of the company and subsection 327 (5) applies in relation to that vacancy.

(6) In subsection (5):
(a) a reference to a directors' statement relating to accounts of a company is a reference to a statement that the directors of the company have, under section 301, caused to be attached to the accounts; and
(b) a reference to a directors' statement relating to group accounts of a company is a reference to a statement that the directors of the holding company have, under section 302, caused to be attached to the group accounts.

(7) Where a company, by reason of circumstances referred to in subsection (1) or (2), does not have an auditor and all the members of the company have agreed that the company should appoint an auditor, an auditor may be appointed as if a vacancy had occurred in the office of auditor.

(8) Within 1 month after a company that, by reason of the circumstances referred to in subsection (1) or (2), does not have an auditor ceases to be an exempt proprietary company, the directors of the company shall appoint, unless the company at a general meeting has appointed, a person or persons, a firm or firms, or a person or persons and a firm or firms, as auditor or auditors of the company.

(9) If, within 14 days after a company that has an auditor becomes an exempt proprietary company, all the members of the company agree, this Act does not prevent the company from terminating the appointment of the auditor and, where the appointment is so terminated, a vacancy in the office of auditor of the company shall be deemed not to have occurred.

(10) A person or firm appointed as auditor of a company under subsection (5) or (8) holds office, subject to this Division, until the next annual general meeting of the company and subsection (1) does not apply in relation to that company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 327
Appointment of auditors

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327. (1) Within 1 month after the day on which a company is incorporated, the directors of the company shall appoint, unless the company at a general meeting has appointed, a person or persons, a firm or firms, or a person or persons and a firm or firms, as auditor or auditors of the company.

(2) A person or firm appointed as auditor of a company under subsection (1) holds office, subject to this Part, until the first annual general meeting of the company.

(3) A company shall:
(a) at its first annual general meeting appoint a person or persons, a firm or firms, or a person or persons and a firm or firms, as auditor or auditors of the company; and
(b) at each subsequent annual general meeting, if there is a vacancy in the office of auditor of the company, appoint a person or persons, a firm or firms, or a person or persons and a firm or firms, to fill the vacancy.

(4) A person or firm appointed as auditor under subsection (3) holds office until death or removal or resignation from office in accordance with section 329 or until ceasing to be capable of acting as auditor by reason of subsection 324 (1) or (2).

(5) Within 1 month after a vacancy, other than a vacancy caused by the removal of an auditor from office, occurs in the office of auditor of the company, if there is no surviving or continuing auditor of the company, the directors shall, unless:
(a) the company at a general meeting has appointed a person or persons, a firm or firms, or a person or persons and a firm or firms, to fill the vacancy; or
(b) where the company is an exempt proprietary company, all the members of the company have within 1 month after the vacancy occurs agreed that it is not necessary for the vacancy to be filled; appoint a person or persons, a firm or firms, or a person or persons and a firm or firms, to fill the vacancy.

(6) While a vacancy in the office of auditor continues, the surviving or continuing auditor or auditors (if any) may act.

(7) A company or the directors of a company shall not appoint a person or firm as auditor of the company unless that person or firm has, before the appointment, consented by notice in writing given to the company or to the directors to act as auditor and has not withdrawn his, her or its consent by notice in writing given to the company or to the directors.

(8) A notice under subsection (7) given by a firm shall be signed in the firm name and in his or her own name by a member of the firm who is a registered company auditor.

(9) If a company appoints a person or firm as auditor of a company in contravention of subsection (7), the purported appointment does not have any effect and the company and any officer of the company who is in default are each guilty of an offence.

(10) Where an auditor of a company is removed from office at a general meeting in accordance with section 329:
(a) the company may at that meeting (without adjournment), by a resolution passed by a majority of not less than three-quarters of such members of the company as, being entitled so to do, vote in person or, where proxies are allowed, by proxy, forthwith appoint as auditor or auditors a person or persons, a firm or firms, or a person or persons and a firm or firms, to whom or which has been sent a copy of the notice of nomination in accordance with sub-section 328 (3); or
(b) if such a resolution is not passed or, by reason only that such a copy of the notice of nomination has not been sent to a person, could not be passed, the meeting may be adjourned to a day not earlier than 20 days and not later than 30 days after the day of the meeting and the company may, at the adjourned meeting, by ordinary resolution appoint as auditor or auditors a person or persons, a firm or firms, or a person or persons and a firm or firms, notice of whose nomination for appointment as auditor has been received by the company from a member of the company at least 14 clear days before the day to which the meeting is adjourned.

(11) Where, after the removal from office of an auditor of a company, the company fails to appoint an auditor under subsection (1), the company shall, within the period of 7 days commencing on the day of the failure, give to the Commission notice of the failure, and, subject to subsection (12), the Commission:
(a) in a case where the company, before the end of that period, gives to the Commission notice of the failure-shall, upon receiving the notice; or
(b) in any other case:
(i) may, at any time after the end of that period and before the
Commission receives from the company notice of the failure; and
(ii) if the company, after the end of that period, gives to the Commission notice of the failure-shall, upon receiving the notice; appoint as auditor or auditors of the company a person or persons, a firm or firms, or a person or persons and a firm or firms, who or which consents or consent to be so appointed.

(12) Where, after the removal from office of an auditor of a company, the company fails to appoint an auditor under subsection (10), the Commission shall not appoint an auditor of the company under subsection (11):
(a) in any case-if there is another auditor of the company whom the

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Commission believes to be able to carry out the responsibilities of auditor alone and who agrees to continue as auditor;
(b) in the case of an exempt proprietary company-if:
(i) all the members have, since the removal from office of the
first-mentioned auditor, agreed that it is not necessary for an auditor to be appointed; and
(ii) the company has given to the Commission notice of the failure and
has, at the time of giving to the Commission notice of the failure, given to the Commission notice that all the members have so agreed; or
(c) in a case where, at the end of the period of 7 days commencing on the day of the failure, the company has not given to the Commission notice of the failure-if the Commission has, at any time after the end of that period, already appointed an auditor of the company under subsection (11).

(13) Subject to subsection (11), if a company does not appoint an auditor when required by this Act to do so, the Commission may, on the application in writing of a member of the company, appoint as auditor or auditors of the company a person or persons, a firm or firms, or a person or persons and a firm or firms, who or which consents or consent to be so appointed.

(14) A person or firm appointed as auditor of a company under sub-section (5), (10), (11) or (13) holds office, subject to this Division, until the next annual general meeting of the company.

(15) Notwithstanding subsection (4), a person or firm who holds the office of auditor of a company that becomes a subsidiary of a corporation shall, unless the person or firm sooner vacates that office, retire at the annual general meeting of that subsidiary next held after it becomes such a subsidiary but, subject to this Division, is eligible for re-appointment.

(16) If a director of a company fails to take all reasonable steps to comply with, or to secure compliance with, subsection (1) or (5), he or she is guilty of an offence.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 328
Nomination of auditors

328. (1) Subject to this section, a company is not entitled to appoint a person or a firm as auditor of the company at its annual general meeting, not being a meeting at which an auditor is removed from office, unless notice in writing of his, her or its nomination as auditor was given to the company by a member of the company:
(a) before the meeting was convened; or
(b) not less than 21 days before the meeting.

(2) If a company purports to appoint a person or firm as auditor of the company in contravention of subsection (1), the purported appointment is of no effect and the company and any officer of the company who is in default are each guilty of an offence.

(3) Where notice of nomination of a person or firm for appointment as auditor of a company is received by the company, whether for appointment at a meeting or an adjourned meeting referred to in subsection 327 (1) or at an annual general meeting, the company shall:
(a) not less than 7 days before the meeting; or
(b) at the time notice of the meeting is given; send a copy of the notice of nomination to each person or firm nominated, to each auditor of the company and to each person entitled to receive notice of general meetings of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 329
Removal and resignation of auditors

329. (1) An auditor of a company may be removed from office by resolution of the company at a general meeting of which special notice has been given, but not otherwise.

(2) Where special notice of a resolution to remove an auditor is received by a company, it shall as soon as possible send a copy of the notice to the auditor and lodge a copy of the notice.

(3) Within 7 days after receiving a copy of the notice, the auditor may make representations in writing, not exceeding a reasonable length, to the company and request that, before the meeting at which the resolution is to be considered, a copy of the representations be sent by the company at its expense to every member of the company to whom notice of the meeting is sent.

(4) Unless the Commission on the application of the company otherwise orders, the company shall send a copy of the representations in accordance with the auditor's request, and the auditor may, without prejudice to his or her right to be heard orally or, where a firm is the auditor, to have a member of the firm heard orally on its behalf, require that the representations be read out at the meeting.

(5) An auditor of a company may, by notice in writing given to the company, resign as auditor of the company if:
(a) the auditor has, by notice in writing given to the Commission, applied for consent to the resignation and stated the reasons for the application and, at or about the same time as the notice was given to the Commission, notified the company in writing of the application to the Commission; and
(b) the consent of the Commission has been given.

(6) The Commission shall, as soon as practicable after receiving a notice from an auditor under subsection (5), notify the auditor and the company whether it consents to the resignation of the auditor.

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(7) A statement made by an auditor in an application to the Commission under subsection (5) or in answer to an inquiry by the Commission relating to the reasons for the application:
(a) is not admissible in evidence in any civil or criminal proceedings against the auditor; and
(b) may not be made the ground of a prosecution, action or suit against the auditor; and a certificate by the Commission that the statement was made in the application or in the answer to the inquiry by the Commission is conclusive evidence that the statement was so made.

(8) Subject to subsection (9), the resignation of an auditor takes effect:
(a) on the day (if any) specified for the purpose in the notice of resignation;
(b) on the day on which the Commission gives its consent to the resignation; or
(c) on the day (if any) fixed by the Commission for the purpose; whichever last occurs.

(9) The resignation of an auditor of an exempt proprietary company does not require the consent of the Commission under subsection (5), and takes effect:
(a) on the day (if any) specified for the purpose in the notice of resignation; or
(b) on the day on which the notice is received by the company; whichever is the later.

(10) Where on the retirement or withdrawal from a firm of a member the firm will no longer be capable, by reason of the provisions of paragraph 324 (2) (d) of acting as auditor of a company, the member so retiring or withdrawing shall (if not disqualified from acting as auditor of the company) be deemed to be the auditor of the company until he or she obtains the consent of the Commission to his or her retirement or withdrawal.

(11) Within 14 days after:
(a) the removal from office of an auditor of a company; or
(b) the receipt of a notice of resignation from an auditor of a company, the company shall:
(c) lodge with the Commission a notice of the removal or resignation in the prescribed form; and
(d) where there is a trustee for the holders of debentures of the company-give to the trustee a copy of the notice lodged with the Commission.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 330
Effect of winding up on office of auditor

330. An auditor of a company ceases to hold office if:
(a) a special resolution is passed for the voluntary winding up of the company; or
(b) in a case to which paragraph (a) does not apply an order is made by the Court for the winding up of the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 331
Fees and expenses of auditors

331. The reasonable fees and expenses of an auditor of a company are payable by the company.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 332
Powers and duties of auditors as to reports on accounts

332. (1) An auditor of a company shall report to the members on the accounts required to be laid before the company at the annual general meeting and on the company's accounting records and other records relating to those accounts and, if it is a company for which group accounts are required, shall also report to the members on the group accounts.

(2) A report by an auditor of a company under subsection (1) shall be furnished by the auditor to the directors of the company in sufficient time to enable the company to comply with the requirements of subsection 315 (2) in relation to that report.

(3) An auditor shall, in a report under this section, state:
(a) whether the accounts and, if the company is a company for which group accounts are required, the group accounts are in the auditor's opinion properly drawn up:
(i) so as to give a true and fair view of the matters required by
Division 4 of Part 3.6 (or, in the case of a prescribed corporation within the meaning of section 409, by Part 3.6), to be dealt with in the accounts and, if there are group accounts, in the group accounts;
(ii) in accordance with the provisions of this Act; and
(iii) in accordance with applicable accounting standards;
(b) if, in the auditor's opinion, the accounts, or, if the company is a company for which group accounts are required, the accounts or group accounts, have not been drawn up in accordance with a particular applicable accounting standard:
(i) whether, in the auditor's opinion, the accounts or group accounts, as the case may be, would, if drawn up in accordance with that accounting standard, have given a true and fair view of the matters required by Division 4 of Part 3.6 (or, in the case of a prescribed corporation within the meaning of section 409, by Part 3.6) to be dealt with in the accounts or group accounts;
(ii) if, in the auditor's opinion, the accounts or group accounts, as the

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case may be, would not, if so drawn up, have given a true and fair view of those matters-the auditor's reasons for being of that opinion;
(iii) if the directors have caused to be attached to the accounts or group accounts a statement under section 301 or 302, as the case may be, giving particulars of the quantified financial effect on the accounts or group accounts of the failure to so draw up the accounts or group accounts-the auditor's opinion concerning the particulars; and
(iv) if neither subparagraph (ii) nor (iii) applies-particulars of the
quantified financial effect on the accounts or group accounts of the failure to so draw up the accounts or group accounts, as the case may be;
(c) in the case of group accounts:
(i) the names of the subsidiaries (if any) of which the auditor has not
acted as auditor;
(ii) if there are included in the group accounts (whether separately or
consolidated with other accounts) the accounts of a subsidiary of which the auditor has not acted as auditor, and the auditor has not examined those accounts and the auditor's report (if any) on those accounts-the name of the subsidiary; and
(iii) where the auditor's report on the accounts of any subsidiary was
made subject to any qualification, or included any comment made under subsection (4)-the name of the subsidiary and particulars of the qualification or comment;
(d) any defect or irregularity in the accounts or group accounts and any matter not set out in the accounts or group accounts without regard to which a true and fair view of the matters dealt with by the accounts or group accounts would not be obtained; and
(e) if the auditor is not satisfied as to any matter referred to in paragraph (a) or (b), the auditor's reasons for not being so satisfied.

(4) It is the duty of an auditor of a company to form an opinion as to each of the following matters:
(a) whether the auditor has obtained all the information and explanations that the auditor required;
(b) whether proper accounting records and other records, including registers, have been kept by the company as required by this Act;
(c) whether the returns received from branch offices of the company are adequate;
(d) where the company is a holding company:
(i) whether the accounts of the subsidiaries that are to be consolidated
with other accounts are in form and content appropriate and proper for the purposes of the preparation of the consolidated accounts, and whether the auditor has received satisfactory information and explanations as required by the auditor for that purpose; and
(ii) whether the procedures and methods used by the company and by each of its subsidiaries in arriving at the amounts taken into any consolidated accounts were appropriate to the circumstances of the consolidation; and
(e) where group accounts are prepared otherwise than as one set of consolidated accounts for the group-whether the auditor agrees with the reasons for preparing them in the form in which they are prepared as given by the directors in the accounts; and the auditor shall state in the auditor's report particulars of any deficiency, failure or shortcoming in respect of any matter referred to in this subsection.

(5) An auditor of a company has a right of access at all reasonable times to the accounting records and other records, including registers, of the company, and is entitled to require from any officer of the company such information and explanations as the auditor desires for the purposes of audit.

(6) An auditor of a company for which group accounts are required has a right of access at all reasonable times to the accounting records and other records, including registers, of any subsidiary and is entitled to require from any officer or auditor of any subsidiary, at the expense of the holding company, such information and explanations in relation to the affairs of the subsidiary as the auditor requires for the purpose of reporting on the group accounts.

(7) The auditor's report shall be attached to or endorsed on the accounts or group accounts and shall, if a member so requires, be read before the company at the annual general meeting, and is open to inspection by a member at any reasonable time.

(8) An auditor of a company or an agent of the auditor authorised by the auditor in writing for the purpose is entitled to attend any general meeting of the company and to receive all notices of, and other communications relating to, any general meeting that a member is entitled to receive, and to be heard at any general meeting that the auditor attends on any part of the business of the meeting that concerns the auditor in the capacity of auditor, and is entitled so to be heard notwithstanding that the auditor retires at that meeting or a resolution to remove the auditor from office is passed at that meeting.

(9) If an auditor of a company becomes aware that the company or the directors has or have made default in complying with section 245 or the provisions of section 316 relating to the laying of accounts or group accounts

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before the annual general meeting of the company, the auditor shall immediately inform the Commission by notice in writing and, if accounts or group accounts have been prepared and audited, send to the Commission a copy of the accounts or group accounts and of the auditor's report on the accounts or group accounts.

(10) Except in a case to which subsection (9) applies, if an auditor, in the course of the performance of duties as auditor of a company, is satisfied that:
(a) there has been a contravention of this Act; and
(b) the circumstances are such that in the auditor's opinion the matter has not been or will not be adequately dealt with by comment in the auditor's report on the accounts or group accounts or by bringing the matter to the notice of the directors of the company or, if the company is a subsidiary, of the directors of any body corporate of which the company is a subsidiary; the auditor shall forthwith report the matter to the Commission by notice in writing.

(11) An auditor of a company who:
(a) is not satisfied that accounts or group accounts of a company have been drawn up in accordance with a particular applicable accounting standard; or
(b) is of the opinion that accounts or group accounts of the company have not been drawn up in accordance with a particular applicable accounting standard; shall send by post to the Board, within 7 days after the auditor furnishes to the directors of the company the auditor's report under this section on the accounts or group accounts, a copy of the report.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 333
Obstruction of auditor

333. (1) An officer of a body corporate shall not, without lawful excuse, refuse or fail to allow an auditor of the body or of its holding company access, in accordance with the provisions of this Act, to any accounting records and other records, including registers, of the body in the officer's possession, or to give any information or explanation as and when required under those provisions or otherwise hinder, obstruct or delay an auditor in the performance of the auditor's duties or the exercise of the auditor's powers.

(2) An auditor of a body corporate who refuses or fails without lawful excuse to allow an auditor of a holding company of the body corporate access, in accordance with the provisions of this Act, to any accounting records and other records, including registers, of the body corporate in the auditor's custody or control, or to give any information or explanation as and when required under those provisions, or otherwise hinders, obstructs or delays an auditor in the performance of the auditor's duties or the exercise of the auditor's powers, contravenes this subsection.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 334
Special provisions relating to borrowing corporations and guarantor bodies

334. (1) The auditor of a borrowing corporation shall, within 7 days after furnishing the corporation or its members with any report, certificate or other document that the auditor is required by this Act or by the debentures or trust deed to give to the corporation or its members, send to every trustee for the holders of debentures of the borrowing corporation a copy of the report, certificate or document, together with a copy of each document accompanying the report, certificate or document so furnished.

(2) Where, in the performance of duties as auditor of a borrowing corporation, or a guarantor body, the auditor becomes aware of any matter that, in the auditor's opinion, is or is likely to be prejudicial to the interests of the holders of debentures of the borrowing corporation and is relevant to the exercise and performance of the powers and duties imposed by this Act or by any trust deed upon any trustee for the holders of the debentures, the auditor shall, within 7 days after becoming aware of the matter, send a report in writing on the matter to the corporation of which the auditor is auditor and a copy of the report to the trustee.

CORPORATIONS ACT 1989 No. 109 of 1989 - PART 3.8
PART 3.8-ANNUAL RETURN

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 335
Annual return

335. (1) A company shall, after the end of a financial year of the company and before the end of the period of 1 month commencing immediately after:
(a) unless paragraph (b) applies-the day of the annual general meeting of the company that is held in relation to that financial year; or
(b) if no annual general meeting of the company is held in relation to that financial year within the period within which section 245 requires it to be so held-the end of the last-mentioned period; lodge an annual return of the company in the prescribed form, containing a list of members and such other particulars as are prescribed and accompanied by the prescribed documents.

(2) The Commission may serve on a company a partly completed annual return of the company that is in the prescribed form and in which the Commission has set out particulars on the basis of information previously received by the Commission.

(3) Where the Commission, under subsection (2), serves on a company a partly completed annual return of the company in which the Commission has set out particulars (in this subsection referred to as the "relevant particulars"),

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the company may:
(a) delete such (if any) of the relevant particulars as are incorrect and insert in the return as required the correct particulars of the matters to which the deleted particulars related; and
(b) complete and lodge the return in accordance with this Part; and, if the company lodges the return, the company shall be deemed, except for the purposes of subsection (2) and this subsection, to have set out in the return such (if any) of the relevant particulars as the company has not deleted.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 336
Annual activities statement

336. (1) In this section:
"following period", in relation to a statement that is included under this section in a company's annual return, means the period beginning on the day specified under paragraph (3) (b) in the statement and ending on the day specified under that paragraph in the certificate included under this section in the next annual return of the company to be lodged.

(2) An annual return of a company shall include a statement that complies with this section.

(3) The statement shall:
(a) be signed by at least 2 directors of the company; and
(b) specify the day on which it was so signed, or the first day on which it was signed by a director of the company, as the case requires, being a day that is not more than 28 days before the annual return is lodged.

(4) Unless the company is dormant at the start of the specified day, the statement shall state whether or not, as at that day, trading activities within the meaning of this Act were the whole or a substantial part of the company's activities.

(5) Unless the company is dormant at the start of the specified day, the statement shall state to the effect that the company:
(a) intends trading activities within the meaning of this Act to be the whole or a substantial part of the activities in which the company will engage during the whole or a specified part of the following period; or
(b) does not intend such trading activities to be the whole or a substantial part of the activities in which the company will engage during the whole or any part of the following period; as the case requires.

(6) If, as at the specified day, the company 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), the certificate shall state to that effect.

(7) If the certificate states as mentioned in subsection (6), it shall also state to the effect that the company:
(a) intends to carry on that business as its sole or principal business during the whole or a specified part of the following period; or
(b) does not intend to carry on that business as its sole or principal business during the whole or any part of the following period; as the case requires.

(8) If the company is dormant at the start of the specified day, the statement shall:
(a) state to the effect that the company was so dormant and specify the day (in this section called the "dormancy day") on which the company last became dormant;
(b) if the dormancy day is more than 3 months after the company was incorporated-state whether or not trading activities within the meaning of this Act were the whole or a substantial part of the activities in which the company engaged during the 3 months ending on the dormancy day; and
(c) if the dormancy day is less than 3 months before the day specified under paragraph (3) (b)-state whether or not the company intends that, within 3 months after the dormancy day:
(i) the company will cease to be dormant; and
(ii) trading activities within the meaning of this Act will be the whole
or a substantial part of the company's activities.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 337
Exemption of certain companies

337. (1) A public company that:
(a) has more than 500 members;
(b) keeps its principal register at a place within 25 kilometres of an office of the Commission; and
(c) provides reasonable accommodation and facilities for persons to inspect and take copies of its list of members and its particulars of shares transferred; need not comply with such of the provisions of this Division and of the regulations made for the purposes of this Division as relate to the inclusion in the annual return of a list of members.

(2) A company limited by guarantee, being a company the memorandum or articles of which prohibits or prohibit the payment of any dividend by the company to its members, need not comply with such of the provisions of this Part and of the regulations made for the purposes of this Part as relate to the inclusion in the annual return of a list of members.

(3) The Commission may, by order published in the Gazette require a company to which subsection (1) or (2) applies to comply with all or any of the

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provisions of this Part or of the regulations made for the purposes of this Part referred to in that subsection.

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 338
Information in annual return deemed to satisfy certain other
lodgment requirements

338. Where:
(a) a company is or was required by or under a provision of this Act to lodge a document; and
(b) without having lodged the document, the company lodges in accordance with this Part an annual return of the company that sets out all the particulars that are or were required by or under that provision to be set out in the document; then, for the purposes of this Act:
(c) the company s