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First Corporate Law Simplification Act 1995

  • - C2004A04965
  • No longer in force
Act No. 115 of 1995 as made
An Act to amend the Corporations Law, to repeal the Close Corporations legislation, and for related purposes
Date of Assent 17 Oct 1995
Date of repeal 10 Mar 2016
Repealed by Amending Acts 1990 to 1999 Repeal Act 2016
 

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115, 1995

Making Information
- Assented to 17 October 1995

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - LONG TITLE

An Act to amend the Corporations Law, to repeal
the Close Corporations legislation,
and for related purposes

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SECT 1
1 Short title etc.

(1) This Act may be cited as the First Corporate Law Simplification Act 1995.


(2) In this Act:
"Corporations Law" means the Corporations Law set out in section 82 of the Corporations Act 1989.*1*


(Minister's second reading speech made in-
House of Representatives on 8 February 1995
Senate on 23 March 1995)
*1* No. 1, 1989, as amended. For previous amendments, see No. 110, 1990; Nos. 110, 200 and 201, 1991; Nos. 27 and 210, 1992; Nos. 32 and 82, 1993; and Nos. 31, 69 and 104, 1994.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SECT 2
2 Commencement

(1) Sections 1 and 2 commence on the day on which this Act receives the Royal Assent.


(2) Subject to subsection (3), the rest of this Act commences on a day or days to be fixed by Proclamation. Different days may be fixed for sections, Schedules and items within Schedules.


(3) If a section, a Schedule or an item of a Schedule does not commence under subsection (2) within the period of 6 months beginning on the day on which this Act receives the Royal Assent, it commences on the first day after the end of that period.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SECT 3
3 Share buy-back amendments-Schedules 1 and 2

(1) New share buy-backs Division
Division 4B of Part 2.4 of the Corporations Law is repealed and the Division set out in Schedule 1 to this Act is substituted.


(2) Other share buy-back amendments
The Corporations Law is amended as set out in Schedule 2 to this Act.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SECT 4
4 Proprietary company amendments-Schedules 3 and 4

(1) Small business guide
After Part 1.3 of the Corporations Law the Parts set out in Schedule 3 to this Act are inserted in Chapter 1 of that Law.


(2) Other proprietary company amendments
The Corporations Law is amended as set out in Schedule 4 to this Act.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SECT 5
5 Company registers amendments-Schedules 5, 6 and 7

(1) New company registers Division
After Part 2.4 of the Corporations Law the Part set out in Schedule 5 to this Act is inserted in Chapter 2 of that Law.


(2) Other company registers amendments
The Corporations Law is amended as set out in Schedule 6 to this Act.


(3) The Australian Securities Commission Act 1989*2* is amended as set out in Schedule 7 to this Act. *2* No. 90, 1989, as amended. For previous amendments, see Nos. 41 and 110, 1990; Nos. 110, 122 and 188, 1991; and Nos. 27, 94 and 210, 1992.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SECT 6
6 Repeals

The following Acts are repealed:
(a) Close Corporations Act 1989
(b) Close Corporations (Liquidators' Recovery Trust Fund Contribution) Act 1989
(c) Close Corporations (Additional Liquidators' Recovery Trust Fund Contribution) Act 1989
(d) Close Corporations (Fees) Act 1989.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SCHEDULE 1

SCHEDULE 1 Section 3
New share buy-backs Division
Division 4B-Share buy-backs
206A Purpose
206B The company's power to buy back its own shares
206C Buy-back procedure-general
206D Buy-back procedure-shareholder approval if the 10% in

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12 months limit exceeded
206E Buy-back procedure-special shareholder approval for
selective buy-back
206F Buy-back procedure-lodgment of offer documents with
the ASC
206G Notice of intended buy-back
206H Buy-back procedure-disclosure of relevant information
when offer made
206I Acceptance of offer and transfer of shares to the
company
206J Buy-back procedure-notice to ASC of cancellation of
shares
206K Signposts to other relevant provisions
Division 4B-Share buy-backs
206A Purpose
This Division states the rules to be followed by a company when
buying back its own shares. These rules are designed to protect
the interests of shareholders and creditors by:
(a) addressing the risk of buy-back activity leading to the
company's insolvency
(b) seeking to ensure fairness between the company's
shareholders
(c) requiring the company to disclose all material information.
206B The company's power to buy back its own shares
A company may buy back its own shares (other than redeemable
preference shares) if it follows the procedures laid down in this
Division.
Note 1: A company may include provisions in its articles that
preclude the company buying back its own shares or impose
restrictions on the exercise of the company's power to buy back
its own shares.
Note 2: For the redemption of redeemable preference shares see
section 192.
206C Buy-back procedure-general
(1) The following table specifies the steps required for, and
the sections that apply to, the different types of buy-back.
Procedures
(and sections applied)
odd lot
employee share scheme
within 10/12 limit
over 10/12 limit
on-market
within 10/12 limit
over 10/12 limit
equal access scheme
within 10/12 limit
over 10/12 limit
selective buy-back
ordinary resolution (206D)
- - yes - yes - yes -
special/unanimous resolution (206E)
- - - - - - - yes
lodge offer documents with ASC (206F)
- - - - - yes yes yes
14 days notice (206G)
- yes yes yes yes yes yes yes
disclose relevant information when offer made (206H)
- - - - - yes yes yes
cancel shares (206I)
yes yes yes yes yes yes yes yes
notify ASC of cancellation (206J)
yes yes yes yes yes yes yes yes
Note: Subsections (2) and (3) of this section explain what an
equal access scheme is. The 10/12 limit is the 10% in 12 months
limit laid down in subsections (4) and (5). See section 9 for
definitions of "odd lot buy-back", "employee share scheme
buy-back", "on-market buy-back" and "selective buy-back".
(2) Equal access scheme
An equal access buy-back scheme is a scheme that satisfies all
the following conditions:
(a) the offers under the scheme relate only to ordinary shares
(b) offers are to be made to every person who holds ordinary
shares to buy back the same percentage of their ordinary shares
(c) all of those persons have a reasonable opportunity to accept
the offers made to them
(d) buy-back agreements are not entered into until a specified
time for acceptances of offers has closed
(e) the terms of all the offers are the same.
(3) In applying subsection (2), disregard:

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(a) any difference in consideration attributable to the fact
that the offers relate to shares having different accrued dividend
entitlements
(b) any difference in consideration attributable to the fact
that the offers relate to shares on which different amounts are
paid up or on which different amounts remain unpaid
(c) any difference in the offers introduced solely for the
purpose of avoiding shareholders being left with odd lots
(d) any difference in the exact percentage of shares bought back
introduced solely for the purpose of ensuring that only whole
numbers of shares are bought back.
(4) 10/12 limit
The 10/12 limit for a company proposing to make a buy-back is
10% of the smallest number, at any time during the last 12 months,
of votes attaching to voting shares of the company.
(5) Exceeding the 10/12 limit
A proposed buy-back would exceed the 10/12 limit if the number
of votes attaching to:
(a) all the voting shares in the company that have been bought
back during the last 12 months; and
(b) the voting shares that will be bought back if the proposed
buy-back is made;
would exceed the 10/12 limit.
206D Buy-back procedure-shareholder approval if the 10% in 12
months limit exceeded
(1) Ordinary resolution required
If section 206C applies this section to a buy-back, the terms of
the buy-back agreement must be approved before it is entered into
by a resolution passed at a general meeting of the company, or the
agreement must be conditional on such an approval.
(2) Information to accompany the notice of meeting
The company must include with the notice of the meeting a
statement setting out all information known to the company that is
material to the decision whether to vote in favour of the
resolution. However, the company does not have to disclose
information if it would be unreasonable to require the company to
do so because the company had previously disclosed the information
to its shareholders.
(3) Documents to be lodged with the ASC
Before the notice of the meeting is sent to shareholders, the
company must lodge with the ASC a copy of:
(a) the notice of the meeting; and
(b) any document relating to the buy-back that will accompany
the notice of the meeting sent to shareholders.
206E Buy-back procedure-special shareholder approval for
selective buy-back
(1) Selective buy-back requires special or unanimous resolution
If section 206C applies this section to a buy-back, the terms of
the buy-back agreement must be approved before it is entered into
by either:
(a) a special resolution passed at a general meeting of the
company with no votes being cast in favour of the resolution by
any person whose shares are proposed to be bought back or their
associates; or
(b) a resolution agreed to by all ordinary shareholders at a
general meeting;
or the agreement must be conditional on such an approval.
(2) Information to accompany the notice of meeting
The company must include with the notice of the meeting a
statement setting out all information known to the company that is
material to the decision whether to vote in favour of the
resolution. However, the company does not have to disclose
information if it would be unreasonable to require the company to
do so because the company had previously disclosed the information
to its shareholders.
(3) Documents to be lodged with the ASC
Before the notice of the meeting is sent to shareholders, the
company must lodge with the ASC a copy of:
(a) the notice of the meeting; and
(b) any document relating to the buy-back that will accompany
the notice of the meeting sent to shareholders.
(4) The ASC may exempt a company from the operation of this
section. The exemption:
(a) must be in writing; and
(b) must be granted before the buy-back agreement is entered
into; and
(c) may be granted subject to conditions.
206F Buy-back procedure-lodgment of offer documents with the ASC
If section 206C applies this section to a buy-back, the company
must lodge with the ASC, before the buy-back agreement is entered

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into, a copy of:
(a) a document setting out the terms of the offer; and
(b) any document that is to accompany the offer.
206G Notice of intended buy-back
(1) If section 206C applies this section to a buy-back, the
company must satisfy the lodgment requirement in subsection (2) at
least 14 days before:
(a) if the buy-back agreement is conditional on the passing of a
resolution under subsection 206D(1) or 206E(1)-the resolution is
passed; or
(b) if it is not-the agreement is entered into.
(2) The company satisfies the lodgment requirement when it
lodges with the ASC:
(a) documents under subsection 206D(3) or 206E(3) or section
206F; or
(b) a notice that the company intends to carry out the buy-back.
Note 1: A company that has to lodge documents under section 206D,
206E or 206F needs to lodge a notice under paragraph (2)(b) only
if it wants for some reason to have less than 14 days between
lodging the section 206D, 206E or 206F documents and entering into
the buy-back agreement or the passing of the resolution.
Note 2: The company may specify a buy-back under paragraph (2)(b)
in any way. It may, for instance, choose to lodge a notice
covering buy-backs to be carried out:
. under a particular scheme; or
. as part of particular on-market buy-back activity.
206H Buy-back procedure-disclosure of relevant information when
offer made
If section 206C applies this section to a buy-back, the company
must include with the offer to buy back shares a statement setting
out all information known to the company that is material to a
shareholder's decision whether to accept the offer.
206I Acceptance of offer and transfer of shares to the company
(1) Effect of acceptance of the buy-back offer on share rights
Once a company has entered into an agreement to buy back shares,
all rights attaching to the shares are suspended. The suspension
is lifted if the agreement is terminated.
(2) Shares transferred to the company and cancelled
A company must not deal in shares it buys back. An agreement
entered into in contravention of this subsection is void.
(3) Immediately after the registration of the transfer to the
company of the shares bought back, the shares are cancelled. This
cancellation does not reduce the company's nominal share capital.
206J Buy-back procedure-notice to ASC of cancellation of shares
Within 1 month after registering the transfer, the company must
lodge with the ASC a notice that states:
(a) the number of shares transferred; and
(b) the class of shares transferred; and
(c) the consideration paid for the shares.
206K Signposts to other relevant provisions
The following table sets out other provisions of the Law that
are relevant to buy-backs.
section 588G
section 1317HA
liability of directors on insolvency
Under the combined operation of these sections, the
directors may have to compensate the company if the company
is, or becomes, insolvent when the company enters into the
buy-back agreement.
section 1324
injunctions to restrain contravention
Under this section, the Court may grant an injunction
against conduct that constitutes or would constitute a
contravention of the Law.
section 733
ASC intervention (application to the Panel) Under this
section, the ASC may apply to the Corporations and
Securities Panel for a declaration if it appears to the ASC
that unacceptable circumstances have or may have occurred in
relation to a share buy-back. If the Panel makes a
declaration it may exercise a range of powers under section
734.
section 42A
section 632A
application of takeover provisions
These sections deal with the application of Chapter 6 to
buy-backs.
section 205
consequences of failure to follow procedures-the company and
the officers

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If a company fails to follow the procedures in the buy-backs
Division, the company contravenes this section and the
officers who are involved in the contravention commit an
offence.
subsection 206(1A)
consequences of failure to follow procedures-the transaction
This subsection provides that a failure to follow the
procedures does not affect the validity of the buy-back
transaction itself.
sections 1001A-1001D
continuous disclosure provisions
Under these sections, a disclosing entity is required to
disclose information about its securities that is material
and not generally available.
Part 3.2A
benefits to related parties to be disclosed
Under this Part, a financial benefit to a director or other
related party, that could adversely affect the interests of
members of a public company or diminish or endanger its
resources, must be approved by a general meeting before it
is given.
section 162
provisions in articles
This section deals with the way in which a company's
articles may restrict the exercise of the company's powers
and the consequences of a failure to observe these
restrictions.
section 197
variation of class rights
This section deals with the variation of rights attached to
a class of shares. This variation may be governed by the
provisions of the company's memorandum and articles.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SCHEDULE 2

SCHEDULE 2 Section 3
Other share buy-back amendments
1. Section 9
Insert the following definitions:
"ASC" means the Australian Securities Commission;
"buy-back" by a company means the acquisition by the company of
shares in itself;
"buy-back agreement" by a company means an agreement by the
company to buy back its own shares (whether the agreement is
conditional or not);
"employee share scheme buy-back" means a buy-back under a scheme
that:
(a) has as its purpose the acquisition of shares in a company by
or on behalf of participating employees; and
(b) has been approved by the company in general meeting;
Note: "participating employee" is defined below in this section.
"equal access scheme" has the meaning given by subsections
206C(2) and (3);
"marketable parcel" of shares in a listed corporation means a
marketable parcel within the meaning of the rules of the relevant
securities exchange;
"odd lot buy-back" means a buy-back of shares in a listed
corporation if the parcel of shares bought back is smaller than a
marketable parcel;
"on-market buy-back" means a buy-back by a listed corporation at
an official meeting of a securities exchange in the ordinary
course of trading on a stock market of the exchange;
"selective buy-back" means a buy-back that is none of the
following:
(a) a buy-back under an equal access scheme within the meaning
of subsections 206C(2) and (3)
(b) an odd lot buy-back
(c) an on-market buy-back
(d) an employee share scheme buy-back;
2. Section 9 (paragraph (b) of the definition of "voting share")
After the paragraph, insert:
(ba) on a resolution to approve the terms of a buy-back
agreement;
3. After section 42
Insert:
42A Shares covered by buy-back agreements
For the purposes of Chapter 6, disregard any effect that a
buy-back agreement has on relevant interests in the shares being
bought back.
Note: This section does not deal with the effect on relevant
interests of the cancellation of shares under subsection 206I(3).
4. Paragraph 191(2)(ea)

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Omit, substitute:
(ea) in providing for consideration payable by the company on a
buy-back of its shares; or
5. After subsection 205(1)
Insert:
(1A) A buy-back authorised by section 206B does not contravene
subparagraph (1)(b)(i).
6. Subsection 206(1)
Omit, insert:
(1) Except as provided by this section, the validity of a
contract or transaction is not affected by a contravention of:
(a) paragraph 205(1)(a); or
(b) paragraph 205(1)(b)-unless the contract or transaction
effects the acquisition that constitutes the contravention; or
(c) paragraph 205(1)(c)-unless the contract or transaction
effects the acquisition that constitutes the contravention.
(1A) If the contract or transaction is constituted by:
(a) a buy-back of shares by a company; or
(b) the transfer of shares to a company under a buy-back;
paragraph (1)(b) does not apply and the validity of a contract or
transaction is not affected by a contravention of paragraph
205(1)(b) (even if the contract or transaction is the one that
effects the acquisition that constitutes the contravention).
7. After section 553A
Insert:
553AA Selling shareholder cannot prove debt unless documents
given
The selling shareholder in a share buy-back may claim in a
winding up of the company but is not entitled to a distribution of
money or property unless the shareholder has discharged the
shareholder's obligations to give documents in connection with the
buy-back.
Note: The selling shareholder's claim ranks after those of
non-member creditors and before those of other member creditors
(see section 563AA).
8. Section 553E
Omit "sections 206RD and 279", substitute "section 279".
9. After section 563
Insert:
563AA Seller under a buy-back agreement
(1) The selling shareholder's claim under a buy-back agreement
is postponed until all debts owed to people otherwise than as
members of the company have been satisfied.
(2) The shareholder's claim is not a debt owed by the company to
the seller in the shareholder's capacity as a member of the
company for the purposes of section 563A.
10. After subsection 568(1)
Insert:
(1AA) This section does not apply to an agreement by the company
to buy back its own shares.
11. After subsection 588G(1)
Insert:
(1A) For the purposes of this section, a company that buys back
shares incurs a debt (even if the consideration is not a sum
certain in money). The debt is incurred at the time when the
buy-back agreement is entered into.
12. Section 603 (paragraph (b) of the definition of "prescribed
occurrence")
After the paragraph, insert:
(ba) the target company or a subsidiary:
(i) entering into a buy-back agreement; or
(ii) resolving to approve the terms of a buy-back agreement
under subsection 206D(1) or 206E(1);
13. After section 632
Insert:
632A Acquisition by way of buy-back
Section 615 does not apply to a buy-back authorised by section
206B.
14. Subsection 732(1)
Add at the end:
; or (e) a company carries out, or proposes to carry out, a
buy-back that is unreasonable having regard to:
(i) the effect of the buy-back on the control of that company
or of another company; and
(ii) the fact that the disclosure and other procedural
safeguards of this Chapter do not apply to the buy-back because of
section 632A.
15. After subsection 1324(1)
Insert:
(1A) For the purposes of subsection (1), a contravention of the

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Law affects the interests of a creditor or member of a company if
the insolvency of the company is an element of the contravention.
This subsection does not limit subsection (1) in any way.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SCHEDULE 3

SCHEDULE 3 Section 4
New Parts 1.4 and 1.5
Part 1.4-Technical provisions about aids for readers
111J Small business guide
Part 1.5-Small business guide
1 What incorporation means
2 The company structure for small business
3 Setting up a new company
4 Continuing obligations after the company is set up
5 Company directors and company secretaries
6 Shares and shareholders
7 Funding the company's operations
8 Returns to shareholders
9 Accounts and audit for small proprietary companies
10 Disagreements within the company
11 Companies in trouble
Part 1.4-Technical provisions about aids for readers
111J Small business guide
(1) The regulations may amend the small business guide in Part
1.5 if the amendments are necessary to reflect the regulations or
instruments issued by the ASC under this Law.
(2) The small business guide is divided into sections (numbered
1, 2, 3 . . .) and the sections are divided into paragraphs
(numbered 1.1, 1.2, 1.3 . . .). For example, a reference in the
guide to 3.1 is a reference to paragraph 3.1 of the guide.
Part 1.5-Small business guide
This guide summarises the main rules in the Corporations Law
that apply to proprietary companies limited by shares-the most
common type of company used by small business. The guide gives a
general overview of the Corporations Law as it applies to those
companies and directs readers to the operative provisions in the
Law.
The notes in square brackets at the end of paragraphs in the
guide indicate the main provisions of the Corporations Law, the
regulations made under the Law, and Australian Securities
Commission Practice Notes that are relevant to the information in
the paragraphs.
Other Commonwealth, State and Territory laws also impose
obligations on proprietary companies and their operators.
1 What incorporation means
1.1 separate legal entity that has its own powers
As far as the law is concerned, a company has a separate legal
existence that is distinct from that of its owners, managers,
operators, employees and agents. A company has its own property,
its own rights and its own obligations. A company's money and
other assets belong to the company and must be used for the
company's purposes.
A company has the powers of an individual, including the powers
to:
- own and dispose of property and other assets
- enter into contracts
- sue and be sued.
Once a company is incorporated, its separate legal status,
property, rights and liabilities continue until the ASC
(Australian Securities Commission) cancels the company's
registration.
(sections 123, 161, 162, 574)
1.2 limited liability of shareholders
Shareholders of a company are not liable (in their capacity as
shareholders) for the company's debts. As shareholders, their only
obligation is to pay the company any amount unpaid on their shares
if they are called upon to do so. However, particularly if a
shareholder is also a director, this limitation may be affected by
other laws and the commercial practices discussed in 1.3 and 1.4.
(sections 124, 516, regulation 12 of Table A Schedule 1)
1.3 director's liability for company's debts
A director of a company may be liable for debts incurred by the
company at a time when the company itself is unable to pay those
debts as they fall due. A director of a company may be liable to
compensate the company for any losses the company suffers from a
breach of certain of the director's duties to the company (see
5.3).
In addition to having liability for the company's debts or to
pay compensation to the company, a director may also be subject to
a civil penalty.
If a company holds property on trust, a director of the company

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may be liable in some circumstances for liabilities incurred by
the company.
(sections 232, 233, 318, 588G, 588J, 588M, 1317HA, 1317HD)
1.4 director's liability as guarantor/security over personal
assets
As a matter of commercial practice, a bank, trade creditor or
anyone else providing finance or credit to a company may ask a
director of the company:
- for a personal guarantee of the company's liabilities; and
- for some form of security over their house or personal assets
to secure the performance by the company of its obligations.
The director of a company may, for example, be asked by a bank
to give a mortgage over their house to secure the company's
repayment of a loan. If the company does not repay the loan as
agreed with the bank, the director may lose the house.
1.5 continuous existence
A company continues to exist even if one or more of its
shareholders or directors sells their shares, dies or leaves the
company. If a company has only one shareholder who is also the
only director of the company and that person dies, their personal
representative is able to ensure that the company continues to
operate.
(sections 123, 224A)
1.6 how a company acts
A company does not have a physical existence. It must act
through other people.
The directors of a company are responsible for managing the
company's business. The company's articles of association (see
3.2) usually provide details of how meetings of directors are to
be called and conducted. Directors must keep a written record
(minutes) of their meetings.
A company's articles may also allow individual directors, the
company secretary, company employees or agents to enter into
contracts that bind the company.
In some circumstances, a company will be bound by something done
by another person (see 1.7).
The shareholders of a company own the company, but the company
has a separate legal existence and the company's assets belong to
the company.
Shareholders can make decisions about the company by passing a
resolution, usually at a meeting. The 2 main types of resolutions
are ordinary resolutions and special resolutions. Special
resolutions usually involve the more important questions that
affect the company as a whole or the rights of some or all of its
shareholders.
Shareholders may pass an ordinary resolution at a meeting or
without holding a meeting if all shareholders sign a minute (a
written record) setting out the terms of the resolution.
If a meeting is held, an ordinary resolution must be passed by a
majority of the shareholders who vote at the meeting in person or
by proxy (if proxies are allowed). A special resolution must be
passed by at least 75% of the shareholders who are entitled to
vote on the resolution and who vote at the meeting in person or by
proxy (if proxies are allowed).
(sections 250, 253, 255, 255A, 258, regulations 66, 69, 70, 73,
75, 77 of Table A Schedule 1)
1.7 what others can assume about the company
Anyone who does any business with the company is entitled to
assume that the company has a legal right to conduct that business
unless the person knows, or ought to know, otherwise. For example,
an outsider dealing with the company is entitled to assume:
- that a person who is shown in a notice lodged with the ASC as
being the director or company secretary of a company has been
properly appointed and is authorised to act for the company; and
- that a person who is held out by the company to be a director,
company secretary or agent of the company has been properly
appointed and is authorised to act for the company.
(section 164)
2 The company structure for small business
2.1 proprietary company for small business
Generally, a proprietary company limited by shares is the most
suitable company for use by small business. Such a proprietary
company must have at least one shareholder but no more than 50
shareholders (not counting employee shareholders).
(sections 114, 116)
3 Setting up a new company
The operators of small businesses can either buy "shelf"
companies or set up new companies themselves.
3.1 "shelf" companies
The operator of a small business may find it more convenient to

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buy a "shelf" company (a company that has already been
incorporated but has not traded) from businesses which set up
companies for this purpose or from some legal or accounting firms.
3.2 incorporation and registration
To set up a new company, the operator must apply to the ASC for
registration of the company.
A proprietary company limited by shares must have at least one
initial shareholder. That person (or if there are 2 or more
initial shareholders-all of them) must comply with a number of
formalities before the company is registered as an Australian
company. The formalities include preparing a memorandum of
association and preparing or adopting articles of association.
To obtain registration, the initial shareholders must lodge an
application form (Form 201) with the ASC.
The company is registered when the ASC registers the
application.
memorandum
The memorandum sets out:
- the name of the company; and
- the names and addresses of the initial shareholders; and
- the amount of the company's share capital; and
- a statement that the share capital is divided into shares of a
fixed amount; and
- a statement that the liability of shareholders is limited.
articles
The articles govern the relationships between the company, its
shareholders and its directors. For example, they deal with the
transfer of shares, the appointment of directors and procedures at
meetings.
Instead of preparing articles, the operator may adopt the
standard articles set out in Table A of Schedule 1 to the
Corporations Law.
A shareholder of a company can ask the company for a copy of
articles prepared by the company.
(sections 117, 118, 120, 123, 175, 176, 180, 181, Table A
Schedule 1)
3.3 ACN, name and common seal
When a company is registered, the ASC allocates to it a unique 9
digit number called the Australian Company Number (ACN). (For use
of the ACN see 4.1).
A new company must have a name that is different from the name
of a company that is already registered. A proprietary company
limited by shares must have the words "Proprietary Limited" as
part of its name. Those words can be abbreviated to "Pty. Ltd.".
A proprietary company may adopt its ACN and the words
"Proprietary Limited" (or "Pty. Ltd.") as its name.
A company has a common seal. It shows the company's name and its
ACN and is equivalent to the company's signature. It is used on
important company documents such as share certificates and
mortgages. Its use must be witnessed by:
- a director of the company and its company secretary; or
- 2 directors of the company; or
- if the company has only one director who is also the only
company secretary-that person.
(sections 99A, 123, 219, 240, Division 1 of Part 4.2)
3.4 contracts entered into before the company is incorporated
If someone enters a contract on behalf of a company before it is
incorporated, the company can ratify the contract within a
reasonable period after the company is formed. If the company does
not ratify the contract, the person who entered the contract may
be personally liable to carry it out.
(section 183)
3.5 issuing shares
After the company is set up, it may issue other shares. The
company's memorandum sets out a limit on the number of shares that
may be issued.
(section 117, regulation 2 of Table A Schedule 1)
3.6 who appoints the first directors?
The initial shareholders usually appoint the company's first
director or directors.
A director must consent in writing to holding the position of
director. See 5.1 and 5.2 for the removal of directors and the
appointment of later directors.
(sections 221, 222A, regulations 57, 58, 59 of Table A Schedule
1)
3.7 who appoints the first company secretary?
The directors appoint the first company secretary. A company
secretary must consent in writing to holding the position of
company secretary.
The same person may be both a director of the company and the

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company secretary.
See 5.4 for the removal of secretaries and the appointment of
later secretaries.
(sections 222A, 240)
3.8 registered office
A company must have a registered office in Australia and must
inform the ASC of the location of the office. A post office box
cannot be the registered office of a company. The purpose of the
registered office is to have a place where official forms and
notices can be sent to the company.
If the company does not occupy the premises where its registered
office is located, the occupier of the premises must agree in
writing to having the company's registered office located there.
The company's name and the words "Registered Office" must be
shown outside the office.
A company can notify the ASC of the opening hours of its
registered office. The company can choose any 3 or more hours
between 9a.m. and 5p.m. each business day as the opening hours of
its registered office. If the company does not notify the ASC of
the opening hours of its registered office, the office must be
open for at least 5 hours between 10a.m. and 4p.m. each business
day.
(sections 100, 217, 219, Form 203)
3.9 registers kept by the company
A company must keep registers, including a register of
shareholders and a register of charges. A company must keep its
registers at:
- the company's registered office; or
- an office at the company's principal place of business; or
- an office where the work in maintaining the register is done
(the office need not be an office of the company); or
- another office approved by the ASC.
A register may be kept either in a bound or looseleaf book or on
computer.
If a register is kept on computer, its contents must be capable
of being printed out in hard copy.
(sections 216E, 1302, 1306)
register of shareholders
A company must keep in its register of shareholders such
information as:
- the names and addresses of its shareholders; and
- details of shares held by individual shareholders.
(sections 216A, 216B)
register of charges
A company must keep a register of charges if the company gives a
bank, trade creditor or anybody else a charge over company assets.
(section 271)
4 Continuing obligations after the company is set up
The Corporations Law and other laws impose obligations on
companies themselves and on their directors and company
secretaries. Some of the more important obligations imposed under
the Corporations Law are discussed below.
4.1 use of company name, ACN and common seal
The name of a company must be shown outside all the company's
business premises (including its registered office) that are open
to the public.
The company's name and its ACN must appear on its seal, some of
its public documents, its cheques and on all documents lodged with
the ASC.
(section 219, Australian Securities Commission Practice Note 47)
4.2 annual return
A company must lodge with the ASC an annual return which
contains such information as:
- names and addresses of each director and company secretary;
and
- issued shares; and
- details of its shareholders; and
- address of its registered office.
For convenience, the ASC may send a partially completed annual
return to each company for the company to check, amend if
necessary, verify and send back to the ASC. However, a company
must lodge an annual return with the ASC even if the ASC does not
send a partially completed annual return to the company.
(section 335, regulations 3.8.01, 3.8.02, Form 316)
4.3 annual fee
A company must pay an annual fee to the ASC on lodgment of the
annual return.
(Corporations (Fees) Regulations)
4.4 notification to ASC of changes
The company must notify the ASC if certain basic changes to the

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company occur. The table sets out these notification requirements.
If ...
the company must notify the ASC of the change...
using Form No. ... see...
1. a company allots shares
within 1 month after the change
207 section 187
2. a company changes the location of a register
within 7 days after the location is changed
909 section 216E
section 1302
3. a company changes the address of its registered office
within 7 days after the change
203 section 218
4. a company changes the opening hours of its registered office
(if the company has notified the ASC of the opening hours)
within 7 days after the change
203 section 218
5. a company changes its directors or company secretary
within 1 month after the change
304 section 242
6. there is a change in the name or address of the company's
directors or secretary
within 1 month after the change
304 section 242
7. a company creates certain kinds of charges
within 45 days after the charge is created
309 section 263
5 Company directors and company secretaries
5.1 who can be a director
Only an individual who is at least 18 years old can be a
director. If a proprietary company has only one director, they
must ordinarily reside in Australia. If a proprietary company has
more than one director, at least one of the directors must
ordinarily reside in Australia. A director must consent in writing
to holding the position of director.
The company must keep the consent and must notify the ASC of the
appointment.
In some circumstances, the Corporations Law imposes the duties
and obligations of a director on a person who, although not
formally appointed as a director of a company, nevertheless acts
as a director or gives instructions to the formally appointed
directors as to how they should act.
The Court or the ASC may prohibit a person from being a director
or from otherwise being involved in the management of a company
if, for example, the person has breached the Corporations Law.
A person needs the Court's permission to be a director if the
person has been convicted of certain offences or is, in some
circumstances, unable to pay their debts as they fall due.
Generally, a director may resign by giving written notice of the
resignation to the company. The company must notify the ASC of a
director's resignation. A director who resigns may also notify the
ASC of the resignation.
The articles may also deal with the process of changing
directors.
(sections 60, 221, 222A, 224, 228, 229, 230, 242, 242C, 599,
600)
5.2 appointment of new directors
A company's articles usually allow existing directors of a
company to appoint a new director if a casual vacancy occurs.
Shareholders in general meeting may also have the power to appoint
new directors.
(section 242, regulations 60, 61 of Table A Schedule 1)
5.3 duties and liabilities of directors
In managing the business of a company (see 1.6), each of its
directors is subject to a wide range of duties under the
Corporations Law and other laws. Some of the more important duties
are:
- to act in good faith
- to act in the best interests of the company
- to avoid conflicts between the interests of the company and
the directors' interests
- to act honestly
- to exercise care and diligence
- to prevent the company trading while it is unable to pay its
debts
- if the company is being wound up-to report to the liquidator
on the affairs of the company
- if the company is being wound up-to help the liquidator (by,
for example, giving to the liquidator any records of the company

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that the director has).
A director who fails to perform their duties:
- may be guilty of a criminal offence with a penalty of $200,000
or imprisonment for up to 5 years, or both; and
- may contravene a civil penalty provision (and the Court may
order the person to pay to the Commonwealth an amount of up to
$200,000); and
- may be personally liable to compensate the company or others
for any loss or damage they suffer; and
- may be prohibited from managing a company.
A director's obligations may continue even after the company has
been dissolved.
(sections 232, 475, 530A, 574, 588G, 596, 1317HA, 1317HB,
1317HD)
5.4 company secretaries
A company must have a company secretary. The directors appoint
the company secretary. A company secretary must be at least 18
years old. If a company has only one company secretary, they must
ordinarily reside in Australia. If a company has more than one
company secretary, at least one of them must ordinarily reside in
Australia.
A company secretary must consent in writing to holding the
position of company secretary. The company must keep the consent
and must notify the ASC of the appointment.
The same person may be both a director of a company and the
company secretary.
Generally, a company secretary may resign by giving written
notice of the resignation to the company. The company must notify
the ASC of a company secretary's resignation. A company secretary
who resigns may also notify the ASC of the resignation.
The company secretary is an officer of the company and, in that
capacity, may be subject to the requirements imposed by the
Corporations Law on company officers. The company secretary also
has specific responsibilities under the Corporations Law,
including responsibility for ensuring that:
- the company notifies the ASC about changes to the identities,
names and addresses of the company's directors and company
secretaries
- the company keeps its registered office open during its
opening hours
- the company lodges its annual return.
A company secretary's obligations may continue even after the
company has been dissolved. (sections 83, 217, 222A, 240, 242,
242C, 335, 574)
6 Shares and shareholders
A proprietary company must have a share capital and at least one
shareholder.
6.1 becoming a shareholder and ceasing to be a shareholder
A person may become a shareholder of a company in several ways,
including the following:
- the person being an initial shareholder of the company
- the company allotting shares to the person
- the person buying shares in the company from an existing
shareholder and the company registering the transfer.
(sections 117, 124, 184)
Some of the ways in which a person ceases to be a shareholder
are:
- the person sells all of their shares in the company and the
company registers the transfer of the shares
- the company buys back all the person's shares
- the ASC cancels the company's registration.
(sections 206I, 574, regulation 19 of Table A Schedule 1)
6.2 classes of shares
A proprietary company must have at least one share. It may have
different classes of shares. Usually the articles set out the
rights that attach to each class of shares. Those rights
distinguish the classes of shares from each other.
(sections 116, 118, regulation 2 of Table A Schedule 1)
6.3 meetings of shareholders
Directors have the power to convene (call) meetings of all
shareholders or meetings of only those shareholders who hold a
particular class of shares.
Shareholders who hold at least 5% of the issued share capital of
a company have the power to convene a meeting themselves or to
require the directors to convene a meeting.
Meetings may be held regularly or to resolve specific questions
about the management or business of the company.
The Corporations Law and the company's articles set out rules
about meetings including minimum notice periods and who can attend
and vote.

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A company must keep a written record of each meeting. The record
usually includes information such as where and when the meeting
was held and the results of any voting.
(sections 246, 247, 253, 258, regulations 40 to 56 of Table A
Schedule 1)

6.4 voting rights
Different rights to vote at meetings of shareholders may attach
to different classes of shares. The entitlement to vote is usually
set out in the company's articles.
(regulation 2 of Table A Schedule 1)
6.5 buying and selling shares
A shareholder may sell their shares but only if the sale would
not breach the company's articles. A company's articles may give
the company's directors the discretion to refuse to register the
transfer of the shares between the seller and the buyer.
(regulations 19 to 21 of Table A Schedule 1)
7 Funding the company's operations
The initial shareholders may fund the company's operations by
lending money to the company or by taking up other shares in the
company. Except if it is raising funds from its own employees or
shareholders, a company must not engage in any fundraising
activity that would require the company to lodge a prospectus with
the ASC (for example, advertising in a newspaper inviting people
to invest in a company). The company may also borrow money from
banks and other financial organisations.
Anyone who has lent money, or provided credit, to the company
may ask for a mortgage or charge over the company's assets to
secure the performance by the company of its obligations.
(sections 116, 161, regulation 66 of Table A Schedule 1)
8 Returns to shareholders
Shareholders can take money out of the company in a number of
ways but only if the company complies with its articles, the
Corporations Law and all other relevant laws. A director of a
company that pays out money causing the company to be unable to
pay its debts as they fall due may be liable:
- to pay compensation; and
- for criminal and civil penalties.
(sections 588G, 1317HA, 1317HB, 1317HD)
8.1 dividends
Dividends are payments to shareholders out of the company's
after tax profits. The directors of the company decide whether the
payment of dividends is appropriate.
(section 201, regulation 86 of Table A Schedule 1)
8.2 buy-back of shares
A company can buy back shares from shareholders.
(Division 4B of Part 2.4)
8.3 distribution of surplus assets on winding up
If a company is wound up and there are any assets left over
after all the company's debts have been paid, the surplus is
distributed to shareholders in accordance with the company's
articles.
(section 563A, regulation 97 of Table A Schedule 1)
9 Accounts and audit for small proprietary companies
9.1 the small/large distinction
The accounting requirements imposed on a proprietary company
under the Corporations Law depend on whether the company is
classified as small or large. A company's classification can
change from one financial year to another as its circumstances
change.
A company is classified as small for a financial year if it
satisfies at least 2 of the following tests:
- gross operating revenue of less than $10 million for the year
- gross assets of less than $5 million at the end of the year
- fewer than 50 employees at the end of the year.
A company that does not satisfy at least 2 of these tests is
classified as large.
(section 45A)
As the great majority of proprietary companies are small under
these tests, the discussion below deals mainly with the accounting
requirements for small proprietary companies. If a company becomes
large, the accounting requirements imposed on it are more
extensive.
(section 315)
9.2 accounting records
Under the Corporations Law, all proprietary companies must keep
sufficient accounting records to allow annual accounts to be
prepared and audited. "Accounting record" here means some kind of
systematic record of the company's financial transactions-not
merely a collection of receipts, invoices, bank statements and
cheque butts. Accounting records may be kept on computer.

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(sections 283, 283A, 283B, 283C, 289)
9.3 preparing accounts etc.
The Corporations Law does not require a small proprietary
company to prepare formal accounts (an annual profit and loss
account and a balance sheet) or have them audited unless the
company is asked to do so by:
- shareholders holding at least 5% of the voting shares in the
company; or
- the ASC.
Unless the shareholders' request specifies otherwise, the
company must prepare its accounts in accordance with the
applicable accounting standards.
Although the Corporations Law itself may not require a small
proprietary company to prepare accounts except in the
circumstances mentioned, the company may need to prepare the
accounts for the purposes of other laws (for example, income tax
laws). Moreover, good business practice may also make it advisable
for the company to prepare the accounts so that it can monitor and
better manage its financial position.
(sections 283A, 283C, 289, 292 to 294, 317, 317B)
10 Disagreements within the company
10.1 special problems faced by minority shareholders
There are remedies available to a shareholder of a company if:
- the affairs of the company are being conducted in a way that
is unfair to that shareholder or to other shareholders of the
company; or
- the affairs of the company are being conducted in a way that
is against the interests of the company as a whole.
A Court may, for example, order the winding up of a company or
the appointment of a receiver.
(sections 260, 461)
10.2 buy-back of shares
A company may buy back the shares of a shareholder who wants to
sever their relationship with the company.
(Division 4B of Part 2.4)
10.3 selling shares
A shareholder in a proprietary company who wants to sever their
relationship with the company may decide to sell their shares.
However, the shareholder may not be able to sell their shares
readily-particularly if they want to sell their shares to someone
who is not an existing shareholder. Some of the difficulties they
may face in that case are:
- restrictions in the company's articles on transferring shares;
and
- the restrictions in the Law on offering shares to the public.
11 Companies in trouble
11.1 voluntary administration
If a company experiences financial problems, the directors may
appoint an administrator to take over the operations of the
company to see if the company's creditors and the company can work
out a solution to the company's problems.
If the company's creditors and the company cannot agree, the
company will be wound up (see 11.3).
(Part 5.3A)
11.2 receivers
A receiver, or receiver and manager, may be appointed by order
of a Court or under an agreement with a secured creditor to take
over some or all of the assets of a company. Generally this would
occur if the company is in financial difficulty. A receiver may be
appointed, for example, because an amount owed to a secured
creditor is overdue.
(Part 5.2)
11.3 winding up and distribution
A company may be wound up by order of a Court, or voluntarily if
the shareholders of the company pass a special resolution to do
so.
A liquidator is appointed:
- when a Court orders a company to be wound up; or
- the shareholders of a company pass a resolution to wind up a
company.
(Part 5.2, section 495)
11.4 liquidators
A liquidator is appointed to administer the winding up of a
company. A liquidator's main functions are:
- to take possession of the company's assets; and
- to determine debts owed by the company and pay the company's
creditors; and
- to distribute to shareholders any assets of the company left
over after paying creditors (any distribution to shareholders is
made according to the rights attaching to their shares); and

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- finally, to dissolve the company.
(Parts 5.4B, 5.5)
11.5 order of payment of debts
Generally, creditors who hold security over company assets are
paid first.
(Division 6 of Part 5.6)
11.6 cancellation of registration
If a company has ceased trading or has been wound up, it remains
on the register until the ASC cancels the company's registration.
(sections 573, 574)

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SCHEDULE 4

Schedule 4
Other proprietary company amendments
1. Section 9 (definitions of "exempt proprietary company" and
"proprietary company provisions")
Omit.
2. Section 9
Insert the following definitions:
"large proprietary company" has the meaning given by subsection
45A(3);
"small proprietary company" has the meaning given by subsection
45A(2);
3. Section 9 (definition of "proprietary company")
Omit, substitute:
"proprietary company" has the meaning given by subsection
45A(1);
4. After Division 5 of Part 1.2
Insert:
Division 5A-Types of company
45A Proprietary companies
(1) Proprietary company
A proprietary company is a company that:
(a) is registered as a proprietary company under section 120,
129, 137 or 145; or
(b) converts to a proprietary company under section 168.
Note: A proprietary company must:
- be limited by shares or be an unlimited company with a share
capital
- have no more than 50 non-employee shareholders
- not do anything that would require lodgment of a prospectus
under Part 7.12 (except in limited circumstances).
(see section 116)
(2) Small proprietary company
A proprietary company is a small proprietary company for a
financial year if it satisfies at least 2 of the following
paragraphs:
(a) the consolidated gross operating revenue for the financial
year of the company and the entities it controls (if any) is less
than $10 million
(b) the value of the consolidated gross assets at the end of the
financial year of the company and the entities it controls (if
any) is less than $5 million
(c) the company and the entities it controls (if any) have fewer
than 50 employees at the end of the financial year.
Note: A small proprietary company generally has reduced financial
reporting requirements (see section 283C).
(3) Large proprietary company
A proprietary company is a large proprietary company for a
financial year if it satisfies at least 2 of the following
paragraphs:
(a) the consolidated gross operating revenue for the financial
year of the company and the entities it controls (if any) is $10
million or more
(b) the value of the consolidated gross assets at the end of the
financial year of the company and the entities it controls (if
any) is $5 million or more
(c) the company and the entities it controls (if any) have 50 or
more employees at the end of the financial year.
(4) Entities and controlled entities
In this section, "entity" has the meaning given by section 294A.
Apply section 243E to decide whether a proprietary company
controls another entity.
(5) Counting employees
In counting employees for the purposes of subsections (2) and
(3), take part-time employees into account as an appropriate
fraction of a full-time equivalent.
(6) Accounting standards
Consolidated gross operating revenue and the value of
consolidated gross assets are to be calculated for the purposes of
this section in accordance with accounting standards in force at

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the relevant time (even if the standard does not otherwise apply
to the financial year of some or all of the companies concerned).
5. Subsection 58C(1)
Add at the end:
Note: See also section 283D.
6. Section 69
Repeal.
7. Section 114
Repeal, substitute:
114 Formation of companies
(1) Proprietary companies
One or more persons may form a proprietary company by:
(a) subscribing their name to a memorandum; and
(b) complying with the registration requirements for proprietary
companies set out in this Division.
(2) Public companies
Five or more persons may form a public company by:
(a) subscribing their names to a memorandum; and
(b) complying with the registration requirements for public
companies set out in this Division.
8. Section 116
Repeal, substitute:
116 Proprietary companies
(1) A company must comply with subsection (2) if it is to:
(a) be registered as a proprietary company; or
(b) convert to a proprietary company; or
(c) remain registered as a proprietary company. (2) A
proprietary company:
(a) must be either:
(i) limited by shares; or
(ii) an unlimited company that has a share capital; and
(b) must have no more than 50 non-employee shareholders.
A company limited both by shares and by guarantee cannot be a
proprietary company. A no liability company cannot be a
proprietary company.
Note 1: If a proprietary company contravenes this subsection, one
consequence is that the ASC may require it to convert to a public
company (see section 170).
Note 2: See section 1407 for the application of subparagraph
(2)(a)(i) to proprietary companies that are limited both by shares
and by guarantee under this Law as in force immediately before the
commencement of this section.
(3) In applying paragraph (2)(b):
(a) count joint holders of a particular parcel of shares as one
person; and
(b) an employee shareholder is:
(i) a shareholder who is an employee of the company or of a
subsidiary of the company; or
(ii) a shareholder who was an employee of the company, or of a
subsidiary of the company, when they became a shareholder.
(4) Subject to subsection (5), a proprietary company must not
engage in any activity that would require the lodgment of a
prospectus under Part 7.12 or a corresponding law.
Note: If a proprietary company contravenes this subsection, one
consequence is that the ASC may require it to convert to a public
company (see section 170).
(5) Subsection (4) does not apply to an offer of shares to:
(a) existing shareholders of the company; or
(b) employees of the company or a subsidiary of the company.
(6) Effect of breaching prospectus limitations
An act or transaction is not invalid merely because of a
contravention of subsection (4).
9. Subsection 118(3)
Omit, substitute:
(3) If:
(a) the proposed company's memorandum states the matters that
are required to be stated under paragraphs 117(1)(a), (b), (c) and
(g); and
(b) the company is to be registered as a proprietary company;
the application must also set out those matters.
10. Subsection 120(2)
Omit, substitute:
(2) The Commission must not register a company under this
Division by a particular name unless that name is available within
the meaning of section 367.
11. Paragraphs 135(a) and (b)
Add at the end "and".
12. Paragraph 135(c)
Omit "transfer; and", substitute "transfer.".
13. Paragraph 135(d)

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Omit.
14. Section 136
Add at the end:
(4) The application may ask for registration as a proprietary
company.
15. Subsection 137(4)
Omit, substitute:
(4) The Commission must register the applicant as a proprietary
company if:
(a) it is limited by shares or is an unlimited company that has
a share capital; and
(b) it has no more than 50 non-employee shareholders; and
(c) its application asks for registration as a proprietary
company.
(4A) In applying paragraph (4)(b):
(a) count joint holders of a particular parcel of shares as one
person; and
(b) an employee shareholder is:
(i) a shareholder who is an employee of the company or of a
subsidiary of the company; or
(ii) a shareholder who was an employee of the company, or of a
subsidiary of the company, when they became a shareholder.
16. Paragraph 164(3)(e)
Omit, substitute:
(e) that a document has been duly sealed by the company if it
bears what appears to be an impression of the company's seal and
either:
(i) the sealing of the document appears to be witnessed by 2
people, one of whom may be assumed to be a director of the company
because of paragraph (b) or (c) and the other of whom may be
assumed to be a director or a secretary of the company because of
those paragraphs; or
(ii) the sealing of the document appears to be witnessed by
one person who may be assumed to be a director and a secretary of
the company because of paragraph (b) or (c) but only if it is
stated next to the signature that the person witnesses the sealing
in the capacity of sole director and sole secretary of the
company; and
17. Subsections 168(1) and (2)
Omit, substitute:
(1) A public company may convert to a proprietary company if it:
(a) lodges with the ASC a copy of a special resolution
determining to convert to a proprietary company and specifying an
appropriate alteration to its name; and
(b) complies with subsection 116(2).
(2) A proprietary company may convert to a public company by
lodging with the ASC:
(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 its articles (if any).
18. Section 170
Repeal, substitute:
170 ASC may order a proprietary company to convert to a public
company in certain circumstances
(1) The ASC may order a proprietary company to convert to a
public company under section 168 if it is satisfied that the
company has contravened subsection 116(2) or (4).
(2) The order: (a) must be in writing; and
(b) must be given to the company; and
(c) must specify that the company must comply with the order
within 2 months after the date on which the order is given to the
company.
(3) A company must comply with an order given to it under
subsection (1) within 2 months after the date on which the order
is given to the company.
170A ASC may determine that a proprietary company is a public
company in certain circumstances
(1) If a proprietary company contravenes subsection 170(3), the
ASC may determine that the company ceases to be a proprietary
company on the date specified in the determination.
(2) A determination:
(a) must be in writing; and
(b) must be given to the company; and
(c) must specify the date on which the company ceases to be a
proprietary company.
(3) The effects of a determination are:
(a) the company is a public company on and from the date
specified in the determination; and

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(b) the company is taken to have omitted "Proprietary" or
"Pty.", as the case requires, from its name on and from that date.
19. Subsection 171(3)
Omit ", share capital, or status as a proprietary company",
substitute "or share capital".
20. Sections 177 and 178
Repeal.
21. Subsection 180(4)
Omit.
22. Section 186
Repeal, substitute:
186 Consequences for members of public company if the company
carries on business with fewer than 5 members
(1) This section applies to a person who is a member of a public
company if:
(a) the company carries on business for more than 6 months while
it has fewer than 5 members; and
(b) the company incurs a debt after those 6 months; and
(c) the person:
(i) is a member of the company at any time after those 6
months; and
(ii) is aware that the company is carrying on business with
fewer than 5 members.
(2) The person:
(a) is individually liable for debts of the company referred to
in subsection (1) incurred while the person is a member; and
(b) may be individually sued for payment of those debts; and
(c) contravenes this subsection.
(3) In counting the members of a company for the purposes of
subsection (1), count joint holders of a particular parcel of
shares as one person.
(4) This section does not apply to a person who is a member of a
public company all of whose shares are held by a holding company
that is a company or a recognised company.
23. After subsection 205(10)
Insert:
(10A) If a company is a proprietary company and has only one
director, the signature requirement in paragraph (10)(c) is
satisfied if the director signs the statement referred to in that
paragraph.
24. After subsection 220(4)
Insert:
(4A) Without limiting the operation of subsection (1), a
document may be served on a proprietary company that has only one
director by delivering a copy personally to that director.
25. Section 221
Repeal, substitute:
221 Directors
(1) Proprietary companies
A proprietary company must have at least one director. At least
one director must ordinarily reside in Australia.
(2) Public companies
A public company must have at least 3 directors. At least 2 of
them must ordinarily reside in Australia.
(3) Body corporate cannot be director
A body corporate cannot be appointed as a director.
26. After section 224
Insert:
224A Appointment of new director on death, mental incapacity or
bankruptcy of single director/shareholder of proprietary company
(1) Death or mental incapacity
If a person who is the only director and the only shareholder of
a proprietary company:
(a) dies; or
(b) cannot manage the company because of the person's mental
incapacity;
and a personal representative or trustee is appointed to
administer the person's estate or property, the personal
representative or trustee may appoint a person as the director of
the company.
(2) Bankruptcy
If:
(a) the office of the director of a proprietary company is
vacated under paragraph 224(1)(c) because of the bankruptcy of the
director; and
(b) the person is the only director and also the only
shareholder of the company; and
(c) a trustee in bankruptcy is appointed to the person's
property;
the trustee may appoint a person as the director of the company.

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(3) A person who has a power of appointment under this section
may appoint themselves as director.
(4) A person appointed as a director of a company under this
section holds that office as if they had been properly appointed
in accordance with the company's articles of association.
27. After subsection 228(3)
Insert:
(3A) If a proprietary company is a subsidiary of a public
company:
(a) subsection (3) does not apply to it; and
(b) a person can continue to act as a director of the
proprietary company until the next annual general meeting of the
public company after the person turns 72; and
(c) the person's office of director becomes vacant at the end of
that meeting.
Note: Proprietary companies do not need to hold annual general
meetings (see subsection 245(2A)).
28. Subsections 228(4), (5), (6) and (11)
Insert "or (3A)" after "(3)".
29. Subsection 228(7)
Omit "subsection (8)", substitute "subsections (8) and (8A)".
30. After subsection 228(8)
Insert:
(8A) If the subsidiary is a proprietary company:
(a) the person may be appointed or re-appointed as a director of
the subsidiary until the end of the next annual general meeting of
the holding company; and
(b) the appointment does not need a resolution under subsection
(7); and
(c) the appointment must satisfy either paragraph (8)(a) or
paragraph (8)(b).
31. Section 231
Add at the end:
(10) This section does not apply to a director of a proprietary
company if the director is the only director and only shareholder
of that company.
32. After subsection 240(7)
Insert:
(7A) Subject to subsection (7B), subsection (7) does not apply
if the only director of a proprietary company is also the only
secretary of the company.
(7B) Subsection (7) does not apply to the witnessing of the use
of the company seal of a proprietary company if:
(a) the only director of the company is also the only secretary
of the company; and
(b) that person witnesses the use of the company seal; and
(c) it is stated next to the signature that the person witnesses
the sealing in the capacity of sole director and sole secretary of
the company.
33. Subsection 245(1)
Omit ", or, in the case of an exempt proprietary company, within
6 months,".
34. Subsection 245(2)
Omit "(or, in the case of an exempt proprietary company, not
more than 6 months)".
35. After subsection 245(2)
Insert:
(2A) Subsections (1) and (2) do not apply to a proprietary
company.
36. Subsection 245(4)
Omit.
37. Paragraph 249(1)(a)
Omit, substitute:
(a) a quorum is constituted by:
(i) in the case of a proprietary company with a single
member-that member; and
(ii) in the case of a proprietary company with 2 or more
members-2 members personally present; and
(iii) in the case of a public company-3 members personally
present; and
38. Subsection 255(1)
Omit "an exempt proprietary company", substitute "a proprietary
company".
39. After section 255
Insert:
255A Decisions and declarations of single shareholder/single
director proprietary companies
(1) If a proprietary company has only one shareholder and the
shareholder records the shareholder's decision to a particular
effect, the recording of the decision counts as the passing by the

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shareholder of a resolution to that effect.
(2) If a proprietary company has only one director and the
director records the director's decision to a particular effect,
the recording of the decision counts as the passing by the
director of a resolution to that effect.
(3) A record made for the purposes of subsection (1) or (2) also
has effect as minutes of the passing of the resolution.
Note: Section 258 deals with minutes.
(4) If a proprietary company has only one director and the
director records the director's declaration to a particular
effect, the recording of the declaration counts as the making of a
declaration to that effect made at a meeting of the company's
directors.
(5) A declaration has effect as minutes that record the making
of the declaration.
Note: Section 258 deals with minutes.
(6) A record made for the purposes of subsection (1), (2) or (4)
must be made in writing.
40. Subsection 258(1)(b)
Add at the end:
Note: See section 255A for single shareholder/single director
proprietary companies.
41. Before Division 1 of Part 3.6
Insert:
Division 1A-Application of Part
283 Disclosing entity
This Part applies to a disclosing entity for all its accounting
periods.
Note: For "disclosing entity" see section 111AC.
283A Public company or large proprietary company
This Part applies to a public company or a large proprietary
company for all its accounting periods.
283B Small proprietary company (foreign control and not covered
by consolidated accounts)
This Part applies to a small proprietary company for an
accounting period if:
(a) the company is controlled by a foreign company for all or a
part of the period; and
(b) the company's profit or loss for the period is not covered
by accounts lodged with the ASC by the foreign company.
Note 1: For the concept of one company controlling another see
section 243E.
Note 2: For "foreign company" see section 9.
283C Other small proprietary companies
(1) Small proprietary company covered by this section
This section covers a small proprietary company that is neither:
(a) a disclosing entity; nor
(b) dealt with by section 283B.
(2) Application
Sections 289, 315, 317, 319 and 320 apply to the small
proprietary company for all of its financial years. The other
provisions of this Part will only apply to a particular financial
year of a small proprietary company if:
(a) they are applied to that financial year by subsection (3)
(shareholders' request); or
(b) they are applied to that financial year by subsection (7)
(ASC request).
(3) Shareholders' request
If shareholders holding 5% or more of the voting shares in the
company request the company to do so, the company must prepare the
following for the financial year specified in the request:
(a) the financial statements
(b) the Division 5 statements
(c) the Division 6 report.
Subject to subsections (5) and (6), all of this Part (except
section 317B) applies to the company for that financial year.
Note 1: For "financial statements" see section 9.
Note 2: Although the shareholders cannot require the company to
lodge the documents with the ASC, the ASC itself may ask the
company to lodge them (see section 317).
(4) Request
The request must be:
(a) served on the company; and
(b) signed by the shareholders making the request; and (c) made
no later than 12 months after the end of the financial year
concerned.
(5) Applicable accounting standards
If the request specifies that the financial statements do not
have to be made out in accordance with the applicable accounting
standards (see section 298), the financial statements do not have

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to be made out in accordance with those standards.

(6) Audit
The financial statements must be audited only if the request
asks for an audit.
(7) ASC request
If the ASC makes a request under subsection 317(1) to a small
proprietary company for a financial year, the provisions of this
Part apply to the company for that year in accordance with the
request.
283D Time for preparing accounts etc.
(1) This section applies for the purposes of working out the
deadlines that apply to the various kinds of company for the
purposes of this Part.
(2) The deadline for an accounting period for a disclosing
entity or a public company that is not a disclosing entity is the
deadline for the period as defined in section 58C.
(3) The deadline for a financial year for a large proprietary
company that is not a disclosing entity is 4 months after the end
of the year.
(4) The deadline for a financial year for a small proprietary
company referred to in section 283B is 4 months after the end of
the year.
(5) The deadline for a financial year for a small proprietary
company that has been given a request under subsection 283C(3) is
worked out using subsections (6) and (7).
(6) If the request is made before the end of the financial year,
the deadline is 4 months after the end of the year.
(7) If the request is made after the end of the financial year,
the deadline is: (a) 2 months after the date on which the request
is made; or
(b) 4 months after the end of the financial year;
whichever ends later.
(8) The deadline for a financial year for a small proprietary
company that has been given a request under subsection 317(1) is
the date specified in the request.
42. Subsection 290(5)
Omit all the words after "company,", substitute:
signed by:
(a) in the case of a proprietary company that has only one
director-that director; or
(b) in any other case-at least 2 directors.
The notice must state the reasons for seeking the order.
43. Subsection 296(1)
Omit ", other than a company that pursuant to section 325 or 326
did not appoint an auditor to audit the financial statements
concerned,".
44. Subsections 301(9) and (10)
Omit.
45. Subsection 302(8)
Omit.
46. Subsection 303(1)
Omit, substitute:
(1) Subject to subsection (1A), a company's directors must
comply with section 301, section 302, or sections 301 and 302, as
the case requires, in relation to an accounting period before the
auditor reports under this Part on the financial statements.
(1A) If:
(a) a company is a small proprietary company; and
(b) either:
(i) the Commission has asked the company under section 317 to
prepare accounts; or
(ii) the shareholders have asked the company under subsection
283C(3) to prepare accounts but have not asked the company to have
the accounts audited;
the company's directors must comply with section 301, section 302,
or sections 301 and 302, as the case requires, in relation to a
financial year before the deadline after the financial year.
47. Section 303
Add at the end:
(3) If a company is a proprietary company and has only one
director, the signature requirement in paragraph (2)(d) is
satisfied if the director signs a statement referred to in
subsection (2).
48. Paragraph 304(1A)(b)
Omit "an exempt proprietary company", substitute "a proprietary
company".
49. Paragraph 305(1A)(b)
Omit "an exempt proprietary company", substitute "a proprietary
company".
50. Section 310

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Add at the end:
(3) If a company is a proprietary company and has only one
director, the signature requirement in paragraph (2)(d) is
satisfied if the director signs a report referred to in subsection
(2).
51. Subsection 313(3)
Omit all the words after "company,", substitute:
signed by:
(a) in the case of a proprietary company that has only one
director-that director; or
(b) in any other case-at least 2 directors.
The notice must state the reasons for seeking the order.
52. After subsection 313(11)
Insert:
(11A) In deciding for the purposes of subsection (11) whether
the audit requirements for a large proprietary company, or a class
of large proprietary companies, would impose an unreasonable
burden on the company or companies, the Commission is to have
regard to:
(a) the expected costs of complying with the audit requirements;
and
(b) the expected benefits of having the company or companies
comply with the audit requirements; and
(c) any practical difficulties that the company or companies
face in complying effectively with the audit requirements (in
particular, any difficulties that arise because a financial year
is the first one for which the audit requirements apply or because
the company or companies are likely to move frequently between the
small and large proprietary company categories from one financial
year to another); and
(d) any unusual aspects of the operation of the company or
companies during the financial year concerned; and
(e) any other matters that the Commission considers relevant.
(11B) In assessing expected benefits under subsection (11A),
the Commission is to take account of:
(a) the number of creditors and potential creditors; and
(b) the position of creditors and potential creditors (in
particular, their ability to independently obtain financial
information about the company or companies); and
(c) the nature and extent of the liabilities of the company or
companies.
53. Subsections 315(2) and (3)
Omit "A company", substitute "A public company".
54. After subsection 315(3)
Insert:
(3A) If a company is:
(a) a large proprietary company for a financial year; or
(b) a small proprietary company to which section 283B applies
for a financial year; or
(c) a small proprietary company that receives a request under
subsection 283C(3) for a financial year;
the company must send to each eligible person by the deadline for
that year a copy of:
(d) the company's financial statements for that year; and
(e) each Division 5 statement for that year; and
(f) the Division 6 report for that year; and
(g) the auditor's report (if any) about the financial statements
for that year under section 331A.
55. Subsection 315(4)
Omit "or (3)", substitute ", (3) or (3A)".
56. Subsection 315(6)
Omit.
57. Subsection 316(1)
Omit "A company's", substitute "A public company's".
58. Section 317
Repeal, substitute:
317 ASC may require company to prepare or lodge accounts etc.
(1) The ASC may ask a small proprietary company to comply with
the provisions of this Part for a financial year.
(2) The request may be general or may specify the particular
requirements of this Part that the company is to comply with.
(3) A request under subsection (1) must specify the date by
which the documents have to be prepared, sent or lodged. The date
must be a reasonable one in view of the nature of the request.
(4) The ASC may ask a company to lodge with the ASC a copy of
any of the following documents prepared for a financial year:
(a) the financial statements
(b) the Division 5 statements
(c) the Division 6 report
(d) the auditor's report on the financial statements.

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(5) A request under subsection (4) must specify the date by
which the documents have to be lodged. The date must be at least
14 days after the date on which the request is served on the
company.
(6) A request under subsection (1) or (4) must:
(a) be made in writing; and
(b) be served on the company; and
(c) specify the financial year or years concerned; and
(d) be made no later than 7 years after the end of each
financial year specified under paragraph (c).
59. After section 317A
Insert:
317B Lodgment of accounts etc. by some proprietary companies
(1) Application of section
Subject to subsection (3), this section applies to:
(a) a large proprietary company that is not a disclosing entity;
and
(b) a small proprietary company to which section 283B applies.
(2) Company accounts and reports
A proprietary company to which this section applies must lodge a
copy of the following documents with the ASC before the deadline
for a financial year:
(a) the company's financial statements for the year
(b) the Division 5 statements for the year
(c) the Division 6 report for the year
(d) the report about the financial statements that section 331A
requires from the company's auditor.
(3) Subsection (1) does not apply to a large proprietary company
for a financial year if:
(a) the company was an exempt proprietary company on 30 June
1994; and
(b) the company has continued to meet the definition of "exempt
proprietary company" (as in force at 30 June 1994) at all times
since that date; and
(c) the company is a large proprietary company at the end of the
first financial year after the commencement of this section; and
(d) the company's financial statements for the financial year
ending during 1993 and each later financial year have been audited
before the deadline for that year; and
(e) within 4 months after the end of the first financial year of
the company that ends after the commencement of this section, the
company lodges with the ASC a notice that the company wants this
subsection to apply to the company.
(4) The ASC may extend the period referred to in paragraph
(3)(e).
60. Paragraphs 324(1)(f), (2)(g) and (2)(h)
Omit "an exempt proprietary company", substitute "a proprietary
company".
61. Subsection 324(12)
Omit "an exempt proprietary company", substitute "a proprietary
company".
62. Sections 325 and 326
Repeal, substitute:
325 Appointment of auditor by small proprietary company
(1) A small proprietary company only has to appoint an auditor
under subsection 327(1), (3) or (5) or subsection 327(10) if it is
covered by section 283 or 283B.
(2) If:
(a) a small proprietary company receives a request under
subsection 283C(3) or section 317 for a financial year; and
(b) to comply with the request the company has to have its
financial statements for the year audited; and
(c) the company does not have an auditor;
the directors of the company must appoint an auditor for the
company.
63. Paragraphs 327(5)(b) and (12)(b)
Omit "an exempt proprietary company", substitute "a proprietary
company".
64. Subsection 329(9)
Omit "an exempt proprietary company", substitute "a proprietary
company".
65. Subsection 331A(2)
After "(2)", insert "or (3A)".
66. Subsection 335(1)
Before "company" (first occurring), insert "public".
67. After subsection 335(1)
Insert:
(1A) A proprietary company must lodge with the Commission an
annual return for each calendar year before 31 January in the next
calendar year. The annual return must:

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(a) be in the prescribed form; and
(b) contain a list of members; and
(c) contain the prescribed particulars (if any); and
(d) be lodged together with the prescribed documents.
(1B) The Commission may extend the period referred to in
subsection (1A).
68. Subsection 335(4)
After "subsection (1)", insert "or subsection (1A), as the case
requires".
69. Subsection 335(6)
After "subsection (1)", insert "or (1A)".
70. Subsections 358(1) and (4)
Omit.
71. After subsection 363(3)
Insert:
(3A) Without limiting the operation of subsection (1), a
document may be served on a registered body that is registered as
a proprietary company and has only one director by delivering a
copy personally to that director.
72. Subsection 367(2)
Omit all the words from and including "for the purposes of" to
"shall be had to:", substitute "one name with another for the
purposes of subsection (1), disregard:".
73. Subsection 372(2)
Omit.
74. Subsection 382(2)
Omit, substitute:
(2) The Commission must not approve a change of name of a
company under subsection (1) unless the proposed new name is
available to the company within the meaning of section 367.
75. Paragraph 382(3)(a)
Omit "to a name that is reserved in respect of that company
under section 375", substitute "to a name that is available to the
company".
76. Section 382A
Repeal.
77. Paragraph 461(d)
Omit, substitute:
(d) unless the company is a wholly owned subsidiary of another
company or of a recognised company or is a proprietary company-the
number of members falls below 5;
78. Subsection 494(1)
Omit "that consists of at least 2 of them".
79. Subsection 532(4)
Omit "that is an exempt proprietary company or is a subsidiary
of a public company".
80. Subsection 857(19)
Omit "(other than an exempt proprietary company)", substitute
"(except a proprietary company)".
81. Subsection 858(7)
Omit "(other than an exempt proprietary company)", substitute
"(except a proprietary company)".
82. Subsection 1215(19)
Omit "(other than an exempt proprietary company)", substitute
"(except a proprietary company)".
83. Subsection 1216(7)
Omit "(other than an exempt proprietary company)", substitute
"(except a proprietary company)".
84. After Division 7 of Part 9.11
Insert:
Division 8-Changes resulting from the First Corporate Law
Simplification Act 1995
1406 Meaning of "Amending Act"
In this Division:
"Amending Act" means the First Corporate Law Simplification Act
1995.
1407 Proprietary companies limited both by shares and by
guarantee
Despite subparagraph 116(2)(a)(i), a company that was a
proprietary company limited both by shares and by guarantee under
this Law as in force immediately before the commencement of item 8
of Schedule 4 to the Amending Act can remain registered as a
proprietary company until:
(a) it ceases to be a company limited both by shares and by
guarantee; or
(b) it ceases to be a proprietary company.
1408 Application of amendments dealing with company accounts
The amendments made by the Amending Act to Parts 3.6 and 3.7
apply to each financial year of a company that ends on or after
the commencement of this section.

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1409 Application of audit requirements for large proprietary
companies
Despite section 1408, the first financial year for which a large
proprietary company that was an exempt proprietary company
immediately before the commencement of this section must have its
accounts audited under section 296 (as amended by the Amending
Act) is the first financial year that starts after the
commencement of this section.
1410 First annual return for proprietary companies under new
provisions
(1) To avoid any doubt, the first calendar year for which
subsection 335(1A) applies is the one that ends on the first 31
December after the commencement of this section.
(2) The first calendar year for which subsection 335(1A) applies
to a company that is registered after the commencement of this
section is the calendar year that ends on the first 31 December
after its registration.
Note: Subsection 335(1A) was inserted by item 67 of Schedule 4 to
the Amending Act.
85. Schedule 3
(a) insert after "Section 111AU":
Subsection 116(2):
Penalty: 50 penalty units or imprisonment for 1 year, or both.
(b) Omit:
Section 170:
Penalty: 10 penalty units or imprisonment for 3 months, or both.
substitute:
Section 170:
Penalty: 50 penalty units or imprisonment for 1 year, or both.
(c) insert before "Section 333":
Section 317:
Penalty: 10 penalty units or imprisonment for 3 months, or both.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SCHEDULE 5

SCHEDULE 5 Section 5
New company registers Division
Part 2.5-Company registers
216A Registers to be maintained
216B Register of members
216C Register of option holders and copies of options
documents
216D Register of debenture holders
216E Location of registers
216F Right to inspect and get copies
216G Agent's obligations
216H Correction of registers
216I Evidentiary value of registers
216J Use of information on registers
216K Overseas branch registers
Part 2.5-Company registers
216A Registers to be maintained
(1) A company must set up and maintain:
(a) a register of members (see section 216B); and
(b) if the company grants options over unissued shares-a
register of option holders and copies of options documents (see
section 216C); and
(c) if the company issues debentures-a register of debenture
holders (see section 216D).
Note 1: See also section 271 (register of charges) and section
702 (register of unclaimed property of dissenting shareholders).
Note 2: The registers may be kept on computer (see section 1306).
(2) Extended reach of debenture concept
For the purposes of this Part, documents that fall into one of
the exceptions in paragraphs (a), (b), (c) and (f) of the
definition of "debenture" in section 9 are treated as if they were
debentures.
216B Register of members
(1) General requirements
The register of members must contain the following information
about each member:
(a) the member's name and address
(b) the date on which the entry of the member's name in the
register is made.
(2) Index to register
If the company has more than 50 members, the company must
include in the register an up-to-date index of members' names. The
index must be convenient to use and allow a member's entry in the
register to be readily found. A separate index need not be
included if the register itself is kept in a form that operates
effectively as an index.
(3) Companies with share capital

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If the company has a share capital, the register must also show:
(a) the date on which every allotment of shares takes place; and
(b) the number of shares in each allotment; and
(c) the shares held by each member; and
(d) the class of shares; and
(e) the share numbers (if any), or share certificate numbers (if
any), of the shares; and
(f) the amount paid, or agreed to be considered as paid, on the
shares.
Note 1: Transfers of shares are entered in the register under
section 1092. Section 213 deals with the registration of trustees
etc. on the death, incapacity or bankruptcy of the shareholder.
Note 2: For the treatment of joint holders see subsection (8).
(4) Companies with stock
If the company converts shares to stock, the register must show
the amount of stock, or the number of stock units, held by each
member who holds stock.
(5) Non-beneficial ownership-companies other than listed
companies
The register of a company that:
(a) has a share capital; and
(b) is neither a listed company (within the meaning of section
603) nor a company covered by an order under section 707;
must indicate any shares or stock that a member does not hold
beneficially.
Note: See also section 208 (in particular, subsection 208(9)
which contains relevant presumptions about beneficial ownership).
(6) In deciding for the purposes of subsection (5) whether a
member holds shares beneficially or non-beneficially, the company
is to have regard only to information in notices given to the
company under section 208, 720 or 722.
(7) Former members
A register of members must also show:
(a) the name and details of each person who stopped being a
member of the company within the last 7 years; and
(b) the date on which the person stopped being a member.
The company may keep these entries separately from the rest of
the register.
(8) Joint holders
For the purposes of this section, 2 or more persons who jointly
hold shares in the company are taken to be a single member of the
company in relation to those shares. They may also be members of
the company because of shares that they hold in their own right or
jointly with others.
216C Register of option holders and copies of options documents
(1) The register of option holders must contain the following
information about each holder of options over unissued shares in
the company:
(a) the option holder's name and address
(b) the date on which the entry of the option holder's name in
the register is made
(c) the date of grant of the options
(d) the number and description of the shares over which the
options were granted
(e) either:
(i) the period during which the options may be exercised; or
(ii) the time at which the options may be exercised
(f) any event that must happen before the options can be
exercised
(g) any consideration for the grant of the options
(h) any consideration for the exercise of the options or the
method by which that consideration is to be determined.
Because it is a register of the holders of options that are
still exercisable, the register must be updated whenever options
are exercised or expire.
(2) Information about the grant of an option must be entered in
the register within 14 days after the grant of the option.
(3) Copies of options documents
The company must keep with the register a copy of every document
that grants an option over unissued shares in the company unless
the option has been granted official quotation by a securities
exchange.
(4) The company must change the register to reflect the transfer
of an option over unissued shares in the company only if the
person transferring the option gives the company written notice of
the transfer.
(5) A company's failure to comply with this section in relation
to an option does not affect the option itself.
216D Register of debenture holders
(1) The register of debenture holders must contain the following

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information about each holder of a debenture:
(a) the debenture holder's name and address
(b) the amount of the debentures held.
Note: See subsection 216A(2) for the coverage of "debenture".
(2) A company's failure to comply with this section in relation
to a debenture does not affect the debenture itself.
216E Location of registers
(1) A register kept under this Part must be kept at:
(a) the company's registered office; or
(b) an office at the company's principal place of business; or
(c) an office (whether of the company or of someone else) where
the work involved in maintaining the register is done; or
(d) another office approved by the ASC.
The office must be in Australia.
(2) Notice to ASC
The company must lodge with the ASC a notice of the address at
which the register is kept within 7 days after the register is:
(a) established at an office that is neither the company's
registered office nor at its principal place of business; or
(b) moved from one office to another.
Notice is not required for moving the register between the
registered office and an office at the principal place of
business.
216F Right to inspect and get copies
(1) Right to inspect
A company must allow anyone to inspect a register kept under
this Part. If the register is not kept on a computer, the person
inspects the register itself. If the register is kept on a
computer, the person inspects a hard copy of the information on
the register unless the person and the company agree that the
person can access the information by computer.
Note: Other provisions that are relevant to the inspection of
registers are:
. section 1300 (place and times for inspection)
. section 1301 (the location of documents that are kept on
computers)
. section 1306 (form and evidentiary value).
(2) Inspection fees
A member of a company, a registered option holder or a
registered debenture holder may inspect a register kept under this
Part without charge. Other people may inspect the register only on
payment of any fee (up to the prescribed amount) required by the
company.
(3) Right to get copies
The company must give a person a copy of the register (or a part
of the register) within 7 days if the person:
(a) asks the company for the copy; and
(b) pays any fee (up to the prescribed amount) required by the
company.
The ASC may allow the company a longer period to comply with the
request. If the register is kept on a computer and the person asks
for the data on floppy disk, the company must give the data to the
person on floppy disk. The data must be readable but the floppy
disk need not be formatted for the person's preferred operating
system.
(4) A person has the same rights to inspect, and obtain copies
of, a company's options documents kept under subsection 216C(3) as
the person has in respect of the register of option holders
itself.
(5) The company is not required under subsection (1) or (3) to
allow a person to see, or to give a person a copy that contains,
share certificate numbers.
(6) ASC power in relation to register of debenture holders
The ASC may exempt a company from complying with subsections (1)
and (3) in relation to information in a register of debenture
holders about debentures that are not convertible into shares or
options over unissued shares.
(7) The exemption:
(a) must be in writing; and
(b) may be general or limited; and
(c) may be subject to conditions specified in the exemption.
(8) The ASC must publish a copy of the exemption in the Gazette.
(9) A person must not contravene a condition of the exemption.
(10) On application by the ASC, the Court may order a person who
contravenes a condition of the exemption to comply with the
condition.
216G Agent's obligations
A person who agrees to maintain a register on behalf of a
company for the purposes of this Part must:
(a) make the register available for inspection under this Part;

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and
(b) provide the copies required by this Part.
216H Correction of registers
(1) A company or a person aggrieved may apply to the Court to
have a register kept by the company under this Part corrected.
(2) If the Court orders the company to correct the register, it
may also order the company to compensate a party to the
application for loss or damage suffered.
(3) If:
(a) the Court orders a company to correct its register of
members; and
(b) the company has lodged a list of its members with the ASC;
the company must lodge notice of the correction with the ASC.
216I Evidentiary value of registers
In the absence of evidence to the contrary, a register kept
under this Part is proof of the matters shown in the register
under this Part.
216J Use of information on registers
(1) A person must not:
(a) use information about a person obtained from a register kept
under this Part to contact or send material to the person; or
(b) disclose information of that kind knowing that the
information is likely to be used to contact or send material to
the person;
unless that use or disclosure of the information is:
(c) relevant to the holding of the shares, options or debentures
concerned or the exercise of the rights attaching to them; or
(d) approved by the company.
Note: An example of using information to send material to a
person is putting a person's name and address on a mailing list
for advertising material.
(2) A person who contravenes subsection (1) is liable to
compensate anyone else who suffers loss or damage because of the
contravention.
(3) A person who makes a profit from a contravention of
subsection (1) owes a debt to the company. The amount of the debt
is the amount of the profit.
216K Overseas branch registers
(1) A company may keep a branch register of members at a place
outside Australia.
(2) If a company keeps an overseas branch register under
subsection (1):
(a) the company must keep the branch register in the same manner
as this Law requires the company to keep the register kept under
section 216B (the "principal register"); and
(b) the company must enter in the principal register the details
contained in the branch register; and
(c) the company must distinguish shares that are registered in
the branch register from the shares registered in the principal
register.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SCHEDULE 6

SCHEDULE 6 Section 5
Other company registers amendments
1. Section 9
Insert the following definition:
"Australian register" of a foreign company means a branch
register of members kept under section 351;
2. Section 9 (definitions of "branch register", "principal
executive officer", "principal Australian register" and "principal
register")
Omit.
3. Subsection 31(1)
Omit "sections 234, 235 and 236", substitute "section 235".
4. Paragraph 43(a)
Omit "sections 234, 235 and 236", substitute "section 235".
5. Paragraph 83(2)(b)
Omit, substitute:
(b) a provision of subsection 242(1), (2), (8) or (9), or a
provision of section 335, requiring the lodgment of a document.
6. Section 109X
Add at the end:
(3) Service on director or secretary
In addition to the methods of service referred to in subsection
(1), a document may be served on, or delivered to, a director or
secretary:
(a) in their capacity as a director or secretary; or
(b) for the purposes of a proceeding in respect of conduct they
engaged in as a director or secretary;
by leaving it at, or posting it to, the alternative address
notified to the ASC under subsection 242(1), (2) or (8).

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(4) Subsection (3) applies whether the service or delivery is
made for the purposes of a provision of this Law or for the
purposes of another law.
7. Paragraph 111AH(1)(a)
Omit "209, 215", substitute "216B, 216C, 216D".
8. Paragraph 152(1)(a)
Omit "209, 215, 235, 242, 271, 715, 724", substitute "216A,
271".
9. Paragraph 152(4)(a)
Omit "210(3), 215(5), 235(8), 242(6), 271(4), 715(3), 724(4)",
substitute "216F(1), 216F(3), 271(4)".
10. Paragraph 164(3)(b)
(a) Omit ", the principal executive officer".
(b) Omit ", by the principal executive officer".
(c) Insert "notices or" after "from".
11. Paragraph 164(3)(f)
Omit "the principal executive officer,".
12. Subsection 180(5)
Omit ", the principal executive officer".
13. Heading to Division 5 of Part 2.4
Omit, substitute:
Division 5-Beneficial and non-beneficial interests in shares
14. Section 207
Repeal.
15. Subsection 208(9)
Omit "209", substitute "216B".
16. Sections 209 to 212
Repeal.
17. Subsection 213(1) (definition of "share")
Omit "or branch register".
18. Subsection 213(9)
Omit "or branch register" (wherever occurring).
19. Subsection 213(10)
Omit "209", substitute "216B".
20. Paragraph 213(10)(a)
Omit "or a branch register".
21. Paragraph 213(10)(b)
Omit "209", substitute "216B".
22. Sections 214 to 215
Repeal.
23. Subsection 222(1)
Omit ", 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".
24. Subsection 222(3)
Omit "(other than the provisions relating to the signing of a
consent to act as director)".
25. After section 222
Insert:
222A Consent to act as director or secretary
(1) A company contravenes this subsection if a person does not
give the company a signed consent to act as director or secretary
of the company before being appointed.
(2) The company must keep the consent.
26. Section 235
Repeal, substitute:
235 Listed company-director to notify securities exchange of
shareholdings etc.
(1) Notifiable interests
A director of a listed company must notify the relevant
securities exchange under subsections (3) and (4) of the following
interests of the director:
(a) relevant interests in shares of the company or of a related
body corporate
(b) relevant interests in debentures of, or prescribed interests
made available by, the company or a related body corporate
(c) rights or options over shares in, debentures of, or
prescribed interests made available by, the company or a related
body corporate
(d) contracts:
(i) to which the director is a party or under which the
director is entitled to a benefit; and
(ii) that confer a right to call for or deliver shares in,
debentures of, or prescribed interests made available by, the
company or a related body corporate.
(2) A notice of a relevant interest under paragraph (1)(a) or
(b) must give details of the nature and extent of the relevant
interest.
(3) Occasions for initial notification
The director must notify the exchange within 14 days after each

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of the following occasions:
(a) the commencement of this section
(b) appointment as a director of the company after that
commencement
(c) the listing of the company after that commencement.
Paragraph (b) does not apply to a director who retires and is
then re-appointed at the same meeting.
(4) Updating notices
The director must notify the exchange within 14 days after any
change in the director's interests.
(5) The director need not give the information to the exchange
under this section if the director has already given the
information to the exchange under Part 6.7.
27. Paragraphs 236(1)(a) and (b)
Omit.
28. Paragraphs 236(2)(a) and (b)
Omit.
29. Subsection 236(4)
Omit "the principal executive officer, or a secretary,",
substitute "a secretary".
30. Paragraph 236(5)(b)
Omit "the principal executive officer, or a secretary, as the
case may be,", substitute "a secretary".
31. Subsections 236(6) and (7)
Omit.
32. Subsection 237(19) (paragraph (a) of the definition of
"prescribed office")
Add at the end "and".
33. Subsection 237(19) (paragraph (b) of the definition of
"prescribed office")
Omit.
34. Subsection 237(19) (paragraph (c) of the definition of
"prescribed office")
Omit "or (b)".
35. Sections 242 and 242A
Repeal, substitute:
242 Notice of name and address of directors and secretaries
(1) On registration
Within 1 month after it is registered under section 120 or 137,
a company must lodge with the ASC a notice of the personal details
of each director and secretary. The notice must be in the form
prescribed by the regulations.
(2) New directors or secretaries
If a person is appointed as a director or secretary of the
company, the company must lodge with the ASC, within 1 month after
the appointment, a notice of the personal details of the director
or secretary. The notice must be in the form prescribed by the
regulations.
(3) Personal details
The personal details of a director or secretary are:
(a) present given and family name; and
(b) all former given and family names; and
(c) date and place of birth; and
(d) address.
(4) Address
Subject to subsection (5), a person's address must be their
usual residential address.
(5) A person is entitled to have an alternative address included
in notices under subsections (1), (2) and (8) if:
(a) their name, but not their residential address, is on an
electoral roll under the Commonwealth Electoral Act 1918 because
of section 104 of that Act; or
(b) their name is not on an electoral roll under that Act and
the ASC determines, in writing, that including their residential
address in the notices under this section would put at risk their
personal safety or the personal safety of members of their family.
This alternative address must be in Australia and be one at
which documents can be served on the person. At any particular
time, a person is entitled to have only one alternative address
under this section.
Note: See subsection 109X(3) on the status of the alternative
address as an address for service.
(6) A person who takes advantage of subsection (5) must:
(a) before or at the same time as the alternative address is
first included in a notice under this section, lodge with the ASC
notice of the person's usual residential address; and
(b) lodge with the ASC notice of any change in the person's
usual residential address within 14 days after the change.
A notice under this subsection must be in the form prescribed by
the regulations.

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(7) If a court gives a judgment for payment of a sum of money
against a person who is taking advantage of subsection (5), the
ASC may give details of the person's usual residential address to
an officer of the court for the purposes of enforcing the judgment
debt.
(8) Changes in details
The company must lodge with the ASC notice of any change in the
personal details of a director or secretary. The notice must be
lodged within 1 month after the change and must be in the form
prescribed by the regulations.
(9) Notice of directors or secretaries leaving the company
If a person stops being a director or secretary of the company,
the company must lodge with the ASC notice of the fact within 1
month. The notice must be in the form prescribed by the
regulations.
242A ASC power to ask for information about person's position as
director or secretary
(1) The ASC may ask a person, in writing, to inform the ASC:
(a) whether the person is a director or secretary of a
particular company; and
(b) if the person is no longer a director or secretary of the
company-the date on which the person stopped being a director or
secretary.
(2) The person must give the information to the ASC in writing
by the date specified in the request.
242B ASC certificate
The ASC may certify that a person was a director or secretary of
a company at a particular time or during a particular period. In
the absence of evidence to the contrary, a certificate is proof of
the matters stated in it.
Note: See section 1274B for the evidentiary status of documents
prepared by the ASC from the national database.
242C Director or secretary may notify ASC of resignation or
retirement
(1) If a director or secretary of a company retires or resigns,
they may give the ASC written notice of the retirement or
resignation. The notice must be in the form prescribed by the
regulations.
(2) To be effective under this section, a notice of resignation
must be accompanied by a copy of the letter of resignation given
to the company.
(3) Nothing in this section affects the company's obligations to
notify the ASC of the resignation or retirement.
36. Subparagraphs 244(3)(d)(i), (ii) and (iii)
Add at the end "and".
37. Subparagraph 244(3)(d)(iv)
Omit "and".
38. Subparagraph 244(3)(d)(v)
Omit.
39. Paragraph 307(1)(b)
Omit, substitute:
(b) if the company is a listed company-that director's relevant
interests in shares of the company or of a related body corporate
that paragraph 235(1)(a) requires the director to notify to the
relevant securities exchange; and
40. Paragraph 337(1)(b)
Omit "principal register", substitute "register of members".
41. Paragraph 341(c)
Omit, substitute:
(c) a list of its directors containing personal details of those
directors that are equivalent to the personal details of directors
referred to in subsection 242(3);
42. Paragraph 344(c)
Omit, substitute:
(c) a list of its directors containing personal details of those
directors that are equivalent to the personal details of directors
referred to in subsection 242(3);
43. Section 351
(a) Omit from paragraph (2)(a) "a principal", substitute "an".
(b) Omit from subsections (4) and (5) "principal".
(c) Omit from subsection (4) "that does not keep a register
under section 352".
44. Section 352
Repeal.
45. Subsection 353(1)
Omit "or 352".
46. Subsection 353(2)
Omit "principal register", substitute "register of members".
47. Subsection 353(5)
Omit "rectification" (wherever occurring), substitute

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"correction".
48. Paragraphs 354(a) and (c)
Omit "or 352".
49. Paragraph 355(b)
Omit "or 352".
50. Section 355
Omit "352,".
51. Section 356
Repeal, substitute:
356 Index of members and inspection of registers
Subsection 216B(2) and sections 216F, 216G and 216J apply in
relation to a register kept under section 351.
52. Section 357
Omit "or 352".
53. Subsections 715(1), (2) and (3)
Omit.
54. Subsections 716(2) and (3)
Omit.
55. Section 724
Repeal.
56. Subsection 726(2)
Omit.
57. Subsection 726(3)
Omit ", 723 or 724", substitute "or 723".
58. Section 727
Omit all the words from and including "proved that:", substitute
"proved that the giving of the notice was frivolous or
vexatious.".
59. Subsection 742(3)
Omit all the words from and including "satisfied:", substitute
"satisfied that the giving of the notice was frivolous or
vexatious.".
60. Subsection 1047(1)
Omit.
61. Section 1048
Repeal.
62. Subsection 1070(2)
Omit, substitute:
(2) The provisions of Part 2.5 (other than sections 216E and
216K) apply to registers kept under subsection (1) as if they were
registers of members.
63. Subsection 1083(2) (definition of "prescribed provision")
Omit all the words after "means", substitute "paragraph
216A(1)(c) or a provision of Division 2, 4 or 6 of this Part.".
64. Subsection 1085(3)
Omit, substitute:
(3) For the purposes of any law, a share or other interest of a
member in a company is taken to be situated:
(a) if the share or other interest is entered on the register
kept under section 216B-in the State or Territory where that
register is kept; or
(b) if the share or other interest is entered on an overseas
branch register kept under section 216K-in the foreign country
where that register is kept.
65. Paragraph 1087(1)(a)
Omit, substitute:
(a) must be under the common seal of the company; and
66. Before subparagraph 1274(2)(a)(i)
Insert:
(iaa) a notice lodged under subsection 242(6);
67. Subsection 1302(1)
Omit "209, 215, 235, 242, 271, 715, 724", substitute "271".
68. Subsection 1302(2)
Omit.
69. Subsections 1302(3) and (4)
Omit "or (2)".
70. Subsections 1302(3), (4) and (5)
Omit "or branch register" (wherever occurring).
71. Subsection 1302(6)
Omit.
72. Schedule 3
(a) Insert before "Section 219":
Section 216A:
Penalty: 10 penalty units or imprisonment for 3 months, or both.
Subsection 216C(3):
Penalty: 10 penalty units or imprisonment for 3 months, or both.
Section 216E:
Penalty: 10 penalty units or imprisonment for 3 months, or both.
Section 216F:
Penalty: 10 penalty units or imprisonment for 3 months, or both.

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Section 216G:
Penalty: 10 penalty units or imprisonment for 3 months, or both.
Section 216J:
Penalty: 50 penalty units or imprisonment for 1 year, or both.
(b) Insert before "Section 224":
Section 222A:
Penalty: 10 penalty units or imprisonment for 3 months, or both.
(c) Insert before "Section 236":
Section 235:
Penalty: 10 penalty units or imprisonment for 3 months, or both.
(d) Insert before "Section 243ZF":
Section 242:
Penalty: 10 penalty units or imprisonment for 3 months, or both.
Section 242A:
Penalty: 10 penalty units or imprisonment for 3 months, or both.

FIRST CORPORATE LAW SIMPLIFICATION ACT 1995 No. 115 of 1995 - SCHEDULE 7

SCHEDULE 7 Section 5
Amendment of the Australian Securities Commission Act 1989
Section 86
After "subparagraph (1)(a)(ii)" insert "or subsection (3)".


NOTE ABOUT SECTION HEADINGS
The following table changes some section headings in the
Corporations Law and sets out when the changes commence.
Item Heading to Change Commencement
1 section 255 omit "exempt"
same as item 38 of Schedule 4 to
this Act
2 section 351 omit "Principal Australian register",
substitute "Register of members"
same as item 43 of Schedule 6 to
this Act
3 section 353 omit "or 352"
same as item 45 of Schedule 6 to
this Act
4 section 354 omit "or 352"
same as item 48 of Schedule 6 to
this Act
5 section 715 omit the heading, substitute "Effect of
actions under this Part"
same as item 53 of Schedule 6 to
this Act


LIST OF CORPORATIONS LAW AMENDMENTS MADE BY THIS ACT
This list sets out the items that amend existing sections of the
Corporations Law and that insert new sections into the
Corporations Law. New sections are marked with an asterisk.
Corporations Law section
amended/inserted by
topic
9 Items 1 and 2 of Schedule 2
Share buy-backs
Items 1 and 2 of Schedule 6
Company registers
Items 1 to 3 of Schedule 4
Proprietary companies
31 Item 3 of Schedule 6
Company registers
*42A Item 3 of Schedule 2
Share buy-backs
43 Item 4 of Schedule 6
Company registers
Division 5A of Part 1.2
Item 4 of Schedule 4
Proprietary companies
58C Item 5 of Schedule 4
Proprietary companies
69 Item 6 of Schedule 4
Proprietary companies
83 Item 5 of Schedule 6
Company registers
109X Item 5 of Schedule 6
Company registers
111AH Item 7 of Schedule 6
Company registers
*Part 1.4
Schedule 3
Proprietary companies
*Part 1.5
Schedule 3

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Small business guide
114 Item 7 of Schedule 4
Proprietary companies
116 Item 8 of Schedule 4
Proprietary companies
118 Item 9 of Schedule 4
Proprietary companies
120 Item 10 of Schedule 4
Proprietary companies
135 Items 11 to 13 of Schedule 4
Proprietary companies
136 Item 14 of Schedule 4
Proprietary companies
137 Item 15 of Schedule 4
Proprietary companies
152 Items 8 and 9 of Schedule 6
Company registers
164 Item 16 of Schedule 4
Proprietary companies
Items 10 and 11 of Schedule 6
Company registers
168 Item 17 of Schedule 4
Proprietary companies
170 Item 18 of Schedule 4
Proprietary companies
*170A Item 18 of Schedule 4
Proprietary companies
171 Item 19 of Schedule 4
Proprietary companies
177 and 178
Item 20 of Schedule 4
Proprietary companies
180 Item 21 of Schedule 4
Proprietary companies
Item 12 of Schedule 6
Company registers
186 Item 22 of Schedule 4
Proprietary companies
191 Item 4 of Schedule 2
Share buy-backs
205 Item 5 of Schedule 2
Share buy-backs
Item 23 of Schedule 4
Proprietary companies
*206A to 206K
Schedule 1
Share buy-backs
206 Item 6 of Schedule 2
Share buy-backs
Heading to Division 5 of Part 2.4
Item 13 of Schedule 6
Company registers
207 Item 14 of Schedule 6
Company registers
208 Item 15 of Schedule 6
Company registers
209 to 212
Item 16 of Schedule 6
Company registers
213 Items 17 to 21 of Schedule 6
Company registers
214 and 215
Item 22 of Schedule 6
Company registers
*216A to 216K
Schedule 5
Company registers
220 Item 24 of Schedule 4
Proprietary companies
221 Item 25 of Schedule 4
Proprietary companies
222 Items 23 and 24 of Schedule 6
Company registers
*222A Item 25 of Schedule 6
Company registers
*224A Item 26 of Schedule 4
Proprietary companies
228 Items 27 to 30 of Schedule 4
Proprietary companies
231 Item 31 of Schedule 4

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Proprietary companies
235 Item 26 of Schedule 6
Company registers
236 Items 27 to 31 of Schedule 6
Company registers
237 Items 32 to 34 of Schedule 6
Company registers
240 Item 32 of Schedule 4
Proprietary companies
*242 to 242C
Item 35 of Schedule 6
Company registers
244 Items 36 to 38 of Schedule 6
Company registers
245 Items 33 to 36 of Schedule 4
Proprietary companies
249 Item 37 of Schedule 4
Proprietary companies
255 Item 38 of Schedule 4
Proprietary companies
*255A Item 39 of Schedule 4
Proprietary companies
258 Item 40 of Schedule 4
Proprietary companies
*283 to 283D
Item 41 of Schedule 4
Proprietary companies
290 Item 42 of Schedule 4
Proprietary companies
296 Item 43 of Schedule 4
Proprietary companies
301 Item 44 of Schedule 4
Proprietary companies
302 Item 45 of Schedule 4
Proprietary companies
303 Items 46 and 47 of Schedule 4
Proprietary companies
304 Item 48 of Schedule 4
Proprietary companies
305 Item 49 of Schedule 4
Proprietary companies
307 Item 39 of Schedule 6
Company registers
310 Item 50 of Schedule 4
Proprietary companies
313 Items 51 and 52 of Schedule 4
Proprietary companies
315 Items 53 to 56 of Schedule 4
Proprietary companies
316 Item 57 of Schedule 4
Proprietary companies
317 Item 58 of Schedule 4
Proprietary companies
*317B Item 59 of Schedule 4
Proprietary companies
324 Items 60 and 61 of Schedule 4
Proprietary companies
325 and 326
Item 62 of Schedule 4
Proprietary companies
327 Item 63 of Schedule 4
Proprietary companies
329 Item 64 of Schedule 4
Proprietary companies
331A Item 65 of Schedule 4
Proprietary companies
335 Items 66 and 67 of Schedule 4
Proprietary companies
337 Item 40 of Schedule 6
Company registers
341 Item 41 of Schedule 6
Company registers
344 Item 42 of Schedule 6
Company registers
351 Item 43 of Schedule 6
Company registers
352 Item 44 of Schedule 6
Company registers
353 Items 45 to 47 of Schedule 6
Company registers

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354 Item 48 of Schedule 6
Company registers
355 Items 49 and 50 of Schedule 6
Company registers
356 Item 51 of Schedule 6
Company registers
357 Item 52 of Schedule 6
Company registers
358 Item 70 of Schedule 4
Proprietary companies
363 Item 71 of Schedule 4
Proprietary companies
367 Item 72 of Schedule 4
Proprietary companies
372 Item 73 of Schedule 4
Proprietary companies
382 Items 74 and 75 of Schedule 4
Proprietary companies
382A Item 76 of Schedule 4
Proprietary companies
461 Item 77 of Schedule 4
Proprietary companies
494 Item 78 of Schedule 4
Proprietary companies
532 Item 79 of Schedule 4
Proprietary companies
*553AA Item 7 of Schedule 2
Share buy-backs
553E Item 8 of Schedule 2
Share buy-backs
*563AA Item 9 of Schedule 2
Share buy-backs
568 Item 10 of Schedule 2
Share buy-backs
588G Item 11 of Schedule 2
Share buy-backs
603 Item 12 of Schedule 2
Share buy-backs
*632A Item 13 of Schedule 2
Share buy-backs
715 Item 53 of Schedule 6
Company registers
716 Item 54 of Schedule 6
Company registers
724 Item 55 of Schedule 6
Company registers
726 Items 56 and 57 of Schedule 6
Company registers
727 Item 58 of Schedule 6
Company registers
732 Item 14 of Schedule 2
Share buy-backs
742 Item 59 of Schedule 6
Company registers
857 Item 80 of Schedule 4
Proprietary companies
858 Item 81 of Schedule 4
Proprietary companies
1047 Item 60 of Schedule 6
Company registers
1048 Item 61 of Schedule 6
Company registers
1070 Item 62 of Schedule 6
Company registers
1083 Item 63 of Schedule 6
Company registers
1085 Item 64 of Schedule 6
Company registers
1087 Item 65 of Schedule 6
Company registers
1215 Item 82 of Schedule 4
Proprietary companies
1216 Item 83 of Schedule 4
Proprietary companies
1274 Item 66 of Schedule 6
Company registers
1302 Items 67 to 70 of Schedule 6
Company registers
1324 Item 15 of Schedule 2
Share buy-backs

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*1406 to 1410
Item 84 of Schedule 4
Proprietary companies
Schedule 3
Item 85 of Schedule 4
Proprietary companies
Item 71 of Schedule 6
Company registers


Index
A reference to a provision consists of reference to either a
clause number or to the relevant Schedule of the Bill followed by
the section number.
Account of profits
improper use or disclosure of information from company registers
Sch 5 s 216J(3)
Accounts and audit
see also Directors' reports; Directors' statements; Financial
statements and reports
auditors
appointment Sch 4 s 325
qualifications Sch 4 s 324
resignation, proprietary companies Sch 4 s 329(9)
vacancy Sch 4 s 327
deadlines specified Sch 4 s 283D
dealers
appointment of auditor Sch 4 s 857(19)
removal and resignation of auditor Sch 4 s 858(7)
directors to ensure audit Sch 4 s 296(1)
disclosing entity Sch 4 s 283
futures brokers
appointment of auditor Sch 4 s 1215(19)
removal and resignation of auditor Sch 4 s 1216(7)
large proprietary companies Sch 3 9.3, Sch 4 s 283A, Sch 4
s 317B(2)
financial statements and reports to eligible persons Sch 4
s 315(3A)
small/large distinction Sch 3 9.1, Sch 4 s 45A(3)
public companies Sch 4 s 283A
small proprietary companies
accounting records
meaning Sch 3 9.2
obligation to keep Sch 4 s 283C(2)
application Sch 4 s1408
auditor, appointment Sch 4 s 325
ASC
request Sch 4 s 283C(7), Sch 4 s 317
foreign control, not covered by consolidated accounts Sch 4
s 283B
financial statements and reports to eligible persons Sch 4
s 315(3A)
formal accounts preparation Sch 3 9.3
shareholder request Sch 4 s 283C(3),
financial statements and reports to eligible persons Sch 4
s 315(3A)
small/large distinction Sch 3 9.1, Sch 4 s 45A(2)
synchronisation of financial years Sch 4 s 290(5)
ACN
allocation by ASC Sch 3 3.3
company name, as Sch 4 s 372(2)
use of Sch 3 4.1
Agents
obligations re company registers Sch 5 s 216G, Sch 6 s 211
foreign companies Sch 6 s 356
persons held out as assumptions of outsiders dealing with Sch 3
1.7
Allotment of shares
notification to ASC Sch 3 4.4
register of members, details Sch 5 s 216B(3)
joint shareholders Sch 5 s 216B(8)
Alternative office
see also Registered office
address, lodgment with ASC Sch 5 s 216E(2)
registers kept at Sch 5 s 216E(1)
Annual fee Sch 3 4.3
Annual general meetings
proprietary companies need not hold Sch 4 s 245(2A)
public companies
financial statements and reports Sch 4 s 316(1)
Annual return Sch 3 4.2

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proprietary company Sch 4 s 335(1A)
public company Sch 4 s335
Applications
corrections of company registers Sch 5 s 216H(1)
registration of proprietary companies Sch 3 3.1, Sch 4
s 118(3), Sch 4 s 136(4) s 137(4)
synchronisation of financial years Sch 4 s 290(5)
Articles of association Sch 3 3.2
buy-backs of shares Sch 1 Note 1 to s 206B, Sch 1 s 206K
ASC
ACN, allocation of Sch 3 3.3
cancellation of company registration Sch 3 1.1, Sch 3 11.6
certificate re position as director or secretary Sch 6 s 242B
conversion of proprietary company to public company Sch 4 s 170
definition Sch 2 s 9
determination that proprietary company is public company Sch 4
s 170A
documents to be lodged with see Documents to be lodged with ASC
exemption from provisions, selective buy-backs Sch 1 s 206E(4)
notices to see Notices
reference to Panel of unacceptable circumstances Sch 1 s 206K,
Sch 2 s 732(1)(e)
requests
accounting and audit, small proprietary companies Sch 4
s 283C(7), Sch 4 s 317
information re position as director or secretary Sch 6 s 242A
Australian Company Number see ACN
Australian register
definition Sch 6 s 9
principal Australian register
definition Sch 6 s 9
Australian Securities Commission see ASC
Australian Stock Exchange
notification of directors' interests in shareholdings Sch 6
s 235
Bankruptcy
single director/shareholder of proprietary company Sch 4 s 224A
Beneficial ownership of shares
non-beneficial ownership details, register of members Sch 5
s 216B(5), (6), (7)
register of notices of see Register of notices of beneficial
ownership
Branch registers
debenture holders Sch 6 s 1048
definition Sch 6 s 9
foreign companies Sch 6 s 352
location Sch 6 s 1302(2), (3)
members Sch 6 s 214
notice of address Sch 6 s 1302(4), (5)
Buy-backs of shares
acceptance of offer, effect of Sch 1 s 206I(1)
acquisition of shares, unacceptable circumstances Sch 1 s 206K,
Sch 2 s 732(1)(e)
buy-back defined Sch 2 s 9
buy-back agreement defined Sch 2 s 9
cancellation of bought-back shares Sch 1 s 206I(3)
notice to ASC Sch 1 s 206J
class rights, variation Sch 1 s 206K
continuous disclosure Sch 1 s 206K
dealing in bought-back shares prohibited Sch 1 s 206I(2)
definitions Sch 2 s 9
employee share schemes
definition Sch 2 s 9
notice to ASC prior to agreement Sch 1 s 206G
procedural table Sch 1 s 206C(1)
10% in 12 months limit exceeded Sch 1 s 206D
equal access schemes
definition Sch 1 s 206C(2), (3), Sch 2 s 9
information to accompany offer Sch 1 s 206H
notice to ASC prior to agreement Sch 1 s 206G
offer documents
lodgment with ASC Sch 1 s 206F
procedural table Sch 1 s 206C(1)
10% in 12 months limit exceeded Sch 1 s 206D
financial assistance prohibition and Sch 2 s 205(1A), Sch 4
s 205(10A)
effect on validity of dealing Sch 2 s 206(1), (1A)
insolvent trading and directors' liability Sch 1 s 206K, Sch 2
s 588G(1A)
injunctive relief Sch 1 s 206K, Sch 2 s 1324(1A)

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nominal share capital, effect on Sch 1 s 206I(3)
non-compliance with procedures, effect of Sch 1 s 206K
notices
intention to carry out Sch 1 s 206G(2)(d)
ASC, to, prior to agreement Sch 1 s 206G
odd lots
definition Sch 2 s 9
procedural table Sch 1 s 206C(1)
offer documents, lodgment with ASC Sch 1 s 206F
on-market
ASC, notice prior to agreement Sch 1 s 206G
definition Sch 2 s 9
procedural table Sch 1 s 206C(1)
10% in 12 months limit exceeded Sch 1 s 206D
ordinary resolution, when required Sch 1 s 206D(1)
power of company to buy back shares Sch 1 s 206B, Sch 1 s 206K
procedural table Sch 1 s 206C(1)
purpose of Div 4B Sch 1 s 206A
related parties Sch 1 s 206K
resolution of disagreements within company Sch 3 10.2
returns to shareholders Sch 3 8.2
selective
definition Sch 2 s 9
documents to be lodged with ASC Sch 1 s 206E(3)
exemption from provisions Sch 1 s 206E(4)
information to accompany notice of meeting Sch 1 s 206E(2)
information to accompany offer Sch 1 s 206H
notice to ASC prior to agreement Sch 1 s 206G
procedural table Sch 1 s 206C(1)
special or unanimous approval Sch 1 s 206E(1)
share premium account Sch 2 s 191(2)(ea)
special resolution, when required Sch 1 s 206E(1)
suspension of share rights on acceptance of offer Sch 1
s 206I(1)
takeovers Sch 1 s 206K, Sch 2 s 42A, Sch 2 s 632A
unacceptable circumstances, reference to Panel Sch 1 s 206K,
Sch 2 s 732(1)(e)
10% in 12 months limit
definition Sch 1 s 206C(4)
documents to be lodged with ASC Sch 1 s 206D(3)
exceeding, explained Sch 1 s 206C(5)
information to accompany notice of meeting Sch 1 s 206D(2)
ordinary resolution required when exceeded Sch 1 s 206D(1)
transfer of shares to company Sch 1 s 206I(2)
unanimous resolution, when required Sch 1 s 206E(1)
winding up
disclaimer of onerous property Sch 2 s 568(1AA)
proof of debt by selling shareholder Sch 2 s 553AA
ranking of claim by selling shareholder Sch 2 s 563AA
Cancellation of bought-back shares Sch 1 s 206I(3)
notice to ASC Sch 1 s 206J
Cancellation of company registration Sch 3 1.1, Sch 3 11.6
Certificates
ASC, by position as director or secretary Sch 6 s 242B
Changes to company names Sch 4 s 382(2), (3)(a)
Charges Sch 3 7
notification to ASC Sch 3 4.4
register of see Register of charges
Classes of shares Sch 3 6.2
buy-backs of shares, variation of class rights Sch 1 s 206K
voting rights Sch 3 6.4
Close Corporations legislation clause 6
Common seal
assumptions re due sealing of documents Sch 4 s 164(3)(e)
use of Sch 3 3.3, 4.1
Company registers see Registers
Compensation
company registers
improper use or disclosure of information Sch 5 s 216J(2), (3)
incorrect information Sch 5 s 216H(2)
Computerised registers Sch 3 3.9, Sch 5 s 216A(1) note 2
copies from Sch 5 s 216F(3)
inspection of Sch 5 s 216F(1)
Consents
to act as director Sch 3 3.6, 5.1, Sch 6 s 222(1), Sch 6
s 222A
to act as secretary Sch 3 3.7, 5.4, Sch 6 s 222A
Continuous disclosure
and share buy-backs Sch 1 s 206K
Controlled entities

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proprietary companies Sch 4 s 45A(4)
Conversion
from proprietary to public
ASC order Sch 4 s 170
voluntary Sch 4 s 168(2)
from public to proprietary company Sch 4 s 168(1), Sch 4
s 180(4)
Copies from registers
computerised registers Sch 5 s 216F(3)
register of directors' shareholdings Sch 6 s 235
register of members Sch 5 s 216F(3), (4), Sch 6 s 210
register of notices of beneficial ownership Sch 6 s 724
register of substantial shareholdings Sch 6 s 715
Corporations and Securities Panel
reference of unacceptable circumstances to Sch 1 s 206K, Sch 2
s 732(1)(e)
Correction of company registers Sch 5 s 216H, Sch 6 s 212
Creditors
injunctive relief on company insolvency Sch 1 S 206K, Sch 2
s 1324(1A)
Dealers' accounts and audit
appointment of auditor Sch 4 s 857(19)
removal and resignation of auditor Sch 4 s 858(7)
Death
single director/shareholder of proprietary company Sch 4 s 224A
Debenture holders
inspection of registers without fee Sch 5 s 216F(2)
register of see Register of debenture holders
Debentures
director to notify securities exchange of interests in Sch 6
s 235
extended reach for company registers Part Sch 5 s 216A(2)
Definitions
ASC Sch 2 s 9
Australian register Sch 6 s 9
branch register Sch 6 s 9
buy-back Sch 2 s 9
buy-back agreement Sch 2 s 9
employee share scheme buy-back Sch 2 s 9
equal access scheme buy-back Sch 1 s 206C(2), (3), Sch 2 s 9
exempt proprietary company Sch 4 s 9
large proprietary company Sch 4 s 9
marketable parcel Sch 2 s 9
odd lot buy-back Sch 2 s 9
on-market buy-back Sch 2 s 9
prescribed occurence Sch 2 s 9
principal Australian register Sch 6 s 9
principal executive officer Sch 6 s 9
principal register Sch 6 s 9
proprietary company Sch 4 s 9
proprietary company provisions Sch 4 s 9
selective buy-back Sch 2 s 9
small proprietary company Sch 4 s 9
10% in 12 months limit Sch 1 s 206C(4)
voting share Sch 2 s 9
Directors
age limitations
proprietary company a subsidiary of public company Sch 4
s 228(3A)
appointments Sch 3 5.2
eligible persons Sch 3 5.1, Sch 4 s 221
initial appointments Sch 3 3.6
re-appointment
proprietary company a subsidiary of public company Sch 4
s 228(8A)
assumptions by outsiders dealing with Sch 3 1.7
audit obligations Sch 4 s 296(1)
certification by ASC re position as Sch 6 s 242B
consent to act as Sch 3 3.6, Sch 3 5.1, Sch 6 s 222(1),
Sch 6 s 222A
duties Sch 3 5.3
penalties for breach Sch 3 1.3, 5.3
management of company business Sch 3 1.6
personal details, notification to ASC Sch 3 4.4
address
alternative Sch 6 s 242(5)
usual residential Sch 6 s 242(4), (6), Sch 6 s
1274(2)(a)(iaa)
on registration Sch 6 s 242(1)
on subsequent appointment Sch 6 s 242(2)

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personal details, meaning Sch 6 s 242(3)
personal liability
guarantees and third party mortgages Sch 3 1.4
insolvent trading by company Sch 1 s 206K, Sch 2 s 588G(1A),
Sch 3 1.3, Sch 3 8
persons held out as
assumptions of outsiders dealing with Sch 3 1.7
register of directors, principal executive officers and
secretaries Sch 6 s 242
requests by ASC re position as Sch 6 s 242A
residency requirements Sch 6 s 235 Sch 4 s 221
resignation
notification to ASC
company, by Sch 3 5.1, Sch 6 s 242(9),
Sch 6 s 242C(3)
director, by Sch 3 5.1, Sch 6 s 242C(1)
retirement
notification to ASC
company, by Sch 6 s 242(9), Sch 6 s 242C(3)
director, by Sch 6 s 242C(1), (2)
secretary, as Sch 3 3.7, 5.4, Sch 4 s 240(7A)
service on Sch 6 s 109X
single director companies Sch 4 s 220(4A)
share issues by Sch 3 3.5
shareholdings of
notification to company Sch 6 s 236(2)(a), (b)
notification to securities exchange Sch 6 s 235
register Sch 6 s 235, Sch 6 s 236(1)(a), (b), (2)(a), (b)
single director/shareholder proprietary company Sch 4 s 221(1)
account and audit
supporting statement - relief application Sch 4 s 313(3)
death, mental incapacity or bankruptcy Sch 4 s 224A
declarations of interest Sch 4 s 231(10)
directors' reports Sch 4 s 310(3)
directors' statements Sch 4 s 303(3)
minutes Sch 4 s 255A(4)
record of decision treated as resolution Sch 4 s 255A
record of declaration treated as declaration at meeting Sch 4
s 255A
service on Sch 4 s 220(4A), Sch 4 s 363(3A)
synchronisation of financial years Sch 4 s 290(5)
Directors' reports
see also Accounts and audit; Directors' statements; Financial
statements and reports
proprietary companies
company as chief entity Sch 4 s 305(1A)(b)
company not chief entity Sch 4 s 304(1A)(b)
public companies
directors' relevant interests Sch 6 s 307(1)(b)
single director proprietary company Sch 4 s 310(3)
Directors' statements
see also Accounts and audit; Directors' reports; Financial
statements and reports
single director proprietary company Sch 4 s 303(3)
unaudited exempt proprietary companies Sch 4 ss 301(9), (10),
303(1), (1A), Sch 4 s 303(3)
consolidated accounts Sch 4 ss 302(8), 303 (1)(1A), Sch 4
s 303(3)
Disclosing entities
accounts and audit Sch 4 s 283
Dividends Sch 3 8.1
Documents to be lodged with ASC
accounts and reports of proprietary companies Sch 4 s 317B
accounts of large proprietary companies Sch 3 9.3
address of alternative office re location of registers Sch 4
216E(2)
annual return Sch 3 4.2, Sch 4 s 335
application for company registration Sch 3 3.2
articles Sch 3 3.2
memorandum Sch 3 3.2
resolution altering Sch 4 s 171(3)
offer documents in equal access schemes and selective buy-backs
Sch 1 s 206F
registration of company Sch 3 3.2
selective buy-backs Sch 1 s 206E(3)
share buy-backs exceeding 10% in 12 months limit Sch 1 s
206D(3)
Employee share scheme buy-backs
definition Sch 1 s 9
notice to ASC prior to agreement Sch 1 s 206G

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procedural table Sch 1 s 206C(1)
10% in 12 months limit exceeded Sch 1 s 206D
Enforcement
compensation re improper use or disclosure of register
information
Sch 5 s 216J(2)
Equal access scheme buy-backs
definition Sch 1 s 206C(2), (3), Sch 2 s 9
information to accompany offer Sch 1 s 206H
notice to ASC prior to agreement Sch 1 s 206G
offer documents, lodgment with ASC Sch 1 s 206F
procedural table Sch 1 s 206C(1)
10% in 12 months limit exceeded Sch 1 s 206D
Evidence
company registers Sch 5 s 216I
Exempt proprietary companies Sch 4 s 69
definition Sch 4 s 9
Fees
annual Sch 3 4.3
copies from company registers Sch 5 s 216F(3), (4)
register of directors' shareholdings Sch 6 s 235
register of members Sch 6 s 210
copies of option documents Sch 5 s 216F(4)
inspection of company registers Sch 5 s 216F(2)
Financial assistance prohibition
buy-backs of shares and Sch 2 s 205(1A), Sch 4 s 205(10A)
effect on validity of dealing Sch 2 s 206(1), (1A)
Financial statements and reports
see also Accounts and audit; Directors' reports; Directors'
statements
obligation to send to eligible persons Sch 4 s 315(3A)
proprietary companies to lodge Sch 4 s 317B
public companies
annual general meeting, laid before Sch 4 s 316(1)
copies to members before annual general meeting Sch 4 s 315(2)
Financial years, synchronisation Sch 4 s 290(5)
Foreign companies
Australian register Sch 6 s 9
branch registers Sch 6 s 352
index to register of members Sch 6 s 356
Futures brokers' accounts and audit
appointment of auditor Sch 4 s 1215(19)
removal and resignation of auditor Sch 4 s 1216(7)
General meetings Sch 3 6.3
see also Annual general meetings
ordinary resolutions passed without synchronisation of financial
years Sch 3 1.6
selective buy-backs Sch 1 s 206E(1)
share buy-backs exceeding 10% in 12 months limit Sch 1
s 206D(1)
Grandfathering Sch 4 s 317B(2)
Guarantees by directors Sch 3 1.4
Incorporation
contracts on company's behalf prior to Sch 3 3.4
effects
acts of company through natural persons Sch 3 1.6
assumptions by outsiders dealing with company Sch 3 1.7
directors' personal liability
guarantees and third party mortgages Sch 3 1.4
insolvent trading by company Sch 1 s 206K, Sch 2 s 588G(1A),
Sch 3 1.3, Sch 3 8
powers of an individual Sch 3 1.1
separate legal entity Sch 3 1.1
shareholders' limited liability Sch 3 1.2
who may contract for company Sch 3 1.6, 1.7, 5.1
number of persons required
proprietary companies Sch 4 ss 114(1), 116(2)
public companies Sch 4 s 114(2)
procedure Sch 3 3.2
Index to register of members Sch 5 s 216B(2), Sch 6 s 209
inspection Sch 6 s 210
foreign companies Sch 6 s 356
location Sch 6 s 1302(6)
Information
equal access scheme buy-backs offer, to accompany Sch 1 s 206H
selective buy-backs
lodgment with ASC Sch 1 s 206E(3)
notice of meeting, to accompany Sch 1 s 206E(2)
offer, to accompany Sch 1 s 206H
share buy-backs exceeding 10% in 12 months limit

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lodgment with ASC Sch 1 s 206D(3)
notice of meeting, to accompany Sch 1 s 206D(2)
Injunctions
share buy-backs and insolvent trading Sch 1 s 206K, Sch 2
s 1324(1A)

Insolvent trading
directors' liability Sch 1 s 206K, Sch 2 s 588G(1A), Sch 3
1.3, Sch 3 8
injunctive relief Sch 1 s 206K, Sch 2 s 1324(1A)
Inspection
company registers
agent's obligations Sch 5 s 216G, Sch 6 s 211
foreign companies Sch 6 s 356
computerised registers Sch 5 s 216F(1)
entitlement Sch 5 s 216F(1)
fees Sch 5 s 216F(2), (4)
register of directors' shareholdings Sch 6 s 235
register of members Sch 6 s 210
register of notices of beneficial ownership Sch 6 s 724
register of substantial shareholdings Sch 6 s 715
option documents Sch 5 s 216F(4)
records
director's usual residential address Sch 6 s 1274(2)(a)(iaa)
Joint shareholders
proprietary companies, maximum number of shareholders Sch 4
s 116(3), Sch 4 s 137(4)
register of members, details Sch 5 s 216B(8)
Large proprietary companies
accounts and audit Sch 3 9.3, Sch 4 s 283A, Sch 4 s 317B
financial statements and reports to eligible persons Sch 4
s 315(3A)
definition Sch 3 9.1, Sch 4 s 9, Sch 4 s 45A(3), (5)
grandfathering Sch 4 s 317B(2)
Liquidators Sch 3 11.3, 11.4
disclaimer of onerous property share buy-back agreements Sch 2
s 568(1AA)
voluntary winding up of proprietary companies Sch 4 s 532(4)
Loans to companies Sch 3 7
Location of company registers Sch 5 s 216E, Sch 6 s 1302
Marketable parcel
definition Sch 2 s 9
Meetings
annual general meetings see Annual general meetings
general meetings see General meetings
quorum Sch 4 s 249(1)(a)
Members
see also Shareholders
register of see Register of members
Memorandum Sch 3 3.2
alteration, lodgment of resolution with ASC Sch 4 s 171(3)
Mental incapacity
single director/shareholder of proprietary company Sch 4 s
224A
Minority shareholders' remedies Sch 3 10.1
Minutes
single director/shareholder companies Sch 4 s 255A(4)
Mortgages
over company assets Sch 3 7
third party, by directors Sch 3 1.4
Mutual life assurance companies
register of members Sch 6 s 207
Names of companies Sch 3 3.3
ACN as Sch 4 s 372(2)
available Sch 4 s 367
changes Sch 4 s 382(2), (3)(a)
"Pty Ltd" Sch 3 3.3
reservation for registration Sch 4 s 120(2), Sch 4 s 135(d),
Sch 4 s 358
use of Sch 3 4.1
Notices
ASC, to
allotment of shares Sch 3 4.4
branch registers, address of Sch 6 s 1302(4), (5)
buy-back agreement, prior to Sch 1 s 206G
cancellation of bought-back shares Sch 1 s 206J
charges, creation of Sch 3 4.4
company register located other than at registered office or
principal place of business Sch 5 s 216E(2)
correction of register of members Sch 6 s 216H(3)
intention to carry out buy-back Sch 1 s 206G(2)(b)

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personal details of directors and secretaries Sch 3 4.4
address
alternative Sch 6 s 242(5)
usual residential Sch 6 s 242(4), (6), Sch 6 s
1274(2)(a)(iaa)
on registration Sch 6 s 242(1)
on subsequent appointment Sch 6 s 242(2)
registered office
changes to Sch 3 4.4
location Sch 3 3.8
opening hours Sch 3 3.8
registers, changes in location Sch 3 4.4
resignation of directors
notice by company Sch 3 5.1, Sch 6 s 242(9), Sch 6 s 242C(3)
notice by director Sch 3 5.1, Sch 6 s 242C(1)
resignation of secretaries
notice by company Sch 3 5.4, Sch 6 s 242(9), Sch 6 s 242C(3)
notice by secretary Sch 6 5.4, Sch 6 s 242C(1)
retirement of directors
notice by company Sch 6 s 242(9), Sch 6 s 242C(3)
notice by director Sch 6 s 242C(2)
retirement of secretaries
notice by company Sch 6 s 242(9), Sch 6 s 242C(3)
notice by secretary Sch 6 s 242C(2)
company, to
directors' interests in shareholdings Sch 6 s 236(2)(a), (b)
substantial shareholdings Sch 2 s 42A(2)
securities exchange, to
directors' interests in shareholdings Sch 6 s 235
shareholders, to
selective buy-backs Sch 1 s 206E(2)
ASC, lodgment with Sch 1 s 206E(3)
share buy-backs exceeding 10% in 12 months limit Sch 1
s 206D(2)
ASC, lodgment with Sch 1 s 206D(3)
Odd lot buy-backs
definition Sch 2 s 9
procedural table Sch 1 s 206C(1)
Offences
buy-back procedures, non-compliance with Sch 1 s 206K
penalties Sch 4 and Sch 6, Sch 3 to Corp Law
Offer documents
ASC, lodgment with Sch 1 s 206F
information to accompany Sch 1 s 206H
Officers of company
non-compliance with buy-back procedures Sch 1 s 206K
On-market buy-backs
definition Sch 1 s 9
notice to ASC prior to agreement Sch 1 s 206G
procedural table Sch 1 s 206C(1)
10% in 12 months limit exceeded Sch 1 s 206D
Option holders
see also Options
inspection of registers without fee Sch 5 s 216F(2)
register of see Register of option holders
Options
see also Option holders
copies of option documents Sch 5 s 216C(3)
inspection and copies Sch 5 s 216F(4)
director to notify securities exchange of
interests in Sch 6 s 235
Order of payment of debts Sch 3 11.5
Ordinary resolutions
majority shareholder approval Sch 3 1.6
meeting not required Sch 3 1.6
share buy-backs exceeding 10% in 12 months limit Sch 1
s 206D(1)
Overseas branch register Sch 5 s 216K
Penalties Sch 4 and Sch 6, Sch 3 to Corp Law
directors' breach of duties Sch 3 1.3, Sch 3 5.3
Pre-incorporation contracts Sch 3 3.4
Preference shares, redeemable
buy-back provisions inapplicable Sch 1 s 206B
Prescribed interests
definition Sch 2 s 9
director to notify securities exchange of interests in Sch 6
s 235
Principal executive officers
definition Sch 6 s 9
register of directors, principal executive officers and

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secretaries Sch 6 s 242
Principal Australian register
definition Sch 6 s 9
Principal register
definition Sch 6 s 9
Proprietary companies
annual general meetings not required Sch 4 s 245(2A)
application for registration Sch 3 3.2, Sch 4 s 118(3), Sch 4
s 136(4), s 137(4)
auditors
qualifications Sch 4 s 316(1)
resignation Sch 4 s 329(9)
vacancy Sch 4 s 327
constitutive requirements Sch 4 s 116
controlled entities Sch 4 s 45A(4)
conversion from public companies Sch 4 s 168(1), Sch 4 s
180(4)
conversion to public companies
ASC order Sch 4 s 170
voluntary Sch 4 s 168(2)
definition Sch 4 ss 9, 45A(1)
directors, number and residency requirements Sch 4 s 221(1)
large see Large proprietary companies limited both by shares and
by guarantee Sch 4 s 1407
number of persons required Sch 3 3.2, Sch 3 6, Sch 4
ss 114(1), 116(2)
prospectus limitation Sch 4 s 116(4)
provisions
alteration Sch 4 s 178
deemed Sch 4 s 177
definition Sch 4 s 9
"Pty Ltd", use of p Sch 3 3.3
public company, determination by ASC Sch 4 s 170A
single director/secretary Sch 4 s 240(7A)
single director/shareholder
accounts and audit
directors' reports Sch 4 s 310(3)
directors' statements Sch 4 s 303(3)
supporting statement - relief application Sch 4 s 313(3)
death, mental incapacity or bankruptcy Sch 4 s 224A
declaration of interest Sch 4 s 231(10)
minutes Sch 4 s 255A(4)
record of decision treated as resolution Sch 4 s 255A
record of declaration treated as declaration at meeting Sch 4
s 255A
service on Sch 4 s 220(4A), Sch 4 s 363(3A)
single director sufficient Sch 4 s 221(1)
single shareholder sufficient Sch 3 3.2, Sch 3 6, Sch 4
s 114(1)
synchronisation of financial years Sch 4 s 290(5)
small see Small proprietary companies
small business, suitable for Sch 3 2.1
subsidiaries of public companies
directors' age limits Sch 4 s 228(3A)
re-appointment of directors Sch 4 s 228(8A)
unanimous informal consent Sch 3 1.6, Sch 4 s 255(1)
Proprietary company provisions
alteration Sch 4 s 178
deemed Sch 4 s 177
definition Sch 4 s 9
Prospectus
proprietary companies, limitation Sch 4 s 116(4)
"Pty Ltd", use of Sch 3 3.3
Public companies
accounts and audit Sch 4 s 283A
conversion from proprietary companies
ASC order Sch 4 s 170
voluntary Sch 4 s 168(2)
conversion to proprietary companies Sch 4 s 168(1), Sch 4
s 180(4)
directors, number and residency requirements Sch 4 s 221(2)
directors' reports
directors' relevant interests Sch 6 s 307(1)(b)
financial statements and reports
annual general meeting, laid before Sch 4 s 316(1)
copies to members before annual general meeting Sch 4 s 315(2)
from proprietary company, determination by ASC Sch 4 s 170A
number of persons required Sch 4 s 114(2)
trading with less than 5 members Sch 4 s 186
Quorum Sch 4 s 249(1)(a)

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Receivers Sch 3 11.2
Receivers and managers Sch 3 11.2
Redeemable preference shares
buy-back provisions inapplicable Sch 1 s 206B
Register of charges Sch 3 3.9, 4.6, Sch 5 s 216A(1) note 1
Register of debenture holders
branch registers Sch 6 s 1048
computerised Sch 5 s 216A(1) note 2
contents, prescribed Sch 5 s 216D(1)
non-compliance, effect on debenture Sch 5 s 216D(2)
copies Sch 5 s 216F(3)
fees Sch 5 s 216F(3)
correction Sch 5 s 216H
evidentiary value Sch 5 s 216I
improper use or disclosure of information Sch 5 s 216J
inspection
agent's obligations Sch 5 s 216G
entitlement Sch 5 s 216F(1)
fees Sch 5 s 216F(2)
location Sch 5 s 216E, obligation to set up and maintain Sch 5
s 216A(1)(c), Sch 6 s 1047(1)
Register of directors, principal executive officers and
secretaries Sch 6 s 242
Register of directors' shareholdings Sch 6 s 235, Sch 6
s 236(1)(a), (b), (2)(a), (b)
location Sch 6 s 1302
Register of members
addresses of members Sch 5 s 216B(1)
branch registers Sch 6 s 214
closure Sch 6 s 210
computerised Sch 5 s 216A(1) note 2
contents, prescribed Sch 3 3.9, Sch 5 s 216B(1), (3), (4),
(5)
copies Sch 5 s 216F(3), Sch 6 s 210
fees Sch 5 s 216F(3)
correction Sch 5 s 216H, Sch 6 s 212
dates of entry of members' names Sch 5 s 216B(1)
evidentiary value Sch 5 s 216I
former members' details Sch 5 s 216B(8)
improper use or disclosure of information Sch 5 s 216J
index Sch 5 s 216B(2), Sch 6 s 209
foreign companies Sch 6 s 356(1)
inspection Sch 6 s 210
location Sch 6 s 1302(6)
inspection
agent's obligations Sch 5 s 216G
entitlement Sch 5 s 216F(1), Sch 6 s 210 fees Sch 5
s 216F(2)
location Sch 5 s 216E, Sch 6 s 1302
mutual life assurance companies Sch 6 s 207
names of members Sch 5 s 216B(1)
non-beneficial ownership details Sch 5 s 216B(5), (6)
obligation to set up and maintain Sch 3 3.9, Sch 5
s 216A(1)(a), Sch 6 s 209
overseas branch register Sch 5 s 216K
share details Sch 5 s 216B(3)
joint shareholders Sch 5 s 216B(8)
stock details Sch 5 s 216B(4)
Register of notices of beneficial ownership Sch 6 s 724
civil liability Sch 6 s 726(2)
location Sch 6 s 1302
Register of option holders
see also Register of options
computerised Sch 5 s 216A(1) note 2
contents, prescribed Sch 5 s 216C(1)
non-compliance, effect on option Sch 5 s 216C(5)
copies
entitlement Sch 5 s 216F(3)
fees Sch 5 s 216F(3)
copies of option documents Sch 5 s 216C(3)
inspection and copies Sch 5 s 216F(4)
correction Sch 5 s 216H
evidentiary value Sch 5 s 216I
improper use or disclosure of information Sch 5 s 216J
inspection
agent's obligations Sch 5 s 216G
entitlement Sch 5 s 216F(1)
fees Sch 5 s 216F(2)
location Sch 5 s 216E
obligation to set up and maintain Sch 5 s 216A(1)(b)

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time limits, date of grant of option entry Sch 5 s 216C(2)
transfers of options Sch 5 s 216C(4)
Register of options Sch 6 s 215
see also Register of option holders
location Sch 6 s 1302
Register of substantial shareholdings Sch 6 s 715
civil remedy Sch 6 s 716(2), (3)
location Sch 6 s 1302
Register of unclaimed property of dissenting
shareholders Sch 5 s 216A(1) note 2
Registered office
see also Alternative office
notification of changes to ASC Sch 3 4.4
registers kept at Sch 5 s 216E(1)
Registered office Sch 3 3.8
Registers
Australian Sch 6 s 9
branch
debenture holders Sch 6 s 1048
definition Sch 6 s 9
foreign companies Sch 6 s 352
location Sch 6 s 1302(2), (3)
members Sch 6 s 214
notice of address Sch 6 s 1302(4), (5)
charges see Register of charges
computerised Sch 3 3.9, Sch 5 s 216A(1) note 2
copies from Sch 5 s 216F(3)
inspection of Sch 5 s 216F(1)
copies Sch 5 s 216F(3)
correction Sch 5 s 216H
debenture holders see Register of debenture holders
directors, principal executive officers and secretaries see
Register of directors, principal executive officers and
secretaries
directors' shareholdings see Register of directors' shareholdings
evidentiary value Sch 5 s 216I
form Sch 3 3.9
improper use or disclosure of information Sch 5 s 216J
inspection
agent's obligations Sch 5 s 216G, Sch 6 s 211
foreign companies Sch 6 s 356(2)
entitlement Sch 5 s 216F(1)
fees Sch 5 s 216F(2)
location Sch 3 3.9, Sch 5 s 216E, Sch 6 s 1302
members see Register of members
notices of beneficial ownership see Register of notices of
beneficial ownership
notification of changes in location to ASC Sch 3 4.4
obligation to keep Sch 3 3.9
option holders see Register of option holders
options see Register of options
principal, definition Sch 6 s 9
principal Australian, definition Sch 6 s 9
substantial shareholdings see Register of substantial
shareholdings
unclaimed property of dissenting shareholders
see Register of unclaimed property of dissenting shareholders
Registration of companies Sch 3 3.2, Sch 4 s 118(3), Sch 4
ss 136(4), 137(4)
cancellation Sch 3 1.1, Sch 3 11.6
joint shareholders, maximum numbers Sch 4 s 137(4A)
reservation of name Sch 4 s 120(2), Sch 4 s 135(d), Sch 4
s 358
Registration of transfer of bought-back shares
cancellation of shares following Sch 1 s 206I(3)
notice of cancellation of shares to ASC Sch 1 s 206J
Related parties
benefits to be disclosed Sch 1 s 206K
Remedies
injunctions, share buy-backs and insolvent trading Sch 1 s
206K, Sch 2 s 1324(1A)
minority shareholders Sch 3 10.1
Resolutions
ordinary
majority shareholder approval Sch 3 1.6
meeting not required Sch 3 1.6
share buy-backs exceeding 10% in 12 months limit Sch 1 s
206D(1)
single director/shareholder proprietary companies Sch 4 s 255A
special

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alteration of memorandum Sch 4 s 171(3)
selective buy-backs Sch 1 s 206E(1)
75% or more shareholder approval Sch 3 1.6
unanimous
selective buy-backs Sch 1 s 206E(1)
Secretaries
certification by ASC re position as Sch 6 s 242B
consent to act as Sch 3 5.4, Sch 6 s 222A
directors as Sch 3 3.7, Sch 3 5.4, Sch 4 s 240(7A)
initial appointments Sch 3 3.7
obligations Sch 3 5.4
personal details, notification to ASC Sch 3 4.2
address
alternative Sch 6 s 242(5)
usual residential Sch 6 s 242(4)(6), Sch 6 s 1274(2)(a)(iaa)
on registration Sch 6 s 242(1)
on subsequent appointment Sch 6 s 242(2)
personal details, meaning Sch 6 s 242(3)
persons held out as
assumptions of outsiders dealing with Sch 3 1.7
register of directors, principal executive officers and
secretaries Sch 6 s 242
requests by ASC
re position as Sch 6 s 242A
residency requirements Sch 3 5.4
resignation
notification to ASC
company, by Sch 3 5.4, Sch 6 s 242(9), Sch 6 s 242C(3)
secretary, by Sch 3 5.4, Sch 6 s 242C(1)
retirement
notification to ASC
company, by Sch 6 s 242(9), Sch 6 s 242C(3)
secretary, by Sch 6 s 242C(1),(2)
service on Sch 6 s 109X
Securities exchange
notification of directors' interests in shares Sch 6 s 235
Selective buy-backs
definition Sch 2 s 9
documents to be lodged with ASC Sch 1 s 206E(3)
exemption from provisions Sch 1 s 206E(4)
information to accompany notice of meeting Sch 1 s 206E(2)
information to accompany offer Sch 1 s 206H
notice to ASC
prior to agreement Sch 1 s 206G
procedural table Sch 1 s 206C(1)
special or unanimous approval Sch 1 s 206E(1)
Service
on directors Sch 6 s 109X
single director companies Sch 4 s 220(4A)
on secretaries Sch 6 s 109X
Shareholders
see also Substantial shareholdings
accounting and audit requests
small proprietary companies Sch 4 S 283C (3)
annual general meetings see Annual general meetings
becoming a shareholder Sch 3 6.1
ceasing to be a shareholder Sch 3 6.1
directors as
notification to company Sch 6 s 236(2)(a), (b)
notification to securities exchange Sch 6 s 235
register of Sch 6 s 235, Sch 6 s 236 (1)(a), (b), (2)(a), (b)
general meetings see General meetings
injunctive relief on company insolvency Sch 1 s 206K, Sch 2
s 1324(1A)
inspection of registers without fee Sch 5 s 216F(2)
joint
proprietary companies, maximum number of shareholders Sch 4
s 116(3), Sch 4 s 137(4A)(a)
register of members, details Sch 5 s 216B(8)
limited liability Sch 3 1.2
minority shareholders' remedies Sch 3 10.1
register of see Register of members
returns to
buy-backs of shares Sch 3 8.2
distribution on winding up Sch 3 8.3
dividends Sch 3 8.1

single shareholder/director proprietary company Sch 3 3.2, Sch
3 6, Sch 4 s 114(1)
accounts and audit
directors' reports Sch 4 s.310(3)

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directors' statements Sch 4 s 303(3)
supporting statement - relief application Sch 4 s 313(3)
death, mental incapacity or bankruptcy Sch 4 s 224A
declarations of interest by director Sch 4 s 231(10)
minutes Sch 4 s 255A
record of decision treated as resolution Sch 4 s 255A
service on Sch 4 s 220(4A), Sch 4 s 363(3A)
synchronisation of financial years Sch 4 s 290(5)
Shares
beneficial ownership, register of notices see Register of notices
of beneficial ownership
buy-backs see Buy-backs of shares
buying and selling Sch 3 6.5, Sch 3 10.3
classes Sch 3 6.2
buy-backs, variation of class rights Sch 1 s 206K
voting rights Sch 3 6.4
issue of Sch 3 3.5
non-beneficial ownership details, register of members Sch 5
s 216B(5), (6)
notification of allotment to ASC Sch 3 4.4
redeemable preference shares
buy-back provisions inapplicable Sch 1 s 206B
register of members, details Sch 5 s 216B(3)
joint shareholders Sch 5 s 216B(8)
Share premium account
buy-backs of shares Sch 2 s 191(2)(ea)
"Shelf" companies Sch 3 3.1
Single director/shareholder companies
accounts and audit
directors' reports Sch 4 s 310(3)
directors' statements Sch 4 s 303(3)
supporting statement - relief application Sch 4 s 313(3)
death, mental incapacity or bankruptcy Sch 4 s 224A
declarations of interest by Sch 4 s 231(10)
minutes Sch 4 s 255A(3), (5)
record of decision treated as resolution Sch 4 s 255A
record of declaration treated as declaration at meeting Sch 4
s 255A
service on Sch 4 s 220(4A)
single director sufficient Sch 4 s 221(1)
single shareholder sufficient Sch 3 3.2, Sch 3 6, Sch 4
s 114(1)
synchronisation of financial years Sch 4 s 290(5)
Small business guide
accounts and audit
large proprietary companies Sch 3 9.3
small proprietary companies
"accounting records", meaning Sch 3 9.2
formal accounts preparation Sch 3 9.3
small/large distinction Sch 3 9.1
ACN
allocation by ASC Sch 3 3.3
use of Sch 3 4.1
allotment of shares, notification Sch 3 4.4
annual fee Sch 3 4.3
annual return Sch 3 4.2
buying and selling shares Sch 3 6.5, Sch 3 10.3
charges over company assets Sch 3 7
classes of shares Sch 3 6.2
voting rights Sch 3 6.4
common seal Sch 3 3.3
use of Sch 3 4.1
directors
appointments Sch 3 5.2
consent to act as Sch 3 5.1
duties Sch 3 5.3
initial appointments Sch 3 3.6
notice of change in Sch 3 4.4
notice of change of address Sch 3 4.4
persons who may be Sch 3 5.1
removal Sch 3 5.1
residency requirements Sch 3 5.1
resignation Sch 3 5.1
disagreements within company
buy-backs of shares Sch 3 10.2
minority shareholders' remedies Sch 3 10.1
selling shares Sch 3 10.3
funding company operations Sch 3 7
general Sch 3 s 111J
incorporation

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procedure Sch 3 3.2
incorporation, effects
acts of company through natural persons Sch 3 1.6
assumptions by outsiders dealing with company Sch 3 1.7
continuous existence Sch 3 1.5
directors' personal liability
guarantees and third party mortgages Sch 3 1.4
insolvent trading Sch 3 1.3
powers of an individual Sch 3 1.1
separate legal entity Sch 3 1.1
shareholders' limited liability Sch 3 1.2
who may contract for company Sch 3 1.6
liquidators Sch 3 , 11.3, 11.4
loans to company Sch 3 7
meetings of shareholders Sch 3 6.3
mortgages over company assets Sch 3 7
name of company Sch 3 3.3
use of Sch 3 4.1
order of payment of debts Sch 3 11.5
pre-incorporation contracts Sch 3 3.4
proprietary company structure suitable Sch 3 2.1
"Pty Ltd", use of Sch 3 3.3
receivers Sch 3 11.2
receivers and managers Sch 3 11.2
register of charges Sch 3 4.4
registered office Sch 3 3.8
notification of changes to ASC Sch 3 4.4
registers, notice of changes in locations Sch 3 4.4
registration of companies Sch 3 3.2
cancellation Sch 3 11.6
returns to shareholders
buy-backs of shares Sch 3 8.2
distribution on winding up Sch 3 8.3
dividends Sch 3 8.1
secretaries Sch 3 5.4
directors as Sch 3 3.7
initial appointments Sch 3 3.7
notice of change in Sch 3 4.4
notice of change of address Sch 3 4.4
share issues Sch 3 3.5
shareholders
becoming a shareholder Sch 3 6.1
ceasing to be a shareholder Sch 3 6.1
meetings Sch 3 6.3
minimum number for proprietary companies Sch 3 6
"shelf" companies Sch 3 3.1
voluntary administration Sch 3 11.1
winding up Sch 3 11.3
Small proprietary companies
accounts and audit
accounting records
meaning Sch 3 9.2
obligation to keep Sch 4 s 283C(2)
auditor, appointment Sch 4 s 325
ASC request Sch 4 s 283C(7), Sch 4 s 317
foreign control, not covered by consolidated accounts Sch 4
s 283B
financial statements and reports to eligible persons Sch 4
s 315(3A)
shareholder request Sch 4 s 283C(3),
financial statements and reports to eligible persons
Sch 4 s 315(3A)
definition Sch 3 9.1, Sch 4 s 9, Sch 4 s 45A(2),
Special resolutions
alteration of memorandum Sch 4 s 171(3)
selective buy-backs Sch 1 s 206E(1)
75% or more shareholder approval Sch 3 1.6
Stock
register of members, details Sch 5 s 216B(4)
Substantial shareholdings
see also Takeovers; 10% in 12 months limit notification
requirements Sch 2 s 42A(2)
register of Sch 6 s 715
Synchronisation of financial years Sch 4 s 290(5)
Table of share buy-back provisions Sch 1 s 206C(1)
Takeovers
see also Substantial shareholdings; 10% in 12 months limit
buy-backs of shares Sch 1 s 206K, Sch 2 s 42A, Sch 2 s 632A
unacceptable circumstances, reference to
Panel Sch 1 s 206K, Sch 2 s 732(1)(e)
10% in 12 months limit
see also Substantial shareholdings; Takeovers
definition Sch 1 s 206C(4)
documents to be lodged with ASC Sch 1 s 206D(3)
exceeding, explained Sch 1 s 206C(5)
information to accompany notice of meeting Sch 1 s 206D(2)
ordinary resolution required when exceeded Sch 1 s 206D(1)
Third party mortgages by directors Sch 3 1.4
Transfer of bought-back shares to company Sch 1 s 206I(2)
Unacceptable circumstances in acquisition of shares Sch 1
s 206K, Sch 2 s 732(1)(e)
Unanimous informal consent Sch 3 1.6, Sch 4 s 255(1)
Unanimous resolutions
selective buy-backs Sch 1 s 206E(1)
Voluntary administration Sch 3 11.1
Voluntary winding up Sch 3 11.3
proprietary companies
liquidator, persons who may be Sch 4 s 532(4)
Voting share
definition Sch 2 s 9
Winding up Sch 3 11.3
buy-backs of shares
disclaimer of onerous property Sch 2 s 568(1AA)
proof of debt by selling shareholder Sch 2 s 553AA
ranking of claim by selling shareholder Sch 2 s 563AA
distribution of assets on Sch 3 8.3
effect of Sch 4 s 494
grounds Sch 4 s 461