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Corporations Act 2001
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C2019C00216 (C95)
01 July 2019
-
17 February 2020
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Volume 1
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Chapter 1—Introductory
Part 1.1—Preliminary
1 Short title
2 Commencement
3 Constitutional basis for this Act
4 Referring States
5 General territorial application of Act
5A Application to the Crown
5B ASIC has general administration of this Act
5C Application of the Acts Interpretation Act 1901
Part 1.1A—Interaction between Corporations legislation and State and Territory laws
5D Coverage of Part
5E Concurrent operation intended
5F Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter
5G Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws
5H Registration of body as company on basis of State or Territory law
5I Regulations may modify operation of the Corporations legislation to deal with interaction between that legislation and State and Territory laws
Part 1.2—Interpretation
Division 1—General
6 Effect of this Part
7 Location of other interpretation provisions
9 Dictionary
9AA Certain family relationships
9A Meaning of rights issue
9B Meaning of remuneration recommendation
Division 2—Associates
10 Effect of Division
11 Associates of bodies corporate
12 References in Chapters 6 to 6C, and other references relating to voting power and takeovers etc.
13 References in Chapter 7
15 General
16 Exclusions
17 Associates of composite person that carries on a financial services business
Division 3—Carrying on business
18 Carrying on business: otherwise than for profit
19 Businesses of a particular kind
20 Carrying on a business: alone or together with others
21 Carrying on business in Australia or a State or Territory
Division 5A—Types of company
45A Proprietary companies
45B Small companies limited by guarantee
Division 6—Subsidiaries and related bodies corporate
46 What is a subsidiary
47 Control of a body corporate’s board
48 Matters to be disregarded
49 References in this Division to a subsidiary
50 Related bodies corporate
50AAA Associated entities
50AA Control
Division 6A—Security interests
51 Meaning of PPSA security interest
51A Meaning of security interest
51B Meaning of secured party
51C Meaning of circulating security interest
51D Meaning of possessory security interest
51E Meaning of secured creditor
51F Meaning of PPSA retention of title property
Division 6B—Mutual entities
51M Mutual entities
Division 7—Interpretation of other expressions
52 Doing acts
52A Signing
53 Affairs of a body corporate
53AA Business affairs of a body corporate
53AB Business affairs of a natural person
53AC Business affairs of a partnership
53AD Business affairs of a trust
57 Classes of shares or interests in managed investment schemes
57A Meaning of corporation
58AA Meaning of court and Court
58B Discharge of obligations under this Act
59 Debentures as consideration for acquisition of shares
60 Declaration of relevant relationships
64 Entering into a transaction in relation to shares or securities
64A Entities
64B Entities connected with a corporation
65 Eligible money market dealer
66A Exempt bodies
70 Extension of period for doing an act
73A When a court is taken to find a person guilty of an offence
75 Inclusion in official list
79 Involvement in contraventions
80 Jervis Bay Territory taken to be part of the Australian Capital Territory
82 Offers and invitations to the public
83 Officers, and other persons, in default
86 Possession
88A Public document of a body corporate
88B Qualified accountants
89 Qualified privilege
90 Receivers and managers
91 Relation back day
92 Securities
95A Solvency and insolvency
Division 8—Miscellaneous interpretation rules
100 Address of registered office etc.
100A Operation of certain laws relating to instruments on which stamp duty has not been paid
101 Amount of stock representing a number of shares
102 Applications to be in writing
102B In Australia or elsewhere, in this jurisdiction or elsewhere etc.
102C In Australia
103 Effect of certain contraventions of this Act
104 Effect of provisions empowering a person to require or prohibit conduct
105 Calculation of time
106 Performance of functions by Commission delegate
107 Notice in relation to top 20 members of a class
108 Parts of dollar to be disregarded in determining majority in value of creditors etc.
109 References to persons, things and matters
109X Service of documents
Part 1.2A—Disclosing entities
Division 1—Object of Part
111AA Object of Part
Division 2—Definitions
111AB Terms defined in Division
111AC Disclosing entity
111AD ED securities
111AE Securities of bodies or undertakings included in a licensed market’s official list
111AF Securities (except debentures and managed investment products) held by 100 or more persons
111AFA Managed investment products held by 100 or more persons
111AFB Foreign passport fund products held by 100 or more persons
111AG Securities issued as consideration for an acquisition under an off market takeover bid or Part 5.1 compromise or arrangement
111AH When a person holds securities for the purposes of sections 111AF, 111AFA, 111AFB and 111AG
111AI Debentures
111AJ Regulations may declare securities not to be ED securities
111AK ED securities of a disclosing entity
111AL Listed or unlisted disclosing entity
111AM Quoted ED securities
Division 3—Significance of being a disclosing entity
111AN Division contains outline of significance of being a disclosing entity
111ANA Requirements relating to remuneration recommendations in relation to key management personnel
111AO Accounting requirements
111AP Continuous disclosure requirements
111AQ Prospectus relief
111AQA Product Disclosure Statement relief
Division 4—Exemptions and modifications
111AR Meaning of disclosing entity provisions
111AS Exemptions by regulations
111AT Exemptions by ASIC
111AU Enforcing conditions of exemptions
111AV Modifications by regulations
111AW Exemptions and modifications have effect
111AX Effect of Division
Part 1.4—Technical provisions about aids for readers
111J Small business guide
Part 1.5—Small business guide
1 What registration means
2 The company structure for small business
3 Setting up a new company
4 Continuing obligations after the company is set up
5 Company directors and company secretaries
6 Shares and shareholders
7 Signing company documents
8 Funding the company’s operations
9 Returns to shareholders
10 Annual financial reports and audit
11 Disagreements within the company
12 Companies in financial trouble
Part 1.6—Interaction with Australian Charities and Not for profits Commission Act 2012
111K Bodies corporate registered under the Australian Charities and Not for profits Commission Act 2012
111L Provisions not applicable to the body corporate
111M Member approval
111N Notices
111P Annual general meetings
111Q Presumptions to be made in recovery proceedings
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Chapter 2A—Registering a company
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Part 2A.1—What companies can be registered
112 Types of companies
113 Proprietary companies
114 Minimum of 1 member
115 Restrictions on size of partnerships and associations
116 Trade unions cannot be registered
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Part 2A.2—How a company is registered
117 Applying for registration
118 ASIC gives company ACN, registers company and issues certificate
119 Company comes into existence on registration
119A Jurisdiction of incorporation and jurisdiction of registration
120 Members, directors and company secretary of a company
121 Registered office
122 Expenses incurred in promoting and setting up company
123 Company may have common seal
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Chapter 2B—Basic features of a company
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Part 2B.1—Company powers and how they are exercised
124 Legal capacity and powers of a company
125 Constitution may limit powers and set out objects
126 Agent exercising a company’s power to make contracts
127 Execution of documents (including deeds) by the company itself
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Part 2B.2—Assumptions people dealing with companies are entitled to make
128 Entitlement to make assumptions
129 Assumptions that can be made under section 128
130 Information available to the public from ASIC does not constitute constructive notice
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Part 2B.3—Contracts before registration
131 Contracts before registration
132 Person may be released from liability but is not entitled to indemnity
133 This Part replaces other rights and liabilities
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Part 2B.4—Replaceable rules and constitution
134 Internal management of companies
135 Replaceable rules
136 Constitution of a company
137 Date of effect of adoption, modification or repeal of constitution
138 ASIC may direct company to lodge consolidated constitution
139 Company must send copy of constitution to member
140 Effect of constitution and replaceable rules
141 Table of replaceable rules
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Part 2B.5—Registered office and places of business
142 Registered office
143 ASIC may change address of registered office to a director’s address
144 Company’s name must be displayed at registered office etc.
145 Opening hours of registered office of public company
146 Change of address of principal place of business
146A Contact address
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Part 2B.6—Names
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Division 1—Selecting and using a name
147 When a name is available
148 A company’s name
149 Acceptable abbreviations
150 Exception to requirement for using “Limited” in name
151 Exception to requirement for using “Limited” in name—pre existing licences
152 Reserving a name
153 Using a name and ACN on documents
154 Exception to requirement to have ACN on receipts
155 Regulations may exempt from requirement to set out information on documents
156 Carrying on business using “Limited”, “No Liability” or “Proprietary” in name
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Division 2—Changing a company’s name
157 Company changing its name
157A Change of name of company under external administration
158 ASIC’s power to direct company to change its name
159 ASIC’s power to include “Limited” in company’s name
160 ASIC must issue new certificate if company’s name changes
161 Effect of name change
161A Company under external administration—former name to be used on documents
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Part 2B.7—Changing company type
162 Changing company type
163 Applying for change of type
164 ASIC changes type of company
165 ASIC may direct a proprietary company to change to a public company in certain circumstances
166 Effect of change of type
167 Issue of shares by company or holding company—company limited by guarantee changing to company limited by shares
167AA Application of Part to company limited both by shares and by guarantee
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Part 2B.8—Mutual capital instruments (MCIs)
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Division 1—Preliminary
167AB Simplified outline of this Part
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Division 2—MCI mutual entities and MCIs
167AC Meaning of MCI mutual entity
167AD Meaning of MCI
167AE MCI requirements—class rights
167AF MCI requirements—other requirements
167AG MCIs must be cancelled before MCI mutual entity demutualises
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Division 3—Special procedure for amending constitution of mutual entity that proposes to issue MCIs
167AH Purpose and application of this Division
167AI MCI amendment resolution
167AJ Procedure for MCI amendment resolution
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Chapter 2C—Registers
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Part 2C.1—Registers generally
167A Who is covered by this Chapter
168 Registers to be maintained
169 Register of members
170 Register of option holders and copies of options documents
171 Register of debenture holders
172 Location of registers
173 Right to inspect and get copies
174 Agent’s obligations
175 Correction of registers
176 Evidentiary value of registers
177 Use of information on registers
178 Overseas branch registers—companies
178AA Overseas branch registers—Australian passport funds
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Part 2C.2—Notice by proprietary companies of changes to member register
178A Notice of change to member register
178B Top 20 only
178C Notice of change to share structure
178D Time within which ASIC must be notified
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Chapter 2D—Officers and employees
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Part 2D.1—Duties and powers
179 Background to duties of directors, other officers and employees
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Division 1—General duties
180 Care and diligence—civil obligation only
181 Good faith—civil obligations
182 Use of position—civil obligations
183 Use of information—civil obligations
184 Good faith, use of position and use of information—criminal offences
185 Interaction of sections 180 to 184 with other laws etc.
186 Territorial application of sections 180 to 184
187 Directors of wholly owned subsidiaries
188 Responsibility of secretaries etc. for certain corporate contraventions
189 Reliance on information or advice provided by others
190 Responsibility for actions of delegate
190A Limited application of Division to registrable Australian bodies
190B Division does not apply to Aboriginal and Torres Strait Islander corporations
190C Division does not apply in relation to notified foreign passport funds or their operators
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Division 2—Disclosure of, and voting on matters involving, material personal interests
191 Material personal interest—director’s duty to disclose
192 Director may give other directors standing notice about an interest
193 Interaction of sections 191 and 192 with other laws etc.
194 Voting and completion of transactions—directors of proprietary companies (replaceable rule—see section 135)
195 Restrictions on voting—directors of public companies only
196 ASIC power to make declarations and class orders
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Division 3—Duty to discharge certain trust liabilities
197 Directors liable for debts and other obligations incurred by corporation as trustee
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Division 4—Powers
198A Powers of directors (replaceable rule—see section 135)
198B Negotiable instruments (replaceable rule—see section 135)
198C Managing director (replaceable rule—see section 135)
198D Delegation
198E Single director/shareholder proprietary companies
198F Right of access to company books
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Division 5—Exercise of powers while company under external administration
198G Exercise of powers while company under external administration
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Part 2D.2—Restrictions on indemnities, insurance and termination payments
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Division 1—Indemnities and insurance for officers and auditors
199A Indemnification and exemption of officer or auditor
199B Insurance premiums for certain liabilities of director, secretary, other officer or auditor
199C Certain indemnities, exemptions, payments and agreements not authorised and certain documents void
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Division 2—Termination payments
200 Interpreting this Division
200AA Meaning of managerial or executive office
200AB Meaning of benefit
200A When benefit given in connection with retirement from an office or position
200B Retirement benefits generally need membership approval
200C Benefits on transfer of undertaking or property need membership approval
200D Contravention to receive benefit without member approval
200E Approval by members
200F Exempt benefits and benefits given in certain circumstances
200G Genuine payments of pension and lump sum
200H Benefits required by law
200J Benefits to be held on trust and repaid
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Part 2D.3—Appointment, remuneration and cessation of appointment of directors
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Division 1—Appointment of directors
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Subdivision A—General rules
201A Minimum number of directors
201B Who can be a director
201D Consent to act as director
201E Special rules for the appointment of public company directors
201F Special rules for the appointment of directors for single director/single shareholder proprietary companies
201G Company may appoint a director (replaceable rule—see section 135)
201H Directors may appoint other directors (replaceable rule—see section 135)
201J Appointment of managing directors (replaceable rule—see section 135)
201K Alternate directors (replaceable rule—see section 135)
201L Signpost—ASIC to be notified of appointment
201M Effectiveness of acts by directors
Subdivision B—Limits on numbers of directors of public companies
201N Application of Subdivision
201P Directors must not set board limit unless proposed limit has been approved by general meeting
201Q Requirements for explanatory statement to members
201R Records of voting on board limit resolution if poll demanded
201S Notice of resolution to be lodged
201T Declaration by court of substantial compliance
201U Consequences of setting board limit in breach of section 201P
Division 2—Remuneration of directors
202A Remuneration of directors (replaceable rule—see section 135)
202B Members may obtain information about directors’ remuneration
202C Special rule for single director/single shareholder proprietary companies
Division 3—Resignation, retirement or removal of directors
203A Director may resign by giving written notice to company (replaceable rule—see section 135)
203B Signpost to consequences of disqualification from managing corporations
203C Removal by members—proprietary companies (replaceable rule—see section 135)
203D Removal by members—public companies
203E Director cannot be removed by other directors—public companies
203F Termination of appointment of managing director (replaceable rule—see section 135)
Part 2D.4—Appointment of secretaries
204A Minimum number of secretaries
204B Who can be a secretary
204C Consent to act as secretary
204D How a secretary is appointed
204E Effectiveness of acts by secretaries
204F Terms and conditions of office for secretaries (replaceable rule—see section 135)
204G Signpost to consequences of disqualification from managing corporations
Part 2D.5—Public information about directors and secretaries
205A Director, secretary or alternate director may notify ASIC of resignation or retirement
205B Notice of name and address of directors and secretaries to ASIC
205C Director and secretary must give information to company
205D Address for officers
205E ASIC’s power to ask for information about person’s position as director or secretary
205F Director must give information to company
205G Listed company—director to notify market operator of shareholdings etc.
Part 2D.6—Disqualification from managing corporations
206A Disqualified person not to manage corporations
206B Automatic disqualification—convictions, bankruptcy and foreign court orders etc.
206BA Extension of period of automatic disqualification under section 206B
206C Court power of disqualification—contravention of civil penalty provision
206D Court power of disqualification—insolvency and non payment of debts
206E Court power of disqualification—repeated contraventions of Act
206EAA Court power of disqualification—disqualification under a law of a foreign jurisdiction
206EAB Court power of disqualification—unrecovered payments under employee entitlements scheme
206EA Disqualification under the Competition and Consumer Act 2010 etc.
206EB Disqualification under the ASIC Act
206F ASIC’s power of disqualification
206GAA ASIC’s power of disqualification—unrecovered payments under employee entitlements scheme
206GAB ASIC power to grant leave
206G Court power to grant leave
206GA Involvement of ACCC—leave orders under section 206G
206H Limited application of Part to foreign companies
206HAA Limited application of Part to notified foreign passport funds and their operators
206HA Limited application of Part to registrable Australian bodies
206HB Part does not apply to Aboriginal and Torres Strait Islander corporations
Part 2D.7—Ban on hedging remuneration of key management personnel
206J No hedging of remuneration of key management personnel
Part 2D.8—Remuneration recommendations in relation to key management personnel for disclosing entities
206K Board to approve remuneration consultants
206L Remuneration recommendation by remuneration consultants
206M Declaration by remuneration consultant
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Chapter 2E—Related party transactions
207 Purpose
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Part 2E.1—Member approval needed for related party benefit
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Division 1—Need for member approval
208 Need for member approval for financial benefit
209 Consequences of breach
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Division 2—Exceptions to the requirement for member approval
210 Arm’s length terms
211 Remuneration and reimbursement for officer or employee
212 Indemnities, exemptions, insurance premiums and payment for legal costs for officers
213 Small amounts given to related entity
214 Benefit to or by closely held subsidiary
215 Benefits to members that do not discriminate unfairly
216 Court order
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Division 3—Procedure for obtaining member approval
217 Resolution may specify matters by class or kind
218 Company must lodge material that will be put to members with ASIC
219 Requirements for explanatory statement to members
220 ASIC may comment on proposed resolution
221 Requirements for notice of meeting
222 Other material put to members
223 Proposed resolution cannot be varied
224 Voting by or on behalf of related party interested in proposed resolution
225 Voting on the resolution
226 Notice of resolution to be lodged
227 Declaration by court of substantial compliance
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Part 2E.2—Related parties and financial benefits
228 Related parties
229 Giving a financial benefit
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Part 2E.3—Interaction with other rules
230 General duties still apply
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Chapter 2F—Members’ rights and remedies
231 Membership of a company
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Part 2F.1—Oppressive conduct of affairs
232 Grounds for Court order
233 Orders the Court can make
234 Who can apply for order
235 Requirement for person to lodge order
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Part 2F.1A—Proceedings on behalf of a company by members and others
236 Bringing, or intervening in, proceedings on behalf of a company
237 Applying for and granting leave
238 Substitution of another person for the person granted leave
239 Effect of ratification by members
240 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
241 General powers of the Court
242 Power of the Court to make costs orders
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Part 2F.2—Class rights
246B Varying and cancelling class rights
246C Certain actions taken to vary rights etc.
246D Variation, cancellation or modification without unanimous support of class
246E Variation, cancellation or modification with unanimous support of class
246F Company must lodge documents and resolutions with ASIC
246G Member’s copies of documents and resolutions
246H Application of this Part to MCI mutual entities that are companies limited by guarantee
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Part 2F.3—Inspection of books
247A Order for inspection of books of company or registered scheme
247B Ancillary orders
247C Disclosure of information acquired in inspection
247D Company or directors may allow member to inspect books (replaceable rule see section 135)
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Part 2F.4—Proceedings against a company by members and others
247E Shareholding does not prevent compensation claim
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Chapter 2G—Meetings
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Part 2G.1—Directors’ meetings
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Division 1—Resolutions and declarations without meetings
248A Circulating resolutions of companies with more than 1 director (replaceable rule see section 135)
248B Resolutions and declarations of 1 director proprietary companies
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Division 2—Directors’ meetings
248C Calling directors’ meetings (replaceable rule see section 135)
248D Use of technology
248E Chairing directors’ meetings (replaceable rule see section 135)
248F Quorum at directors’ meetings (replaceable rule see section 135)
248G Passing of directors’ resolutions (replaceable rule see section 135)
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Part 2G.2—Meetings of members of companies
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Division 1—Resolutions without meetings
249A Circulating resolutions of proprietary companies with more than 1 member
249B Resolutions of 1 member companies
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Division 2—Who may call meetings of members
249C Calling of meetings of members by a director (replaceable rule—see section 135)
249CA Calling of meetings of members of a listed company by a director
249D Calling of general meeting by directors when requested by members
249E Failure of directors to call general meeting
249F Calling of general meetings by members
249G Calling of meetings of members by the Court
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Division 3—How to call meetings of members
249H Amount of notice of meetings
249HA Amount of notice of meetings of listed company
249J Notice of meetings of members to members and directors
249K Auditor entitled to notice and other communications
249L Contents of notice of meetings of members
249LA Notice of meeting not required to contain certain information
249M Notice of adjourned meetings (replaceable rule—see section 135)
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Division 4—Members’ rights to put resolutions etc. at general meetings
249N Members’ resolutions
249O Company giving notice of members’ resolutions
249P Members’ statements to be distributed
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Division 5—Holding meetings of members
249Q Purpose
249R Time and place for meetings of members
249S Technology
249T Quorum (replaceable rule—see section 135)
249U Chairing meetings of members (replaceable rule—see section 135)
249V Auditor’s right to be heard at general meetings
249W Adjourned meetings
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Division 6—Proxies and body corporate representatives
249X Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies—see section 135)
249Y Rights of proxies
249Z Company sending appointment forms or lists of proxies must send to all members
250A Appointing a proxy
250B Proxy documents
250BA Proxy documents—listed companies
250BB Proxy vote if appointment specifies way to vote
250BC Transfer of non chair proxy to chair in certain circumstances
250BD Proxy voting by key management personnel or closely related parties
250C Validity of proxy vote
250D Body corporate representative
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Division 7—Voting at meetings of members
250E How many votes a member has (replaceable rule—see section 135)
250F Jointly held shares (replaceable rule—see section 135)
250G Objections to right to vote (replaceable rule—see section 135)
250H Votes need not all be cast in the same way
250J How voting is carried out (replaceable rule—see section 135)
250K Matters on which a poll may be demanded
250L When a poll is effectively demanded
250M When and how polls must be taken (replaceable rule—see section 135)
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Division 8—AGMs of public companies
250N Public company must hold AGM
250P Extension of time for holding AGM
250PAA Exemptions by ASIC—class orders relating to externally administered companies
250PAB Exemptions by ASIC—individual externally administered companies
250PA Written questions to auditor submitted by members of listed company before AGM
250R Business of AGM
250RA Auditor required to attend listed company’s AGM
250S Questions and comments by members on company management at AGM
250SA Listed company—remuneration report
250T Questions by members of auditors at AGM
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Division 9—Meetings arising from concerns about remuneration reports
250U Application
250V Resolution to hold fresh elections for directors at special meeting to be put to vote at AGM
250W Consequences of spill resolution being passed
250X Ensuring there are at least 3 directors after spill meeting
250Y Term of office of director reappointed at spill meeting
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Part 2G.3—Minutes and members’ access to minutes
251A Minutes
251AA Disclosure of proxy votes—listed companies
251B Members’ access to minutes
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Part 2G.4—Meetings of members of registered schemes
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Division 1—Who may call meetings of members
252A Calling of meetings of members by responsible entity
252B Calling of meetings of members by responsible entity when requested by members
252C Failure of responsible entity to call meeting of the scheme’s members
252D Calling of meetings of members by members
252E Calling of meetings of members by the Court
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Division 2—How to call meetings of members
252F Amount of notice of meetings
252G Notice of meetings of members to members, directors and auditors
252H Auditors entitled to other communications
252J Contents of notice of meetings of members
252K Notice of adjourned meetings
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Division 3—Members’ rights to put resolutions etc. at meetings of members
252L Members’ resolutions
252M Responsible entity giving notice of members’ resolutions
252N Members’ statements to be distributed
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Division 4—Holding meetings of members
252P Time and place for meetings of members
252Q Technology
252R Quorum
252S Chairing meetings of members
252T Auditors’ right to be heard at meetings of members
252U Adjourned meetings
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Division 5—Proxies and body corporate representatives
252V Who can appoint a proxy
252W Rights of proxies
252X Responsible entity sending appointment forms or lists of proxies must send to all members
252Y Appointing a proxy
252Z Proxy documents
253A Validity of proxy vote
253B Body corporate representative
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Division 6—Voting at meetings of members
253C How many votes a member has
253D Jointly held interests
253E Responsible entity and associates cannot vote if interested in resolution
253F How to work out the value of an interest
253G Objections to a right to vote
253H Votes need not all be cast in the same way
253J How voting is carried out
253K Matters on which a poll may be demanded
253L When a poll is effectively demanded
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Division 7—Minutes and members’ access to minutes
253M Minutes
253N Members’ access to minutes
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Chapter 2H—Shares
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Part 2H.1—Issuing and converting shares
254A Power to issue bonus, partly paid, preference and redeemable preference shares
254B Terms of issue
254C No par value shares
254D Pre emption for existing shareholders on issue of shares in proprietary company (replaceable rule—see section 135)
254E Court validation of issue
254F Bearer shares and stock must not be issued
254G Conversion of shares
254H Resolution to convert shares into larger or smaller number
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Part 2H.2—Redemption of redeemable preference shares
254J Redemption must be in accordance with terms of issue
254K Other requirements about redemption
254L Consequences of contravening section 254J or 254K
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Part 2H.3—Partly paid shares
254M Liability on partly paid shares
254N Calls may be limited to when company is externally administered
254P No liability companies—calls on shares
254Q No liability companies—forfeiture and sale of shares for failure to meet call
254R No liability companies—redemption of forfeited shares
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Part 2H.4—Capitalisation of profits
254S Capitalisation of profits
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Part 2H.5—Dividends
254SA Companies limited by guarantee not to pay dividends
254T Circumstances in which a dividend may be paid
254U Other provisions about paying dividends (replaceable rule—see section 135)
254V When does the company incur a debt?
254W Dividend rights
254WA Application of this Part to MCI mutual entities
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Part 2H.6—Notice requirements
254X Notice to ASIC of share issue
254Y Notice to ASIC of share cancellation
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Chapter 2J—Transactions affecting share capital
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Part 2J.1—Share capital reductions and share buy backs
256A Purpose
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Division 1—Reductions in share capital not otherwise authorised by law
256B Company may make reduction not otherwise authorised
256C Shareholder approval
256D Consequences of failing to comply with section 256B
256E Signposts to other relevant provisions
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Division 2—Share buy backs
257A The company’s power to buy back its own shares
257B Buy back procedure—general
257C Buy back procedure—shareholder approval if the 10/12 limit exceeded
257D Buy back procedure—special shareholder approval for selective buy back
257E Buy back procedure—lodgment of offer documents with ASIC
257F Notice of intended buy back
257G Buy back procedure—disclosure of relevant information when offer made
257H Acceptance of offer and transfer of shares to the company
257J Signposts to other relevant provisions
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Division 3—Other share capital reductions
258A Unlimited companies
258B Right to occupy or use real property
258C Brokerage or commission
258D Cancellation of forfeited shares
258E Other share cancellations
258F Reductions because of lost capital
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Division 4—Application of this Part to MCI mutual entities
258G Application of this Part to MCI mutual entities
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Part 2J.2—Self acquisition and control of shares
259A Directly acquiring own shares
259B Taking security over own shares or shares in holding company
259C Issuing or transferring shares to controlled entity
259D Company controlling entity that holds shares in it
259E When a company controls an entity
259F Consequences of failing to comply with section 259A or 259B
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Part 2J.3—Financial assistance
260A Financial assistance by a company for acquiring shares in the company or a holding company
260B Shareholder approval
260C Exempted financial assistance
260D Consequences of failing to comply with section 260A
260DA Application of this Part to MCI mutual entities
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Part 2J.4—Interaction with general directors’ duties
260E General duties still apply
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Volume 2
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Chapter 2L—Debentures
Part 2L.1—Requirement for trust deed and trustee
283AA Requirement for trust deed and trustee
283AB Trust deed
283AC Who can be a trustee
283AD Existing trustee continues to act until new trustee takes office
283AE Replacement of trustee
Part 2L.2—Duties of borrower
283BA Duties of borrower
283BB General duties
283BC Duty to notify ASIC of information related to trustee
283BCA Register relating to trustees for debenture holders
283BD Duty to replace trustee
283BE Duty to inform trustee about security interests
283BF Duty to give trustee and ASIC quarterly reports
283BG Exceptions to borrower’s duty to report to trustee and ASIC
283BH How debentures may be described
283BI Offences for failure to comply with statutory duties
Part 2L.3—Duties of guarantor
283CA Duties of guarantor
283CB General duties
283CC Duty to inform trustee about security interests
283CD Exceptions to guarantor’s duty to inform trustee
283CE Offences for failure to comply with statutory duties
Part 2L.4—Trustee
283DA Trustee’s duties
283DB Exemptions and indemnifications of trustee from liability
283DC Indemnity
Part 2L.5—Meetings of debenture holders
283EA Borrower’s duty to call meeting
283EB Trustee’s power to call meeting
283EC Court may order meeting
Part 2L.6—Civil liability
283F Civil liability for contravening this Chapter
Part 2L.7—ASIC powers
283GA ASIC’s power to exempt and modify
283GB ASIC may approve body corporate to be trustee
Part 2L.8—Court
283HA General Court power to give directions and determine questions
283HB Specific Court powers
Part 2L.9—Location of other debenture provisions
283I Signpost to other debenture provisions
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Chapter 2M—Financial reports and audit
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Part 2M.1—Overview
285 Overview of obligations under this Chapter
285A Overview of obligations of companies limited by guarantee
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Part 2M.2—Financial records
286 Obligation to keep financial records
287 Language requirements
288 Physical format
289 Place where records are kept
290 Director access
291 Signposts to other relevant provisions
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Part 2M.3—Financial reporting
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Division 1—Annual financial reports and directors’ reports
292 Who has to prepare annual financial reports and directors’ reports
293 Small proprietary company—shareholder direction
294 Small proprietary company—ASIC direction
294A Small company limited by guarantee—member direction
294B Small company limited by guarantee—ASIC direction
295 Contents of annual financial report
295A Declaration in relation to listed entity’s financial statements by chief executive officer and chief financial officer
296 Compliance with accounting standards and regulations
297 True and fair view
298 Annual directors’ report
299 Annual directors’ report—general information
299A Annual directors’ report—additional general requirements for listed entities
300 Annual directors’ report—specific information
300A Annual directors’ report—specific information to be provided by listed companies
300B Annual directors’ report—companies limited by guarantee
301 Audit of annual financial report
Division 2—Half year financial report and directors’ report
302 Disclosing entity must prepare half year financial report and directors’ report
303 Contents of half year financial report
304 Compliance with accounting standards and regulations
305 True and fair view
306 Half year directors’ report
Division 3—Audit and auditor’s report
307 Audit
307A Audit to be conducted in accordance with auditing standards
307B Audit working papers to be retained for 7 years
307C Auditor’s independence declaration
308 Auditor’s report on annual financial report
309 Auditor’s report on half year financial report
310 Auditor’s power to obtain information
311 Reporting to ASIC
312 Assisting auditor
313 Special provisions on audit of debenture issuers and guarantors
Division 4—Annual financial reporting to members
314 Annual financial reporting by companies, registered schemes and disclosing entities to members
314A Annual financial reporting by notified foreign passport funds to Australian members
315 Deadline for reporting to members
316 Choices for members of companies, registered schemes or disclosing entities
316AA Choices for Australian members of notified foreign passport funds
316A Annual financial reporting to members of companies limited by guarantee
317 Consideration of reports at AGM
318 Additional reporting by debenture issuers
Division 5—Lodging reports with ASIC
319 Lodgment of annual reports with ASIC
320 Lodgment of half year reports with ASIC
321 ASIC power to require lodgment
322 Relodgment if financial statements or directors’ reports amended after lodgment
Division 6—Special provisions about consolidated financial statements
323 Directors and officers of controlled entity to give information
323A Auditor’s power to obtain information from controlled entity
323B Controlled entity to assist auditor
323C Application of Division to entity that has ceased to be controlled
Division 7—Financial years and half years
323D Financial years and half years for companies, registered schemes and disclosing entities
323DAA Financial years for notified foreign passport funds
Division 8—Disclosure by listed companies of information filed overseas
323DA Listed companies to disclose information filed overseas
Part 2M.4—Appointment and removal of auditors
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Division 1—Entities that may be appointed as an auditor for a company or registered scheme
324AA Individual auditors, audit firms and authorised audit companies
324AB Effect of appointing firm as auditor—general
324AC Effect of appointing firm as auditor—reconstitution of firm
324AD Effect of appointing company as auditor
324AE Professional members of the audit team
324AF Lead and review auditors
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Division 2—Registration requirements
324BA Registration requirements for appointment of individual as auditor
324BB Registration requirements for appointment of firm as auditor
324BC Registration requirements for appointment of company as auditor
324BD Exception from registration requirement for proprietary company
324BE Exception from registration requirement—reviewing financial reports of companies limited by guarantee
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Division 3—Auditor independence
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Subdivision A—General requirement
324CA General requirement for auditor independence—auditors
324CB General requirement for auditor independence—member of audit firm
324CC General requirement for auditor independence—director of audit company
324CD Conflict of interest situation
Subdivision B—Specific requirements
324CE Auditor independence—specific requirements for individual auditor
324CF Auditor independence—specific requirements for audit firm
324CG Auditor independence—specific requirements for audit company
324CH Relevant relationships
324CI Special rule for retiring partners of audit firms and retiring directors of authorised audit companies
324CJ Special rule for retiring professional member of audit company
324CK Multiple former audit firm partners or audit company directors
Subdivision C—Common provisions
324CL People who are regarded as officers of a company for the purposes of this Division
Division 4—Deliberately disqualifying auditor
324CM Deliberately disqualifying auditor
Division 5—Auditor rotation for listed companies
324DA Limited term for eligibility to play significant role in audit of a listed company or listed registered scheme
324DAA Directors may extend eligibility term
324DAB Requirements for directors to approve extension of eligibility term
324DAC Notifications about approval to extend eligibility term
324DAD Approval ineffective unless it complies with requirements
324DB Individual’s rotation obligation
324DC Audit firm’s rotation obligation
324DD Audit company’s rotation obligation
Division 6—Appointment, removal and fees of auditors for companies
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Subdivision A—Appointment of company auditors
325 Appointment of auditor by proprietary company
327A Public company auditor (initial appointment of auditor)
327B Public company auditor (annual appointments at AGMs to fill vacancies)
327C Public company auditor (appointment to fill casual vacancy)
327D Appointment to replace auditor removed from office
327E ASIC may appoint a company auditor if auditor removed but not replaced
327F ASIC’s general power to appoint a company auditor
327G Restrictions on ASIC’s powers to appoint a company auditor
327H Effect on appointment of public company auditor of company beginning to be controlled by a corporation
327I Remaining auditors may act during vacancy
328A Auditor’s consent to appointment
328B Nomination of auditor
328C Public company auditor (appointment of auditor when crowd sourced funding concession ends)
328D Public company auditor (appointment of auditor when $3 million raised using crowd sourced funding)
328E Crowd sourced funding—period of office
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Subdivision B—Removal and resignation of company auditors
329 Removal and resignation of auditors
330 Effect of winding up on office of auditor
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Subdivision C—Company auditors’ fees and expenses
331 Fees and expenses of auditors
Division 7—Appointment, removal and fees of auditors for registered schemes
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Subdivision A—Appointment of registered scheme auditors
331AAA Registered scheme auditor (initial appointment of auditor)
331AAB Registered scheme auditor (appointment to fill vacancy)
331AAC ASIC’s power to appoint registered scheme auditor
331AAD Remaining auditors may act during vacancy
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Subdivision B—Removal and resignation of registered scheme auditors
331AC Removal and resignation of auditors
331AD Effect of winding up on office of auditor
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Subdivision C—Fees and expenses of auditors
331AE Fees and expenses of auditors
Part 2M.4A—Annual transparency reports for auditors
332 Meaning of transparency reporting auditor and transparency reporting year
332A Transparency reporting auditors must publish annual transparency reports
332B Content of annual transparency report
332C Extension of period for publication of annual transparency report
332D Exemption orders—applications by transparency reporting auditors
332E Exemption orders—class orders for transparency reporting auditors
332F Exemption orders—criteria for orders
332G Offences by members of audit firm
Part 2M.5—Accounting and auditing standards
334 Accounting standards
335 Equity accounting
336 Auditing standards
337 Interpretation of accounting and auditing standards
338 Evidence of text of accounting standard or auditing standard
Part 2M.6—Exemptions and modifications
340 Exemption orders—companies, registered schemes and disclosing entities
340A Exemption orders—notified foreign passport funds
341 Exemption orders—class orders for companies, registered schemes and disclosing entities
341A Exemption orders—class orders for notified foreign passport funds
342 Exemption orders—criteria for orders for companies, registered schemes, notified foreign passport funds and disclosing entities
342AA Exemption orders—non auditor members and former members of audit firms; former employees of audit companies
342AB Exemption orders—class orders for non auditor members etc.
342AC Exemption orders—criteria for orders for non auditor members etc.
342A ASIC’s power to modify the operation of section 324DA
342B Auditor to notify company or registered scheme of section 342A declaration
343 Modification by regulations
343A Minister may apply the Chapter to notified foreign passport funds
Part 2M.7—Sanctions for contraventions of Chapter
344 Contravention of Part 2M.2 or 2M.3, or of certain provisions of Part 2M.4
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Chapter 2N—Updating ASIC information about companies, registered schemes and notified foreign passport funds
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Part 2N.1—Review date
345A Review date
345B Company, responsible entity or operator may change review date
345C When choice has effect
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Part 2N.2—Extract of particulars
346A ASIC must give an extract of particulars each year
346B ASIC may ask questions
346C Requirements in relation to an extract of particulars
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Part 2N.3—Solvency resolution
347A Directors must pass a solvency resolution after each review date
347B Notice to ASIC
347C Payment of review fee is taken to be a representation by the directors that the company is solvent
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Part 2N.4—Return of particulars
348A ASIC may give a return of particulars
348B ASIC may ask questions
348C ASIC may require a solvency resolution and statement
348D General requirements in relation to a return of particulars
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Part 2N.5—Notice by proprietary companies of changes to ultimate holding company
349A Proprietary companies must notify ASIC of changes to ultimate holding company
349B Another company becomes an ultimate holding company
349C A company ceases to be an ultimate holding company
349D Ultimate holding company changes its name
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Chapter 2P—Lodgments with ASIC
350 Forms for documents to be lodged with ASIC
351 Signing documents lodged with ASIC
352 Documents lodged with ASIC electronically
353 Electronic lodgment of certain documents
354 Telephone notice of certain changes
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Chapter 5—External administration
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Part 5.1—Arrangements and reconstructions
410 Interpretation
411 Administration of compromises etc.
412 Information as to compromise with creditors
413 Provisions for facilitating reconstruction and amalgamation of Part 5.1 bodies
414 Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
415 Notification of appointment of scheme manager and power of Court to require report
415A Outcome of voting at creditors’ meeting determined by related entity—Court powers
415B Interim order on application under section 415A
415C Order under section 415A does not affect act already done pursuant to resolution
415D Stay on enforcing rights merely because of a proceeding under this Part etc.
415E Lifting the stay
415F Order for rights to be enforceable only with leave of the Court
415FA Self executing provisions
415G When other laws prevail—certain other Commonwealth Acts
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Part 5.2—Receivers, and other controllers, of property of corporations
416 Definitions
417 Application of Part
418 Persons not to act as receivers
418A Court may declare whether controller is validly acting
419 Liability of controller
419A Liability of controller under pre existing agreement about property used by corporation
420 Powers of receiver
420A Controller’s duty of care in exercising power of sale
420B Court may authorise managing controller to dispose of property despite prior security interest
420C Receiver’s power to carry on corporation’s business during winding up
421 Managing controller’s duties in relation to bank accounts and financial records
421A Managing controller to report within 2 months about corporation’s affairs
422 Reports by receiver or managing controller
422A Annual return by controller
422B End of control return
422C Transfer of books to new controller
422D Transfer of books to ASIC etc.
423 Supervision of controller
424 Controller may apply to Court
425 Court’s power to fix receiver’s remuneration
426 Controller has qualified privilege in certain cases
427 Notification of matters relating to controller
428 Statement that receiver appointed or other controller acting
429 Officers to report to controller about corporation’s affairs
429A Special rules for scheme property
430 Controller may require reports
431 Controller may inspect books
432 Auditing returns by controllers
433 Property subject to circulating security interest—payment of certain debts to have priority
434 Enforcing controller’s duty to make returns
434A Court may remove controller for misconduct
434B Court may remove redundant controller
434C Effect of sections 434A and 434B
434D Appointment of 2 or more receivers of property of a corporation
434E Appointment of 2 or more receivers and managers of property of a corporation
434F Appointment of 2 or more controllers of property of a corporation
434G Appointment of 2 or more managing controllers of property of a corporation
434H Regulations may provide for reporting to ASIC
434J Stay on enforcing rights merely because of the appointment of a managing controller of a corporation’s property etc.
434K Lifting the stay
434L Order for rights to be enforceable only with leave of the Court
434LA Self executing provisions
434M When other laws prevail—certain other Commonwealth Acts
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Part 5.3A—Administration of a company’s affairs with a view to executing a deed of company arrangement
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Division 1—Preliminary
435A Object of Part
435B Definitions
435C When administration begins and ends
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Division 2—Appointment of administrator and first meeting of creditors
436A Company may appoint administrator if board thinks it is or will become insolvent
436B Liquidator may appoint administrator
436C Secured party may appoint administrator
436D Company already under administration
436DA Declarations by administrator—indemnities and relevant relationships
436E Purpose and timing of first meeting of creditors
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Division 3—Administrator assumes control of company’s affairs
437A Role of administrator
437B Administrator acts as company’s agent
437D Only administrator can deal with company’s property
437E Order for compensation where officer involved in void transaction
437F Effect of administration on company’s members
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Division 4—Administrator investigates company’s affairs
438A Administrator to investigate affairs and consider possible courses of action
438B Directors to help administrator
438C Administrator’s rights to company’s books
438D Reports by administrator
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Division 5—Meeting of creditors decides company’s future
439A Administrator to convene meeting and inform creditors
439C What creditors may decide
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Division 6—Protection of company’s property during administration
440A Winding up company
440B Restrictions on exercise of third party property rights
440D Stay of proceedings
440E Administrator not liable in damages for refusing consent
440F Suspension of enforcement process
440G Duties of court officer in relation to property of company
440H Lis pendens taken to exist
440J Administration not to trigger liability of director or relative under guarantee of company’s liability
440JA Property subject to a banker’s lien—exemption from this Division
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Division 7—Rights of secured party, owner or lessor
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Subdivision A—General
441 Application of Division
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Subdivision B—Property subject to security interests
441AA Application of Subdivision—PPSA security interests
441A Secured party acts before or during decision period
441B Where enforcement of security interest begins before administration
441C Security interest in perishable property
441D Court may limit powers of secured party etc. in relation to secured property
441E Giving a notice under a security agreement etc.
441EA Sale of property subject to a possessory security interest
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Subdivision C—Property not subject to security interests
441EB Scope of Subdivision
441F Where recovery of property begins before administration
441G Recovering perishable property
441H Court may limit powers of receiver etc. in relation to property used by company
441J Giving a notice under an agreement about property
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Division 8—Powers of administrator
442A Additional powers of administrator
442B Dealing with property subject to circulating security interests
442C When administrator may dispose of encumbered property
442CA Property subject to a possessory security interest—inspection or examination by potential purchasers etc.
442CB Property subject to a security interest or to a retention of title clause—administrator’s duty of care in exercising power of sale
442CC Proceeds of sale of property
442D Administrator’s powers subject to powers of secured party, receiver or controller
442E Administrator has qualified privilege
442F Protection of persons dealing with administrator
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Division 9—Administrator’s liability and indemnity for debts of administration
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Subdivision A—Liability
443A General debts
443B Payments for property used or occupied by, or in the possession of, the company
443BA Certain taxation liabilities
443C Administrator not otherwise liable for company’s debts
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Subdivision B—Indemnity
443D Right of indemnity
443E Right of indemnity has priority over other debts
443F Lien to secure indemnity
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Division 10—Execution and effect of deed of company arrangement
444A Effect of creditors’ resolution
444B Execution of deed
444C Creditor etc. not to act inconsistently with deed before its execution
444D Effect of deed on creditors
444DA Giving priority to eligible employee creditors
444DB Superannuation contribution debts not admissible to proof
444E Protection of company’s property from persons bound by deed
444F Court may limit rights of secured creditor or owner or lessor
444G Effect of deed on company, officers and members
444GA Transfer of shares
444H Extent of release of company’s debts
444J Guarantees and indemnities
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Division 11—Variation, termination and avoidance of deed
445A Variation of deed by creditors
445B Court may cancel variation
445C When deed terminates
445CA When creditors may terminate deed
445D When Court may terminate deed
445E Creditors may terminate deed and resolve that company be wound up
445FA Notice of termination of deed
445G When Court may void or validate deed
445H Effect of termination or avoidance
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Division 11AA—Notification of contravention of deed
445HA Notification of contravention of deed of company arrangement
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Division 12—Transition to creditors’ voluntary winding up
446A Administrator becomes liquidator in certain cases
446AA Administrator becomes liquidator—additional cases
446B Regulations may provide for transition in other cases
446C Liquidator may require submission of a report about the company’s affairs
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Division 13—Powers of Court
447A General power to make orders
447B Orders to protect creditors during administration
447C Court may declare whether administrator validly appointed
447F Effect of Division
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Division 14—Qualifications of administrators
448A Appointee must consent
448B Administrator must be registered liquidator
448C Disqualification of person connected with company
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Division 15—Removal and replacement of administrator
449A Appointment of administrator cannot be revoked
449C Vacancy in office of administrator of company
449CA Declarations by administrator—indemnities and relevant relationships
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Division 16—Notices about steps taken under Part
450A Appointment of administrator
450B Execution of deed of company arrangement
450C Failure to execute deed of company arrangement
450D Termination of deed of company arrangement
450E Notice in public documents etc. of company
450F Effect of contravention of this Division
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Division 17—Miscellaneous
451A Appointment of 2 or more administrators of company
451B Appointment of 2 or more administrators of deed of company arrangement
451C Effect of things done during administration of company
451D Time for doing act does not run while act prevented by this Part
451E Stay on enforcing rights merely because the company is under administration etc.
451F Lifting the stay
451G Order for rights to be enforceable only with leave of the Court
451GA Self executing provisions
451H When other laws prevail—certain other Commonwealth Acts
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Part 5.4—Winding up in insolvency
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Division 1—When company to be wound up in insolvency
459A Order that insolvent company be wound up in insolvency
459B Order made on application under section 234, 462 or 464
459C Presumptions to be made in certain proceedings
459D Contingent or prospective liability relevant to whether company solvent
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Division 2—Statutory demand
459E Creditor may serve statutory demand on company
459F When company taken to fail to comply with statutory demand
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Division 3—Application to set aside statutory demand
459G Company may apply
459H Determination of application where there is a dispute or offsetting claim
459J Setting aside demand on other grounds
459K Effect of order setting aside demand
459L Dismissal of application
459M Order subject to conditions
459N Costs where company successful
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Division 4—Application for order to wind up company in insolvency
459P Who may apply for order under section 459A
459Q Application relying on failure to comply with statutory demand
459R Period within which application must be determined
459S Company may not oppose application on certain grounds
459T Application to wind up joint debtors in insolvency
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Part 5.4A—Winding up by the Court on other grounds
461 General grounds on which company may be wound up by Court
462 Standing to apply for winding up
464 Application for winding up in connection with investigation under ASIC Act
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Part 5.4B—Winding up in insolvency or by the Court
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Division 1A—Preliminary
465 Definitions
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Division 1—General
465A Notice of application
465B Substitution of applicants
465C Applicant to be given notice of grounds for opposing application
466 Payment of preliminary costs etc.
467 Court’s powers on hearing application
467A Effect of defect or irregularity on application under Part 5.4 or 5.4A
467B Court may order winding up of company that is being wound up voluntarily
468 Avoidance of dispositions of property, attachments etc.
468A Effect of winding up on company’s members
469 Application to be lis pendens
470 Certain notices to be lodged
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Division 1A—Effect of winding up order
471 Effect on creditors and contributories
471B Stay of proceedings and suspension of enforcement process
471C Secured creditor’s rights not affected
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Division 2—Court appointed liquidators
472 Court to appoint registered liquidator
473 Resignation of liquidators
473A Vacancies in office of court appointed liquidator
474 Custody and vesting of company’s property
475 Report as to company’s affairs to be submitted to liquidator
477 Powers of liquidator
478 Application of property; list of contributories
480 Release of liquidator and deregistration of company
481 Orders for release or deregistration
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Division 3—General powers of Court
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Subdivision A—General powers
482 Power to stay or terminate winding up
483 Delivery of property to liquidator
484 Appointment of special manager
485 Claims of creditors and distribution of property
486 Inspection of books by creditors and contributories
486A Court may make order to prevent officer or related entity from avoiding liability to company
486B Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with winding up
487 Power to arrest absconding contributory
488 Delegation to liquidator of certain powers of Court
489 Powers of Court cumulative
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Subdivision B—Procedures relating to section 486B warrants
489A Arrest of person subject to warrant
489B Procedure after arrest
489C Procedure on remand on bail
489D Court’s power to make orders under other provisions
489E Jurisdiction under this Subdivision
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Part 5.4C—Winding up by ASIC
489EA ASIC may order the winding up of a company
489EB Deemed resolution that company be wound up voluntarily
489EC Appointment of liquidator
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Part 5.5—Voluntary winding up
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Division 1A—Preliminary
489F Definitions
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Division 1—Resolution for winding up
490 When company cannot wind up voluntarily
491 Circumstances in which company may be wound up voluntarily
493 Effect of voluntary winding up
493A Effect of voluntary winding up on company’s members
494 Declaration of solvency
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Division 2—Members’ voluntary winding up
495 Appointment of liquidator etc.
496 Duty of liquidator where company turns out to be insolvent
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Division 3—Creditors’ voluntary winding up
497 Information about the company’s affairs
499 Liquidators
500 Execution and civil proceedings
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Division 4—Voluntary winding up generally
501 Distribution of property of company
506 Powers and duties of liquidator
506A Declarations by liquidator—relevant relationships and indemnities
507 Power of liquidator to accept shares etc. as consideration for sale of property of company
509 Deregistration
510 Arrangement: when binding on creditors
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Part 5.6—Winding up generally
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Division 1—Preliminary
513 Application of Part
513AA Definitions
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Division 1A—When winding up taken to begin
513A Winding up ordered by the Court
513B Voluntary winding up
513C Section 513C day in relation to an administration under Part 5.3A
513D Validity of proceedings in earlier winding up
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Division 2—Contributories
514 Where Division applies
515 General liability of contributory
516 Company limited by shares
517 Company limited by guarantee
518 Company limited both by shares and by guarantee
519 Exceptions for former unlimited company
520 Past member: later debts
521 Person ceasing to be a member a year or more before winding up
522 Present members to contribute first
523 Past member of former unlimited company
524 Past member of former limited company
526 Liability on certain contracts
527 Nature of contributory’s liability
528 Death of contributory
529 Bankruptcy of contributory
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Division 3—Liquidators
530 Appointment of 2 or more liquidators of a company
530AA Appointment of 2 or more provisional liquidators of a company
530A Officers to help liquidator
530B Liquidator’s rights to company’s books
530C Warrant to search for, and seize, company’s property or books
532 Disqualification of liquidator
533 Reports by liquidator
534 Prosecution by liquidator of delinquent officers and members
535 When liquidator has qualified privilege
537 Notice of appointment and address of liquidator
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Division 4—General
541 Notification that company is in liquidation
543 Investment of surplus funds on general account
544 Unclaimed money to be paid to ASIC
545 Expenses of winding up where property insufficient
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Division 6—Proof and ranking of claims
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Subdivision A—Admission to proof of debts and claims
553 Debts or claims that are provable in winding up
553A Member cannot prove debt unless contributions paid
553AA Selling shareholder cannot prove debt unless documents given
553AB Superannuation contribution debts not admissible to proof
553B Insolvent companies—penalties and fines not generally provable
553C Insolvent companies—mutual credit and set off
553D Debts or claims may be proved formally or informally
553E Application of Bankruptcy Act to winding up of insolvent company
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Subdivision B—Computation of debts and claims
554 General rule—compute amount as at relevant date
554A Determination of value of debts and claims of uncertain value
554B Discounting of debts payable after relevant date
554C Conversion into Australian currency of foreign currency debts or claims
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Subdivision C—Special provisions relating to secured creditors of insolvent companies
554D Application of Subdivision
554E Proof of debt by secured creditor
554F Redemption of security interest by liquidator
554G Amendment of valuation
554H Repayment of excess
554J Subsequent realisation of security interest
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Subdivision D—Priorities
555 Debts and claims proved to rank equally except as otherwise provided
556 Priority payments
558 Debts due to employees
559 Debts of a class to rank equally
560 Advances for company to make priority payments in relation to employees
561 Priority of employees’ claims over circulating security interests
562 Application of proceeds of contracts of insurance
562A Application of proceeds of contracts of reinsurance
563 Provisions relating to injury compensation
563AA Seller under a buy back agreement
563A Postponing subordinate claims
563AAA Redemption of debentures
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Subdivision E—Miscellaneous
563B Interest on debts and claims from relevant date to date of payment
563C Debt subordination
564 Power of Court to make orders in favour of certain creditors
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Division 7—Effect on certain transactions
565 Undue preference
566 Effect of floating charge
567 Liquidator’s right to recover in respect of certain transactions
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Division 7A—Disclaimer of onerous property
568 Disclaimer by liquidator; application to Court by party to contract
568A Liquidator must give notice of disclaimer
568B Application to set aside disclaimer before it takes effect
568C When disclaimer takes effect
568D Effect of disclaimer
568E Application to set aside disclaimer after it has taken effect
568F Court may dispose of disclaimed property
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Division 7B—Effect on enforcement process against company’s property
569 Executions, attachments etc. before winding up
570 Duties of sheriff after receiving notice of application
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Division 8—Pooling
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Subdivision A—Pooling determinations
571 Pooling determination
572 Variation of pooling determination
573 Lodgment of copy of pooling determination etc.
577 Eligible unsecured creditors may decide to approve the determination or variation
578 When pooling determination comes into force etc.
579 Duties of liquidator
579A Court may vary or terminate pooling determination
579B Court may cancel or confirm variation
579C When Court may void or validate pooling determination
579D Effect of termination or avoidance
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Subdivision B—Pooling orders
579E Pooling orders
579F Variation of pooling orders
579G Court may make ancillary orders etc.
579H Variation of ancillary orders etc.
579J Notice of application for pooling order etc.
579K Notice of pooling order etc.
579L Consolidated meetings of creditors
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Subdivision C—Other provisions
579M When debts or claims are provable in winding up
579N Group of companies
579P Secured debt may become unsecured
579Q Eligible unsecured creditor
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Division 9—Co operation between Australian and foreign courts in external administration matters
580 Definitions
581 Courts to act in aid of each other
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Part 5.7—Winding up bodies other than companies
582 Application of Part
583 Winding up Part 5.7 bodies
585 Insolvency of Part 5.7 body
586 Contributories in winding up of Part 5.7 body
587 Power of Court to stay or restrain proceedings
588 Outstanding property of defunct registrable body
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Part 5.7B—Recovering property or compensation for the benefit of creditors of insolvent company
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Division 1—Preliminary
588C Definitions
588D Secured debt may become unsecured
588E Presumptions to be made in recovery proceedings
588F Certain taxation liabilities taken to be debts
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Division 2—Voidable transactions
588FA Unfair preferences
588FB Uncommercial transactions
588FC Insolvent transactions
588FD Unfair loans to a company
588FDA Unreasonable director related transactions
588FE Voidable transactions
588FF Courts may make orders about voidable transactions
588FG Transaction not voidable as against certain persons
588FGA Directors to indemnify Commissioner of Taxation if certain payments set aside
588FGB Defences in proceedings under section 588FGA
588FH Liquidator may recover from related entity benefit resulting from insolvent transaction
588FI Creditor who gives up benefit of unfair preference may prove for preferred debt
588FJ Circulating security interest created within 6 months before relation back day
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Division 2A—Vesting of PPSA security interests if not continuously perfected
588FK Interpretation and application
588FL Vesting of PPSA security interests if collateral not registered within time
588FM Extension of time for registration
588FN PPSA security interests unaffected by section 588FL
588FO Certain lessors, bailors and consignors entitled to damages
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Division 2B—Security interests in favour of company officers etc.
588FP Security interests in favour of an officer of a company etc. void
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Division 3—Director’s duty to prevent insolvent trading
588G Director’s duty to prevent insolvent trading by company
588GA Safe harbour—taking course of action reasonably likely to lead to a better outcome for the company
588GB Information or books not admissible to support the safe harbour if failure to permit inspection etc.
588H Defences about reasonable grounds, illness or reasonable steps
588HA Review relating to safe harbour
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Division 4—Director liable to compensate company
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Subdivision A—Proceedings against director
588J On application for civil penalty order, Court may order compensation
588K Criminal court may order compensation
588L Enforcement of order under section 588J or 588K
588M Recovery of compensation for loss resulting from insolvent trading
588N Avoiding double recovery
588P Effect of sections 588J, 588K and 588M
588Q Certificates evidencing contravention
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Subdivision B—Proceedings by creditor
588R Creditor may sue for compensation with liquidator’s consent
588S Creditor may give liquidator notice of intention to sue for compensation
588T When creditor may sue for compensation without liquidator’s consent
588U Events preventing creditor from suing
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Division 5—Liability of holding company for insolvent trading by subsidiary
588V When holding company liable
588W Recovery of compensation for loss resulting from insolvent trading
588WA Safe harbour—taking reasonable steps to ensure company’s directors have the benefit of the directors’ safe harbour
588X Defences about reasonable grounds, illness or reasonable steps
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Division 6—Application of compensation under Division 4 or 5
588Y Application of amount paid as compensation
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Division 7—Person managing a corporation while disqualified may become liable for corporation’s debts
588Z Court may make order imposing liability
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Division 8—Employee entitlements contribution orders
588ZA Employee entitlements contribution orders
588ZB Who may apply for an employee entitlements contribution order
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Part 5.8—Offences
589 Interpretation and application
590 Offences by officers of certain companies
592 Incurring of certain debts; fraudulent conduct
593 Powers of Court
594 Certain rights not affected
595 Inducement to be appointed liquidator etc. of company
596 Frauds by officers
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Part 5.8A—Employee entitlements
596AA Objects and coverage of this Part
596AB Relevant agreements or transactions that avoid employee entitlements—offences
596AC Relevant agreements or transactions that avoid employee entitlements—civil contraventions
596ACA Person who contravenes section 596AC liable to compensate for loss
596AD Avoiding double recovery
596AE Effect of section 596ACA
596AF Proceedings for compensation
596AG Events preventing proceedings
596AH Joining parties to proceedings
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Part 5.9—Miscellaneous
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Division 1—Examining a person about a corporation
596A Mandatory examination
596B Discretionary examination
596C Affidavit in support of application under section 596B
596D Content of summons
596E Notice of examination
596F Court may give directions about examination
597 Conduct of examination
597A When Court is to require affidavit about corporation’s examinable affairs
597B Costs of unnecessary examination or affidavit
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Division 2—Orders against a person in relation to a corporation
598 Order against person concerned with corporation
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Division 3—Provisions applying to various kinds of external administration
599 Appeals from decisions of receivers etc.
600AA Duty of receiver, administrator or liquidator—parental leave pay
600F Limitation on right of suppliers of essential services to insist on payment as condition of supply
600G Electronic methods of giving or sending certain notices etc.
600H Rights if claim against the company postponed
600J Acts of external administrator valid etc.
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Division 4—Insolvency Practice Schedule (Corporations)
600K Insolvency Practice Schedule (Corporations)
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Chapter 5A—Deregistration, and transfer of registration, of companies
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Part 5A.1—Deregistration
601 Definitions
601AA Deregistration—voluntary
601AB Deregistration—ASIC initiated
601AC Deregistration—following amalgamation or winding up
601AD Effect of deregistration
601AE What the Commonwealth or ASIC does with the property
601AF The Commonwealth’s and ASIC’s power to fulfil outstanding obligations of deregistered company
601AG Claims against insurers of deregistered company
601AH Reinstatement
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Part 5A.2—Transfer of registration
601AI Transferring registration
601AJ Applying to transfer registration
601AK ASIC makes transfer of registration declaration
601AL ASIC to deregister company
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Chapter 5B—Bodies corporate registered as companies, and registrable bodies
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Part 5B.1—Registering a body corporate as a company
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Division 1—Registration
601BA Bodies corporate may be registered as certain types of companies
601BB Bodies registered as proprietary companies
601BC Applying for registration under this Part
601BD ASIC gives body ACN, registers as company and issues certificate
601BE Registered office
601BF Name
601BG Constitution
601BH Modifications of constitution
601BJ ASIC may direct company to apply for Court approval for modifications of constitution
601BK Establishing registers and minute books
601BL Registration of registered bodies
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Division 2—Operation of this Act
601BM Effect of registration under this Part
601BN Liability of members on winding up
601BP Bearer shares
601BQ References in pre registration contracts and other documents to par value in existing contracts and documents
601BR First AGM
601BS Modification by regulations
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Part 5B.2—Registrable bodies
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Division 1A—Preliminary
601C Definitions
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Division 1—Registrable Australian bodies
601CA When a registrable Australian body may carry on business in this jurisdiction and outside its place of origin
601CB Application for registration
601CC Cessation of business etc.
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Division 2—Foreign companies
601CD When a foreign company may carry on business in this jurisdiction
601CDA Limited disclosure if place of origin is a prescribed country
601CE Application for registration
601CF Appointment of local agent
601CG Local agent: how appointed
601CH Local agent: how removed
601CJ Liability of local agent
601CK Balance sheets and other documents
601CL Cessation of business etc.
601CM Register of members of foreign company
601CN Register kept under section 601CM
601CP Notifying ASIC about register kept under section 601CM
601CQ Effect of right to acquire shares compulsorily
601CR Index of members and inspection of registers
601CS Certificate as to shareholding
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Division 3—Bodies registered under this Part
601CTA Limited disclosure if place of origin is a prescribed country
601CT Registered office
601CU Certificate of registration
601CV Notice of certain changes
601CW Body’s name etc. must be displayed at office and place of business
601CX Service of documents on registered body
601CY Power to hold land
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Division 4—Register of debenture holders for non companies
601CZA Certain documents are debentures
601CZB Register of debenture holders to be maintained by non companies
601CZC Location of register
601CZD Application of sections 173 to 177
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Part 5B.3—Names of registrable Australian bodies and foreign companies
601DA Reserving a name
601DB Acceptable abbreviations
601DC When a name is available
601DD Registered Australian bodies and registered foreign companies can carry on business with some names only
601DE Using a name and ARBN
601DF Exception to requirement to have ARBN on receipts
601DG Regulations may exempt from requirement to set out information on documents
601DH Notice of name change must be given to ASIC
601DJ ASIC’s power to direct a registered name be changed
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Volume 3
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Chapter 5C—Managed investment schemes
Part 5C.1—Registration of managed investment schemes
601EA Applying for registration
601EB Registration of managed investment scheme
601EC All documents etc. lodged with ASIC to bear ARSN or ABN
601ED When a managed investment scheme must be registered
601EE Unregistered schemes may be wound up
Part 5C.2—The responsible entity
Division 1—Responsibilities and powers
601FA Responsible entity to be public company and hold Australian financial services licence
601FB Responsible entity to operate scheme
601FC Duties of responsible entity
601FD Duties of officers of responsible entity
601FE Duties of employees of responsible entity
601FF Surveillance checks by ASIC
601FG Acquisition of interest in scheme by responsible entity
601FH Liquidator etc. of responsible entity entitled to exercise indemnity rights
Division 2—Changing the responsible entity
601FJ Changes only take effect when ASIC alters record of registration
601FK Requirements of section 601FA must be met
601FL Retirement of responsible entity
601FM Removal of responsible entity by members
601FN ASIC or scheme member may apply to Court for appointment of temporary responsible entity
601FP Appointment of temporary responsible entity by Court
601FQ Temporary responsible entity to take steps for appointment of new responsible entity
Division 3—Consequences of change of responsible entity
601FR Former responsible entity to hand over books and provide reasonable assistance
601FS Rights, obligations and liabilities of former responsible entity
601FT Effect of change of responsible entity on documents etc. to which former responsible entity is party
Part 5C.3—The constitution
601GA Contents of the constitution
601GB Constitution must be legally enforceable
601GC Changing the constitution
Part 5C.4—The compliance plan
601HA Contents of the compliance plan
601HB Compliance plan may incorporate provisions from another scheme’s plan
601HC Directors must sign lodged copy of compliance plan
601HD ASIC may require further information about compliance plan
601HE Changing the compliance plan
601HF ASIC may require consolidation of compliance plan to be lodged
601HG Audit of compliance plan
601HH Removal and resignation of auditors
601HI Action on change of auditor of compliance plan
Part 5C.5—The compliance committee
601JA When is a compliance committee required?
601JB Membership of compliance committee
601JC Functions of compliance committee
601JD Duties of members
601JE Compliance committee members have qualified privilege in certain cases
601JF When can responsible entity indemnify compliance committee members?
601JG When can responsible entity pay insurance premiums for compliance committee members?
601JH Proceedings of compliance committee
601JJ Disclosure of interests
Part 5C.6—Members’ rights to withdraw from a scheme
601KA Members’ rights to withdraw
601KB Non liquid schemes—offers
601KC Non liquid schemes—only one withdrawal offer to be open at any time
601KD Non liquid schemes—how payments are to be made
601KE Non liquid schemes—responsible entity may cancel withdrawal offer
Part 5C.7—Related party transactions
601LA Chapter 2E applies with modifications
601LB Replacement section 207
601LC Replacement section 208
601LD Omission of sections 213, 214 and 224
601LE Modification of section 225
Part 5C.8—Effect of contraventions (civil liability and voidable contracts)
601MA Civil liability of responsible entity to members
601MB Voidable contracts where subscription offers and invitations contravene this Act
Part 5C.9—Winding up
601NA Winding up required by scheme’s constitution
601NB Winding up at direction of members
601NC Winding up if scheme’s purpose accomplished or cannot be accomplished
601ND Winding up ordered by Court
601NE The winding up of the scheme
601NF Other orders about winding up
601NG Unclaimed money to be paid to ASIC
Part 5C.10—Deregistration
Division 1—Registered schemes that are not Australian passport funds
601PAA Application of this Division
601PA Deregistration—voluntary
601PB Deregistration by ASIC
Division 2—Registered schemes that are Australian passport funds
601PBA Application of this Division
601PBB Deregistration—voluntary
601PBC Deregistration—initiated by ASIC
601PBD Notices relating to deregistration process
601PBE Consequences of deregistration on status as an Australian passport fund
601PC Reinstatement
Part 5C.11—Exemptions and modifications
601QA ASIC’s power to make exemption and modification orders
601QB Modification by regulations
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Chapter 5D—Licensed trustee companies
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Part 5D.1—Preliminary
601RAA Definitions
601RAB Meaning of trustee company and client of trustee company
601RAC Meaning of traditional trustee company services and estate management functions
601RAD Meaning of person with a proper interest
601RAE Interaction between trustee company provisions and State and Territory laws
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Part 5D.2—Powers etc. of licensed trustee companies
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Division 1—General provisions
601SAA Jurisdiction of courts not affected etc.
601SAB Regulations may prescribe other powers etc.
601SAC Powers etc. conferred by or under this Chapter are in addition to other powers etc.
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Division 2—Accounts
601SBA Licensed trustee company not required to file accounts
601SBB Licensed trustee company may be required to provide account in relation to estate
601SBC Court may order audit
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Division 3—Common funds
601SCA Common funds of licensed trustee companies
601SCAA Common funds that are also registered schemes
601SCB Obligations relating to common funds
601SCC Regulations relating to establishment or operation of common funds
601SCD Arm’s length transactions
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Part 5D.3—Regulation of fees charged by licensed trustee companies
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Division 1—Disclosure of fees
601TAA Schedule of fees to be published and available
601TAB Disclosure to clients of changed fees
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Division 2—General provisions about charging fees
601TBA Charging of fees for the provision of traditional trustee company services
601TBB Part does not prevent charging of fees as agreed etc.
601TBC Part does not prevent charging fee for provision of account
601TBD Part does not prevent reimbursement
601TBE Estate management functions: payment of fees out of estate
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Division 3—Fees otherwise than for being trustee or manager of a charitable trust
601TCA Fees otherwise than for being the trustee or manager of a charitable trust
601TCB Additional amount for preparation of returns etc.
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Division 4—Fees for being trustee or manager of a charitable trust
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Subdivision A—New client charitable trusts
601TDA Subdivision applies to new client charitable trusts
601TDB What the trustee company may charge
601TDC Option 1: capital commission and income commission
601TDD Option 2: annual management fee
601TDE Additional amount if trust money is in a common fund
601TDF Additional amount for preparation of returns etc.
Subdivision B—Existing client charitable trusts
601TDG Subdivision applies to existing client charitable trusts
601TDH Trustee company not to charge more than was being charged before section commenced
601TDI Additional amount if trust money is in a common fund
601TDJ Additional amount for preparation of returns etc.
Division 5—Miscellaneous
601TEA Power of the Court with respect to excessive fees
601TEB Directors’ fees
Part 5D.4—Duties of officers and employees of licensed trustee companies
601UAA Duties of officers of licensed trustee company
601UAB Duties of employees of licensed trustee company
Part 5D.5—Limit on control of licensed trustee companies
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Division 1—15% voting power limit
601VAA Meaning of unacceptable control situation
601VAB Acquisitions of shares
601VAC Remedial orders
601VAD Injunctions
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Division 2—Approval to exceed 15% voting power limit
601VBA Application for approval to exceed 15% voting power limit
601VBB Approval of application
601VBC Duration of approval
601VBD Conditions of approval
601VBE Varying percentage approved
601VBF Revoking an approval
601VBG Minister may require further information from applicants
601VBH Minister may seek views of licensed trustee company and its clients
601VBI Time limit for Minister’s decision
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Division 3—Other matters
601VCA Acquisition of property
601VCB Interests of clients to be viewed as a group
601VCC Anti avoidance
Part 5D.6—ASIC approved transfers of estate assets and liabilities
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Division 1—Preliminary
601WAA Definitions
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Division 2—Transfer of estate assets and liabilities
601WBA Transfer determinations
601WBB When consent of receiving company is in force
601WBC Complementary State or Territory legislation
601WBD Minister’s power to decide that his or her consent is not required
601WBE Determinations may impose conditions
601WBF Notice of determination
601WBG Certificate of transfer
601WBH Notice of certificate
601WBI Time and effect of transfer
601WBJ Substitution of trustee company
601WBK Liabilities for breach of trust and other matters not affected by this Part
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Division 3—Other matters related to the transfer of estate assets and liabilities
601WCA Certificates evidencing operation of Act etc.
601WCB Certificates in relation to land and interests in land
601WCC Certificates in relation to other assets
601WCD Documents purporting to be certificates
601WCE Construction of references to transferring company
601WCF Income or other distribution received by transferring company
601WCG Access to books
601WCH Minister or ASIC may seek views of trustee company and its clients
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Division 4—Miscellaneous
601WDA Transferring company required to contact certain persons
Part 5D.7—Contraventions and holding out
601XAA Civil liability of licensed trustee companies
601XAB Prohibition on holding out
Part 5D.8—Exemptions and modifications
601YAA Exemptions and modifications by ASIC
601YAB Exemptions and modifications by regulations
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Chapter 6—Takeovers
602 Purposes of Chapter
602A Substantial interest concept
603 Chapter extends to some listed bodies that are not companies
604 Chapter extends to listed registered schemes
605 Classes of securities
605A Chapter does not apply to MCIs
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Part 6.1—Prohibited acquisitions of relevant interests in voting shares
606 Prohibition on certain acquisitions of relevant interests in voting shares
607 Effect on transactions
608 Relevant interests in securities
609 Situations not giving rise to relevant interests
610 Voting power in a body or managed investment scheme
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Part 6.2—Exceptions to the prohibition
611 Exceptions to the prohibition
612 Effect of non compliance with takeover rules for exceptions 1 to 4
613 Bidder not to exercise voting rights if failure to send bids for off market acquisition—exception 2 or 3
615 Treatment of foreign holders under equal access issue—exception 10
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Part 6.3—The different types of takeover bid
616 Off market bids and market bids
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Part 6.4—Formulating the takeover offer
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Division 1—General
617 Securities covered by the bid
618 Offers must be for all or a proportion of securities in the bid class
619 General terms of the offer
620 Off market bid (offer formalities)
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Division 2—Consideration for the offer
621 Consideration offered
622 Escalation agreements
623 Collateral benefits not allowed
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Division 3—The offer period
624 Offer period
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Division 4—Conditional offers
625 Conditional offers—general
626 Maximum acceptance conditions in off market bids
627 Discriminatory conditions not allowed for off market bids
628 Conditions requiring payments to officers of target not allowed in off market bids
629 Conditions turning on bidder’s or associate’s opinion not allowed in off market bids
630 Defeating conditions
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Part 6.5—The takeover procedure
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Division 1—The overall procedure
631 Proposing or announcing a bid
632 Overview of steps in an off market bid
633 Detailed steps in an off market bid
634 Overview of steps in a market bid
635 Detailed steps in a market bid
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Division 2—The bidder’s statement
636 Bidder’s statement content
637 Bidder’s statement formalities
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Division 3—The target’s response
638 Target’s statement content
639 Target’s statement formalities
640 Expert’s report to accompany target’s statement if bidder connected with target
641 Target must inform bidder about securities holdings
642 Expenses of directors of target companies
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Division 4—Updating and correcting the bidder’s statement and target’s statement
643 Supplementary bidder’s statement
644 Supplementary target’s statement
645 Form of supplementary statement
646 Consequences of lodging a supplementary statement
647 To whom supplementary statement must be sent
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Division 5—General rules on takeover procedure
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Subdivision A—Experts’ reports
648A Experts’ reports
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Subdivision B—Sending documents to holders of securities
648B Address at which bidder may send documents to holders of securities
648C Manner of sending documents to holders of securities
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Subdivision C—Effect of proportional takeover approval provisions
648D Constitution may contain proportional takeover approval provisions
648E Resolution to be put if proportional bid made
648F Effect of rejection of approval resolution
648G Including proportional takeover provisions in constitution
648H Effect of Subdivision
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Part 6.6—Variation of offers
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Division 1—Market bids
649A General
649B Market bids—raising bid price
649C Market bids—extending the offer period
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Division 2—Off market bids (express variation by bidder)
650A General
650B Off market bids—consideration offered
650C Off market bids—extension of offer period
650D Off market bids—method of making variation
650E Right to withdraw acceptance
650F Freeing off market bids from defeating conditions
650G Contracts and acceptances void if defeating condition not fulfilled
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Division 3—Off market bids (automatic variations)
651A Off market bid—effect on bid consideration of purchases made outside bid
651B How to make an election for new forms of consideration
651C Returning securities as part of election
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Part 6.7—Withdrawal and suspension of offers
652A Withdrawal of unaccepted offers under takeover bid
652B Withdrawal of takeover offers with ASIC consent
652C Withdrawal of market bids
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Part 6.8—Acceptances
653A Acceptance of offers made under off market bid
653B Acceptances by transferees and nominees of offers made under off market bid
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Part 6.9—Other activities during the bid period
654A Bidder not to dispose of securities during the bid period
654B Disclosures about substantial shareholdings in listed companies
654C Disclosures about substantial shareholdings in unlisted companies
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Part 6.10—Review and intervention
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Division 1—ASIC’s power to exempt and modify
655A ASIC’s power to exempt and modify
655B Notice of decision and review rights
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Division 2—The Takeovers Panel
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Subdivision A—Review of ASIC’s exercise of its exemption or modification powers
656A Review of exercise of exemption or modification powers
656B Operation and implementation of a decision that is subject to review
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Subdivision B—Unacceptable circumstances
657A Declaration of unacceptable circumstances
657B When Panel may make declaration
657C Applying for declarations and orders
657D Orders that Panel may make following declaration
657E Interim orders
657EA Internal Panel reviews
657EB References by Courts
657F Offence to contravene Panel order
657G Orders by the Court where contravention or proposed contravention of Panel order
657H ASIC may publish report about application to Panel or Court
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Subdivision C—General provisions
658A Power of Panel where a proceeding is frivolous or vexatious
658B Evidentiary value of findings of fact by Panel
658C Panel’s power to make rules
658D Inconsistency between Panel rules and ASIC exemption or declaration
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Division 3—Court powers
659A Panel may refer questions of law to the Court
659AA Object of sections 659B and 659C
659B Court proceedings before end of bid period
659C Court proceedings after end of bid period
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Chapter 6A—Compulsory acquisitions and buy outs
660A Chapter extends to some listed bodies that are not companies
660B Chapter extends to listed registered schemes
660C Chapter does not apply to MCIs
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Part 6A.1—Compulsory acquisitions and buy outs following takeover bid
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Division 1—Compulsory acquisition of bid class securities
661A Compulsory acquisition power following takeover bid
661B Compulsory acquisition notice
661C Terms on which securities to be acquired
661D Holder may obtain names and addresses of other holders
661E Holder may apply to Court to stop acquisition
661F Signpost—completing the acquisition of the securities
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Division 2—Compulsory buy out of bid class securities
662A Bidder must offer to buy out remaining holders of bid class securities
662B Bidder to tell remaining holders of their right to be bought out
662C Right of remaining holder of securities in the bid class to be bought out
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Division 3—Compulsory buy out of convertible securities
663A Bidder must offer to buy out holders of convertible securities
663B Bidder to tell holders of convertible securities of their right to be bought out
663C Right of holders of convertible securities to be bought out
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Part 6A.2—General compulsory acquisitions and buy outs
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Division 1—Compulsory acquisition of securities by 90% holder
664A Threshold for general compulsory acquisition power
664AA Time limit on exercising compulsory acquisition power
664B The terms for compulsory acquisition
664C Compulsory acquisition notice
664D Benefits outside compulsory acquisition procedure
664E Holder’s right to object to the acquisition
664F The Court’s power to approve acquisition
664G Signpost—completing the acquisition of the securities
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Division 2—Compulsory buy out of convertible securities by 100% holder
665A 100% holder must offer to buy out holders of convertible securities
665B 100% holder to tell holders of convertible securities of their right to be bought out
665C Right of holders of convertible securities to be bought out
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Part 6A.3—Completion of compulsory acquisition of securities
666A Completing the acquisition of securities
666B Statutory procedure for completion
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Part 6A.4—Experts’ reports and valuations
667A Expert’s report
667AA Expert to be nominated
667B Expert must not be an associate and must disclose prior dealings and relationships
667C Valuation of securities
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Part 6A.5—Records of unclaimed consideration
668A Company’s power to deal with unclaimed consideration for compulsory acquisition
668B Unclaimed consideration to be transferred to ASIC
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Part 6A.6—ASIC powers
669 ASIC’s power to exempt and modify
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Chapter 6B—Rights and liabilities in relation to Chapter 6 and 6A matters
670A Misstatements in, or omissions from, takeover and compulsory acquisition and buy out documents
670B Right to recover for loss or damage resulting from contravention
670C People liable on takeover or compulsory acquisition statement to inform maker about deficiencies in the statement
670D Defences against prosecutions under subsection 670A(3) and actions under section 670B
670E Liability for proposing a bid or not carrying through with bid
670F Defences
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Chapter 6C—Information about ownership of listed companies, listed registered schemes and listed notified foreign passport funds
671A Chapter extends to some listed bodies that are not companies
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Part 6C.1—Substantial holding information
671B Information about substantial holdings must be given to company, responsible entity, fund operator and relevant market operator
671C Civil liability
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Part 6C.2—Tracing beneficial ownership of shares
672A Disclosure notices
672B Disclosure by member of relevant interests and instructions
672C ASIC may pass information on to person who made request
672D Fee for complying with a direction given by a company, scheme or fund under this Part
672DA Register of information about relevant interests in listed company, listed registered scheme or listed notified foreign passport fund
672E No notice of rights
672F Civil liability
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Part 6C.3—ASIC powers
673 ASIC’s power to exempt and modify
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Chapter 6CA—Continuous disclosure
674 Continuous disclosure—listed disclosing entity bound by a disclosure requirement in market listing rules
675 Continuous disclosure—other disclosing entities
676 Sections 674 and 675—when information is generally available
677 Sections 674 and 675—material effect on price or value
678 Application of Criminal Code to offences based on subsection 674(2), 674(5) or 675(2)
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Chapter 6D—Fundraising
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Part 6D.1—Application of the fundraising provisions
700 Coverage of the fundraising rules
702 Treatment of offers of options over securities
703 Chapter may not be contracted out of
703A Operating a clearing and settlement facility is not offering securities etc.
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Part 6D.2—Disclosure to investors about securities (other than for CSF offers)
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Division 1—Overview
703B Part generally does not apply in relation to CSF offers
704 When disclosure to investors is needed
705 Types of disclosure document
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Division 2—Offers that need disclosure to investors
706 Issue offers that need disclosure
707 Sale offers that need disclosure
708 Offers that do not need disclosure
708AA Rights issues that do not need disclosure
708A Sale offers that do not need disclosure
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Division 3—Types of disclosure documents
709 Prospectuses, short form prospectuses, profile statements and offer information statements
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Division 4—Disclosure requirements
710 Prospectus content—general disclosure test
711 Prospectus content—specific disclosures
712 Prospectus content—short form prospectuses
713 Special prospectus content rules for continuously quoted securities
713A Offer of simple corporate bonds
713B Simple corporate bonds—2 part simple corporate bonds prospectus
713C Simple corporate bonds—base prospectus
713D Simple corporate bonds—offer specific prospectus
713E Simple corporate bonds—prospectus may refer to other material lodged with ASIC
714 Contents of profile statement
715 Contents of offer information statement
715A Presentation etc. of disclosure documents
716 Disclosure document date and consents
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Division 5—Procedure for offering securities
717 Overview of procedure for offering securities
718 Lodging of disclosure document
719 Lodging supplementary or replacement document—general
719A Lodging supplementary or replacement document—2 part simple corporate bonds prospectus
720 Consents needed for lodgment
721 Offer must be made in, or accompanied by, the disclosure document
722 Application money to be held on trust
723 Issuing or transferring the securities under a disclosure document
724 Choices open to person making the offer if disclosure document condition not met or disclosure document defective
725 Expiration of disclosure document
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Part 6D.3—Prohibitions, liabilities and remedies (other than for CSF offers)
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Division 1A—Introduction
725A Part generally does not apply in relation to CSF offers
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Division 1—Prohibitions and liabilities
726 Offering securities in a body that does not exist
727 Offering securities without a current disclosure document
728 Misstatement in, or omission from, disclosure document
729 Right to recover for loss or damage resulting from contravention
730 People liable on disclosure document to inform person making the offer about deficiencies in the disclosure document
731 Due diligence defence for prospectuses
732 Lack of knowledge defence for offer information statements and profile statements
733 General defences for all disclosure documents
734 Restrictions on advertising and publicity
735 Obligation to keep consents and other documents
736 Securities hawking prohibited
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Division 2—Remedies
737 Remedies for investors
738 Securities may be returned and refund obtained
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Part 6D.3A—Crowd sourced funding
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Division 1—Introduction
738A Object
738B Meaning of CSF offer
738C Meaning of CSF intermediary
738D Meaning of retail client in relation to a CSF offer
738E Offer of the securities may also be made in reliance on section 708
738F Application of provisions of Chapter 7 relating to how obligations etc. apply to different kinds of persons
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Division 2—Offers that are eligible to be made under this Part
738G Offers that are eligible to be made under this Part
738H Meaning of eligible CSF company
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Division 3—Making offers under this Part
738J CSF offer document to be prepared
738K Other requirements for CSF offer document
738L CSF offer document to be published on platform of a single CSF intermediary
738M Consents needed for publication of CSF offer document
738N When a CSF offer is made, open, closed, suspended and complete
738P CSF offer document to be removed from offer platform if offer closes in certain circumstances
738Q Gatekeeper obligations of CSF intermediaries
738R Company and related parties not to have more than one CSF offer open at any one time
738S Company may notify responsible intermediary that it wants CSF offer withdrawn
738T Withdrawal of applications made pursuant to CSF offer
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Division 4—Defective etc. CSF offer documents
738U When a CSF offer document is defective
738V Obligation to notify company making offer, and responsible intermediary, if CSF offer document is defective
738W Company may provide replacement or supplementary CSF document in certain circumstances
738X Responsible intermediary’s obligations on becoming aware that CSF offer document is defective
738Y Other liabilities relating to defective CSF offer documents
738Z Exceptions to liability under section 738Y
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Division 5—Other obligations of CSF intermediaries
738ZA General obligations of CSF intermediaries relating to their platforms etc.
738ZB Responsible intermediary’s obligations relating to application money
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Division 6—Additional protections for retail clients
738ZC Caps on investment by retail clients pursuant to CSF offers
738ZD Cooling off rights for retail clients
738ZE Company making CSF offer or CSF intermediary etc. must not financially assist retail client to acquire securities
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Division 7—Other matters
738ZF Offering securities of a company that does not exist
738ZG Restrictions on advertising and publicity
738ZH Liabilities under other laws not affected
738ZI Companies eligible for limited governance requirements
738ZJ Regulations relating to how CSF intermediaries are to deal with applications
738ZK Related party transactions—proprietary companies that have one or more CSF shareholders
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Part 6D.4—ASIC’s powers
739 ASIC stop orders
740 Anti avoidance determinations
741 ASIC’s power to exempt and modify
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Part 6D.5—Miscellaneous
742 Exemptions and modifications by regulations
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Volume 4
Chapter 7—Financial services and markets
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Part 7.1—Preliminary
Division 1—Object of Chapter and outline of Chapter
760A Object of Chapter
760B Outline of Chapter
Division 2—Definitions
761A Definitions
761B Meaning of arrangement—2 or more arrangements that together form a derivative or other financial product
761C Meaning of carry on a financial services business
761CA Meaning of class and kind of financial products and financial services
761D Meaning of derivative
761E Meaning of issued, issuer, acquire and provide in relation to financial products
761EA Meaning of margin lending facility, margin call and associated expressions
761F Meaning of person—generally includes a partnership
761FA Meaning of person—generally includes multiple trustees
761G Meaning of retail client and wholesale client
761GA Meaning of retail client—sophisticated investors
761H References to this Chapter include references to regulations or other instruments made for the purposes of this Chapter
Division 3—What is a financial product?
Subdivision A—Preliminary
762A Overview of approach to defining what a financial product is
762B What if a financial product is part of a broader facility?
762C Meaning of facility
Subdivision B—The general definition
763A General definition of financial product
763B When a person makes a financial investment
763C When a person manages financial risk
763D When a person makes non cash payments
763E What if a financial product is only incidental?
Subdivision C—Specific inclusions
764A Specific things that are financial products (subject to Subdivision D)
Subdivision D—Specific exclusions
765A Specific things that are not financial products
Division 4—When does a person provide a financial service?
766A When does a person provide a financial service?
766B Meaning of financial product advice
766C Meaning of dealing
766D Meaning of makes a market for a financial product
766E Meaning of provide a custodial or depository service
766F Meaning of provides a crowd funding service
Division 5—What is a financial market?
767A What is a financial market?
Division 6—What is a clearing and settlement facility?
768A What is a clearing and settlement facility?
Division 7—General provisions relating to civil and criminal liability
769A Part 2.5 of Criminal Code does not apply
769B People are generally responsible for the conduct of their agents, employees etc.
769C Representations about future matters taken to be misleading if made without reasonable grounds
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Part 7.2—Licensing of financial markets
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Division 1—Preliminary
790A Definition
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Division 2—Requirement to be licensed
791A Need for a licence
791B Other prohibitions on holding out
791C Exemptions by Minister
791D When a market is taken to be operated in this jurisdiction
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Division 3—Regulation of market licensees
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Subdivision A—Licensee’s obligations
792A General obligations
792B Obligation to notify ASIC of certain matters
792C Giving ASIC information about a listed disclosing entity
792D Obligation to assist ASIC
792E Obligation to give ASIC access to market facilities
792F Annual report
792G Obligations to notify people about clearing and settlement arrangements in certain circumstances
792H Change of country by foreign licensee
792I Making information about compensation arrangements publicly available
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Subdivision B—The market’s operating rules and procedures
793A Content of the operating rules and procedures
793B Legal effect of operating rules
793C Enforcement of operating rules
793D Changing the operating rules
793E Disallowance of changes to operating rules
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Subdivision C—Powers of the Minister and ASIC
794A Minister’s power to give directions
794B Minister’s power to require special report
794C ASIC assessment of licensee’s compliance
794D ASIC’s power to give directions
794E Additional directions to clearing and settlement facilities
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Division 4—The Australian market licence
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Subdivision A—How to get a licence
795A How to apply for a licence
795B When a licence may be granted
795C Publication of notice of licence grant
795D More than one licence in the same document
795E More than one market covered by the same licence
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Subdivision B—The conditions on the licence
796A The conditions on the licence
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Subdivision C—When a licence can be varied, suspended or cancelled
797A Varying licences
797B Immediate suspension or cancellation
797C Suspension or cancellation following hearing and report
797D Effect of suspension
797E Variation or revocation of suspension
797F Publication of notice of licence suspension or cancellation
797G Suspension and cancellation only in accordance with this Subdivision
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Division 5—Other matters
798A Matters to be taken into account by the Minister
798B ASIC may give advice to Minister
798C Market licensee or related body corporate etc. listing on market
798D Exemptions and modifications for self listing licensees or related bodies corporate etc.
798DA Market licensee, related body corporate etc. or competitor participating in market
798E Other potential conflict situations
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Part 7.2A—Supervision of financial markets
798F ASIC to supervise financial markets
798G Market integrity rules
798H Complying with market integrity rules
798J Directions by ASIC
798K Alternatives to civil proceedings
798L Exemptions and modifications by regulations
798M Exemptions by Minister
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Part 7.3—Licensing of clearing and settlement facilities
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Division 1—Requirement to be licensed
820A Need for a licence
820B Other prohibitions on holding out
820C Exemptions by Minister
820D When a clearing and settlement facility is taken to be operated in this jurisdiction
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Division 2—Regulation of CS facility licensees
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Subdivision A—Licensee’s obligations
821A General obligations
821B Obligation to notify ASIC of certain matters
821BA Obligation to notify Reserve Bank of certain matters