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ASIC Class Order [CO 09/552]

Authoritative Version
  • - F2009L03603
  • In force - Superseded Version
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CO 09/552 Orders/ASIC Class Orders as made
This Class Order provides relief to enable a responsible entity of a registered scheme to modify or repeal and replace the scheme's constitution where a meeting of members cannot be held or where all interests in the scheme have been issued in circumstances where a Product Disclosure Statement was not required. The relief is conditional on members providing unanimous written consent to the proposed change to the constitution.
Administered by: Treasury
Registered 23 Sep 2009
Tabling HistoryDate
Tabled HR19-Oct-2009
Tabled Senate26-Oct-2009

Australian Securities and Investments Commission

Corporations Act 2001 — Paragraph 601QA(1)(b) — Declaration

 

Enabling Legislation

 

1.       The Australian Securities and Investments Commission makes this instrument under paragraph 601QA(1)(b) of the Corporations Act 2001 (the Act).

 

Title

 

2.       This instrument is ASIC Class Order [CO 09/552].

 

Commencement

 

3.       This instrument commences on the date it is registered under the Legislative Instruments Act 2003.

 

Note:    An instrument is registered when it is recorded on the Federal Register of Legislative Instruments (FRLI) in electronic form: see Legislative Instruments Act 2003, section 4 (definition of register).  The FRLI may be accessed at http://www.frli.gov.au/.

 

Declaration

 

4.       Chapter 5C of the Act applies to all persons in relation to a registered scheme as if section 601GC of the Act were modified or varied as follows:

(a)     in subsection (1) omit “The”, substitute “Subject to this section, the”; and

(b)     after subsection (1) insert:

“(1AAA)     The constitution of the scheme may be modified, or repealed and replaced with a new constitution, by the responsible entity if at least one of the following is satisfied at the time of the modification, or repeal and replacement:

(a)     a meeting of members is unable to be held because the quorum requirement in either subsection 252R(2) or the scheme’s constitution is not capable of being satisfied because the scheme has an insufficient number of members;

(b)     every member of the scheme is not entitled to vote at a meeting of members because of section 253E;

(c)     all interests in the scheme were issued:

(i)      in situations that did not require the responsible entity to give a Product Disclosure Statement; and

(ii)      without disclosure to investors under Part 6D.2; and

(iii)     without a prospectus under Division 2 of Part 7.12 of the old Corporations Law.

(1AAB)     The responsible entity may only make the modification, or repeal and replacement, under subsection (1AAA) if, before the modification, or repeal and replacement, both of the following are satisfied:

(a)        the responsible entity has provided to each member of the scheme, the auditor of the scheme and the auditor of the scheme’s compliance plan, all the information that the responsible entity reasonably expects to be material to the decision of a member whether to consent to the modification, or repeal and replacement;

(b)       after the information in paragraph (a) has been provided, every member of the scheme has given their written consent, to the modification, or repeal and replacement.

 

(1AAC)    In this section:

 

old Corporations Law means the Corporations Law of each State and Territory as in force from time to time before 13 March 2000.”.

 

 

Dated this 9th day of September 2009

 

 

 

 

Signed by Stephen Yen PSM

as a delegate of the Australian Securities and Investments Commission