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Corporations Regulations 2001

Authoritative Version
  • - F2016C00736
  • In force - Superseded Version
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SR 2001 No. 193 Regulations as amended, taking into account amendments up to Tax and Superannuation Laws Amendment (2016 Measures No. 2) Regulation 2016
Principal Regulations. These Regulations repeal the Corporations Regulations 1990 and the Partnerships and Associations Application Order 1999 (No. 1)
Administered by: Treasury
Registered 12 Jul 2016
Start Date 01 Jul 2016
End Date 28 Oct 2016
Table of contents.

Corporations Regulations 2001

Statutory Rules No. 193, 2001

made under the

Corporations Act 2001

Compilation No. 124

Compilation date:                              1 July 2016

Includes amendments up to:            F2016L00710

Registered:                                         12 July 2016

This compilation is in 7 volumes

Volume 1:       regulations 1.0.01–6D.5.02

Volume 2:       regulations 7.1.02–7.6.08E

Volume 3:       regulations 7.7.01–8.4.02

Volume 4:       regulations 9.1.01–12.9.03

Volume 5:       Schedules 1, 2 and 2A

Volume 6:       Schedules 3–12

Volume 7:       Endnotes

Each volume has its own contents

 

This compilation includes a commenced amendment made by SLI No. 101, 2013

About this compilation

This compilation

This is a compilation of the Corporations Regulations 2001 that shows the text of the law as amended and in force on 1 July 2016 (the compilation date).

The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.

Uncommenced amendments

The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Legislation Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the series page on the Legislation Register for the compiled law.

Application, saving and transitional provisions for provisions and amendments

If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.

Editorial changes

For more information about any editorial changes made in this compilation, see the endnotes.

Modifications

If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the series page on the Legislation Register for the compiled law.

Self‑repealing provisions

If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.

  

  

  


Contents

Schedule 1—List of forms in Schedule 2                                               1

Schedule 2—Forms                                                                                                       5

Form 314                                                                                                   10

Form 501                                                                                                   12

Form 502                                                                                                   14

Form 503                                                                                                   16

Form 509A                                                                                                                                17

Form 509B                                                                                                                                18

Form 509C                                                                                                                                19

Form 509E                                                                                                                                20

Form 509H                                                                                                                                21

Form 521                                                                                                   25

Form 5249                                                                                                 26

Form 527                                                                                                   28

Form 529A                                                                                                                                31

Form 529B                                                                                                                                32

Form 530                                                                                                   33

Form 531A                                                                                                                                34

Form 531B                                                                                                                                35

Form 531C                                                                                                                                36

Form 532                                                                                                   37

Form 535                                                                                                   38

Form 536                                                                                                   40

Form 537                                                                                                   42

Form 538                                                                                                   43

Form 539                                                                                                   45

Form 541                                                                                                   47

Form 542                                                                                                   50

Form 543                                                                                                   51

Form 544                                                                                                   52

Form 547                                                                                                   54

Form 548                                                                                                   55

Form 549                                                                                                   56

Form 550                                                                                                   57

Form 551                                                                                                   58

Form 552                                                                                                   60

Form 553                                                                                                   61

Form 701                                                                                                   62

Form 719                                                                                                   76

Form 719A                                                                                                                                78

Form 719B                                                                                                                                80

Form 720                                                                                                   82

Form 721                                                                                                   83

Form 905                                                                                                   84

Form 910                                                                                                   87

Schedule 2AForms of transfer of Division 3 securities   90

Form 1                                                                                                                                        90

Form 2                                                                                                                                        92

Form 3                                                                                                                                        94

Form 4                                                                                                                                        96

Form 5                                                                                                                                        97

Form 6                                                                                                                                        99

Form 7                                                                                                                                      101

Form 8                                                                                                                                      103

Form 9                                                                                                                                      104

Form 10                                                                                                          105


Schedule 1List of forms in Schedule 2

(regulation 1.0.03)

  

 

Column 1

Column 2

Column 3

Column 4


Item

Provision of the Act or the Regulations


Description of form

No. of form

Chapter 1   Introductory

1

Regulation 1.0.16

Verification or certification of a document

911

1A

Regulation 1.0.21

Cover page for office copy of a court order

105

2

Subsection 117(2)

Subsection 163(3)

Subsection 254X(2)

Subsection 601BC(2)

Certification of compliance with stamp duty law

207Z

3

Subparagraph 206F(1)(b)(i)

Notice to demonstrate why disqualification should not occur

5249

4

Subsection 206F(3)

Notice of disqualification from managing corporations

587

Chapter 3   Internal administration

23A

Section 250P

Extension of time for holding AGM

2501

26

Paragraph 263(2)(b)

Notification of further issue of debentures in a series

310

30

Paragraph 324(2)(e)

Return of members of firm of auditors

314

31

Paragraph 319(5)(a)

Subsections 324(1) & (2)

Subsections 327(4) & (15)

Paragraph 329(11)(c)

Section 330

Notice of resignation or removal of auditor

315

Chapter 4   Various corporations

Chapter 5   External administration

43

Subsection 414(2)

Notice to dissenting shareholder

501

44

Paragraph 414(9)(a)

Notice to remaining shareholder

502

44A

Subsection 419A(3)

Notice of controller’s intention not to exercise property rights

503

51A

Subsection 438C(3)

Notice to deliver books of company to the administrator

509A

51B

Subsection 443B(3)

Notice of administrator’s intention not to exercise property rights

509B

51C

Paragraph 445F(2)(a)

Notice of meeting of creditors to vary or terminate deed of company arrangement

509C

51E

Paragraph 450B(a)

Notice to creditors of execution of a deed of company arrangement

509E

51H

Paragraph 459E(2)(e)

Creditor’s statutory demand for payment of debt

509H

61

Subsections 494(1) & (2)

Declaration of solvency

520

62

Subsection 496(2) Subregulation 5.6.12(2)

Notice of meeting of creditors under section 496

521

68

Paragraph 568(8)(a)

Application requiring liquidator to decide whether to disclaim property

527

69

Subsection 601AA(2)

De‑registration—voluntary

6010

71

Subregulation 5.6.12(2)

Notice of meeting

529

71A

Paragraph 5.6.12(2)(aa)

Notice of first meeting of creditors of company under administration

529A

71B

Subsection 449C(5)

Notice of meeting of creditors to ratify appointment of administrator

529B

72

Regulation 5.6.13

Statement in writing of posting of notice of meeting

530

73

Paragraph 5.6.27(2)(a)

List of persons present at meeting of members or contributories

531A

73A

Paragraph 5.6.27(2)(b)

List of persons present at meeting of creditors or debenture holders

531B

73B

Paragraph 5.6.27(2)(c)

List of persons present at meeting of committee of inspection or committee of creditors

531C

74

Regulation 5.6.29

Appointment of proxy

532

75

Subregulation 5.6.39(3)

Notice to submit particulars of debt or claim

533

76

Subregulation 5.6.48(3)

Notice inviting formal proof of debt or claim

534

77

Subregulation 5.6.49(2)

Formal proof of debt or claim (General form)

535

78

Subregulation 5.6.49(2)

Formal proof of debt or claim on behalf of employees

536

79

Subregulation 5.6.54(1)

Notice of rejection of formal proof of debt or claim

537

80

Regulation 5.6.58

Provisional list of contributories

538

81

Subregulation 5.6.59(1)

Notice to contributories of appointment to settle list of contributories

539

83

Subregulation 5.6.60(2)

Certificate of liquidator of final settlement of list of contributories

541

84

Subregulation 5.6.61(1)

Provisional supplementary list of contributories

542

85

Subregulation 5.6.61(1)

Certificate of liquidator of settlement of supplementary list of contributories

543

86

Subregulation 5.6.62(4)

Notice to contributory of final settlement of list or supplementary list of contributories and of inclusion in list

544

88

Subregulation 5.6.65(1)

Notice of intention to declare a dividend

546

89

Subregulation 5.6.65(1)

Notice to creditor or person claiming to be a creditor of intention to declare a dividend

547

90

Subregulation 5.6.65(1)

Notice to creditor or person claiming to be a creditor of intention to declare a final dividend

548

91

Subregulation 5.6.67(3)

Notice of declaration of dividend

549

92

Regulation 5.6.70

Notice to liquidator to pay dividend to a person named

550

93

Subregulation 5.6.71(1)

Schedule of contributories or other persons to whom a distribution of surplus is to be paid

551

94

Subregulation 5.6.71(2)

Notice of distribution of surplus to contributories or other persons

552

95

Regulation 5.6.72

Authority to liquidator to pay distribution of surplus to a person named

553

Chapter 6   Acquisition of shares

96

Subsection 671B(4)

Notice of initial substantial holder

603

97

Subsection 671B(4)

Notice of change of interests of substantial holder

604

98

Subsection 671B(4)

Notice of ceasing to be a substantial holder

605

Chapter 7   Financial services and markets

99

Subregulation 7.6.08D(3)

Subregulation 7.6.08E(3)

Data on intermediated business with APRA‑authorised general insurers, Lloyd’s underwriters and unauthorised foreign insurers

701

Chapter 9   Miscellaneous

150

Subsection 1287(1)

Particulars of cessation or change relating to person registered as an auditor under subsection 1287(1)

905

154A

Subsection 1302(4)

Notice of change of address

909

155

Section 1313

Penalty notice

910

Schedule 2Forms

(regulations 1.0.02 and 1.0.03)

form 1003

105_Treasury

form 207Z

from 2501

form 310

Form 314  

(paragraph 324(2)(e))

 

Corporations Act 2001

 

RETURN OF MEMBERS OF FIRM OF AUDITORS

Name of firm:

 

Address of firm1:

 

The full names and addresses of all of the members of the firm are:

 

Surname

First or given names

Residential address

 

Dated

 

Signature2

 

1.   Give the address of each place of business of the firm.  If there is more than one place of business, indicate the principal place of business.

 

2.   To be signed by one of the members of the firm.

DIRECTION

 

Requirements relating to annexures are set out in regulation 1.0.06.

NOTE

 

The completion of this form does not relieve members of the firm from any obligation under the law relating to business names.

form 315

Form 501  

(subsection 414(2))

  

 

Australian Company Number:

 

Corporations Act 2001

NOTICE TO DISSENTING SHAREHOLDER

 

(Note that in this form “dissenting shareholder” means a shareholder who has not assented to the scheme or contract mentioned in paragraph B, or who has failed or refused to transfer his or her shares to the transferee in accordance with that scheme or contract)

 

1.   To

      of

A.  (insert name of person giving notice, in this form called “the transferee”)  The transferee on           (insert date)                                                    made

an offer to the holders of *shares in                                  Limited/

*shares included in                                                   class of shares

in                                     Limited for the transfer of those shares to the transferee, not being an offer made under a scheme or contract arising out of the making of takeover offers or a takeover announcement under the law relating to the acquisition of shares; and

B.  the scheme or contract involving the transfer of those shares to the transferee was on or before (insert date)                                                                                          approved by the holders of not less than nine‑tenths in nominal value of the shares *in that company/*included in that class of shares, other than shares already held at the date of the offer by, or by a nominee for, the transferee (or, if the transferee is a company, its subsidiary); and

C.  you are a dissenting shareholder of shares *in the company/ *included in that class of shares.

2.   The transferee gives you notice under subsection 414(2) that the transferee desires to acquire those shares held by you.

3.   You are entitled under subsection 414(7) to require the transferee, by a demand in writing served on the transferee within one month after the date on which this notice is given, to furnish to you a statement in writing of the names and addresses of all other dissenting shareholders shown in the register of members.

*4.  You are entitled not later than the expiration of one month after the date on which this notice is given or 14 days after the date on which a statement is supplied to you under subsection 414(7), whichever is the later, to elect, by notice to the transferee, which of the alternative terms offered to the approving shareholders under the scheme or contract you prefer.  The alternative terms are as follows:

5.   Unless, on application made by you within one month after the date on which this notice is given or within 14 days after a statement is supplied to you under subsection 414(7), the Federal Court of Australia or the Supreme Court of (State or Territory) orders otherwise, the transferee will be entitled and bound subject to subsection 414(7) to acquire your shares:

(a)  on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee; or

(b)  if alternative terms were offered — on the terms for which you have elected; or

(c)  if you have not so elected — on whichever of those terms the transferee determines unless the Court otherwise orders.

 

 

Dated

 

 

(signature of transferee)

*Omit if not applicable

DIRECTION

 

Requirements relating to annexures are set out in regulation 1.0.06.

 

Form 502  

(subsection 414(9)(a))

 

Australian Company Number:

 

 

Corporations Act 2001

 

NOTICE TO REMAINING SHAREHOLDER

 

1.   To

      of

A.  (insert name of person giving notice, in this form called “the transferee”)  The transferee in (insert date) made offers to the holders of shares *in Limited/*included in                                   class of shares in                                 Limited for the transfer of those shares to the transferee, not being offers made under a scheme or contract arising out of the making of takeover offers or a takeover announcement under the law relating to the acquisition of shares; and

B.   under the scheme or contract the transferee became an (insert date) beneficially entitled to shares in that company which together with any other shares in that company to which the transferee, or the transferee and any corporation related to the transferee, is beneficially entitled, comprise or include nine‑tenths in nominal value of the shares
*in                                          Limited/*included in that class of shares

 in                                Limited; and

C.   you are the holder of remaining shares *in that company/*included in that class of shares in that company and have not assented to the scheme or contract or been given notice in respect of those shares by the transferee under subsection 414(2).

 

2.   The transferee gives you notice under subsection 414(9) that under that scheme or contract the transferee on (insert date) become beneficially entitled to shares in      Limited and those shares together with any other shares in that company to which the transferee, or the transferee and any corporation related to the transferee, is beneficially entitled, comprise or included nine‑tenths in nominal value of the shares (in that company/*included in that class of shares in that company.

 

3.   You are entitled under subsection 414(9) within 3 months after the date on which this notice is given by notice to the transferee to require the transferee to acquire your shares.

*3.  You are entitled under subsection 414(9) within 3 months after the date on which this notice is given to elect by notice to the transferee which of the alternative terms offered to the approving shareholders under the scheme or contract you will accept.  The alternative terms are as follows:

 

4.   If you require the transferee to acquire the shares held by you the transferee will be entitled and bound to acquire those shares:

(a)  on the terms that under the scheme or contract were offered to the approving shareholders; or

(b)  if alternative terms were offered—on the terms for which you have elected;

(c)  if you do not so elect

(i)   on whichever of the terms the transferee determines or

(ii)  on such other terms as are agreed or as the Federal Court of Australia or the Supreme Court of`  on the application of the transferee or of yourself orders.

 

Dated

 

                                                                               (signature of transferee)

*Omit if not applicable

DIRECTION

 

Requirements relating to annexures are set out in regulation 1.0.06.

Form 503  

(subsection 419A(3))

 

Corporations Act 2001

NOTICE OF CONTROLLER’S INTENTION NOT TO EXERCISE PROPERTY RIGHTS

To:           (name),                              of               (address)                   , the *owner/*lessor of property (“the specified property”) being:

 

(name and description of property including, if appropriate, relevant reference numbers and account numbers identifying contracts such as leasing arrangements in relation to that property)

 

I               (name),              of               (address),              the controller of property of (name of corporation) (“the corporation”) give you notice that I do not propose to exercise rights in relation to the specified property as controller of the specified property, whether on behalf of the corporation or anyone else.

 

Dated

(Controller’s signature)

*Delete if not applicable

 

NOTES:

 

1.   Under subsection 419A(4) the controller is not liable for rent or other amounts by the corporation in relation to the specified property while this notice in force, but the notice does not affect a liability of the corporation.

 

2    Under subsection 419A(5), this notice ceases to have effect if the controller:

(a)   revokes the notice, by writing to the owner/lessor; or

(b)   exercises or purports to exercise a right in relation to the specified property the controller.

Form 509A  

(subsection 438C(3))

 

A.C.N. or A.R.B.N.

 

 

Corporations Act 2001

NOTICE TO DELIVER BOOKS OF COMPANY TO THE ADMINISTRATOR

Limited (administrator appointed)

 

To:       (name) of         (address)

 

1.   I (name), of (address), the administrator of the company, give you notice under subsection 438C(3) that I require you to deliver to me, at the above address, within (insert number being not less than 3) business days of the date of this notice, the books specified in the Schedule, being books of the company, that are in your possession.

 

2.   Note that under subsection 438C(5), you must comply with this notice except so far as you are entitled as against the company and the administrator, to retain possession of the books.

 

 

SCHEDULE

(insert specified books)

 

 

Dated

 

 

(administrator’s signature)

 

Form 509B  

(subsection 443B(3))

 

Corporations Act 2001

NOTICE OF ADMINISTRATOR’S INTENTION NOT TO EXERCISE PROPERTY RIGHTS

Limited (administrator appointed)

 

To:       (name), of        (address), the *owner/*lessor of property (“the specified property”) being:

 

(name and description of property, including, if appropriate, relevant reference numbers and account numbers identifying contracts such as leasing arrangements in relation to that property)

 

I             (name),          of          (address)       , the administrator of   (name of company) (“the company”) give you notice that I do not propose to exercise rights in relation to the specified property.

 

Dated

 

(administrator’s signature)

 

*Delete if not applicable

 

NOTES

 

1.   Under subsection 443B(4), the administrator is not liable for rent or other amounts payable by the company in relation to the specified property while this notice is in force, but the notice does not affect a liability of the company.

2.   Under subsection 443B(5), this notice ceases to have effect if:

(a)  the administrator revokes the notice, by writing to the owner/ lessor; or

(b)  the company exercises or purports to exercise a right in relation to the specified property.

Form 509C  

(paragraph 445F(2)(a))

 

A.C.N. or A.R.B.N.

 

Corporations Act 2001

NOTICE OF MEETING OF CREDITORS TO VARY OR TERMINATE DEED OF COMPANY ARRANGEMENT

Limited (subject to deed of company arrangement)

 

1.   Notice is given that a meeting of the creditors of the company will be held at (insert address and place of meeting) on (insert date) at (insert time) *a.m./*p.m.

 

2.   The purpose of the meeting is to consider and vote on the following resolutions:

 

      (Set out each resolution under section 445A or paragraph 445C(b) that the administrator of the deed of company arrangement proposes to be voted on at the meeting or, as the case may be, that creditors, in a request made under paragraph 445F(1)(b), have proposed to be voted on at the meeting.)

 

Dated

 

(signature of administrator)

*Delete if not applicable

Form 509E  

(paragraph 450B(a))

 

Corporations Act 2001

NOTICE TO CREDITORS OF EXECUTION OF A DEED OF COMPANY ARRANGEMENT

Limited (subject to deed of company arrangement)

 

*To (name) of (address)

 

*To creditors of the company

 

1.   Notice is given under section 450B that the company executed a deed of arrangement on (insert date).

 

2.   A copy of the deed may be inspected at (insert address).

 

 

Dated

 

(Signature of administrator of the
deed of company arrangement)

*Delete if not applicable

Form 509H  

(paragraph 459E(2)(e))

 

Corporations Act 2001

CREDITOR’S STATUTORY DEMAND FOR PAYMENT OF DEBT

To (name and A.C.N. or A.R.B.N. of debtor company) of (address of the company’s registered office)

 

1.   The company owes (name) of (address) (“the creditor”)

      *the amount of $(insert amount), being the amount of the debt described in the Schedule.

      *the amount of $(insert total amount), being the total of the amounts of the debts described in the Schedule.

 

*2.  The amount is due and payable by the company.

 

*2.  Attached is the affidavit of (insert name of deponent of the affidavit), dated (insert date of affidavit), verifying that the amount is due and payable by the company

 

3.   The creditor requires the company, within 21 days after service on the company of this demand:

(a)  to pay to the creditor the *amount of the debt/*total of the amounts of the debts; or

(b)  to secure or compound for the *amount of the debt/*total of the amounts of the debts, to the creditor’s reasonable satisfaction.

 

4.   The creditor may rely on a failure to comply with this demand within the period for compliance set out in subsection 459F(2) as grounds for an application to a court having jurisdiction under the Corporations Act 2001 for the winding up of the company.

 

5.   Section 459G of the Corporations Act 2001 provides that a company served with a demand may apply to a court having jurisdiction under the Corporations Act 2001 for an order setting the demand aside. An application must be made within 21 days after the demand is served and, within the same period:

(a)  an affidavit supporting the application must be filed with the court; and

(b)  a copy of the application and a copy of the affidavit must be served on the person who served the demand.

 

A failure to respond to a statutory demand can have very serious consequences for a company. In particular, it may result in the company being placed in liquidation and control of the company passing to the liquidator of the company.

 

6.   The address of the creditor for service of copies of any application and affidavit is (insert the address for service of the documents in the State or Territory in which the demand is served on the company, being, if solicitors are acting for the creditor, the address of the solicitors).

 

 

SCHEDULE

 

Description of the debt                                              Amount of the debt

(indicate if it is a judgment debt,
giving the name of the court
and the date of the order)

 

 

 

 

 

*Total Amount

 

 

Dated:

 

signed:

 

Print name:                                         capacity:

 

Corporation or partnership name (if applicable):

 

NOTES:

1.   The form must be signed by the creditor or the creditor’s solicitor. It may be signed on behalf of a partnership by a partner, and on behalf of a corporation by a director or by the secretary or an executive officer of the corporation.

2.   The amount of the debt or, if there is more than one debt, the total of the amounts of the debts, must exceed the statutory minimum of $2,000.

3.   Unless the debt, or each of the debts, is a judgment debt, the demand must be accompanied by an affidavit that:

(a)  verifies that the debt, or the total of the amounts of the debts, is due and payable by the company; and

(b)  complies with the rules.

4.   A person may make a demand relating to a debt that is owed to the person as assignee.

5.   This form was amended in 2006 as part of amendments of the Corporations Regulations 2001. For the period of 12 months after the commencement of those amendments a person may comply with paragraph 459E(2)(e) of the Corporations Act 2001 in relation to a statutory demand for payment of debt by using:

(a)  the version of this form that was in force immediately before the commencement of the amendments; or

(b)  this version of the form.

 

 

*Omit if inapplicable

form 520pg1

form 520pg2

Form 521  

(subsection 496(2), subregulation 5.6.12(6))

  

Corporations Act 2001

NOTICE OF MEETING OF CREDITORS UNDER SECTION 496

Limited

I,          (insert name)                 of                   insert address)                      

give notice that, under subsection 496(1), a meeting of the creditors of the company will be held at (insert place of meeting)                           on        (insert date

of meeting)             at             *a.m./p.m.

The winding up of the company commenced on                             and I was appointed liquidator by resolution of the members of the company. As the directors declared that the company would be able to pay its debts in full within a period not exceeding 12 months after the commencement of the winding up, the liquidation is proceeding as a members’ voluntary winding up.

A list of creditors prepared in accordance with subsection 496(2) is annexed.

I have formed the opinion that the company will not be able to pay or provide for the payment of its debts in full within that period and this meeting is summoned in order that the creditors may, if they so wish, exercise their right under subsection 496(5) to appoint some person other than myself to be the liquidate of the company