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Corporations Act 2001
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C2025C00410 (C142)
01 July 2025
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Volume 1
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Chapter 1—Introductory
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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
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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
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Part 1.2—Interpretation
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Division 1—General
5J Simplified outline of this Part
6 Effect of this Part
7 Identifying defined terms
9 Dictionary
9AA Certain family relationships
9AB Meaning of asset
9AC Meaning of director
9AD Meaning of officer
9A Meaning of rights issue
9B Meaning of remuneration recommendation
9D Meaning of declared financial market
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Division 2—Meaning of associate
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
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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
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Division 5A—Types of company
45A Meaning of proprietary company, small proprietary company and large proprietary company
45B Meaning of small company limited by guarantee
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Division 6—Subsidiaries and related bodies corporate
46 Meaning of subsidiary—general
47 Control of a body corporate’s board
48 Matters to be disregarded
49 References in this Division to a subsidiary
50 Meaning of related body corporate
50AAA Meaning of associated entity
50AA Meaning of control
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Division 7—Meaning of some other expressions
51F Meaning of PPSA retention of title property
51M Meaning of mutual entity
52A Signing
53 Meaning of affairs—body corporate other than a CCIV
53AAA Meaning of affairs—CCIV
53AA Meaning of business affairs—body corporate
53AB Meaning of business affairs—natural person
53AC Meaning of business affairs—partnership
53AD Meaning of business affairs—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
64A Meaning of entity
64B Entities connected with a corporation
65 Eligible money market dealer
66A Meaning of exempt body corporate
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
86 Possession
88A Meaning of public document
88B Meaning of qualified accountant
89 Meaning of qualified privilege
90 Receivers and managers
91 Meaning of relation-back day
92 Meaning of securities
95A Meaning of solvent and insolvent
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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 Meaning of in this jurisdiction or elsewhere and outside this jurisdiction
102C Meaning of 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
105A When is an electronic communication sent and received
105B Place where an electronic communication is sent or received
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
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Part 1.2AA—Signing and sending documents
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Division 1—Technology neutral signing
110 When this Division applies
110A Technology neutral signing
110B Lodgement of documents
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Division 2—Technology neutral sending of documents, and related matters
110C Documents to which this Division applies
110D Technology neutral sending of documents
110E Election to be sent documents in physical form or electronic form, or not to be sent documents
110F Failure to comply with member’s election to be sent document in particular form
110G Failure to comply with member’s election not to be sent documents
110H Effect of election not to be sent documents
110J Ad hoc requests to be sent documents in a particular form
110JA Sender does not need to send document if member uncontactable
110K Obligation to give notice of members’ rights
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Part 1.2A—Disclosing entities
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Division 1—Object of Part
111AA Object of Part
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Division 2—Meaning of disclosing entity and related terms
111AC Meaning of disclosing entity
111AD Meaning of 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 Meaning of listed disclosing entity
111AM Meaning of quoted ED securities
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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
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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
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Part 1.4—Technical provisions about aids for readers
111J Small business guide
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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
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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 and execute documents (including deeds)
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 Simplified outline of this Part
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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
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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 required
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
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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
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Division 3—Resignation, retirement or removal of directors
203A Director may resign by giving written notice to company (replaceable rule—see section 135)
203AA Resignation of directors—when resignation takes effect
203AB Resignation of directors—resignation has no effect if company has no other directors
203B Signpost to consequences of disqualification from managing corporations
203C Removal by members—proprietary companies (replaceable rule—see section 135)
203CA Resolution to remove directors—resolution is void if proprietary company has no other directors
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)
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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
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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.
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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
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Part 2D.7—Ban on hedging remuneration of key management personnel
206J No hedging of remuneration of key management personnel
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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 How meetings of members may be held
249RA Place and time of meetings and presence at meetings
249S Reasonable opportunity to participate
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)
250JA Certain resolutions must be decided on a poll—listed companies
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)
250MA Requirements for a special resolution
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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 How meetings of members may be held
252PA Place and time of meetings and presence at meetings
252Q Reasonable opportunity to participate
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
253LA Requirements for a special resolution or an extraordinary resolution
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Division 7—Minutes and members’ access to minutes
253M Minutes
253N Members’ access to minutes
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Part 2G.5—Electronic recording and keeping of minute books
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Division 4—Recording and keeping of minute books
253S Electronic recording and keeping of minute books
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Part 2G.6—Exceptional circumstances
253T Exceptional circumstances—AGM
253TA Exceptional circumstances—virtual meetings
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Part 2G.7—Independent reports on polls
253U Application of Part
253UA Independent persons
253UB Company members’ rights to request observer and report on conduct of poll
253UC Company members’ rights to request scrutiny and report on outcome of poll
253UD Registered scheme members’ rights to request observer and report on conduct of poll
253UE Registered scheme members’ rights to request scrutiny and report on outcome of poll
253UF Right of independent person to information
253UG Record-keeping for reports on polls
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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
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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
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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
283BHA Additional requirements for describing debentures as secured notes
283BI Offences for failure to comply with statutory duties
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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
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Part 2L.4—Trustee
283DA Trustee’s duties
283DB Exemptions and indemnifications of trustee from liability
283DC Indemnity
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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
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Part 2L.6—Civil liability
283F Civil liability for contravening this Chapter
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Part 2L.7—ASIC powers
283GA ASIC’s power to exempt and modify
283GB ASIC may approve body corporate to be trustee
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Part 2L.8—Court
283HA General Court power to give directions and determine questions
283HB Specific Court powers
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Part 2L.9—Location of other debenture provisions
283I Signpost to other debenture provisions
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Chapter 2M—Financial reports, sustainability 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 and sustainability records
286 Obligation to keep financial records
286A Obligation to keep sustainability records
287 Language requirements
288 Physical format
289 Place where financial records are kept
289A Place where sustainability records are kept
290 Director access
291 Signposts to other relevant provisions
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Part 2M.3—Financial and sustainability reporting
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Division 1—Annual financial reports, sustainability reports and directors’ reports
292 Who has to prepare annual financial reports and directors’ reports
292A Who has to prepare annual sustainability 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
296A Contents of annual sustainability report
296B Contents of climate statements—statement about there being no financial risks or opportunities relating to climate
296C Compliance with sustainability standards etc.
296D Climate statement disclosures
296E ASIC directions
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
300C Annual directors’ report—registrable superannuation entities
301 Audit of annual financial report
301A Audit of annual sustainability report
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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
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Division 3—Audits and auditor’s reports
307 Audit of financial report
307A Audit of financial report to be conducted in accordance with auditing standards
307AA Audit of sustainability report
307AB Audit of sustainability report to be conducted in accordance with auditing standards
307B Working papers for audit of financial or sustainability report 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
309A Auditor’s report on sustainability 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
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Division 4—Annual financial and sustainability reporting to members
314 Annual financial and sustainability reporting by companies, registered schemes and disclosing entities to members
314AA Annual financial reporting by registrable superannuation 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
316A Annual financial and sustainability reporting to members of companies limited by guarantee
316B Annual sustainability reporting to the public by other entities
317 Consideration of reports at AGM
318 Additional reporting by debenture issuers
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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 reports, sustainability reports or directors’ reports amended after lodgment
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Division 6—Special provisions about consolidated financial and climate 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
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Division 7—Financial years and half-years
323D Meaning of financial year and half-year—company, registered scheme and disclosing entity
323DAAA Financial years for registrable superannuation entities
323DAA Meaning of financial year—notified foreign passport fund
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Division 8—Disclosure by listed companies of information filed overseas
323DA Listed companies to disclose information filed overseas
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Division 9—Disclosure by listed entities of information about jobkeeper payments
323DB Requirement to notify market operator about jobkeeper payments
323DC ASIC must publish report
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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, registered scheme or registrable superannuation entity
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 Meaning of professional member—audit team
324AF Meaning of lead auditor and review auditor
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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 2A—Eligibility requirements for auditors of registrable superannuation entities
324BF Eligibility requirements for auditors of registrable superannuation entities
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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
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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
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Subdivision C—Common provisions
324CL People who are regarded as officers of a company for the purposes of this Division
324CLA Extended meaning of officer of a registrable superannuation entity
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Division 4—Deliberately disqualifying auditor
324CM Deliberately disqualifying auditor
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Division 5—Auditor rotation for listed companies, listed registered schemes and registrable superannuation entities
324DA Limited term for eligibility to play significant role in audit of a listed company, listed registered scheme or registrable superannuation entity
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
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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
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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
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Division 8—Appointment, removal and fees of auditors of registrable superannuation entities
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Subdivision A—Appointment of registrable superannuation entity auditors
331AF Registrable superannuation entity auditor (initial appointment of auditor)
331AG Registrable superannuation entity auditor (appointment to fill vacancy)
331AH Registrable superannuation entity auditor (duration of appointment)
331AJ ASIC’s power to appoint auditor of a registrable superannuation entity
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Subdivision B—Removal and resignation of registrable superannuation entity auditors
331AK Removal and resignation of auditors
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Subdivision C—Fees and expenses of auditors
331AL Fees and expenses of auditors
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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
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Part 2M.5—Accounting, sustainability and auditing standards
334 Accounting standards
335 Equity accounting
336 Auditing standards
336A Sustainability standards
337 Interpretation of accounting, auditing and sustainability standards
338 Evidence of text of accounting, auditing or sustainability standard
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Part 2M.6—Exemptions and modifications
340 Exemption orders—companies, registered schemes, registrable superannuation entities and disclosing entities
340A Exemption orders—notified foreign passport funds
341 Exemption orders—class orders for companies, registered schemes, registrable superannuation entities and disclosing entities
341A Exemption orders—class orders for notified foreign passport funds
342 Exemption orders—criteria for orders for companies, registered schemes, registrable superannuation entities, 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, registered scheme or registrable superannuation entity of section 342A declaration
343 Modification by regulations
343A Minister may apply the Chapter to notified foreign passport funds
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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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Part 2M.8—Additional provisions relating to registrable superannuation entities
345AAA Obligations of registrable superannuation entities
345AAB Notices etc. given to RSE licensees
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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 Meaning of 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 Meaning of property and receiver
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 Reporting 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 Meaning of property and receiver
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 5.3B—Restructuring of a company
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Division 1—Preliminary
452A Object of this Part
452B Meaning of property
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Division 2—Restructuring
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Subdivision A—When restructuring begins and ends
453A Meaning of restructuring
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Subdivision B—Appointment of restructuring practitioner
453B Appointing a restructuring practitioner
453C Eligibility criteria for restructuring
453D Declaration by restructuring practitioner—relevant relationships
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Subdivision C—Role of the restructuring practitioner during restructuring
453E Functions, duties and powers of the restructuring practitioner
453F Directors to help restructuring practitioner
453G Restructuring practitioner’s right to inspect books held by other persons
453H Restructuring practitioner acts as company’s agent
453J Restructuring practitioner may terminate restructuring
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Subdivision D—Conduct of company during restructuring
453K Control of company under restructuring
453L Conducting the business of the company during restructuring
453M Order for compensation where director involved in void transaction
453N Effect of things done during restructuring of company
453P Effect of restructuring on company’s members
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Subdivision E—Effect on company etc. during restructuring
453Q Winding up company
453R Restrictions on exercise of third party property rights
453S Stay of proceedings
453T Suspension of enforcement process
453U Duties of court officer in relation to property of company
453V Lis pendens taken to exist
453W Restructuring not to trigger liability of director or relative under guarantee of company’s liability
453X Property subject to a banker’s lien—exemption from this Subdivision
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Subdivision F—Rights of secured party, owner or lessor during restructuring
454A Application of Subdivision
454B Application of sections 454C to 454H—PPSA security interests
454C Secured party acts before or during decision period
454D Where enforcement of security interest begins before restructuring
454E Security interest in perishable property
454F Court may limit powers of secured party etc. in relation to secured property
454G Giving a notice under a security agreement etc.
454H Sale of property subject to a possessory security interest
454J Scope of sections 454K to 454M
454K Where recovery of property begins before restructuring
454L Recovering perishable property
454M Court may limit powers of receiver etc. in relation to property used by company
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Subdivision G—Enforcement rights triggered by restructuring
454N Stay on enforcing rights merely because the company is under restructuring etc.
454P Lifting the stay on enforcing rights
454Q Order for rights to be enforceable only with leave of the Court
454R Self-executing provisions
454S When other laws prevail—certain other Commonwealth Acts
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Division 3—Restructuring plan
455A Proposing a restructuring plan
455B Restructuring plan
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Division 4—The restructuring practitioner
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Subdivision A—Qualifications of restructuring practitioners
456A Appointee must consent
456B Restructuring practitioner must be registered liquidator
456C Disqualification of person connected with company
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Subdivision B—Removal and replacement of restructuring practitioner
456D Appointment of restructuring practitioner cannot be revoked
456E Vacancy in office of restructuring practitioner for company
456F Declarations by replacement restructuring practitioner—relevant relationships
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Subdivision C—Rights, obligations and liabilities in relation to the restructuring practitioner
456G Rights, obligations and liabilities of a company and its officers in relation to the restructuring practitioner
456H No liability for consent etc.
456J Right of indemnity
456K Right of indemnity has priority over other debts
456L Lien to secure indemnity
456LA Restructuring practitioner has qualified privilege
456LB Protection of persons dealing with restructuring practitioner
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Subdivision D—Appointment of 2 or more restructuring practitioners
456M Appointment of 2 or more restructuring practitioners of company
456N Appointment of 2 or more restructuring practitioners of restructuring plan
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Division 5—Information, reports, documents etc.
457A Regulations may deal with information etc.
457B Notice in public documents of company
457C Effect of contravention of this Division
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Division 6—Powers of Court
458A General power to make orders
458B Other powers of the Court
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Division 7—Other matters
458C Time for doing act does not run while act prevented by this Part
458D Meaning of restructuring relief period
458E Meaning of eligible for temporary restructuring relief
458F Directors declare company not eligible for temporary restructuring relief
458G Court order that company not eligible for temporary restructuring relief
458H Obligation on registered liquidator to report
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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 1AA—Preliminary
465 Meaning of property
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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 Meaning of property
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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
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Subdivision A—Liquidation process
497 Information about the company’s affairs
498 Declaration that company eligible for the simplified liquidation process
499 Liquidators
500 Execution and civil proceedings
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Subdivision B—Simplified liquidation process for creditors’ voluntary winding up of an insolvent company
500AAA Meaning of triggering event
500A Liquidator may adopt the simplified liquidation process
500AA Eligibility criteria for the simplified liquidation process
500AB Creditors may request liquidator not to follow the simplified liquidation process
500AC Liquidator must cease to follow the simplified liquidation process
500AD Working out whether the 25% in value of creditors test met
500AE Simplified liquidation process
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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 Meaning of property
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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
513CA Meaning of section 513CA day
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
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 Meaning of property
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
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Subdivision A—Kinds of transactions that may be voidable
588FA Meaning of unfair preference
588FB Meaning of uncommercial transaction
588FC Meaning of insolvent transaction
588FD Meaning of unfair loan
588FDA Meaning of unreasonable director-related transaction
588FDB Meaning of creditor-defeating disposition
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Subdivision B—Voidable transactions
588FE Voidable transactions
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Subdivision C—Court orders about voidable transactions
588FF Courts may make orders about voidable transactions
588FG Transaction not voidable as against certain persons
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Subdivision D—ASIC orders about certain voidable transactions
588FGAA ASIC may order undoing of effect of creditor-defeating dispositions by company being wound up
588FGAB Content and copies of orders
588FGAC Compliance with orders generally
588FGAD Compliance with orders for payment
588FGAE Court may set aside order by ASIC
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Subdivision E—Various rules about voidable transactions
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—Duties to prevent insolvent trading and creditor-defeating dispositions
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Subdivision A—Director’s duty to prevent insolvent trading
588G Director’s duty to prevent insolvent trading by company
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Subdivision B—Duties to prevent creditor-defeating dispositions
588GAA Object of this Subdivision
588GAB Officer’s duty to prevent creditor-defeating disposition
588GAC Procuring creditor-defeating disposition
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Subdivision C—Safe harbour from breach of duties
588GA Safe harbour—taking course of action reasonably likely to lead to a better outcome for the company
588GAAA Safe harbour—temporary relief in response to the coronavirus
588GAAB Safe harbour—companies under restructuring
588GAAC Safe harbour—temporary relief for companies looking for a restructuring practitioner
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
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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Volume 3
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Chapter 5A—Deregistration, and transfer of registration, of companies
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Part 5A.1—Deregistration
601 Meaning of property
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 Meaning of property
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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.
601CCA Publishing notices relating to 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.
601CLA Publishing notices relating to 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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Chapter 5C—Managed investment schemes
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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
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Part 5C.2—The responsible entity
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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
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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
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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
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Part 5C.3—The constitution
601GA Contents of the constitution
601GB Constitution must be legally enforceable
601GC Changing the constitution
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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
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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
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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
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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
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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
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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
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Part 5C.10—Deregistration
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Division 1—Registered schemes that are not Australian passport funds
601PAA Application of this Division
601PA Deregistration—voluntary
601PB Deregistration by ASIC
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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
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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 Meaning of fees and law—Chapter 5D
601RAB Meaning of trustee company and client
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.
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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.
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Division 5—Miscellaneous
601TEA Power of the Court with respect to excessive fees
601TEB Directors’ fees
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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
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Part 5D.5—Limit on control of and proposed licensed trustee companies
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Division 1—15% voting power limit
601VAA Meaning of unacceptable control situation—licensed trustee company or a proposed licensed trustee company
601VAB Acquisitions of shares
601VAC Orders to remedy unacceptable control situation
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 the company concerned 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
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Part 5D.6—ASIC-approved transfers of estate assets and liabilities
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Division 1—Preliminary
601WAA Meaning of estate assets and liabilities
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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
601WCI Authorisation to perform functions or exercise powers in this Part
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Division 4—Miscellaneous
601WDA Transferring company required to contact certain persons
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Part 5D.7—Contraventions and holding out
601XAA Civil liability of licensed trustee companies
601XAB Prohibition on holding out
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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 Meaning of substantial interest
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
609A Another situation not giving rise to relevant interests—acceptance facility
609B Another situation not giving rise to relevant interests—securities subject to escrow agreement in connection with initial public offer etc.
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
641A Use or disclosure of information obtained from target
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 Sending documents to holders of securities—general
648CB Sending documents to holders of securities—effect of election by holder to be sent documents by target in particular form
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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 Takeovers Panel may make declaration
657C Applying for declarations and orders
657D Orders that Takeovers Panel may make following declaration
657E Interim orders
657EA Internal Takeovers Panel reviews
657EB References by Courts
657F Offence to contravene Takeovers Panel order
657G Orders by the Court where contravention or proposed contravention of Takeovers Panel order
657H ASIC may publish report about application to Takeovers Panel or Court
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Subdivision C—General provisions
658A Power of Takeovers Panel where a proceeding is frivolous or vexatious
658B Evidentiary value of findings of fact by Takeovers Panel
658C Takeovers Panel’s power to make rules
658D Inconsistency between Takeovers Panel rules and ASIC exemption or declaration
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Division 3—Court powers
659A Takeovers 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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Part 6A.7—Miscellaneous
669A Sending documents
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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—reasonable person’s expectations
674A Continuous disclosure—listed disclosing entity bound by a disclosure requirement in market listing rules—knowledge, recklessness or negligence
675 Continuous disclosure—other disclosing entities—reasonable person’s expectations
675A Continuous disclosure—other disclosing entities—knowledge, recklessness or negligence
676 Meaning of generally available
677 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
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Division 2—Remedies
737 Remedies for investors
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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 Meaning of 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 Meaning of 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
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Chapter 7—Financial services and markets
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Part 7.1—Preliminary
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Division 1—Object of Chapter and outline of Chapter
760A Object of Chapter
760B Outline of Chapter
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Division 2—Meaning of some terms relating to financial services and markets
761A Meaning of some terms relating to financial services and markets
761B Meaning of arrangement
761CAA Meaning of claimant intermediary
761CA Meaning of class and kind of financial products and financial services
761D Meaning of derivative
761DA Meaning of insurance claims manager
761E Meaning of acquire, issue and provide
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
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Division 3—Meaning of financial product and related terms
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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
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Subdivision B—The general definition
763A Meaning of financial product
763B Meaning of makes a financial investment
763C Meaning of manages financial risk
763D Meaning of makes non-cash payments
763E What if a financial product is only incidental?
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Subdivision C—Specific inclusions
764A Specific things that are financial products (subject to Subdivision D)
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Subdivision D—Specific exclusions
765A Specific things that are not financial products
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Division 4—Meaning of financial service and related terms
766A Meaning of financial service
766B Meaning of financial product advice, personal advice and general advice
766C Meaning of dealing
766D Meaning of makes a market
766E Meaning of custodial or depository service
766F Meaning of crowd-funding service
766G Meaning of claims handling and settling service
766H Meaning of superannuation trustee service
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Division 5—Meaning of financial market
767A Meaning of financial market
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Division 6—Meaning of clearing and settlement facility
768A Meaning of clearing and settlement facility
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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 Meaning of clearing and settlement arrangements
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Division 2—Requirement to be licensed
791A Need for a licence
791B Other prohibitions on holding out
791C Exemptions by ASIC
791D When a financial market is operated in this jurisdiction
791E Criteria for declarations that financial markets have a material connection with this jurisdiction
791F Ministerial consent to ASIC determination required
791G Revoking declarations that financial markets have a material connection with 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 ASIC
794A ASIC’s directions power—promoting compliance
794AA ASIC’s directions power—crisis resolution
794AB Matters relating to ASIC directions—crisis resolution
794B ASIC’s power to require special report
794BA ASIC’s power to require expert report
794C ASIC assessment of licensee’s compliance
794D ASIC’s directions power—protecting dealings in financial products
794DA Matters relating to ASIC directions—protecting dealings in financial products
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 ASIC
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 ASIC’s directions power—protecting people dealing in financial products
798JA Matters relating to ASIC directions—protecting people dealing in financial products
798JB ASIC’s directions power—crisis resolution
798JC Matters relating to ASIC directions—crisis resolution
798K Alternatives to civil proceedings
798L Exemptions and modifications by regulations
798M Exemptions by ASIC
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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 ASIC
820CA Exemptions by Reserve Bank
820D When a clearing and settlement facility is operated in this jurisdiction
820E Criteria for declarations that clearing and settlement facilities have a material connection with this jurisdiction
820F Relevant determinations
820G Ministerial consent to Reserve Bank or ASIC determination required
820H Revoking declarations that clearing and settlement facilities have a material connection with 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
821C Obligation to assist
821D Obligation to give access to the facility
821E Annual report
821F Change of country by foreign licensee
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Subdivision AA—Obligations on licensees and certain related bodies and persons
821H Notification of recapitalisation or restructuring
821J Notice of any other material changes in circumstances
821K Notification of appointment of external administrator
821L Notification from liquidator and request for information about winding up
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Subdivision B—The facility’s operating rules and procedures
822A Content of the operating rules and procedures
822B Legal effect of operating rules
822C Enforcement of operating rules
822D Changing the operating rules
822E Disallowance of changes to operating rules
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Subdivision C—Powers of ASIC and the Reserve Bank in relation to licensees
823A ASIC’s power to give directions
823B ASIC’s power to require special report
823BA Reserve Bank’s power to require special report
823BB ASIC’s power to require expert report
823BC Reserve Bank’s power to require expert report
823C ASIC assessment of licensee’s compliance
823CA Reserve Bank assessment of compliance
823D ASIC’s directions power—protecting dealings in financial products and ensuring fair and effective provision of services by CS facilities
823DA Matters relating to ASIC directions—protecting dealings in financial products and ensuring fair and effective provision of services by CS facilities
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Subdivision D—Reserve Bank’s directions powers
823E Reserve Bank’s directions power—directions to increase compliance or reduce systemic risk
823F Reserve Bank’s directions power—directions to preserve stability in the Australian financial system
823G Reserve Bank’s directions power—directions to enhance resolvability
823H Reserve Bank’s directions power—directions to give information to assist the Reserve Bank perform its functions
823J Matters relating to all Reserve Bank directions—order for body corporate to comply with direction
823K Matters relating to all Reserve Bank directions—variation or revocation
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Subdivision E—Matters relating to Reserve Bank recapitalisation directions
823L Recapitalisation directions—matters relating to compliance
823M Recapitalisation directions—Reserve Bank must obtain expert’s report on the fair value of shares etc.
823N Recapitalisation directions—determination of the fair value of shares or rights by an expert
823P Recapitalisation directions—working out the fair value of other capital instruments
823Q Recapitalisation directions—contravening certain provisions does not affect the validity of the direction etc.
823R Recapitalisation directions—exceptions to Part IV of the Competition and Consumer Act 2010
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Subdivision F—Other matters relating to Reserve Bank directions
823S Directions to preserve stability in the Australian financial system—relationship with other provisions
823T All Reserve Bank directions—publishing details about directions
823U All Reserve Bank directions—injunctions
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Subdivision G—Other matters relating to ASIC or Reserve Bank powers
823V Exercise of Reserve Bank powers to give directions under section 823F not grounds for denial of obligations
823W All ASIC and Reserve Bank directions etc. under this Part—failure by officers to take reasonable steps to ensure compliance
823X All ASIC and Reserve Bank directions under this Part—protection from liability for compliance in good faith
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Division 3—The Australian CS facility licence
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Subdivision A—How to get a licence
824A How to apply for a licence
824B When a licence may be granted
824C Publication of notice of licence grant
824D More than one licence in the same document
824E More than one CS facility covered by the same licence
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Subdivision B—The conditions on the licence
825A The conditions on the licence
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Subdivision C—When a licence can be varied, suspended or cancelled
826A Varying licences
826B Immediate suspension or cancellation
826C Suspension or cancellation following hearing and report
826D Effect of suspension
826E Variation or revocation of suspension
826F Publication of notice of licence suspension or cancellation
826G Suspension and cancellation only in accordance with this Subdivision
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Division 3A—CS facility rules
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Subdivision A—Power to make CS facility rules
826H CS facility rules
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Subdivision B—Compliance with CS facility rules
826J Complying with CS facility rules
826K Inconsistency with other instruments
826L Alternatives to civil proceedings
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Subdivision C—The process of making CS facility rules
826M ASIC to consult before making rules
826N Ministerial consent to rules required
826P Emergency rules—consultation and consent not required
826Q Crisis resolution—consultation and consent not required
826R Variation and revocation of rules
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Subdivision D—Limitations
826S Regulations may limit how rules may deal with certain matters
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Subdivision E—Exemptions
826T Provisions covered by this Subdivision
826U Exemptions and modifications by regulations
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Division 4—Other matters
827A Matters to be taken into account by ASIC
827B ASIC may give advice to Minister and Reserve Bank
827C Reserve Bank may give advice to Minister and ASIC
827D Reserve Bank may determine financial stability standards
827DA Reserve Bank may determine resolvability standards for CS facility licensees and certain related bodies corporate
827DB Resolution planning
827E Certain powers—consultation between ASIC and the Reserve Bank
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Part 7.3A—CS services
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Division 1—Preliminary
828 Meaning of CS service
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Division 2—Regulation of CS services: CS services rules
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Subdivision A—Power to make CS services rules
828A CS services rules
828B CS services in relation to which rules may impose requirements
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Subdivision B—Compliance with CS services rules
828C Obligation to comply with CS services rules
828D Obligation to notify ASIC in respect of breach
828E Alternatives to civil proceedings
828F Failure to comply with CS services rules does not invalidate transaction etc.
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Subdivision C—Power of ASIC to give directions etc.
828G ASIC’s power to give directions to person not complying with obligations
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Subdivision D—The process of making CS services rules
828H Matters to which ASIC must have regard when making rules
828J ASIC to consult before making rules
828K Ministerial consent to rules required
828L Emergency rules: consultation and consent not required
828M Amendment and revocation of CS services rules
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Division 3—Other provisions
828N ASIC may give advice to Minister
828P ACCC may give advice to Minister
828Q Reserve Bank may give advice to Minister
828R Exemptions by the regulations or by ASIC
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Part 7.3B—Crisis resolution for CS facility licensees
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Division 1—Preliminary
830A Simplified outline of this Part
830B Object of this Part
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Division 2—Crisis resolution for CS facility licensees
831A Reserve Bank may exercise crisis resolution powers if certain conditions are satisfied
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Division 3—Statutory management
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Subdivision A—Statutory management of body corporate in relation to CS facility licensee in crisis
832A Statutory manager takes control of body corporate
832B Termination of appointment of statutory manager
832C When a statutory manager is in control
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Subdivision B—Powers of statutory manager
833A Role of the statutory manager
833B Powers to remove director etc.
833C Power to alter body corporate’s constitution etc.
833D Powers to facilitate recapitalisation
833E Statutory manager may request information etc. to be given
833F Statutory manager acts as body corporate’s agent
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Subdivision C—Effect of statutory manager assuming control
834A Exercise of directors’ powers while body corporate under statutory management
834B Effect of things done during statutory management of body corporate
834C Effect of statutory management on body corporate’s members
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Subdivision D—Additional duties of statutory manager
835A Reporting to Reserve Bank
835B Reserve Bank’s directions power—directions to statutory manager
835C Consent to take action that may affect financial system stability in Australia
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Subdivision E—Other matters
836A Effect on external administration
836B Appointment of 2 or more statutory managers of body corporate
836C Costs of statutory management
836D Annual general meeting need not be held
836E Dealing with property subject to circulating security interests
836F When statutory manager may dispose of encumbered property
836G Proceeds of sale of property
836H Supply of essential services
836J Statutory manager has qualified privilege
836K Protection of persons dealing with statutory manager
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Division 4—Compulsory transfer of business or shares
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Subdivision A—Compulsory transfer of business or shares of body corporate in relation to CS facility licensee in crisis
837A Compulsory transfer of shares in body corporate
837B Compulsory transfer of business of body corporate
837C When consent of receiving body is in force
837D Agreement about how transfer is to be effected
837E Determination may impose conditions
837F Determination that transfer is not to take effect
837G Consultation
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Subdivision B—Transfer process
838A Certificate of transfer
838B Time and effect of transfer of shares
838C Time and effect of transfer of business
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Subdivision C—Other matters
839A Partial transfer of netting contracts void
839B Reserve Bank may provide information to receiving body
839C Certificates in relation to land and interests in land
839D Certificates in relation to other assets
839E Documents purporting to be certificates
839F Construction of references in instruments to target body
839G Income or other distribution received by target body
839H Access to books
839J Relationship of Division with other laws etc.
839K Reserve Bank’s rules may make special provision in relation to compulsory transfer
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Division 5—Directions
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Subdivision A—Directions to manage or respond to crisis
840A Reserve Bank’s directions power—manage or respond to crisis
840B Matters relating to Reserve Bank directions—manage or respond to crisis
840C Directions to manage or respond to crisis—relationship with other provisions
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Subdivision B—Directions to give information to assist crisis management
841A Reserve Bank’s directions power—information to assist crisis management
841B Matters relating to Reserve Bank directions—information to assist crisis management
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Division 6—Moratorium on action during statutory management or compulsory transfer
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Subdivision A—Circumstances to which moratorium is relevant
842A Circumstances to which moratorium is relevant
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Subdivision B—Stay on enforcement rights triggered by statutory management or compulsory transfer
843A Stay on enforcing rights merely because the body corporate is under statutory management or subject to a transfer determination
843B Exceptions
843C Stay on body corporate’s right to new advance of money or credit
843D Self-executing provisions
843E When other laws prevail—certain other Commonwealth Acts
843F Circumstances where a transaction by statutory manager not voidable under section 588FE
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Subdivision C—Protection of body corporate’s property
844A Winding up body corporate
844B Restrictions on exercise of third party property rights
844C Stay of proceedings
844D Reserve Bank and statutory manager not liable in damages for refusing consent
844E Suspension of enforcement process
844F Duties of court officer in relation to property of a body corporate
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Subdivision D—General power to make orders
845A General power to make orders
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Division 7—Funding for crisis resolution
846A Authorising arrangements for the purposes of crisis resolution
846B Appropriation of Consolidated Revenue Fund
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Division 8—Cross-border crisis resolution
847A Reserve Bank may recognise crisis resolution of foreign operator of a clearing and settlement facility
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Division 9—Other matters
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Subdivision A—Secrecy determinations
848A Determinations that information is covered by secrecy provision
848B Variation or revocation of determinations
848C Prohibition on disclosing information covered by secrecy provision
848D Disclosure of publicly available information
848E Disclosure allowed by the Reserve Bank
848F Disclosure for the purpose of seeking review or legal advice
848G Disclosure under the Reserve Bank Act
848H Disclosure under the ASIC Act
848J Disclosure in circumstances determined by the Minister
848K Disclosure for same purpose
848L Exceptions operate independently
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Subdivision B—Other powers of Reserve Bank
849AA Reserve Bank may apply for body corporate to be wound up
849AB Reserve Bank may request ASIC to make rules or give directions
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Subdivision C—Temporary suspension of termination rights
849BA Application of this Subdivision
849BB Stay on exercising termination rights
849BC Self-executing provisions
849BD When other laws prevail—certain other Commonwealth Acts
849BE Circumstances where a transaction by statutory manager not voidable under section 588FE
849BF General power to make orders
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Subdivision D—Other matters
849CA Reserve Bank may object to exercise of certain powers by ASIC during crisis resolution
849CB Expert report for acquisition or disposal of assets
849CC Exercise of Reserve Bank powers under this Part not grounds for denial of obligations
849CD Protection from liability for acts or omissions in good faith
849CE Compensation for acquisition of property
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Part 7.4—Limits on involvement with licensees
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Division 1—Limit on control of certain licensees
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Subdivision A—20% voting power limit
850A Scope of Division
850B Meaning of unacceptable control situation
850C Acquisitions of shares
850D Orders to remedy unacceptable control situation
850E Injunctions
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Subdivision B—Approval to exceed 20% voting power limit
851A Application for approval to exceed 20% voting power limit
851B Approval of application
851C Duration of approval
851D Conditions of approval
851E Varying percentage approved
851F Revoking an approval
851G Further information about applications
851H Time limit for Minister’s decision
851I Preservation of voting power
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Subdivision C—Other matters
852A Acquisition of property
852B Anti-avoidance
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Division 1A—Limit on control of certain Australian licensees that are not widely held market bodies
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Subdivision A—Scope and interpretation
852DA Scope of Division
852DB Meaning of unacceptable control situation
852DC Meaning of passes the legitimate control test
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Subdivision B—20% voting power limit
852DD Acquisition of shares
852DE Remedial orders
852DF Injunctions
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Subdivision C—Approvals to exceed 20% voting power limit
852DG Application for approval to exceed 20% voting power limit
852DH Decision on the application
852DJ Duration of approval
852DK Extension of approval
852DL Conditions of approval
852DM Varying an approval
852DN Revoking an approval
852DP Further information about applications
852DQ Applicant must update ASIC with correct information
852DR Time limit for ASIC’s decision
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Subdivision D—Other matters
852DS Acquisition of property
852DT Anti-avoidance
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Division 2—Individuals who are not fit and proper are disqualified
853A Meaning of disqualified individual
853B Meaning of involved—in some licensees or applicants for a licence
853C Declaration by ASIC
853D Procedure for declaration
853E Revoking a declaration
853F Obligations on disqualified individuals
853G Notification by ASIC
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Division 2A—Financial market infrastructure banning orders
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Subdivision A—Making financial market infrastructure banning orders
853H ASIC’s power to make financial market infrastructure banning orders
853J Individual to be given an opportunity to be heard before ASIC makes financial market infrastructure banning order
853K When an individual is not a fit and proper person
853L When an individual contravenes a financial services law
853M When an individual has been a core officer of a corporation unable to pay its debts
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Subdivision B—Matters relating to financial market infrastructure banning orders
853N What a financial market infrastructure banning order prohibits
853P Effect of financial market infrastructure banning orders
853Q Variation or cancellation of financial market infrastructure banning orders
853R Date of effect and publication of financial market infrastructure banning orders, variation or cancellation
853S Statements of reasons
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Division 3—Miscellaneous
854A Record-keeping and giving of information
854B Exemptions and modifications by regulations
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Part 7.5—Compensation regimes for financial markets
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Division 1—Preliminary
880A Part does not apply to markets licensed under special provisions about overseas markets
880B Meaning of some terms relating to compensation regimes for financial markets
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Division 2—When there must be a compensation regime
881A Licensed markets through which participants provide services for retail clients must generally have a compensation regime
881B Additional requirements for the licence application
881C What happens if an application contains information in accordance with paragraph 881B(2)(c)
881D What happens if an application contains a statement in accordance with paragraph 881B(2)(d)
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Division 3—Approved compensation arrangements
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Subdivision A—Approval of compensation arrangements
882A How to get compensation arrangements approved with grant of licence
882B How to get compensation arrangements approved after licence is granted
882C Revocation of approval
882D ASIC’s power to give directions
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Subdivision B—Effect of compensation rules forming part of Division 3 arrangements
883A Legal effect of compensation rules
883B Enforcement of compensation rules
883C Other sources of funds for compensation
883D Payment of levies
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Subdivision C—Changing Division 3 arrangements
884A Division 3 arrangements must generally only be changed in accordance with this Subdivision
884B Changing Division 3 arrangements—matters required to be dealt with in the compensation rules
884C Changing Division 3 arrangements—matters not required to be dealt with in the compensation rules
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Subdivision D—Are compensation arrangements adequate?
885A Purpose of this Subdivision
885B Requirements to be complied with for arrangements to be adequate
885C The losses to be covered
885D Certain losses that are not Division 3 losses
885E The amount of compensation
885F Method of payment of compensation
885G Making and determination of claims
885H The source of funds—general
885I Administration and monitoring
885J The losses to be covered—other matters to be taken into account
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Subdivision E—Other provisions about Division 3 arrangements
886A Only one claim in respect of the same loss
886B Regulations relating to fidelity funds
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Division 4—NGF Compensation regime
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Subdivision A—Application of Division
887A Markets to which this Division applies
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Subdivision B—Claims for and payment of compensation
888A The situations in which compensation may be claimed
888B Kinds of compensation available
888C Amount of compensation payable
888D Payment of compensation
888E Making and determination of claims
888F The SEGC has power to determine claims
888G Allowing a claim does not constitute an admission of any other liability
888H Claimant may apply to Court if claim disallowed
888I Non-NGF property of the SEGC not available to meet claims
888J The SEGC may enter into contracts of insurance or indemnity
888K NGF may be used to acquire financial products to be transferred as compensation
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Subdivision C—The NGF
889A Continuation of the National Guarantee Fund
889B Compensation to be provided out of the NGF
889C The SEGC to keep the NGF
889D What the NGF consists of
889E Power to borrow etc. for purposes of the NGF
889F Money borrowed and paid to the SEGC
889G Money borrowed and not paid to the SEGC
889H Payments out of the NGF
889I Minimum amount of the NGF
889J Levy by the SEGC
889K Levy by market operator
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Subdivision D—The SEGC
890A Minister to nominate the SEGC
890B The SEGC’s functions and powers
890C Delegation
890D Operating rules of the SEGC
890E Legal effect of the SEGC’s operating rules
890F Enforcement of the SEGC’s operating rules
890G Changing the SEGC’s operating rules
890H Disallowance of changes to the SEGC’s operating rules
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Subdivision E—Other provisions relating to compensation under this Division
891A Payment out of the NGF to prescribed body with arrangements covering clearing and settlement facility support
891B Markets operated by bodies corporate that become members of the SEGC—regulations may deal with transitional provisions and other matters
891C Regulations may make different provision in respect of different markets etc.
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Division 5—Provisions common to both kinds of compensation arrangements
892A Meaning of Part 7.5 authority and Part 7.5 regulated fund
892B How Part 7.5 regulated funds are to be kept
892C Money in a Part 7.5 regulated fund may be invested
892D Powers of Part 7.5 authority to require production or delivery of documents or statements
892E Power to require assistance for purpose of dealing with a claim
892F Part 7.5 authority’s right of subrogation if compensation is paid
892G Excess money in Part 7.5 regulated funds
892H Accounting and reporting
892I Division 3 arrangements—reporting in situations where compensation does not come out of a Part 7.5 regulated fund
892J Regulations may provide for qualified privilege in respect of certain matters
892K Risk assessment report
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Division 6—Miscellaneous
893A Exemptions and modifications by regulations
893B Exemptions by ASIC
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Part 7.5A—Regulation of derivative transactions and derivative trade repositories
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Division 1—Application of Part
900A Derivatives and transactions etc. to which this Part applies
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Division 2—Regulation of derivative transactions: derivative transaction rules
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Subdivision A—Power to make derivative transaction rules
901A ASIC may make derivative transaction rules
901B Derivatives in relation to which rules may impose requirements
901C Regulations may limit the transactions in relation to which rules may impose requirements
901D Regulations may limit the persons on whom requirements may be imposed
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Subdivision B—Compliance with derivative transaction rules
901E Obligation to comply with derivative transaction rules
901F Alternatives to civil proceedings
901G Failure to comply with derivative transaction rules does not invalidate transaction etc.
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Subdivision C—The process of making derivative transaction rules
901H Matters to which ASIC must have regard when making rules
901J ASIC to consult before making rules
901K Ministerial consent to rules required
901L Emergency rules: consultation and consent not required
901M Amendment and revocation of derivative transaction rules
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Division 3—Regulation of licensed derivative trade repositories: supervision by ASIC
902A ASIC to supervise licensed derivative trade repositories
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Division 4—Regulation of licensed derivative trade repositories: derivative trade repository rules
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Subdivision A—Power to make derivative trade repository rules
903A ASIC may make derivative trade repository rules
903B Rules may only impose requirements on operators and officers of licensed derivative trade repositories
903C Regulations may limit how rules may deal with matters related to derivative trade data
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Subdivision B—Compliance with derivative trade repository rules
903D Obligation to comply with derivative trade repository rules
903E Alternatives to civil proceedings
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Subdivision C—The process of making derivative trade repository rules
903F Matters to which ASIC has regard when making rules
903G ASIC to consult before making rules
903H Ministerial consent to rules required
903J Emergency rules: consultation and consent not required
903K Amendment and revocation of derivative trade repository rules
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Division 5—Regulation of licensed derivative trade repositories: other obligations and powers
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Subdivision A—Obligations
904A General obligations
904B Obligations relating to derivative trade data
904C Obligation to notify ASIC of certain matters
904D Obligation to assist ASIC, APRA and the Reserve Bank
904E Obligation to give ASIC access to derivative trade repository facilities
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Subdivision B—Powers of Minister and ASIC to give directions etc.
904F Minister’s power to give directions to licensee not complying with obligations
904G ASIC’s directions power—licensees not complying with their obligations
904GA Matters relating to ASIC directions—licensees not complying with their obligations
904H ASIC’s power to give directions requiring special reports
904J ASIC may assess licensee’s compliance
904K Directions relating to derivative trade data if repository ceases to be licensed
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Subdivision C—Power of ASIC to require expert report
904L ASIC’s power to require expert report
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Division 6—Regulation of licensed derivative trade repositories: licensing
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Subdivision A—Requirement for some trade repositories to be licensed
905A Regulations may identify derivative trade repositories as being required to be licensed
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Subdivision B—Granting of licences
905B How to apply for a licence
905C When a licence may be granted
905D Publication of notice of licence grant
905E More than one derivative trade repository covered by the same licence
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Subdivision C—The conditions on a licence
905F The conditions on the licence
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Subdivision D—When a licence can be varied, suspended or cancelled
905G Varying licences
905H Immediate suspension or cancellation
905J Suspension or cancellation following hearing and report
905K Effect of suspension
905L Variation or revocation of suspension
905M Publication of notice of licence suspension or cancellation
905N Suspension and cancellation only in accordance with this Subdivision
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Subdivision E—Other matters
905P Matters to be taken into account by ASIC
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Division 7—Regulation of prescribed derivative trade repositories
906A Regulations may impose obligations and confer powers
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Division 8—Other matters
907A Other prohibitions on holding out
907B Making provision by reference to instruments as in force from time to time
907C Compliance with requirements to provide derivative trade data or other information: protection from liability
907D Exemptions by ASIC
907E Exemptions and modifications by regulations
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Part 7.5B—Regulation of financial benchmarks
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Division 1—Preliminary
908AA Simplified outline of this Part
908AB Meaning of financial benchmark
908AC Meaning of significant financial benchmark
908AD Emergency declarations: consultation and consent not required
908AE Notifying administrator about declarations
908AF ASIC to supervise financial benchmarks that are specified in benchmark administrator licences
908AG Extraterritorial application
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Division 2—Licensing of financial benchmarks
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Subdivision A—Requirement to be licensed
908BA Administrators of significant financial benchmarks must be licensed
908BB Other prohibitions on holding out
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Subdivision B—Granting licences
908BC When a licence may be granted
908BD Applying for a licence
908BE More than one financial benchmark may be specified in the same licence
908BF Publishing details of licences
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Subdivision C—Conditions on licences
908BG Conditions, including varying and revoking conditions
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Subdivision D—When a licence can be varied, suspended or cancelled
908BH Varying licences
908BI Immediate suspension or cancellation
908BJ Suspension or cancellation following hearing and report
908BK Effect of suspension
908BL Varying or revoking a suspension
908BM Publishing details of suspensions or cancellations of licences
908BN Variations, suspensions or cancellations only in accordance with this Subdivision
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Subdivision E—Matters to which ASIC must have regard
908BO Matters to which ASIC must have regard
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Subdivision F—Other obligations of licensees
908BP General obligations
908BQ Obligation to notify ASIC of certain matters
908BR Obligation to assist ASIC, APRA and the Reserve Bank
908BS Obligation to give ASIC access to licensee’s facilities
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Subdivision G—Directions to licensees
908BT ASIC’s power to give directions to licensee not complying with obligations
908BU Minister may disallow all or part of an ASIC direction etc.
908BV ASIC’s power to give directions requiring reports
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Subdivision H—Other matters
908BW ASIC may assess licensee’s compliance
908BWA ASIC’s power to require expert report
908BX Basis of licences
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Division 3—Financial benchmark rules and compelled financial benchmark rules
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Subdivision A—Power to make financial benchmark rules
908CA ASIC may make financial benchmark rules
908CB Main permitted matters that may be dealt with in the rules
908CC Other permitted matters that may be dealt with in the rules
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Subdivision B—Power to make compelled financial benchmark rules
908CD ASIC may make compelled financial benchmark rules
908CE Permitted powers and matters that may be dealt with in the rules
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Subdivision C—Compliance with each set of rules etc.
908CF Obligation to comply with each set of rules
908CG Alternatives to civil proceedings
908CH Infringement notices
908CI Enforceable undertakings
908CJ Protection from liability for compliance in good faith
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Subdivision D—Matters relating to the making of each set of rules
908CK Matters to which ASIC has regard when making rules
908CL ASIC to consult before making rules
908CM Ministerial consent to rules required
908CN Emergency rules: consultation and consent not required
908CO Requirements
908CP Regulations may limit how rules may deal with certain matters
908CQ Varying or revoking the rules
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Division 4—Offences and civil penalties relating to manipulation of financial benchmarks
908DA Manipulation of financial benchmarks
908DB False or misleading statements or information that could affect financial benchmarks
908DC Penalties for offences against this Division
908DD Geographical scope of offences and civil penalty provisions
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Division 5—Other provisions
908EA Making provision by referring to instruments as in force from time to time
908EB Exemptions by the regulations or by ASIC
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Part 7.6—Licensing of providers of financial services
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Division 1—Preliminary
910A Meaning of some terms relating to licensing of providers of financial services
910B Meaning of control
910C Meaning of linked to a refusal or failure to give effect to a determination made by AFCA
910D Insurance fulfilment providers taken to be acting on behalf of financial services licensees
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Division 2—Requirement to be licensed or authorised
911A Need for an Australian financial services licence
911B Providing financial services on behalf of a person who carries on a financial services business
911C Prohibition on holding out
911D When a financial services business is taken to be carried on in this jurisdiction
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Division 3—Obligations of financial services licensees
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Subdivision A—General obligations
912A General obligations
912B Arrangements for compensation if financial services provided to persons as retail clients
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Subdivision B—Providing information and assistance to ASIC
912C Direction to provide a statement
912CA Regulations may require information to be provided
912D Meaning of reportable situation
912DAA Obligation to lodge a report—reportable situations in relation to the financial services licensee
912DAB Obligation to lodge a report—reportable situations in relation to other financial services licensees
912DAC Obligation to give notice—participants in licensed market or licensed CS facility
912DAD ASIC must publish details of certain reports
912DA Obligation to notify ASIC of change in control
912DB Obligation to notify ASIC if licensee does not provide financial service
912E Surveillance checks by ASIC
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Subdivision C—Notifying and remediating clients affected by reportable situations
912EA Reporting to clients affected by a reportable situation
912EB Obligation to investigate reportable situations that may affect clients
912EC Obligation to keep records of compliance
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Subdivision D—Miscellaneous
912F Obligation to cite licence number in documents
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Division 4—Australian financial services licences
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Subdivision A—How to get a licence
913A Applying for a licence
913B When a licence may be granted
913BA Fit and proper person test
913BB Fit and proper person test—matters to which ASIC must have regard
913C Licence numbers
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Subdivision B—The conditions on the licence
914A The conditions on the licence
914B ASIC may request information etc. in relation to an application for conditions to be varied
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Subdivision C—When a licence can be varied, suspended or cancelled
915A Varying licences
915B Immediate suspension or cancellation
915C Suspension or cancellation after offering a hearing
915D Effect of suspension
915E Revocation of suspension
915F Date of effect and publication of cancellation or suspension
915G Statement of reasons
915H ASIC may allow licence to continue in effect
915I Special procedures for APRA-regulated bodies
915J Variation, suspension and cancellation only under this Subdivision
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Division 5—Authorised representatives
916A How representatives are authorised
916B Sub-authorisations
916C Authorised representative of 2 or more licensees
916D Licensees cannot authorise other licensees
916E Licensees acting under a binder
916F Obligation to notify ASIC etc. about authorised representatives
916G ASIC may give licensee information about representatives
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Division 6—Liability of financial services licensees for representatives
917A Application of Division
917B Responsibility if representative of only one licensee
917C Representatives of multiple licensees
917D Exception if lack of authority is disclosed to client
917E Responsibility extends to loss or damage suffered by client
917F Effect of Division
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Division 8—Banning or disqualification of persons from providing financial services
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Subdivision A—Banning orders
920A ASIC’s power to make a banning order
920B What a banning order prohibits
920C Effect of banning orders
920D Variation or cancellation of banning orders
920E Date of effect and publication of banning order, variation or cancellation
920F Statement of reasons
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Subdivision B—Disqualification by the Court
921A Disqualification by the Court
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Division 8A—Professional standards for relevant providers etc.
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Subdivision A—Education and training standards
921B Meaning of education and training standards
921BA Relevant providers to meet education and training standards
921BB Additional requirements for relevant providers who provide tax (financial) advice services
921BC Exemptions for certain relevant providers
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Subdivision AA—Limitations on authorisation to provide personal advice
921C Limitation on authorisation to provide personal advice unless conditions met
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Subdivision B—Ethical standards
921E Code of Ethics
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Subdivision C—Provisional relevant providers
921F Requirements relating to provisional relevant providers
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Subdivision D—Other matters
921G Approval of foreign qualifications
921GA Approval of domestic qualifications
921H Modifications of Part in relation to continuing professional development
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Division 8B—Action against relevant providers
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Subdivision A—Action by Financial Services and Credit Panels
921K Power of Financial Services and Credit Panels to take action against relevant providers
921L Instruments that Financial Services and Credit Panels may make in relation to relevant providers
921M Copy of instrument to be given to affected person etc.
921N Variation or revocation of instruments made in relation to relevant providers
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Subdivision B—Proposed action notices etc.
921P Proposed action notice
921Q Recommendations to ASIC in relation to restricted civil penalty provisions
921R Notices to Tax Practitioners Board about qualified tax relevant providers who are registered tax agents
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Subdivision C—Warnings and reprimands
921S Warnings and reprimands by ASIC
921T Warnings and reprimands by Financial Services and Credit Panels
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Subdivision D—Fit and proper person test
921U Fit and proper person test for relevant providers
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Subdivision E—Review of decisions made under this Division etc.
921V Review of decisions etc.
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Subdivision F—Electronic communication
921W Electronic communication of documents given by Financial Services and Credit Panels etc.
921X Electronic communication of documents given to Financial Services and Credit Panels etc.
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Division 8C—Registration of relevant providers
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Subdivision A—Requirement for relevant providers to be registered
921Y Unregistered relevant providers not to provide personal advice
921Z Financial services licensees not to continue to authorise unregistered relevant providers to provide personal advice
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Subdivision B—Applications for registration
921ZA Application for registration—relevant providers who are financial services licensees applying to be registered
921ZB Application for registration—financial services licensees applying to register relevant providers
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Subdivision C—Registration and period of registration
921ZC Registration of relevant providers
921ZD Period of registration—relevant providers who are financial services licensees
921ZE Period of registration—relevant providers who are registered in relation to financial services licensees
921ZF Assisted decision making
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Division 9—Registers relating to financial services
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Subdivision A—Registers generally
922A Registers relating to financial services
922B Fees for searching registers
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Subdivision B—Notice requirements relating to the Register of Relevant Providers
922D Obligation to notify ASIC about a person who becomes a relevant provider
922E Information about a relevant provider who is a financial services licensee
922F Information about a relevant provider who is not a financial services licensee
922G Meaning of recent advising history
922H Ongoing obligation to notify ASIC when there is a change in a matter for a relevant provider
922HA Obligation to notify ASIC of financial services licensee’s CPD year
922HB Obligation to notify ASIC of non-compliance with CPD provisions
922HC Requirement to retain information
922J Obligation to notify ASIC about a person who starts to have control of a body corporate licensee
922K Obligation to notify ASIC about a person who ceases to have control of a body corporate licensee
922L Requirement for notice to be lodged
922M Failing to comply with obligation to notify ASIC
922N Obligation for relevant providers to provide information to financial services licensees
922P Change in matter within 30 business days
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Subdivision C—Register of Relevant Providers
922Q Register of Relevant Providers
922R Relevant provider number
922S Correcting the Register
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Division 10—Restrictions on use of terminology
923A Restriction on use of certain words or expressions
923B Restriction on use of certain words or expressions unless authorised in licence conditions
923C Restriction on use of terms “financial adviser” and “financial planner”
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Division 11—Agreements with unlicensed persons relating to the provision of financial services
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Subdivision A—Agreements affected
924A Agreements with certain unlicensed persons
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Subdivision B—Effect on agreements
925A Client may give notice of rescission
925B Effect of notice under section 925A
925C Client may apply to Court for partial rescission
925D Court may make consequential orders
925E Agreement unenforceable against client
925F Non-licensee not entitled to recover commission
925G Onus of establishing non-application of section 925E or 925F
925H Client may recover commission paid to non-licensee
925I Remedies under this Division additional to other remedies
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Division 12—Miscellaneous
926A Exemptions and modifications by ASIC
926B Exemptions and modifications by regulations
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Part 7.7—Financial services disclosure
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Division 1—Preliminary
940A How Part applies if a financial services licensee is acting as authorised representative
940B What if there is no reasonable opportunity to give a document, information or statement required by this Part?
940C How documents, information and statements are to be given
940D General approach to offence provisions
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Division 2—Person provided with financial service as retail client to be given a Financial Services Guide
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Subdivision A—Requirement for a Financial Services Guide to be given
941A Obligation on financial services licensee to give a Financial Services Guide if financial service provided to person as a retail client
941B Obligation on authorised representative to give a Financial Services Guide if financial service provided to person as a retail client
941C Situations in which a Financial Services Guide is not required
941D Timing of giving Financial Services Guide
941E Information must be up to date
941F Obligation to give updated Financial Services Guide
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Subdivision B—Content and authorisation of Financial Services Guide
942A Title of Financial Services Guide
942B Financial Services Guide given by financial services licensee—main requirements
942C Financial Services Guide given by authorised representative—main requirements
942D Financial Services Guide may consist of 2 or more separate documents given at same time
942DA Combining a Financial Services Guide and a Product Disclosure Statement in a single document
942E Altering a Financial Services Guide after its preparation and before giving it to a person
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Subdivision C—Supplementary Financial Services Guides
943A What a Supplementary Financial Services Guide is
943B Title of Supplementary Financial Services Guide
943C Form of Supplementary Financial Services Guide
943D Effect of giving a person a Supplementary Financial Services Guide
943E Situation in which only a Supplementary Financial Services Guide need be given
943F Altering a Supplementary Financial Services Guide after its preparation and before giving it to a person
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Division 2A—Website disclosure for financial product advice provided to a retail client
943G Obligation on financial services licensee to make website disclosure information available
943H Obligation on authorised representative to make website disclosure information available
943J Meaning of website disclosure information
943K Website disclosure information must be readily accessible
943L Website disclosure information must be kept up to date
943M Altering website disclosure information after it has been made available
943N Record of advice must be provided in certain circumstances
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Division 3—Additional requirements for personal advice provided to a retail client
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Subdivision A—When this Division applies
944A Situation in which Division applies
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Subdivision C—Requirement for a Statement of Advice to be given
946A Obligation to give client a Statement of Advice
946AA Small investments—Statement of Advice not required
946B Other situations in which a Statement of Advice is not required
946C Timing of giving Statement of Advice
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Subdivision D—Content of Statement of Advice
947A Title of Statement of Advice
947B Statement of Advice given by financial services licensee—main requirements
947C Statement of Advice given by authorised representative—main requirements
947D Additional requirements when advice recommends replacement of one product with another
947E Statement of Advice not to be combined with Financial Services Guide or Product Disclosure Statement
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Subdivision E—Other matters
948A Qualified privilege if providing entity complies with this Division
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Division 3A—Cash Settlement Fact Sheet
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Subdivision A—When this Division applies
948B Situation in which this Division applies
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Subdivision B—Requirement for a Cash Settlement Fact Sheet to be given
948C Obligation to give client a Cash Settlement Fact Sheet
948D Timing for giving a Cash Settlement Fact Sheet
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Subdivision C—Contents of a Cash Settlement Fact Sheet
948E Title of Cash Settlement Fact Sheet
948F Content of Cash Settlement Fact Sheet
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Division 4—Other disclosure requirements
949A General advice provided to retail client—obligation to warn client that advice does not take account of client’s objectives, financial situation or needs
949B Regulations may impose disclosure requirements in certain situations
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Division 6—Miscellaneous
951A Part cannot be contracted out of
951B Exemptions and modifications by ASIC
951C Exemptions and modifications by regulations
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Division 7—Enforcement
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Subdivision A—Offences
952A Overview
952B Meaning of defective and disclosure document or statement
952C Offence of failing to give a disclosure document or statement
952D Offence of giving a disclosure document or statement knowing it to be defective
952E Giving a defective disclosure document or statement (whether or not known to be defective)
952F Offences of financial services licensee knowingly providing defective disclosure material to an authorised representative
952G Offences of financial services licensee providing disclosure material to an authorised representative (whether or not known to be defective)
952H Financial services licensee failing to ensure authorised representative gives disclosure documents or statements as required
952I Offences if a Financial Services Guide, Supplementary FSG or website disclosure information does not comply with certain requirements
952J Offence if a Statement of Advice does not comply with certain requirements
952JA Offence if a Cash Settlement Fact Sheet does not comply with certain requirements
952K Offence if authorised representative gives out unauthorised Financial Services Guide, Supplementary FSG or website disclosure information
952L Offences if financial services licensee or authorised representative becomes aware that a Financial Services Guide, Supplementary FSG or website disclosure information is defective
952M Offence of unauthorised alteration of Financial Services Guide, Supplementary Financial Services Guide or website disclosure information
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Subdivision B—Civil liability
953A Meaning of defective and disclosure document or statement
953B Civil action for loss or damage
953C Additional powers of court to make orders
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Part 7.7A—Best interests obligations and remuneration
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Division 1—Preliminary
960A No contracting out
960B Obligations under this Part in addition to other obligations
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Division 2—Best interests obligations
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Subdivision A—Preliminary
961 Application of this Division
961A Application to a financial services licensee acting as an authorised representative
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Subdivision B—Provider must act in the best interests of the client
961B Provider must act in the best interests of the client
961C Meaning of reasonably apparent
961D Meaning of reasonable investigation
961E What would reasonably be regarded as in the best interests of the client?
961F Meaning of basic banking product
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Subdivision C—Resulting advice must be appropriate to the client
961G Resulting advice must be appropriate to the client
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Subdivision D—Where resulting advice still based on incomplete or inaccurate information
961H Resulting advice still based on incomplete or inaccurate information
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Subdivision E—Provider to give priority to the client’s interests
961J Conflict between client’s interests and those of provider, licensee, authorised representative or associates
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Subdivision F—Responsibilities of licensees under this Division
961K Civil penalty provision—sections 961B, 961G, 961H and 961J
961L Licensees must ensure compliance
961M Civil action for loss or damage
961N Additional powers of Court to make orders
961P Meaning of responsible licensee
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Subdivision G—Responsibilities of authorised representatives under this Division
961Q Civil penalty provision—sections 961B, 961G, 961H and 961J
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Division 3—Charging ongoing fees to clients
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Subdivision A—Preliminary
962 Application of this Division
962A Meaning of ongoing fee arrangement
962B Meaning of ongoing fee
962C Meaning of fee recipient
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Subdivision B—Client consent required for ongoing fee arrangements
962F Ongoing fee arrangement terminates without consent
962G Requirements for consent
962H When consent ceases to have effect
962J Client may terminate ongoing fee arrangement at any time
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Subdivision C—Account holder consent required for deducting ongoing fees from accounts
962R Fee recipient must not deduct ongoing fees without consent
962S Fee recipient must not arrange for deduction of ongoing fees without consent or accept such deductions
962T Requirements for consent—deduction of fees from accounts
962U Variation or withdrawal of consent
962V When consent ceases to have effect
962W Conditions requiring consent to be given are void
962WA Ongoing fee arrangement terminates if fee deducted without consent
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Subdivision D—Common rules for consents under this Division
962X Obligation to keep records of compliance
962Y Form for consents
962YA Combining information in a single notice or form
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Subdivision E—Common rules for terminations under this Division
962Z Civil penalty provision—charging ongoing fees after arrangement terminated
962ZA Effect of termination
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Division 4—Conflicted remuneration
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Subdivision A—Preliminary
963 Application to a financial services licensee acting as an authorised representative
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Subdivision B—Meaning of conflicted remuneration
963A Meaning of conflicted remuneration—general
963AA Benefits given in relation to life risk insurance products
963B Monetary benefit given in certain circumstances not conflicted remuneration
963BA Meaning of benefit ratio requirements and clawback requirements
963C Non-monetary benefit given in certain circumstances not conflicted remuneration
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Subdivision C—Ban on conflicted remuneration
963E Licensee must not accept conflicted remuneration
963F Licensee must ensure compliance
963G Authorised representative must not accept conflicted remuneration
963H Other representatives must not accept conflicted remuneration
963J Employer must not give employees conflicted remuneration
963K Product issuer or seller must not give conflicted remuneration
963L Volume-based benefits presumed to be conflicted remuneration
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Subdivision D—Rebate of conflicted remuneration
963M Person covered by this section in relation to conflicted remuneration
963N Regulations may provide for rebate of conflicted remuneration
963P Person covered by section 963M must pay amount etc. in accordance with regulations
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Division 5—Other banned remuneration
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Subdivision A—Volume-based shelf-space fees
964 Application
964A Platform operator must not accept volume-based shelf-space fees
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Subdivision B—Asset-based fees on borrowed amounts
964B Application
964C Application to a financial services licensee acting as an authorised representative
964D Financial services licensees must not charge asset-based fees on borrowed amounts
964E Authorised representatives must not charge asset-based fees on borrowed amounts
964F Meaning of asset-based fee
964G Meaning of borrowed
964H Meaning of reasonably apparent
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Division 6—Anti-avoidance
965 Anti-avoidance
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Part 7.8—Other provisions relating to conduct etc. connected with financial products and financial services, other than financial product disclosure
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Division 1—Preliminary
980A Matters covered by this Part
980B General approach to offence provisions
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Division 2—Dealing with clients’ money
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Subdivision A—Money other than loans
981A Money to which Subdivision applies
981B Obligation to pay money into an account
981C Regulations may deal with various matters relating to accounts maintained for the purposes of section 981B
981D Money related to derivatives may be used for general margining etc. purposes
981E Protection of money from attachment etc.
981F Regulations may deal with how money to be dealt with if licensee ceases to be licensed etc.
981G Account provider not liable merely because of licensee’s contravention
981H Money to which Subdivision applies taken to be held in trust
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Subdivision AA—Client money reporting rules
981J Client money reporting rules
981K Matters that may be dealt with in client money reporting rules
981L ASIC to consult before making rules
981M Complying with client money reporting rules
981N Alternatives to civil proceedings
981P Compliance with requirements to provide data or other information to ASIC: protection from liability
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Subdivision B—Loan money
982A Money to which this Subdivision applies
982B Obligation to pay money into an account
982C Licensee to give client statement setting out terms of loan etc.
982D Permitted use of loan
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Subdivision C—Powers of Court
983A Court may freeze certain accounts
983B Interim order freezing accounts
983C Duty of person to whom order directed to make full disclosure
983D Further orders and directions
983E Power of Court to make order relating to payment of money
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Division 3—Dealing with other property of clients
984A Property to which Division applies
984B How property to which this Division applies is to be dealt with
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Division 4—Special provisions relating to insurance
985A Meaning of contract of insurance and insured
985B Status of amounts paid to financial services licensees in respect of contracts of insurance
985C Regulations may impose other requirements etc. if financial services licensee is not the insurer
985D Financial services licensees etc. not to deal in general insurance products from unauthorised insurers etc.
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Division 4A—Special provisions relating to margin lending facilities
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Subdivision A—Responsible lending conduct for margin lending facilities
985EA Application of this Subdivision
985E Requirements before issuing etc. margin lending facility
985F Assessment of unsuitability of margin lending facility
985G Reasonable inquiries etc. about the retail client
985H When margin lending facility must be assessed as unsuitable
985J Giving the retail client the assessment
985K Unsuitable margin lending facilities
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Subdivision B—Notice of margin calls under margin lending facilities
985L Issue of margin lending facility must not be conditional on agreement to receive communications through agent
985M Notification of margin calls
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Division 5—Obligations to report
986A Reporting in relation to money to which Subdivision A or B of Division 2 applies or property to which Division 3 applies
986B Reporting in relation to dealings in derivatives
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Division 6—Financial records, statements and audit
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Subdivision A—Preliminary
987A Application of Division
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Subdivision B—Financial records of financial services licensees
988A Obligation to keep financial records
988B Records to be kept so that profit and loss statements and balance sheet can be prepared and audited
988C Language of records
988D Location of records
988E Particular categories of information to be shown in records
988F Regulations may impose additional requirements
988G Records taken to be made with licensee’s authority
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Subdivision C—Financial statements of financial services licensees
989B Financial services licensee to prepare and lodge annual profit and loss statement and balance sheet
989C Requirements as to contents and applicable accounting principles
989CA Audit to be conducted in accordance with auditing standards
989D Time of lodgment
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Subdivision D—Appointment etc. of auditors
990A Sections 990B to 990H not to apply to public companies
990B Appointment of auditor by licensee
990C When a person or firm is ineligible to act as auditor
990D Ineligible person or firm must not consent to act or disqualify themselves etc.
990E Duration of appointment of auditors
990F Removal of auditors
990G Resignation of auditors—requirements for resignation
990H Resignation of auditors—when resignation takes effect
990I Auditor’s right of access to records, information etc.
990J Auditor’s fees and expenses
990K Auditor to report on certain matters
990L Qualified privilege for auditor etc.
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Division 7—Other rules about conduct
991A Financial services licensee not to engage in unconscionable conduct
991B Financial services licensee to give priority to clients’ orders
991C Regulations may deal with various matters relating to instructions to deal through licensed markets
991D Regulations may require records to be kept in relation to instructions to deal on licensed markets and foreign markets
991E Obligations of financial services licensee in relation to dealings with non-licensees
991F Dealings involving employees of financial services licensees
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Division 8—Miscellaneous
992A Prohibition on hawking of financial products
992AA Right of return and refund for hawked financial products
992B Exemptions and modifications by ASIC
992C Exemptions and modifications by regulations
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Division 9—Enforcement
993A Overview
993B Offence of failing to pay client money into an account as required
993C Offence of failing to comply with requirements relating to client money account
993D Failing to pay loan money into an account as required
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Part 7.8A—Design and distribution requirements relating to financial products for retail clients
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Division 1—Preliminary
994A Meaning of some terms relating to design and distribution requirements
994AA Meaning of financial product—Part 7.8A
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Division 2—Target market determinations for financial products
994B Target market determinations for financial products
994C Target market determinations to be reviewed
994D Prohibition on engaging in retail product distribution conduct unless target market determination made
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Division 3—Distribution of financial products
994E Reasonable steps to ensure consistency with target market determinations
994F Record keeping and notification obligations
994G Notice to ASIC
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Division 4—ASIC powers
994H Information to be provided to ASIC
994J Stop orders
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Division 5—Exemptions and modifications
994L Exemptions and modifications by ASIC
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Division 6—Miscellaneous
994M Civil liability
994N Additional powers of court to make orders
994P Orders to redress loss or damage suffered by non-party consumers etc.
994Q Kinds of orders that may be made to redress loss or damage suffered by non-party consumers etc.
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Volume 5
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Chapter 7—Financial services and markets
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Part 7.9—Financial product disclosure and other provisions relating to issue, sale and purchase of financial products
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Division 1—Preliminary
1010A Part generally does not apply to securities
1010B Part does not apply to financial products not issued in the course of a business
1010BA Part does not apply to contribution plans and ESS contribution plans
1010C Meaning of offer, purchase and sale—Part 7.9
1010D General approach to offence provisions
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Division 2—Product Disclosure Statements
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Subdivision A—Preliminary
1011A Jurisdictional scope of Division
1011B Meaning of regulated person
1011C Treatment of offers of options over financial products
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Subdivision B—Requirement for a Product Disclosure Statement to be given
1012A Obligation to give Product Disclosure Statement—personal advice recommending particular financial product
1012B Obligation to give Product Disclosure Statement—situations related to issue of financial products
1012C Obligation to give Product Disclosure Statement—offers related to sale of financial products
1012D Situations in which Product Disclosure Statement is not required
1012DAA Rights issues for which Product Disclosure Statement is not required
1012DA Product Disclosure Statement not required for sale amounting to indirect issue
1012E Small scale offerings of managed investment and other prescribed financial products (20 issues or sales in 12 months)
1012F Product Disclosure Statement for certain superannuation products may be provided later
1012G Product Disclosure Statement may sometimes be provided later
1012GA Product Disclosure Statement for certain general insurance product quotes may be provided later, or is not required
1012H Obligation to take reasonable steps to ensure that Product Disclosure Statement is given to person electing to be covered by group financial product
1012I Obligation to give employer a Product Disclosure Statement in relation to certain superannuation products and RSAs
1012IA Treatment of arrangements under which a person can instruct another person to acquire a financial product
1012J Information must be up to date
1012K Anti-avoidance determinations
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Subdivision C—Preparation and content of Product Disclosure Statements
1013A Who must prepare Product Disclosure Statement
1013B Title of Product Disclosure Statement
1013C Product Disclosure Statement content requirements
1013D Product Disclosure Statement content—main requirements
1013DA Information about ethical considerations etc.
1013E General obligation to include other information that might influence a decision to acquire
1013F General limitations on extent to which information is required to be included
1013FA Information not required to be included in PDS for continuously quoted securities
1013G Product Disclosure Statement must be dated
1013GA Extra requirements if Product Disclosure Statement relates to foreign passport fund products
1013H Requirements if Product Disclosure Statement states or implies that financial product will be able to be traded
1013I Extra requirements if Product Disclosure Statement relates to managed investment products that are ED securities
1013IA Extra requirements if Product Disclosure Statement relates to foreign passport fund products that are ED securities
1013J Requirements if Statement has been lodged with ASIC
1013K Requirements relating to consents to certain statements
1013L Product Disclosure Statement may consist of 2 or more separate documents given at same time
1013M Combining a Product Disclosure Statement and a Financial Services Guide in a single document
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Subdivision D—Supplementary Product Disclosure Statements
1014A Meaning of Supplementary Product Disclosure Statement
1014B Title of Supplementary Product Disclosure Statement
1014C Form of Supplementary Product Disclosure Statement
1014D Effect of giving person a Supplementary Product Disclosure Statement
1014E Situation in which only a Supplementary Product Disclosure Statement need be given
1014F Application of other provisions in relation to Supplementary Product Disclosure Statements
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Subdivision DA—Replacement Product Disclosure Statements
1014G Application of this Subdivision—stapled securities
1014H Meaning of Replacement Product Disclosure Statement
1014J Consequences of lodging a Replacement Product Disclosure Statement
1014K Form, content and preparation of Replacement Product Disclosure Statements
1014L Giving, lodgment and notice of Replacement Product Disclosure Statements
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Subdivision E—Other requirements relating to Product Disclosure Statements and Supplementary Product Disclosure Statements
1015A Subdivision applies to Product Disclosure Statements and Supplementary Product Disclosure Statements
1015B Some Statements must be lodged with ASIC
1015C How a Statement is to be given
1015D Notice, retention and access requirements for Statement that does not need to be lodged
1015E Altering a Statement after its preparation and before giving it to a person
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Subdivision F—Other rights and obligations related to Product Disclosure Statements
1016A Provisions relating to use of application forms
1016B If Statement lodged with ASIC, financial product is not to be issued or sold before specified period
1016C Minimum subscription condition must be fulfilled before issue or sale
1016D Condition about ability to trade on a market must be fulfilled before issue or sale
1016E Choices open to person making the offer if disclosure condition not met or Product Disclosure Statement defective
1016F Remedies for person acquiring financial product under defective Product Disclosure Document
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Division 3—Other disclosure obligations of the issuer of a financial product
1017A Obligation to give additional information on request
1017B Ongoing disclosure of material changes and significant events
1017BA Trustees of regulated superannuation funds—obligation to make product dashboard publicly available
1017BB Trustees of registrable superannuation entities—obligation to make information relating to investment of assets publicly available
1017C Information for existing holders of superannuation products and RSAs
1017D Periodic statements for retail clients for financial products that have an investment component
1017DA Trustees of superannuation entities—regulations may specify additional obligations to provide information
1017E Dealing with money received for financial product before the product is issued
1017F Confirming transactions
1017G Certain product issuers and regulated persons must meet appropriate dispute resolution requirements
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Division 4—Advertising for financial products
1018A Advertising or other promotional material for financial product must refer to Product Disclosure Statement
1018B Prohibition on advertising personal offers covered by section 1012E
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Division 5—Cooling-off periods
1019A Situations in which this Division applies
1019B Cooling-off period for return of financial product
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Division 5A—Unsolicited offers to purchase financial products off-market
1019D Offers to which this Division applies
1019E How offers are to be made
1019F Prohibition on inviting offers to sell
1019G Duration and withdrawal of offers
1019H Terms of offer cannot be varied
1019I Contents of offer document
1019J Obligation to update market value
1019K Rights if requirements of Division not complied with
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Division 5B—Disclosure etc. in relation to short sales covered by securities lending arrangement of listed section 1020B products
1020AAA Treatment of transactions relating to section 1020B products
1020AA Meaning of securities lending arrangement
1020AB Seller disclosure
1020AC Licensee disclosure
1020AD Public disclosure of information
1020AE Licensee’s obligation to ask seller about short sale
1020AF Regulations
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Division 5C—Information about CGS depository interests
1020AG Jurisdictional scope of Division
1020AH Meaning of CGS depository interest information website, information statement and regulated person
1020AI Requirement to give information statements for CGS depository interest if recommending acquisition of interest
1020AJ Information statement given must be up to date
1020AK How an information statement is to be given
1020AL Civil action for loss or damage
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Division 6—Miscellaneous
1020A Offers etc. relating to certain managed investment schemes not to be made in certain circumstances
1020BAA Offers etc. relating to foreign passport funds not to be made in certain circumstances
1020B Prohibition of certain short sales of securities, managed investment products, foreign passport fund products and certain other financial products
1020D Part cannot be contracted out of
1020E Stop orders by ASIC
1020F Exemptions and modifications by ASIC
1020G Exemptions and modifications by regulations
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Division 7—Enforcement
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Subdivision A—Offences
1021A Overview
1021B Meaning of defective and disclosure document or statement
1021C Offence of failing to give etc. a disclosure document or statement
1021D Offence of preparer of defective disclosure document or statement giving the document or statement knowing it to be defective
1021E Preparer of defective disclosure document or statement giving the document or statement (whether or not known to be defective)
1021F Offence of regulated person (other than preparer) giving disclosure document or statement knowing it to be defective
1021FA Paragraph 1012G(3)(a) obligation—offences relating to communication of information
1021FB Paragraph 1012G(3)(a) obligation—offences relating to information provided by product issuer for communication by another person
1021G Financial services licensee failing to ensure authorised representative gives etc. disclosure documents or statements as required
1021H Offences if a Product Disclosure Statement (or Supplementary PDS) does not comply with certain requirements
1021I Offence of giving disclosure document or statement that has not been prepared by the appropriate person
1021J Offences if preparer etc. of disclosure document or statement becomes aware that it is defective
1021K Offence of unauthorised alteration of Product Disclosure Statement (or Supplementary PDS)
1021L Offences of giving, or failing to withdraw, consent to inclusion of defective statement
1021M Offences relating to keeping and providing copies of Product Disclosure Statements (or Supplementary PDSs)
1021N Offence of failing to provide additional information requested under section 1017A
1021NA Offences relating to obligation to make product dashboard publicly available
1021NB Offences relating to obligation to make superannuation investment information publicly available
1021O Offences of issuer or seller of financial product failing to pay money into an account as required
1021P Offences relating to offers to which Division 5A applies
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Subdivision B—Civil liability
1022A Meaning of defective and disclosure document or statement
1022B Civil action for loss or damage
1022C Additional powers of court to make orders
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Part 7.9A—Product intervention orders
1023A Object
1023B Meaning of financial product—Part 7.9A
1023C Application of product intervention orders
1023D ASIC may make product intervention orders
1023E Significant detriment to retail clients
1023F ASIC to consult before making product intervention orders
1023G Commencement and duration of product intervention orders
1023H Extension of product intervention orders
1023J Amendment of product intervention orders
1023K Revocation of product intervention orders
1023L ASIC to issue public notice of product intervention orders
1023M Remaking product intervention orders
1023N Product intervention orders may require notification
1023P Enforcement of product intervention orders
1023Q Civil liability
1023R Additional powers of court to make orders
1023S Avoidance schemes—prohibition
1023T Avoidance schemes—presumption of avoidance for certain schemes in civil cases
1023U Avoidance schemes—exemption by ASIC
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Part 7.10—Market misconduct and other prohibited conduct relating to financial products and financial services
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Division 1—Preliminary
1040A Content of Part
1040B Treat certain instruments as if they were financial products and Division 3 financial products
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Division 2—The prohibited conduct (other than insider trading prohibitions)
1041A Market manipulation
1041B False trading and market rigging—creating a false or misleading appearance of active trading etc.
1041C False trading and market rigging—artificially maintaining etc. trading price
1041D Dissemination of information about illegal transactions
1041E False or misleading statements
1041F Inducing persons to deal
1041G Dishonest conduct
1041H Misleading or deceptive conduct (civil liability only)
1041I Civil action for loss or damage for contravention of sections 1041E to 1041H
1041J Sections of this Division have effect independently of each other
1041K Division applies to certain conduct to the exclusion of State Fair Trading Acts provisions
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Division 2A—Proportionate liability for misleading and deceptive conduct
1041L Application of Division
1041M Certain concurrent wrongdoers not to have benefit of apportionment
1041N Proportionate liability for apportionable claims
1041O Defendant to notify plaintiff of concurrent wrongdoer of whom defendant aware
1041P Contribution not recoverable from defendant
1041Q Subsequent actions
1041R Joining non-party concurrent wrongdoer in the action
1041S Application of Division
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Division 3—The insider trading prohibitions
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Subdivision A—Preliminary
1042A Meaning of some terms relating to the insider trading prohibitions
1042B Application of Division
1042C Meaning of generally available
1042D Meaning of material effect
1042E Meaning of able to be traded
1042F Meaning of procure
1042G Information in possession of officer of body corporate
1042H Information in possession of partner or employee of partnership
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Subdivision B—The prohibited conduct
1043A Prohibited conduct by person in possession of inside information
1043B Exception for withdrawal from registered scheme or notified foreign passport fund
1043C Exception for underwriters
1043D Exception for acquisition pursuant to legal requirement
1043E Exception for information communicated pursuant to a legal requirement
1043F Chinese wall arrangements by bodies corporate
1043G Chinese wall arrangements by partnerships etc.
1043H Exception for knowledge of person’s own intentions or activities
1043I Exception for bodies corporate
1043J Exception for officers or agents of body corporate
1043K Transactions by holder of financial services licence or a representative of the holder of such a licence
1043L A specific situation in which a compensation order under section 1317HA may be made
1043M Defences to prosecution for an offence
1043N Relief from civil liability
1043O Powers of Court
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Division 4—Defences, relief and limits on liability
1044A General defence or relief for publishers
1044B Limit on liability for misleading or deceptive conduct
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Division 5—Miscellaneous
1045A Exemptions and modifications by regulations
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Part 7.10A—External dispute resolution
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Division 1—Authorisation of an external dispute resolution scheme
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Subdivision A—Minister may authorise an external dispute resolution scheme
1050 Minister may authorise an external dispute resolution scheme
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Subdivision B—Mandatory requirements and general considerations
1051 Mandatory requirements
1051A General considerations
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Division 2—Regulating the AFCA scheme
1052 Obligation to comply with mandatory requirements
1052A ASIC may issue regulatory requirements
1052B Directions to increase limits on the value of claims
1052BA Directions to ensure sufficient financing
1052C General directions to AFCA
1052D Approval of material changes to the AFCA scheme
1052E Referring matters to appropriate authorities
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Division 3—Additional provisions relating to superannuation complaints
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Subdivision A—Preliminary
1053 Meaning of superannuation complaint
1053A Persons taken to be members of regulated superannuation funds, AFCA regulated superannuation schemes and approved deposit funds and holders of RSAs
1053B This Division does not restrict ability to make other complaints
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Subdivision B—Powers of AFCA
1054 Power to join other parties to superannuation complaint
1054A Power to obtain information and documents
1054B Power to require attendance at conciliation conferences
1054BA Power to give directions
1054C Reference of questions of law to Federal Court
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Subdivision C—Determinations of superannuation complaints
1055 Making a determination
1055A AFCA to give reasons
1055B Operation of determination of superannuation complaint
1055C Evidence of determination of superannuation complaint
1055D Compliance with determinations under the AFCA scheme
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Subdivision D—Superannuation complaints relating to payment of death benefits
1056 When superannuation complaint cannot be made in relation to decision about the payment of death benefit
1056A Joining persons to complaints relating to death benefit decisions
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Subdivision E—Appeals to the Federal Court
1057 Appeals to the Federal Court from determination of superannuation complaint
1057A Operation and implementation of determination that is subject to appeal
1057B Sending of documents to, and disclosure of documents by, the Federal Court
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Subdivision F—Secrecy
1058 Secrecy
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Division 4—Information sharing and reporting
1058A Authorised use or disclosure of information
1058B AFCA reporting to CSLR operator
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Part 7.10B—Financial services compensation scheme of last resort
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Division 1—Establishment of the scheme
1059 Establishment of the scheme
1060 Minister may authorise an operator of the scheme
1061 Minister may appoint independent member
1062 Mandatory requirements
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Division 2—Compensation payments under the scheme
1063 Compensation payments
1064 Eligibility for compensation payments
1065 Meaning of relevant AFCA determination
1066 Applications for compensation payments
1067 Amount of compensation payments
1068 Offer of compensation payments
1069 Acceptance of offer of compensation payments
1069A CSLR operator’s right of subrogation if compensation is paid
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Division 3—Reimbursement of unpaid AFCA fees
1069B Payment of AFCA’s unpaid fees
1069C Payment of AFCA’s accumulated unpaid fees
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Division 4—Powers, reporting and information sharing
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Subdivision A—Powers of CSLR operator
1069D Power to obtain information and documents
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Subdivision B—Information sharing and reporting
1069E Authorised use or disclosure of information
1069F Reporting by CSLR operator
1069G Publishing reports
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Subdivision C—Powers of the Minister
1069H Ministerial determination
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Division 5—Regulating the CSLR operator
1069J Obligation to comply with mandatory requirements
1069K ASIC may issue regulatory requirements
1069L General directions to CSLR operator
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Division 6—Financial matters
1069M Costs for first levy period
1069N Payment to the CSLR operator of amount for the first levy period for the scheme
1069P Payment to the CSLR operator of amounts equal to levy
1069Q Application of money by CSLR operator
1069R Investment by CSLR operator
1069S Recovery of overpayments
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Part 7.11—Title and transfer
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Division 1—Title to certain securities
1070A Nature of shares and certain other interests in a company or registered scheme
1070B Numbering of shares
1070C Matters to be specified in share certificate
1070D Loss or destruction of title documents for certain securities
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Division 2—Transfer of certain securities
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Subdivision A—General provisions
1071A Application of the Subdivision to certain securities
1071B Instrument of transfer
1071C Occupation need not appear in transfer document, register etc.
1071D Registration of transfer at request of transferor
1071E Notice of refusal to register transfer
1071F Remedy for refusal to register transfer or transmission
1071G Certification of transfers
1071H Duties of company with respect to issue of certificates
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Subdivision B—Special provisions for shares
1072A Transmission of shares on death (replaceable rule—see section 135)
1072B Transmission of shares on bankruptcy (replaceable rule—see section 135)
1072C Rights of trustee of estate of bankrupt shareholder
1072D Transmission of shares on mental incapacity (replaceable rule—see section 135)
1072E Trustee etc. may be registered as owner of shares
1072F Registration of transfers (replaceable rule—see section 135)
1072G Additional general discretion for directors of proprietary companies to refuse to register transfers (replaceable rule—see section 135)
1072H Notices relating to non-beneficial and beneficial ownership of shares
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Division 3—Transfer of certain securities effected otherwise than through a prescribed CS facility
1073A Application of the Division to certain securities
1073B Meaning of transfer
1073C Application of Division to certain bodies as if they were companies
1073D Regulations may govern transfer of certain securities
1073E ASIC may extend regulations to securities not otherwise covered
1073F Operation of this Division and regulations made for its purposes
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Division 4—Transfer of financial products effected through prescribed CS facility
1074A Financial products to which this Division applies
1074C Operating rules of prescribed CS facility may deal with transfer of title
1074D Valid and effective transfer if operating rules complied with
1074E Regulations may govern transfer of financial products in accordance with operating rules of prescribed CS facility
1074F Issuer protected from civil liability for person’s contravention of prescribed CS facility’s certificate cancellation rules
1074G Operation of this Division and regulations made for its purposes
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Division 5—Exemptions and modifications
1075A ASIC’s power to exempt and modify
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Part 7.12—Miscellaneous
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Division 1—Qualified privilege
1100A Qualified privilege for information given to ASIC
1100B Qualified privilege for the conduct of market licensees and CS facility licensees
1100C Qualified privilege for information given to market licensees and CS facility licensees etc.
1100D Extension of protections given by this Division
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Division 1A—Employee share schemes
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Subdivision A—Introduction
1100E Simplified outline of this Division
1100F Geographical coverage of Division
1100G Offers and invitations both covered
1100H Person offering interests
1100J Offers may also be made in reliance on section 708 or 1012D
1100K Financial markets recognised under this Division
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Subdivision B—Key concepts
1100L Meaning of employee share scheme
1100M Meaning of ESS interest
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Subdivision C—Offers that are eligible to be made under this Division
1100N Offers that are eligible to be made under this Division
1100P Offers for no monetary consideration
1100Q Offers for monetary consideration
1100R Offers that would otherwise not need disclosure
1100S Requirements for trusts
1100T Meaning of ESS contribution plan
1100U Requirements for connected loans
1100V Issue cap for offers involving consideration
1100W Disclosure requirements for offers involving consideration
1100X Additional disclosure requirements for offers by unlisted bodies corporate
1100Y Terms of the offer—disclosure etc.
1100Z Terms of the offer—misleading statements and omissions
1100ZA Monetary cap for offers by unlisted bodies corporate
1100ZB Amounts that are excluded from the monetary cap
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Subdivision D—Making offers under this Division
1100ZC Making offers under this Division
1100ZD Regulatory relief for certain subsequent sale offers of ESS interests
1100ZE Dealing with money received before ESS interest is issued
1100ZF Dealing with money received before liquidity period
1100ZG Revocation of regulatory relief in certain circumstances
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Subdivision E—Prohibitions and defences
1100ZH Misstatement in, or omission from, disclosure information
1100ZI Misstatement in, or omission from, financial information for options and incentive rights
1100ZJ Obligation to inform person about deficiencies in disclosure documents
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Subdivision F—ASIC powers
1100ZK ASIC’s power to make exemptions and declare modifications etc. in relation to this Division
1100ZL ASIC stop orders
1100ZM ASIC’s power to request documents
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Division 2—Codes of conduct
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Subdivision A—Approved codes of conduct
1101A Approved codes of conduct
1101AA Variations to approved codes of conduct
1101AB Review of approved codes of conduct
1101AC Obligation to comply with enforceable code provisions
1101AD Regulations
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Subdivision B—Mandatory codes of conduct
1101AE Mandatory codes of conduct
1101AF Obligation to comply with mandatory code of conduct
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Division 3—Other matters
1101B Power of Court to make certain orders
1101C Preservation and disposal of records etc.
1101D Destruction of records by ASIC
1101E Concealing etc. of books
1101F Falsification of records
1101G Precautions against falsification of records
1101GA How Part 9.3 applies to books required to be kept by this Chapter etc.
1101H Contravention of Chapter does not generally affect validity of transactions etc.
1101I Gaming and wagering laws do not affect validity of contracts relating to financial products
1101J Delegation
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Chapter 8—Mutual recognition of securities offers
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Part 8.1—Preliminary
1200A Meaning of some terms relating to mutual recognition of securities offers
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Part 8.2—Foreign offers that are recognised in this jurisdiction
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Division 1—Recognised offers
1200B Meaning of recognised offer
1200C Conditions that must be met to be a recognised offer
1200D Required documents and information
1200E Warning statement
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Division 2—Effect of a recognised offer
1200F Effect of a recognised offer
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Division 3—Ongoing conditions for recognised offers
1200G Offering conditions
1200H Address for service condition
1200J Dispute resolution condition
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Division 4—Modification of provisions of this Act
1200K Additional operation of section 675 (continuous disclosure)
1200L Pre-offer advertising
1200M Modification by the regulations
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Division 5—ASIC’s powers in relation to recognised offers
1200N Stop orders
1200P Ban on making subsequent recognised offers
1200Q Offence of breaching an ongoing condition
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Division 6—Miscellaneous
1200R Service of documents
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Part 8.3—Offers made under foreign recognition schemes
1200S Notice to ASIC
1200T Extension of this Act to recognised jurisdictions
1200U ASIC stop order for advertising in a recognised jurisdiction
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Chapter 8A—Asia Region Funds Passport
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Part 8A.1—Preliminary
1210 Meaning of participating economy
1210A List of participating economies
1210B Minister may determine that funds not to offer interests in this jurisdiction
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Part 8A.2—Passport Rules
1211 Minister may make Passport Rules for this jurisdiction
1211A Meaning of Passport Rules
1211B Compliance with the Passport Rules
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Part 8A.3—Australian passport funds
1212 Application for registration
1212A Registration of Australian passport funds
1212B All documents etc. lodged with ASIC to bear APFRN
1212C Notifying ASIC if offering interests in another participating economy in another name
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Part 8A.4—Notified foreign passport funds
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Division 1—Becoming a notified foreign passport fund
1213 Notice of intention to offer interests in a foreign passport fund
1213A ASIC may notify operator that notice of intention lacks information required
1213B Rejecting a notice of intention
1213C Notified foreign passport funds—authority to offer interests in this jurisdiction
1213D Meaning of consideration period
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Division 2—Treatment of notified foreign passport funds
1213E Notified foreign passport funds to be treated as managed investment schemes
1213F Operators and notified foreign passport funds not to be treated as companies etc.
1213G Offences relating to the operation of notified foreign passport funds
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Division 3—Conduct of notified foreign passport funds in this jurisdiction
1213H Notified foreign passport funds must not issue debentures in this jurisdiction
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Division 4—Providing key information in relation to notified foreign passport funds
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Subdivision A—Obligations to provide information to members in this jurisdiction
1213J Constitution—right to obtain a copy
1213K Register of members—right to obtain a copy
1213L Use of information on register of members
1213M Reports required under the law of the home economy
1213N Order for copies of books of a notified foreign passport fund
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Subdivision B—Obligations to provide information to ASIC
1213P Register of members—ASIC may require lodgment
1213Q Destruction of records by ASIC
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Part 8A.5—Register of Passport Funds
1214 Register of Passport Funds
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Part 8A.6—Stop orders
1215 Stop order—Australian passport funds
1215A Stop order—notified foreign passport fund
1215B Interim stop orders
1215C Revocation of stop order made under section 1215 or 1215A
1215D Compliance with stop orders
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Part 8A.7—Deregistration and denotification
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Division 1—Deregistration of Australian passport funds
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Subdivision A—Voluntary deregistration
1216 Application to deregister
1216A ASIC to deregister
1216B When is there an expectation that a fund would become an Australian passport fund?
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Subdivision B—Deregistration initiated by ASIC
1216C Deregistration—initiated by ASIC
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Subdivision C—Process for deregistration
1216D Process for deregistration
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Division 2—Denotification of notified foreign passport funds
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Subdivision A—Voluntary denotification
1216E Application to be removed as a notified foreign passport fund
1216F ASIC to remove fund as a notified foreign passport fund
1216G When is there an expectation that a fund would become a notified foreign passport fund?
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Subdivision B—Notified foreign passport fund deregistered in the fund’s home economy
1216H ASIC to remove a fund as a notified foreign passport fund
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Subdivision C—Process for removal as a notified foreign passport fund
1216J Process for removal as a notified foreign passport fund
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Division 3—Continued application of the Corporations legislation
1216K ASIC’s power to continue the application of the Corporations legislation
1216L Regulations may continue the application of the Corporations legislation
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Part 8A.8—Exemptions and modifications
1217 ASIC’s power to make exemptions and declare modifications etc. in relation to this Chapter
1217A ASIC’s power to make exemptions and declare modifications etc. in relation to the Passport Rules
1217B Exemptions and modification by regulations
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Chapter 8B—Corporate collective investment vehicles
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Part 8B.1—Preliminary
1221 Objects of this Chapter
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Part 8B.2—Registration of CCIVs
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Division 1—Registering a CCIV
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Subdivision A—Requirements for registration as a CCIV
1222 Requirements for registration as a CCIV
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Subdivision B—How a CCIV is registered
1222A Applying for registration
1222B No other way to register a CCIV
1222C Registration of a CCIV
1222D Corporate director and members of a CCIV
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Subdivision C—Names of CCIVs
1222E Special requirements for naming of CCIVs
1222F Special requirements for acceptable abbreviations of CCIV names
1222G Carrying on business using “CCIV” in name
1222H Change of name not allowed while sub-fund in liquidation
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Subdivision D—Retail CCIVs and wholesale CCIVs
1222J Meaning of retail CCIV and wholesale CCIV
1222K Retail CCIV test
1222L Notifying ASIC of status as a retail CCIV or wholesale CCIV
1222M Table of provisions that apply only to retail CCIVs
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Subdivision E—Listing not permitted for certain CCIVs and sub-funds
1222N Certain CCIVs and sub-funds must not be listed
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Subdivision F—Changing company type not permitted
1222P Part 2B.7 does not apply to a CCIV
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Division 2—Registering a sub-fund of a CCIV
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Subdivision A—What is a sub-fund of a CCIV
1222Q What is a sub-fund of a CCIV
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Subdivision B—How a sub-fund of a CCIV is registered
1222R Initial sub-funds to be registered when the CCIV is registered
1222S Registration of a sub-fund
1222T Sub-fund is established on registration
1222U Application to register further sub-funds
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Subdivision C—Names of sub-funds
1222V A sub-fund’s name
1222W Using sub-fund name and ARFN on documents
1222X Acceptable abbreviations of sub-fund names
1222Y Sub-fund changing its name
1222Z ASIC’s power to direct CCIV to change a sub-fund’s name
1222ZA Effect of name change
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Division 3—Registers
1222ZB Registers relating to CCIVs
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Part 8B.3—Corporate governance of CCIVs
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Division 1—Governance rules
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Subdivision A—How a CCIV exercises company powers
1223 Execution of documents (including deeds) by the CCIV itself
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Subdivision B—Constitution
1223A Replaceable rules do not apply to a CCIV
1223B Requirement for a CCIV to have a constitution
1223C Retail CCIV—ASIC may direct CCIV to modify its constitution
1223D Adoption, modification and repeal of constitution
1223E Effect of constitution
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Subdivision C—Minimum content requirements for the constitution of a CCIV
1223F Wholesale CCIV—Basic content requirement
1223G Retail CCIV—Basic content requirements
1223H Retail CCIV—Additional content requirement for redemption of shares
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Division 2—Officers and employees of the CCIV
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Subdivision A—Officers and employees generally
1224 A CCIV has a single corporate director
1224A A CCIV has no secretary and no employees
1224B Meaning of officer of a CCIV
1224C General duties owed by officers
1224D Duties owed by director
1224E Certain provisions in Chapter 2D do not apply to CCIVs
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Subdivision B—The corporate director of a CCIV
1224F Who can be the director of a CCIV
1224G Retail CCIV—additional rules about who can be the director
1224H Effectiveness of acts by corporate director
1224J Corporate director must operate the CCIV
1224K Corporate director not required to disclose material personal interest
1224L Corporate director may appoint an agent or engage a person
1224M Retail CCIV—responsibility of corporate director for certain acts of agents
1224N Retail CCIV—limitation on right of corporate director to fees and indemnities
1224P Retail CCIV—limitation on right of corporate director to acquire shares in CCIV
1224Q Exercise of powers while sub-fund is in liquidation
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Subdivision C—Replacing the corporate director
1224R Changes only take effect when ASIC alters record of registration
1224S CCIV does not have an eligible corporate director
1224T Retirement of corporate director
1224U Replacement of corporate director by members
1224V Appointment of temporary corporate director by Court
1224W Temporary corporate director to initiate appointment of permanent corporate director
1224X Temporary corporate director fails to initiate appointment of permanent corporate director
1224Y Members fail to appoint permanent corporate director
1224Z Former corporate director to hand over books and provide reasonable assistance
1224ZA Rights, obligations and liabilities of former corporate director
1224ZB Effect of change of corporate director on documents etc. to which former corporate director is party
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Subdivision D—Termination payments
1224ZC Member approval not needed for benefit specified in constitution
1224ZD Modified member approval for CCIVs
1224ZE Benefits paid to corporate director not covered by exemptions
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Division 3—Officers, employees and auditors of the corporate director
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Subdivision A—Officers and auditors of the corporate director
1225 Retail CCIV—duties owed by officers of corporate director
1225A Responsibility of secretary of corporate director for certain contraventions by CCIV
1225B Responsibility of secretary of corporate director for certain contraventions by corporate director
1225C Extended obligation of directors of corporate director
1225D Right of access to CCIV books
1225E Extended operation of sections 199A and 199B (about indemnities and insurance)
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Subdivision B—Employees of the corporate director
1225F Retail CCIV—duties owed by employees of corporate director
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Division 4—Compliance plan for retail CCIVs
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Subdivision A—Documenting the compliance plan
1226 Requirement for compliance plan
1226A Contents of the compliance plan
1226B Compliance plan may incorporate provisions from another CCIV’s plan
1226C ASIC may require further information about compliance plan
1226D Changing the compliance plan
1226E ASIC may require consolidation of compliance plan to be lodged
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Subdivision B—Auditing the compliance plan
1226F Engaging auditor
1226G Audit and audit report
1226H Contraventions by auditor
1226J Removal and resignation of auditors
1226K Action on change of auditor of compliance plan
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Division 5—Member protection
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Subdivision A—Related party transactions by retail CCIVs to be approved at sub-fund level
1227 Application of Chapter 2E to retail CCIVs
1227A Need for member approval for financial benefit
1227B Exceptions not available for a retail CCIV
1227C Requirements for explanatory statement to members
1227D Modified references
1227E Related parties of a CCIV
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Subdivision B—Rights and remedies of members of a CCIV
1227F Grounds for Court order
1227G Orders the Court can make
1227H Applying for and granting leave
1227J Varying and cancelling class rights
1227K Certain actions taken to vary rights etc.
1227L Company must lodge documents and resolutions with ASIC
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Subdivision C—Civil liability of corporate director to members
1227M Civil liability of corporate director to members
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Division 6—Meetings
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Subdivision A—Directors’ meetings
1228 Resolutions of CCIVs
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Subdivision B—Meetings of members of CCIVs or sub-funds
1228A Meetings of members of CCIVs
1228B Meetings of members of sub-funds
1228C Auditors of scheme compliance plans
1228D Copy of the register of members—sub-funds
1228E Members’ resolutions
1228F Voting at meetings of members
1228G Corporate director and associates cannot vote if interested in resolution
1228H How to work out the value of a share
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Division 7—Corporate contraventions
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Subdivision A—General provisions relating to establishing civil and criminal liability under Commonwealth laws
1229 Application of this Subdivision
1229A Other rules for corporate contraventions do not apply
1229B General rule for attributing conduct and state of mind to a CCIV
1229C Exceptions etc. specific to this Act
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Subdivision B—Consequences of contraventions of Commonwealth laws
1229D Corporate director generally taken to commit offences committed by CCIV
1229E Corporate director generally liable for civil penalties for which the CCIV would be liable
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Subdivision C—Consequences of contraventions of State and Territory laws
1229F Compensation orders—State and Territory laws
1229G Time limit for application for compensation order
1229H Civil evidence and procedure rules for compensation orders
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Part 8B.4—Corporate finance, financial reporting and sustainability reporting for CCIVs
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Division 1—Shares
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Subdivision A—Issuing and converting shares in a CCIV
1230 Shares can only be issued in respect of sub-funds
1230A Minimum of one class of shares per sub-fund
1230B Power to issue redeemable shares
1230C Conversion of shares
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Subdivision B—Redemption of shares
1230D Redemptions to which this Subdivision applies
1230E Redeemed shares to be cancelled
1230F Requirements for redemptions by all CCIVs
1230G Further requirements for redemptions by retail CCIVs
1230H When a sub-fund is liquid
1230J Redemption offers for non-liquid sub-funds of retail CCIVs
1230K Satisfying redemption requests for non-liquid sub-funds of retail CCIVs
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Subdivision C—Partly-paid shares
1230L Section 254N does not apply to a CCIV
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Subdivision D—Dividends
1230M Circumstances in which a dividend may be paid
1230N Dividend rights
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Subdivision E—Notice requirements
1230P Part 2H.6 does not apply to a CCIV
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Subdivision F—Cross-investment between sub-funds of a CCIV
1230Q Cross-investment between sub-funds is permitted
1230R Requirements or restrictions for cross-investment
1230S Consequences for failing to comply with requirements or restrictions for cross-investment
1230T Requirements or restrictions on membership rights for shares acquired from cross-investment
1230U Cross-investment between sub-funds is not a share buy-back
1230V General duties still apply for cross-investment between sub-funds
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Division 2—Transactions affecting share capital
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Subdivision A—Reductions in share capital and share buy-backs
1231 Purpose
1231A CCIV may make reduction not otherwise authorised
1231B Consequences of making an unauthorised reduction
1231C A CCIV’s power to buy back its own shares
1231D Authorised reductions—share redemptions
1231E Authorised reductions—regulations
1231F Authorised reductions—Court orders
1231G Authorised reductions—return of financial product
1231H Other share capital reductions
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Subdivision B—Self-acquisition and control of shares
1231J Directly acquiring own shares
1231K Taking security over own shares
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Subdivision C—Financial assistance
1231L Part 2J.3 does not apply to a CCIV
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Subdivision D—Interaction with other duties
1231M Other duties still apply
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Division 3—Debentures
1231N Debentures can only be issued in respect of sub-funds
1231P Modified operation of section 283AA
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Division 4—Financial reports, sustainability reports and audit of CCIVs
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Subdivision A—Application of Chapter 2M to CCIVs and their sub-funds
1232 Application of Chapter 2M to CCIVs
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Subdivision B—Financial records (all CCIVs)
1232A Obligation to keep financial records for sub-funds
1232B Access to financial records of CCIVs and sub-funds
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Subdivision C—Financial and sustainability reporting (retail CCIVs only)
1232C Annual financial reports, sustainability reports and directors’ reports for sub-funds—general rules
1232D Annual financial reports, sustainability reports and directors’ reports for sub-funds—special rules for financial reports and sustainability reports
1232E Annual financial reports and directors’ reports for sub-funds—special rules for directors’ reports
1232F Half-year financial reports and directors’ reports for sub-funds with ED securities on issue
1232G Audit and auditor’s report for sub-funds
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Subdivision D—Annual financial reporting to members (retail CCIVs only)
1232H Annual financial and sustainability reporting to members of sub-funds
1232J Deadline for reporting to members of sub-funds
1232K Consideration of reports at AGM
1232L Additional reporting by CCIVs that are debenture issuers
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Subdivision E—Lodging reports with ASIC (retail CCIVs only)
1232M Relodgement if financial reports, sustainability reports or directors’ reports relating to sub-fund amended after lodgement
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Subdivision F—Appointment and removal of auditors (retail CCIVs only)
1232N Conflict of interest situation
1232P Auditor independence—specific requirements
1232Q People who are regarded as officers of a CCIV
1232R Appointment, removal and fees of auditors for CCIVs
1232S Effect of winding up of sub-fund on office of auditor
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Subdivision G—Sanctions for contravention of Chapter 2M
1232T Extended liability of directors of the corporate director for contraventions of Chapter 2M
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Division 5—Updating ASIC information about CCIVs
1232U Solvency resolutions
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Part 8B.5—Operating a CCIV
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Division 1—Preliminary
1233 Meaning of property
1233A References to liabilities of a CCIV
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Division 2—Requirement to operate sub-funds as separate businesses
1233B Sub-funds to be operated as separate businesses
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Division 3—Requirement for assets and liabilities to be allocated between sub-funds
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Subdivision A—The CCIV’s allocation register
1233C Corporate director to keep allocation register
1233D Requirement to enter assets on the allocation register
1233E Requirement to enter liabilities on the allocation register
1233F Liquidator may require corporate director to record debt, claim or property in allocation register
1233G Requirement to retain records of allocations for 7 years
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Subdivision B—What are the assets of a particular sub-fund
1233H Meaning of assets—sub-fund of a CCIV
1233J When an allocation determination is required
1233K When property must be converted into money etc.
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Subdivision C—What are the liabilities of a particular sub-fund
1233L Meaning of liabilities—sub-fund of a CCIV
1233M When an allocation determination is required
1233N Variations of proportional allocation of liabilities
1233P Creditor may require corporate director to provide information about allocation
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Subdivision D—Orders the Court can make
1233Q Orders the Court can make in relation to assets and liabilities of sub-funds
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Division 4—Purposes for which sub-fund assets may be applied
1234 Unallocated money and property may not be applied for any purpose
1234A Requirement for segregated application of assets of sub-funds
1234B Purposes for which sub-fund assets may be applied
1234C Property that is required to be converted to be applied only for that purpose
1234D Requirement for security interests to be segregated
1234E Court orders
1234F Consequences of non-compliant application of assets
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Division 5—How CCIV assets must be held
1234G Who may hold the assets of a CCIV
1234H Person other than CCIV holds money or property on trust
1234J How CCIV money and property must be held
1234K Regulations may create exceptions
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Part 8B.6—External administration and deregistration
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Division 1—Preliminary
1235 Construing terms and expressions affected by substituted references
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Division 2—Arrangements and reconstructions of sub-funds
1235A Object of this Division
1235B Compromises etc. not to be made between 2 or more sub-funds
1235C Applying arrangements and reconstructions provisions to sub-funds
1235D Persons not to be appointed to administer compromise or arrangement
1235E Provisions for facilitating reconstruction and amalgamation of sub-funds within a CCIV
1235F Court may make order in relation to assets and liabilities of sub-funds
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Division 3—Receivers, and other controllers, of property of sub-funds
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Subdivision A—Preliminary
1236 Object of this Division
1236A Meaning of property and receiver—sub-fund of a CCIV
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Subdivision B—Appointment of controllers
1236B Appointment of a controller of property of a sub-fund of a CCIV
1236C Persons not to act as receivers
1236D Notifying of appointment or cessation of controller
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Subdivision C—Application of Part 5.2 to control of property of sub-funds
1236E Applying Part 5.2 etc. to sub-funds
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Subdivision D—Modified duties and powers of receivers etc.
1236F Liability of controller
1236G Powers of receiver
1236H Controller may require reports relating to other sub-funds if necessary
1236J Controller may inspect books of CCIV
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Subdivision E—Other modifications
1236K Application of sub-fund property to meet certain priority payments
1236L Transfer of books to ASIC etc.
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Division 4—Administration and restructuring
1236M Part 5.3A does not apply to a CCIV
1236N Part 5.3B does not apply to a CCIV
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Division 5—Winding up of sub-funds
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Subdivision A—Preliminary
1237 Object of this Division
1237A No winding up of a CCIV
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Subdivision B—Application of winding up provisions to winding up of sub-funds
1237B Applying winding up provisions to sub-funds
1237C References to debts etc. of a sub-fund
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Subdivision C—Winding up of a sub-fund in insolvency
1237D When a sub-fund is presumed to be insolvent
1237E Statutory demand—creditor may serve demand on CCIV
1237F Statutory demand—CCIV may apply to set aside demand
1237G Statutory demand—determining application to set aside where there is a dispute or offsetting claim
1237H Statutory demand—determining application to set aside where there is a dispute about the sub-fund
1237J Substitution of sub-fund where statutory demand not relied on
1237K Declaration of solvency
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Subdivision CA—Voluntary winding up
1237KA Declaration of relevant relationships
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Subdivision D—Modified duties and powers of liquidator of a sub-fund
1237L Disqualification of liquidator
1237M Notifying of appointment, resignation or removal of liquidator
1237N Duties and powers of liquidator
1237P Retention and destruction of books
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Subdivision E—Modified duties and powers of officers of corporate director and CCIV
1237Q Officers of corporate director to help liquidator
1237R Corporate director may retain certain books
1237S Corporate director may access certain books
1237T Corporate director may direct ASIC not to destroy books
1237U Mandatory examination
1237V Court may make order imposing liability on unlicensed person operating CCIV
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Subdivision F—Proof and ranking of claims
1237W Liquidator must be satisfied debt or claim is a liability of the sub-fund
1237X Determination of debts and claims that relate to the business of 2 or more sub-funds and are of uncertain value
1237Y Application of sub-fund property
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Subdivision G—Powers of Courts
1237Z Warrant in relation to books
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Subdivision H—Recovering property
1237ZA Presumptions to be made in recovery proceedings
1237ZB Directors of the corporate director
1237ZC Vesting of PPSA security interests if collateral not registered within time
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Division 6—Recovering property of sub-funds
1238 Duties owed by directors of corporate director of a CCIV
1238A Applying property recovery provisions to CCIVs
1238B References to incurring debts
1238C When debts arise in relation to redeemable shares
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Division 7—External administration offences
1238D Applying external administration offences to CCIVs
1238E Interpretation of ceased to carry on business
1238F Frauds by officers
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Division 8—Miscellaneous
1238G Applying external administration miscellaneous provisions to sub-funds
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Division 9—Deregistration and transfer of registration
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Subdivision A—Deregistration
1239 Deregistration of a sub-fund—voluntary
1239A Deregistration of a sub-fund—ASIC initiated
1239B Process for ASIC initiated deregistration of a sub-fund
1239C Deregistration of a sub-fund—following amalgamation or winding up
1239D Effect of deregistration of a sub-fund
1239E The Commonwealth’s and ASIC’s power to fulfil outstanding obligations in relation to deregistered sub-fund
1239F Claims against insurers in relation to deregistered sub-fund
1239G Reinstatement of a sub-fund
1239H CCIV reinstated following reinstatement of a sub-fund
1239J Notices relating to reinstatement of a sub-fund
1239K Deregistration of a CCIV
1239L Books of the CCIV to be kept by former corporate director
1239M A CCIV may not be reinstated under section 601AH
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Subdivision B—Transfer of registration
1239N Registration of CCIV cannot be transferred
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Part 8B.7—Control, financial services and disclosure
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Division 1—Takeovers, compulsory acquisitions and buy-outs
1240A Takeovers—prohibition on acquisitions of shares in a listed CCIV
1240B Takeovers—directors of the corporate director of a listed CCIV
1240C Takeovers—bidder’s statement content
1240D Takeovers Panel—declaration of unacceptable circumstances may only be made in relation to a listed CCIV
1240E Compulsory acquisition—only available for securities in a listed CCIV
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Division 2—Continuous disclosure
1240F Continuous disclosure—CCIVs
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Division 3—Fundraising
1240G Fundraising rules do not apply to CCIVs
1240H Offering securities of a CCIV or sub-fund that does not exist
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Division 4—Financial services and markets
1241 Application of Chapter 7 to CCIVs
1241A For Chapter 7, treat the corporate director as providing financial services etc. being provided by the CCIV
1241B Certain licensing concepts do not apply to CCIVs
1241C Extra kinds of financial services relating to CCIVs
1241D CCIV buy-back or redemption facility does not make a market
1241E Certain conduct relating to CCIVs is not providing a custodial or depository service
1241F Australian financial services licences
1241G Immediate suspensions or cancellations of licences
1241H Restriction on use of certain words or expressions
1241J Agreements with certain unlicensed persons
1241K Treat the CCIV as a professional investor
1241L Financial services disclosure does not apply to operating the business and conducting the affairs of CCIVs
1241M Financial records of the corporate director of a CCIV
1241N Prohibition on hawking of securities in a CCIV
1241P Modifications of Part 7.8A
1241Q Part 7.9 applies to the issue or sale of securities in a CCIV
1241R Product Disclosure Statements—when a security in a CCIV is of the same kind as another product
1241S Product Disclosure Statements—situations when not required for CCIVs
1241T Product Disclosure Statements—content requirements
1241U Product Disclosure Statements—replacement statements
1241V Product Disclosure Statements—lodging with ASIC
1241W Product Disclosure Statements—use of application forms
1241X Product Disclosure Statements—if lodged, then security not to be issued or sold before specified period
1241Y Remedies for person acquiring financial product under defective Product Disclosure Document
1241Z Disclosure obligations of issuers of securities in CCIVs
1241ZA Cooling-off periods
1241ZB Unsolicited offers to purchase securities in CCIVs off-market
1241ZC Product intervention orders
1241ZD Insider trading—exceptions
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Part 8B.8—Miscellaneous
1242 Director identification numbers
1242A Registers
1242B Inspection of books
1242C Falsification of books
1242D Application of Part 9.4
1242E Disclosures qualifying for protection under Part 9.4AAA
1242F Powers of Courts—irregularities
1242G Fees payable to the Commonwealth
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Part 8B.9—Subordinate legislation relating to CCIVs
1243 ASIC’s power to make exemption and modification orders
1243A Modification by regulations
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Volume 6
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Chapter 9—Miscellaneous
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Part 9.1A—Director identification numbers
1272 Giving and cancelling director identification numbers
1272A Applying for a director identification number
1272B Meaning of eligible officer
1272C Requirement to have a director identification number
1272D Requirement to apply for a director identification number
1272E Registrar may extend application periods
1272F Infringement notices
1272G Applying for additional director identification numbers
1272H Misrepresenting director identification numbers
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Part 9.1—Matters relating to handling records and information
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Division 1—The Registrar
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Subdivision A—Appointment etc. of the Registrar
1270 Appointment of the Registrar
1270A Functions
1270B Powers
1270C Directions by Minister
1270D Delegation
1270E Assisted decision making
1270F Liability for damages
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Subdivision B—How the Registrar is to perform and exercise functions and powers
1270G Data standards
1270H Giving information to the Registrar
1270J How the Registrar is to perform and exercise functions and powers
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Subdivision C—Disclosure of information
1270K Disclosure framework
1270L Protection of confidentiality of protected information
1270M Authorisation of recording or disclosure
1270N Preventing disclosure of particular protected information
1270P Authorisation for purposes of Privacy Act
1270Q Disclosure to a court
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Subdivision D—Miscellaneous
1270R Extracts of information to be admissible in evidence
1270S Annual report
1270T Rules
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Division 2—Registers kept by ASIC
1274 Registers
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Division 3—Miscellaneous
1274AA Register of disqualified company directors and other officers
1274A Obtaining information from certain registers
1274B Use, in court proceedings, of information from ASIC’s national database
1274C ASIC certificate
1275 Relodging of lost registered documents
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Part 9.2—Registration of auditors
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Division 2—Registration
1279 Application for registration as auditor
1280 Registration of auditors
1280A Approval of auditing competency standard
1281 Auditor-General taken to be registered as auditor
1285 Register of Auditors
1287 Notification of certain matters
1287A Annual statements by registered company auditors
1289 Auditors and other persons to enjoy qualified privilege in certain circumstances
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Division 2A—Conditions on registration of auditors
1289A ASIC may impose conditions on registration
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Division 3—Cancellation or suspension of registration
1290 Cancellation at request of registered person
1291 Immediate suspension or cancellation
1291A Notice of suspension or cancellation
1291B ASIC may vary or revoke suspension
1292 Powers of Board in relation to auditors
1294 Board to give opportunity for hearing etc.
1294A Pre-hearing conference
1295 Board may remove suspension
1296 Notice of Board’s decision
1297 Time when Board’s decision comes into effect
1298 Effect of suspension
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Division 4—Validation of approval of auditing competency standard
1298P Validation of approval of auditing competency standard
1298Q Compensation for acquisition of property
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Part 9.2A—Authorised audit companies
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Division 1—Registration
1299A Application for registration as authorised audit company
1299B Eligibility for registration as an authorised audit company
1299C Registration as authorised audit company
1299D Registration may be subject to conditions
1299E Register of authorised audit companies
1299F Notification of certain matters
1299G Annual statements by authorised audit company
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Division 2—Cancellation or suspension of registration
1299H Cancellation at request of registered person
1299I Cancellation or suspension in other cases
1299J Notice of cancellation or suspension
1299K Time when ASIC’s decision comes into effect
1299L Effect of suspension
1299M Effect of cancellation
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Part 9.3—Books
1300 Inspection of books
1301 Location of books on computers
1303 Court may compel compliance
1304 Translations of instruments
1305 Admissibility of books in evidence
1306 Form and evidentiary value of books
1307 Falsification of books
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Part 9.4—Offences
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Division 1A—Application of the Criminal Code
1308A Application of Criminal Code
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Division 1—Specific offences
1308B False or misleading statements about share capital
1308 False or misleading documents
1309 False information etc.
1310 Obstructing or hindering ASIC etc.
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Division 2—Offences generally
1311 General penalty provisions
1311A Penalty for committing an offence
1311B Penalty applicable to an offence committed by an individual
1311C Penalty applicable to an offence committed by a body corporate
1311D Meaning of benefit derived and detriment avoided—offence
1311E Where is the penalty for an offence specified?
1311F If no penalty is specified
1313A Offences committed partly in and partly out of the jurisdiction
1314 Continuing offences
1315 Proceedings: how taken
1316 Time for instituting criminal proceedings
1316A Privilege against self-incrimination not available to bodies corporate in Corporations Act criminal proceedings
1317 Certain persons to assist in prosecutions
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Part 9.4AAA—Protection for whistleblowers
1317AA Disclosures qualifying for protection under this Part
1317AAA Meaning of eligible whistleblower
1317AAB Meaning of regulated entity
1317AAC Meaning of eligible recipient
1317AAD Public interest disclosure and emergency disclosure
1317AADA Personal work-related grievances
1317AAE Confidentiality of whistleblower’s identity
1317AB Disclosure that qualifies for protection not actionable etc.
1317AC Victimisation prohibited
1317AD Compensation and other remedies—circumstances in which an order may be made
1317ADA Meaning of detriment
1317AE Compensation and other remedies—orders that may be made
1317AF Interaction between civil proceedings, civil penalties and criminal offences
1317AG Identifying information not to be disclosed etc. to courts or tribunals
1317AH Costs only if proceedings instituted vexatiously etc.
1317AI Whistleblower policies
1317AJ Exemption orders—class orders for companies
1317AK Review of operation of whistleblower protections
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Part 9.4A—Review by Administrative Review Tribunal of certain decisions
1317A Definitions
1317B Applications for review
1317C Excluded decisions
1317D Notice of reviewable decision and review rights
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Part 9.4AA—Infringement notices for alleged contraventions of continuous disclosure provisions
1317DAAA Meaning of compensation proceedings
1317DAA Application of this Part to disclosing entities
1317DAB Purpose and effect of this Part
1317DAC Issue of infringement notice
1317DAD Statement of reasons must be given
1317DAE Matters to be included in infringement notice
1317DAF Effect of issue and compliance with infringement notice
1317DAG Effect of failure to comply with infringement notice
1317DAH Meaning of compliance period
1317DAI Withdrawal of infringement notice
1317DAJ Publication in relation to infringement notices
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Part 9.4AB—Infringement notices for other alleged contraventions
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Division 1—General
1317DAM When an infringement notice may be given
1317DAN Provisions subject to an infringement notice
1317DAP Matters to be included in an infringement notice
1317DAPA Giving infringement notices in relation to restricted civil penalty provisions
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Division 2—Infringement notices given by ASIC
1317DAPB Application of Division
1317DAQ Payment period
1317DAR Extension of time to pay amount
1317DAS Payment by instalments
1317DAT Withdrawal of an infringement notice
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Division 3—Infringement notices given by Financial Services and Credit Panels
1317DATA Application of Division
1317DATB Payment period, extension of time and payment by instalments
1317DATC Withdrawal of an infringement notice given by a Financial Services and Credit Panel
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Division 4—Other matters
1317DAU Effect of payment of amount
1317DAV Effect of this Part
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Part 9.4B—Civil consequences of contravening civil penalty provisions
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Division 1—The Court may make declarations of contravention, pecuniary penalty orders, relinquishment orders, refund orders and compensation orders
1317E Declaration of contravention of a civil penalty provision
1317F Declaration of contravention is conclusive evidence
1317G Pecuniary penalty orders
1317GAA Civil enforcement of pecuniary penalty order
1317GAB Relinquishing the benefit derived and detriment avoided from contravening a civil penalty provision
1317GAC Civil enforcement of relinquishment order
1317GAD Meaning of benefit derived and detriment avoided—civil penalty provision
1317GA Refund orders—charging ongoing fee after termination of arrangement
1317GB Refund orders—contraventions of section 962R or 962S
1317H Compensation orders—corporation/scheme civil penalty provisions
1317HA Compensation orders—financial services civil penalty provisions
1317HB Compensation orders—market integrity rules and client money reporting rules
1317HC Compensation orders—financial benchmark rules or compelled financial benchmark rules
1317HE Compensation orders—Passport Rules
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Division 2—Procedural and other matters relating to orders by the Court
1317J Who may apply for a declaration or order
1317K Time limit for application for a declaration or order
1317L Civil evidence and procedure rules for declarations of contravention and civil penalty orders
1317M Civil proceedings after criminal proceedings
1317N Criminal proceedings during civil proceedings
1317P Criminal proceedings after civil proceedings
1317Q Evidence given in proceedings for penalty not admissible in criminal proceedings
1317QA Continuing contraventions of civil penalty provisions
1317QB State of mind
1317QC Mistake of fact
1317QD Exceptions etc. to civil penalty provisions—burden of proof
1317QE Civil penalty provisions contravened by employees, agents or officers
1317QF Preference must be given to compensate persons who suffer damage as a result of contravention
1317R ASIC requiring person to assist
1317S Relief from liability for contravention of civil penalty provision
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Part 9.5—Powers of Courts
1318 Power to grant relief
1319 Power of Court to give directions with respect to meetings ordered by the Court
1322 Irregularities
1323 Power of Court to prohibit payment or transfer of money, financial products or other property
1324 Injunctions
1324A Provisions relating to prosecutions
1324B Order to disclose information or publish advertisements
1325 Other orders
1325A Orders if contravention of Chapter 6, 6A, 6B or 6C
1325B Court may order bidder to make offers
1325C Unfair or unconscionable agreements, payments or benefits
1325D Contravention due to inadvertence etc.
1325E Orders to secure compliance
1326 Effect of sections 1323, 1324 and 1325
1327 Power of Court to punish for contempt of Court
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Part 9.6—Proceedings
1330 ASIC’s power to intervene in proceedings
1331 Civil proceedings not to be stayed
1332 Standard of proof
1333 Evidence of contravention
1335 Costs
1336 Vesting of property
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Part 9.6A—Jurisdiction and procedure of Courts
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Division 1—Civil jurisdiction
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Subdivision A—Preliminary
1337A Operation of Division
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Subdivision B—Conferral of jurisdiction
1337B Jurisdiction of Federal Court and State and Territory Supreme Courts
1337C Jurisdiction of Federal Circuit and Family Court of Australia (Division 1) and State Family Courts
1337D Jurisdiction of courts (decisions to prosecute and related criminal justice process decisions made by Commonwealth officers)
1337E Jurisdiction of lower courts
1337F Appeals
1337G Courts to act in aid of each other
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Subdivision C—Transfer of proceedings
1337H Transfer of proceedings by the Federal Court and State and Territory Supreme Courts
1337J Transfer of proceedings by Federal Circuit and Family Court of Australia (Division 1) and State Family Courts
1337K Transfer of proceedings in lower courts
1337L Further matters for a court to consider when deciding whether to transfer a proceeding
1337M Transfer may be made at any stage
1337N Transfer of documents
1337P Conduct of proceedings
1337Q Rights of appearance
1337R Limitation on appeals
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Subdivision D—Rules of court
1337S Rules of the Federal Court
1337T Rules of the Supreme Court
1337U Rules of the Federal Circuit and Family Court of Australia (Division 1)
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Division 2—Criminal jurisdiction
1338A Operation of Division
1338AA Criminal jurisdiction of the Federal Court
1338B Criminal jurisdiction of State and Territory courts
1338C Laws to be applied
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Part 9.7—Unclaimed property
1339 ASIC to deal with unclaimed property
1340 No liability to pay calls on shares etc.
1341 Entitlement to unclaimed property
1342 Commonwealth or ASIC not liable for loss or damage
1343 Disposal of securities if whereabouts of holder unknown
1343A Disposal of interests in registered scheme if whereabouts of member unknown
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Part 9.9—Miscellaneous
1344 Use of ABN
1345 Exceptional circumstances—giving documents
1345A Minister may delegate prescribed functions and powers under this Act
1346 Non-application of rule against perpetuities to certain schemes
1348 Operation of Life Insurance Act
1349 Privilege against exposure to penalty—disqualification etc.
1350 Compensation for compulsory acquisition
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Part 9.10—Fees imposed by the Corporations (Fees) Act 2001 and the Corporations (Review Fees) Act 2003
1351 Fees are payable to the Commonwealth
1354 Lodgment of document without payment of fee
1355 Doing act without payment of fee
1356 Effect of sections 1354 and 1355
1359 Waiver and refund of fees
1360 Debts due to the Commonwealth
1362 Payment of fee does not give right to inspect or search
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Part 9.11—Coronavirus known as COVID-19
1362A Coronavirus known as COVID-19
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Part 9.12—Regulations
1364 Power to make regulations
1365 Scope of particular regulations
1366 Verifying or certifying documents
1367 Documents lodged by an agent
1367A Publication in the prescribed manner
1368 Exemptions from Chapter 6D or 7
1369 Penalty notices
1369A State termination of reference
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Chapter 10—Transitional provisions
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Part 10.1—Transition from the old corporations legislation
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Division 1—Preliminary
1370 Object of Part
1371 Definitions
1372 Relationship of Part with State validation Acts
1373 References to things taken or deemed to be the case etc.
1374 Existence of several versions of old corporations legislation does not result in this Part operating to take same thing to be done several times under new corporations legislation etc.
1375 Penalty units in respect of pre-commencement conduct remain at $100
1376 Ceasing to be a referring State does not affect previous operation of this Part
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Division 2—Carrying over registration of companies
1377 Division has effect subject to Division 7 regulations
1378 Existing registered companies continue to be registered
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Division 3—Carrying over the old Corporations Regulations
1379 Division has effect subject to Division 7 regulations
1380 Old Corporations Regulations continue to have effect
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Division 4—Court proceedings and orders
1381 Division has effect subject to Division 7 regulations
1382 Definitions
1383 Treatment of court proceedings under or related to the old corporations legislation—proceedings other than federal corporations proceedings
1384 Treatment of court proceedings under or related to the old corporations legislation—federal corporations proceedings
1384A Appeals etc. in relation to some former federal corporations proceedings
1384B Effect of decisions and orders made in federal corporations proceedings before commencement
1385 References to proceedings and orders in the new corporations legislation
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Division 5—Other specific transitional provisions
1386 Division has effect subject to Division 7 regulations
1387 Certain applications lapse on the commencement
1388 Carrying over the Partnerships and Associations Application Order
1389 Evidentiary certificates
1390 Preservation of nomination of body corporate as SEGC
1391 Preservation of identification of satisfactory records
1392 Retention of information obtained under old corporations legislation of non-referring State
1393 Transitional provisions relating to section 1351 fees
1394 Transitional provisions relating to securities exchange fidelity fund levies
1395 Transitional provisions relating to National Guarantee Fund levies
1396 Transitional provisions relating to futures organisation fidelity fund levies
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Division 6—General transitional provisions relating to other things done etc. under the old corporations legislation
1397 Limitations on scope of this Division
1398 Provisions of this Division may have an overlapping effect
1399 Things done by etc. carried over provisions continue to have effect
1400 Creation of equivalent rights and liabilities to those that existed before the commencement under carried over provisions of the old corporations legislation
1401 Creation of equivalent rights and liabilities to those that existed before the commencement under repealed provisions of the old corporations legislation
1402 Old corporations legislation time limits etc.
1403 Preservation of significance etc. of events or circumstances
1404 References in the new corporations legislation generally include references to events, circumstances or things that happened or arose before the commencement
1405 References in the new corporations legislation to that legislation or the new ASIC legislation generally include references to corresponding provisions of the old corporations legislation or old ASIC legislation
1406 Carrying over references to corresponding previous laws
1407 References to old corporations legislation in instruments
1408 Old transitional provisions continue to have their effect
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Division 7—Regulations dealing with transitional matters
1409 Regulations may deal with transitional matters
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Part 10.2—Transitional provisions relating to the Financial Services Reform Act 2001
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Division 1—Transitional provisions relating to the phasing-in of the new financial services regime
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Subdivision A—Preliminary
1410 Definitions
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Subdivision B—Treatment of existing markets
1411 When is a market being operated immediately before the FSR commencement?
1412 Treatment of proposed markets that have not started to operate by the FSR commencement
1413 Obligation of Minister to grant licences covering main existing markets
1414 Section 1413 markets—effect of licences and conditions
1415 Section 1413 markets—preservation of old Corporations Act provisions during transition period
1416 Section 1413 markets—powers for regulations to change how the old and new Corporations Act apply during the transition period
1417 Section 1413 markets—additional provisions relating to previously unregulated services
1418 Treatment of exempt stock markets and exempt futures markets (other than markets with no identifiable single operator)
1419 Treatment of exempt stock markets and exempt futures markets that do not have a single identifiable operator
1420 Treatment of stock markets of approved securities organisations
1421 Treatment of special stock markets for unquoted interests in a registered scheme
1422 Treatment of other markets that were not unauthorised
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Subdivision C—Treatment of existing clearing and settlement facilities
1423 When is a clearing and settlement facility being operated immediately before the FSR commencement?
1424 Treatment of proposed clearing and settlement facilities that have not started to operate by the FSR commencement
1424A Treatment of unregulated clearing and settlement facilities operated by holders of old Corporations Act approvals
1425 Obligation of Minister to grant licences covering main existing facilities
1426 Section 1425 facilities—effect of licences and conditions
1427 Section 1425 facilities—powers for regulations to change how the old and new Corporations Act apply during the transition period
1428 Section 1425 facilities—additional provisions relating to previously unregulated services
1429 Treatment of other clearing and settlement facilities
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Subdivision D—Treatment of people who carry on financial services businesses and their representatives
1430 Meaning of regulated principal, regulated activities and relevant old legislation
1431 Parts 7.6, 7.7 and 7.8 of the amended Corporations Act generally do not apply to a regulated principal during the transition period
1432 Continued application of relevant old legislation
1433 Streamlined licensing procedure for certain regulated principals
1434 Special licences for insurance multi-agents during first 2 years after FSR commencement
1435 Licensing decisions made within the first 2 years of the FSR commencement—regard may be had to conduct and experience of applicant or related body corporate that currently provides same or similar services
1436 Treatment of representatives—general
1436A Treatment of representatives—insurance agents
1437 Exemptions and modifications by ASIC
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Subdivision E—Product disclosure requirements
1438 New product disclosure provisions do not apply to existing products during transition period
1439 Offences against new product disclosure provisions—additional element for prosecution to prove if conduct occurs after opting-in and before the end of the first 2 years
1440 Continued application of certain provisions of old disclosure regimes during transition period
1441 Certain persons who are not yet covered by Parts 7.6, 7.7 and 7.8 of the amended Corporations Act are required to comply with Part 7.9 obligations as if they were regulated persons
1442 Exemptions and modifications by ASIC
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Subdivision F—Certain other product-related requirements
1442A Deferred application of hawking prohibition
1442B Deferred application of confirmation of transaction and cooling-off provisions etc.
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Division 2—Other transitional provisions
1443 Definitions
1444 Regulations may deal with transitional, saving or application matters
1445 ASIC determinations may deal with transitional, saving or application matters
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Part 10.3—Transitional provisions relating to the Corporations Legislation Amendment Act 2003
1447 Application of sections 601AB and 601PB
1448 Application of amendments made by Schedule 4 to the Corporations Legislation Amendment Act 2003
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Part 10.4—Transitional provisions relating to the Financial Services Reform Amendment Act 2003
1449 Definition
1450 Application of Part 10.2 to Chapter 7 as amended by Schedule 2 to the amending Act
1451 Provisions relating to the scope of the amendments of Chapter 7 made by Schedule 2
1452 Amendments of section 1274
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Part 10.5—Transitional provisions relating to the Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act 2004
1453 Definitions
1454 Audit reforms in Schedule 1 to the amending Act (auditing standards and audit working papers retention rules)
1455 Audit reforms in Schedule 1 to the amending Act (adoption of auditing standards made by accounting profession before commencement)
1456 Audit reforms in Schedule 1 to the amending Act (new competency standard provisions)
1457 Audit reforms in Schedule 1 to the amending Act (new annual statement requirements for auditors)
1458 Audit reforms in Schedule 1 to the amending Act (imposition of conditions on existing registration as company auditor)
1459 Audit reforms in Schedule 1 to the amending Act (application of items 62 and 63)
1460 Audit reforms in Schedule 1 to the amending Act (non-audit services disclosure)
1461 Audit reforms in Schedule 1 to the amending Act (auditor appointment)
1462 Audit reforms in Schedule 1 to the amending Act (auditor independence)
1463 Audit reforms in Schedule 1 to the amending Act (auditor rotation)
1464 Audit reforms in Schedule 1 to the amending Act (listed company AGMs)
1465 Schedule 2 to the amending Act (financial reporting)
1466A Schedule 2A to the amending Act (true and fair view)
1466 Schedule 3 to the amending Act (proportionate liability)
1467 Schedule 4 to the amending Act (enforcement)
1468 Schedule 5 to the amending Act (remuneration of directors and executives)
1469 Schedule 6 to the amending Act (continuous disclosure)
1470 Schedule 7 to the amending Act (disclosure rules)
1471 Schedule 8 to the amending Act (shareholder participation and information)
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Part 10.8—Transitional provisions relating to the Corporations Amendment (Takeovers) Act 2007
1478 Application of amendments of the takeovers provisions
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Part 10.9—Transitional provisions relating to the Corporations Amendment (Insolvency) Act 2007
1479 Definition
1480 Schedule 1 to the amending Act (improving outcomes for creditors)
1481 Schedule 2 to the amending Act (deterring corporate misconduct)
1482 Schedule 3 to the amending Act (improving regulation of insolvency practitioners)
1483 Schedule 4 to the amending Act (fine-tuning voluntary administration)
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Part 10.10—Transitional provisions relating to the Corporations Amendment (Short Selling) Act 2008
1484 Declarations under paragraph 1020F(1)(c) relating to short selling
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Part 10.11—Transitional provisions relating to the Corporations Amendment (No. 1) Act 2009
1485 Application of new subsection 206B(6)
1486 Application of new section 206EAA
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Part 10.12—Transitional provisions relating to the Corporations Legislation Amendment (Financial Services Modernisation) Act 2009
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Division 1—Transitional provisions relating to Schedule 1 to the Corporations Legislation Amendment (Financial Services Modernisation) Act 2009
1487 Definitions
1488 Application of amendments—general
1489 Applications of amendments—application for and grant of licences etc. authorising margin lending financial services
1490 Application of amendments—between 6 and 12 months after commencement
1491 Acquisition of property
1492 Regulations
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Division 2—Transitional provisions relating to Schedule 2 to the Corporations Legislation Amendment (Financial Services Modernisation) Act 2009
1493 Definitions
1494 Transitional provisions relating to limit on control of trustee companies
1495 Transitional provisions relating to the amendments of Chapter 7
1496 General power for regulations to deal with transitional matters
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Division 3—Transitional provisions relating to Schedule 3 to the Corporations Legislation Amendment (Financial Services Modernisation) Act 2009
1497 Definitions
1498 Application of amendments
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Part 10.13—Transitional provisions relating to the Personal Property Securities (Corporations and Other Amendments) Act 2010
1499 Definitions
1500 Charges, liens and pledges—continuation of restriction of references
1501 Charges, liens, pledges and third party property—application
1501A References to the whole or substantially the whole of a company’s property
1501B Constructive notice of registrable charges
1502 Repeal of Chapter 2K (charges)—general
1503 Repeal of Chapter 2K (charges)—cessation of requirements in relation to documents or notices
1504 Repeal of Chapter 2K (charges)—application of section 266
1505 Repeal of Chapter 2K (charges)—cessation of company registration requirements
1506 Repeal of Chapter 2K (charges)—priority between registrable charges
1507 New section 440B (restrictions on third party property rights)
1508 New subsection 442CB(1) (administrator’s duty of care)
1509 New section 588FP (security interests in favour of an officer of a company etc. void)
1510 Winding up applied for before the commencement time
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Part 10.14—Transitional provisions relating to the Corporations Amendment (Corporate Reporting Reform) Act 2010
1510A Definition
1510B Application of Part 1 of Schedule 1 to the amending Act
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Part 10.15—Transitional provisions relating to the Corporations Amendment (Financial Market Supervision) Act 2010
1511 Definition
1512 Application of amendments
1513 Regulations may deal with transitional matters
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Part 10.16—Transitional provisions relating to the Corporations Amendment (No. 1) Act 2010
1516 Application of amendments
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Part 10.17—Transitional provisions relating to the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011
1517 Application of Subdivision B of Division 1 of Part 2D.3
1518 Application of sections 206J, 206K, 206L and 206M
1519 Application of subsection 249L(2)
1520 Application of section 250BB
1521 Application of section 250BC
1522 Application of section 250BD
1523 Application of subsections 250R(4) to (10)
1524 Application of Division 9 of Part 2G.2
1525 Application of amendments of section 300A
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Part 10.18—Transitional and application provisions relating to the Future of Financial Advice Measures
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Division 1—Provisions relating to the Corporations Amendment (Further Future of Financial Advice Measures) Act 2012
1526 Definitions
1527 Application of best interests obligations
1528 Application of ban on conflicted remuneration
1529 Application of ban on other remuneration—volume-based shelf-space fees
1530 Section 1350 does not apply to regulations made for the purposes of subsection 1528(2) or 1529(2)
1531 Application of ban on other remuneration—asset-based fees on borrowed amounts
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Division 2—Provisions relating to the Corporations Amendment (Financial Advice Measures) Act 2016
1531A Definitions
1531B Best interests obligation
1531C Renewal notices (opt-in requirement)
1531D Disclosure statements
1531E Conflicted remuneration
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Part 10.19—Transitional provisions relating to the Corporations Amendment (Phoenixing and Other Measures) Act 2012
1532 Definition
1533 Part 1 of Schedule 1 to the amending Act (winding up by ASIC)
1534 Part 2 of Schedule 1 to the amending Act (publication requirements)
1535 Part 3 of Schedule 1 to the amending Act (miscellaneous amendments)
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Part 10.20—Transitional provisions relating to the Corporations Legislation Amendment (Audit Enhancement) Act 2012
1536 Definitions
1537 Application of amendments relating to annual transparency reports
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Part 10.21—Transitional provision relating to the Corporations Legislation Amendment (Financial Reporting Panel) Act 2012
1538 Courts etc. may have regard to Financial Reporting Panel report
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Part 10.21A—Transitional provisions relating to the Superannuation Legislation Amendment (Service Providers and Other Governance Measures) Act 2013
1538A Application of amendments relating to contributions to a fund or scheme
1538B Application of amendments relating to Statements of Advice
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Part 10.22—Transitional provisions relating to the Superannuation Legislation Amendment (Further MySuper and Transparency Measures) Act 2012
1539 Application of section 1017BA (Obligation to make product dashboard publicly available)
1540 Application of subsection 1017BB(1) (Obligation to make information relating to investment of assets of superannuation entities publicly available)
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Part 10.22A—Transitional provisions relating to the Treasury Laws Amendment (Improving Accountability and Member Outcomes in Superannuation Measures No. 1) Act 2019
1541A Application of amendments relating to portfolio holdings disclosure
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Part 10.23—Transitional provisions relating to the Clean Energy Legislation (Carbon Tax Repeal) Act 2014
1542 Definition
1543 Transitional—carbon units issued before the designated carbon unit day
1544 Transitional—variation of conditions on Australian financial services licences
1545 Transitional—immediate cancellation of Australian financial services licences
1546 Transitional—statements of reasons for cancellation of Australian financial services licences
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Part 10.23A—Transitional provisions relating to the Corporations Amendment (Professional Standards of Financial Advisers) Act 2017
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Division 1—Definitions
1546A Definitions
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Division 2—Application and transitional provisions
1546C Application of limitation on authorisation to provide personal advice and offence
1546D Application of requirements relating to provisional relevant providers
1546E Application of continuing professional development standard for relevant providers
1546F Application of Code of Ethics to relevant providers
1546G Application of obligations in relation to compliance schemes
1546H Application of obligation for standards body to publish annual report
1546J Application of obligation to notify ASIC about a person who becomes a relevant provider
1546K Application of requirements relating to information about relevant provider’s principal place of business
1546L Application of requirements relating to information about membership of professional associations where relevant provider is licensee
1546M Application of requirements relating to information about membership of professional associations where relevant provider is not licensee
1546N Application of requirements relating to information about provisional relevant provider’s work and training
1546P Application of ongoing obligation to notify ASIC when there is a change in a matter for a relevant provider
1546Q Application of obligation to notify ASIC about a person who starts to have control of a body corporate licensee
1546R Application of obligation to notify ASIC about a person who ceases to have control of a body corporate licensee
1546S Application of obligation for relevant providers to provide information to financial services licensees
1546T Application of requirements relating to Register of Relevant Providers
1546U Relevant provider numbers given before commencement
1546V Continuation of Register of Relevant Providers
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Division 3—Transitional notices
1546W Obligation to notify ASIC of certain information
1546X Obligation to notify ASIC of CPD year
1546ZA Offence for failing to lodge transitional notices
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Part 10.24—Transitional provisions relating to the Corporations Legislation Amendment (Deregulatory and Other Measures) Act 2014
1547 Definitions
1548 Application of amendments relating to calling of general meetings
1549 Application of amendments relating to directors’ reports for listed companies
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Part 10.24A—Transitional provisions relating to the Corporations Amendment (Life Insurance Remuneration Arrangements) Act 2017
1549A Definitions
1549B Applications of amendments relating to life risk insurance products
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Part 10.25—Transitional provisions relating to the Insolvency Practice Schedule (Corporations)
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Division 1—Introduction
1550 Simplified outline of this Part
1551 Definitions
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Division 2—Application of Part 2 of the Insolvency Practice Schedule (Corporations) and related consequential amendments
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Subdivision A—Registering liquidators
1552 Applications for registration under the old Act
1553 Persons registered under the old Act continue to be registered under the Insolvency Practice Schedule (Corporations)
1554 Old Act registrant’s details
1555 Period of old Act registrant’s registration under the Insolvency Practice Schedule (Corporations)
1556 Conditions for old Act registrants—conditions under the Insolvency Practice Schedule (Corporations)
1557 Current conditions for old Act registrants—undertakings under the old Act
1558 Current conditions for old Act registrants—undertakings under the ASIC Act
1559 Old Act registrant registered as liquidator of a specified body corporate
1560 Old Act registrant chooses not to renew
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Subdivision B—Annual returns and statements
1561 Application of obligation to lodge annual liquidator returns
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Subdivision C—Notice requirements
1562 Notice of significant events
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Subdivision D—Cancellation by ASIC under the old Act
1563 Request for cancellation made before the commencement day
1564 Decision to cancel registration made before the commencement day
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Subdivision E—Disciplinary proceedings before the Board
1565 Matters not dealt with by the Board before the commencement day
1566 Matters dealt with by the Board before the commencement day
1567 Matters which the Board refuses to deal with before the commencement day
1568 Board considering terminating suspension before the commencement day
1569 Sharing information between the Board and committees
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Subdivision F—Suspension, cancellation and disciplinary action under the Insolvency Practice Schedule (Corporations)
1570 Direction to comply with requirement to lodge documents etc.
1571 Suspension by ASIC under the Insolvency Practice Schedule (Corporations)
1572 Cancellation by ASIC under the Insolvency Practice Schedule (Corporations)
1573 Show-cause notice under the Insolvency Practice Schedule (Corporations)
1574 Lifting or shortening suspension under the Insolvency Practice Schedule (Corporations)
1575 Action initiated by industry bodies
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Subdivision G—Powers of the Court and other bodies
1576 Application of court powers under section 45-1 of the Insolvency Practice Schedule (Corporations)
1577 Powers to deal with registration under the old Act on or after the commencement day
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Division 3—Application of Part 3 of the Insolvency Practice Schedule (Corporations) and related consequential amendments
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Subdivision A—Introduction
1578 Simplified outline of this Division
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Subdivision B—General rules for Part 3
1579 Application of Part 3 of the Insolvency Practice Schedule (Corporations)—general rules
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Subdivision C—Remuneration and other benefits received by external administrators
1580 Application of Division 60 of the Insolvency Practice Schedule (Corporations)—general rule
1581 Old Act continues to apply in relation to remuneration for administrators already appointed
1582 Duties of administrators relating to remuneration and other benefits
1583 Old Act continues to apply in relation to any right of indemnity
1584 Application of new provisions about vacancies of court-appointed liquidator
1585 Application of new provisions about exercise of powers while company under external administration
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Subdivision D—Funds handling
1586 Application of Division 65 of the Insolvency Practice Schedule (Corporations)—general rule
1587 Administration account
1588 Paying money into administration account
1589 Paying money out of administration account
1590 Handling securities
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Subdivision E—Information
1591 Application of Division 70 of the Insolvency Practice Schedule (Corporations)—general rule
1592 Accounts and administration returns
1593 Administration books
1594 Audit of administration books
1595 Transfer of administration books
1596 Retention and destruction of administration books
1597 Giving information to creditors etc.
1598 Commonwealth may request information
1599 Reporting to ASIC
1600 Old Act continues to apply in relation to notices to remedy default
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Subdivision F—Meetings
1601 Application of Division 75 of the Insolvency Practice Schedule (Corporations)—general rule
1602 External administrator must convene meetings in certain circumstances
1603 Old Act continues to apply in relation to reporting for first year of administration
1604 Old Act continues to apply to the deregistration of companies
1605 Old Act continues to apply for certain meetings convened etc. before commencement day
1606 Outcome of voting at creditors’ meeting determined by related entity or on casting vote—Court powers
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Subdivision G—Committees of inspection
1607 Application of Division 80 of the Insolvency Practice Schedule (Corporations)—general rules
1608 Appointing committees of inspection
1609 Old Act continues to apply to certain reports by administrator
1610 Membership of continued committees
1611 Validity of appointment under section 548 of the old Act not affected by lack of separate meeting of contributories
1612 Continued application of directions by creditors or committees under the old Act
1613 Committee of inspection may request information
1614 Duties of members of committee of inspection and creditors relating to profits and advantages etc.
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Subdivision H—Review of the external administration of a company
1615 Application of Division 90 of the Insolvency Practice Schedule (Corporations)—general rule
1616 Application of the Insolvency Practice Schedule (Corporations) provisions that conflict with old Act Court orders—general rule
1617 Old Act continues to apply in relation to ongoing proceedings before a court—general rule
1618 Court powers to inquire into and make orders
1619 Review by another registered liquidator
1620 Removal by creditors
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Division 4—Administrative review
1621 Administrative Appeals Tribunal or Administrative Review Tribunal proceedings
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Division 5—Application of other consequential amendments
1622 Outcome of voting at creditors’ meeting determined by related entity or on casting vote—Court powers
1623 Returns and accounts by controllers
1624 Transfer of books by a controller to a new controller or ASIC
1625 Officers reporting to controller about corporation’s affairs
1626 Lodging notice of execution of a deed of company arrangement
1627 Office of liquidator appointed by the Court
1628 Report as to company’s affairs to be submitted to liquidator
1629 Orders for release or deregistration
1630 Meeting relating to the voluntary winding up of a company
1631 Pooling determinations
1632 Electronic methods of giving or sending certain notices
1633 Deregistration following winding up
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Division 6—Regulations
1634 Regulations
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Part 10.26—Transitional provisions relating to Schedule 3 to the Insolvency Law Reform Act 2016
1635 Application of amendments made by Schedule 3 to the Insolvency Law Reform Act 2016
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Part 10.28—Transitional provisions relating to the Treasury Laws Amendment (2016 Measures No. 1) Act 2017
1636A Application of subsections 981D(2) and 984B(3)
1637 Application of subparagraph 1274(2)(a)(iva) and subsections 1274(2AA) and (2AB)
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Part 10.30—Transitional provisions relating to the Treasury Laws Amendment (2017 Measures No. 5) Act 2018
1639 Definitions
1640 Application—obligation to comply with rules about financial benchmarks
1641 Application—offences relating to manipulation of financial benchmarks
1642 Application—extended meaning of financial products and Division 3 financial products for Part 7.10
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Part 10.31—Transitional provisions relating to the Corporations Amendment (Crowd-sourced Funding for Proprietary Companies) Act 2018
1643 Application of amendments
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Part 10.32—Transitional provisions relating to the Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019
1644 Application of amendments
1644A Application of amendments relating to penalties
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Part 10.33—Transitional provisions relating to the Corporations Amendment (Asia Region Funds Passport) Act 2018
1645 Saving delegations
1646 Decisions to give, withdraw or not withdraw a notice under subsection 1313(1)
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Part 10.34—Transitional provisions relating to the Corporations Amendment (Strengthening Protections for Employee Entitlements) Act 2019
1647 Application—protection of employee entitlements
1648 Application—contribution orders
1649 Application—director disqualification
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Part 10.35—Application and transitional provisions relating to registries modernisation amendments
1650 Definitions
1650A Validation of acts or things done during interim period
1650B Application of amendments
1650C Things started but not finished by ASIC
1650D Register of Liquidators
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Part 10.35A—Transitional provisions relating to Schedule 2 to the Treasury Laws Amendment (Registries Modernisation and Other Measures) Act 2020
1653 Director identification numbers
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Part 10.36—Application and transitional provisions relating to the Treasury Laws Amendment (Strengthening Corporate and Financial Sector Penalties) Act 2019
1655 Definitions
1656 Application—offences
1657 Application—civil penalty provisions
1658 Application—offence provisions repealed and substituted with conduct rules with multiple consequences
1659 Application—infringement notices
1660 Application—definition of dishonesty
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Part 10.37—Transitional provisions relating to the Treasury Laws Amendment (Combating Illegal Phoenixing) Act 2020
1661 Application of amendments
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Part 10.38—Transitional provisions relating to Schedule 1 to the Treasury Laws Amendment (Mutual Reforms) Act 2019
1662 Application of amendments made by Schedule 1 to the Treasury Laws Amendment (Mutual Reforms) Act 2019
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Part 10.39—Transitional provisions relating to Schedule 3 to the Financial Sector Reform (Hayne Royal Commission Response—Stronger Regulators (2019 Measures)) Act 2020
1663 Definitions
1664 Application—existing financial services licensee
1665 Application—applications made before commencement
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Part 10.40—Transitional provisions relating to Schedule 4 to the Financial Sector Reform (Hayne Royal Commission Response—Stronger Regulators (2019 Measures)) Act 2020
1666 Application—conduct etc. relevant to new banning and disqualification orders
1667 Transitional—existing banning and disqualification orders
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Part 10.41—Transitional provisions relating to the Treasury Laws Amendment (2019 Measures No. 3) Act 2020
1668 Transitional—delegations
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Part 10.42—Transitional provisions relating to the Coronavirus Economic Response Package Omnibus Act 2020
1669 Application of amendments made by Schedule 12 to the Coronavirus Economic Response Package Omnibus Act 2020
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Part 10.43—Application provisions relating to Schedule 10 to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
1670 Application of Reference Checking and Information Sharing Protocol
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Part 10.44—Application and transitional provisions relating to Schedule 11 to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
1671 Definitions
1671A Continued application of paragraph 601FC(1)(l) and section 912D
1671B Application of sections 912DAA and 912DAB
1671C Application of section 912DAC
1671D Application of ASIC’s obligations to publish information under section 912DAD
1671E Application of provisions dealing with notifying and compensating a person affected by a reportable situation
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Part 10.45—Transitional provisions relating to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
1672 Transitional—Banking Code of Practice
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Part 10.46—Application and transitional provisions relating to Schedule 1 to the Financial Sector Reform (Hayne Royal Commission Response No. 2) Act 2021
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Division 1—Introduction
1673 Definitions
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Division 2—New ongoing fee arrangements
1673A Application provision for new ongoing fee arrangements
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Division 3—Existing ongoing fee arrangements
1673B Application of this Division
1673C Application—annual requirement to give fee disclosure statement
1673D Transitional—existing obligation to give a fee disclosure statement under section 962G
1673E Transitional—existing obligation to give a renewal notice and fee disclosure statement under section 962K
1673F Application—consent requirements for deductions of ongoing fees
1673G Application—compliance records
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Part 10.47—Application and transitional provisions relating to Schedule 2 to the Financial Sector Reform (Hayne Royal Commission Response No. 2) Act 2021
1674 Application of disclosure of lack of independence reforms
1674A Obligation to give updated Financial Services Guide
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Part 10.48—Application and transitional provisions relating to Schedule 7 to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
1675 Definitions
1675A Application of claims handling and settling services reforms
1675B Transition periods
1675C Application during transition period
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Part 10.49—Transitional provisions relating to Schedule 9 to the Financial Sector Reform (Hayne Royal Commission Response) Act 2020
1676 Definitions
1676A Automatic extension of licence conditions on the commencement day—licensees who are authorised to deal
1676B Automatic extension of licence conditions—licence applications pending just before commencement day
1676C Automatic extension of licence conditions—variation applications pending just before commencement day
1676D Automatic licence conditions may be varied etc.
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Part 10.51—Transitional provisions relating to the Territories Legislation Amendment Act 2020
1678 Definitions
1678A Registration of Norfolk Island companies—general
1678B Registration of Norfolk Island companies—registration process and other matters
1678C Registration of Norfolk Island companies—provision of information
1678E Saving of rules in relation to particular corporations
1678F Director identification numbers—Norfolk Island company directors
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Part 10.52—Application and transitional provisions relating to Schedule 1 to the Treasury Laws Amendment (2021 Measures No. 1) Act 2021
1679 Definitions
1679A Application—virtual meetings and electronic communications
1679C Application—recording and keeping of minute books
1679D Application—execution of documents
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Part 10.53—Application and transitional provisions relating to meetings and communications under the Corporations Amendment (Corporate Insolvency Reforms) Act 2020
1680 Definitions
1680A Application of COVID-19 instrument
1680B Validation of things done under COVID-19 instruments
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Part 10.54—Application provisions relating to simplified liquidation process under the Corporations Amendment (Corporate Insolvency Reforms) Act 2020
1681 Application of amendments relating to the simplified liquidation process
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Part 10.55—Transitional provisions relating to the Treasury Laws Amendment (Your Future, Your Super) Act 2021
1682 Application of amendment relating to portfolio holdings disclosure
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Part 10.56—Application and transitional provisions relating to the Treasury Laws Amendment (2021 Measures No. 1) Act 2021
1683 Definitions
1683A Application
1683B Review of operation of laws
1683C Amendments made by Schedule 2 to the amending Act cease to have effect if review of operation of laws is not conducted
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Part 10.57—Transitional provisions relating to the Financial Sector Reform (Hayne Royal Commission Response—Better Advice) Act 2021 and related measures
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Division 1—Definitions
1684 Definitions
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Division 2—Transitional provisions for existing providers
1684AA Experienced provider pathway
1684A Application—qualifications for existing providers
1684B Application—exam for existing providers
1684C Application—existing providers who meet certain education and training standards exempt from work and training requirement
1684D Application—limitation on authorisation of existing providers to provide personal advice
1684E Transitional—Minister may determine courses for certain purposes
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Division 3—Other transitional provisions relating to the amending Act
1684F Transitional—exams
1684G Application—continuing professional development
1684H Application—action against relevant providers
1684J Application—recommendations to ASIC in relation to restricted civil penalty provisions
1684K Application—warnings and reprimands
1684M Saving—determinations made for education and training standards
1684N Saving—word or expression to refer to a provisional relevant provider
1684P Saving—Code of Ethics
1684Q Transitional—approvals of foreign qualifications
1684R Saving—approvals of foreign qualifications that are in force
1684S Transitional—approvals of foreign qualifications that are not yet in force
1684T Transitional—orders under section 30-20 of the old Tax Agent Services Act
1684U Transitional—deemed registration of certain relevant providers
1684V Transitional—transfer of documents
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Division 3A—Transitional provisions relating to the second amending Act
1684VA Application of amendment—approval of domestic qualifications
1684VB Transitional—determination approving degrees and qualifications
1684VC Certain requirements for registered tax agents
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Part 10.58—Application and transitional provisions relating to Schedule 6 to the Treasury Laws Amendment (2022 Measures No. 4) Act 2023
1685 Financial reporting and auditing requirements for registrable superannuation entities
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Part 10.59—Application provisions relating to the Treasury Laws Amendment (2021 Measures No. 5) Act 2021
1686 Definitions
1686A Qualified privilege for restructuring practitioners
1686B Protection of persons dealing with restructuring practitioner
1686C Eligibility criteria for simplified liquidation
1686D Powers and duties of liquidator
1686E Withdrawal of market bids
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Part 10.60—Application and transitional provisions relating to the Corporations Amendment (Meetings and Documents) Act 2022
1687 Definitions
1687A Application—Signing and execution of documents
1687B Application—meetings
1687C Application—sending documents
1687D Transitional—elections to be sent documents in hard copy made under section 253RB or 253RC
1687E Transitional—elections to receive annual reports in particular form
1687F Transitional—elections not to be sent annual reports
1687G Transitional—requests for full reports
1687H Transitional—other elections to be sent documents in particular form
1687J Review of operation of laws
1687K Provisions relating to holding virtual-only meetings cease to have effect if report of review of operation of laws is not tabled within certain period
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Part 10.62—Application provisions relating to Schedule 8 to the Corporate Collective Investment Vehicle Framework and Other Measures Act 2022
1689 Definitions
1690 Application of paragraph 912D(3)(e)
1691 Application of subsection 912D(6)
1692 Saving of regulation 7.6.04A of the Corporations Regulations 2001
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Part 10.63—Application provisions relating to Part 7 of Schedule 4 to the Treasury Laws Amendment (2022 Measures No. 1) Act 2022
1693 Definitions
1693A Application provision
1693B Instruments that provide relief from requirements of this Act—Lodgement of annual reports by large proprietary companies
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Part 10.64—Application and transitional provisions relating to Schedules 1 and 4 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023
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Division 1—Modernising Business Communications
1694 Definitions
1694A Application—signing documents
1694B Application—sending documents
1694C Application—uncontactable members
1694D Application—directors’ meetings
1694E Transitional—elections by Australian members of notified foreign passport funds to receive annual reports in particular form etc.
1694F Transitional—elections by members of companies limited by guarantee to receive reports etc.
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Division 2—Miscellaneous and Technical Amendments
1694G Application of amendments made by Division 2 of Part 1 of Schedule 4 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023
1694H Application of amendments made by Division 16 of Part 1 of Schedule 4 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023
1694J Transitional—Reference Checking and Information Sharing Protocol
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Part 10.66—Transitional provisions relating to Schedule 4 of the Treasury Laws Amendment (Cost of Living Support and Other Measures) Act 2022
1696 Employee share schemes—recognised foreign markets
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Part 10.67—Application provisions relating to Schedule 4 to the Treasury Laws Amendment (2022 Measures No. 1) Act 2022
1697 Application of amendment to obligation to make product dashboard publicly available
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Part 10.68—Application and transitional provisions relating to the ALRC Financial Services Interim Reports
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Division 1—Schedule 2 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023
1698 Definitions
1698A Translation of references in instruments
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Division 2—Schedules 1 and 2 to the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023
1698B Definitions
1698C Translation of references in instruments
1698D Calculation of time
1698E Saving of Part 5D.6 authorisations
1698F Saving of existing prescribed forms
1689G Saving of existing regulations that are not to be remade
1698H Saving of declarations that a specified facility etc. is not a financial product
1698J Saving of appointments and delegations under Part 7.5
1698K Amendments of Division 5 of Part 7.8A do not affect the continuity of instruments made under section 994L
1698L Amendments of Part 9.12 do not affect the continuity of the regulations
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Part 10.69—Transitional provisions relating to Schedule 1 to the Treasury Laws Amendment (2023 Measures No. 1) Act 2023
1699 Definitions
1699A Transitional—registration of relevant providers
1699B Transitional—relevant providers who are financial services licensees applying to be registered
1699C Transitional—financial services licensees applying to register relevant providers
1699D Transitional—registration suspension orders
1699E Transitional—registration prohibition orders
1699F Transitional—action by Financial Services and Credit Panels against relevant providers
1699G Application of amendment—requirement for relevant providers to be registered
1699H Application of amendment—deemed registration of certain relevant providers
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Part 10.70—Application provisions relating to Schedule 5 to the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023
1700 Exemptions from requirement to give Financial Services Guide
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Part 10.71—Application provisions relating to the Treasury Laws Amendment (2023 Measures No. 3) Act 2023
1701 Schemes for avoiding certain product intervention orders
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Part 10.72—Application provisions relating to Schedule 1 to the Treasury Laws Amendment (Making Multinationals Pay Their Fair Share—Integrity and Transparency) Act 2024
1702 Application of amendments
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Part 10.73—Application provisions relating to Schedule 8 to the Treasury Laws Amendment (Support for Small Business and Charities and Other Measures) Act 2024
1703 Application provision
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Part 10.75—Application and transitional provisions relating to Schedule 2 to the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024
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Division 1—Definitions
1705 Definitions
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Division 2—Granting of Australian CS facility licences
1705A Application of amendments—applications for Australian CS facility licences
1705B Transitional—Australian CS facility licences in force before the commencement time
1705C Transitional—Australian CS facility licences in force before the commencement time for operating overseas clearing and settlement facilities
1705D Transitional—applications for an Australian CS facility licence undecided before the commencement time
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Division 3—Dealing with licences that are not being used etc.
1705E Application of amendments—suspension or cancellation of licences
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Division 4—Declared financial markets and widely held market bodies
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Subdivision A—Declared financial markets
1705F Transitional—prescribed financial markets to be declared financial markets
1705G Translation of references to prescribed financial markets in instruments
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Subdivision B—Widely held market bodies
1705H Transitional—widely held market bodies
1705J Application of amendments—preservation of voting power
1705K Transitional—pre-commencement approvals granted for preservation of voting power
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Division 5—Approval for control of certain Australian licensees
1705L Transitional—preservation of voting power in controlled Australian financial bodies
1705M Application of amendments—market licensees and CS facility licensees
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Division 6—Limits on certain market licences and CS facility licences
1705N Transitional—exemptions (Part 7.2)
1705P Transitional—exemptions (Part 7.3)
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Division 7—Rule-making
1705Q Application of amendments
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Division 8—Streamlining some of ASIC’s existing directions powers
1705R Application of amendments
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Division 9—Enhancing regulator powers for CS facility licensees
1705S Transitional—directions power to reduce systemic risk
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Part 10.76—Application and transitional provisions relating to Schedule 3 to the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024
1706 Definitions
1706A Transitional—Ministerial instruments
1706B Application of amendments—special reports and audit reports
1706C Transitional—reports in relation to market licensees
1706D Transitional—reports in relation to CS facility licensees
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Part 10.77—Application and transitional provisions relating to Schedule 4 to the Treasury Laws Amendment (Financial Market Infrastructure and Other Measures) Act 2024
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Division 1—Preliminary
1707 Definitions
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Division 2—Sustainability reporting
1707A Application of amendments—place where sustainability records are kept
1707B Application of amendments—sustainability reporting
1707C Application of amendments—directors’ declaration
1707D Limited immunity for statements in new sustainability reporting
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Division 3—Audit and review
1707E Accounting standards must deal with audit and review of sustainability reports before 1 July 2030
1707F Review of sustainability report before 1 July 2030
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Division 4—Review of operation of laws
1707G Review of operation of laws
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Part 10.78—Provisions relating to Schedule 1 to the Treasury Laws Amendment (Delivering Better Financial Outcomes and Other Measures) Act 2024
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Division 1—Ongoing fee arrangements
1708 Definitions
1708A Application—new ongoing fee arrangements
1708B Application—existing ongoing fee arrangements
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Division 2—Conflicted remuneration
1708C Benefits given by a retail client
1708D Benefits for employees of ADIs
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Part 10.79—Application provisions relating to the Treasury Laws Amendment (Fairer for Families and Farmers and Other Measures) Act 2024
1709 Application provision
1710 Declaration of relevant relationships
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Volume 7
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Schedule 2—Insolvency Practice Schedule (Corporations)
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Part 1—Introduction
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Division 1—Introduction
1-1 Object of this Schedule
1-5 Simplified outline of this Schedule
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Division 5—Definitions
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Subdivision A—Introduction
5-1 Simplified outline of this Division
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Subdivision B—The Dictionary
5-5 The Dictionary
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Subdivision C—Other definitions
5-10 Meaning of current conditions
5-15 Meaning of external administration of a company
5-20 Meaning of external administrator of a company
5-25 References to the external administrator of a company
5-26 Property of a company
5-27 Meaning of pooled group
5-30 Persons with a financial interest in the external administration of a company
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Part 2—Registering and disciplining practitioners
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Division 10—Introduction
10-1 Simplified outline of this Part
10-5 Working cooperatively with the Inspector-General in Bankruptcy
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Division 15—Register of liquidators
15-1 Register of Liquidators
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Division 20—Registering liquidators
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Subdivision A—Introduction
20-1 Simplified outline of this Division
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Subdivision B—Registration
20-5 Application for registration
20-10 ASIC may convene a committee to consider
20-15 ASIC must refer applications to a committee
20-20 Committee to consider applications
20-25 Committee to report
20-30 Registration
20-35 Conditions imposed on all registered liquidators or a class of registered liquidators
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Subdivision C—Varying etc. conditions of registration
20-40 Application to vary etc. conditions of registration
20-45 ASIC may convene a committee to consider applications
20-50 ASIC must refer applications to a committee
20-55 Committee to consider applications
20-60 Committee to report
20-65 Committee’s decision given effect
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Subdivision D—Renewal
20-70 Application for renewal
20-75 Renewal
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Subdivision E—Offences relating to registration
20-80 False representation that a person is a registered liquidator
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Division 25—Insurance
25-1 Registered liquidators to maintain insurance
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Division 30—Annual liquidator returns
30-1 Annual liquidator returns
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Division 35—Notice requirements
35-1 Notice of significant events
35-5 Notice of other events
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Division 40—Disciplinary and other action
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Subdivision A—Introduction
40-1 Simplified outline of this Division
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Subdivision B—Direction to comply
40-5 Registered liquidator to remedy failure to lodge documents or give information or documents
40-10 Registered liquidator to correct inaccuracies etc.
40-15 Direction not to accept further appointments
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Subdivision C—Automatic cancellation
40-20 Automatic cancellation
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Subdivision D—ASIC may suspend or cancel registration
40-25 ASIC may suspend registration
40-30 ASIC may cancel registration
40-35 Notice of suspension or cancellation
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Subdivision E—Disciplinary action by committee
40-40 ASIC may give a show-cause notice
40-45 ASIC may convene a committee
40-50 ASIC may refer matters to the committee
40-55 Decision of the committee
40-60 Committee to report
40-65 ASIC must give effect to the committee’s decision
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Subdivision F—Lifting or shortening suspension
40-70 Application to lift or shorten suspension
40-75 ASIC may convene a committee to consider applications
40-80 ASIC must refer applications to a committee
40-85 Committee to consider applications
40-90 Committee to report
40-95 Committee’s decision given effect
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Subdivision G—Action initiated by industry body
40-100 Notice by industry bodies of possible grounds for disciplinary action
40-105 No liability for notice given in good faith etc.
40-110 Meaning of industry bodies
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Subdivision H—Consequences of certain disciplinary and other action
40-111 Appointment of another liquidator if liquidator’s registration is suspended or cancelled
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Division 45—Court oversight of registered liquidators
45-1 Court may make orders in relation to registered liquidators
45-5 Court may make orders about costs
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Division 50—Committees under this Part
50-1 Simplified outline of this Division
50-5 Prescribed body appointing a person to a committee
50-10 Minister appointing a person to a committee
50-15 Single committee may consider more than one matter
50-20 Ongoing consideration of matters by committee
50-25 Procedure and other rules relating to committees
50-30 Remuneration of committee members
50-35 Committee must only use information etc. for purposes for which disclosed
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Part 3—General rules relating to external administrations
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Division 55—Introduction
55-1 Simplified outline of this Part
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Division 60—Remuneration and other benefits received by external administrators
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Subdivision A—Introduction
60-1 Simplified outline of this Division
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Subdivision B—Remuneration of external administrators—general rules
60-2 Application of this Subdivision
60-5 External administrator’s remuneration
60-10 Remuneration determinations
60-11 Review of remuneration determinations
60-12 Matters to which the Court must have regard
60-15 Maximum default amount
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Subdivision C—Remuneration of provisional liquidators
60-16 Remuneration of provisional liquidators
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Subdivision D—Remuneration of liquidators in winding up by ASIC
60-17 Remuneration of liquidators in winding up by ASIC
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Subdivision DA—Remuneration of restructuring practitioners
60-18 Insolvency Practice Rules
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Subdivision E—Duties of external administrators relating to remuneration and benefits etc.
60-20 External administrator must not derive profit or advantage from the administration of the company
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Division 65—Funds handling
65-1 Simplified outline of this Division
65-5 External administrator must pay all money into an administration account
65-10 Administration accounts
65-15 External administrator must not pay other money into the administration account
65-20 Consequences for failure to pay money into administration account
65-25 Paying money out of administration account
65-40 Handling securities
65-45 Handling of money and securities—Court directions
65-50 Rules in relation to consequences for failure to comply with this Division
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Division 70—Information
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Subdivision A—Introduction
70-1 Simplified outline of this Division
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Subdivision B—Administration returns
70-5 Annual administration return
70-6 End of administration return
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Subdivision C—Record-keeping
70-10 Administration books
70-15 Audit of administration books—ASIC
70-20 Audit of administration books—on order of the Court
70-25 External administrator to comply with auditor requirements
70-30 Transfer of books to new administrator
70-31 Transfer of books to ASIC etc.
70-35 Retention and destruction of books
70-36 Books of company in external administration—evidence
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Subdivision D—Giving information etc. to creditors and others
70-40 Right of creditors to request information etc. from external administrator
70-45 Right of individual creditor to request information etc. from external administrator
70-46 Right of members to request information etc. from external administrator in a members’ voluntary winding up
70-47 Right of individual member to request information etc. from external administrator in a members’ voluntary winding up
70-50 Reporting to creditors and members
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Subdivision E—Other requests for information etc.
70-55 Commonwealth may request information etc.
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Subdivision F—Reporting to ASIC
70-60 Insolvency Practice Rules may provide for reporting to ASIC
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Subdivision G—External administrator may be compelled to comply with requests for information etc.
70-65 Application of this Subdivision
70-70 ASIC may direct external administrator to comply with the request for relevant material
70-75 ASIC must notify external administrator before giving a direction under section 70-70
70-80 ASIC must not direct external administrator to give the relevant material if external administrator entitled not to comply with the request
70-85 ASIC may impose conditions on use of the relevant material
70-90 Court may order relevant material to be given
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Division 75—Meetings
75-1 Simplified outline of this Division
75-5 Other obligations to convene meetings not affected
75-10 External administrator may convene meetings
75-15 External administrator must convene meeting in certain circumstances
75-20 External administrator must convene meeting if required by ASIC
75-21 Restructuring and restructuring plans
75-25 External administrator’s representative at meetings
75-30 ASIC may attend meetings
75-35 Commonwealth may attend certain meetings etc.
75-40 Proposals to creditors or contributories without meeting
75-41 Outcome of voting at creditors’ meeting determined by related entity—Court powers
75-42 Creditors’ resolution passed because of casting vote—Court review
75-43 Proposed creditors’ resolution not passed because of casting vote—Court’s powers
75-44 Interim order on application under section 75-41, 75-42 or 75-43
75-45 Order under section 75-41 or 75-42 does not affect act already done pursuant to resolution
75-50 Rules relating to meetings
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Division 80—Committees of inspection
80-1 Simplified outline of this Division
80-5 Application
80-10 Committee of inspection—company not a member of a pooled group
80-15 Appointment and removal of members of committee of inspection by creditors generally
80-20 Appointment of committee member by large creditor
80-25 Appointment of committee member by employees
80-26 Committee of inspection—pooled groups
80-27 External administrator must convene meeting in certain circumstances
80-30 Committees of inspection—procedures etc.
80-35 Functions of committee of inspection
80-40 Committee of inspection may request information etc.
80-45 Reporting to committee of inspection
80-50 Committee of inspection may obtain specialist advice or assistance
80-55 Obligations of members of committee of inspection
80-60 Obligations of creditor appointing a member of committee of inspection
80-65 ASIC may attend committee meetings
80-70 The Court may inquire into conduct of the committee
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Division 85—Directions by creditors
85-1 Simplified outline of this Division
85-5 External administrator to have regard to directions given by creditors
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Division 90—Review of the external administration of a company
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Subdivision A—Introduction
90-1 Simplified outline of this Division
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Subdivision B—Court powers to inquire and make orders
90-5 Court may inquire on own initiative
90-10 Court may inquire on application of creditors etc.
90-15 Court may make orders in relation to external administration
90-20 Application for Court order
90-21 Meetings to ascertain wishes of creditors or contributories
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Subdivision C—Review by another registered liquidator
90-22 Application of this Subdivision
90-23 Appointment of reviewing liquidator by ASIC or the Court
90-24 Appointment of reviewing liquidator by creditors etc.
90-25 Reviewing liquidator must consent to appointment
90-26 Review
90-27 Who pays for a review?
90-28 Court orders in relation to review
90-29 Rules about reviews
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Subdivision D—Removal by creditors
90-30 Application of this Subdivision
90-35 Removal by creditors
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Part 4—Other matters
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Division 95—Introduction
95-1 Simplified outline of this Part
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Division 100—Other matters
100-5 External administrator may assign right to sue under this Act
100-6 Approved forms
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Division 105—The Insolvency Practice Rules
105-1 The Insolvency Practice Rules
Schedule 3—Penalties
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Schedule 4—Transfer of financial institutions and friendly societies
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Part 1—Preliminary
1 Definitions
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Part 2—Financial institutions that became companies
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Division 1—Registration and its consequences
3 Background (registration of transferring financial institution as company)
4 Rules applied to transferring institution that was registered as a company under the transfer provisions
11 Transferring financial institution under external administration
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Division 2—Membership
12 Institution that became a company limited by shares
13 Institution that became a company limited by guarantee
14 Institution becoming a company limited by shares and guarantee
15 Redeemable preference shares that were withdrawable shares
16 Liability of members on winding up
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Division 3—Share capital
17 Share capital
18 Application of no par value rule
19 Calls on partly-paid shares
20 References in contracts and other documents to par value
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Part 4—The transition period
25 ASIC may direct directors of a company to modify its constitution
27 When certain modifications of a company’s constitution under an exemption or declaration take effect
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Part 5—Disclosure of the proposed demutualisation
29 Disclosure for proposed demutualisation
30 ASIC’s exemption power
31 Coverage of disclosure statement
32 Registration of disclosure statement
33 Expert’s report
34 Unconscionable conduct in relation to demutualisations
35 Orders the Court may make
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Part 6—Continued application of fundraising provisions of the Friendly Societies Code
36 Friendly Societies Code to apply to offers of interests in benefit funds
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Part 7—Transitional provisions
37 Unclaimed money
38 Modification by regulations
39 Regulations may deal with transitional, saving or application matters
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Endnotes
Endnote 1—About the endnotes
Endnote 2—Abbreviation key
Endnote 3—Legislation history
Endnote 4—Amendment history
