Commonwealth of Australia Bills Commonwealth of Australia Bills[Index] [Search] [Download] [Related Items] [Help]
This is a Bill, not an Act. For current law, see the Acts databases.
2019-2020-2021
The Parliament of the
Commonwealth of Australia
HOUSE OF REPRESENTATIVES
Presented and read a first time
Treasury Laws Amendment (2021
Measures No. 1) Bill 2021
No. , 2021
(Treasury)
A Bill for an Act to amend the law in relation to the
financial sector, and for related purposes
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
i
Contents
1
Short title ........................................................................................... 1
2
Commencement ................................................................................. 1
3
Schedules ........................................................................................... 2
Schedule 1--Virtual meetings and electronic communication of
documents
3
Corporations Act 2001
3
Schedule 2--Continuous disclosure obligations
25
Part 1--Main amendments
25
Australian Securities and Investments Commission Act 2001
25
Corporations Act 2001
25
Part 2--Consequential amendments
33
Australian Securities and Investments Commission Act 2001
33
Corporations Act 2001
33
Part 3--Application provisions
37
Corporations Act 2001
37
Part 4--Contingent amendments
38
Corporations Act 2001
38
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
1
A Bill for an Act to amend the law in relation to the
1
financial sector, and for related purposes
2
The Parliament of Australia enacts:
3
1 Short title
4
This Act is the
Treasury Laws Amendment (2021 Measures No. 1)
5
Act 2021
.
6
2 Commencement
7
(1) Each provision of this Act specified in column 1 of the table
8
commences, or is taken to have commenced, in accordance with
9
column 2 of the table. Any other statement in column 2 has effect
10
according to its terms.
11
12
2
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
Commencement information
Column 1
Column 2
Column 3
Provisions
Commencement
Date/Details
1. Sections 1 to 3
and anything in
this Act not
elsewhere covered
by this table
The day this Act receives the Royal Assent.
2. Schedule 1
The day after this Act receives the Royal
Assent.
3. Schedule 2,
Parts 1, 2 and 3
The day after this Act receives the Royal
Assent.
4. Schedule 2,
Part 4
The later of:
(a) immediately after the commencement of
the provisions covered by table item 2;
and
(b) immediately after the commencement of
items 1061 and 1062 in Schedule 1 to the
Treasury Laws Amendment (Registries
Modernisation and Other Measures) Act
2020
.
However, the provisions do not commence
at all if the event mentioned in paragraph (b)
does not occur.
Note:
This table relates only to the provisions of this Act as originally
1
enacted. It will not be amended to deal with any later amendments of
2
this Act.
3
(2) Any information in column 3 of the table is not part of this Act.
4
Information may be inserted in this column, or information in it
5
may be edited, in any published version of this Act.
6
3 Schedules
7
Legislation that is specified in a Schedule to this Act is amended or
8
repealed as set out in the applicable items in the Schedule
9
concerned, and any other item in a Schedule to this Act has effect
10
according to its terms.
11
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
3
Schedule 1--Virtual meetings and electronic
1
communication of documents
2
3
Corporations Act 2001
4
1 Section 127 (after the heading)
5
Insert:
6
Executing a document without a common seal
7
2 Before subsection 127(2)
8
Insert:
9
Executing a document with a common seal
10
3 After subsection 127(2)
11
Insert:
12
(2A) For the purposes of subsection (2), the fixing of a common seal to a
13
document is taken to have been witnessed by a person mentioned
14
in paragraph (a), (b) or (c) of that subsection if:
15
(a) the person observes the fixing of the seal by electronic
16
means; and
17
(b) the person signs the document; and
18
(c) the document includes a statement that the person observed
19
the fixing of the seal by electronic means.
20
Note:
Subsections (3A) to (3C) set out circumstances in which a person is
21
taken to sign a document by signing a copy or counterpart of the
22
document.
23
4 Before subsection 127(3)
24
Insert:
25
Executing a document as a deed
26
5 At the end of subsection 127(3)
27
Add:
28
Schedule 1
Virtual meetings and electronic communication of documents
4
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
Note:
The circumstances in which a deed is taken to have been executed by
1
affixing the common seal of a company in accordance with
2
subsection (2) is affected by subsection (2A). Subsection (2A) allows
3
for a witness to observe the affixing of the common seal by electronic
4
means. However, the witness must sign the deed. The circumstances
5
in which a person is taken to sign a document, such as a deed, by
6
signing a copy or counterpart of the document are set out in
7
subsections (3A) to (3C).
8
6 After subsection 127(3)
9
Insert:
10
Signing a physical copy or counterpart
11
(3A) For the purposes of this section, a document is taken to have been
12
signed by a person if:
13
(a) the person signs a copy or counterpart of the document that is
14
in a physical form; and
15
(b) the copy or counterpart includes the entire contents of the
16
document.
17
Signing an electronic copy or counterpart
18
(3B) For the purposes of this section, a document is taken to have been
19
signed by a person if:
20
(a) a method is used to identify the person and to indicate the
21
person's intention to sign a copy or counterpart of the
22
document; and
23
(b) the copy or counterpart includes the entire contents of the
24
document; and
25
(c) the method used was either:
26
(i) as reliable as appropriate for the purpose for which the
27
document was generated or communicated, in light of
28
all the circumstances, including any relevant agreement;
29
or
30
(ii) proven in fact to have fulfilled the functions described
31
in paragraph (a), by itself or together with further
32
evidence.
33
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
5
Copy or counterpart need not include other signatures
1
(3C) For the purposes of paragraphs (3A)(b) and (3B)(b), a copy or
2
counterpart of a document need not include:
3
(a) the signature of another person signing the document; or
4
(b) any material included in the document to identify another
5
person signing the document or to indicate another person's
6
intention in respect of the contents of the document; or
7
(c) if a common seal is fixed to the document--the seal.
8
7 Before subsection 127(4)
9
Insert:
10
Other ways of executing documents not limited
11
8 At the end of subsection 129(5)
12
Add:
13
Note:
Subsection 127(1) refers to the document being signed by various
14
officers of the company. Subsections 127(3A) to (3C) set out the
15
circumstances in which a person is taken to sign a document by
16
signing a copy or counterpart of the document.
17
9 At the end of subsection 129(6)
18
Add:
19
Note:
The circumstances in which a document is taken to have been
20
executed by affixing the common seal of a company in accordance
21
with subsection 127(2) is affected by subsection 127(2A).
22
Subsection 127(2A) allows for a witness to observe by electronic
23
means the affixing of the common seal of a company to a document.
24
However, the witness must sign the document. The circumstances in
25
which a person is taken to sign a document by signing a copy or
26
counterpart of the document are set out in subsections 127(3A) to
27
(3C).
28
10 Section 141 (table items 22 and 22A)
29
Repeal the items, substitute:
30
22
When notice is given
249J(4)
11 Section 248D
31
Repeal the section.
32
Schedule 1
Virtual meetings and electronic communication of documents
6
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
12 Paragraphs 249J(3)(c) to (cb)
1
Repeal the paragraphs, substitute:
2
(c) by electronic means in accordance with section 253RA; or
3
13 Subsections 249J(3A) to (5)
4
Repeal the subsections, substitute:
5
When notice is given (replaceable rule--see section 135)
6
(4) A notice of meeting is taken to be given:
7
(a) if it is sent by post--3 days after it is posted; or
8
(b) if it is sent by means of an electronic communication in
9
accordance with subsection 253RA(1)--on the business day
10
after it is sent; or
11
(c) if it is sent by giving the member information in accordance
12
with subsection 253RA(2)--on the business day after the day
13
on which the information is sent to the member.
14
14 Paragraph 249L(1)(a)
15
Repeal the paragraph, substitute:
16
(a) set out:
17
(i) if there is only one location at which the members who
18
are entitled to physically attend the meeting may do
19
so--the date, time and place for the meeting; and
20
(ii) if there are 2 or more locations at which the members
21
who are entitled to physically attend the meeting may
22
do so--the date and time for the meeting at each
23
location, and the main location for the meeting; and
24
(iii) if virtual meeting technology is to be used in holding the
25
meeting--sufficient information to allow the members
26
to participate in the meeting by means of the
27
technology; and
28
15 Section 249R
29
Repeal the section, substitute:
30
249R Accessibility of meetings of members
31
(1) A meeting of a company's members must be held:
32
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
7
(a) at a reasonable time; and
1
(b) if any of the company's members is entitled to physically
2
attend the meeting--at a reasonable location or locations; and
3
(c) if virtual meeting technology is used in holding the
4
meeting--in accordance with section 253Q.
5
(2) For the purposes of paragraph (1)(a), a meeting is taken to be held
6
at a reasonable time if any of the following applies:
7
(a) if there is only one location at which the members who are
8
entitled to physically attend the meeting may do so--the
9
meeting is held at a time that is reasonable at the location;
10
(b) if there are 2 or more locations at which the members who
11
are entitled to physically attend the meeting may do so--the
12
meeting is held at a time that is reasonable at the main
13
location for the meeting as set out in the notice of the
14
meeting;
15
(c) if the meeting is held using virtual meeting technology--the
16
meeting is held at a time that is reasonable at the place where
17
the meeting is taken to be held under section 253QA.
18
16 Section 249S
19
Repeal the section.
20
17 Subsection 249T(3)
21
Repeal the subsection, substitute:
22
(3) A meeting of the company's members that does not have a quorum
23
present within 30 minutes after the time for the meeting set out in
24
the notice of meeting is adjourned to a meeting (the
resumed
25
meeting
) at a later time.
26
(3A) The directors may specify:
27
(a) the date and time of the resumed meeting; and
28
(b) if any of the company's members is entitled to physically
29
attend the resumed meeting--the location or locations at
30
which the members may do so; and
31
(c) if virtual meeting technology is to be used in holding the
32
meeting--sufficient information to allow the members to
33
participate in the resumed meeting by means of the
34
technology.
35
Schedule 1
Virtual meetings and electronic communication of documents
8
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
(3B) If the directors do not specify one or more of the things mentioned
1
in subsection (3A):
2
(a) if the date is not specified--the meeting is adjourned to the
3
same day in the next week; and
4
(b) if the time is not specified--the meeting is adjourned to the
5
same time; and
6
(c) if any of the company's members was entitled to physically
7
attend the meeting and the location is not specified--the
8
meeting is adjourned to the same location or locations as
9
were specified for the original meeting; and
10
(d) if virtual meeting technology was used in holding the
11
meeting and sufficient information to allow members to
12
participate in the resumed meeting by means of the
13
technology is not specified--participation in the resumed
14
meeting by means of the technology must be provided in the
15
same manner as set out in the notice for the original meeting.
16
18 Subsection 250B(3)
17
Repeal the subsection (not including the heading), substitute:
18
(3) A company receives a document referred to in subsection (1):
19
(a) if the document is given by means of an electronic
20
communication in accordance with section 253RA--when
21
the document is received by the company; and
22
(b) otherwise--when the document is received at:
23
(i) the company's registered office; or
24
(ii) a place specified for the purpose in the notice of
25
meeting.
26
Note:
For paragraph (a), if the document is given by means of an electronic
27
communication, it is received by the company when it becomes
28
capable of being retrieved by the company at an electronic address
29
nominated by the company (see subsection 105A(4)).
30
19 Subsection 250BA(1)
31
Repeal the subsection, substitute:
32
(1) In a notice of meeting for a meeting of the members of the
33
company, the company must specify at least one of the following:
34
(a) a place for the purposes of receipt of proxy appointments and
35
proxy appointment authorities;
36
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
9
(b) sufficient information to allow members to comply with
1
section 250B by means of an electronic communication.
2
20 Paragraph 250BB(1)(b)
3
Repeal the paragraph, substitute:
4
(b) if the proxy has 2 or more appointments that specify different
5
ways to vote on the resolution--the proxy must only vote on
6
a poll; and
7
21 Subsection 250J(1)
8
Repeal the subsection, substitute:
9
(1) A resolution put to the vote at a meeting of a company's members
10
must be decided:
11
(a) on a poll, if:
12
(i) virtual meeting technology is used in holding the
13
meeting; or
14
(ii) a poll is demanded; or
15
(b) otherwise--on a show of hands.
16
22 Paragraph 252G(3)(c)
17
Repeal the paragraph, substitute:
18
(c) by electronic means in accordance with section 253RA.
19
23 Subsection 252G(4)
20
Repeal the subsection, substitute:
21
When notice is given
22
(4) Unless the scheme's constitution provides otherwise, a notice of
23
meeting is taken to be given:
24
(a) if it is sent by post--3 days after it is posted; or
25
(b) if it is sent by means of an electronic communication in
26
accordance with subsection 253RA(1)--on the business day
27
after it is sent; or
28
(c) if it is sent by giving the member information in accordance
29
with subsection 253RA(2)--on the business day after the day
30
on which the information is sent to the member.
31
Schedule 1
Virtual meetings and electronic communication of documents
10
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
24 Paragraph 252J(a)
1
Repeal the paragraph, substitute:
2
(a) set out:
3
(i) if there is only one location at which the members who
4
are entitled to physically attend the meeting may do
5
so--the date, time and place for the meeting; and
6
(ii) if there are 2 or more locations at which the members
7
who are entitled to physically attend the meeting may
8
do so--the date and time for the meeting at each
9
location, and the main location for the meeting; and
10
(iii) if virtual meeting technology is to be used in holding the
11
meeting--sufficient information to allow the members
12
to participate in the meeting by means of the
13
technology; and
14
25 After paragraph 252J(d)
15
Insert:
16
; and (e) specify at least one of the following:
17
(i) a place for the purposes of receipt of proxy
18
appointments and proxy appointment authorities;
19
(ii) sufficient information to allow members to comply with
20
section 252Z by means of an electronic communication.
21
26 Section 252P
22
Repeal the section, substitute:
23
252P Accessibility of meetings of members
24
(1) A meeting of a registered scheme's members must be held:
25
(a) at a reasonable time; and
26
(b) if any of the registered scheme's members is entitled to
27
physically attend the meeting--at a reasonable location or
28
locations; and
29
(c) if virtual meeting technology is used in holding the
30
meeting--in accordance with section 253Q.
31
(2) For the purposes of paragraph (1)(a), a meeting is taken to be held
32
at a reasonable time if any of the following applies:
33
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
11
(a) if there is only one location at which the members who are
1
entitled to physically attend the meeting may do so--the
2
meeting is held at a time that is reasonable at the location;
3
(b) if there are 2 or more locations at which the members who
4
are entitled to physically attend the meeting may do so--the
5
meeting is held at a time that is reasonable at the main
6
location for the meeting as set out in the notice of the
7
meeting;
8
(c) if the meeting is held using virtual meeting technology--the
9
meeting is held at a time that is reasonable at the place where
10
the meeting is taken to be held under section 253QA.
11
27 Section 252Q
12
Repeal the section.
13
28 Subsection 252R(4)
14
Repeal the subsection, substitute:
15
(4) A meeting of the scheme's members that does not have a quorum
16
present within 30 minutes after the time for the meeting set out in
17
the notice of meeting is adjourned to a meeting (the
resumed
18
meeting
) at a later time.
19
(4A) The responsible entity may specify:
20
(a) the date and time of the resumed meeting; and
21
(b) if any of the scheme's members is entitled to physically
22
attend the resumed meeting--the location or locations at
23
which the members may do so; and
24
(c) if virtual meeting technology is to be used in holding the
25
meeting--sufficient information to allow members to
26
participate in the resumed meeting by means of the
27
technology.
28
(4B) If the responsible entity does not specify one or more of the things
29
mentioned in subsection (4A):
30
(a) if the date is not specified--the meeting is adjourned to the
31
same day in the next week; and
32
(b) if the time is not specified--the meeting is adjourned to the
33
same time; and
34
Schedule 1
Virtual meetings and electronic communication of documents
12
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
(c) if any of the scheme's members was entitled to physically
1
attend the meeting and the location is not specified--the
2
meeting is adjourned to the same location or locations as
3
were specified for the original meeting; and
4
(d) if virtual meeting technology was used in holding the
5
meeting and sufficient information to allow the scheme's
6
members to participate in the meeting by means of the
7
technology is not specified--participation in the resumed
8
meeting by means of the technology must be provided in the
9
same manner as set out in the notice for the original meeting.
10
29 Subsections 252Z(3A) and (4)
11
Repeal the subsections, substitute:
12
Receipt of documents
13
(4) A responsible entity receives an appointment authority:
14
(a) if the appointment authority is given by means of an
15
electronic communication in accordance with
16
section 253RA--when the appointment authority is received
17
by the responsible entity; and
18
(b) otherwise--when the appointment authority is received at:
19
(i) the responsible entity's registered office; or
20
(ii) a place specified for the purpose in the notice of
21
meeting.
22
Note:
For paragraph (a), if the document is given by means of an electronic
23
communication, it is received by the company when it becomes
24
capable of being retrieved by the company at an electronic address
25
nominated by the company (see subsection 105A(4)).
26
30 Subsection 253J(2)
27
Repeal the subsection, substitute:
28
(2) Any other resolution put to the vote at a meeting of the scheme's
29
members must be decided:
30
(a) on a poll, if:
31
(i) virtual meeting technology is used in holding the
32
meeting and the scheme's constitution does not provide
33
otherwise; or
34
(ii) a poll is demanded; or
35
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
13
(b) otherwise--on a show of hands.
1
The resolution is passed on a poll if it has been passed by at least
2
50% of the votes cast by members entitled to vote on the
3
resolution.
4
31 At the end of Chapter 2G
5
Insert:
6
Part 2G.5--Virtual meetings, electronic
7
communication of documents, and
8
recording and keeping of minute books
9
Division 1--Interpretation
10
253P References to Chapter 2G meetings
11
In this Part:
12
Chapter 2G meeting
means:
13
(a) a meeting of a company's members; or
14
(b) a meeting of the directors of a company (including meetings
15
of a committee of directors); or
16
(c) a meeting of a registered scheme's members.
17
Division 2--Virtual meetings
18
253Q Virtual meetings
19
(1) Virtual meeting technology may be used in holding a Chapter 2G
20
meeting, provided the technology gives the persons entitled to
21
attend the meeting, as a whole, a reasonable opportunity to
22
participate without being physically present in the same place.
23
(2) To avoid doubt:
24
(a) a reasonable opportunity to participate includes a reasonable
25
opportunity to exercise a right to speak; and
26
(b) a person may elect to exercise a right to speak (including a
27
right to ask questions) orally rather than in writing.
28
Schedule 1
Virtual meetings and electronic communication of documents
14
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
(3) All persons so participating in the meeting are taken for all
1
purposes to be present in person at the meeting while so
2
participating.
3
(4) All persons so participating in the meeting who are entitled to vote
4
at the meeting:
5
(a) must be given the opportunity to participate in the vote in
6
real time; and
7
(b) may be given the opportunity to record a vote in advance of
8
the meeting at the election of the voter.
9
(5) If:
10
(a) virtual meeting technology is used in holding a Chapter 2G
11
meeting; and
12
(b) a document is required or permitted to be tabled at the
13
meeting;
14
the document is taken to have been tabled at the meeting if the
15
document is:
16
(c) given to the persons entitled to attend the meeting (whether
17
physically or using virtual meeting technology) before the
18
meeting; or
19
(d) made accessible to the persons attending the meeting
20
(whether physically or using virtual meeting technology)
21
during the meeting.
22
253QA Place and time of virtual meetings
23
(1) This section applies in relation to a Chapter 2G meeting if virtual
24
meeting technology is used in holding the meeting.
25
(2) If any of the persons entitled to attend the meeting is entitled to
26
physically attend the meeting:
27
(a) the place for the meeting is taken to be:
28
(i) if there are 2 or more locations at which persons who
29
are entitled to physically attend the meeting may do
30
so--the main location for the meeting as set out in the
31
notice of the meeting; and
32
(ii) otherwise--the location where the persons may
33
physically attend the meeting; and
34
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
15
(b) the time for the meeting is taken to be the time at the place
1
for the meeting.
2
(3) If none of the persons entitled to attend the meeting is entitled to
3
physically attend the meeting:
4
(a) the place for the meeting is taken to be the address of:
5
(i) if the meeting is a meeting of a company's members or
6
of the directors of a company--the registered office of
7
the company; or
8
(ii) if the meeting is a meeting of a registered scheme's
9
members--the registered office of the responsible entity
10
for the registered scheme; and
11
(b) the time for the meeting is taken to be the time at the place
12
for the meeting.
13
Division 3--Electronic communication and signatures
14
253R Documents to which this Division applies
15
This Division applies to:
16
(a) any document that is required or permitted to be given to a
17
person (the
recipient
) under this Act that relates to a
18
Chapter 2G meeting, including but not limited to the
19
following:
20
(i) a request in relation to such a meeting;
21
(ii) a notice of such a meeting;
22
(iii) a notice of a resolution or record of a resolution;
23
(iv) a statement in relation to such a meeting, or in relation
24
to a matter to be considered at such a meeting;
25
(v) the appointment of a proxy in relation to such a
26
meeting, or any other document in relation to a proxy;
27
(vi) a question for, or response to a question by, an auditor
28
of the company;
29
(vii) minute books; and
30
(b) any document that is required or permitted to be given to a
31
person (the
recipient
) under this Act that relates to a
32
resolution to be considered without a meeting; and
33
(c) any document:
34
Schedule 1
Virtual meetings and electronic communication of documents
16
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
(i) that relates to a Chapter 2G meeting, or to a resolution
1
to be considered without a meeting; and
2
(ii) that is required to be signed by a person under this Act.
3
253RA Giving the document
4
(1) The document may be given to the recipient by means of an
5
electronic communication.
6
(2) The document may be given by giving the recipient (by means of
7
an electronic communication or otherwise) sufficient information
8
to allow the recipient to access the document electronically.
9
(3) However, an electronic communication or electronic access may
10
only be used if, at the time the electronic communication is used or
11
information about the electronic access is given:
12
(a) it is reasonable to expect that the document would be readily
13
accessible so as to be useable for subsequent reference; and
14
(b) an election by the recipient to receive documents in hard
15
copy only is not in force in relation to the document under
16
section 253RB (for a document relating to a company) or
17
section 253RC (for a document relating to a registered
18
scheme).
19
Note:
An election under section 253RB or 253RC can only be made if the
20
recipient is a member of the company or registered scheme.
21
(4) This section does not apply to a document that is required or
22
permitted to be given to ASIC.
23
253RB Elections to receive documents in hard copy only--
24
companies
25
(1) A member of a company may elect to receive documents to which
26
this Division applies in hard copy only.
27
(2) The election is in force in relation to those documents during the
28
period:
29
(a) beginning on the day on which the member gives the
30
company notice in writing of the election; and
31
(b) ending on the day on which the member gives the company
32
notice in writing withdrawing the election.
33
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
17
(3) However, the election is not in force in relation to a document if:
1
(a) both of the following are satisfied:
2
(i) the document relates to a Chapter 2G meeting;
3
(ii) notice in writing of the election is given to the company
4
on or after the day that is 10 business days immediately
5
before the day on which the minimum notice period for
6
the meeting under section 249H or 249HA begins; or
7
(b) both of the following are satisfied:
8
(i) the document relates to a resolution to be considered
9
without a meeting;
10
(ii) notice in writing of the election is given to the company
11
on or after the day the document is given to the member.
12
(4) A company must give a person notice in writing setting out the
13
person's rights under this section within 2 months after the day on
14
which the person becomes a member of the company.
15
Note:
Failure to comply with this subsection is an offence (see
16
subsection 1311(1)).
17
(5) A notice under subsection (4) may be given to a member:
18
(a) by electronic communication to the nominated electronic
19
address of the member; or
20
(b) in hard copy.
21
(6) A written notice under this section is taken to be given:
22
(a) if it is sent by post--3 days after it is posted; or
23
(b) if it is sent by means of an electronic communication--on the
24
business day after it is sent.
25
(7) An offence based on subsection (4) is an offence of strict liability.
26
253RC Elections to receive documents in hard copy only--registered
27
schemes
28
(1) A member of a registered scheme may elect to receive documents
29
to which this Division applies in hard copy only.
30
(2) The election is in force in relation to those documents during the
31
period:
32
Schedule 1
Virtual meetings and electronic communication of documents
18
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
(a) beginning on the day on which the member gives the
1
responsible entity for the registered scheme notice in writing
2
of the election; and
3
(b) ending on the day on which the member gives the responsible
4
entity for the registered scheme notice in writing
5
withdrawing the election.
6
(3) However, the election is not in force in relation to a document if:
7
(a) both of the following are satisfied:
8
(i) the document relates to a Chapter 2G meeting;
9
(ii) notice in writing of the election is given to the
10
responsible entity for the registered scheme on or after
11
the day that is 10 business days immediately before the
12
day on which the minimum notice period for the
13
meeting under section 252F begins; or
14
(b) both of the following are satisfied:
15
(i) the document relates to a resolution to be considered
16
without a meeting;
17
(ii) notice in writing of the election is given to the
18
responsible entity for the registered scheme on or after
19
the day the document is given to the member.
20
(4) A responsible entity for a registered scheme must give a person
21
notice in writing setting out the person's rights under this section
22
within 2 months after the day on which the person becomes a
23
member of the registered scheme.
24
Note:
Failure to comply with this subsection is an offence (see
25
subsection 1311(1)).
26
(5) A notice under subsection (4) may be given to a member:
27
(a) by electronic communication to the nominated electronic
28
address of the member; or
29
(b) in hard copy.
30
(6) A written notice under this section is taken to be given:
31
(a) if it is sent by post--3 days after it is posted; or
32
(b) if it is sent by means of an electronic communication--on the
33
business day after it is sent.
34
(7) An offence based on subsection (4) is an offence of strict liability.
35
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
19
253RD Signing the document
1
(1) If the document is required to be signed by a person, that
2
requirement is taken to have been met in relation to the electronic
3
communication of the document, or access to the document
4
electronically, if:
5
(a) a method is used to identify the person and to indicate the
6
person's intention to sign a copy or counterpart of the
7
document; and
8
(b) the copy or counterpart includes the entire contents of the
9
document; and
10
(c) the method used was either:
11
(i) as reliable as appropriate for the purpose for which the
12
document was generated or communicated, in light of
13
all the circumstances, including any relevant agreement;
14
or
15
(ii) proven in fact to have fulfilled the functions described
16
in paragraph (a), by itself or together with further
17
evidence.
18
(2) For the purposes of paragraph (1)(b), a copy or counterpart of a
19
document need not include:
20
(a) the signature of another person signing the document; or
21
(b) any material included in the document to identify another
22
person signing the document or to indicate another person's
23
intention in respect of the contents of the document.
24
(3) If:
25
(a) under this Act, the signature of a person is required on a
26
document; and
27
(b) the person signs the document in accordance with
28
subsection (1); and
29
(c) the person submits the document for lodgement;
30
ASIC must not refuse to receive or register the document on the
31
basis that the document has not been signed.
32
Schedule 1
Virtual meetings and electronic communication of documents
20
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
Division 4--Recording and keeping of minute books
1
253S Electronic recording and keeping of minute books
2
(1) If information is required to be recorded in a minute book, the
3
information may be recorded in electronic form if, at the time of
4
the recording of the information, it was reasonable to expect that
5
the information would be readily accessible so as to be useable for
6
subsequent reference.
7
(2) If a minute book is required to be kept at a place, the requirement
8
is taken to be satisfied if:
9
(a) an electronic form of the minute book is open for inspection
10
at the place in accordance with this Act; and
11
(b) having regard to all the relevant circumstances at the time of
12
the generation of the electronic form of the minute book, the
13
method of generating the electronic form of the minute book
14
provided a reliable means of assuring the maintenance of the
15
integrity of the information contained in the minute book;
16
and
17
(c) at the time of the generation of the electronic form of the
18
minute book, it was reasonable to expect that the information
19
contained in the electronic form of the minute book would be
20
readily accessible so as to be useable for subsequent
21
reference.
22
(3) For the purposes of subsection (2), the integrity of information
23
contained in a minute book is maintained if, and only if, the
24
information has remained complete and unaltered, apart from:
25
(a) the addition of any endorsement; or
26
(b) any immaterial change;
27
which arises in the normal course of communication, storage or
28
display.
29
32 Subsection 1322(3AA) (note)
30
Repeal the note, substitute:
31
Note:
Under paragraph 249J(3)(c), a company may, in certain
32
circumstances, give a member notice of a meeting by means of an
33
electronic communication, or by giving the member sufficient
34
information to allow the member to access the notice electronically.
35
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
21
33 Subsection 1322(3A)
1
Repeal the subsection, substitute:
2
(3A) If:
3
(a) a meeting of members is held at 2 or more locations, or
4
virtual meeting technology is used in holding the meeting;
5
and
6
(b) a member does not have a reasonable opportunity to
7
participate in the meeting or a proceeding at the meeting;
8
the meeting or proceeding will only be invalid on that ground if:
9
(c) the Court is of the opinion that:
10
(i) a substantial injustice has been caused or may be
11
caused; and
12
(ii) the injustice cannot be remedied by any order of the
13
Court; and
14
(d) the Court declares the meeting or proceeding invalid.
15
34 In the appropriate position in Chapter 10
16
Insert:
17
Part 10.52--Application and transitional provisions
18
relating to Schedule 1 to the Treasury Laws
19
Amendment (2021 Measures No. 1) Act
20
2021
21
22
1679 Definitions
23
In this Part:
24
Chapter 2G meeting
has the meaning given by section 253P.
25
commencement day
means the day on which Schedule 1 to the
26
Treasury Laws Amendment (2021 Measures No. 1) Act 2021
27
commences.
28
Schedule 1
Virtual meetings and electronic communication of documents
22
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
1679A Application--virtual meetings and electronic
1
communications
2
(1) The amendments made by Schedule 1 to the
Treasury Laws
3
Amendment (2021 Measures No. 1) Act 2021
apply in relation to:
4
(a) a Chapter 2G meeting; and
5
(b) a document that relates to a Chapter 2G meeting that is
6
required or permitted to be given to a person under this Act;
7
if:
8
(c) the meeting is held on or after the commencement day; and
9
(d) the document is given on or after the commencement day.
10
(2) The amendments made by Schedule 1 to the
Treasury Laws
11
Amendment (2021 Measures No. 1) Act 2021
apply in relation to
12
any document that is required or permitted to be given to a person
13
under this Act that relates to a resolution to be considered without a
14
Chapter 2G meeting if the document is given on or after the
15
commencement day.
16
1679B Application--notifying members of rights in relation to hard
17
copy documents
18
(1) A company must, within 2 months after the commencement day,
19
give each person who is a member of the company on the
20
commencement day notice in writing setting out the person's rights
21
under section 253RB.
22
Note:
Failure to comply with this subsection is an offence (see
23
subsection 1311(1)).
24
(2) The responsible entity for a registered scheme must, within 2
25
months after the commencement day, give each person who is a
26
member of the registered scheme on the commencement day notice
27
in writing setting out the person's rights under section 253RC.
28
Note:
Failure to comply with this subsection is an offence (see
29
subsection 1311(1)).
30
(3) A notice under subsection (1) or (2) of this section may be given to
31
the member:
32
(a) by electronic communication to the nominated electronic
33
address of the member; or
34
Virtual meetings and electronic communication of documents
Schedule 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
23
(b) in hard copy.
1
(4) An offence based on subsection (1) or (2) is an offence of strict
2
liability.
3
1679C Application--recording and keeping of minute books
4
The amendments made by Schedule 1 to the
Treasury Laws
5
Amendment (2021 Measures No. 1) Act 2021
apply in relation to
6
minute books kept before, on or after the commencement day.
7
1679D Application--execution of documents
8
Sections 127 and 129, as amended by Schedule 1 to the
Treasury
9
Laws Amendment (2021 Measures No. 1) Act 2021
, apply in
10
relation to a document that is executed on or after the
11
commencement day.
12
1679E Application of COVID-19 instrument
13
The modifications of this Act made by the
Corporations
14
(Coronavirus Economic Response) Determination (No. 3) 2020
do
15
not apply in relation to:
16
(a) any of the following meetings that is held on or after the
17
commencement day:
18
(i) a meeting of a company's members;
19
(ii) a meeting of the directors of a company (including
20
meetings of a committee of directors);
21
(iii) a meeting of a registered scheme's members; or
22
(b) a document that is executed by a company on or after the
23
commencement day.
24
1679F Amendments do not apply on and after 16 September 2021
25
(1) This Act has effect on and after 16 September 2021 as if the
26
amendments made by Schedule 1 to the
Treasury Laws
27
Amendment (2021 Measures No. 1) Act 2021
had not been made.
28
(2) To avoid doubt, nothing in this section affects the validity of
29
anything that is done, or not done, in reliance on the Act as in force
30
before 16 September 2021.
31
Schedule 1
Virtual meetings and electronic communication of documents
24
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
35 In the appropriate position in Schedule 3
1
Insert:
2
Subsection 253RB(4)
30 penalty units
Subsection 253RC(4)
30 penalty units
36 In the appropriate position in Schedule 3
3
Insert:
4
Subsections 1679B(1) and (2)
30 penalty units
Continuous disclosure obligations
Schedule 2
Main amendments
Part 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
25
Schedule 2--Continuous disclosure
1
obligations
2
Part 1--Main amendments
3
Australian Securities and Investments Commission Act 2001
4
1 At the end of section 12DA
5
Add:
6
(3) If a person engages in conduct that:
7
(a) does not contravene subsection 674A(2) of the Corporations
8
Act, but would contravene that subsection if
9
paragraph 674A(2)(d) of the Corporations Act contained the
10
same text as paragraph 674(2)(d) of the Corporations Act; or
11
(b) does not contravene subsection 675A(2) of the Corporations
12
Act, but would contravene that subsection if
13
paragraph 675A(2)(b) of the Corporations Act contained the
14
same text as paragraph 675(2)(b) of the Corporations Act;
15
the person's engaging in that conduct does not contravene
16
subsection (1) of this section.
17
Note:
The subsections mentioned in paragraphs (a) and (b) deal with
18
continuous disclosure of information by disclosing entities.
19
(4) For the purposes of subsection (3), a person engages in conduct
20
that contravenes a provision even if engaging in the conduct does
21
not constitute an offence, or lead to a liability, because of the
22
availability of a defence.
23
Corporations Act 2001
24
2 Section 674 (heading)
25
Repeal the heading, substitute:
26
Schedule 2
Continuous disclosure obligations
Part 1
Main amendments
26
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
674 Continuous disclosure--listed disclosing entity bound by a
1
disclosure requirement in market listing rules--
2
reasonable person's expectations
3
3 Paragraph 674(2)(c)
4
Repeal the paragraph, substitute:
5
(c) the information is not generally available; and
6
(d) a reasonable person would expect the information, if it were
7
generally available, to have a material effect on the price or
8
value of ED securities of the entity;
9
4 Subsection 674(2) (note 2)
10
Repeal the note.
11
5 Subsections 674(2A) and (2B)
12
Repeal the subsections.
13
6 Subsection 674(5) (note)
14
Repeal the note, substitute:
15
Note 1:
Failure to comply with this subsection is an offence (see
16
subsection 1311(1)).
17
Note 2:
This subsection is not a civil penalty provision, as it is not listed in the
18
table in subsection 1317E(3).
19
7 After section 674
20
Insert:
21
674A Continuous disclosure--listed disclosing entity bound by a
22
disclosure requirement in market listing rules--
23
knowledge, recklessness or negligence
24
(1) Subsection (2) applies to a listed disclosing entity if provisions of
25
the listing rules of a listing market in relation to that entity require
26
the entity to notify the market operator of information about
27
specified events or matters as they arise for the purpose of the
28
operator making that information available to participants in the
29
market.
30
(2) If:
31
Continuous disclosure obligations
Schedule 2
Main amendments
Part 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
27
(a) this subsection applies to a listed disclosing entity; and
1
(b) the entity has information that those provisions require the
2
entity to notify to the market operator; and
3
(c) the information is not generally available; and
4
(d) the entity knows, or is reckless or negligent with respect to
5
whether, the information would, if it were generally
6
available, have a material effect on the price or value of ED
7
securities of the entity;
8
the entity must notify the market operator of that information in
9
accordance with those provisions.
10
Note 1:
Except for paragraph (d), this subsection is identical to
11
subsection 674(2).
12
Note 2:
This subsection is a financial services civil penalty provision (see
13
section 1317E). As a result, compensation orders are available for
14
contraventions of this subsection (see section 1317HA). For relief
15
from liability relating to this subsection, see section 1317S.
16
Note 3:
This subsection does not create an offence (see subsection 1311(1A)).
17
(3) A person who is involved in a listed disclosing entity's
18
contravention of subsection (2) contravenes this subsection.
19
Note 1:
This subsection is a financial services civil penalty provision (see
20
section 1317E). As a result, compensation orders are available for
21
contraventions of this subsection (see section 1317HA). For relief
22
from liability relating to this subsection, see section 1317S.
23
Note 2:
Section 79 defines
involved
.
24
(4) A person does not contravene subsection (3) if the person proves
25
that the person:
26
(a) took all steps (if any) that were reasonable in the
27
circumstances to ensure that the listed disclosing entity
28
complied with its obligations under subsection (2); and
29
(b) after doing so, believed on reasonable grounds that the listed
30
disclosing entity was complying with its obligations under
31
that subsection.
32
(5) For the purposes of this section, subsections 674(3) and (3A) apply
33
as if each reference in those subsections to subsection 674(2) were
34
replaced by a reference to subsection (2) of this section.
35
Schedule 2
Continuous disclosure obligations
Part 1
Main amendments
28
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
(6) Nothing in subsection (2) is intended to affect or limit the
1
situations in which action can be taken in respect of a failure to
2
comply with provisions referred to in subsection (1).
3
(7) Subsection 1317QB(1) (state of mind) does not apply in relation to
4
subsections (2) and (3) of this section.
5
Note:
In relation to subsection (3) of this section, see also
6
subsection 1317QB(2).
7
8 Section 675 (heading)
8
Repeal the heading, substitute:
9
675 Continuous disclosure--other disclosing entities--reasonable
10
person's expectations
11
9 Subsection 675(2)
12
Omit "the disclosing entity becomes aware of information".
13
10 Paragraphs 675(2)(a) and (b)
14
Repeal the paragraphs, substitute:
15
(a) the disclosing entity becomes aware of information that is not
16
generally available; and
17
(b) a reasonable person would expect the information, if it were
18
generally available, to have a material effect on the price or
19
value of ED securities of the entity; and
20
11 Subsection 675(2) (note 2)
21
Repeal the note.
22
12 Subsections 675(2A) and (2B)
23
Repeal the subsections.
24
13 After section 675
25
Insert:
26
675A Continuous disclosure--other disclosing entities--knowledge,
27
recklessness or negligence
28
(1) This section applies to:
29
Continuous disclosure obligations
Schedule 2
Main amendments
Part 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
29
(a) a listed disclosing entity if:
1
(i) there is only one listing market in relation to the entity
2
and the listing rules of that market do not contain
3
provisions of a kind referred to in subsection 674A(1);
4
or
5
(ii) there is more than one listing market in relation to the
6
entity and none of those markets have listing rules that
7
contain provisions of a kind referred to in
8
subsection 674A(1); or
9
(b) an unlisted disclosing entity.
10
(2) If:
11
(a) the disclosing entity becomes aware of information that is not
12
generally available; and
13
(b) the entity knows, or is reckless or negligent with respect to
14
whether, the information would, if it were generally
15
available, have a material effect on the price or value of ED
16
securities of the entity; and
17
(c) either:
18
(i) if those securities are not managed investment products
19
or foreign passport fund products--the information is
20
not required to be included in a supplementary
21
disclosure document or a replacement disclosure
22
document in relation to the entity; or
23
(ii) if those securities are managed investment products or
24
foreign passport fund products--the information has not
25
been included in a Product Disclosure Statement, a
26
Supplementary Product Disclosure Statement, or a
27
Replacement Product Disclosure Statement, a copy of
28
which has been lodged with ASIC; and
29
(d) regulations made for the purposes of this paragraph do not
30
provide that disclosure under this section is not required in
31
the circumstances;
32
the disclosing entity must, as soon as practicable, lodge a document
33
with ASIC containing the information.
34
Note 1:
Except for paragraph (b), this subsection is identical to
35
subsection 675(2).
36
Note 2:
This subsection is a financial services civil penalty provision (see
37
section 1317E). As a result, compensation orders are available for
38
Schedule 2
Continuous disclosure obligations
Part 1
Main amendments
30
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
contraventions of this subsection (see section 1317HA). For relief
1
from liability relating to this subsection, see section 1317S.
2
Note 3:
This subsection does not create an offence (see subsection 1311(1A)).
3
Note 4:
This subsection has an extended operation in relation to disclosing
4
entities that have made recognised offers of securities under Chapter 8
5
(see section 1200K).
6
(3) A person who is involved in a disclosing entity's contravention of
7
subsection (2) contravenes this subsection.
8
Note 1:
This subsection is a financial services civil penalty provision (see
9
section 1317E). As a result, compensation orders are available for
10
contraventions of this subsection (see section 1317HA). For relief
11
from liability relating to this subsection, see section 1317S.
12
Note 2:
Section 79 defines
involved
.
13
(4) A person does not contravene subsection (3) if the person proves
14
that the person:
15
(a) took all steps (if any) that were reasonable in the
16
circumstances to ensure that the disclosing entity complied
17
with its obligations under subsection (2); and
18
(b) after doing so, believed on reasonable grounds that the
19
disclosing entity was complying with its obligations under
20
that subsection.
21
(5) For the purposes of this section, subsections 675(3) and (4) apply
22
as if each reference in those subsections to subsection 675(2) were
23
replaced by a reference to subsection (2) of this section.
24
(6) Subsection 1317QB(1) (state of mind) does not apply in relation to
25
subsections (2) and (3) of this section.
26
Note:
In relation to subsection (3) of this section, see also
27
subsection 1317QB(2).
28
14 Section 676 (heading)
29
Repeal the heading, substitute:
30
676 When information is generally available
31
15 Subsection 676(1)
32
Omit "674 and 675", substitute "674, 674A, 675 and 675A".
33
Continuous disclosure obligations
Schedule 2
Main amendments
Part 1
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
31
16 Section 677 (heading)
1
Repeal the heading, substitute:
2
677 Material effect on price or value
3
17 Section 677
4
Before "For the purposes of sections 674 and 675", insert "(1)".
5
18 At the end of section 677
6
Add:
7
(2) For the purposes of sections 674A and 675A:
8
(a) an entity knows information would have a material effect on
9
the price or value of ED securities of the entity if the entity
10
knows the information would, or would be likely to,
11
influence persons who commonly invest in securities in
12
deciding whether to acquire or dispose of the ED securities;
13
and
14
(b) an entity is reckless or negligent with respect to whether
15
information would have a material effect on the price or
16
value of ED securities of the entity if the entity is reckless or
17
negligent with respect to whether the information would, or
18
would be likely to, influence persons who commonly invest
19
in securities in deciding whether to acquire or dispose of the
20
ED securities.
21
19 Subsection 1041H(3)
22
Omit "Conduct", substitute "If a person engages in conduct".
23
20 Subsection 1041H(3)
24
Omit all the words from and including "does not contravene" to and
25
including "availability of a defence", substitute "the person's engaging
26
in that conduct does not contravene subsection (1) of this section".
27
21 At the end of section 1041H
28
Add:
29
(4) If a disclosing entity engages in conduct that:
30
Schedule 2
Continuous disclosure obligations
Part 1
Main amendments
32
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
(a) does not contravene subsection 674A(2), but would
1
contravene that subsection if paragraph 674A(2)(d) contained
2
the same text as paragraph 674(2)(d); or
3
(b) does not contravene subsection 675A(2), but would
4
contravene that subsection if paragraph 675A(2)(b) contained
5
the same text as paragraph 675(2)(b); or
6
the disclosing entity's engaging in that conduct does not
7
contravene subsection (1) of this section.
8
Note:
The subsections mentioned in paragraphs (a) and (b) deal with
9
continuous disclosure of information by disclosing entities.
10
(5) For the purposes of subsections (3) and (4), a person or disclosing
11
entity engages in conduct that contravenes a provision even if
12
engaging in the conduct does not constitute an offence, or lead to a
13
liability, because of the availability of a defence.
14
22 Subsection 1317E(3) (table item dealing with
15
subsections 674(2), 674(2A), 675(2) and 675(2A))
16
Repeal the item, substitute:
17
18
subsections 674A(2),
674A(3), 675A(2) and
675A(3)
continuous disclosure--knowledge,
recklessness or negligence
financial services
23 Subsection 1325(7) (paragraph (c) of the definition of
19
section 1325 order provision
)
20
After "a provision of Chapter 6CA", insert "(other than sections 674
21
and 675)".
22
Continuous disclosure obligations
Schedule 2
Consequential amendments
Part 2
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
33
Part 2--Consequential amendments
1
Australian Securities and Investments Commission Act 2001
2
24 Subparagraph 127(2D)(b)(ii)
3
Omit "674 and 675", substitute "674, 674A, 675 and 675A".
4
Corporations Act 2001
5
25 Section 9 (paragraph (a) of the definition of
continuous
6
disclosure notice
)
7
Omit "subsection 674(1)", substitute "subsections 674(1) and 674A(1)".
8
26 Section 9 (paragraph (b) of the definition of
continuous
9
disclosure notice
)
10
Omit "section 675", substitute "section 675 or 675A".
11
27 Subsection 111AP(1)
12
Omit "674 and 675", substitute "674, 674A, 675 and 675A".
13
28 Paragraph 111AR(1)(d)
14
Omit "674 and 675", substitute "674, 674A, 675 and 675A".
15
29 Paragraph 708AA(3)(c)
16
Omit "674 or 675", substitute "674, 674A, 675 or 675A".
17
30 Subparagraph 708AA(7)(c)(ii)
18
Omit "section 674", substitute "sections 674 and 674A".
19
31 Paragraph 708A(2)(c)
20
Omit "674 or 675", substitute "674, 674A, 675 or 675A".
21
32 Subparagraph 708A(6)(d)(ii)
22
Omit "section 674", substitute "sections 674 and 674A".
23
Schedule 2
Continuous disclosure obligations
Part 2
Consequential amendments
34
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
33 Paragraph 713(6)(aa)
1
Omit "subsection 674(2) or 675(2)", substitute "subsection 674(2),
2
674A(2), 675(2) or 675A(2)".
3
34 Paragraph 713A(23)(c)
4
Omit "674 or 675", substitute "674, 674A, 675 or 675A".
5
35 Paragraph 1012DAA(3)(b)
6
Omit "674 or 675", substitute "674, 674A, 675 or 675A".
7
36 Paragraph 1012DAA(3)(ba)
8
Omit "674 or 675", substitute "674, 674A, 675 or 675A".
9
37 Subparagraph 1012DAA(7)(d)(ii)
10
Omit "section 674 as it", substitute "sections 674 and 674A as they".
11
38 Subparagraph 1012DAA(7)(da)(ii)
12
Omit "section 674 as it applies", substitute "sections 674 and 674A as
13
they apply".
14
39 Paragraph 1012DA(2)(b)
15
Omit "674 or 675", substitute "674, 674A, 675 or 675A".
16
40 Paragraph 1012DA(6)(e)
17
Omit "section 674", substitute "sections 674 and 674A".
18
41 Subparagraph 1013F(2)(d)(ii)
19
Omit "674 and 675", substitute "674, 674A, 675 and 675A".
20
42 Subparagraph 1013FA(3)(a)(ii)
21
Omit "subsection 674(2) or 675(2)", substitute "subsection 674(2),
22
674A(2), 675(2) or 675A(2)".
23
43 Subsection 1017B(2) (note 1)
24
Omit "(sections 674-677)".
25
Continuous disclosure obligations
Schedule 2
Consequential amendments
Part 2
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
35
44 Section 1200K
1
Omit "section 675 also has the operation it would have if
2
paragraph 675(2)(c)", substitute "sections 675 and 675A also have the
3
operation they would have if paragraphs 675(2)(c) and 675A(2)(c)".
4
45 Paragraph 1317DAA(2)(e)
5
Repeal the paragraph.
6
46 Paragraph 1317DAA(3)(e)
7
Repeal the paragraph.
8
47 At the end of section 1317DAA
9
Add:
10
(4) For the purposes of this Part, in determining whether a disclosing
11
entity has contravened subsection 674(2) or 675(2), treat the
12
offences created by those subsections as being offences of strict
13
liability.
14
48 Subsection 1317DAB(1)
15
Omit "as an alternative to proceedings for civil penalties under
16
Part 9.4B".
17
49 Paragraph 1317DAE(1)(f)
18
Repeal the paragraph.
19
50 Paragraph 1317DAE(3)(d)
20
Repeal the paragraph, substitute:
21
(d) a civil penalty order under Part 9.4B has at any time been
22
made against the disclosing entity in relation to a
23
contravention of subsection 674(2) or 675(2) (as those
24
subsections applied before the commencement of Part 1 of
25
Schedule 2 to the
Treasury Laws Amendment (2021
26
Measures No. 1) Act 2021
); or
27
51 Paragraph 1317DAE(5)(b)
28
Repeal the paragraph, substitute:
29
Schedule 2
Continuous disclosure obligations
Part 2
Consequential amendments
36
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
(b) a civil penalty order under Part 9.4B has at any time been
1
made against the disclosing entity in relation to a
2
contravention of subsection 674(2) or 675(2) (as those
3
subsections applied before the commencement of Part 1 of
4
Schedule 2 to the
Treasury Laws Amendment (2021
5
Measures No. 1) Act 2021
); or
6
52 Subsection 1317DAG(2)
7
Repeal the subsection.
8
53 Subsection 1317DAG(3)
9
Omit "no other proceedings (whether criminal or civil)", substitute "no
10
proceedings".
11
54 Paragraph 1317DAI(6)(d)
12
Repeal the paragraph.
13
Continuous disclosure obligations
Schedule 2
Application provisions
Part 3
No. , 2021
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
37
Part 3--Application provisions
1
Corporations Act 2001
2
55 In the appropriate position in Chapter 10
3
Insert:
4
Part 10.56--Application and transitional provisions
5
relating to the Treasury Laws Amendment
6
(2021 Measures No. 1) Act 2021
7
8
1683 Definitions
9
In this Part:
10
amending Act
means the
Treasury Laws Amendment (2021
11
Measures No. 1) Act 2021
.
12
1683A Application
13
The amendments made by Parts 1 and 2 of Schedule 2 to the
14
amending Act to apply in relation to conduct that is engaged in on
15
or after the commencement of those Parts.
16
Schedule 2
Continuous disclosure obligations
Part 4
Contingent amendments
38
Treasury Laws Amendment (2021 Measures No. 1) Bill 2021
No. , 2021
Part 4--Contingent amendments
1
Corporations Act 2001
2
56 Subparagraph 675A(2)(c)(ii)
3
Omit "ASIC", substitute "the Registrar".
4
57 Subsection 675A(2)
5
Omit "ASIC containing the information.", substitute "the Registrar
6
containing the information. The notice must meet any requirements of
7
the data standards.".
8