Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 1021

1021. (1) This section applies in relation to any prospectus in relation to
securities of a corporation.

(2) The prospectus shall be printed in type of a size not less than the type
known as eight point Times unless the Commission, before the issuing or
advertising of the prospectus, certifies in writing that the type and size of
letter are legible and satisfactory.

(3) The prospectus shall be dated.

(4) The date inserted in the prospectus under subsection (3) shall, unless the
contrary is proved, be taken to be the date of issue of the prospectus.

(5) The prospectus shall contain a statement that no securities will be
allotted or issued on the basis of the prospectus later than 6 months after
the date of the issue of the prospectus.

(6) The prospectus shall set out full particulars of:

   (a)  the nature and extent of the interest (if any) of every director or
        proposed director, and of every expert, in the promotion of, or in the
        property proposed to be acquired by, the corporation; or

   (b)  where the interest of such a director or proposed director or such an
        expert consists of being a partner in a firm, the nature and extent of
        the interest of the firm; with a statement of all amounts paid or
        agreed to be paid to him or her or to the firm in cash or shares or
        otherwise by any persons:

   (c)  in the case of a director or proposed director, either to induce him
        or her to become, or to qualify him or her as, a director, or
        otherwise for services rendered by him or her or by the firm in
        connection with the promotion or formation of the corporation; or

   (d)  in the case of an expert, for services rendered by him or her or the
        firm in connection with the promotion or formation of the corporation.

(7) The regulations may require prospectuses included in a specified class of
prospectuses to set out such matters, or contain such reports, or both, as are
specified in the regulations.

(8) Without limiting the generality of subsection (7), a class of prospectuses
may comprise any one or more of the following:

   (a)  prospectuses in relation to a specified class of securities;

   (b)  prospectuses in relation to a specified class of corporations;

   (c)  prospectuses issued to a specified class of persons.

(9) A condition requiring or binding an applicant for securities of a
corporation to waive compliance with any requirement of this section, or
purporting to affect such an applicant with notice of any contract, document
or matter not specifically referred to in the prospectus, is void.

(10) If any requirement set out in this section is contravened, a director or
other person responsible for, or involved in the preparation of, the
prospectus does not incur any liability by reason of the contravention if it
is proved that:

   (a)  as regards any matter omitted, the person had no knowledge of that
        matter;

   (b)  the contravention arose from an honest mistake on the part of the
        person concerning the facts; or

   (c)  the contravention was:

        (i)    in respect of matter that, in the opinion of the court dealing
               with the case, was immaterial; or

        (ii)   otherwise such as, in the opinion of that court, having regard
               to all the circumstances of the case, ought reasonably to be
               excused.

(11) In the event of failure to include in a prospectus a statement with
respect to the matters specified in subsection (6), a director or other person
does not have any liability in respect of the failure unless it is proved that
the director or other person had knowledge of the matters not included.

(12) Nothing in this section limits or diminishes any liability that a person
may incur under any rule of law or any enactment or under this Act apart from
this section.

(13) The prospectus shall be signed by every director, and by every person who
is named in the prospectus as a proposed director, of the corporation or by a
person authorised in writing by the director or proposed director to sign the
prospectus on his or her behalf.

(14) Each copy of the prospectus shall:

   (a)  state that the prospectus has been lodged;

   (b)  specify the date of lodgment; and

   (c)  state that the Commission takes no responsibility as to the contents
        of the prospectus.