Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 1308

1308. (1) A corporation that advertises, issues or publishes any statement of
the amount of its capital that is misleading or in which the amount of
nominal or authorised capital is stated without the words "nominal" or

"authorised", or in which the amount of capital or authorised or subscribed
capital is stated but the amount of paid up capital or the amount of any
charge on uncalled capital is not stated, and any officer of the corporation
who knowingly authorises, directs or consents to the advertising, issue or
publication, are each guilty of an offence.

(2) A person who, in a document required by or for the purposes of this Act or
lodged with or submitted to the Commission, makes or authorises the making of
a statement that to the person's knowledge is false or misleading in a
material particular, or omits or authorises the omission of any matter or
thing without which the document is to the person's knowledge misleading in a
material respect, is guilty of an offence.

(3) A person who makes or authorises the making of a statement that is based
on information that to the person's knowledge:

   (a)  is false or misleading in a material particular; or

   (b)  has omitted from it a matter or thing the omission of which renders
        the information misleading in a material respect; shall, for the
        purposes of subsection (2), be deemed to have made or authorised the
        making of a statement that to the person's knowledge was false or
        misleading in a material particular.

(4) A person who, in a document required by or for the purposes of this Act or
lodged:

   (a)  makes or authorises the making of a statement that is false or
        misleading in a material particular; or

   (b)  omits or authorises the omission of any matter or thing without which
        the document is misleading in a material respect; without having taken
        reasonable steps to ensure that the statement was not false or
        misleading or to ensure that the statement did not omit any matter or
        thing without which the document would be misleading, as the case may
        be, is guilty of an offence.

(5) A person who makes or authorises the making of a statement without having
taken reasonable steps to ensure that the information on which the statement
was based:

   (a)  was not false or misleading in a material particular; and

   (b)  did not have omitted from it a matter or thing the omission of which
        would render the information misleading in a material respect; shall,
        for the purposes of subsection (4), be deemed to have made or
        authorised the making of a statement without having taken reasonable
        steps to ensure that the statement was not false or misleading.

(6) For the purposes of subsections (2) and (4), where:

   (a)  at a meeting, a person votes in favour of a resolution approving, or
        otherwise approves, a document required by or for the purposes of this
        Act or required to be lodged; and

   (b)  the document contains a statement that, to the person's knowledge, is
        false or misleading in a material particular, or omits any matter or
        thing without which the document is, to the person's knowledge,
        misleading in a material respect; the person shall be deemed to have
        authorised the making of the statement or the omission of the matter
        or thing.

(7) For the purposes of this section, a statement, report or other document
that:

   (a)  relates to affairs of a company or of a subsidiary of a company;

   (b)  is not itself required by this Act to be laid before the company in
        general meeting; and

   (c)  is attached to or included with a report of the directors sent under
        section 315 to members of the company or laid before the company at an
        annual general meeting of the company; shall be deemed to be part of
        the report referred to in paragraph (c).

(8) A person shall not, in connection with an application for a securities
licence or futures licence:

   (a)  make a statement that is false or misleading in a material particular
        knowing it to be false or misleading; or

   (b)  omit to state any matter or thing knowing that because of that
        omission the application is misleading in a material respect.