Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 1345

1345. (1) The Governor-General may make regulations, not inconsistent with
this Act, prescribing all matters required or permitted by this Act to be
prescribed by regulations, or necessary or convenient to be prescribed by
regulations for carrying out or giving effect to this Act, and, in particular,
may make regulations:

   (a)  for or in relation to the keeping of registers by the Commission, the
        lodging of documents with the Commission, the registration of
        documents by the Commission, the time and manner of lodging or
        registration, and the requirements with which documents lodged or to
        be lodged with the Commission are to comply;

   (b)  prescribing forms for the purposes of this Act and the method of
        verifying any information required by or in those forms;

   (c)  prescribing the manner in which, the persons by whom, and the
        directions or requirements in accordance with which, the forms
        prescribed for the purposes of this Act, or any of them, are required
        or permitted to be signed, prepared, or completed, and generally
        regulating the signing, preparation, and completion of those forms, or
        any of them;

   (d)  for or in relation to the convening of, conduct of, and procedure and
        voting at, meetings of creditors, meetings of contributories and
        meetings of holders of debentures, and joint meetings of creditors and
        members of companies, the number of persons required to constitute a
        quorum at any such meeting, the sending of notices of meetings to
        persons entitled to attend at meetings, the lodging of copies of
        notices of, and of resolutions passed at, meetings, and generally
        regulating the conduct of, and procedure at, any such meeting;

   (e)  prescribing the persons by whom, and the circumstances and manner in
        which, proxies may be appointed and generally regulating the
        appointment and powers of proxies;

   (f)  for or in relation to the proving of debts in the winding up of a
        company, the manner of proving debts and the time within which debts
        are required or permitted to be proved and generally regulating the
        proving of debts;

   (g)  prescribing the manner in which a liquidator appointed by the Court
        may:

        (i)    exercise powers and perform functions under subsection 478 (1);
               and

        (ii)   exercise any powers conferred, and perform any duties imposed,
               on the liquidator by regulations made for the purposes of
               subsection 488 (1);

   (h)  prescribing the manner in which a liquidator in a voluntary winding up
        may exercise powers and perform functions under section 506;

   (j)  prescribing times for the lodging of any documents with the
        Commission;

   (k)  for or in relation to the publication of advertisements offering the
        services of dealers or investment advisers or offering securities for
        purchase or sale, and the form and content of those advertisements;

   (m)  for or in relation to the publication of advertisements offering the
        services of futures brokers or futures advisers or offering to deal in
        futures contracts, and the form and content of those advertisements;

   (n)  for or in relation to the form of balance-sheets and profit and loss
        accounts required by this Act to be prepared by dealers or futures
        brokers;

   (p)  for or in relation to prohibiting, or regulating the manner and extent
        of, the offsetting by a futures broker of dealings in futures
        contracts (as between dealings on the broker's own account and
        dealings on behalf of a client or as between dealings on behalf of a
        client and dealings on behalf of another client) and, without limiting
        the generality of the foregoing, regulating the manner of, or
        requiring, the making of margin calls in respect of dealings in
        futures contracts effected by a futures broker;

   (q)  for or in relation to the furnishing to the Commission of information
        in addition to, or in variation of, the information contained in a
        prescribed form lodged with it;

   (r)  for or in relation to the times within which information required to
        be furnished to the Commission under this Act shall be so furnished;

   (s)  for or in relation to the manner in which:

        (i)    orders made under this Act may be served on persons affected by
               the orders; and

        (ii)   documents that are required or permitted by this Act to be
               served on a person may be so served; and

   (t)  prescribing penalties not exceeding $1,000 for contraventions of the
        regulations.

(2) Except as otherwise expressly provided in this Act, the regulations may be
of general or specially limited application or may differ according to
differences in time, locality, place or circumstance.

(3) The regulations may:

   (a)  where documents required by or under this Act to be lodged in
        accordance with this Act are required to be verified or certified and
        no manner of verification or certification is prescribed by or under
        this Act, require that the documents or any of them be verified or
        certified by statement in writing made by such persons as are
        prescribed by the regulations; and

   (b)  where no express provision is made in this Act for verification or
        certification of documents, require that the documents be verified or
        certified by statement in writing by such persons as are prescribed by
        the regulations.

(4) A person shall not, in respect of a document, be proceeded against for an
offence in consequence of a regulation made pursuant to subsection (3) as well
as for an offence against subsection 1308 (2).

(5) The regulations may provide, in such cases as are prescribed by the
regulations, that, if a document that is required by or under this Act to be
lodged is signed or so lodged on behalf of a person by an agent duly
authorised in writing, there shall be:

   (a)  lodged with;

   (b)  endorsed on; or

   (c)  annexed to; that document, the original, or a verified copy, of the
        authority.

(6) The regulations may provide that, subject to any prescribed terms and
conditions, Chapter 7 or 8, or specified provisions of Chapter 7 or 8:

   (a)  do not have effect in relation to a specified person, or in relation
        to a person who is a member of a specified class of persons;

   (b)  have effect in relation to a specified person, or in relation to a
        person who is a member of a specified class of persons, to such extent
        only as is prescribed;

   (c)  do not have effect in relation to a specified transaction or class of
        transactions; or

   (d)  do not have effect in relation to a specified transaction or class of
        transactions entered into by a specified person or class of persons;
        and may provide that a contravention of such a prescribed term or
        condition is an offence against the regulations.

(7) The regulations:

   (a)  may prescribe offences against this Act (not being offences the
        penalties applicable to which include a term of imprisonment or a
        pecuniary penalty that exceeds $1,000), or offences against the
        regulations, for the purposes of section 1313; and

   (b)  shall, in relation to each offence that is prescribed pursuant to this
        subsection:

        (i)    prescribe the particulars of that offence that are to be given
               in a notice served on a person under section 1313 in relation
               to the offence; and

        (ii)   prescribe the amount of the penalty (being an amount that does
               not exceed half the amount of the penalty applicable to the
               offence) that is payable in respect of the offence pursuant to
               a notice served on a person under section 1313 in relation to
               the offence.

(8) In subsection (7), a reference to a penalty applicable to an offence is a
reference to the penalty that is applicable to that offence by virtue of any
of the provisions of section 1311.

(9) The particulars of an offence required to be prescribed by subparagraph
(7) (b) (i) may be prescribed by being set out in the form prescribed for the
purposes of section 1313 in relation to the offence.

(10) The regulations may provide that specified provisions of this Act apply,
with prescribed modifications, in relation to a close corporation.

(11) Where regulations made for the purposes of subsection (10) are in force,
the specified provisions do not apply in relation to a close corporation
except in accordance with those regulations, but the application in relation
to a close corporation of any other provisions of this Act is not affected.

(12) Subsections (10) and (11) have effect subject to the Close  Corporations
Act 1989 .