Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 185

185. (1) This section applies where a body corporate (in this section called
the "subsidiary") is a subsidiary of a company (in this section called the

"holding company").

(2) The subsidiary cannot be a member of the holding company.

(3) An allotment or transfer to the subsidiary of shares in the holding
company is void.

(4) A purported acquisition by the subsidiary of units of shares in the
holding company is void.

(5) None of subsections (2), (3) and (4) applies where the subsidiary is
concerned as a personal representative.

(6) None of subsections (2), (3) and (4) applies where the subsidiary is
concerned as a trustee and neither the holding company nor any of its
subsidiaries is beneficially interested under the trust except by way of a
security given for the purposes of a transaction entered into in the ordinary
course of business in connection with the lending of money, other than a
transaction entered into with an associate of the holding company or of any of
its subsidiaries.

(7) If:

   (a)  the holding company is a Division 2 company that was originally
        incorporated under the company law of a State or Territory;

   (b)  the subsidiary was a subsidiary, and a member, of the holding company
        at the commencement of:

        (i)    if that Territory is the Capital Territory-the Companies
               Ordinance 1962 of that Territory;

        (ii)   if the State is New South Wales-the Companies Act, 1961 of that
               State;

        (iii)  if that State is Victoria-the Companies Act 1961 of that State;

        (iv)   if that State is Queensland-The Companies Act of 1961 of that
               State;

        (v)    if that State is South Australia-the Companies Act 1962-1981 of
               that State;

        (vi)   if that State is Western Australia-the Companies Act 1961 of
               that State;

        (vii)  if that State is Tasmania-the Companies Act 1962 of that State;

        (viii) if that State is the Northern Territory-the Companies Act 1961
               of that State; or

        (ix)   if that Territory is an external Territory-a prescribed law, or
               a prescribed previous law, of that Territory; and

   (c)  the subsidiary has been a subsidiary, and a member, of the holding
        company ever since that commencement; this section does not prevent
        the subsidiary from continuing to be such a member but, subject to
        subsections (5) and (6), the subsidiary does not have a right to vote
        at meetings of the holding company or of a class of members of the
        holding company.

(8) If subsection (7) does not apply but the subsidiary already held shares in
the holding company at the time when it became a subsidiary of the holding
company, this section does not prevent it from continuing to be a member of
the holding company but, subject to subsections (5) and (6):

   (a)  the subsidiary does not have a right to vote at meetings of the
        holding company or of a class of members of the holding company; and

   (b)  within the period of 12 months after that time or within that period
        as extended by the Court, the subsidiary shall dispose of all its
        shares in the holding company.

(9) Subject to subsections (5) and (6), a reference in subsection (2), (3),
(4), (7) or (8) to the subsidiary includes a reference to a nominee for the
subsidiary.

(10) If the holding company is a company limited by guarantee or an unlimited
company, a reference in this section to shares includes a reference to the
interest of a member of the holding company as such a member, whatever the
form of that interest and whether or not the holding company has a share
capital.