Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 204

204. (1) Subject to subsection (2), a company may make a payment by way of
brokerage or commission to a person in consideration of the person subscribing
or agreeing to subscribe, whether absolutely or conditionally, for shares in
the company or procuring or agreeing to procure subscriptions, whether
absolute or conditional, for shares in the company if, and only if:

   (a)  the payment is not prohibited by the constitution;

   (b)  the amount of the proposed payment, or the rate at which the payment
        is proposed to be made, is disclosed in the prospectus in respect of
        the shares or, if there is no such prospectus, in a statement lodged
        before the company becomes liable to make the payment; and

   (c)  the number of shares for which persons have agreed, for a payment by
        way of brokerage or commission, to subscribe absolutely is set out in
        that prospectus or statement.

(2) Subsection (1) does not permit a company to make a payment by way of
brokerage or commission in respect of shares in the company if the amount of
the payment, or, if another payment or other payments by way of brokerage or
commission has or have been made by the company in respect of those shares,
the sum of the amount of the first-mentioned payment and the other payment or
payments, exceeds:

   (a)  10% of the total of the amount payable in respect of the shares upon
        their allotment; or

   (b)  such amount (if any), or an amount calculated at such rate (if any),
        as is authorised by the articles; whichever is the lesser.

(3) A vendor to, promoter of, or person who receives payment in money or
shares from, a company may apply any part of the money or shares so received
in making any payment that would, if it were made directly by the company, be
lawful under this section.