Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 263

263. (1) Where a company creates a charge, the company shall ensure that there
is lodged, within 45 days after the creation of the charge:

   (a)  a notice in the prescribed form setting out the following particulars:

        (i)    the name of the company and the date of the creation of the
               charge;

        (ii)   whether the charge is a fixed charge, a floating charge or both
               a fixed and floating charge;

        (iii)  if the charge is a floating charge-whether there is any
               provision in the resolution or instrument creating or
               evidencing the charge that prohibits or restricts the creation
               of subsequent charges;

        (iv)   a short description of the liability (whether present or
               prospective) secured by the charge;

        (v)    a short description of the property charged;

        (vi)   whether the charge is created or evidenced by a resolution, by
               an instrument or by a deposit or other conduct;

        (vii)  if the charge is constituted by the issue of a debenture or
               debentures-the name of the trustee (if any) for debenture
               holders;

        (viii) if the charge is not constituted by the issue of a debenture or
               debentures or there is no trustee for debenture holders-the
               name of the chargee; (ix) such other information as is
               prescribed;

   (b)  if, pursuant to a resolution or resolutions passed by the company, the
        company issues a series of debentures constituting a charge to the
        benefit of which all the holders of debentures in the series are
        entitled in equal priority, and the charge is evidenced only by the
        resolution or resolutions and the debentures-a copy of the resolution
        or of each of the resolutions verified by a statement in writing to be
        a true copy, and a copy of the first debenture issued in the series
        and a statement in writing verifying the execution of that first
        debenture; and

   (c)  if, in a case to which paragraph (b) does not apply, the charge was
        created or evidenced by an instrument or instruments:

        (i)    the instrument or each of the instruments; or

        (ii)   a copy of the instrument or of each of the instruments verified
               by a statement in writing to be a true copy, and a statement in
               writing verifying the execution of the instrument or of each of
               the instruments.

(2) In a case to which paragraph (1) (b) applies:

   (a)  the charge shall, for the purposes of subsection (1), be deemed to be
        created when the first debenture in the series of debentures is
        issued; and

   (b)  if, after the issue of the first debenture in the series, the company
        passes a further resolution authorising the issue of debentures in the
        series, the company shall ensure that a copy of that resolution,
        verified by a statement in writing to be a true copy of that
        resolution, is lodged within 45 days after the passing of that
        resolution.

(3) A registrable body that applies for registration as a company under
Division 3 of Part 2.2, or for registration under Part 4.1, shall lodge with
the application for registration the documents specified in subsection (4) in
relation to any charge on property of the registrable body that would be
registrable under this Division if the registrable body were a company, or a
registered body, as the case may be.

(4) The documents required to be lodged under subsection (3) in relation to a
charge on property of a registrable body are the following documents:

   (a)  a notice in the prescribed form:

        (i)    setting out the name of the registrable body;

        (ii)   if the charge was created by the registrable body-specifying
               the date of the creation of the charge;

        (iii)  if the charge was a charge existing on property acquired by the
               registrable body-setting out the date on which the property was
               so acquired; and (iv) otherwise complying with the requirements
               of paragraph (1) (a);

   (b)  if the charge was created or evidenced as mentioned in paragraph (1)
        (b): (i) in the case of a charge created by the registrable body-a
        copy of the resolution or of each of the resolutions referred to in
        that paragraph verified by a statement in writing to be a true copy
        and a copy of the first debenture issued in the series referred to in
        that paragraph and a statement in writing verifying the execution of
        that first debenture; or

        (ii)   in the case of a charge that existed on property acquired by
               the registrable body-the copies referred to in subparagraph (i)
               verified by statements in writing to be true copies;

   (c)  if the charge was created or evidenced by an instrument or instruments
        (otherwise than as mentioned in paragraph (1)(b)):

        (i)    in the case of a charge created by the registrable body:

                (A)  the instrument or each of the instruments; or

                (B)  a copy of the instrument or of each of the instruments
                     verified by a statement in writing to be a true copy, and
                     a statement in writing verifying the execution of the
                     instrument or of each of the instruments; or

        (ii)   in the case of a charge that existed on property acquired by
               the registrable body-a copy of the instrument or of each of the
               instruments verified by a statement in writing to be a true
               copy;

   (d)  if the charge was created or evidenced as mentioned in paragraph
        (1)(b) and, after the issue of the first debenture in the series, the
        registrable body passed a further resolution or resolutions
        authorising the issue of debentures in the series-a copy of that
        resolution or of each of those resolutions verified by a statement in
        writing to be a true copy.

(5) A notice in relation to a charge, being a charge in relation to which
paragraph (1)(b) or (c) or (4)(b) or (c) applies, shall not be taken to have
been lodged under subsection (1) or (3) unless the notice is accompanied by
the documents specified in that paragraph.

(6) Where a notice with respect to an instrument creating a charge has been
lodged under subsection (1) or (3), being a charge in respect of an issue of
several debentures the holders of which are entitled under the instrument in
equal priority to the benefit of the charge, sections 279 to 282 (inclusive)
have effect as if any charges constituted by those debentures were registered
at the time when the charge to which the notice relates was registered.

(7) Where a payment or discount has been made or allowed, either directly or
indirectly, by a company or registrable body to a person in consideration of
the person's subscribing or agreeing to subscribe, whether absolutely or
conditionally, for debentures, or procuring or agreeing to procure
subscriptions, whether absolute or conditional, for debentures, the notice
required to be lodged under subsection (1) or (3) shall include particulars as
to the amount or rate per centum of the payment or discount.

(8) Where a company or registrable body issues debentures as security for a
debt of the company or registrable body, the company or registrable body shall
not thereby be regarded, for the purposes of subsection (7), as having allowed
a discount in respect of the debentures.