Commonwealth Numbered Acts

CORPORATIONS ACT 2001 NO. 50, 2001

TABLE OF PROVISIONS

           Long Title

            

CHAPTER 1--Introductory
            

   PART 1.1--PRELIMINARY

   1.      Short title  
   2.      Commencement  
   3.      Constitutional basis for this Act  
   4.      Referring States  
   5.      General territorial application of Act  
   5A.     Application to the Crown  
   5B.     ASIC has general administration of this Act  
   5C.     Application of Acts Interpretation Act 1901  

   PART 1.1A--INTERACTION BETWEEN CORPORATIONS LEGISLATION AND STATE AND TERRITORY LAWS

   5D.     Coverage of Part  
   5E.     Concurrent operation intended  
   5F.     Corporations legislation does not apply to matters declared by  
   5G.     Avoiding direct inconsistency arising between the Corporations  
   5H.     Registration of body as company on basis of State or Territory  
   5I.     Regulations may modify operation of the Corporations legislation  

   PART 1.2--INTERPRETATION

           Division 1--General

   6.      Effect of this Part  
   7.      Location of other interpretation provisions  
   9.      Dictionary  

           Division 2--Associates

   10.     Effect of Division  
   11.     Associates of bodies corporate  
   12.     Matters relating to voting shares  
   13.     References in Chapter 7  
   14.     References in Chapter 8  
   15.     General  
   16.     Exclusions  
   17.     Associates of composite persons  

           Division 3--Carrying on business

   18.     Carrying on business: otherwise than for profit  
   19.     Businesses of a particular kind  
   20.     Carrying on a business: alone or together with others  
   21.     Carrying on business in Australia or a State or  

           Division 4--Dealing in futures contracts

   23.     Acquiring a futures contract  
   24.     Disposing of a futures contract  
   25.     Dealing in futures contracts: general  
   26.     Dealing in futures contracts through intermediaries: first  
   27.     Dealing in futures contracts through intermediaries: second and  
   28.     Dealing in futures contracts, through intermediaries, on futures  
   29.     Own account dealings and transactions: futures contracts  

           Division 5A--Types of company

   45A.    Proprietary companies  

           Division 6--Subsidiaries and related bodies corporate

   46.     What is a subsidiary  
   47.     Control of a body corporate's board  
   48.     Matters to be disregarded  
   49.     References in this Division to a subsidiary  
   50.     Related bodies corporate  
   50AA.   Control  

           Division 7--Interpretation of other expressions

   51.     Acquisition and disposal of shares  
   52.     Doing acts  
   52A.    Signing  
   53.     Affairs of a body corporate  
   53AA.   Business affairs of a body corporate  
   53AB.   Business affairs of a natural person  
   53AC.   Business affairs of a partnership  
   53AD.   Business affairs of a trust  
   54.     Chapter 8 agreements of the same kind  
   55.     Chapter 8 obligations and rights  
   56.     Classes of futures organisation membership  
   57.     Classes of shares or interests in managed investment  
   57A.    Meaning of corporation  
   58AA.   Meaning of court and Court  
   58B.    Discharge of obligations under this Act  
   59.     Debentures as consideration for acquisition of shares  
   61.     Discretionary accounts  
   64.     Entering into a transaction in relation to shares or  
   64A.    Entities  
   64B.    Entities connected with a corporation  
   65.     Eligible money market dealer  
   66A.    Exempt bodies  
   67.     Exempt brokers and exempt futures advisers  
   68.     Exempt dealers and exempt investment advisers  
   70.     Extension of period for doing an act  
   71.     Futures advice business  
   72.     Futures contract  
   72A.    Act applies to certain Chapter 8 agreements as if they were  
   73.     Futures representatives  
   73A.    When a court is taken to find a person guilty of an  
   75.     Inclusion in official list  
   77.     Investment advice business  
   79.     Involvement in contraventions  
   80.     Jervis Bay Territory taken to be part of the Australian Capital  
   82.     Offers and invitations to the public  
   82A.    Officers of bodies corporate and other entities  
   83.     Officers, and other persons, in default  
   84.     Own account dealings and transactions: securities  
   86.     Possession  
   87.     Proper authority from futures licensee; invalid futures  
   88.     Proper authority from securities licensee; invalid securities  
   88A.    Public document of a body corporate  
   89.     Qualified privilege  
   90.     Receivers and managers  
   91.     Being or becoming subject to a section 206B prohibition, a  
   92.     Securities  
   92A.    Act applies to certain relevant agreements as if they were  
   93.     Securities business  
   94.     Securities representatives  
   95A.    Solvency and insolvency  
   97.     Stock market not to include futures market  

           Division 8--Miscellaneous interpretation rules

   100.    Address of registered office etc.  
   100A.   Operation of certain laws relating to instruments on which stamp  
   101.    Amount of stock representing a number of shares  
   102.    Applications to be in writing  
   102B.   In Australia or elsewhere, in this jurisdiction or  
   102C.   In Australia  
   103.    Effect of certain contraventions of this Act  
   104.    Effect of provisions empowering a person to require or prohibit  
   105.    Calculation of time  
   106.    Performance of functions by Commission delegate  
   108.    Parts of dollar to be disregarded in determining majority in  
   109.    References to persons, things and matters  
   109X.   Service of documents  

   PART 1.2A--DISCLOSING ENTITIES

           Division 1--Object of Part

   111AA.  Object of Part  

           Division 2--Definitions

   111AB.  Terms defined in Division  
   111AC.  Disclosing entity  
   111AD.  ED securities  
   111AE.  Securities quoted on a stock market  
   111AF.  Securities to which lodged or deemed prospectus  
   111AG.  Securities issued as consideration for an acquisition under an  
   111AH.  When a person holds securities for the purposes of  
   111AI.  Debentures that need trustee appointed under  
   111AJ.  Regulations may declare securities not to be ED  
   111AK.  ED securities of a disclosing entity  
   111AL.  Listed or unlisted disclosing entity  
   111AM.  Quoted ED securities  

           Division 3--Significance of being a disclosing entity

   111AN.  Division contains outline of significance of being a disclosing  
   111AO.  Accounting requirements  
   111AP.  Continuous disclosure requirements  
   111AQ.  Prospectus relief  

           Division 4--Exemptions and modifications

   111AR.  Meaning of disclosing entity provisions  
   111AS.  Exemptions by regulations  
   111AT.  Exemptions by ASIC  
   111AU.  Enforcing conditions of exemptions  
   111AV.  Modifications by regulations  
   111AW.  Exemptions and modifications have effect  
   111AX.  Effect of Division  

   PART 1.4--TECHNICAL PROVISIONS ABOUT AIDS FOR READERS

   111J.   Small business guide  

   PART 1.5--SMALL BUSINESS GUIDE
   1.5.1. What registration means  
   1.5.2. The company structure for small business  
   1.5.3. Setting up a new company  
   1.5.4. Continuing obligations after the company is set up  
   1.5.5. Company directors and company secretaries  
   1.5.6. Shares and shareholders  
   1.5.7. Signing company documents  
   1.5.8. Funding the company's operations  
   1.5.9. Returns to shareholders  
   1.5.10. Annual financial reports and audit  
   1.5.11. Disagreements within the company  
   1.5.12. Companies in financial trouble  
            

CHAPTER 2A--Registering a company
            

   PART 2A.1--WHAT COMPANIES CAN BE REGISTERED

   112.    Types of companies  
   113.    Proprietary companies  
   114.    Minimum of 1 member  
   115.    Restrictions on size of partnerships and associations  
   116.    Trade unions cannot be registered  

   PART 2A.2--HOW A COMPANY IS REGISTERED

   117.    Applying for registration  
   118.    ASIC gives company ACN, registers company and issues  
   119.    Company comes into existence on registration  
   119A.   Jurisdiction of incorporation and jurisdiction of  
   120.    Members, directors and company secretary of a company  
   121.    Registered office  
   122.    Expenses incurred in promoting and setting up company  
   123.    Company may have common seal  
            

CHAPTER 2B--Basic features of a company
            

   PART 2B.1--COMPANY POWERS AND HOW THEY ARE EXERCISED

   124.    Legal capacity and powers of a company  
   125.    Constitution may limit powers and set out objects  
   126.    Agent exercising a company's power to make contracts  
   127.    Execution of documents (including deeds) by the company  

   PART 2B.2--ASSUMPTIONS PEOPLE DEALING WITH COMPANIES ARE ENTITLED TO MAKE

   128.    Entitlement to make assumptions  
   129.    Assumptions that can be made under section 128  
   130.    Information available to the public from ASIC does not constitute  

   PART 2B.3--CONTRACTS BEFORE REGISTRATION

   131.    Contracts before registration  
   132.    Person may be released from liability but is not entitled to  
   133.    This Part replaces other rights and liabilities  

   PART 2B.4--REPLACEABLE RULES AND CONSTITUTION

   134.    Internal management of companies  
   135.    Replaceable rules  
   136.    Constitution of a company  
   137.    Date of effect of adoption, modification or repeal of  
   138.    ASIC may direct company to lodge consolidated  
   139.    Company must send copy of constitution to member  
   140.    Effect of constitution and replaceable rules  
   141.    Table of replaceable rules  

   PART 2B.5--REGISTERED OFFICE AND PLACES OF BUSINESS

   142.    Registered office  
   143.    ASIC may change address of registered office to a director's  
   144.    Company's name must be displayed at registered office  
   145.    Opening hours of registered office of public company  
   146.    Change of address of principal place of business  

   PART 2B.6--NAMES

           Division 1--Selecting and using a name

   147.    When a name is available  
   148.    A company's name  
   149.    Acceptable abbreviations  
   150.    Exception to requirement for using "Limited" in name  
   151.    Exception to requirement for using "Limited" in  
   152.    Reserving a name  
   153.    Using a name and ACN on documents  
   154.    Exception to requirement to have ACN on receipts  
   155.    Regulations may exempt from requirement to set out information on  
   156.    Carrying on business using "Limited", "No Liability" or  

           Division 2--Changing a company's name

   157.    Company changing its name  
   158.    ASIC's power to direct company to change its name  
   159.    ASIC's power to include "Limited" in company's name  
   160.    ASIC must issue new certificate if company's name  
   161.    Effect of name change  

   PART 2B.7--CHANGING COMPANY TYPE

   162.    Changing company type  
   163.    Applying for change of type  
   164.    ASIC changes type of company  
   165.    ASIC may direct a proprietary company to change to a public  
   166.    Effect of change of type  
   167.    Issue of shares by company or holding company—company limited by  
   167AA.  Application of Part to company limited both by shares and by  
            

CHAPTER 2C--Registers
            

   167A.   Who is covered by this Chapter  
   168.    Registers to be maintained  
   169.    Register of members  
   170.    Register of option holders and copies of options  
   171.    Register of debenture holders  
   172.    Location of registers  
   173.    Right to inspect and get copies  
   174.    Agent's obligations  
   175.    Correction of registers  
   176.    Evidentiary value of registers  
   177.    Use of information on registers  
   178.    Overseas branch registers  
            

CHAPTER 2D--Officers and employees
            

   PART 2D.1--DUTIES AND POWERS

   179.    Background to duties of directors, other officers and  

           Division 1--General duties

   180.    Care and diligence—civil obligation only  
   181.    Good faith—civil obligations  
   182.    Use of position—civil obligations  
   183.    Use of information—civil obligations  
   184.    Good faith, use of position and use of information—criminal  
   185.    Interaction of sections 180 to 184 with other laws  
   186.    Territorial application of sections 180 to 184  
   187.    Directors of wholly-owned subsidiaries  
   188.    Responsibility of secretaries and directors for certain  
   189.    Reliance on information or advice provided by others  
   190.    Responsibility for actions of delegate  
   190A.   Limited application of Division to registrable Australian  

           Division 2--Disclosure of, and voting on matters involving, material personal interests

   191.    Material personal interest—director's duty to disclose  
   192.    Director may give other directors standing notice about an  
   193.    Interaction of sections 191 and 192 with other laws  
   194.    Voting and completion of transactions—directors of proprietary  
   195.    Restrictions on voting—directors of public companies  
   196.    ASIC power to make declarations and class orders  

           Division 3--Duty to discharge certain trust liabilities

   197.    Directors liable for debts and other obligations incurred by  

           Division 4--Powers

   198A.   Powers of directors (replaceable rule—see  
   198B.   Negotiable instruments (replaceable rule—see  
   198C.   Managing director (replaceable rule—see  
   198D.   Delegation  
   198E.   Single director/shareholder proprietary companies  
   198F.   Right of access to company books  

   PART 2D.2--RESTRICTIONS ON INDEMNITIES, INSURANCE AND TERMINATION PAYMENTS

           Division 1--Indemnities and insurance for officers and auditors

   199A.   Indemnification and exemption of officer or auditor  
   199B.   Insurance premiums for certain liabilities of director,  
   199C.   Certain indemnities, exemptions, payments and agreements not  

           Division 2--Termination payments

   200A.   When benefit given in connection with retirement from  
   200B.   Retirement benefits generally need membership approval  
   200C.   Benefits on transfer of undertaking or property need membership  
   200D.   Contravention to receive benefit without member  
   200E.   Approval by members  
   200F.   Exempt benefits and benefits given in certain  
   200G.   Genuine payments of pension and lump sum  
   200H.   Benefits required by law  
   200J.   Benefits to be held in trust for company  

   PART 2D.3--APPOINTMENT, REMUNERATION AND CESSATION OF APPOINTMENT OF DIRECTORS

           Division 1--Appointment of directors

   201A.   Minimum number of directors  
   201B.   Who can be a director  
   201C.   Directors of public companies, or subsidiaries, over  
   201D.   Consent to act as director  
   201E.   Special rules for the appointment of public company  
   201F.   Special rules for the appointment of directors for single  
   201G.   Company may appoint a director (replaceable rule—see  
   201H.   Directors may appoint other directors (replaceable  
   201J.   Appointment of managing directors (replaceable rule—see  
   201K.   Alternate directors (replaceable rule—see  
   201L.   Signpost—ASIC to be notified of appointment  
   201M.   Effectiveness of acts by directors  

           Division 2--Remuneration of directors

   202A.   Remuneration of directors (replaceable rule—see  
   202B.   Members may obtain information about directors'  
   202C.   Special rule for single director/single shareholder proprietary  

           Division 3--Resignation, retirement or removal of directors

   203A.   Director may resign by giving written notice to company  
   203B.   Signpost to consequences of disqualification from managing  
   203C.   Removal by members—proprietary companies (replaceable  
   203D.   Removal by members—public companies  
   203E.   Director cannot be removed by other directors—public  
   203F.   Termination of appointment of managing director  

   PART 2D.4--APPOINTMENT OF SECRETARIES

   204A.   Minimum number of secretaries  
   204B.   Who can be a secretary  
   204C.   Consent to act as secretary  
   204D.   How a secretary is appointed  
   204E.   Effectiveness of acts by secretaries  
   204F.   Terms and conditions of office for secretaries  
   204G.   Signpost to consequences of disqualification from managing  

   PART 2D.5--PUBLIC INFORMATION ABOUT DIRECTORS AND SECRETARIES

   205A.   Director, secretary or alternate director may notify ASIC of  
   205B.   Notice of name and address of directors and secretaries to  
   205C.   Director and secretary must give information to  
   205D.   Address for officers  
   205E.   ASIC's power to ask for information about person's position as  
   205F.   Director must give information to company  
   205G.   Listed company—director to notify securities exchange of  

   PART 2D.6--DISQUALIFICATION FROM MANAGING CORPORATIONS

   206A.   Disqualified person not to manage corporations  
   206B.   Automatic disqualification  
   206C.   Court power of disqualification—contravention of civil penalty  
   206D.   Court power of disqualification—insolvency and non-payment of  
   206E.   Court power of disqualification—repeated contraventions of  
   206F.   ASIC's power of disqualification  
   206G.   Court power to grant leave  
   206H.   Territorial application of this Part  
   206HA.  Limited application of Part to registrable Australian  
            

CHAPTER 2E--Related party transactions
            

   207.    Purpose  

   PART 2E.1--MEMBER APPROVAL NEEDED FOR RELATED PARTY BENEFIT

           Division 1--Need for member approval

   208.    Need for member approval for financial benefit  
   209.    Consequences of breach  

           Division 2--Exceptions to the requirement for member approval

   210.    Arm's length terms  
   211.    Remuneration and reimbursement for officer or employee  
   212.    Indemnities, exemptions, insurance premiums and payment for legal  
   213.    Small amounts given to director or spouse  
   214.    Benefit to or by closely-held subsidiary  
   215.    Benefits to members that do not discriminate unfairly  
   216.    Court order  

           Division 3--Procedure for obtaining member approval

   217.    Resolution may specify matters by class or kind  
   218.    Company must lodge material that will be put to members with  
   219.    Requirements for explanatory statement to members  
   220.    ASIC may comment on proposed resolution  
   221.    Requirements for notice of meeting  
   222.    Other material put to members  
   223.    Proposed resolution cannot be varied  
   224.    Voting by or on behalf of related party interested in proposed  
   225.    Voting on the resolution  
   226.    Notice of resolution to be lodged  
   227.    Declaration by court of substantial compliance  

   PART 2E.2--RELATED PARTIES AND FINANCIAL BENEFITS

   228.    Related parties  
   229.    Giving a financial benefit  

   PART 2E.3--INTERACTION WITH OTHER RULES

   230.    General duties still apply  
            

CHAPTER 2F--Members' rights and remedies
            

   231.    Membership of a company  

   PART 2F.1--OPPRESSIVE CONDUCT OF AFFAIRS

   232.    Grounds for Court order  
   233.    Orders the Court can make  
   234.    Who can apply for order  
   235.    Requirement for person to lodge order  

   PART 2F.1A--PROCEEDINGS ON BEHALF OF A COMPANY BY MEMBERS AND OTHERS

   236.    Bringing, or intervening in, proceedings on behalf of a  
   237.    Applying for and granting leave  
   238.    Substitution of another person for the person granted  
   239.    Effect of ratification by members  
   240.    Leave to discontinue, compromise or settle proceedings brought,  
   241.    General powers of the Court  
   242.    Power of the Court to make costs orders  

   PART 2F.2--CLASS RIGHTS

   246B.   Varying and cancelling class rights  
   246C.   Certain actions taken to vary rights etc.  
   246D.   Variation, cancellation or modification without unanimous  
   246E.   Variation, cancellation or modification with unanimous support  
   246F.   Company must lodge documents and resolutions with ASIC  
   246G.   Member's copies of documents and resolutions  

   PART 2F.3--INSPECTION OF BOOKS

   247A.   Order for inspection of books of company or registered managed  
   247B.   Ancillary orders  
   247C.   Disclosure of information acquired in inspection  
   247D.   Company or directors may allow member to inspect books  
            

CHAPTER 2G--Meetings
            

   PART 2G.1--DIRECTORS' MEETINGS

           Division 1--Resolutions and declarations without meetings

   248A.   Circulating resolutions of companies with more than 1  
   248B.   Resolutions and declarations of 1 director proprietary  

           Division 2--Directors' meetings

   248C.   Calling directors' meetings (replaceable rule see  
   248D.   Use of technology  
   248E.   Chairing directors' meetings (replaceable rule see  
   248F.   Quorum at directors' meetings (replaceable rule see  
   248G.   Passing of directors' resolutions (replaceable rule see  

   PART 2G.2--MEETINGS OF MEMBERS OF COMPANIES

           Division 1--Resolutions without meetings

   249A.   Circulating resolutions of proprietary companies with more than  
   249B.   Resolutions of 1 member companies  

           Division 2--Who may call meetings of members

   249C.   Calling of meetings of members by a director (replaceable  
   249CA.  Calling of meetings of members of a listed company by a  
   249D.   Calling of general meeting by directors when requested by  
   249E.   Failure of directors to call general meeting  
   249F.   Calling of general meetings by members  
   249G.   Calling of meetings of members by the Court  

           Division 3--How to call meetings of members

   249H.   Amount of notice of meetings  
   249HA.  Amount of notice of meetings of listed company  
   249J.   Notice of meetings of members to members and directors  
   249K.   Auditor entitled to notice and other communications  
   249L.   Contents of notice of meetings of members  
   249M.   Notice of adjourned meetings (replaceable rule—see  

           Division 4--Members' rights to put resolutions etc. at general meetings

   249N.   Members' resolutions  
   249O.   Company giving notice of members' resolutions  
   249P.   Members' statements to be distributed  

           Division 5--Holding meetings of members

   249Q.   Purpose  
   249R.   Time and place for meetings of members  
   249S.   Technology  
   249T.   Quorum (replaceable rule—see section 135)  
   249U.   Chairing meetings of members (replaceable rule—see  
   249V.   Auditor's right to be heard at general meetings  
   249W.   Adjourned meetings  

           Division 6--Proxies and body corporate representatives

   249X.   Who can appoint a proxy (replaceable rule for proprietary  
   249Y.   Rights of proxies  
   249Z.   Company sending appointment forms or lists of proxies must send  
   250A.   Appointing a proxy  
   250B.   Proxy documents  
   250BA.  Proxy documents—listed companies  
   250C.   Validity of proxy vote  
   250D.   Body corporate representative  

           Division 7--Voting at meetings of members

   250E.   How many votes a member has (replaceable rule—see  
   250F.   Jointly held shares (replaceable rule—see  
   250G.   Objections to right to vote (replaceable rule—see  
   250H.   Votes need not all be cast in the same way  
   250J.   How voting is carried out (replaceable rule—see  
   250K.   Matters on which a poll may be demanded  
   250L.   When a poll is effectively demanded  
   250M.   When and how polls must be taken (replaceable rule—see  

           Division 8--AGMs of public companies

   250N.   Public company must hold AGM  
   250P.   Extension of time for holding AGM  
   250R.   Business of AGM  
   250S.   Questions and comments by members on company management at  
   250T.   Questions by members of auditors at AGM  

   PART 2G.3--MINUTES AND MEMBERS' ACCESS TO MINUTES

   251A.   Minutes  
   251AA.  Disclosure of proxy votes—listed companies  
   251B.   Members' access to minutes  

   PART 2G.4--MEETINGS OF MEMBERS OF REGISTERED MANAGED INVESTMENT SCHEMES

           Division 1--Who may call meetings of members

   252A.   Calling of meetings of members by responsible entity  
   252B.   Calling of meetings of members by responsible entity when  
   252C.   Failure of responsible entity to call meeting of the scheme's  
   252D.   Calling of meetings of members by members  
   252E.   Calling of meetings of members by the Court  

           Division 2--How to call meetings of members

   252F.   Amount of notice of meetings  
   252G.   Notice of meetings of members to members, directors and  
   252H.   Auditors entitled to other communications  
   252J.   Contents of notice of meetings of members  
   252K.   Notice of adjourned meetings  

           Division 3--Members' rights to put resolutions etc. at meetings of members

   252L.   Members' resolutions  
   252M.   Responsible entity giving notice of members'  
   252N.   Members' statements to be distributed  

           Division 4--Holding meetings of members

   252P.   Time and place for meetings of members  
   252Q.   Technology  
   252R.   Quorum  
   252S.   Chairing meetings of members  
   252T.   Auditors' right to be heard at meetings of members  
   252U.   Adjourned meetings  

           Division 5--Proxies and body corporate representatives

   252V.   Who can appoint a proxy  
   252W.   Rights of proxies  
   252X.   Responsible entity sending appointment forms or lists of proxies  
   252Y.   Appointing a proxy  
   252Z.   Proxy documents  
   253A.   Validity of proxy vote  
   253B.   Body corporate representative  

           Division 6--Voting at meetings of members

   253C.   How many votes a member has  
   253D.   Jointly held interests  
   253E.   Responsible entity and associates cannot vote if interested in  
   253F.   How to work out the value of an interest  
   253G.   Objections to a right to vote  
   253H.   Votes need not all be cast in the same way  
   253J.   How voting is carried out  
   253K.   Matters on which a poll may be demanded  
   253L.   When a poll is effectively demanded  

           Division 7--Minutes and members' access to minutes

   253M.   Minutes  
   253N.   Members' access to minutes  
            

CHAPTER 2H--Shares
            

   PART 2H.1--ISSUING AND CONVERTING SHARES

   254A.   Power to issue bonus, partly-paid, preference and redeemable  
   254B.   Terms of issue  
   254C.   No par value shares  
   254D.   Pre-emption for existing shareholders on issue of shares in  
   254E.   Court validation of issue  
   254F.   Bearer shares and stock must not be issued  
   254G.   Conversion of shares  
   254H.   Resolution to convert shares into larger or smaller  

   PART 2H.2--REDEMPTION OF REDEEMABLE PREFERENCE SHARES

   254J.   Redemption must be in accordance with terms of issue  
   254K.   Other requirements about redemption  
   254L.   Consequences of contravening section 254J or 254K  
            

CHAPTER 2H--Shares
            

   PART 2H.3--PARTLY-PAID SHARES

   254M.   Liability on partly-paid shares  
   254N.   Calls may be limited to when company is  
   254P.   No liability companies—calls on shares  
   254Q.   No liability companies—forfeiture and sale of shares for  
   254R.   No liability companies—redemption of forfeited shares  

   PART 2H.4--CAPITALISATION OF PROFITS

   254S.   Capitalisation of profits  

   PART 2H.5--DIVIDENDS

   254T.   Dividends to be paid out of profits  
   254U.   Other provisions about paying dividends (replaceable  
   254V.   When does the company incur a debt?  
   254W.   Dividend rights  

   PART 2H.6--NOTICE REQUIREMENTS

   254X.   Notice to ASIC of share issue  
   254Y.   Notice to ASIC of share cancellation  
            

CHAPTER 2J--Transactions affecting share capital
            

   PART 2J.1--SHARE CAPITAL REDUCTIONS AND SHARE BUY-BACKS

   256A.   Purpose  

           Division 1--Reductions in share capital not otherwise authorised by law

   256B.   Company may make reduction not otherwise authorised  
   256C.   Shareholder approval  
   256D.   Consequences of failing to comply with  
   256E.   Signposts to other relevant provisions  

           Division 2--Share buy-backs

   257A.   The company's power to buy back its own shares  
   257B.   Buy-back procedure—general  
   257C.   Buy-back procedure—shareholder approval if the 10/12 limit  
   257D.   Buy-back procedure—special shareholder approval for selective  
   257E.   Buy-back procedure—lodgment of offer documents with  
   257F.   Notice of intended buy-back  
   257G.   Buy-back procedure—disclosure of relevant information when  
   257H.   Acceptance of offer and transfer of shares to the  
   257J.   Signposts to other relevant provisions  

           Division 3--Other share capital reductions

   258A.   Unlimited companies  
   258B.   Right to occupy or use real property  
   258C.   Brokerage or commission  
   258D.   Cancellation of forfeited shares  
   258E.   Other share cancellations  
   258F.   Reductions because of lost capital  

   PART 2J.2--SELF-ACQUISITION AND CONTROL OF SHARES

   259A.   Directly acquiring own shares  
   259B.   Taking security over own shares or shares in holding  
   259C.   Issuing or transferring shares to controlled entity  
   259D.   Company controlling entity that holds shares in it  
   259E.   When a company controls an entity  
   259F.   Consequences of failing to comply with section 259A or  

   PART 2J.3--FINANCIAL ASSISTANCE

   260A.   Financial assistance by a company for acquiring shares in the  
   260B.   Shareholder approval  
   260C.   Exempted financial assistance  
   260D.   Consequences of failing to comply with  

   PART 2J.4--INTERACTION WITH GENERAL DIRECTORS' DUTIES

   260E.   General duties still apply  
            

CHAPTER 2K--Charges
            

   PART 2K.1--PRELIMINARY

   261.    Interpretation and application  

   PART 2K.2--REGISTRATION

   262.    Charges required to be registered  
   263.    Lodgment of notice of charge and copy of instrument  
   264.    Acquisition of property subject to charge  
   265.    Registration of documents relating to charges  
   265A.   Standard time for the purposes of section 265  
   266.    Certain charges void against liquidator or  
   267.    Charges in favour of certain persons void in certain  
   268.    Assignment and variation of charges  
   269.    Satisfaction of, and release of property from, charges  
   270.    Lodgment of notices, offences etc.  
   271.    Company to keep documents relating to charges and register of  
   272.    Certificates  
   273A.   Application of State and Territory laws to charges required to  
   273B.   Application of State and Territory laws to transfers,  
   273C.   Application of specified State and Territory laws to crop liens,  
   273D.   Sections 273A to 273C do not apply to charges given by  
   274.    Power of Court to rectify Register  
   277.    Power to exempt from compliance with certain requirements of  

   PART 2K.3--ORDER OF PRIORITY

   278.    Definitions  
   279.    Priorities of charges  
   280.    General priority rules in relation to registered  
   281.    General priority rule in relation to unregistered  
   282.    Special priority rules  
            

CHAPTER 2L--Debentures
            

   PART 2L.1--REQUIREMENT FOR TRUST DEED AND TRUSTEE

   283AA.  Requirement for trust deed and trustee  
   283AB.  Trust deed  
   283AC.  Who can be a trustee  
   283AD.  Existing trustee continues to act until new trustee takes  
   283AE.  Replacement of trustee  

   PART 2L.2--DUTIES OF BORROWER

   283BA.  Duties of borrower  
   283BB.  General duties  
   283BC.  Duty to notify ASIC of name of trustee  
   283BD.  Duty to replace trustee  
   283BE.  Duty to inform trustee about charges  
   283BF.  Duty to give trustee and ASIC quarterly reports  
   283BG.  Exceptions  
   283BH.  How debentures may be described  
   283BI.  Offences for failure to comply with statutory duties  

   PART 2L.3--DUTIES OF GUARANTOR

   283CA.  Duties of guarantor  
   283CB.  General duties  
   283CC.  Duty to inform trustee about charges  
   283CD.  Exceptions  
   283CE.  Offences for failure to comply with statutory duties  

   PART 2L.4--TRUSTEE

   283DA.  Trustee's duties  
   283DB.  Exemptions and indemnifications of trustee from  
   283DC.  Indemnity  

   PART 2L.5--MEETINGS OF DEBENTURE HOLDERS

   283EA.  Borrower's duty to call meeting  
   283EB.  Trustee's power to call meeting  
   283EC.  Court may order meeting  

   PART 2L.6--CIVIL LIABILITY

   283F.   Civil liability for contravening this Chapter  

   PART 2L.7--ASIC POWERS

   283GA.  ASIC's power to exempt and modify  
   283GB.  ASIC may approve body corporate to be trustee  

   PART 2L.8--COURT

   283HA.  General Court power to give directions and determine  
   283HB.  Specific Court powers  

   PART 2L.9--LOCATION OF OTHER DEBENTURE PROVISIONS

   283I.   Signpost to other debenture provisions  
            

CHAPTER 2M--Financial reports and audit
            

   PART 2M.1--OVERVIEW

   285.    Overview of obligations under this Chapter  

   PART 2M.2--FINANCIAL RECORDS

   286.    Obligation to keep financial records  
   287.    Language requirements  
   288.    Physical format  
   289.    Place where records are kept  
   290.    Director access  
   291.    Signposts to other relevant provisions  

   PART 2M.3--FINANCIAL REPORTING

           Division 1--Annual financial reports and directors' reports

   292.    Who has to prepare annual financial reports and directors'  
   293.    Small proprietary company—shareholder direction  
   294.    Small proprietary company—ASIC direction  
   295.    Contents of annual financial report  
   296.    Compliance with accounting standards and regulations  
   297.    True and fair view  
   298.    Annual directors' report  
   299.    Annual directors' report—general information  
   300.    Annual directors' report—specific information  
   300A.   Annual directors' report—specific information to be provided by  
   301.    Audit of annual financial report  

           Division 2--Half-year financial report and directors' report

   302.    Disclosing entity must prepare half-year financial report and  
   303.    Contents of half-year financial report  
   304.    Compliance with accounting standards and regulations  
   305.    True and fair view  
   306.    Half-year directors' report  

           Division 3--Audit and auditor's report

   307.    Audit  
   308.    Auditor's report on annual financial report  
   309.    Auditor's report on half-year financial report  
   310.    Auditor's power to obtain information  
   311.    Reporting to ASIC  
   312.    Assisting auditor  
   313.    Special provisions on audit of debenture issuers and  

           Division 4--Annual financial reporting to members

   314.    Annual financial reporting to members  
   315.    Deadline for reporting to members  
   316.    Member's choices for annual financial information  
   317.    Consideration of reports at AGM  
   318.    Additional reporting by debenture issuers  

           Division 5--Lodging reports with ASIC

   319.    Lodgment of annual reports with ASIC  
   320.    Lodgment of half-year reports with ASIC  
   321.    ASIC power to require lodgment  
   322.    Relodgment if financial statements or directors' reports amended  

           Division 6--Special provisions about consolidated financial statements

   323.    Directors and officers of controlled entity to give  
   323A.   Auditor's power to obtain information from controlled  
   323B.   Controlled entity to assist auditor  
   323C.   Application of Division to entity that has ceased to be  

           Division 7--Financial years and half-years

   323D.   Financial years and half-years  

           Division 8--Disclosure by listed companies of information filed overseas

   323DA.  Listed companies to disclose information filed  

   PART 2M.4--APPOINTMENT AND REMOVAL OF AUDITORS

           Division 1--Companies

   324.    Qualifications of auditors  
   325.    Appointment of auditor by proprietary company  
   327.    Appointment of auditors  
   328.    Nomination of auditors  
   329.    Removal and resignation of auditors  
   330.    Effect of winding up on office of auditor  
   331.    Fees and expenses of auditors  

           Division 2--Registered schemes

   331AA.  Qualifications of auditors  
   331AB.  Appointment of auditors  
   331AC.  Removal and resignation of auditors  
   331AD.  Effect of winding up an office of auditor  
   331AE.  Fees and expenses of auditors  

   PART 2M.5--ACCOUNTING STANDARDS

   334.    Accounting standards  
   335.    Equity accounting  
   337.    Interpretation of accounting standards  
   339.    Evidence of text of accounting standard  

   PART 2M.6--EXEMPTIONS AND MODIFICATIONS

   340.    ASIC's power to make specific exemption orders  
   341.    ASIC's power to make class orders  
   342.    Criteria for specific exemption orders and class orders  
   343.    Modification by regulations  

   PART 2M.7--SANCTIONS FOR CONTRAVENTIONS OF CHAPTER

   344.    Contravention of Part 2M.2 or 2M.3  
            

CHAPTER 2N--Annual return and lodgments with ASIC
            

   PART 2N.1--ANNUAL RETURNS

   345.    Deadline for lodging annual return  
   346.    Solvency resolution—companies  
   347.    Lodging annual return with ASIC  
   348.    Contents of annual return—companies  
   349.    Contents of annual return—registered schemes  

   PART 2N.2--LODGMENTS WITH ASIC

   350.    Forms for documents to be lodged with ASIC  
   351.    Signing documents lodged with ASIC  
   352.    Documents lodged with ASIC electronically  
            

CHAPTER 5--External administration
            

   PART 5.1--ARRANGEMENTS AND RECONSTRUCTIONS

   410.    Interpretation  
   411.    Administration of compromises etc.  
   412.    Information as to compromise with creditors  
   413.    Provisions for facilitating reconstruction and amalgamation of  
   414.    Acquisition of shares of shareholders dissenting from scheme or  
   415.    Notification of appointment of scheme manager and power of Court  

   PART 5.2--RECEIVERS, AND OTHER CONTROLLERS, OF PROPERTY OF CORPORATIONS

   416.    Definitions  
   417.    Application of Part  
   418.    Persons not to act as receivers  
   418A.   Court may declare whether controller is validly acting  
   419.    Liability of controller  
   419A.   Liability of controller under pre-existing agreement about  
   420.    Powers of receiver  
   420A.   Controller's duty of care in exercising power of sale  
   420B.   Court may authorise managing controller to dispose of property  
   420C.   Receiver's power to carry on corporation's business during  
   421.    Controller's duties in relation to bank accounts and financial  
   421A.   Managing controller to report within 2 months about  
   422.    Reports by receiver  
   423.    Supervision of controller  
   424.    Controller may apply to Court  
   425.    Court's power to fix receiver's remuneration  
   426.    Controller has qualified privilege in certain cases  
   427.    Notification of matters relating to controller  
   428.    Statement that receiver appointed or other controller  
   429.    Officers to report to controller about corporation's  
   430.    Controller may require reports  
   431.    Controller may inspect books  
   432.    Lodging controller's accounts  
   433.    Payment of certain debts, out of property subject to floating  
   434.    Enforcing controller's duty to make returns  
   434A.   Court may remove controller for misconduct  
   434B.   Court may remove redundant controller  
   434C.   Effect of sections 434A and 434B  

   PART 5.3A--ADMINISTRATION OF A COMPANY'S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF COMPANY ARRANGEMENT

           Division 1--Preliminary

   435A.   Object of Part  
   435B.   Definitions  
   435C.   When administration begins and ends  

           Division 2--Appointment of administrator and first meeting of creditors

   436A.   Company may appoint administrator if board thinks it is or will  
   436B.   Liquidator may appoint administrator  
   436C.   Chargee may appoint administrator  
   436D.   Company already under administration  
   436E.   Purpose and timing of first meeting of creditors  
   436F.   Functions of committee of creditors  
   436G.   Membership of committee  

           Division 3--Administrator assumes control of company's affairs

   437A.   Role of administrator  
   437B.   Administrator acts as company's agent  
   437C.   Powers of other officers suspended  
   437D.   Only administrator can deal with company's property  
   437E.   Order for compensation where officer involved in void  
   437F.   Effect of administration on company's members  

           Division 4--Administrator investigates company's affairs

   438A.   Administrator to investigate affairs and consider possible  
   438B.   Directors to help administrator  
   438C.   Administrator's rights to company's books  
   438D.   Reports by administrator  

           Division 5--Meeting of creditors decides company's future

   439A.   Administrator to convene meeting and inform creditors  
   439B.   Conduct of meeting  
   439C.   What creditors may decide  

           Division 6--Protection of company's property during administration

   440A.   Winding up company  
   440B.   Charge unenforceable  
   440C.   Owner or lessor cannot recover property used by  
   440D.   Stay of proceedings  
   440E.   Administrator not liable in damages for refusing  
   440F.   Suspension of enforcement process  
   440G.   Duties of court officer in relation to property of  
   440H.   Lis pendens taken to exist  
   440J.   Administration not to trigger liability of director or relative  

           Division 7--Rights of chargee, owner or lessor

   441A.   Where chargee acts before or during decision period  
   441B.   Where enforcement of charge begins before  
   441C.   Charge on perishable property  
   441D.   Court may limit powers of chargee etc. in relation to charged  
   441E.   Giving a notice under a charge  
   441F.   Where recovery of property begins before  
   441G.   Recovering perishable property  
   441H.   Court may limit powers of receiver etc. in relation to property  
   441J.   Giving a notice under an agreement about property  
   441K.   Effect of Division  

           Division 8--Powers of administrator

   442A.   Additional powers of administrator  
   442B.   Dealing with property subject to a floating charge that has  
   442C.   When administrator may dispose of encumbered property  
   442D.   Administrator's powers subject to powers of chargee, receiver  
   442E.   Administrator has qualified privilege  
   442F.   Protection of persons dealing with administrator  

           Division 9--Administrator's liability and indemnity for debts of administration

   443A.   General debts  
   443B.   Payments for property used or occupied by, or in the possession  
   443BA.  Certain taxation liabilities  
   443C.   Administrator not otherwise liable for company's debts  
   443D.   Right of indemnity  
   443E.   Right of indemnity has priority over other debts  
   443F.   Lien to secure indemnity  

           Division 10--Execution and effect of deed of company arrangement

   444A.   Effect of creditors' resolution  
   444B.   Execution of deed  
   444C.   Creditor etc. not to act inconsistently with deed before its  
   444D.   Effect of deed on creditors  
   444E.   Protection of company's property from persons bound by  
   444F.   Court may limit rights of secured creditor or owner or  
   444G.   Effect of deed on company, officers and members  
   444H.   Extent of release of company's debts  

           Division 11--Variation, termination and avoidance of deed

   445A.   Variation of deed by creditors  
   445B.   Court may cancel variation  
   445C.   When deed terminates  
   445D.   When Court may terminate deed  
   445E.   Creditors may terminate deed and resolve that company be wound  
   445F.   Meeting of creditors to consider proposed variation or  
   445G.   When Court may void or validate deed  
   445H.   Effect of termination or avoidance  

           Division 12--Transition to creditors' voluntary winding up

   446A.   Administrator becomes liquidator in certain cases  
   446B.   Regulations may provide for transition in other cases  

           Division 13--Powers of Court

   447A.   General power to make orders  
   447B.   Orders to protect creditors during administration  
   447C.   Court may declare whether administrator validly  
   447D.   Administrator may seek directions  
   447E.   Supervision of administrator of company or deed  
   447F.   Effect of Division  

           Division 14--Qualifications of administrators

   448A.   Appointee must consent  
   448B.   Administrator must be registered liquidator  
   448C.   Disqualification of person connected with company  
   448D.   Disqualification of insolvent under administration  

           Division 15--Removal, replacement and remuneration of administrator

   449A.   Appointment of administrator cannot be revoked  
   449B.   Court may remove administrator  
   449C.   Vacancy in office of administrator of company  
   449D.   Vacancy in office of administrator of deed of company  
   449E.   Remuneration of administrator  

           Division 16--Notices about steps taken under Part

   450A.   Appointment of administrator  
   450B.   Execution of deed of company arrangement  
   450C.   Failure to execute deed of company arrangement  
   450D.   Termination of deed of company arrangement  
   450E.   Notice in public documents etc. of company  
   450F.   Effect of contravention of this Division  

           Division 17--Miscellaneous

   451A.   Appointment of 2 or more administrators of company  
   451B.   Appointment of 2 or more administrators of deed of company  
   451C.   Effect of things done during administration of company  
   451D.   Time for doing act does not run while act prevented by this  

   PART 5.4--WINDING UP IN INSOLVENCY

           Division 1--When company to be wound up in insolvency

   459A.   Order that insolvent company be wound up in insolvency  
   459B.   Order made on application under section 234, 462 or  
   459C.   Presumptions to be made in certain proceedings  
   459D.   Contingent or prospective liability relevant to whether company  

           Division 2--Statutory demand

   459E.   Creditor may serve statutory demand on company  
   459F.   When company taken to fail to comply with statutory  

           Division 3--Application to set aside statutory demand

   459G.   Company may apply  
   459H.   Determination of application where there is a dispute or  
   459J.   Setting aside demand on other grounds  
   459K.   Effect of order setting aside demand  
   459L.   Dismissal of application  
   459M.   Order subject to conditions  
   459N.   Costs where company successful  

           Division 4--Application for order to wind up company in insolvency

   459P.   Who may apply for order under section 459A  
   459Q.   Application relying on failure to comply with statutory  
   459R.   Period within which application must be determined  
   459S.   Company may not oppose application on certain grounds  
   459T.   Application to wind up joint debtors in insolvency  

   PART 5.4A--WINDING UP BY THE COURT ON OTHER GROUNDS

   461.    General grounds on which company may be wound up by  
   462.    Standing to apply for winding up  
   464.    Application for winding up in connection with investigation under  

   PART 5.4B--WINDING UP IN INSOLVENCY OR BY THE COURT

           Division 1--General

   465A.   Notice of application  
   465B.   Substitution of applicants  
   465C.   Applicant to be given notice of grounds for opposing  
   466.    Payment of preliminary costs etc.  
   467.    Court's powers on hearing application  
   467A.   Effect of defect or irregularity on application under  
   467B.   Court may order winding up of company that is being wound up  
   468.    Avoidance of dispositions of property, attachments etc.  
   469.    Application to be lis pendens  
   470.    Certain notices to be lodged  

           Division 1A--Effect of winding up order

   471.    Effect on creditors and contributories  
   471A.   Powers of other officers suspended during winding up  
   471B.   Stay of proceedings and suspension of enforcement  
   471C.   Secured creditor's rights not affected  

           Division 2--Court-appointed liquidators

   472.    Court to appoint official liquidator  
   473.    General provisions about liquidators  
   474.    Custody and vesting of company's property  
   475.    Report as to company's affairs to be submitted to  
   476.    Preliminary report by liquidator  
   477.    Powers of liquidator  
   478.    Application of property; list of contributories  
   479.    Exercise and control of liquidator's powers  
   480.    Release of liquidator and deregistration of company  
   481.    Orders for release or deregistration  

           Division 3--General powers of Court

   482.    Power to stay or terminate winding up  
   483.    Delivery of property to liquidator  
   484.    Appointment of special manager  
   485.    Claims of creditors and distribution of property  
   486.    Inspection of books by creditors and contributories  
   486A.   Court may make order to prevent officer or related entity from  
   486B.   Warrant to arrest person who is absconding, or who has dealt  
   487.    Power to arrest absconding contributory  
   488.    Delegation to liquidator of certain powers of Court  
   489.    Powers of Court cumulative  

   PART 5.5--VOLUNTARY WINDING UP

           Division 1--Resolution for winding up

   490.    When company cannot wind up voluntarily  
   491.    Circumstances in which company may be wound up  
   493.    Effect of voluntary winding up  
   494.    Declaration of solvency  

           Division 2--Members' voluntary winding up

   495.    Liquidators  
   496.    Duty of liquidator where company turns out to be  

           Division 3--Creditors' voluntary winding up

   497.    Meeting of creditors  
   498.    Power to adjourn meeting  
   499.    Liquidators  
   500.    Execution and civil proceedings  

           Division 4--Voluntary winding up generally

   501.    Distribution of property of company  
   502.    Appointment of liquidator  
   503.    Removal of liquidator  
   504.    Review of liquidator's remuneration  
   505.    Acts of liquidator valid etc.  
   506.    Powers and duties of liquidator  
   507.    Power of liquidator to accept shares etc. as consideration for  
   508.    Annual meeting of creditors  
   509.    Final meeting and deregistration  
   510.    Arrangement: when binding on creditors  
   511.    Application to Court to have questions determined or powers  
   512.    Costs  

   PART 5.6--WINDING UP GENERALLY

           Division 1--Preliminary

   513.    Application of Part  

           Division 1A--When winding up taken to begin

   513A.   Winding up ordered by the Court  
   513B.   Voluntary winding up  
   513C.   Section 513C day in relation to an administration under  
   513D.   Validity of proceedings in earlier winding up  

           Division 2--Contributories

   514.    Where Division applies  
   515.    General liability of contributory  
   516.    Company limited by shares  
   517.    Company limited by guarantee  
   518.    Company limited both by shares and by guarantee  
   519.    Exceptions for former unlimited company  
   520.    Past member: later debts  
   521.    Person ceasing to be a member a year or more before winding  
   522.    Present members to contribute first  
   523.    Past member of former unlimited company  
   524.    Past member of former limited company  
   526.    Liability on certain contracts  
   527.    Nature of contributory's liability  
   528.    Death of contributory  
   529.    Bankruptcy of contributory  

           Division 3--Liquidators

   530A.   Officers to help liquidator  
   530B.   Liquidator's rights to company's books  
   530C.   Warrant to search for, and seize, company's property or  
   531.    Books to be kept by liquidator  
   532.    Disqualification of liquidator  
   533.    Reports by liquidator  
   534.    Prosecution by liquidator of delinquent officers and  
   535.    When liquidator has qualified privilege  
   536.    Supervision of liquidators  
   537.    Notice of appointment and address of liquidator  
   538.    Regulations relating to money etc. received by  
   539.    Liquidator's accounts  
   540.    Liquidator to remedy defaults  

           Division 4--General

   541.    Notification that company is in liquidation  
   542.    Books of company  
   543.    Investment of surplus funds on general account  
   544.    Unclaimed money to be paid to ASIC  
   545.    Expenses of winding up where property insufficient  
   546.    Resolutions passed at adjourned meetings of creditors and  
   547.    Meetings to ascertain wishes of creditors or  

           Division 5--Committees of inspection

   548.    Convening of meetings by liquidator for appointment of committee  
   549.    Proceedings of committee of inspection  
   550.    Vacancies on committee of inspection  
   551.    Member of committee not to accept extra benefit  
   552.    Powers of Court where no committee of inspection  

           Division 6--Proof and ranking of claims

   553.    Debts or claims that are provable in winding up  
   553A.   Member cannot prove debt unless contributions paid  
   553AA.  Selling shareholder cannot prove debt unless documents  
   553B.   Insolvent companies—penalties and fines not generally  
   553C.   Insolvent companies—mutual credit and set-off  
   553D.   Debts or claims may be proved formally or informally  
   553E.   Application of Bankruptcy Act to winding up of insolvent  
   554.    General rule—compute amount as at relevant date  
   554A.   Determination of value of debts and claims of uncertain  
   554B.   Discounting of debts payable after relevant date  
   554C.   Conversion into Australian currency of foreign currency debts or  
   554D.   Application of Subdivision  
   554E.   Proof of debt by secured creditor  
   554F.   Redemption of security by liquidator  
   554G.   Amendment of valuation  
   554H.   Repayment of excess  
   554J.   Subsequent realisation of security  
   555.    Debts and claims proved to rank equally except as otherwise  
   556.    Priority payments  
   558.    Debts due to employees  
   559.    Debts of a class to rank equally  
   560.    Advances for company to make priority payments in respect of  
   561.    Priority of employees' claims over floating charges  
   562.    Application of proceeds of contracts of insurance  
   562A.   Application of proceeds of contracts of reinsurance  
   563.    Provisions relating to injury compensation  
   563AA.  Seller under a buy-back agreement  
   563A.   Member's debts to be postponed until other debts and claims  
   563AAA. Redemption of debentures  
   563B.   Interest on debts and claims from relevant date to date of  
   563C.   Debt subordination  
   564.    Power of Court to make orders in favour of certain  

           Division 7--Effect on certain transactions

   565.    Undue preference  
   566.    Effect of floating charge  
   567.    Liquidator's right to recover in respect of certain  

           Division 7A--Disclaimer of onerous property

   568.    Disclaimer by liquidator; application to Court by party to  
   568A.   Liquidator must give notice of disclaimer  
   568B.   Application to set aside disclaimer before it takes  
   568C.   When disclaimer takes effect  
   568D.   Effect of disclaimer  
   568E.   Application to set aside disclaimer after it has taken  
   568F.   Court may dispose of disclaimed property  

           Division 7B--Effect on enforcement process against company's property

   569.    Executions, attachments etc. before winding up  
   570.    Duties of sheriff after receiving notice of application  

           Division 9--Co-operation between Australian and foreign courts in external administration matters

   580.    Definitions  
   581.    Courts to act in aid of each other  

   PART 5.7--WINDING UP BODIES OTHER THAN COMPANIES

   582.    Application of Part  
   583.    Winding up Part 5.7 bodies  
   585.    Insolvency of Part 5.7 body  
   586.    Contributories in winding up of Part 5.7 body  
   587.    Power of Court to stay or restrain proceedings  
   588.    Outstanding property of defunct registrable body  

   PART 5.7B--RECOVERING PROPERTY OR COMPENSATION FOR THE BENEFIT OF CREDITORS OF INSOLVENT COMPANY

           Division 1--Preliminary

   588D.   Secured debt may become unsecured  
   588E.   Presumptions to be made in recovery proceedings  
   588F.   Certain taxation liabilities taken to be debts  

           Division 2--Voidable transactions

   588FA.  Unfair preferences  
   588FB.  Uncommercial transactions  
   588FC.  Insolvent transactions  
   588FD.  Unfair loans to a company  
   588FE.  Voidable transactions  
   588FF.  Courts may make orders about voidable transactions  
   588FG.  Transaction not voidable as against certain persons  
   588FGA. Directors to indemnify Commissioner of Taxation if certain  
   588FGB. Defences in proceedings under section 588FGA  
   588FH.  Liquidator may recover from related entity benefit resulting  
   588FI.  Creditor who gives up benefit of unfair preference may prove  
   588FJ.  Floating charge created within 6 months before relation-back  

           Division 3--Director's duty to prevent insolvent trading

   588G.   Director's duty to prevent insolvent trading by  
   588H.   Defences  

           Division 4--Director liable to compensate company

   588J.   On application for civil penalty order, Court may order  
   588K.   Criminal court may order compensation  
   588L.   Enforcement of order under section 588J or 588K  
   588M.   Recovery of compensation for loss resulting from insolvent  
   588N.   Avoiding double recovery  
   588P.   Effect of sections 588J, 588K and 588M  
   588Q.   Certificates evidencing contravention  
   588R.   Creditor may sue for compensation with liquidator's  
   588S.   Creditor may give liquidator notice of intention to sue for  
   588T.   When creditor may sue for compensation without liquidator's  
   588U.   Events preventing creditor from suing  

           Division 5--Liability of holding company for insolvent trading by subsidiary

   588V.   When holding company liable  
   588W.   Recovery of compensation for loss resulting from insolvent  
   588X.   Defences  

           Division 6--Application of compensation under Division 4 or 5

   588Y.   Application of amount paid as compensation  

           Division 7--Person managing a corporation while disqualified may become liable for corporation's debts

   588Z.   Court may make order imposing liability  

   PART 5.8--OFFENCES

   589.    Interpretation and application  
   590.    Offences by officers of certain companies  
   592.    Incurring of certain debts; fraudulent conduct  
   593.    Powers of Court  
   594.    Certain rights not affected  
   595.    Inducement to be appointed liquidator etc. of company  
   596.    Frauds by officers  

   PART 5.8A--EMPLOYEE ENTITLEMENTS

   596AA.  Object and coverage of Part  
   596AB.  Entering into agreements or transactions to avoid employee  
   596AC.  Person who contravenes section 596AB liable to compensate  
   596AD.  Avoiding double recovery  
   596AE.  Effect of section 596AC  
   596AF.  Employee may sue for compensation with liquidator's  
   596AG.  Employee may give liquidator notice of intention to sue for  
   596AH.  When employee may sue for compensation without liquidator's  
   596AI.  Events preventing employee from suing  

   PART 5.9--MISCELLANEOUS

           Division 1--Examining a person about a corporation

   596A.   Mandatory examination  
   596B.   Discretionary examination  
   596C.   Affidavit in support of application under  
   596D.   Content of summons  
   596E.   Notice of examination  
   596F.   Court may give directions about examination  
   597.    Conduct of examination  
   597A.   When Court is to require affidavit about corporation's  
   597B.   Costs of unnecessary examination or affidavit  

           Division 2--Orders against a person in relation to a corporation

   598.    Order against person concerned with corporation  

           Division 3--Provisions applying to various kinds of external administration

   600A.   Powers of Court where outcome of voting at creditors' meeting  
   600B.   Review by Court of resolution of creditors passed on casting  
   600C.   Court's powers where proposed resolution of creditors lost as  
   600D.   Interim order on application under section 600A, 600B or  
   600E.   Order under section 600A or 600B does not affect act  
   600F.   Limitation on right of suppliers of essential services to insist  
            

CHAPTER 5A--Deregistration, and transfer of registration, of companies
            

   PART 5A.1--DEREGISTRATION

   601AA.  Deregistration—voluntary  
   601AB.  Deregistration—ASIC initiated  
   601AC.  Deregistration—following amalgamation or winding up  
   601AD.  Effect of deregistration  
   601AE.  What ASIC does with the property  
   601AF.  ASIC's power to fulfil outstanding obligations of deregistered  
   601AG.  Claims against insurers of deregistered company  
   601AH.  Reinstatement  

   PART 5A.2--TRANSFER OF REGISTRATION

   601AI.  Transferring registration  
   601AJ.  Applying to transfer registration  
   601AK.  ASIC makes transfer of registration declaration  
   601AL.  ASIC to deregister company  
            

CHAPTER 5B--Bodies corporate registered as companies, and registrable bodies
            

   PART 5B.1--REGISTERING A BODY CORPORATE AS A COMPANY

           Division 1--Registration

   601BA.  Bodies corporate may be registered as certain types of  
   601BB.  Bodies registered as proprietary companies  
   601BC.  Applying for registration under this Part  
   601BD.  ASIC gives body ACN, registers as company and issues  
   601BE.  Registered office  
   601BF.  Name  
   601BG.  Constitution  
   601BH.  Modifications of constitution  
   601BJ.  ASIC may direct company to apply for Court approval for  
   601BK.  Establishing registers and minute books  
   601BL.  Registration of registered bodies  

           Division 2--Operation of this Act

   601BM.  Effect of registration under this Part  
   601BN.  Liability of members on winding up  
   601BP.  Bearer shares  
   601BQ.  References in pre-registration contracts and other documents to  
   601BR.  First AGM  
   601BS.  Modification by regulations  

   PART 5B.2--REGISTRABLE BODIES

           Division 1--Registrable Australian bodies

   601CA.  When a registrable Australian body may carry on business in  
   601CB.  Application for registration  
   601CC.  Cessation of business etc.  

           Division 2--Foreign companies

   601CD.  When a foreign company may carry on business in this  
   601CE.  Application for registration  
   601CF.  Appointment of local agent  
   601CG.  Local agent: how appointed  
   601CH.  Local agent: how removed  
   601CJ.  Liability of local agent  
   601CK.  Balance-sheets and other documents  
   601CL.  Cessation of business etc.  
   601CM.  Register of members of foreign company  
   601CN.  Register kept under section 601CM  
   601CP.  Notifying ASIC about register kept under  
   601CQ.  Effect of right to acquire shares compulsorily  
   601CR.  Index of members and inspection of registers  
   601CS.  Certificate as to shareholding  

           Division 3--Bodies registered under this Part

   601CT.  Registered office  
   601CU.  Certificate of registration  
   601CV.  Notice of certain changes  
   601CW.  Body's name etc. must be displayed at office and place of  
   601CX.  Service of documents on registered body  
   601CY.  Power to hold land  

           Division 4--Register of debenture holders for non-companies

   601CZA. Certain documents are debentures  
   601CZB. Register of debenture holders to be maintained by  
   601CZC. Location of register  
   601CZD. Application of sections 173 to 177  

   PART 5B.3--NAMES OF REGISTRABLE AUSTRALIAN BODIES AND FOREIGN COMPANIES

   601DA.  Reserving a name  
   601DB.  Acceptable abbreviations  
   601DC.  When a name is available  
   601DD.  Registered Australian bodies and registered foreign companies  
   601DE.  Using a name and ARBN  
   601DF.  Exception to requirement to have ARBN on receipts  
   601DG.  Regulations may exempt from requirement to set out information  
   601DH.  Notice of name change must be given to ASIC  
   601DJ.  ASIC's power to direct a registered name be changed  
            

CHAPTER 5C--Managed investment schemes
            

   PART 5C.1--REGISTRATION OF MANAGED INVESTMENT SCHEMES

   601EA.  Applying for registration  
   601EB.  Registration of managed investment scheme  
   601EC.  All documents etc. lodged with ASIC to bear ARSN  
   601ED.  When a managed investment scheme must be registered  
   601EE.  Unregistered schemes may be wound up  

   PART 5C.2--THE RESPONSIBLE ENTITY

           Division 1--Responsibilities and powers

   601FA.  Responsible entity to be public company and hold dealers  
   601FB.  Responsible entity to operate scheme  
   601FC.  Duties of responsible entity  
   601FD.  Duties of officers of responsible entity  
   601FE.  Duties of employees of responsible entity  
   601FF.  Surveillance checks by ASIC  
   601FG.  Acquisition of interest in scheme by responsible  
   601FH.  Liquidator etc. of responsible entity entitled to exercise  

           Division 2--Changing the responsible entity

   601FJ.  Changes only take effect when ASIC alters record of  
   601FK.  Requirements of section 601FA must be met  
   601FL.  Retirement of responsible entity  
   601FM.  Removal of responsible entity by members  
   601FN.  ASIC or scheme member may apply to Court for appointment of  
   601FP.  Appointment of temporary responsible entity by Court  
   601FQ.  Temporary responsible entity to take steps for appointment of  

           Division 3--Consequences of change of responsible entity

   601FR.  Former responsible entity to hand over books and provide  
   601FS.  Rights, obligations and liabilities of former responsible  
   601FT.  Effect of change of responsible entity on documents etc. to  

   PART 5C.3--THE CONSTITUTION

   601GA.  Contents of the constitution  
   601GB.  Constitution must be legally enforceable  
   601GC.  Changing the constitution  

   PART 5C.4--THE COMPLIANCE PLAN

   601HA.  Contents of the compliance plan  
   601HB.  Compliance plan may incorporate provisions from another  
   601HC.  Directors must sign lodged copy of compliance plan  
   601HD.  ASIC may require further information about compliance  
   601HE.  Changing the compliance plan  
   601HF.  ASIC may require consolidation of compliance plan to be  
   601HG.  Audit of compliance plan  
   601HH.  Removal and resignation of auditors  
   601HI.  Action on change of auditor of compliance plan  

   PART 5C.5--THE COMPLIANCE COMMITTEE

   601JA.  When is a compliance committee required?  
   601JB.  Membership of compliance committee  
   601JC.  Functions of compliance committee  
   601JD.  Duties of members  
   601JE.  Compliance committee members have qualified privilege in  
   601JF.  When can responsible entity indemnify compliance committee  
   601JG.  When can responsible entity pay insurance premiums for  
   601JH.  Proceedings of compliance committee  
   601JJ.  Disclosure of interests  

   PART 5C.6--MEMBERS' RIGHTS TO WITHDRAW FROM A SCHEME

   601KA.  Members' rights to withdraw  
   601KB.  Non-liquid schemes—offers  
   601KC.  Non-liquid schemes—only one withdrawal offer to be open at any  
   601KD.  Non-liquid schemes-how payments are to be made  
   601KE.  Non-liquid schemes-responsible entity may cancel withdrawal  

   PART 5C.7--RELATED PARTY TRANSACTIONS

   601LA.  Chapter 2E applies with modifications  
   601LB.  Replacement section 207  
   601LC.  Replacement section 208  
   601LD.  Omission of sections 213, 214 and 224  
   601LE.  Modification of section 225  

   PART 5C.8--EFFECT OF CONTRAVENTIONS (CIVIL LIABILITY AND VOIDABLE CONTRACTS)

   601MA.  Civil liability of responsible entity to members  
   601MB.  Voidable contracts where subscription offers and invitations  

   PART 5C.9--WINDING UP

   601NA.  Winding up required by scheme's constitution  
   601NB.  Winding up at direction of members  
   601NC.  Winding up if scheme's purpose accomplished or cannot be  
   601ND.  Winding up ordered by Court  
   601NE.  The winding up of the scheme  
   601NF.  Other orders about winding up  
   601NG.  Unclaimed money to be paid to ASIC  

   PART 5C.10--DEREGISTRATION

   601PA.  Deregistration-voluntary  
   601PB.  Deregistration by ASIC  
   601PC.  Reinstatement  

   PART 5C.11--EXEMPTIONS AND MODIFICATIONS

   601QA.  ASIC's power to make exemption and modification  
   601QB.  Modification by regulations  
            

CHAPTER 6--Takeovers
            

   602.    Purposes of Chapter  
   603.    Chapter extends to some listed bodies that are not  
   604.    Chapter extends to listed managed investment schemes  
   605.    Classes of securities  

   PART 6.1--PROHIBITED ACQUISITIONS OF RELEVANT INTERESTS IN VOTING SHARES

   606.    Prohibition on certain acquisitions of relevant interests in  
   607.    Effect on transactions  
   608.    Relevant interests in securities  
   609.    Situations not giving rise to relevant interests  
   610.    Voting power in a body corporate  

   PART 6.2--EXCEPTIONS TO THE PROHIBITION

   611.    Exceptions to the prohibition  
   612.    Effect of non-compliance with takeover rules for exceptions 1 to  
   613.    Bidder not to exercise voting rights if failure to send bids for  
   615.    Treatment of foreign holders under equal access issue—exception  

   PART 6.3--THE DIFFERENT TYPES OF TAKEOVER BID

   616.    Off-market bids and market bids  

   PART 6.4--FORMULATING THE TAKEOVER OFFER

           Division 1--General

   617.    Securities covered by the bid  
   618.    Offers must be for all or a proportion of securities in the bid  
   619.    General terms of the offer  
   620.    Off-market bid (offer formalities)  

           Division 2--Consideration for the offer

   621.    Consideration offered  
   622.    Escalation agreements  
   623.    Collateral benefits not allowed  

           Division 3--The offer period

   624.    Offer period  

           Division 4--Conditional offers

   625.    Conditional offers—general  
   626.    Maximum acceptance conditions in off-market bids  
   627.    Discriminatory conditions not allowed for off-market  
   628.    Conditions requiring payments to officers of target not allowed  
   629.    Conditions turning on bidder's or associate's opinion not allowed  
   630.    Defeating conditions  

   PART 6.5--THE TAKEOVER PROCEDURE

           Division 1--The overall procedure

   631.    Proposing or announcing a bid  
   632.    Overview of steps in an off-market bid  
   633.    Detailed steps in an off-market bid  
   634.    Overview of steps in a market bid  
   635.    Detailed steps in a market bid  

           Division 2--The bidder's statement

   636.    Bidder's statement content  
   637.    Bidder's statement formalities  

           Division 3--The target's response

   638.    Target's statement content  
   639.    Target's statement formalities  
   640.    Expert's report to accompany target's statement if bidder  
   641.    Target must inform bidder about securities holdings  
   642.    Expenses of directors of target companies  

           Division 4--Updating and correcting the bidder's statement and target's statement

   643.    Supplementary bidder's statement  
   644.    Supplementary target's statement  
   645.    Form of supplementary statement  
   646.    Consequences of lodging a supplementary statement  
   647.    To whom supplementary statement must be sent  

           Division 5--General rules on takeover procedure

   648A.   Experts' reports  
   648B.   Address at which bidder may send documents to holders of  
   648C.   Manner of sending documents to holders of securities  
   648D.   Constitution may contain proportional takeover approval  
   648E.   Resolution to be put if proportional bid made  
   648F.   Effect of rejection of approval resolution  
   648G.   Including proportional takeover provisions in  
   648H.   Effect of Subdivision  

   PART 6.6--VARIATION OF OFFERS

           Division 1--Market bids

   649A.   General  
   649B.   Market bids—raising bid price  
   649C.   Market bids—extending the offer period  

           Division 2--Off-market bids (express variation by bidder)

   650A.   General  
   650B.   Off-market bids—consideration offered  
   650C.   Off-market bids—extension of offer period  
   650D.   Off-market bids—method of making variation  
   650E.   Right to withdraw acceptance  
   650F.   Freeing off-market bids from defeating conditions  
   650G.   Contracts and acceptances void if defeating condition not  

           Division 3--Off-market bids (automatic variations)

   651A.   Off-market bid—effect on bid consideration of purchases made  
   651B.   How to make an election for new forms of consideration  
   651C.   Returning securities as part of election  

   PART 6.7--WITHDRAWAL AND SUSPENSION OF OFFERS

   652A.   Withdrawal of unaccepted offers under takeover bid  
   652B.   Withdrawal of takeover offers with ASIC consent  
   652C.   Withdrawal of market bids  

   PART 6.8--ACCEPTANCES

   653A.   Acceptance of offers made under off-market bid  
   653B.   Acceptances by transferees and nominees of offers made under  

   PART 6.9--OTHER ACTIVITIES DURING THE BID PERIOD

   654A.   Bidder not to dispose of securities during the bid  
   654B.   Disclosures about substantial shareholdings in listed  
   654C.   Disclosures about substantial shareholdings in unlisted  

   PART 6.10--REVIEW AND INTERVENTION

           Division 1--ASIC's power to exempt and modify

   655A.   ASIC's power to exempt and modify  
   655B.   Notice of decision and review rights  

           Division 2--The Corporations and Securities Panel

   656A.   Review of exercise of exemption or modification powers  
   656B.   Operation and implementation of a decision that is subject to  
   657A.   Declaration of unacceptable circumstances  
   657B.   When Panel may make declaration  
   657C.   Applying for declarations and orders  
   657D.   Orders that Panel may make following declaration  
   657E.   Interim orders  
   657EA.  Internal Panel reviews  
   657EB.  References by Courts  
   657F.   Offence to contravene Panel order  
   657G.   Orders by the Court where contravention or proposed  
   657H.   ASIC may publish report about application to Panel or  
   658A.   Power of Panel where a proceeding is frivolous or  
   658B.   Evidentiary value of findings of fact by Panel  
   658C.   Panel's power to make rules  
   658D.   Inconsistency between Panel rules and ASIC exemption or  

           Division 3--Court powers

   659A.   Panel may refer questions of law to the Court  
   659AA.  Object of sections 659B and 659C  
   659B.   Court proceedings before end of bid period  
   659C.   Court proceedings after end of bid period  
            

CHAPTER 6A--Compulsory acquisitions and buy-outs
            

   660A.   Chapter extends to some listed bodies that are not  
   660B.   Chapter extends to listed managed investment schemes  

   PART 6A.1--COMPULSORY ACQUISITIONS AND BUY-OUTS FOLLOWING TAKEOVER BID

           Division 1--Compulsory acquisition of bid class securities

   661A.   Compulsory acquisition power following takeover bid  
   661B.   Compulsory acquisition notice  
   661C.   Terms on which securities to be acquired  
   661D.   Holder may obtain names and addresses of other holders  
   661E.   Holder may apply to Court to stop acquisition  
   661F.   Signpost—completing the acquisition of the securities  

           Division 2--Compulsory buy-out of bid class securities

   662A.   Bidder must offer to buy out remaining holders of bid class  
   662B.   Bidder to tell remaining holders of their right to be bought  
   662C.   Right of remaining holder of securities in the bid class to be  

           Division 3--Compulsory buy-out of convertible securities

   663A.   Bidder must offer to buy out holders of convertible  
   663B.   Bidder to tell holders of convertible securities of their right  
   663C.   Right of holders of convertible securities to be bought  

   PART 6A.2--GENERAL COMPULSORY ACQUISITIONS AND BUY-OUTS

           Division 1--Compulsory acquisition of securities by 90% holder

   664A.   Threshold for general compulsory acquisition power  
   664AA.  Time limit on exercising compulsory acquisition power  
   664B.   The terms for compulsory acquisition  
   664C.   Compulsory acquisition notice  
   664D.   Benefits outside compulsory acquisition procedure  
   664E.   Holder's right to object to the acquisition  
   664F.   The Court's power to approve acquisition  
   664G.   Signpost—completing the acquisition of the securities  

           Division 2--Compulsory buy-out of convertible securities by 100% holder

   665A.   100% holder must offer to buy out holders of convertible  
   665B.   100% holder to tell holders of convertible securities of their  
   665C.   Right of holders of convertible securities to be bought  

           Division 3--Notice that person has become 85% holder of a class of securities

   665D.   Notice by 85% holder to company  
   665E.   Notice by company to other members  

   PART 6A.3--COMPLETION OF COMPULSORY ACQUISITION OF SECURITIES

   666A.   Completing the acquisition of securities  
   666B.   Statutory procedure for completion  

   PART 6A.4--EXPERTS' REPORTS AND VALUATIONS

   667A.   Expert's report  
   667AA.  Expert to be nominated  
   667B.   Expert must not be an associate and must disclose prior dealings  
   667C.   Valuation of securities  

   PART 6A.5--RECORDS OF UNCLAIMED CONSIDERATION

   668A.   Company's power to deal with unclaimed consideration for  
   668B.   Unclaimed consideration to be transferred to ASIC  

   PART 6A.6--ASIC POWERS

   669.    ASIC's power to exempt and modify  
            

CHAPTER 6B--Rights and liabilities in relation to Chapter 6 and 6A matters
            

   670A.   Misstatements in, or omissions from, takeover and compulsory  
   670B.   Right to recover for loss or damage resulting from  
   670C.   People liable on takeover or compulsory acquisition statement to  
   670D.   Defences against prosecutions under subsection 670A(3) and  
   670E.   Liability for proposing a bid or not carrying through with  
   670F.   Defences  
            

CHAPTER 6C--Information about ownership of listed companies and managed investment schemes
            

   671A.   Chapter extends to some listed bodies that are not  

   PART 6C.1--SUBSTANTIAL HOLDING INFORMATION

   671B.   Information about substantial holdings must be given to company,  
   671C.   Civil liability  

   PART 6C.2--TRACING BENEFICIAL OWNERSHIP OF SHARES

   672A.   Disclosure notices  
   672B.   Disclosure by member of relevant interests and  
   672C.   ASIC may pass information on to person who made  
   672D.   Fee for complying with a direction given by a company or scheme  
   672E.   No notice of rights  
   672F.   Civil liability  

   PART 6C.3--ASIC POWERS

   673.    ASIC's power to exempt and modify  
            

CHAPTER 6D--Fundraising
            

   PART 6D.1--APPLICATION OF THE FUNDRAISING PROVISIONS

   700.    Coverage of the fundraising rules  
   701.    Treatment of offers of interests in managed investment  
   702.    Treatment of offers of options over securities  
   703.    Chapter may not be contracted out of  

   PART 6D.2--DISCLOSURE TO INVESTORS ABOUT SECURITIES

           Division 1--Overview

   704.    When disclosure to investors is needed  
   705.    Types of disclosure document  

           Division 2--Offers that need disclosure to investors

   706.    Issue offers that need disclosure  
   707.    Sale offers that need disclosure  
   708.    Offers that do not need disclosure  

           Division 3--Types of disclosure documents

   709.    Prospectuses, short-form prospectuses, profile statements and  

           Division 4--Disclosure requirements

   710.    Prospectus content—general disclosure test  
   711.    Prospectus content—specific disclosures  
   712.    Prospectus content—short form prospectuses  
   713.    Special prospectus content rules for continuously quoted  
   714.    Contents of profile statement  
   715.    Contents of offer information statement  
   716.    Disclosure document date and consents  

           Division 5--Procedure for offering securities

   717.    Overview of procedure for offering securities  
   718.    Lodging of disclosure document  
   719.    Lodging supplementary or replacement document  
   720.    Consents needed for lodgment  
   721.    Offer must be made in, or accompanied by, the disclosure  
   722.    Application money to be held on trust  
   723.    Issuing or transferring the securities under a disclosure  
   724.    Choices open to person making the offer if disclosure document  
   725.    Expiration of disclosure document  

   PART 6D.3--PROHIBITIONS, LIABILITIES AND REMEDIES

           Division 1--Prohibitions and liabilities

   726.    Offering securities in a body that does not exist  
   727.    Offering securities without a current disclosure  
   728.    Misstatement in, or omission from, disclosure document  
   729.    Right to recover for loss or damage resulting from  
   730.    People liable on disclosure document to inform person making the  
   731.    Due diligence defence for prospectuses  
   732.    Lack of knowledge defence for offer information statements and  
   733.    General defences for all disclosure documents  
   734.    Restrictions on advertising and publicity  
   735.    Obligation to keep consents and other documents  
   736.    Securities hawking prohibited  

           Division 2--Remedies

   737.    Remedies for investors  
   738.    Securities may be returned and refund obtained  

   PART 6D.4--ASIC'S POWERS

   739.    ASIC stop orders  
   740.    Anti-avoidance determinations  
   741.    ASIC's power to exempt and modify  
            

CHAPTER 7--Securities
            

   PART 7.1--INTERPRETATION

   760.    Effect of this Part  
   761.    Definitions  
   762.    Conduct  
   763.    Odd lot  
   764.    References to doing acts  
   765.    Misleading representation  
   766.    Trading in securities  

   PART 7.1A--THE AUSTRALIAN STOCK EXCHANGE LIMITED

           Division 2--Limitations on holding shares in the Exchange

   766E.   Unacceptable ownership situation  
   766F.   Causing an unacceptable ownership situation  
   766G.   Exchange's obligation to avoid unacceptable ownership  
   766H.   Remedial orders  
   766I.   This Division extends to things outside Australia etc.  

   PART 7.2--SECURITIES EXCHANGES AND STOCK MARKETS

   767.    Conducting unauthorised stock markets  
   769.    Approval of stock exchange  
   769A.   Ongoing requirements to be observed by securities  
   769B.   Minister's directions to comply with ongoing  
   769C.   Annual report by securities exchange about compliance with  
   769D.   Special report by securities exchange about compliance with  
   770.    Approval of approved securities organisation  
   770A.   Approval of special stock markets for unquoted prescribed  
   770B.   Section 770A stock markets—separate markets exist in  
   770C.   Section 770A stock markets—regulations may make additional  
   771.    Exempt stock market  
   772.    Publication of instruments executed under section 769, 770,  
   772A.   Business rules bind securities exchange and its  
   772B.   Self-listing by securities exchanges  
   773.    Auction, by licensed auctioneer, of forfeited shares  
   774.    ASIC to be notified of amendments to rules  
   775.    ASIC's power to prohibit trading in particular  
   776.    Securities exchanges to provide assistance to ASIC  
   777.    Power of Court to order compliance with or enforcement of  
   778.    Gaming and wagering laws not applicable to certain contracts and  
   779.    Qualified privilege  

   PART 7.2A--THE SECURITIES CLEARING HOUSE

   779A.   Interpretation  
   779B.   Approval of securities clearing house  
   779C.   ASIC to be notified of amendments of business rules  
   779D.   Securities clearing house to assist ASIC  
   779E.   Securities clearing house to notify ASIC of disciplinary  
   779F.   SCH business rules have effect as contract  
   779G.   Power of Court to order compliance with provisions of SCH  
   779H.   Qualified privilege in respect of disciplinary  
   779J.   Provision of settlement facilities not a securities business  

   PART 7.3--PARTICIPANTS IN THE SECURITIES INDUSTRY

           Division 1--Dealers, investment advisers and operators of managed investment schemes

   780.    Dealers  
   781.    Investment advisers  
   782.    Application for a licence  
   783.    Grant of licence to natural person  
   784.    Grant of licence to body corporate  
   785.    Effect of certain provisions  
   786.    Conditions of licence  
   787.    Licensee to notify breach of licence condition  
   788.    Giving information and statements to ASIC  
   789.    Register of Licence Holders  
   790.    Notifying change in particulars  
   791.    Annual statement of licensee  
   792.    Time for lodging annual statement  
   793.    ASIC may extend period for lodging statement  

           Division 2--Agreements with unlicensed persons

   794.    Certain persons not clients  
   795.    Agreements with unlicensed persons  
   798.    Client may give notice of rescission  
   799.    Effect of notice under section 798  
   799A.   Client may apply to Court for partial rescission  
   800.    Court may make consequential orders  
   801.    Agreement unenforceable against client  
   802.    Non-licensee not entitled to recover commission  
   803.    Onus of establishing non-application of section 801 or  
   804.    Client may recover commission paid to non-licensee  
   805.    Remedies under this Division additional to other  

           Division 3--Representatives

   806.    Representatives of dealers  
   807.    Representatives of investment advisers  
   808.    Defence  
   809.    Body corporate not to act as representative  
   810.    Licensee to keep register of holders of proper  
   811.    Licensee to notify ASIC of location and contents of  
   812.    Inspection and copying of register  
   813.    Disclosure to non-dealer  
   814.    ASIC may require production of authority  
   815.    ASIC may give licensee information about representative  
   816.    Holder of authority may be required to return it  

           Division 4--Liability of principals for representatives' conduct

   817.    Conduct engaged in as a representative  
   818.    Liability where identity of principal unknown  
   819.    Liability of principals where act done in reliance on  
   820.    Presumptions about certain matters  
   821.    No contracting out of liability for representative's  
   822.    Effect of Division  

           Division 5--Excluding persons from the securities industry

   824.    Power to revoke, without a hearing, licence held by natural  
   825.    Power to revoke, without a hearing, licence held by body  
   825A.   Power to revoke responsible entity's licence without a  
   826.    Power to revoke licence after a hearing  
   827.    Power to suspend licence instead of revoking it  
   828.    Power to make banning order where licence revoked or  
   829.    Power to make banning order against unlicensed person  
   830.    Nature of banning order  
   831.    Exceptions to banning order  
   832.    Variation or revocation of banning order on application  
   833.    Revocation of banning order in certain cases  
   834.    Effect and publication of orders under this Division  
   835.    Contravention of banning order  
   836.    Banned person ineligible for licence  
   837.    Opportunity for hearing  
   838.    Disqualification by the Court  
   839.    Effect of orders under section 838  

   PART 7.4--CONDUCT OF SECURITIES BUSINESS

           Division 1--Regulation of certain activities

   841.    Certain representations prohibited  
   842.    Issue of contract notes  
   843.    Dealings and transactions on a dealer's own account  
   844.    Dealer to give priority to clients' orders  
   845.    Dealings by employees of holders of licences  

           Division 2--Short selling of securities

   846.    Short selling  
   847.    ASIC's power to prohibit short selling in certain cases  

           Division 3--Recommendations about securities

   848.    Recommendation made by partner or officer  
   849.    Client to be told if adviser's interests may influence  
   850.    Defences to alleged breach of subsection 849(2)  
   851.    Adviser must have reasonable basis for recommendation  
   852.    Adviser who breaches this Division liable to compensate  
   853.    Qualified privilege for adviser when complying with this  

   PART 7.5--DEALERS' FINANCIAL STATEMENTS AND AUDIT

   854.    Interpretation  
   855.    Application of Part  
   856.    Dealers' financial records  
   857.    Appointment of auditor by dealer  
   858.    Removal and resignation of auditors  
   859.    Fees and expenses of auditors  
   860.    Dealer's accounts  
   861.    Auditor to report to ASIC on certain matters  
   862.    Securities exchange to report to ASIC on certain  
   863.    Qualified privilege for auditor  
   864.    Securities exchange may impose additional obligations on  

   PART 7.6--MONEY AND SCRIP OF DEALERS' CLIENTS

   865.    Interpretation  
   865A.   Application of Part  
   866.    Dealer to keep trust account  
   867.    What is to be paid into dealer's trust account  
   868.    When money to be paid into trust account  
   869.    Withdrawals from trust account  
   870.    Withdrawal against uncleared cheque  
   871.    Trust money not available in respect of dealer's own  
   872.    Money lent to dealer  
   873.    Scrip in dealer's custody  
   874.    Court may freeze certain bank accounts of dealers and former  
   875.    Interim order freezing bank accounts  
   876.    Duty of banker to make full disclosure  
   877.    Further orders and directions  
   878.    Power of Court to make order relating to payment of  

   PART 7.7--REGISTERS OF INTERESTS IN SECURITIES

   879.    Interpretation  
   880.    Application of Part  
   881.    Register to be maintained  
   882.    ASIC to be notified of certain matters on establishment of  
   883.    ASIC to be notified of changes in certain matters  
   884.    Defences  
   885.    ASIC's power to require production of Register  
   886.    ASIC's power to require certain information  
   887.    ASIC's power to supply copy of Register  

   PART 7.8--DEPOSITS WITH STOCK EXCHANGES

   888.    Interpretation  
   889.    Deposits to be lodged by member organisations  
   890.    Deposit to be proportion of trust account balance  
   891.    Deposits to be invested by stock exchange  
   892.    Accounts in respect of deposits  
   893.    Claims not affected by this Part  

   PART 7.9--FIDELITY FUNDS

   894.    Interpretation  
   895.    Fidelity funds  
   896.    Money constituting fidelity fund  
   897.    Fund to be kept in separate ADI account  
   898.    Payments out of fund  
   899.    Payment to the credit of the fidelity fund of a futures exchange  
   900.    Accounts of fund  
   901.    Management sub-committee  
   902.    Contributions to fund  
   903.    Provisions where fund exceeds $2,000,000  
   904.    Levy in addition to annual contributions  
   905.    Power of securities exchange to make advances to fund  
   906.    Investment of fund  
   907.    Application of fund  
   908.    Claims against the fund  
   909.    Rights of innocent partner in relation to fund  
   910.    Notice calling for claims against fund  
   911.    Power of board to settle claims  
   912.    Form of order of Court establishing claim  
   913.    Power of securities exchange to require production of  
   914.    Subrogation of securities exchange to rights etc. of claimant on  
   915.    Payment of claims only from fund  
   916.    Provision where fund insufficient to meet claims or where claims  
   917.    Power of securities exchange to enter into contracts of insurance  
   918.    Application of insurance money  

   PART 7.10--THE NATIONAL GUARANTEE FUND

           Division 1--Interpretation

   920.    Interpretation  
   921.    Excluded persons  
   922.    Becoming insolvent  
   923.    Permitted investments  
   924.    Transfer of securities etc. and payment of money  
   924A.   Novation of agreements  
   924B.   Attributing securities and payments to transactions  
   925A.   Minister to nominate SEGC  
   926.    SEGC's functions and powers under this Part  
   927.    Management sub-committee  
   927A.   Sub-delegation by management sub-committee  
   928.    ASIC to be notified of amendments to business rules  

           Division 3--The National Guarantee Fund

   928A.   Interpretation—borrowing  
   928B.   Continuation of National Guarantee Fund  
   929.    SEGC to keep Fund  
   930.    Property constituting Fund  
   930A.   Power to borrow etc. for purposes of the Fund  
   930B.   Money borrowed and paid to SEGC  
   930C.   Money borrowed and not paid to SEGC  
   931.    Fund to be kept in separate ADI account  
   932.    Payments out of Fund  
   933.    Accounts of Fund  
   934.    Investment of Fund  
   935.    Interest and profits from investment of Fund  
   936.    Minimum amount of Fund  

           Division 4--Levies where Fund less than minimum amount

   937.    Definition  
   938.    Levy on transactions  
   939.    Revocation of levy on transactions  
   940.    Levy on participating exchanges  
   941.    Levy by participating exchange on members or member  

           Division 5--Securities industry development accounts

   943.    Interpretation  
   944.    Payments where Fund exceeds minimum amount  
   945.    Payments into and out of development account  
   946.    Investment  
   947.    Accounts  

           Division 6--Contract guarantees

   948.    Definitions  
   948A.   Effect of using a transfer delivery service  
   949.    Claim by selling dealer in respect of default by buying  
   950.    Claim by buying dealer in respect of default by selling  
   950A.   Effect of novation, under business rules, of agreement for  
   951.    Claim by selling client in respect of default by selling  
   952.    Claim by buying client in respect of default by buying  
   952A.   Cash settlement of claims—SCH-regulated transfers  
   953.    Cash settlement of claims—transfers other than SCH-regulated  
   954.    Making of claims  

           Division 6A--Securities loans guarantees

   954A.   Interpretation—general definitions  
   954B.   Interpretation—guaranteed securities loan and related  
   954C.   Effect of using a transfer delivery service  
   954D.   Claim by lender in respect of borrower's failure to discharge  
   954E.   Effect of novation, under business rules, of guaranteed  
   954F.   How and when claim to be made  
   954G.   How claim in respect of securities or non-money security  
   954H.   How claim in respect of an amount of money is to be  

           Division 6B--Claims in respect of net obligations

   954L.   Interpretation  
   954M.   Effect of using a transfer delivery service  
   954N.   Claim in respect of failure to pay net amount in respect of  
   954P.   Claim in respect of failure to transfer net number of securities  
   954Q.   How and when claim to be made  
   954R.   How claim under subsection 954N(1) is to be satisfied  
   954S.   How claim under subsection 954P(2) is to be satisfied  
   954T.   How claim under subsection 954P(3) is to be satisfied  

           Division 6C--Transfer delivery service guarantees

   954W.   Interpretation  
   954X.   Claims in respect of default by TDS nominee  
   954Y.   How and when claim to be made  
   954Z.   How claim under subsection 954X(2) is to be satisfied  
   954ZA.  How claim under subsection 954X(3) is to be satisfied  

           Division 7--Unauthorised transfer

   955.    Interpretation  
   955A.   Extended application of Division to non-marketable  
   956.    Situations to which Division applies  
   957.    Claim by transferor  
   958.    Claim by transferee or sub-transferee  
   959.    How and when claim may be made  
   960.    How claim is to be satisfied  
   961.    Discretionary further compensation to transferor  

           Division 7A--Contraventions of SCH certificate cancellation provisions

   961C.   Interpretation  
   961D.   Claim in respect of contravention of SCH certificate  
   961E.   How and when claim may be made  
   961F.   How claim is to be satisfied  
   961G.   Discretionary further compensation  

           Division 8--Claims in respect of insolvent members

   962.    Interpretation  
   963.    Claim in respect of property entrusted to, or received by, dealer  
   964.    Cash settlement of claims where property unobtainable  
   965.    Ordering of alternative claims and prevention of double  
   966.    No claim in respect of money lent to dealer  
   967.    No claim in certain other cases  
   968.    Limits of compensation  
   969.    Making of claims  

           Division 9--General provisions relating to claims

   970.    Power of SEGC to allow and settle claim  
   970A.   Claimant may be required to exercise right of set-off  
   970B.   Effect of set-off on claim  
   971.    Successful claimant entitled to costs and disbursements  
   972.    Interest  
   972A.   Discretion to pay amounts not received etc. because of failure  
   973.    Application of Fund in respect of certain claims  
   974.    Allowing of claim not to constitute admission  
   975.    SEGC to notify claimant where claim disallowed  
   976.    Proceedings in the Court  
   977.    Arbitration of amount of cash settlement of certain  
   978.    Form of order of Court establishing claim  
   979.    Power of Board to require production of securities etc.  
   980.    Subrogation of SEGC to claimant's rights etc.  
   981.    Payment of claims only from Fund  
   982.    SEGC may enter into contracts of insurance or indemnity  
   983.    Instalment payments  
   983A.   ASIC's power to modify effect of claims Divisions  

           Division 10--Transitional

   984.    Definitions  
   985.    Assets and liabilities of joining exchange's fidelity  
   986.    Final accounts in respect of joining exchange's fidelity  
   987.    Application of liability provisions in relation to transferred  

   PART 7.11--CONDUCT IN RELATION TO SECURITIES

           Division 2--Prohibited conduct

   995.    Misleading or deceptive conduct  
   995A.   Application of State Fair Trading Acts provisions  
   997.    Stock market manipulation  
   998.    False trading and market rigging transactions  
   999.    False or misleading statements in relation to  
   1000.   Fraudulently inducing persons to deal in securities  
   1001.   Dissemination of information about illegal transactions  
   1001A.  Continuous disclosure—listed disclosing entities  
   1001B.  Continuous disclosure—unlisted disclosing entities  
   1001C.  Sections 1001A and 1001B—when information is generally  
   1001D.  Sections 1001A and 1001B—material effect on price or  

           Division 2A--Insider trading

   1002.   Application of Division  
   1002A.  Securities  
   1002B.  Information generally available  
   1002C.  Material effect on price or value of securities  
   1002D.  Trading, and procuring trading, in securities  
   1002E.  Information in possession of officer of body  
   1002F.  Information in possession of partner or employee of  
   1002G.  Prohibited conduct by person in possession of inside  
   1002H.  Exception for withdrawal from registered scheme  
   1002J.  Exception for underwriters  
   1002K.  Exception for purchase pursuant to legal requirement  
   1002L.  Exception for information communicated pursuant to a legal  
   1002M.  Chinese wall arrangements by bodies corporate  
   1002N.  Chinese wall arrangements by partnerships etc.  
   1002P.  Exception for knowledge of person's own intentions or  
   1002Q.  Exception for bodies corporate  
   1002R.  Exception for officers or agents of body corporate  
   1002S.  Transactions by holder of dealers licence or a representative  
   1002T.  Prosecutions and defences  
   1002U.  Powers of court  

           Division 4--Civil liability

   1005.   Civil liability for contravention of this Part  
   1013.   Liability for insider trading  
   1014.   Liability for other unlawful market activity  
   1015.   Amount recoverable  

   PART 7.13--TITLE TO, AND TRANSFER OF, SECURITIES

           Division 1--Title to securities

   1085.   Nature of shares and other interests  
   1086.   Numbering shares  
   1087.   Certificate to be evidence of title  
   1089.   Loss or destruction of certificates  

           Division 2--Transfer of securities

   1090.   Definition  
   1091.   Instrument of transfer  
   1091AA. Transmission of shares on death (replaceable rule—see  
   1091AB. Transmission of shares on bankruptcy (replaceable  
   1091A.  Rights of trustee of estate of bankrupt shareholder  
   1091B.  Transmission of shares on mental incapacity (replaceable  
   1091C.  Trustee etc. may be registered as owner of shares  
   1091D.  Registration of transfers (replaceable rule—see  
   1091E.  Additional general discretion for directors of proprietary  
   1092.   Registration of transfer at request of transferor  
   1093.   Notice of refusal to register transfer  
   1094.   Remedy for refusal to register transfer or  
   1095.   Certification of transfers  
   1096.   Duties of company with respect to issue of  
   1096A.  Notices relating to non-beneficial and beneficial ownership of  

           Division 3--Transfer of marketable securities and marketable rights

   1097.   Interpretation  
   1097A.  Quoted securities and rights  
   1097B.  SCH business rules may extend meaning of quoted securities or  
   1097C.  ASIC may declare that Act applies to securities as if they were  
   1097D.  Transfer that substantially complies with SCH business  
   1098.   Document duly completed in accordance with a particular  
   1099.   Stamping of documents  
   1099A.  Subdivision does not apply to SCH-regulated transfers  
   1100.   Sufficient transfers  
   1101.   What is a sufficient transfer of marketable securities or  
   1102.   What is a sufficient transfer by an authorised trustee  
   1103.   Transferee's execution of transfer of marketable  
   1104.   Transferee's execution of transfer of marketable  
   1105.   Effect where document purports to bear transferor's broker's  
   1106.   Warranties by securities exchange where document purports to  
   1107.   Indemnities by securities exchange and broker where documents  
   1108.   Joint and several warranties and liabilities  
   1109.   Registration of certain instruments  
   1109A.  Member organisation's authority to enter into transaction  
   1109B.  Authority to enter into transaction gives authority to  
   1109C.  Effect of proper SCH transfer  
   1109D.  Effect of proper SCH transfer on transferee  
   1109E.  Warranties by member organisation whose identification code is  
   1109F.  Indemnities in respect of warranted matters  
   1109G.  Joint and several warranties and liabilities  
   1109J.  Securities clearing house entitled to assume its business rules  
   1109K.  SCH-regulated transfer not to be registered unless proper SCH  
   1109L.  Issuing body not to refuse to register proper SCH  
   1109M.  Trustees and legal representatives may be SCH participants  
   1109N.  Determination of who holds quoted securities for the purposes  
   1109P.  Determination of who holds quoted securities for the purposes  
   1110.   Operation of Division  
   1111.   Occupation need not appear in transfer document, register  
   1112.   Offences: stamping of broker's stamp on sufficient  
   1112A.  Offences: inclusion of identification codes in proper SCH  
   1112B.  Offences: contravention by broker of the SCH certificate  
   1112C.  Civil liability: contravention by broker of the SCH certificate  
   1112D.  Issuer protected from civil liability for broker's  

           Division 4--Exemptions and modifications

   1113.   ASIC's general powers  
   1113A.  ASIC's power to extend application of Division 3  

   PART 7.14--MISCELLANEOUS

   1114.   Power of Court to make certain orders  
   1115.   Restrictions on use of titles "stockbroker",  
   1116.   Preservation and disposal of records etc.  
   1117.   Concealing etc. of books relating to securities  
   1118.   Falsification of records  
   1119.   Precautions against falsification of records  
            

CHAPTER 8--The Futures Industry
            

   PART 8.1--INTERPRETATION

   1120.   Business rules: futures association  
   1121.   Business rules: clearing house  
   1122.   Business rules: futures exchange  

   PART 8.2--FUTURES EXCHANGES, CLEARING HOUSES AND FUTURES ASSOCIATIONS

           Division 1--Futures exchanges and exempt futures markets

   1123.   Conducting unauthorised futures markets  
   1126.   Approval of futures exchange  
   1127.   Exempt futures market  

           Division 2--Clearing houses

   1128.   When a person may provide clearing house facilities  
   1131.   Approval of clearing house  

           Division 3--Futures associations

   1132.   Approval of futures association  
   1133.   Suspension or cancellation of approval  

           Division 4--General

   1134.   Publication of certain instruments  
   1135.   Appeal to the Court against certain decisions of futures  
   1136.   ASIC to be notified of amendments of business rules  
   1137.   Orderly markets in futures contracts—functions and powers of  
   1138.   Orderly markets in futures contracts—ASIC's powers  
   1139.   Futures exchanges and others to assist ASIC  
   1140.   Power of Court to order observance or enforcement of business  
   1141.   Gaming and wagering laws not applicable to certain futures  
   1141A.  Qualified privilege in respect of disciplinary  

   PART 8.3--PARTICIPANTS IN THE FUTURES INDUSTRY

           Division 1--Futures brokers and futures advisers

   1142.   Futures brokers  
   1143.   Futures advisers  
   1144.   Application for a licence  
   1144A.  Grant of licence to natural person  
   1145.   Grant of licence to body corporate  
   1145A.  Effect of certain provisions  
   1147.   Conditions of licence: general  
   1148.   Conditions of futures brokers licence: membership of futures  
   1149.   Conditions of futures brokers licence: assets and  
   1150.   Conditions of licence: supervision of representatives  
   1151.   Revocation and variation of licence conditions  
   1152.   Futures organisations to be informed about conditions of futures  
   1153.   Licensee to notify breach of licence condition  
   1154.   ASIC may require licensed futures broker to give  
   1155.   Register of Futures Licensees  
   1156.   Notifying change in particulars  
   1157.   Annual statement of licensee  
   1158.   Time for lodging annual statement  

           Division 2--Agreements with unlicensed persons

   1159.   Excluded clients  
   1160.   Agreement about a dealing in breach of  
   1161.   Agreement with corporation acting in breach of  
   1164.   Client may give notice of rescission  
   1165.   Effect of notice under section 1164  
   1165A.  Client may apply to Court for partial rescission  
   1166.   Court may make consequential orders  
   1167.   Agreement unenforceable against client  
   1168.   Non-licensee not entitled to recover commission  
   1169.   Onus of establishing non-application of section 1167 or  
   1170.   Client may recover commission paid to non-licensee  
   1171.   Remedies under this Division additional to other  

           Division 3--Futures representatives

   1172.   Representatives of futures brokers  
   1173.   Representatives of futures advisers  
   1174.   Defence  
   1175.   Body corporate not to act as representative  
   1176.   Licensee to keep register of holders of proper  
   1177.   Licensee to notify ASIC of location and contents of  
   1178.   Inspection and copying of register  
   1180.   ASIC may require production of authority  
   1181.   ASIC may give licensee information about  
   1182.   Holder of authority may be required to return it  

           Division 4--Liability of principals for representatives' conduct

   1183.   Conduct engaged in as a representative  
   1184.   Liability where identity of principal unknown  
   1185.   Liability of principals where act done in reliance on  
   1186.   Presumptions about certain matters  
   1187.   No contracting out of liability for representative's  
   1188.   Effect of Division  

           Division 5--Excluding persons from the futures industry

   1189A.  Power to revoke, without a hearing, licence held by natural  
   1190.   Power to revoke, without a hearing, licence held by body  
   1191.   Power to revoke licence after a hearing  
   1192.   Power to suspend licence instead of revoking it  
   1192A.  Power to make banning order where licence revoked or  
   1193.   Power to make banning order against unlicensed person  
   1194.   Nature of banning order  
   1195.   Exceptions to banning order  
   1196.   Variation or revocation of banning order on  
   1197.   Revocation of banning order in certain cases  
   1198.   Effect and publication of orders under this Division  
   1199.   Contravention of banning order  
   1199A.  Banned person ineligible for licence  
   1200.   Opportunity for hearing  
   1201.   Disqualification by the Court  
   1202.   Effect of orders under section 1201  

   PART 8.4--CONDUCT OF FUTURES BUSINESS

   1204.   Certain representations prohibited  
   1205.   Undesirable advertising  
   1205A.  Application of sections 1206 and 1207: exempt  
   1206.   Issue of contract notes  
   1207.   Futures broker to give monthly statement to client  
   1208.   Dealings by futures broker on own account  
   1209.   Segregation of client money and property  
   1210.   Futures broker to give certain information to prospective  

   PART 8.5--FINANCIAL STATEMENTS AND AUDIT

   1211.   Interpretation  
   1212.   Application of Part  
   1213.   Accounts to be kept by futures brokers  
   1214.   Property in custody of futures broker  
   1215.   Appointment of auditor by futures broker  
   1216.   Removal and resignation of auditors  
   1217.   Fees and expenses of auditors  
   1218.   Futures brokers' accounts  
   1219.   Auditor's right of access to records, information etc.  
   1220.   Auditor to report to ASIC in certain cases  
   1221.   Certain matters to be reported to ASIC  
   1222.   Defamation  
   1223.   This Part not to affect right of futures exchange or futures  
   1224.   Power of Court to restrain dealings with futures broker's bank  
   1225.   Duty of banker or body corporate to make full  
   1226.   Power of Court to make further orders and give  
   1227.   Power of Court to make order relating to payment of  

   PART 8.6--FIDELITY FUNDS

   1228.   Establishment of fidelity funds  
   1229.   Money constituting fidelity fund  
   1230.   Fund to be kept in separate ADI account  
   1231.   Payments out of fund  
   1232.   Accounts of fund  
   1233.   Management sub-committee  
   1234.   Contributions to fund  
   1235.   Levy in addition to annual contributions  
   1236.   Levy not payable in certain cases  
   1237.   Power of futures organisation to make advances to fund  
   1238.   Investment of fund  
   1239.   Application of fund  
   1240.   Claims against fund  
   1241.   Rights of innocent partner in relation to fund  
   1242.   Notice calling for claims against fund  
   1243.   Power of board to settle claims  
   1244.   Form of order of Court establishing claim  
   1245.   Power of Board to require production of documents etc.  
   1246.   Subrogation of futures organisation to rights etc. of claimant  
   1247.   Payment of claims only from fund  
   1248.   Provisions where fund insufficient to meet claims or where  
   1249.   Power of futures organisation to enter into contracts of  
   1250.   Application of insurance money  

   PART 8.7--OFFENCES

           Division 1--Insider dealing

   1251.   Futures contract concerning a body corporate  
   1252.   Person connected with a body corporate  
   1253.   Persons precluded from dealing  
   1254.   Body corporate precluded from dealing when officer  
   1255.   Exceptions: licensed futures brokers  
   1256.   Prohibitions where dealing precluded  
   1257.   Defence where other party to dealing also had the inside  

           Division 2--General

   1258.   Dealings by futures broker on behalf of others  
   1259.   Futures market manipulation  
   1260.   False trading and market rigging  
   1261.   False or misleading statements etc.  
   1262.   Fraudulently inducing person to deal in futures  
   1263.   Dissemination of information about illegal  
   1264.   Fraud in connection with dealings in futures contracts  
   1265.   Compensation for loss etc.  
   1266.   Sequence of transmission and execution of orders  
   1267.   Dealings by employees of futures brokers and futures  

   PART 8.8--MISCELLANEOUS

   1268.   Power of Court to make certain orders  
   1269.   Restrictions on use of titles "futures broker", "futures  
   1270.   Preservation and disposal of records etc.  
   1271.   Concealing etc. books relating to futures contracts  
   1272.   Falsification of records  
   1273.   Precautions against falsification of records  
            

CHAPTER 9--Miscellaneous
            

   PART 9.1--REGISTERS AND REGISTRATION OF DOCUMENTS

   1274.   Registers  
   1274AA. Register of disqualified company directors and other  
   1274A.  Obtaining information from certain registers  
   1274B.  Use, in court proceedings, of information from ASIC's national  
   1274C.  ASIC certificate  
   1275.   Relodging of lost registered documents  

   PART 9.2--REGISTRATION OF AUDITORS AND LIQUIDATORS

           Division 1--Interpretation

   1276.   Definitions  

           Division 2--Registration

   1279.   Application for registration as auditor or liquidator  
   1280.   Registration of auditors  
   1281.   Auditor-General taken to be registered as auditor  
   1282.   Registration of liquidators  
   1283.   Registration of official liquidators  
   1284.   Security to be given by liquidators  
   1285.   Register of Auditors  
   1286.   Registers of Liquidators and Official Liquidators  
   1287.   Notification of certain matters  
   1288.   Triennial statements by registered auditors and  
   1289.   Auditors and other persons to enjoy qualified privilege in  

           Division 3--Cancellation or suspension of registration

   1290.   Cancellation at request of registered person  
   1291.   Official liquidators  
   1292.   Powers of Board in relation to auditors and  
   1294.   Board to give opportunity for hearing etc.  
   1295.   Board may remove suspension  
   1296.   Notice of Board's decision  
   1297.   Time when Board's decision comes into effect  
   1298.   Effect of suspension  

   PART 9.3--BOOKS

   1300.   Inspection of books  
   1301.   Location of books on computers  
   1302.   Location of registers  
   1303.   Court may compel compliance  
   1304.   Translations of instruments  
   1305.   Admissibility of books in evidence  
   1306.   Form and evidentiary value of books  
   1307.   Falsification of books  

   PART 9.4--OFFENCES

           Division 1--Specific offences

   1308.   False or misleading statements  
   1309.   False information etc.  
   1310.   Obstructing or hindering ASIC etc.  

           Division 2--Offences generally

   1311.   General penalty provisions  
   1312.   Penalties for bodies corporate  
   1313.   Penalty notices  
   1313A.  Offences committed partly in and partly out of the  
   1314.   Continuing offences  
   1315.   Proceedings: how taken  
   1316.   Time for instituting criminal proceedings  
   1316A.  Privilege against self-incrimination not available to bodies  
   1317.   Certain persons to assist in prosecutions  

   PART 9.4A--REVIEW BY ADMINISTRATIVE APPEALS TRIBUNAL OF CERTAIN DECISIONS

   1317A.  Definitions  
   1317B.  Applications for review  
   1317C.  Excluded decisions  
   1317D.  Notice of reviewable decision and review rights  

   PART 9.4B--CIVIL CONSEQUENCES OF CONTRAVENING CIVIL PENALTY PROVISIONS

   1317E.  Declarations of contravention  
   1317F.  Declaration of contravention is conclusive evidence  
   1317G.  Pecuniary penalty orders  
   1317H.  Compensation orders  
   1317J.  Who may apply for a declaration or order  
   1317K.  Time limit for application for a declaration or order  
   1317L.  Civil evidence and procedure rules for declarations of  
   1317M.  Civil proceedings after criminal proceedings  
   1317N.  Criminal proceedings during civil proceedings  
   1317P.  Criminal proceedings after civil proceedings  
   1317Q.  Evidence given in proceedings for penalty not admissible in  
   1317R.  ASIC requiring person to assist  
   1317S.  Relief from liability for contravention of civil penalty  

   PART 9.5--POWERS OF COURTS

   1318.   Power to grant relief  
   1319.   Power of Court to give directions with respect to meetings  
   1321.   Appeals from decisions of receivers, liquidators etc.  
   1322.   Irregularities  
   1323.   Power of Court to prohibit payment or transfer of money,  
   1324.   Injunctions  
   1324A.  Provisions relating to prosecutions  
   1324B.  Order to disclose information or publish  
   1325.   Other orders  
   1325A.  Orders if contravention of Chapter 6, 6A, 6B or  
   1325B.  Court may order bidder to make offers  
   1325C.  Unfair or unconscionable agreements, payments or  
   1325D.  Contravention due to inadvertence etc.  
   1325E.  Orders to secure compliance  
   1326.   Effect of sections 1323, 1324 and 1325  
   1327.   Power of Court to punish for contempt of Court  

   PART 9.6--PROCEEDINGS

   1330.   ASIC's power to intervene in proceedings  
   1331.   Civil proceedings not to be stayed  
   1332.   Standard of proof  
   1333.   Evidence of contravention  
   1335.   Costs  
   1336.   Vesting of property  

   PART 9.6A--JURISDICTION AND PROCEDURE OF COURTS

           Division 1--Civil jurisdiction

   1337A.  Operation of Division  
   1337B.  Jurisdiction of Federal Court and State and Territory Supreme  
   1337C.  Jurisdiction of Family Court and State Family Courts  
   1337D.  Jurisdiction of courts (decisions to prosecute and related  
   1337E.  Jurisdiction of lower courts  
   1337F.  Appeals  
   1337G.  Courts to act in aid of each other  
   1337H.  Transfer of proceedings by the Federal Court and State and  
   1337J.  Transfer of proceedings by Family Court and State Family  
   1337K.  Transfer of proceedings in lower courts  
   1337L.  Further matters for a court to consider when deciding whether  
   1337M.  Transfer may be made at any stage  
   1337N.  Transfer of documents  
   1337P.  Conduct of proceedings  
   1337Q.  Rights of appearance  
   1337R.  Limitation on appeals  
   1337S.  Rules of the Federal Court  
   1337T.  Rules of the Supreme Court  
   1337U.  Rules of the Family Court  

           Division 2--Vesting and cross-vesting of criminal jurisdiction

   1338A.  Operation of Division  
   1338B.  Jurisdiction of courts  
   1338C.  Laws to be applied  

   PART 9.7--UNCLAIMED PROPERTY

   1339.   ASIC to deal with unclaimed property  
   1340.   ASIC not liable to pay calls on shares etc.  
   1341.   Disposition of money in unclaimed money account  
   1342.   Commonwealth or ASIC not liable for loss or damage  
   1343.   Disposal of securities if whereabouts of holder  
   1343A.  Disposal of interests in registered scheme if whereabouts of  

   PART 9.9--MISCELLANEOUS

   1345A.  Minister may delegate prescribed functions and powers under  
   1346.   Non-application of rule against perpetuities to certain  
   1348.   Operation of Life Insurance Act  
   1350.   Compensation for compulsory acquisition  

   PART 9.10--FEES FOR CHARGEABLE MATTERS

   1351.   Fees for chargeable matters  
   1354.   Lodgment of document without payment of fee  
   1355.   Doing act without payment of fee  
   1356.   Effect of sections 1354 and 1355  
   1359.   Waiver and refund of fees  
   1360.   Debts due to the Commonwealth  
   1362.   Payment of fee does not give right to inspect or  

   PART 9.12--REGULATIONS

   1363.   Definitions  
   1364.   Power to make regulations  
   1365.   Scope of particular regulations  
   1366.   Verifying or certifying documents  
   1367.   Documents lodged by an agent  
   1368.   Exemptions from Chapter 6D, 7 or 8  
   1369.   Penalty notices  
   1369A.  State termination of reference  
            

CHAPTER 10--Transitional provisions
            

   PART 10.1--TRANSITION FROM THE OLD CORPORATIONS LEGISLATION

           Division 1--Preliminary

   1370.   Object of Part  
   1371.   Definitions  
   1372.   Relationship of Part with State validation Acts  
   1373.   References to things taken or deemed to be the case  
   1374.   Existence of several versions of old corporations legislation  
   1375.   Penalty units in respect of pre-commencement conduct remain at  
   1376.   Ceasing to be a referring State does not affect previous  

           Division 2--Carrying over registration of companies

   1377.   Division has effect subject to Division 7  
   1378.   Existing registered companies continue to be  

           Division 3--Carrying over the old Corporations Regulations

   1379.   Division has effect subject to Division 7  
   1380.   Old Corporations Regulations continue to have effect  

           Division 4--Court proceedings and orders

   1381.   Division has effect subject to Division 7  
   1382.   Definitions  
   1383.   Treatment of court proceedings under or related to the old  
   1384.   Treatment of court proceedings under or related to the old  
   1385.   References to proceedings and orders in the new corporations  

           Division 5--Other specific transitional provisions

   1386.   Division has effect subject to Division 7  
   1387.   Certain applications lapse on the commencement  
   1388.   Carrying over the Partnerships and Associations Application  
   1389.   Evidentiary certificates  
   1390.   Preservation of nomination of body corporate as SEGC  
   1391.   Preservation of identification of satisfactory records  
   1392.   Retention of information obtained under old corporations  
   1393.   Transitional provisions relating to section 1351  
   1394.   Transitional provisions relating to securities exchange fidelity  
   1395.   Transitional provisions relating to National Guarantee Fund  
   1396.   Transitional provisions relating to futures organisation  

           Division 6--General transitional provisions relating to other things done etc. under the old corporations legislation

   1397.   Limitations on scope of this Division  
   1398.   Provisions of this Division may have an overlapping  
   1399.   Things done by etc. carried over provisions continue to have  
   1400.   Creation of equivalent rights and liabilities to those that  
   1401.   Creation of equivalent rights and liabilities to those that  
   1402.   Old corporations legislation time limits etc.  
   1403.   Preservation of significance etc. of events or  
   1404.   References in the new corporations legislation generally include  
   1405.   References in the new corporations legislation to that  
   1406.   Carrying over references to corresponding previous  
   1407.   References to old corporations legislation in  
   1408.   Old transitional provisions continue to have their  

           Division 7--Regulations dealing with transitional matters

   1409.   Regulations may deal with transitional matters  
           SCHEDULE 2 - Forms of Transfer of Marketable Securities and Marketable Rights
           SCHEDULE 3 - Penalties
           SCHEDULE 4 - Transfer of financial institutions and friendly societies