(1) A corporation must not advertise or publish:
(a) a statement of the
amount of its capital that is misleading; or
(b) a statement in which the total of all amounts paid and unpaid on shares in
the company is stated but the amount of paid up capital or the amount of any
charge on uncalled capital is not stated.
(2) A person who, in a document required by or for the purposes of this Act or
lodged with or submitted to ASIC, makes or authorises the making of a
statement that to the person's knowledge is false or misleading in a material
particular, or omits or authorises the omission of any matter or thing without
which the document is to the person's knowledge misleading in a material
respect, is guilty of an offence.
(3) A person who makes or authorises the making of a statement that is based
on information that to the person's knowledge:
- (a)
- is false or misleading in
a material particular; or
- (b)
- has omitted from it a matter or thing the omission of which renders the
information misleading in a material respect;
is, for the purposes of subsection (2), taken to have made or authorised
the making of a statement that to the person's knowledge was false or
misleading in a material particular.
(3A) A person is not liable to be proceeded against for an offence in
consequence of a regulation made under section 1364 as well as for an
offence against subsection (2) of this section.
(4) A person who, in a document required by or for the purposes of this Act or
lodged:
- (a)
- makes or authorises the making of a statement that is false or
misleading in a material particular; or
- (b)
- omits or authorises the omission of any matter or thing without which the
document is misleading in a material respect;
without having taken reasonable steps to ensure that the statement was not
false or misleading or to ensure that the statement did not omit any matter or
thing without which the document would be misleading, as the case may be, is
guilty of an offence.
(5) A person who makes or authorises the making of a statement without having
taken reasonable steps to ensure that the information on which the statement
was based:
- (a)
- was not false or misleading in a material particular; and
- (b)
- did not have omitted from it a matter or thing the omission of which would
render the information misleading in a material respect;
is, for the purposes of subsection (4), taken to have made or authorised
the making of a statement without having taken reasonable steps to ensure that
the statement was not false or misleading.
(6) For the purposes of subsections (2) and (4), where:
- (a)
- at a
meeting, a person votes in favour of a resolution approving, or otherwise
approves, a document required by or for the purposes of this Act or required
to be lodged; and
- (b)
- the document contains a statement that, to the person's knowledge, is
false or misleading in a material particular, or omits any matter or thing
without which the document is, to the person's knowledge, misleading in a
material respect;
the person is taken to have authorised the making of the statement or the
omission of the matter or thing.
(7) For the purposes of this section, a statement, report or other document
that:
- (a)
- relates to affairs of a company or of a subsidiary of a company;
and
- (b)
- is not itself required by this Act to be laid before the company in
general meeting; and
- (c)
- is attached to or included with a report of the directors sent under
section 314 to members of the company or laid before the company at an
annual general meeting of the company;
is taken to be part of the report referred to in paragraph (c).
(8) A person must not, in connection with an application for a securities
licence or futures licence:
- (a)
- make a statement that is false or misleading
in a material particular knowing it to be false or misleading; or
- (b)
- omit to state any matter or thing knowing that because of that omission
the application is misleading in a material respect.
Commonwealth Numbered Acts