Commonwealth Numbered Acts

CORPORATE LAW REFORM ACT 1992 No. 210 of 1992 - SECT 121

121. After section 1091 of the Corporations Law the following section is
inserted: Rights of trustee of estate of bankrupt shareholder

"1091A.(1) Where:

   (a)  because of the Bankruptcy Act 1966, a share in a company, being part
        of the property of a bankrupt, vests in the trustee of the bankrupt's
        estate; and

   (b)  the bankrupt is the registered holder of that share; this section
        applies whether or not the trustee has been registered as the holder
        of the share.

"(2) On producing such information as the company's directors properly
require, the trustee is entitled to:

   (a)  the same dividends and other benefits; and

   (b)  the same rights, for example, but without limitation, rights in
        relation to:

        (i)    meetings of the company; or

        (ii)   documents, including notices of such meetings; or

        (iii)  voting; or

        (iv)   inspection of the company's records; as the bankrupt would be
               entitled to if he or she were not a bankrupt.

"(3) The trustee has the same rights:

   (a)  to transfer the share; and

   (b)  to require a person to do an act or give a consent in connection with
        completing or registering a transfer of the share; as the bankrupt
        would have if he or she were not a bankrupt.

"(4) If the trustee transfers the share, the transfer is as valid as if the
trustee had been registered as the holder of the share when the trustee
executed the instrument of transfer.

"(5) A person or body whose consent or approval is required for the transfer
of shares in the company must not unreasonably withhold consent or approval
for the transfer of the share by the trustee.

"(6) A person who contravenes subsection (5) is not guilty of an offence.

"(7) If:

   (a)  the company's constitution requires:

        (i)    the share to be offered for purchase to a member of the
               company; or

        (ii)   an invitation to buy the share to be issued to such a member;
               and

   (b)  as at the end of a reasonable period after the trustee so offers the
        share, or so issues such an invitation, no such member has agreed to
        buy the share from the trustee at a reasonable price; the trustee may
        sell and transfer the share to a person other than such a member.

"(8) A provision of the company's constitution is void as against the trustee
in so far as, apart from this section, it would affect rights attached to the
share:

   (a)  because the bankrupt is a bankrupt; or

   (b)  because of some event that led to the bankrupt becoming, or that
        indicated that the bankrupt was about to become, or might be about to
        become, a bankrupt; or

   (c)  for reasons including a reason referred to in paragraph (a) or (b).

"(9) Nothing in this section limits the generality of anything else in it.

"(10) This section has effect despite anything in the company's
constitution.".