Commonwealth Numbered Acts

COMPANY LAW REVIEW ACT 1998 NO. 61, 1998 - SCHEDULE 2--Consequential

1 Section 9 (definition of abbreviation)

Repeal the definition.

2 Section 9

Insert:

ACN (short for "Australian Company Number") is the number given by the ASC to a company on registration (see sections 118 and 601BD).

3 Section 9

Insert:

ARBN (short for "Australian Registered Body Number") is the number given by the ASC to a registrable body on registration under Part 5B.2.

4 Section 9 (definition of articles )

Repeal the definition.

5 Section 9 (definition of available )

Repeal the definition.

6 Section 9 (definition of company )

Omit "incorporated" (first and second occurring), substitute "registered".

7 Section 9 (paragraph (a) of the definition of company )

Omit "220".

8 Section 9 (after paragraph (c) of the definition of company )

Insert:

(ca) in Part 5B.1 includes an unincorporated registrable body; and

Repeal the definition.

10 Section 9 (definition of company limited by guarantee )

Omit "by the memorandum".

11 Section 9 (definition of company limited by shares )

Omit "by the memorandum".

12 Section 9 (paragraph (a) of the definition of constitution )

Repeal the paragraph, substitute:

(a) in the case of a company or a recognised company--the constitution referred to in section 136; or

Repeal the paragraph, substitute:

(a) in relation to a company (other than a no liability company):

(i) a person liable as a member or past member to contribute to the property of the company if it is wound up; and

(ii) for a company with share capital--a holder of fully paid shares in the company; and

(iii) before the final determination of the persons who are contributories because of subparagraphs (i) and (ii)--a person alleged to be such a contributory; and

Repeal the paragraph.

15 Section 9 (definition of Division 1 company )

Repeal the definition.

16 Section 9 (definition of Division 2 company )

Repeal the definition.

17 Section 9 (definition of Division 2 or 3 company )

Repeal the definition.

18 Section 9 (definition of Division 3 company )

Repeal the definition.

19 Section 9 (definition of Division 4 company )

Repeal the definition.

20 Section 9 (definition of eligible negotiable instrument )

Omit " eligible ".

21 Section 9 (definition of incorporate )

Repeal the definition.

22 Section 9 (definition of incorporated in Australia )

Repeal the definition, substitute:

incorporated in Australia , in relation to a body corporate, includes incorporated by or under a law of the Commonwealth, a State or the Capital Territory.

23 Section 9

Insert:

incorporation :

(a) of a company or of a recognised company--means the company's first registration under the Corporations Law of any jurisdiction; and

(b) of any other incorporated body--means the body's incorporation by or under a law (other than this law or a corresponding previous law).

Repeal the definition, substitute:

limited company means a company limited by shares or a company limited by guarantee but does not include a no liability company.

25 Section 9 (at the end of the definition of member )

Add:

; or (c) in relation to a company registered under the Corporations Law of any jurisdiction--a person who is a member under section 246A.

Repeal the definition.

27 Section 9 (definition of mining company )

Repeal the definition.

28 Section 9 (definition of no liability company )

Repeal the definition, substitute:

no liability company means a company that is registered as, or converts to, a no liability company under this Law.

Note 1: A no liability company can be registered under section 118, 601BD or 1362B. A company can convert to a no liability company under Part 2B.7.

Note 2: A no liability company must have solely mining purposes and have no contractual right to recover unpaid calls (see subsection 112(2).

Repeal the definition.

30 Section 9 (definition of open )

Repeal the definition.

31 Section 9 (definition of paid up )

Repeal the definition.

32 Section 9 (paragraph (c) of the definition of public company )

Repeal the paragraph, substitute:

(c) in Chapter 2E and section 1376 does not include a company that does not have "Limited" in its name because of section 150 or 151.

Repeal the definition, substitute:

register means register under this Law.

34 Section 9 (definition of registration application )

Repeal the definition.

35 Section 9 (definition of registration day )

Repeal the definition.

36 Section 9 (definition of registration number )

Repeal the definition.

37 Section 9 (definition of reserve )

Repeal the definition.

38 Section 9 (definition of sign )

Repeal the definition.

39 Section 9

Insert:

standard opening hours means 10 am to 12 noon and 2 pm to 4 pm each business day.

40 Section 9 (definition of Table A )

Repeal the definition.

41 Section 9 (definition of Table A proprietary company )

Repeal the definition.

42 Section 9 (definition of Table B )

Repeal the definition.

43 Section 9 (definition of unlimited company )

Repeal the definition, substitute:

unlimited company means a company whose members have no limit placed on their liability.

44 Subsection 45A(1)

Repeal the subsection, substitute:

(1) A proprietary company is a company that is registered as, or converts to, a proprietary company under this Law.

Note 1: A proprietary company can be registered under section 118, 601BD or 1362B. A company can convert to a proprietary company under Part 2B.7.

Note 2: A proprietary company must:

_ have no more than 50 non-employee shareholders

_ not do anything that would require lodgment of a prospectus under Part 7.12 (except in limited circumstances).

(see section 113).

Repeal the section.

46 Subsection 88A(1)

Omit "body corporate", substitute "body".

47 Subsection 88A(2)

Omit "body corporate", substitute "body".

48 Section 95

Repeal the section.

49 Section 99A

Repeal the section.

50 Subsection 100(1)

Omit "requires a notice to be lodged of", substitute "requires a notice to be lodged of, or information in an application to specify".

51 Paragraph 100(1)(d)

Omit "notice" (twice occurring), substitute "notice or application".

52 Subsection 100(2)

Omit "notice", substitute "notice or application".

53 Paragraph 103(2)(a)

Repeal the paragraph, substitute:

(a) a contravention of section 115, 232A, 232B, 243H, 243ZE, 601CA, 601CD or of Chapter 8; or

Omit "a provision of this Law", substitute "a provision of this Law other than the replaceable rules".

55 Section 109X

Repeal the section, substitute:

SECT 109X Service of documents (1) For the purposes of any law, a document may be served on a company or recognised company by:

(a) leaving it at, or posting it to, the company's registered office; or

(b) delivering a copy of the document personally to a director of the company who resides in Australia or in an external Territory; or

(c) if a liquidator of the company has been appointed--leaving it at, or posting it to, the address of the liquidator's office in the most recent notice of that address lodged with the ASC; or

(d) if an administrator of the company has been appointed--leaving it at, or posting it to, the address of the administrator in the most recent notice of that address lodged with the ASC.

(a) in their capacity as a director or company secretary; or

(b) for the purposes of a proceeding in respect of conduct they engaged in as a director or company secretary.

(4) For the purposes of this Law, a document may be served on an individual by:

(a) delivering it to the person personally; or

(b) leaving it at, or posting it to, the residential or business address of the person last known to the person serving the document.

(6) This section does not affect the operation of a law or the power of a court to authorise a document to be served in a different way.

(7) This section applies to provisions of a law dealing with service whether it uses the expression "serve" or uses any other similar expression such as "give" or "send".

56 Subsection 216E(1)

Repeal the subsection, substitute:

(1) A register kept under this Chapter must be kept at:

(a) the company's registered office; or

(b) the company's principal place of business in Australia; or

(c) a place in Australia (whether of the company or of someone else) where the work involved in maintaining the register is done; or

(d) another place in Australia approved by the ASC.

Repeal the paragraph, substitute:

(a) established at a place that is neither the company's registered office nor its principal place of business; or

Omit "office", substitute "place".

59 Subsection 216E(2)

Omit "an office at".

60 Paragraph 216J(1)(c)

Repeal the paragraph, substitute:

(c) relevant to the holding of the interests recorded in the register or the exercise of the rights attaching to them; or

Repeal the section.

62 Section 223

Repeal the section.

63 Paragraphs 224(1)(a) and (b)

Repeal the paragraphs.

64 At the end of subsection 224(1)

Add:

; or (i) cannot manage the company because of their mental incapacity and is a person whose estate or property has had a personal representative or trustee appointed to administer it.

Repeal the subsection.

66 Subsection 224(7)

Repeal the subsection.

67 Subsection 224A(4)

Omit "articles of association", substitute "constitution".

68 After section 224A

Insert:

SECT 224B Single director/shareholder proprietary companies Section applies to single director/shareholder proprietary companies

(1) This section applies to a proprietary company while its only director is also its only shareholder.

Appointment of director

(2) The director may appoint another director by recording the appointment and signing the record.

Powers and duties of director

(3) The director may exercise all the powers of the company except any powers that this Law or the company's constitution (if any) requires the company to exercise in general meeting. The business of the company is to be managed by or under the direction of the director.

Note: For example, the director may issue shares, borrow money and issue debentures.

(4) The director may sign, draw, accept, endorse or otherwise execute a negotiable instrument. The director may determine that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.

Director's remuneration

(5) The director is to be paid any remuneration for being a director that the company determines by resolution. The company may also pay the director's travelling and other expenses properly incurred by the director in connection with the company's business.

SECT 224C Company may appoint a director (replaceable rule--see section SECT 135) A company may appoint a person as a director by resolution passed in general meeting.

SECT 224D Directors may appoint other directors (replaceable rule--see section 135) Appointment by other directors

(1) The directors of a company may appoint a person as a director. A person can be appointed as a director in order to make up a quorum for a directors' meeting even if the total number of directors of the company is not enough to make up that quorum.

Proprietary company--confirmation by meeting within 2 months

(2) If a person is appointed under this section as a director of a proprietary company, the company must confirm the appointment by resolution within 2 months after the appointment is made. If the appointment is not confirmed, the person ceases to be a director of the company at the end of those 2 months.

Public company--confirmation by next AGM

(3) If a person is appointed under this section as a director of a public company, the company must confirm the appointment by resolution at the company's next AGM. If the appointment is not confirmed, the person ceases to be a director of the company at the end of the AGM.

69 Subsection 225(5)

Omit "articles", substitute "constitution".

70 After section 226

Insert:

SECT 226A Powers of directors (replaceable rule--see section 135) (1) The business of a company is to be managed by or under the direction of the directors.

(2) The directors may exercise all the powers of the company except any powers that this Law or the company's constitution (if any) requires the company to exercise in general meeting.

Note: For example, the directors may issue shares, borrow money and issue debentures.

(2) The directors may determine that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.

SECT 226C Managing director (replaceable rule--see section 135) (1) The directors of a company may appoint 1 or more of themselves to the office of managing director of the company for the period, and on the terms (including as to remuneration), as the directors see fit.

(2) A person ceases to be managing director if they cease to be a director.

(3) The directors may confer on a managing director any of the powers that the directors can exercise.

(4) The directors may revoke or vary:

(a) an appointment; or

(b) any of the powers conferred on the managing director.

(2) A committee must exercise the powers delegated to it in accordance with any directions of the directors. The effect of the committee exercising a power in this way is the same as if the directors exercised it.

Note: The delegation must be recorded in the company's minute book (see section 251A).

(a) may by resolution remove a director from office; and

(b) may by resolution appoint another person as a director instead.

Omit "articles", substitute "constitution".

72 Subsection 227(12)

Omit "articles", substitute "company's constitution".

73 After section 227

Insert:

SECT 227A Director may resign by giving written notice to company (replaceable rule--see section 135) A director of a company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.

74 Paragraph 228(9)(a)

Omit "articles", substitute "constitution".

75 Paragraph 228(9)(a)

Omit "provide", substitute "provides".

76 Subsection 228(10)

Omit "articles", substitute "constitution".

77 Subsection 228(10)

Omit "provide", substitute "provides".

78 Subsection 228(12)

Omit "memorandum or articles", substitute "constitution".

79 Subsection 229(3)

Omit "this Part", substitute "this Chapter".

80 Subsection 229(8)

Omit "Part", substitute "Chapter".

81 Subsection 230(4)

Omit "Part", substitute "Chapter".

82 After subsection 231(1)

Insert:

Director interested in contract with proprietary company (replaceable rule--see section 135)

(1A) If a director of a proprietary company has an interest in a contract or proposed contract with the company (other than as a member) and the director discloses the nature and extent of the interest at a meeting of the directors:

(a) the director may vote on whether the company enters into the contract; and

(b) the contract may be entered into; and

(c) the director may vote on matters involving the contract; and

(d) if the disclosure is made before the contract is entered into:

(i) the director may retain benefits under the contract even though the director has an interest in the contract; and

(ii) the company cannot avoid the contract merely because of the existence of the interest.

Omit "articles", substitute "constitution".

84 Subsection 231(9)

Omit "articles", substitute "constitution".

85 After section 236

Insert:

SECT 236A Remuneration of directors (replaceable rule--see section SECT 135) (1) The directors of a company are to be paid the remuneration that the company determines by resolution.

Note: Chapter 2E makes special provision for the payment of remuneration to the directors of public companies.

(a) in attending directors' meetings or any meetings of committees of directors; and

(b) in attending any general meetings of the company; and

(c) in connection with the company's business.

Omit "articles"(twice occurring), substitute "constitution".

87 Subsection 238(2)

Omit "articles" (twice occurring), substitute "constitution".

88 After subsection 240(4)

Insert:

Terms and conditions of office (replaceable rule--see section 135)

(4A) A secretary holds office on the terms and conditions (including as to remuneration) that the directors determine.

89 Subsection 240(5)

Omit "and accessible".

90 Subsection 240(7)

Omit "memorandum or articles", substitute "company's constitution".

91 Subsection 240(7A)

Omit "Subject to subsection (7B), subsection (7)", substitute "Subsection (7)".

92 Subsection 240(7B)

Repeal the subsection.

93 Subsection 241(1A)

Omit "memorandum, articles", substitute "constitution".

94 Section 242

Repeal the section, substitute:

SECT 242 Notice of name and address of directors and secretaries to ASC New directors or secretaries

(1) A company must lodge with the ASC a notice of the personal details of a director or secretary within 14 days after they are appointed. The notice must be in the prescribed form.

Note: If a person becomes a director under subsection 120(1) there is no appointment and no notice is required under this subsection.

(2) The personal details of a director or secretary are:

(a) their given and family names; and

(b) all of their former given and family names; and

(c) their date and place of birth; and

(d) their address.

Note: For address see section 242AA.

(3) The company must lodge with the ASC notice of any change in the personal details of a director or secretary within 14 days after the change. The notice must be in the prescribed form.

Notice required if person stops being a director or secretary

(4) If a person stops being a director or secretary of the company, the company must lodge with the ASC notice of the fact within 14 days. The notice must be in the prescribed form.

SECT 242AA Address for officers Address is normally residential address

(1) A person's address for the purposes of a notice or application under subsection 143(2), 242(1) or 242(3) or section 117 or 601BC must be their usual residential address unless they are entitled to have an alternative address substituted for their usual residential address under subsection (2).

Entitlement to have alternative address

(2) The person is entitled to have an alternative address substituted for their usual residential address if:

(a) their name, but not their residential address, is on an electoral roll under the Commonwealth Electoral Act 1918 because of section 104 of that Act; or

(b) their name is not on an electoral roll under that Act and the ASC determines, in writing, that including their residential address in the notice or application would put at risk their personal safety or the personal safety of members of their family.

Note: See subsection 109X(2) on the status of the alternative address as an address for service.

(a) before or at the same time as the alternative address is first included in a notice or application, lodge with the ASC notice of the person's usual residential address; and

(b) lodge with the ASC notice of any change in the person's usual residential address within 14 days after the change.

(4) If a court gives a judgment for payment of a sum of money against a person who is taking advantage of subsection (2), the ASC may give details of the person's usual residential address to an officer of the court for the purposes of enforcing the judgment debt.

95 Paragraph 260(5)(a)

Omit ", or a company limited both by shares and by guarantee".

96 Paragraph 341(h)

Omit "a registration number distinct from the registration number", substitute "an ARBN distinct from the ARBN or ACN".

97 Paragraph 341(h)

Omit "under Part 2.2, this Part or a law corresponding to Part 2.2 or to this Part", substitute "as a company or registered body under the Corporations Law of any jurisdiction".

98 Paragraph 344(j)

Omit "a registration number distinct from the registration number", substitute "an ARBN distinct from the ARBN or ACN".

99 Paragraph 344(j)

Omit "under Part 2.2, this Part or a law corresponding to Part 2.2 or to this Part", substitute "as a company or registered body under the Corporations Law of any jurisdiction".

100 Section 358

Repeal the section.

101 Paragraph 359(1)(b)

Repeal the paragraph, substitute:

(b) otherwise--each business day from at least 10 am to 12 noon and from at least 2 pm to 4 pm;

Repeal the paragraph.

103 Subsections 362(1A), (2), (3), (3A), (4), (4A), (5), (6), (7) and (8)

Repeal the subsections.

Note: The heading to section 362 of the Corporations Law is replaced by the heading: " Body's name etc. must be displayed at office and place of business ".

Omit ", notwithstanding subsection 171(8)".

105 Subsection 411(11)

Omit "memorandum" (first occurring), substitute "constitution".

106 Subsection 411(11)

Omit all the words after "been made".

107 Subsection 418(4)

Repeal the subsection, substitute:

Note: See section 1362CF for appointments made before the introduction of the Corporations Law.

Omit "eligible".

109 Subsection 428(2)

Omit "eligible".

110 Subsection 436A(1)

Omit "under its common seal".

111 Subsection 442F(1)

Omit "164 and 166", substitute "128 and 129".

112 Paragraph 442F(1)(b)

Omit "subsection 164(3)", substitute "section 129".

113 Subsection 442F(2)

Omit "164 and 166" (twice occurring), substitute "128 and 129".

114 Subsection 450E(1)

Omit "eligible".

115 Subsection 450E(2)

Omit "eligible".

116 Paragraph 461(d)

Repeal the paragraph, substitute:

(d) the company has no members;

Add "or".

118 After paragraph 462(2)(e)

Insert:

(f) the Commission (in the circumstances set out in subsection (2A)); or

Insert:

(2A) The Commission may apply for an order to wind up a company under paragraph (2)(f) only if:

(a) the company has no members; and

(b) the Commission has given the company at least 1 month's written notice of its intention to apply for the order.

Omit "the company's common or official seal", substitute "a seal of the company".

121 At the end of section 477

Add:

(7) This section does not apply to calls on shares in a no liability company.

122 At the end of section 478

Add:

(5) Paragraph (1)(b) and subsections (1A), (1B), (3) and (4) do not apply to a no liability company.

123 After subsection 483(3)

Insert:

(3A) Subsection (3) does not apply to a no liability company.

124 Subsection 493(1)

Omit "articles", substitute "constitution".

125 Subsection 495(4)

Omit "articles", substitute "company's constitution".

126 Section 501

Omit "articles", substitute "company's constitution".

127 Section 501

Omit "provide", substitute "provides".

128 At the end of section 514

Add:

(2) This Division does not apply to the winding up of a no liability company.

129 Section 516

Omit "sections 518 and 519", substitute "section 519".

130 Section 517

Omit "sections 518 and 519", substitute "section 519".

131 Section 518

Repeal the section.

132 Section 519

Omit ", 517 and 518", substitute "and 517".

133 Section 519

Omit "under paragraph 167(1)(a)".

134 Section 523

Omit all the words from and including "If the company" to and including "change of status is liable", substitute "If an unlimited company changes to a limited company under section 164, a past member who was a member at the time of the change is liable".

135 Section 524

Repeal the section, substitute:

SECT 524 Past member of former limited company If a limited company changes to an unlimited company under section 164, a person who, at the time when the company applied for the change, was a past member and did not again become a member after that time need not contribute more than they would have been liable to contribute if the company had not changed type.

136 Section 530

Repeal the section.

137 Section 541

Omit "eligible".

138 After subsection 544(1)

Insert:

(1A) If a liquidator has, or has control of, the money of a company that has no members, the liquidator must pay it to the ASC as soon as practicable for it to be dealt with under Part 9.7.

139 Subsection 544(3)

After "(1)" insert "or (1A)".

140 Subsection 547(3)

Omit "articles", substitute "company's constitution".

141 At the end of subsection 696(3)

Add "to the public".

142 Subsection 1017A(1) (paragraph (d) of the definition of exempt recipient )

Repeal the paragraph.

143 Subsection 1047(4)

Omit "articles", substitute "constitution".

144 Paragraph 1051(1)(a)

Omit "articles", substitute "company's constitution".

145 Subsection 1064(7)

Omit "under the common or official seal of the corporation".

146 Paragraphs 1085(1)(b) and (c)

Omit "articles", substitute "company's constitution".

147 Subsection 1087(1)

Repeal the subsection, substitute:

(1) A certificate issued after the commencement of Schedule 2 to the Company Law Review Act 1998 specifying shares held by a member of a company must state:

(a) the name of the company and its jurisdiction of registration; and

(b) the class of the shares; and

(c) the nominal value of the shares and the extent to which the shares are paid up.

Repeal the section.

149 Subsection 1091(1)

Omit "articles", substitute "constitution".

150 Paragraph 1091(1A)(b)

Omit "incorporation", substitute "registration".

151 Subsection 1091(7)

Omit "articles", substitute "constitution".

152 Subsection 1110(4)

Omit "memorandum, articles", substitute "constitution".

153 Subsection 1111(3)

Omit "memorandum, articles", substitute "constitution".

154 At the end of subsection 1274(7)

Add:

; and (c) a certificate by the Commission that, during a period specified in the certificate, a particular company was registered, or taken to be registered, under this Law is to be received as prima facie evidence that, during that period, that company was registered under this Law.

Insert:

(7A) A certificate issued by the ASC stating that a company has been registered under the Corporations Law of any jurisdiction is conclusive evidence that:

(a) all requirements of that Law for its registration have been complied with; and

(b) the company was duly registered as a company under that Law on the date specified in the certificate.

Add "to the public".

157 After subsection 1300(2)

Insert:

(2A) If a person asks a proprietary company in writing to inspect a particular book of the company that the person has a right to inspect, the company must make it available within 7 days, for inspection by the person at the place where it is required to be kept.

158 Section 1347

Repeal the section.

159 Schedule 1

Repeal the Schedule.

160 Schedule 3

Repeal the items relating to subsection 116(2), sections 170 and 216A, subsection 216C(3), sections 216E, 216F, 216G, 216J, 219, 260, 362 and 369, subsection 383C(8), section 408 and subsection 1308(3). Insert each of the following items in their appropriate place according to the order that the provision referred to in the item appears in the Corporations Law:

Subsection 113(1) Penalty: 50 penalty units or imprisonment for 1 year, or both

Subsection 113(3) Penalty: 5 penalty units.

Section 115 Penalty: 5 penalty units.

Subsection 117(5) Penalty: 10 penalty units, or imprisonment for 3 months, or both.

Subsection 123(3) Penalty: 10 penalty units, or imprisonment for 3 months, or both.

Subsection 136(5) Penalty: 5 penalty units.

Section 139 Penalty: 5 penalty units.

Subsections 142(1) and (2) Penalty: 5 penalty units.

Subsection 143(1) Penalty: 5 penalty units.

Section 144 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsections 145(1) and (3) Penalty: 5 penalty units.

Section 146 Penalty: 5 penalty units.

Subsections 148(2), (3) and (4) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsection 150(2) Penalty: 5 penalty units.

Subsection 151(2) Penalty: 5 penalty units.

Subsections 153(1) and (2) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 156 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsection 157(2) Penalty: 5 penalty units.

Subsection 158(2) Penalty: 50 penalty units or imprisonment for 1 year, or both.

Subsection 162(3) Penalty: 5 penalty units.

Subsection 163(5) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsection 165(2) Penalty: 50 penalty units or imprisonment for 1 year, or both.

Section 168 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsection 170(3) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 172 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 173 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 174 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 177 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsections 242(1), (3) and (4) Penalty: 5 penalty units.

Subsection 242AA(3) Penalty: 5 penalty units.

Section 246AA Penalty: 50 penalty units or imprisonment for 1 year, or both.

Subsection 246B(3) Penalty: 5 penalty units.

Subsection 246D(6) Penalty: 5 penalty units.

Subsections 246F(1) and (3) Penalty: 5 penalty units.

Subsection 246G(1) Penalty: 5 penalty units.

Section 247C Penalty: 5 penalty units.

Subsection 601BC(5) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsections 601BH(1) and (2) Penalty: 5 penalty units.

Subsection 601BJ(3) Penalty: 5 penalty units.

Subsection 601BK(1) Penalty: 5 penalty units.

Subsection 601BP(1) Penalty: 5 penalty units.

Section 601BR Penalty: 5 penalty units.

Section 601CW Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 601DD Penalty: 5 penalty units.

Section 601DE Penalty: 10 penalty units or imprisonment for 3 months, or both

Subsection 601DH(1) Penalty: 5 penalty units.

Subsection 1300(2A) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Part 2--Meetings (new Chapter 2G)

161 Section 9

Insert:

AGM means an annual general meeting of a company that section 250N requires to be held.

162 Section 9 (definition of annual general meeting )

Repeal the definition.

163 Section 9

Insert:

ASX means Australian Stock Exchange Limited.

164 Section 9

Insert:

extraordinary resolution , in relation to a registered scheme, means a resolution:

(a) of which notice as set out in paragraph 252J(c) has been given; and

(b) that has been passed by at least 50% of the total votes that may be cast by members entitled to vote on the resolution (including members who are not present in person or by proxy).

Repeal the definition, substitute:

resolution , in relation to creditors or contributories, means a resolution passed at a meeting of the creditors or contributories.

166 Section 9 (definition of special resolution )

Repeal the definition, substitute:

special resolution means:

(a) in relation to a company, a resolution:

(i) of which notice as set out in paragraph 249L(c) has been given; and

(ii) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution; or

(b) in relation to a registered scheme, a resolution:

(i) of which notice as set out in paragraph 252J(c) has been given; and

(ii) that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.

Repeal the definition.

168 Section 9 (definition of statutory report )

Repeal the definition.

169 After section 52

Insert:

SECT 52A Signing Without affecting the law on agency, if this Law requires that something be signed, it can be signed by an individual using a power of attorney from the person required to sign.

170 Section 53

Omit "paragraph 461(e)", substitute "paragraph 461(1)(e)".

171 After section 225

Insert:

SECT 225A Alternate directors (replaceable rule--see section 135) (1) With the other directors' approval, a director may appoint an alternate to exercise some or all of the director's powers for a specified period.

(2) If the appointing director requests the company to give the alternate notice of directors' meetings, the company must do so.

(3) When an alternate exercises the director's powers, the exercise of the power is just as effective as if the powers were exercised by the director.

(4) The appointing director may terminate the alternate's appointment at any time.

(5) An appointment or its termination must be in writing. A copy must be given to the company.

Note: The ASC must be given notice of the appointment and termination of appointment of an alternate (see section 242).

Insert:

(3A) Notice of the intention to move the resolution must be given to the company at least 2 months before the meeting is to be held. However, if the company calls a meeting after the notice of intention is given under this subsection, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

Note: Short notice of the meeting cannot be given for this resolution (see subsection 249H(3)).

Omit "annual general meetings (see subsection 245(2A))", substitute "an AGM (see subsection 250N(1)".

174 Subsection 228(7)

Omit "stating the age of that person, being a resolution".

175 Paragraph 228(7)(a)

Repeal the paragraph, substitute:

(a) stating that the person is a candidate for election who has attained the age of 72 years and stating the person's age; and

Add:

Note: Short notice of the meeting cannot be given for this resolution (see subsection 249H(3)).

Repeal the subparagraph, substitute:

(i) stating that the person is a candidate for election who has attained the age of 72 years and stating the person's age; and

Add:

Note: Short notice of the meeting cannot be given for this resolution (see subsection 249H(3)).

Insert:

(1A) The company must lodge with the ASC a copy of the special resolution required under subsection (1) within 14 days after the resolution is passed.

180 Subsection 243ZB(4)

Omit "authorised under subsection 249(3)", substitute "appointed under section 250D".

181 After subsection 329(1)

Insert:

(1A) Notice of intention to move the resolution must be given to the company at least 2 months before the meeting is to be held. However, if the company calls a meeting after the notice of intention is given under this subsection, the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given.

Note: Short notice of the meeting cannot be given for this resolution (see subsection 249H(4)).

Insert:

Note: For body corporate representatives' powers at a meeting of the company's creditors, see section 250D.

Repeal the paragraph.

184 At the end of section 461

Add:

(2) A company must lodge a copy of a special resolution referred to in paragraph (1)(a) with the ASC within 14 days after the resolution is passed.

185 Subsection 467(6)

Repeal the subsection.

186 After subsection 506(1A)

Insert:

(1B) The company must lodge a copy of a special resolution referred to in paragraph (1A)(b) with the ASC within 14 days after the resolution is passed.

187 At the end of section 507

Add:

(11) The company must lodge a copy of a special resolution referred to in subsection (2) or (5) with the ASC within 14 days after the resolution is passed.

188 After subsection 510(1)

Insert:

(1A) The company must lodge a copy of a special resolution referred to in paragraph (1)(a) with the ASC within 14 days after the resolution is passed.

189 Section 1038

Repeal the section.

190 Subparagraph 1322(1)(b)(i)

Omit "or at a joint meeting of creditors and members of a corporation", substitute ", at a joint meeting of creditors and members of a corporation or at a meeting of members of a registered scheme".

191 After subsection 1322(3)

Insert:

(3A) If a member does not have a reasonable opportunity to participate in a meeting of members, or part of a meeting of members, held at 2 or more venues, the meeting will only be invalid on that ground if:

(a) the Court is of the opinion that:

(i) a substantial injustice has been caused or may be caused; and

(ii) the injustice cannot be remedied by any order of the Court; and

(b) the Court declares the meeting or proceeding (or that part of it) invalid.

Repeal the items relating to sections 245 and 258 and insert each of the following items in their appropriate place according to the order that the provision referred to in the item appears in the Corporations Law :

Subsections 249E(3) and (4) Penalty: 5 penalty units.

Section 249K Penalty: 5 penalty units.

Section 249Z Penalty: 5 penalty units.

Subsection 250A(5) Penalty: 5 penalty units.

Subsections 250N(1) and (2) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsections 250P(3) and (4) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 250S Penalty: 5 penalty units.

Section 250T Penalty: 5 penalty units.

Subsections 251A(1) to (5) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsections 251B(1), (3) and (4) Penalty: 5 penalty units.

Subsections 252C(3) and (4) Penalty: 5 penalty units.

Section 252H Penalty: 5 penalty units.

Section 252X Penalty: 5 penalty units.

Subsection 252Y(5) Penalty: 5 penalty units.

Subsections 253M(1), (2) and (3) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsections 253N(1), (3) and (4) Penalty: 5 penalty units.

Subsections 1423(1) and (2) Penalty: 5 penalty units.

Part 3--Shares (new Chapter 2H)
Transactions affecting share capital (new Chapter 2J)

193 Section 9 (definition of approving holding company )

Repeal the definition.

194 Section 9

Insert:

domestic corporation means a corporation that is incorporated or formed in Australia or an external Territory.

195 Section 9

Insert:

employee share scheme for a company means a scheme under which shares (or units in shares) in the company or a holding company may be acquired:

(a) by, or for the benefit of:

(i) employees of the company, or of a related body corporate; or

(ii) directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; or

(b) by a corporation all of whose members are:

(i) employees of the company, or of a related body corporate; or

(ii) directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate.

Repeal the definition, substitute:

employee share scheme buy-back means a buy-back under a scheme that:

(a) has as its purpose the acquisition of shares in a company by, or on behalf of:

(i) employees of the company, or of a related body corporate; or

(ii) directors of the company, or a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; and

(b) has been approved by the company in general meeting.

Omit "206C", substitute "257B".

198 Section 9

Insert:

fully paid share means a share on which no amount remains unpaid.

199 Section 9 (definition of marketable parcel )

Repeal the definition.

200 Section 9

Insert:

minimum holding buy-back means a buy-back of all of a holder's shares in a listed corporation if the shares are less than a marketable parcel within the meaning of the rules of the relevant securities exchange.

201 Section 9 (definition of odd-lot buy-back )

Repeal the definition.

202 Section 9 (definition of on-market buy-back )

Repeal the definition, substitute:

on-market buy-back has the meaning given by subsections 257B(6) to (8).

203 Section 9 (definition of participating employee )

Repeal the definition.

204 Section 9

Insert:

providing finance means

(a) lending money; or

(b) giving guarantees or security for loans made by someone else; or

(c) drawing, accepting, indorsing, negotiating or discounting a bill of exchange, cheque, payment order or promissory note so that someone can obtain funds.

Omit "206C", substitute "257B".

206 Section 9 (paragraph (b) of the definition of selective buy-back )

Omit "an odd lot", substitute "a minimum holding".

207 Section 42A (note)

Omit "206I(3)", substitute "257H(3)".

208 Paragraph 216B(3)(f)

Repeal the paragraph, substitute:

(f) the amount unpaid on the shares (if any).

Omit "213", substitute "1091C".

210 Subsection 216B(4)

Repeal the subsection, substitute:

(4) The register does not have to show the amount unpaid on the shares (see paragraph (1)(f)) if:

(a) all of the company's shares were issued before Schedule 2 of the Company Law Review Act 1997 commenced; and

(b) the register continues to show the par values of the shares as they were immediately before that commencement.

Omit "or stock".

212 Subsection 216B(5) (note)

Omit "208", substitute "1096A".

213 Subsection 216B(5) (note)

Omit "208(9)", substitute "1096A(9)".

214 Subsection 216B(6)

Omit "208", substitute "1096A".

215 Paragraph 239(b)

Repeal the paragraph, substitute:

(b) members who hold shares carrying at least 5% of the votes attached to voting shares in the company;

Repeal the paragraphs, substitute:

(b) a charge on uncalled share capital;

(c) a charge on a call on shares made but not paid;

Repeal the subparagraph, substitute:

(ii) in the case of a compromise or arrangement between a body and its members or a class of members--a resolution in favour of the compromise or arrangement is:

(B) if the body has a share capital--passed by 75% of the votes cast on the resolution; and

218 Subsection 414(2)

Omit "the holders of at least nine-tenths in nominal value of the shares included in that class of shares", substitute "members holding shares in that class carrying at least 90% of the votes attached to shares in that class".

219 Subsection 414(5)

Repeal the subsection, substitute:

(5) Despite subsections (3) and (4), if the number of votes attached to the excluded shares is more than 10% of the votes attached to the excluded shares and the shares (other than excluded shares) to be transferred under the scheme or contract, those subsections do not apply unless:

(a) the transferee offers the same terms to all holders of the shares (other than excluded shares) to be transferred under the scheme or contract; and

(b) the holders who approve the scheme or contract hold shares to which are attached at least 90% of the votes attached to the shares (other than excluded shares) to be transferred under the scheme or contract and are also at least 75% in number of the holders of those shares.

Omit "comprise or include nine-tenths in nominal value of the shares", substitute "have attached to them at least 90% of the votes attached to the shares".

221 Paragraph 420(2)(s)

Repeal the paragraph, substitute:

(s) if the receiver was appointed under an instrument that created a charge on uncalled share capital of the corporation:

(i) to make a call in the name of the corporation for the payment of money unpaid on the corporation's shares; or

(ii) on giving a proper indemnity to a liquidator of the corporation--to make a call in the liquidator's name for the payment of money unpaid on the corporation's shares;

Repeal the subsection, substitute:

(1A) For the purposes of this section, if a company takes action set out in column 2 of the following table, it incurs a debt at the time set out in column 3.

When debts are incurred		[operative table]
	Action of company	When debt is incurred
1	paying a dividend	when the dividend is paid or, if the company has a constitution that provides for the declaration of dividends, when the dividend is declared
2	making a reduction of share capital to which Division 1 of Part 2J.1 applies (other than a reduction that consists only of the cancellation of a share or shares for no consideration)	when the reduction takes effect
3	buying back shares (even if the consideration is not a sum certain in money)	when the buy-back agreement is entered into
4	redeeming redeemable preference shares that are redeemable at its option	when the company exercises the option
5	issuing redeemable preference shares that are redeemable otherwise than at its option	when the shares are issued
6	financially assisting a person to acquire shares (or units of shares) in itself or a holding company	when the agreement to provide the assistance is entered into or, if there is no agreement, when the assistance is provided

223 Section 603 (paragraph (a) of the definition of prescribed occurrence )

Repeal the paragraph, substitute:

(a) the company converting all or any of its shares into a larger or smaller number of shares (see section 254H);

Omit "(whether by way of capital or premium)".

225 Paragraph 636(1)(b)

Omit "paid up", substitute "unpaid".

226 At the end of subsection 732(1)

Add:

; or (f) a company reduces its share capital, or proposes to reduce its share capital, in a way that is unreasonable having regard to its effect on the control of that company or another company; or

(g) a company acquires, or proposes to acquire, a relevant interest in at least 5% of its voting shares and the acquisition is unreasonable having regard to its effect on the control of that company or another company.

Repeal the subparagraph, substitute:

(iii) members who together hold shares carrying at least 10% of the votes attached to voting shares in the body corporate or in a related body corporate;

Omit "reduction of share capital", substitute "reduction in share capital".

229 Subsection 1024E(7)

Omit "If the securities are shares, their cancellation is not a reduction of share capital within the meaning of this Law.".

230 Subsections 1035(3)

Repeal the subsection, substitute:

(3) In working out for the purposes of subsection (1) whether the minimum subscription has been subscribed for an allotment of shares, ignore any amounts payable otherwise than in cash.

Repeal the subsection

232 Subsection 1037(1)

Omit "allotment", substitute "issue".

Note: The heading to section 1037 of the Corporations Law is altered by omitting " Allotment " and substituting " Issue ".

Repeal the subsection, substitute:

(2) An option referred to in subsection (1)--is exercisable by written notice given to the company within 1 month after the date of the issue.

Insert:

SECT 1091AA Transmission of shares on death (replaceable rule--see section 135) If shares not held jointly

(1) If a shareholder who does not own shares jointly dies, the company will recognise only the personal representative of the deceased shareholder as being entitled to the deceased shareholder's interest in the shares.

(2) If the personal representative gives the directors the information they reasonably require to establish the representative's entitlement to be registered as holder of the shares:

(a) the personal representative may:

(i) by giving a written and signed notice to the company, elect to be registered as the holder of the shares; or

(ii) by giving a completed transfer form to the company, transfer the shares to another person; and

(b) the personal representative is entitled, whether or not registered as the holder of the shares, to the same rights as the deceased shareholder.

(4) A transfer under subparagraph (2)(a)(ii) is subject to the same rules (for example, about entitlement to transfer and registration of transfers) as apply to transfers generally.

If shares held jointly

(5) If a shareholder who owns shares jointly dies, the company will recognise only the survivor as being entitled to the deceased shareholder's interest in the shares. The estate of the deceased shareholder is not released from any liability in respect of the shares.

SECT 1091AB Transmission of shares on bankruptcy (replaceable rule--see section 135) (1) If a person entitled to shares because of the bankruptcy of a shareholder gives the directors the information they reasonably require to establish the person's entitlement to be registered as holder of the shares, the person may:

(a) by giving a written and signed notice to the company, elect to be registered as the holder of the shares; or

(b) by giving a completed transfer form to the company, transfer the shares to another person.

(3) A transfer under paragraph (1)(b) is subject to the same rules (for example, about entitlement to transfer and registration of transfers) as apply to transfers generally.

(4) This section has effect subject to the Bankruptcy Act 1966.

235 After section 1091A

Insert:

SECT 1091B Transmission of shares on mental incapacity (replaceable rule--see section 135) (1) If a person entitled to shares because of the mental incapacity of a shareholder gives the directors the information they reasonably require to establish the person's entitlement to be registered as the holder of the shares:

(a) the person may:

(i) by giving a written and signed notice to the company, elect to be registered as the holder of the shares; or

(ii) by giving a completed transfer form to the company, transfer the shares to another person; and

(b) the person is entitled, whether or not registered as the holder of the shares, to the same rights as the shareholder.

(3) A transfer under subparagraph (1)(a)(ii) is subject to the same rules (for example, about entitlement to transfer and registration of transfers) as apply to transfers generally.

236 After section 1091C

Insert:

SECT 1091D Registration of transfers (replaceable rule--see section SECT 135) (1) A person transferring shares remains the holder of the shares until the transfer is registered and the name of the person to whom they are being transferred is entered in the register of members in respect of the shares.

(2) The directors are not required to register a transfer of shares in the company unless:

(a) the transfer and any share certificate have been lodged at the company's registered office; and

(b) any fee payable on registration of the transfer has been paid; and

(c) the directors have been given any further information they reasonably require to establish the right of the person transferring the shares to make the transfer.

(a) the shares are not fully-paid; or

(b) the company has a lien on the shares.

SECT 1091E Additional general discretion for directors of proprietary companies to refuse to register transfers (replaceable rule--see section SECT 135) The directors of a proprietary company may refuse to register a transfer of shares in the company for any reason.

237 Subsection 1308(1)

Repeal the subsection, substitute:

(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.

Before "Section 588G", insert:

Subsection 254L(2);

Subsection 256F(3);

Subsection 259F(2);

Subsection 260D(2);

239 Before subsection 1322(4)

Insert:

(3B) If voting rights are exercised in contravention of subsection 259D(3) (company controlling entity that holds shares in it), the meeting or the resolution on which the voting rights were exercised will only be invalid on that ground if:

(a) the court is of the opinion that:

(i) a substantial injustice has been caused or may be caused; and

(ii) the injustice cannot be remedied by any order of the court; and

(b) the court declares the meeting or resolution invalid.

Repeal the subsection, substitute:

(1A) For the purposes of subsection (1):

(a) a contravention of this Law affects the interests of a creditor or member of a company if the insolvency of the company is an element of the contravention; and

(b) a company's contravention of:

(i) paragraph 257A(1)(a) (share buy-back not to prejudice ability to pay creditors); or

(ii) paragraph 260A(1)(a) (financial assistance for share acquisition not to prejudice company or shareholders or ability to pay creditors);

affects the interests of a creditor or member of the company.

(1B) If the ground relied on in an application for an injunction is conduct or proposed conduct of a company or other person that it is alleged constitutes, or would constitute:

(a) a contravention of section 257A or paragraph 260A(1)(a); or

(b) a contravention of a provision of this Law involving the insolvency of the company because of:

(i) the company making a reduction of its share capital to which Division 1 of Part 2J.1 applies; or

(ii) the company buying back its shares; or

(iii) the company giving financial assistance to which Part 2J.3 applies;

241 Schedule 3

Repeal the items relating to sections 190, 195, 201, 203, 205, 206 and 208 and insert each of the following items in their appropriate place according to the order that the provision referred to in the item appears in the Corporations Law :

Subsection 254H(4) Penalty: 5 penalty units.

Subsection 254Q(13) Penalty: 5 penalty units.

Subsection 254N(2) Penalty: 5 penalty units.

Section 254T Penalty: 100 penalty units or imprisonment for 2 years, or both.

Subsections 254X(1) and (2) Penalty: 5 penalty units.

Section 254Y Penalty: 5 penalty units.

Subsection 256C(7) Penalty: 100 penalty units or imprisonment for 2 years, or both.

Subsection 259B(6) Penalty: 5 penalty units.

Subsection 259D(4) Penalty: 5 penalty units.

Subsection 308(1) Penalty: 50 penalty units or imprisonment for 1 year, or both.

Subsections 1096A(1), (3), (4), (5) and (6) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsection 1431(6) Penalty: 5 penalty units.

Section 1432 Penalty: 5 penalty units.

Part 4--Financial reports and audit (new Chapter 2M)

242 Section 9

Insert:

AASB means the Australian Accounting Standards Board.

243 Section 9 (definition of accounting period )

Repeal the definition.

244 Section 9 (definition of accounting records )

Repeal the definition.

245 Section 9 (definition of accounting standard )

Omit "except in section 288,".

246 Section 9 (paragraph (a) of the definition of accounting standard )

Omit all the words from and including "section 32" to and including "jurisdiction", substitute "section 334".

247 Section 9 (definition of accounts )

Repeal the definition.

248 Section 9 (definition of administration )

Omit ", or an entity within the meaning of Parts 3.6 and 3.7".

249 Section 9 (definition of administrator )

Omit ", or an entity within the meaning of Parts 3.6 and 3.7,".

250 Section 9 (definition of administrator )

Omit "or entity".

251 Section 9 (definition of applicable accounting standard)

Repeal the definition.

252 Section 9 (definition of audited or reviewed in accordance with this Law )

Repeal the definition.

253 Section 9 (paragraph (a) of the definition of Board )

Repeal the paragraph.

254 Section 9 (paragraph (c) of the definition of books )

Omit "accounts or accounting records", substitute "financial reports or financial records".

255 Section 9 (definition of chief entity )

Repeal the definition.

256 Section 9 (subparagraph (b)(ii) of the definition of commencement )

Omit "Parts 3.6 and 3.7", substitute "Chapter 2M".

257 Section 9 (definition of commodity )

Omit ", except in Part 4.4,".

258 Section 9 (definition of consolidated accounts )

Repeal the definition.

259 Section 9

Insert:

consolidated entity means a company, registered managed investment scheme or disclosing entity together with all the entities it is required by the accounting standards to include in consolidated financial statements.

260 Section 9 (definition of control )

Repeal the definition, substitute:

control of an entity:

(a) when used in Chapter 2E--has the meaning given by section 243E; and

(b) when used in Chapter 2M--means control of the entity within the meaning of the accounting standards made for the purposes of paragraph 295(2)(d).

Repeal the definition.

262 Section 9 (definition of dormant )

Repeal the definition.

263 Section 9 (definition of economic entity )

Repeal the definition.

264 Section 9 (paragraph (b) of the definition of entity )

Repeal the paragraph.

265 Section 9 (definition of executive officer )

Repeal the definition, substitute:

executive officer of a body corporate means a person who is concerned in, or takes part in, the management of the body (regardless of the person's designation and whether or not the person is a director of the body).

266 Section 9

Insert:

financial records includes:

(a) invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and

(b) documents of prime entry; and

(c) working papers and other documents needed to explain:

(i) the methods by which financial statements are made up; and

(ii) adjustments to be made in preparing financial statements.

Insert:

financial statements means annual financial statements under section 295 or half-year statements under section 303.

268 Section 9 (definition of financial year )

Omit "70A", substitute "323D".

269 Section 9 (definition of half-year )

Omit "50A(5)", substitute "323D(5)".

270 Section 9 (definition of holding company )

Repeal the definition, substitute:

holding company , in relation to a body corporate, means a body corporate of which the first body corporate is a subsidiary.

271 Section 9 (definition of parent entity )

Repeal the definition, substitute:

parent entity has the meaning given by subsection 243D(1).

272 Section 9 (definition of profit and loss account )

Repeal the definition.

273 Section 9 (definition of profit or loss )

Repeal the definition.

274 Section 9 (definition of reporting entity )

Repeal the definition.

275 Subsection 45A(2) (note)

Omit "section 283C", substitute "subsection 292(2)".

276 Subsection 45A(4)

Repeal the subsection, substitute:

When a company controls an entity

(4) For the purposes of this section, the question whether a proprietary company controls an entity is to be decided in accordance with the accounting standards made for the purposes of paragraph 295(2)(d) (even if the standards do not otherwise apply to the company).

277 Section 50A

Repeal the section.

278 Sections 53AAA, 58C and 62

Repeal the sections.

279 Section 64A

Omit "Parts 3.2A, 3.6 and 3.7", substitute "Chapter 2E".

280 Section 70A

Repeal the section.

281 Paragraph 82A(1)(b) and subsection 82A(2)

Omit "within the meaning of Parts 3.6 and 3.7".

282 Paragraph 83(2)(c)

Omit "subsection 317A(1)", substitute "section 319".

283 Section 111AO

Repeal the section, substitute:

SECT 111AO Accounting requirements A disclosing entity has to prepare financial statements and reports for half-years as well as full financial years. These requirements are set out in Chapter 2M.

284 Paragraphs 111AR(1)(a), (b) and (c)

Repeal the paragraphs, substitute:

(a) Chapter 2M as it applies to disclosing entities;

Omit "313", substitute "340, 341".

286 Subsections 111AZA(1) and 111AZD(1)

Omit ", or an entity within the meaning of Part 3.6,", substitute "or entity".

287 Paragraph 243E(a)

Omit "statements", substitute "reports".

288 Subsection 324(3)

Repeal the subsection, substitute:

(3) For the purposes of paragraphs (1)(e) and (2)(f), disregard a debt owed by a natural person to a body corporate or entity if:

(a) the body corporate or entity is:

(i) an Australian bank; or

(ii) a body corporate registered under the Life Insurance Act 1995 ; and

(b) the debt arose because of a loan that the body corporate or entity made to the person in the ordinary course of its ordinary business; and

(c) the person used the amount of the loan to pay the whole or part of the purchase price of premises that the person uses as their principal place of residence.

Omit "accounts", substitute "financial reports".

290 Subsection 324(13)

Omit "accounts and consolidated accounts", substitute "financial reports".

291 Section 325

Repeal the section, substitute:

SECT 325 Appointment of auditor by proprietary company The directors of a proprietary company may appoint an auditor for the company if an auditor has not been appointed by the company in general meeting.

292 Before subsection 327(1)

Insert:

(1A) Only subsections (6) to (10) of this section apply to a proprietary company.

293 Paragraph 327(5)(a)

Omit "or" (last occurring).

294 Paragraph 327(5)(b)

Repeal the paragraph.

295 Paragraph 327(12)(b)

Repeal the paragraph.

296 Subsection 349(1)

After "up to the end of its last financial year,", insert "a copy of its cash flow statement for its last financial year".

297 Subsection 349(1)

Omit "account", substitute "statement".

298 Subsection 349(2)

Omit "account", substitute "statement, cash flow statement".

299 Subsection 349(3)

After "balance sheet,", insert "cash flow statement,".

300 Subsection 349(3)

Omit "account" (wherever occurring), substitute "statement".

301 After paragraph 349(3)(b)

Insert:

(ba) require the company to lodge a cash flow statement;

(bb) require the company to lodge an audited cash flow statement;

Insert:

(5A) If a registered foreign company is not required by the law of the place of its incorporation or formation to prepare a cash flow statement, the company must prepare and lodge a cash flow statement, or, if the Commission so requires, an audited cash flow statement, within the period, in the form, containing the particulars and including the documents that the company would have been required to prepare if the company were a public company registered under this Law.

303 Subsection 349(6)

Omit "account" (wherever occurring), substitute "statement".

304 Paragraph 421(1)(d)

Omit "accounting", substitute "financial".

Note: The heading to section 421 of the Corporations Law is altered by omitting " accounting " and substituting " financial ".

Repeal the subsection, substitute:

(2) For the purposes of paragraph (1)(a), disregard a debt owed by a natural person to a body corporate if:

(a) the body corporate is:

(i) an Australian bank; or

(ii) a body corporate registered under the Life Insurance Act 1995 ; and

(b) the debt arose because of a loan that the body corporate or entity made to the person in the ordinary course of its ordinary business; and

(c) the person used the amount of the loan to pay the whole or part of the purchase price of premises that the person uses as their principal place of residence.

Repeal the subsection, substitute:

(3) For the purposes of paragraph (2)(a), disregard a debt owed by a natural person to a body corporate if:

(a) the body corporate is:

(i) an Australian bank; or

(ii) a body corporate registered under the Life Insurance Act 1995 ; and

(b) the debt arose because of a loan that the body corporate or entity made to the person in the ordinary course of its ordinary business; and

(c) the person used the amount of the loan to pay the whole or part of the purchase price of premises that the person uses as their principal place of residence.

Omit "Part 3.7", substitute "Part 2M.4".

308 Subsection 588E(4)

Repeal the subsection, substitute:

(4) Subject to subsections (5) to (7), if it is proved that the company:

(a) has failed to keep financial records in relation to a period as required by subsection 286(1); or

(b) has failed to retain financial records in relation to a period for the 7 years required by subsection 286(2);

309 Subsection 588E(5)

Omit "289(1)", substitute "286(1)".

310 Subsection 588E(6)

Omit "289(2)", substitute "286(2)".

311 Subsection 588E(6)

Omit "accounting" (wherever occurring), substitute "financial".

312 Section 591

Repeal the section.

313 Subsection 702(10)

Omit "accounting", substitute "financial".

314 Section 750 (clause 12 of Part B)

Omit "the company in general meeting or sent to shareholders in accordance with section 315", substitute "the AGM of the company under section 317 or sent to members under section 314".

315 Section 750 (clause 11 of Part D)

Omit "the company in general meeting or sent to shareholders in accordance with section 315", substitute "the AGM of the company under section 317 or sent to members under section 314".

316 Paragraph 792(1)(a)

Omit "account", substitute "statement".

317 Heading to Part 7.5

Repeal the heading, substitute:

Part 7.5--Dealers' financial statements and audit 318 Subsection 855(2)

Omit "Parts 3.6 and 3.7", substitute "Chapter 2M".

319 Paragraph 856(2)(a)

Omit "accounting", substitute "financial".

Note: The heading to section 856 of the Corporations Law is altered by omitting " accounting " and substituting " financial ".

Omit "accounts", substitute "statements".

321 Subsection 856(12)

Omit "accounting", substitute "financial".

322 Paragraph 856(14)(a)

Omit "accounts", substitute "statements".

323 Subsection 857(1)

Omit "accounts", substitute "financial statements".

324 Subsection 857(4)

Repeal the subsection, substitute:

(4) For the purposes of paragraphs (2)(b) and (3)(c), disregard a debt owed by a natural person to a body corporate if:

(a) the body corporate is:

(i) an Australian bank; or

(ii) a body corporate registered under the Life Insurance Act 1995 ; and

(b) the debt arose because of a loan that the body corporate or entity made to the person in the ordinary course of its ordinary business; and

(c) the person used the amount of the loan to pay the whole or part of the purchase price of premises that the person uses as their principal place of residence.

Omit "account", substitute "statement".

326 Paragraph 1022AA(4)(a)

Omit "statements", substitute "report".

327 Paragraph 1022AA(4)(b)

Omit "statements" (wherever occurring), substitute "report".

328 Subparagraph 1022AA(1)(c)(ii)

Add at the end "; and".

329 Subparagraph 1022AA(1)(c)(iii)

Repeal the subparagraph.

330 Paragraphs 1022AA(8)(a) and (b)

Repeal the paragraphs, substitute:

(a) the provisions of Chapter 2M;

Omit "accounting" (wherever occurring), substitute "financial".

332 Subparagraph 1054(3)(c)(i)

Omit "accounts and balance sheet", substitute "financial statements".

333 Paragraph 1054(4)(b)

Omit "accounting" (wherever occurring), substitute "financial".

334 Subsection 1058(5)

Omit "account" (wherever occurring), substitute "statement".

335 Subsection 1058(6)

Omit "accounts", (wherever occurring), substitute "financial statements".

336 Subsections 1058(14) and (15)

Repeal the subsections, substitute:

(14) The provisions of Chapter 2M (other than subsections 300(4) to (13)) apply, with any necessary modifications, to every profit and loss statement and balance sheet made out and lodged under subsection (6) of this section by directors of the borrowing corporation as if:

(a) the profit and loss statement and balance sheet were a profit and loss statement and balance sheet referred to in those provisions; and

(b) references in those provisions to consolidated financial statements were references to the consolidated financial statements referred to in subsection (6) of this section.

337 Subsection 1058(16)

Omit "account" (wherever occurring), substitute "statement".

338 Paragraph 1058(17)(b)

Omit "317A(2)", substitute "318(1) or (4)".

339 Subsection 1058(20)

Omit "accounts", substitute "statements".

340 Subsection 1058(20)

Omit "account", substitute "statement".

341 Subsection 1058(21)

Omit "account" (wherever occurring), substitute "statement".

342 Subsection 1116(1)

Omit "accounting", substitute "financial record".

343 Paragraph 1116(2)(a)

Omit "an accounting", substitute "a financial".

344 Paragraph 1116(2)(b)

Repeal the paragraph, substitute:

(b) in relation to a financial record, the 7 years after the transactions covered by the record are completed.

Omit "accounting", substitute "financial".

346 Paragraph 1158(1)(a)

Omit "account", substitute "statement".

347 Subsections 1209(11) and (13)

Omit "accounting" (wherever occurring), substitute "financial".

348 Heading to Part 8.5

Repeal the heading, substitute:

Part 8.5--Financial statements and audit 349 Subsection 1212(2)

Omit "Parts 3.6 and 3.7", substitute "Chapter 2M".

350 Subsection 1213(1)

Omit "accounting" (wherever occurring), substitute "financial".

351 Subsection 1213(1)

Omit "accounts" (wherever occurring), substitute "statements".

352 Subsection 1213(5)

Omit "accounting", substitute "financial".

353 Subsection 1213(8)

Omit "accounting", substitute "financial records".

354 Subsection 1213(8)

Omit "accounts", substitute "statements".

355 Subsection 1213(9)

Omit "accounting", substitute "financial".

356 Subsection 1215(1)

Omit "accounts", substitute "financial statements".

357 Subsection 1215(4)

Repeal the subsection, substitute:

(4) For the purposes of paragraphs (2)(e) and (3)(f), disregard a debt owed by a natural person to a body corporate if:

(a) the body corporate is:

(i) an Australian bank; or

(ii) a body corporate registered under the Life Insurance Act 1995 ; and

(b) the debt arose because of a loan that the body corporate or entity made to the person in the ordinary course of its ordinary business; and

(c) the person used the amount of the loan to pay the whole or part of the purchase price of premises that the person uses as their principal place of residence.

Omit "account", substitute "statement".

359 Subsections 1219(1) and (2)

Omit "accounting", substitute "financial".

360 Paragraph 1223(a)

Omit "accounts" (wherever occurring), substitute "financial statements".

361 Subsection 1270(1)

Omit "any accounting", substitute "a financial".

362 Paragraph 1270(2)(a)

Omit "an accounting", substitute "a financial".

363 Paragraph 1270(2)(b)

Repeal the paragraph, substitute:

(b) in relation to a financial record, the 7 years after the transactions covered by the record are completed.

Omit "report of the directors under section 304", substitute "directors' report under section 298 or 306".

365 Paragraph 1289(1)(c)

Repeal the paragraph, substitute:

(c) notifying the ASC of a matter under section 311.

Omit "315", substitute "314".

367 Paragraphs 1309(1)(b) and (2)(b)

Omit "Parts 3.6 and 3.7", substitute "Chapter 2M".

368 Section 1317DA

Omit "318", substitute "344".

369 Paragraph 1381(d)

Omit "within the meaning of Parts 3.6 and 3.7".

370 Schedule 3

Repeal the items relating to sections 289, 315, 317, 333, 408 and 591 and insert each of the following items in their appropriate place according to the order that the provision referred to in the item appears in the Corporations Law:

Section 286 Penalty: 25 penalty units or imprisonment for 6 months, or both.

Section 287 Penalty: 25 penalty units or imprisonment for 6 months, or both.

Section 288 Penalty: 25 penalty units or imprisonment for 6 months, or both.

Subsection 289(2) Penalty: 25 penalty units or imprisonment for 6 months, or both.

Section 294 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 311 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 312 Penalty: 25 penalty units or imprisonment for 6 months, or both.

Section 313 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsection 314(1) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 316 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 317 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsections 318(1), (3) and (4) Penalty: 25 penalty units or imprisonment for 6 months, or both.

Subsections 319(1) and (5) Penalty: 25 penalty units or imprisonment for 6 months, or both.

Section 320 Penalty: 25 penalty units or imprisonment for 6 months, or both.

Section 321 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 322 Penalty: 10 penalty units or imprisonment for 3 months, or both.

Section 323 Penalty: 25 penalty units or imprisonment for 6 months, or both.

Section 323B Penalty: 25 penalty units or imprisonment for 6 months, or both.

Subsection 323D(3) Penalty: 10 penalty units or imprisonment for 3 months, or both.

Subsection 1436(2) Penalty: 5 penalty units.

Part 5--Annual returns and ASC lodgments (new Chapter 2N)

371 Section 9 (definition of annual return )

Repeal the section, substitute:

annual return :

(a) of a company--means the return that subsection 345(1) requires the company to lodge with the ASC; and

(b) of a registered managed investment scheme--means the return that subsection 345(2) requires the responsible entity of the scheme to lodge with the ASC.

Omit "335", substitute "345".

373 Section 102

Add at the end:

Note: For electronic lodgment of documents with the ASC, see section 352.

Repeal the section.

375 Section 1353

Repeal the section.

376 Section 1355

Repeal the section, substitute:

SECT 1355 Doing act without payment of fee If a fee is payable under section 1351 for a matter involving the doing of an act by the Minister or ASIC, the Minister or ASIC may refuse to do that act until:

(a) the fee is paid; or

(b) if a deposit on account of the fee is required under section 1357--the deposit is paid.

Insert each of the following items in their appropriate place according to the order that the provision referred to in the item appears in the Corporations Law :

Subsections 345(1), (2) and (3) Penalty: 5 penalty units.

Subsection 346(1) Penalty: 5 penalty units.

Part 6--Deregistration of companies (new Chapter 5A)

378 Section 9

Insert:

ASC database means so much of the national companies database kept by the ASC as consists of:

(a) some or all of a register kept by the ASC under this Law; or

(b) information set out in a document lodged under this Law;

379 Section 9 (definition of body corporate )

After "dissolved", insert "or deregistered".

380 Section 9

Insert:

deregistered means:

(a) in relation to a company--deregistered under Chapter 5A; and

(b) in relation to any other body corporate--deregistered in a way that results in the body corporate ceasing to exist.

After "dissolved" (wherever occurring), insert "or deregistered".

382 Section 9 (subparagraph (a)(iii) of the definition of relevant body )

After "dissolved", insert "or deregistered".

383 Subsections 342(13), 350(2) and 350(14)

After "dissolved", insert "or deregistered".

384 Paragraph 413(1)(d)

Omit "the dissolution", substitute "the deregistration by the ASC".

385 Paragraph 480(d)

Omit "the company be dissolved", substitute "the ASC deregister the company".

Note: The heading to section 480 is altered by omitting " dissolution " and substituting " deregistration ".

Omit "the company be dissolved", substitute "the ASC deregister the company".

Note: The heading to section 481 is altered by omitting " dissolution " and substituting " deregistration ".

Repeal the subsection.

388 Subsection 493(1)

Omit "dissolved", substitute "deregistered".

389 Section 504

Omit "dissolution", substitute "deregistration".

390 Subsection 507(5)

Omit "dissolved", substitute "deregistered".

391 Subsections 509(5) and (6)

Repeal the subsections, substitute:

ASC must deregister at the end of 3 month period

(5) The ASC must deregister the company at the end of the 3 month period after the return was lodged.

ASC must deregister on a day specified by the Court

(6) On application by the liquidator or any other interested party, the Court may make an order that the ASC deregister the company on a specified day. The Court must make the order before the end of the 3 month period after the return was lodged.

Note: The heading to section 509 is altered by omitting " dissolution " and substituting " deregistration ".

Omit "dissolution", substitute "deregistration".

393 Division 8 of Part 5.6

Repeal the Division.

394 Subsection 582(3)

After "dissolved", insert ", deregistered".

395 Subparagraph 583(c)(i)

After "dissolved", insert "or deregistered".

396 Paragraph 586(1)(b)

After "dissolved", insert "or deregistered".

397 Paragraph 586(1)(b)

After "dissolution", insert "or deregistration".

398 Subsection 588(1)

After "dissolution", insert "or deregistration".

399 Subsections 588(4) and (5)

Repeal the subsections, substitute:

(4) Section 601AE applies to property that vests in the ASC under this section as if the property were vested in the ASC under subsection 601AD(2).

400 Section 588C

After "dissolution" (wherever occurring), insert "or deregistration".

401 Subsection 589(3)

Repeal the subsection, substitute:

(3) For the purposes of this Part, a company is taken to have ceased to carry on business only if:

(a) the ASC has published in the Gazette a notice of the proposed deregistration of the company under subsection 601AA(4) or 601AB(3); and

(b) if the notice was published under subsection 601AA(4) or under subsection 601AB(3) because of a decision under subsection 601AB(1)-- 2 months have passed since the notice was published and the ASC has not been informed that the company is carrying on business.

Repeal the paragraph, substitute:

(f) in relation to a company that has ceased to carry on business--a notice was first published in relation to the company under subsection 601AA(4) or 601AB(3);

Repeal the paragraphs, substitute:

; and (b) section 601AE (other than paragraph 601AE(2)(a)) applies in relation to the share or interest as if:

(i) the share or interest were vested in the ASC under subsection 601AD(2); and

(ii) a sale, disposal or dealing with the share or interest under paragraph (a) of this subsection were a disposal or dealing under paragraph 601AE(2)(a).

After "dissolution", insert "or deregistration".

405 Paragraph 1274(10)(b)

Repeal the paragraph, substitute:

(b) in relation to a body corporate that has been dissolved or deregistered for 15 years or more--any document lodged or registered; or

Repeal the definition.

407 Paragraph 1282(9)(c)

Repeal the paragraph, substitute:

(c) the body corporate is dissolved or deregistered.

Omit "Division 8 of Part 5.6", substitute "Chapter 5A".

409 Schedule 3

Insert the following item in its appropriate place according to the order that the provision referred to in the item appears in the Corporations Law:

Subsection 601AD(5) Penalty: 5 penalty units.