This legislation has been repealed.
TABLE OF PROVISIONS Table of Acts Table of Amendments CHAPTER 1 -- INTRODUCTORY PART 1.1 -- PRELIMINARY 1. Citation [see Note 1] 2. Commission has general administration of this Law PART 1.2 -- INTERPRETATION Division 1 -- General 6. Effect of this Part 7. Location of other interpretation provisions 8. How to read references to provisions of this Law 8A. Corporations Regulations, and application orders, of a jurisdiction treated as part of that jurisdiction's Corporations Law 9. Dictionary [see Note 4] 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 Territory 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 step 27. Dealing in futures contracts through intermediaries: second and later steps 28. Dealing in futures contracts, through intermediaries, on futures markets 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 schemes 57A. Meaning of corporation 58. Corresponding laws and corresponding previous laws 58A. Recognition of acts etc. done under corresponding laws 58AA. Meaning of court and Court 58B. Discharge of obligations under this Law 59. Debentures as consideration for acquisition of shares 61. Discretionary accounts 64. Entering into a transaction in relation to shares or securities 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 68A. Exempt interests in managed investment schemes in relation to a jurisdiction 70. Extension of period for doing an act 71. Futures advice business 72. Futures contract 72A. Law applies to certain Chapter 8 agreements as if they were futures contracts 73. Futures representatives 73A. When a court is taken to find a person guilty of an offence 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 Territory 80A. References to Ministers 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 85A. Person etc. 86. Possession 87. Proper authority from futures licensee; invalid futures authority 88. Proper authority from securities licensee; invalid securities authority 88A. Public document of a body corporate 89. Qualified privilege 90. Receivers and managers 91. Being or becoming subject to a section 229 prohibition, a section 230 or 599 order, a section 600 notice or a civil penalty disqualification 92. Securities 92A. Law applies to certain relevant agreements as if they were securities 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 duty has not been paid 101. Amount of stock representing a number of shares 102. Applications to be in writing 102A. Application not to be granted unless applications also made under corresponding laws 102B. In Australia or elsewhere, in this jurisdiction or elsewhere 103. Effect of certain contraventions of this Law 104. Effect of provisions empowering a person to require or prohibit conduct 105. Calculation of time 106. Performance of functions by Commission delegate 108. Parts of dollar to be disregarded in determining majority in value of creditors etc. 109. References to persons, things and matters 109A. Reference to Commonwealth Acts 109B. References to amended or re-enacted Acts of the Commonwealth, this jurisdiction etc. 109C. Every section a substantive enactment 109D. Headings, schedules, marginal notes, footnotes and end motes 109DA.Exercise of certain powers between passing and commencing of amendments of Law 109E. Effect of repeal 109F. Implied repeals etc. 109G. Effect of expiration of provision 109H. Regard to be had to purpose or object of law 109J. Use of extrinsic material in the interpretation of this Law 109K. Changes to style not to affect meaning 109L. Examples 109M. Parts of speech and grammatical forms of words 109N. References to offices and officers 109P. References to companies etc. 109Q. References to Commonwealth laws 109R. Rules as to gender and number 109S. Production of records kept in computers etc. 109T. Change of name of body or office 109U. Compliance with forms 109V. Content of statements of reasons for decisions 109W. Attainment of particular age 109X. Service of documents 109Y. Meaning of service by post 109Z. Measurement of distance 109ZA.Expressions of time 109ZB.Exercise of powers and duties 109ZBA.Power to make instruments etc. may be exercised by reference to classes 109ZC.Power to determine includes authority to administer oath 109ZD.Delegations 109ZE.Effect of delegation 109ZF.Exercise of certain powers and functions by a delegate Division 9 -- Interpreting the regulations 110. Expressions have the same meaning as in this Law 110A. Severing invalid provisions Division 10 -- Interpreting other subordinate instruments 110B. Expressions have the same meaning as in this Law 110C. Severing invalid provisions Division 11 -- Application of certain provisions 110D. Chapters 1 to 6 and 9 110E. Application of this Law in coastal sea 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 relates 111AG.Securities issued as consideration for an acquisition under an off-market takeover bid or Part 5.1 compromise or arrangement 111AH.When a person holds securities for the purposes of sections 111AF and 111AG 111AI.Debentures that need trustee appointed under section 260FA 111AJ.Regulations may declare securities not to be ED securities 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 entity 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 the Commission 111AU.Enforcing conditions of exemptions 111AV.Modifications by regulations 111AW.Exemptions and modifications have effect 111AX.Effect of Division PART 1.3 -- APPLICATION ORDERS 111A. Power to make 111B. Orders under this Part and corresponding laws 111C. Specifying a matter by reference to another instrument 111D. Notification in the Gazette 111E. When order takes effect 111F. Interpretation of application orders 111G. Severing invalid provisions 111H. Effect of certain instruments made before 1 January 1991 PART 1.4 -- TECHNICAL PROVISIONS ABOUT AIDS FOR READERS 111J. Small business guide PART 1.5 -- SMALL BUSINESS GUIDE 1. What registration means 2. The company structure for small business 3. Setting up a new company 4. Continuing obligations after the company is set up 5. Company directors and company secretaries 6. Shares and shareholders 7. Signing company documents 8. Funding the company's operations 9. Returns to shareholders 10. Annual financial reports and audit 11. Disagreements within the company 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 certificate 119. Company comes into existence on registration 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 itself 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 constructive notice PART 2B.3 -- CONTRACTS BEFORE REGISTRATION 131. Contracts before registration 132. Person may be released from liability but is not entitled to indemnity 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 constitution 138. ASIC may direct company to lodge consolidated constitution 139. Company must send copy of constitution to member 140. Effect of constitution and replaceable rules 141. Table of replaceable rule PART 2B.5 -- REGISTERED OFFICE AND PLACES OF BUSINESS 142. Registered office 143. ASIC may change address of registered office to a director's address 144. Company's name must be displayed at registered office etc. 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 namepre-existing licences 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 documents 156. Carrying on business using "Limited", "No Liability" or "Proprietary" in name Division 2 -- Changing a company's name 157. Company changing its name 158. ASC's power to direct company to change its name [see Note 2] 159. ASIC's power to include "Limited" in company's name 160. ASIC must issue new certificate if company's name changes 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 company in certain circumstances 166. Effect of change of type 167. Issue of shares by company or holding companycompany limited by guarantee changing to company limited by shares 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 documents 171. Register of debenture holders 172. Location of registers [see Note 4] 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 employees Division 1 -- General duties 180. Care and diligencecivil obligation only 181. Good faithcivil obligations 182. Use of positioncivil obligations 183. Use of informationcivil obligations 184. Good faith, use of position and use of informationcriminal offences 185. Interaction of sections 180 to 184 with other laws etc. 186. Territorial application of sections 180 to 184 187. Directors of wholly-owned subsidiaries 188. Responsibility of secretaries and directors for certain contraventions 189. Reliance on information or advice provided by others 190. Responsibility for actions of delegate 191. Material personal interestdirector's duty to disclose Division 2 -- Disclosure of, and voting on matters involving, material personal interests 192. Director may give other directors standing notice about an interest 193. Interaction of sections 191 and 192 with other laws etc. 194. Voting and completion of transactionsdirectors of proprietary companies (replaceable rulesee section 135) 195. Restrictions on votingdirectors of public companies only 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 corporation as trustee Division 4 -- Powers 198A. Powers of directors (replaceable rulesee section 135) 198B. Negotiable instruments (replaceable rulesee section 135) 198C. Managing director (replaceable rulesee section 135) 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, secretary, other officer or auditor 199C. Certain indemnities, exemptions, payments and agreements not authorised and certain documents void Division 2 -- Termination payments 200A. When benefit given in connection with retirement from office 200B. Retirement benefits generally need membership approval 200C. Benefits on transfer of undertaking or property need membership approval 200D. Contravention to receive benefit without member approval 200E. Approval by members 200F. Exempt benefits and benefits given in certain circumstances 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 72 201D. Consent to act as director 201E. Special rules for the appointment of public company directors 201F. Special rules for the appointment of directors for single director/single shareholder proprietary companies 201G. Company may appoint a director (replaceable rulesee section 135) 201H. Directors may appoint other directors (replaceable rulesee section 135) 201J. Appointment of managing directors (replaceable rulesee section 135) 201K. Alternate directors (replaceable rulesee section 135) 201L. SignpostASIC to be notified of appointment 201M. Effectiveness of acts by directors Division 2 -- Remuneration of directors 202A. Remuneration of directors (replaceable rulesee section 135) 202B. Members may obtain information about directors' remuneration 202C. Special rule for single director/single shareholder proprietary companies Division 3 -- Resignation, retirement or removal of directors 203A. Director may resign by giving written notice to company (replaceable rulesee section 135) 203B. Signpost to consequences of disqualification from managing corporations 203C. Removal by membersproprietary companies (replaceable rulesee section 135) 203D. Removal by memberspublic companies 203E. Director cannot be removed by other directorspublic companies 203F. Termination of appointment of managing director (replaceable rulesee section 135) 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 (replaceable rulesee section 135) 204G. Signpost to consequences of disqualification from managing corporations PART 2D.5 -- PUBLIC INFORMATION ABOUT DIRECTORS AND SECRETARIES 205A. Director, secretary or alternate director may notify ASIC of resignation or retirement 205B. Notice of name and address of directors and secretaries to ASIC 205C. Director and secretary must give information to company 205D. Address for officers 205E. ASIC's power to ask for information about person's position as director or secretary 205F. Director must give information to company 205G. Listed companydirector to notify securities exchange of shareholdings etc. PART 2D.6 -- DISQUALIFICATION FROM MANAGING CORPORATIONS 206A. Disqualified person not to manage corporations 206B. Automatic disqualification 206C. Court power of disqualificationcontravention of civil penalty provision 206D. Court power of disqualificationinsolvency and non-payment of debts 206E. Court power of disqualificationrepeated contraventions of Law 206F. ASIC's power of disqualification 206G. Court power to grant leave 206H. Territorial application of this Part 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 210. Arm's length terms Division 2 -- Exceptions to the requirement for member approval 211. Remuneration and reimbursement for officer or employee 212. Indemnities, exemptions, insurance premiums and payment for legal costs for officers 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 ASIC 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 resolution 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 company 237. Applying for and granting leave 238. Substitution of another person for the person granted leave 239. Effect of ratification by members 240. Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave 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 support of class 246E. Variation, cancellation or modification with unanimous support of class 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 investment scheme 247B. Ancillary orders 247C. Disclosure of information acquired in inspection 247D. Company or directors may allow member to inspect books (replaceable rule see section 135) CHAPTER 2G -- MEETINGS PART 2G.1 -- DIRECTORS' MEETINGS Division 1 -- Resolutions and declarations without meetings 248A. Circulating resolutions of companies with more than 1 director (replaceable rule see section 135) 248B. Resolutions and declarations of 1 director proprietary companies Division 2 -- Directors' meetings 248C. Calling directors' meetings (replaceable rule see section 135) 248D. Use of technology 248E. Chairing directors' meetings (replaceable rule see section 135) 248F. Quorum at directors' meetings (replaceable rule see section 135) 248G. Passing of directors' resolutions (replaceable rule see section 135) PART 2G.2 -- MEETINGS OF MEMBERS OF COMPANIES Division 1 -- Resolutions without meetings 249A. Circulating resolutions of proprietary companies with more than 1 member Division 2 -- Who may call meetings of members 249B. Resolutions of 1 member companies 249C. Calling of meetings of members by a director (replaceable rulesee section 135) 249CA.Calling of meetings of members of a listed company by a director 249D. Calling of general meeting by directors when requested by members 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 rulesee section 135) 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 rulesee section 135) 249U. Chairing meetings of members (replaceable rulesee section 135) 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 companies and mandatory rule for public companiessee section 135) 249Y. Rights of proxies 249Z. Company sending appointment forms or lists of proxies must send to all members 250A. Appointing a proxy 250B. Proxy documents 250BA.Proxy documentslisted 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 rulesee section 135) 250F. Jointly held shares (replaceable rulesee section 135) 250G. Objections to right to vote (replaceable rulesee section 135) 250H. Votes need not all be cast in the same way 250J. How voting is carried out (replaceable rulesee section 135) 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 rulesee section 135) 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 AGM 250T. Questions by members of auditors at AGM PART 2G.3 -- MINUTES AND MEMBERS' ACCESS TO MINUTES 251A. Minutes 251AA.Disclosure of proxy voteslisted 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 requested by members 252C. Failure of responsible entity to call meeting of the scheme's members 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 auditors 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' resolutions 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 must send to all members 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 resolution 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 preference shares 254B. Terms of issue 254C. No par value shares 254D. Pre-emption for existing shareholders on issue of shares in proprietary company (replaceable rulesee section 135) 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 number 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 PART 2H.3 -- PARTLY-PAID SHARES 254M. Liability on partly-paid shares 254N. Calls may be limited to when company is externally-administered 254P. No liability companiescalls on shares 254Q. No liability companiesforfeiture and sale of shares for failure to meet call 254R. No liability companiesredemption 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 rulesee section 135) 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 section 256B 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 proceduregeneral 257C. Buy-back procedureshareholder approval if the 10/12 limit exceeded 257D. Buy-back procedurespecial shareholder approval for selective buy-back 257E. Buy-back procedurelodgment of offer documents with ASIC 257F. Notice of intended buy-back 257G. Buy-back proceduredisclosure of relevant information when offer made 257H. Acceptance of offer and transfer of shares to the company 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 company 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 259B PART 2J.3 -- FINANCIAL ASSISTANCE 260A. Financial assistance by a company for acquiring shares in the company or a holding company 260B. Shareholder approval 260C. Exempted financial assistance 260D. Consequences of failing to comply with section 260A 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 administrator 267. Charges in favour of certain persons void in certain cases 268. Assignment and variation of charges 268A. Assignment of charges under the State Bank (Corporatisation) Act 1994 of South Australia 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 charges 272. Certificates 273. Registration under other legislation relating to charges 274. Power of Court to rectify Register 275. Charges of company existing before 1 January 1991 275A. Charges of bodies to which section 1362CJ applies 276. Charges of body corporate registered as a company 276AA.Charges of company transferring jurisdiction 276A. Charges of recognised companies and certain foreign companies 277. Power to exempt from compliance with certain requirements of Division PART 2K.3 -- ORDER OF PRIORITY 278. Interpretation 279. Priorities of charges 280. General priority rules in relation to registered charges 281. General priority rule in relation to unregistered charges 282. Special priority rules CHAPTER 2L -- DEBENTURES PART 2L.1 -- REQUIREMENT FOR TRUST DEED AND TRUSTEE 260FA.Requirement for trust deed and trustee 260FB.Trust deed 260FC.Who can be a trustee 260FD.Existing trustee continues to act until new trustee takes office 260FE.Replacement of trustee PART 2L.2 -- DUTIES OF BORROWER 260GA.Duties of borrower 260GB.General duties 260GC.Duty to notify ASIC of name of trustee 260GD.Duty to replace trustee 260GE.Duty to inform trustee about charges 260GF.Duty to give trustee and ASIC quarterly reports 260GG.Exceptions 260GH.How debentures may be described 260GI.Offences for failure to comply with statutory duties PART 2L.3 -- DUTIES OF GUARANTOR 260HA.Duties of guarantor 260HB.General duties 260HC.Duty to inform trustee about charges 260HD.Exceptions 260HE.Offences for failure to comply with statutory duties PART 2L.4 -- TRUSTEE 260JA.Trustee's duties 260JB.Exemptions and indemnifications of trustee from liability 260JC.Indemnity PART 2L.5 -- MEETINGS OF DEBENTURE HOLDERS 260KA.Borrower's duty to call meeting 260KB.Trustee's power to call meeting 260KC.Court may order meeting PART 2L.6 -- CIVIL LIABILITY 260L. Civil liability for contravening this Chapter PART 2L.7 -- ASIC POWERS 260MA.ASIC's power to exempt and modify 260MB.ASIC may approve body corporate to be trustee PART 2L.8 -- COURT 260NA.General Court power to give directions and determine questions 260NB.Specific Court powers PART 2L.9 -- LOCATION OF OTHER DEBENTURE PROVISIONS 260P. 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' reports 293. Small proprietary companyshareholder direction 294. Small proprietary companyASIC 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' reportgeneral information 300. Annual directors' reportspecific information 300A. Annual directors' reportspecific information to be provided by listed companies 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 directors' report 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 guarantors 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 [see Note 2] 320. Lodgment of half-year reports with ASIC 321. ASC power to require lodgment 322. Relodgment if financial statements or directors' reports amended after lodgment Division 6 -- Special provisions about consolidated financial statements 323. Directors and officers of controlled entity to give information 323A. Auditor's power to obtain information from controlled entity 323B. Controlled entity to assist auditor 323C. Application of Division to entity that has ceased to be controlled 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 overseas 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 338. Severing invalid provisions 339. Evidence of text of accounting standard [see Note 2] 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 resolutioncompanies 347. Lodging annual return with ASIC 348. Contents of annual returncompanies [see Notes 2 and 5] 349. Contents of annual returnregistered schemes [see Note 3] 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 Part 5.1. bodies 414. Acquisition of shares of shareholders dissenting from scheme or contract approved by majority 415. Notification of appointment of scheme manager and power of Court to require report 415A. Enforcement of orders made in other jurisdictions PART 5.2 -- RECEIVERS, AND OTHER CONTROLLERS, OF PROPERTY OF CORPORATIONS 416. Interpretation 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 property used by corporation 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 despite prior charge 420C. Receiver's power to carry on corporation's business during winding up 421. Controller's duties in relation to bank accounts and financial records 421A. Managing controller to report within 2 months about corporation's affairs 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 acting 429. Officers to report to controller about corporation's affairs 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 charge, in priority to claims under charge 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. Interpretation 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 become insolvent 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 transaction 437F. Effect of administration on company's members Division 4 -- Administrator investigates company's affairs 438A. Administrator to investigate affairs and consider possible courses of action 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 company 440D. Stay of proceedings 440E. Administrator not liable in damages for refusing consent 440F. Suspension of enforcement process 440G. Duties of court officer in relation to property of company 440H. Lis pendens taken to exist 440J. Administration not to trigger liability of director or relative under guarantee of company's liability Division 7 -- Rights of chargee, owner or lessor 441A. Where chargee acts before or during decision period 441B. Where enforcement of charge begins before administration 441C. Charge on perishable property 441D. Court may limit powers of chargee etc. in relation to charged property 441E. Giving a notice under a charge 441F. Where recovery of property begins before administration 441G. Recovering perishable property 441H. Court may limit powers of receiver etc. in relation to property used by company 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 crystallised 442C. When administrator may dispose of encumbered property 442D. Administrator's powers subject to powers of chargee, receiver etc. 442E. Administrator has qualified privilege 442F. Protection of persons dealing with administrator Division 9 -- Administrator's liability and indemnity for debts of administration Subdivision A -- Liability 443A. General debts 443B. Payments for property used or occupied by, or in the possession of, the company 443BA.Certain taxation liabilities 443C. Administrator not otherwise liable for company's debts Subdivision B -- Indemnity 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 execution 444D. Effect of deed on creditors 444E. Protection of company's property from persons bound by deed 444F. Court may limit rights of secured creditor or owner or lessor 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 up 445F. Meeting of creditors to consider proposed variation or termination of deed 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 appointed 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 arrangement 449E. Remuneration of administrator Part /division> 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 arrangement 451C. Effect of things done during administration of company 451D. Time for doing act does not run while act prevented by this Part 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 464 459C. Presumptions to be made in certain proceedings 459D. Contingent or prospective liability relevant to whether company solvent Division 2 -- Statutory demand 459E. Creditor may serve statutory demand on company 459F. When company taken to fail to comply with statutory demand Division 3 -- Application to set aside statutory demand 459G. Company may apply 459H. Determination of application where there is a dispute or offsetting claim 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 demand 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 Court 462. Standing to apply for winding up 464. Application for winding up in connection with investigation under ASC Law 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 application 466. Payment of preliminary costs etc. 467. Court's powers on hearing application 467A. Effect of defect or irregularity on application under Part 5.4 or 5.4A. 467B. Court may order winding up of company that is being wound up voluntarily 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 process 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 liquidator 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 avoiding liability to company 486B. Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with winding up 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 voluntarily 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 insolvent 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 sale of property of company 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 exercised 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 Part 5.3A 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 519. Exceptions for former unlimited company 520. Past member: later debts 521. Person ceasing to be a member a year or more before winding up 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 books 531. Books to be kept by liquidator 532. Disqualification of liquidator 533. Reports by liquidator 534. Prosecution by liquidator of delinquent officers and members 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 liquidator 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 Commission 545. Expenses of winding up where property insufficient 546. Resolutions passed at adjourned meetings of creditors and contributories 547. Meetings to ascertain wishes of creditors or contributories Division 5 -- Committees of inspection 548. Convening of meetings by liquidator for appointment of committee of inspection 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 553. Debts or claims that are provable in winding up Division 6 -- Proof and ranking of claims Subdivision A -- Admission to proof of debts and claims 553A. Member cannot prove debt unless contributions paid 553AA.Selling shareholder cannot prove debt unless documents given 553B. Insolvent companiespenalties and fines not generally provable 553C. Insolvent companiesmutual credit and set-off 553D. Debts or claims may be proved formally or informally 553E. Application of Bankruptcy Act to winding up of insolvent company Subdivision B -- Computation of debts and claims 554. General rulecompute amount as at relevant date 554A. Determination of value of debts and claims of uncertain value 554B. Discounting of debts payable after relevant date 554C. Conversion into Australian currency of foreign currency debts or claims Subdivision C -- Special provisions relating to secured creditors of insolvent companies 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 Subdivision D -- Priorities 555. Debts and claims proved to rank equally except as otherwise provided 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 employees 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 satisfied 563AAA.Redemption of debentures Subdivision E -- Miscellaneous 563B. Interest on debts and claims from relevant date to date of payment 563C. Debt subordination 564. Power of Court to make orders in favour of certain creditors Division 7 -- Effect on certain transactions 565. Undue preference 566. Effect of floating charge 567. Liquidator's right to recover in respect of certain transactions Division 7A -- Disclaimer of onerous property 568. Disclaimer by liquidator; application to Court by party to contract 568A. Liquidator must give notice of disclaimer 568B. Application to set aside disclaimer before it takes effect 568C. When disclaimer takes effect 568D. Effect of disclaimer 568E. Application to set aside disclaimer after it has taken effect 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. Interpretation 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 5.7A -- RECIPROCITY WITH OTHER JURISDICTIONS Division 1 -- Application of Part 5.3A to matters arising under corresponding laws 588AA.Application in this jurisdiction 588AB.Enforcement of orders Division 2 -- Winding up recognised companies 588A. Enforcement of winding up orders made in other jurisdictions 588B. Functions and powers in this jurisdiction of liquidators from other jurisdictions 588C. Outstanding property of defunct recognised company 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 payments set aside 588FGB.Defences in proceedings under section 588FGA 588FH.Liquidator may recover from related entity benefit resulting from insolvent transaction 588FI.Creditor who gives up benefit of unfair preference may prove for preferred debt 588FJ.Floating charge created within 6 months before relation-back day Division 3 -- Director's duty to prevent insolvent trading 588G. Director's duty to prevent insolvent trading by company 588H. Defences Division 4 -- Director liable to compensate company Subdivision A -- Proceedings against director 588J. On application for civil penalty order, Court may order compensation 588K. Criminal court may order compensation 588L. Enforcement of order under section 588J or 588K 588M. Recovery of compensation for loss resulting from insolvent trading 588N. Avoiding double recovery 588P. Effect of sections 588J, 588K and 588M 588Q. Certificates evidencing contravention Subdivision B -- Proceedings by creditor 588R. Creditor may sue for compensation with liquidator's consent 588S. Creditor may give liquidator notice of intention to sue for compensation 588T. When creditor may sue for compensation without liquidator's consent 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 trading 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 entitlements 596AC. Person who contravenes section 596AB liable to compensate for loss 596AD. Avoiding double recovery 596AE. Effect of section 596AC 596AF. Employee may sue for compensation with liquidator's consent 596AG. Employee may give liquidator notice of intention to sue for compensation 596AH. When employee may sue for compensation without liquidator's consent 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 section 596B 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 examinable affairs 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 determined by related entity 600B. Review by Court of resolution of creditors passed on casting vote of person presiding at meeting 600C. Court's powers where proposed resolution of creditors lost as casting vote of person presiding at meeting 600D. Interim order on application under section 600A, 600B or 600C 600E. Order under section 600A or 600B does not affect act already done pursuant to resolution 600F. Limitation on right of suppliers of essential services to insist on payment as condition of supply Division 4 -- Transitional 601. Winding up started before commencement of this Chapter CHAPTER 5A -- DEREGISTRATION OF COMPANIES 601AA.Deregistrationvoluntary 601AB.DeregistrationASIC initiated 601AC.Deregistrationfollowing 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 company 601AG.Claims against insurers of deregistered company 601AH.Reinstatement 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 companies 601BB.Bodies registered as proprietary companies 601BC.Applying for registration under this Part 601BD.ASIC gives body ACN, registers as company and issues certificate 601BE.Registered office 601BF.Name 601BG.Constitution 601BH.Modifications of constitution 601BJ.ASIC may direct company to apply for Court approval for modifications of constitution 601BK.Establishing registers and minute books 601BL.Registration of registered bodies Division 2 -- Operation of the Corporations Law 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 par value in existing contracts and documents 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 this jurisdiction 601CB.Application for registration 601CC.Cessation of business etc. Division 2 -- Foreign companies 601CD.When a foreign company may carry on business in this jurisdiction 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 Commission about register kept under section 601CM 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 business 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 non-companies 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 can carry on business with some names only 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 on documents 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 licence 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 entity 601FH.Liquidator etc. of responsible entity entitled to exercise indemnity rights Division 2 -- Changing the responsible entity 601FJ.Changes only take effect when ASIC alters record of registration 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 temporary responsible entity 601FP.Appointment of temporary responsible entity by Court 601FQ.Temporary responsible entity to take steps for appointment of new responsible entity Division 3 -- Consequences of change of responsible entity 601FR.Former responsible entity to hand over books and provide reasonable assistance 601FS.Rights, obligations and liabilities of former responsible entity 601FT.Effect of change of responsible entity on documents etc. to which former responsible entity is party 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 scheme's plan 601HC.Directors must sign lodged copy of compliance plan 601HD.ASIC may require further information about compliance plan 601HE.Changing the compliance plan 601HF.ASIC may require consolidation of compliance plan to be lodged [see Note 2] 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 certain cases 601JF.When can responsible entity indemnify compliance committee members? 601JG.When can responsible entity pay insurance premiums for compliance committee members? 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 schemesoffers 601KC.Non-liquid schemesonly one withdrawal offer to be open at any time 601KD.Non-liquid schemes-how payments are to be made 601KE.Non-liquid schemes-responsible entity may cancel withdrawal offer PART 5C.7 -- RELATED PARTY TRANSACTIONS 601LA.Chapter 2E applies with modifications 601LB.Replacement section 207 Purpose 601LC.Replacement section 208 Need for member approval for financial benefit 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 contravene this Law 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 accomplished 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 orders 601QB.Modification by regulations CHAPTER 6 -- TAKEOVERS 602. Purposes of Chapter 603. Chapter extends to some listed bodies that are not companies 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 voting shares 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 4 613. Bidder not to exercise voting rights if failure to send bids for off-market acquisitionexception 2 or 3 615. Treatment of foreign holders under equal access issueexception 10 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 class 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 bids 628. Conditions requiring payments to officers of target not allowed in off-market bids 629. Conditions turning on bidder's or associate's opinion not allowed in off-market bids 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 connected with target 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 Subdivision A -- Experts' reports 648A. Experts' reports Subdivision B -- Sending documents to holders of securities 648B. Address at which bidder may send documents to holders of securities 648C. Manner of sending documents to holders of securities Subdivision C -- Effect of proportional takeover approval provisions 648D. Constitution may contain proportional takeover approval provisions 648E. Resolution to be put if proportional bid made 648F. Effect of rejection of approval resolution 648G. Including proportional takeover provisions in constitution 648H. Effect of Subdivision PART 6.6 -- VARIATION OF OFFERS Division 1 -- Market bids 649A. General 649B. Market bidsraising bid price 649C. Market bidsextending the offer period Division 2 -- Off-market bids (express variation by bidder) 650A. General 650B. Off-market bidsconsideration offered 650C. Off-market bidsextension of offer period 650D. Off-market bidsmethod 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 fulfilled Division 3 -- Off-market bids (automatic variations) 651A. Off-market bideffect on bid consideration of purchases made outside bid 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 off-market bid PART 6.9 -- OTHER ACTIVITIES DURING THE BID PERIOD 654A. Bidder not to dispose of securities during the bid period 654B. Disclosures about substantial shareholdings in listed companies 654C. Disclosures about substantial shareholdings in unlisted companies 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 Subdivision A -- Review of ASIC's exercise of its exemption or modification powers 656A. Review of exercise of exemption or modification powers 656B. Operation and implementation of a decision that is subject to review Subdivision B -- Unacceptable circumstances 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 contravention of Panel order 657H. ASIC may publish report about application to Panel or Court Subdivision C -- General provisions 658A. Power of Panel where a proceeding is frivolous or vexatious 658B. Evidentiary value of findings of fact by Panel 658C. Panel's power to make rules 658D. Inconsistency between Panel and ASIC exemptions or modifications 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 companies 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. Signpostcompleting 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 securities 662B. Bidder to tell remaining holders of their right to be bought out 662C. Right of remaining holder of securities in the bid class to be bought out Division 3 -- Compulsory buy-out of convertible securities 663A. Bidder must offer to buy out holders of convertible securities 663B. Bidder to tell holders of convertible securities of their right to be bought out 663C. Right of holders of convertible securities to be bought out 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. Signpostcompleting 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 securities 665B. 100% holder to tell holders of convertible securities of their right to be bought out 665C. Right of holders of convertible securities to be bought out 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 and relationships 667C. Valuation of securities PART 6A.5 -- RECORDS OF UNCLAIMED CONSIDERATION 668A. Company's power to deal with unclaimed consideration for compulsory acquisition 668B. Unclaimed consideration to be transferred to ASIC PART 6A.6 -- ASIC POWERS 669. ASIC's power to exempt and modify Chapter 6 and 6A matters CHAPTER 6B -- RIGHTS AND LIABILITIES IN RELATION TO CHAPTER 6 AND 6A MATTERS 670A. Misstatements in, or omissions from, takeover and compulsory acquisition and buy-out documents 670B. Right to recover for loss or damage resulting from contravention 670C. People liable on takeover or compulsory acquisition statement to inform maker about deficiencies in the statement 670D. Defences against prosecutions under subsection 670A(3) and actions under section 670B 670E. Liability for proposing a bid or not carrying through with bid 670F. Defences CHAPTER 6C -- INFORMATION ABOUT OWNERSHIP OF LISTED COMPANIES AND MANAGED INVESTMENT SCHEMES 671A. Chapter extends to some listed bodies that are not companies PART 6C.1 -- SUBSTANTIAL HOLDING INFORMATION 671B. Information about substantial holdings must be given to company, responsible entity and relevant securities exchange 671C. Civil liability PART 6C.2 -- TRACING BENEFICIAL OWNERSHIP OF SHARES 672A. Disclosure notices 672B. Disclosure by member of relevant interests and instructions 672C. ASIC may pass information on to person who made request 672D. Fee for complying with a direction given by a company or scheme under this Part 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 scheme 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 offer information statements Division 4 -- Disclosure requirements 710. Prospectus contentgeneral disclosure test 711. Prospectus contentspecific disclosures 712. Prospectus contentshort form prospectuses 713. Special prospectus content rules for continuously quoted securities 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 document 722. Application money to be held on trust 723. Issuing or transferring the securities under a disclosure document 724. Choices open to person making the offer if disclosure document condition not met or disclosure document defective 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 document 728. Misstatement in, or omission from, disclosure document 729. Right to recover for loss or damage resulting from contravention 730. People liable on disclosure document to inform person making the offer about deficiencies in the disclosure document 731. Due diligence defence for prospectuses 732. Lack of knowledge defence for offer information statements and profile statements 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 1 -- Change of company type 766A. Exchange may change its type under this Division 766B. Applying for change of type 766C. Change of type 766D. Effect of change of type 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 situation 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 exchange 769B. Minister's directions to comply with ongoing requirements 769C. Annual report by securities exchange about compliance with ongoing requirements 769D. Special report by securities exchange about compliance with ongoing requirements 770. Approval of approved securities organisation 770A. Approval of special stock markets for unquoted prescribed interests 770B. Section 770A stock marketsseparate markets exist in relation to different kinds of prescribed interests 770C. Section 770A stock marketsregulations may make additional provision 771. Exempt stock market 772. Publication of instruments executed under section 769, 770, 770A or 771 772A. Business rules bind securities exchange and its members 772B. Self-listing by securities exchanges 773. Auction, by licensed auctioneer, of forfeited shares 774. Commission to be notified of amendments to rules 775. Power of Commission to prohibit trading in particular securities 776. Securities exchanges to provide assistance to Commission 777. Power of Court to order compliance with or enforcement of business rules or listing rules of securities exchange 778. Gaming and wagering laws not applicable to certain contracts and relevant agreements 779. Qualified privilege PART 7.2A -- THE SECURITIES CLEARING HOUSE 779A. Interpretation 779B. Approval of securities clearing house 779C. Commission to be notified of amendments of business rules 779D. Securities clearing house to assist Commission 779E. Securities clearing house to notify Commission of disciplinary action 779F. SCH business rules have effect as contract 779G. Power of Court to order compliance with provisions of SCH business rules 779H. Qualified privilege in respect of disciplinary proceedings 779J. Provision of settlement facilities not a securities business etc. 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 786A. Security given under previous law 787. Licensee to notify breach of licence condition 788. Giving information and statements to Commission 789. Register of Licence Holders 790. Notifying change in particulars 791. Annual statement of licensee 792. Time for lodging annual statement 793. Commission may extend period for lodging statement Division 2 -- Agreements with unlicensed persons Subdivision A -- Agreements affected 794. Certain persons not clients 795. Agreements with unlicensed persons Subdivision B -- Effect on agreements 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 802 804. Client may recover commission paid to non-licensee 805. Remedies under this Division additional to other remedies 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 authorities 811. Licensee to notify Commission of location and contents of register 812. Inspection and copying of register 813. Disclosure to non-dealer 814. Commission may require production of authority 815. Commission 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 representative's conduct 820. Presumptions about certain matters 821. No contracting out of liability for representative's conduct 822. Effect of Division Division 5 -- Excluding persons from the securities industry 824. Power to revoke, without a hearing, licence held by natural person 825. Power to revoke, without a hearing, licence held by body corporate 825A. Power to revoke responsible entity's licence without a hearing 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 suspended 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 838 840. Effect of previous orders under laws corresponding to 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. Power of Commission 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 recommendation 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 client 853. Qualified privilege for adviser when complying with this Division 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 Commission on certain matters 862. Securities exchange to report to Commission on certain matters 863. Qualified privilege for auditor 864. Securities exchange may impose additional obligations on members 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 debts 872. Money lent to dealer 873. Scrip in dealer's custody 874. Court may freeze certain bank accounts of dealers and former dealers 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 money PART 7.7 -- REGISTERS OF INTERESTS IN SECURITIES 879. Interpretation 880. Application of Part 881. Register to be maintained 882. Commission to be notified of certain matters on establishment of Register 883. Commission to be notified of changes in certain matters 884. Defences 885. Power of Commission to require production of Register 886. Power of Commission to require certain information 887. Power of Commission 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 or futures association 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 securities 914. Subrogation of securities exchange to rights etc. of claimant on payment from fund 915. Payment of claims only from fund 916. Provision where fund insufficient to meet claims or where claims exceed total amount payable 917. Power of securities exchange to enter into contracts of insurance or indemnity 918. Application of insurance money 919. Contribution or levy not payable unless imposed by an Act 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 926. Functions and powers 927. Management sub-committee 927A. Sub-delegation by management sub-committee 928. Commission to be notified of amendments to business rules Division 3 -- The National Guarantee Fund 928A. Interpretationborrowing 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 organisations 942. Levy not payable unless imposed by an Act 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 dealer 950. Claim by buying dealer in respect of default by selling dealer 950A. Effect of novation, under business rules, of agreement for purchase 951. Claim by selling client in respect of default by selling dealer 952. Claim by buying client in respect of default by buying dealer 952A. Cash settlement of claimsSCH-regulated transfers 953. Cash settlement of claimstransfers other than SCH-regulated transfers 954. Making of claims Division 6A -- Securities loans guarantees 954A. Interpretationgeneral definitions 954B. Interpretationguaranteed securities loan and related concepts 954C. Effect of using a transfer delivery service 954D. Claim by lender in respect of borrower's failure to discharge obligation 954E. Effect of novation, under business rules, of guaranteed securities loan 954F. How and when claim to be made 954G. How claim in respect of securities or non-money security benefits is to be satisfied 954H. How claim in respect of an amount of money is to be satisfied 954J. Nexus with this jurisdiction 954K. Preventing double recovery 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 transactions 954P. Claim in respect of failure to transfer net number of securities in respect of transactions 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 954U. Nexus with this jurisdiction 954V. Preventing double recovery 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 954ZB. Nexus with this jurisdiction 954ZC. Preventing double recovery Division 7 -- Unauthorised transfer 955. Interpretation 955A. Extended application of Division to non-marketable securities 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 961A. Nexus between dealer and this jurisdiction 961B. Preventing double recovery Division 7A -- Contraventions of SCH certificate cancellation provisions 961C. Interpretation 961D. Claim in respect of contravention of SCH certificate cancellation provisions 961E. How and when claim may be made 961F. How claim is to be satisfied 961G. Discretionary further compensation 961H. Preventing double recovery Division 8 -- Claims in respect of insolvent members 962. Interpretation 963. Claim in respect of property entrusted to, or received by, dealer before dealer became insolvent 964. Cash settlement of claims where property unobtainable 965. Ordering of alternative claims and prevention of double recovery 966. No claim in respect of money lent to dealer 966A. No claim unless nexus between dealer and this jurisdiction 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 to transfer securities 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 claims 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. Power of Commission to modify effect of claims Divisions Division 10 -- Transitional 984. Definitions 985. Assets and liabilities of joining exchange's fidelity fund 986. Final accounts in respect of joining exchange's fidelity fund 987. Application of liability provisions in relation to transferred claims 988. Claims under corresponding previous law 989. Expenses incurred under corresponding previous law 990. Money payable under corresponding previous law 991. Contracts made under corresponding previous law 992. Periods prescribed by business rules of exchange for purposes of corresponding previous law 993. Court proceedings and orders PART 7.11 -- CONDUCT IN RELATION TO SECURITIES Division 2 -- Prohibited conduct 995. Misleading or deceptive conduct 995A. Application of State Fair Trading Act provisions 997. Stock market manipulation 998. False trading and market rigging transactions 999. False or misleading statements in relation to securities 1000. Fraudulently inducing persons to deal in securities 1001. Dissemination of information about illegal transactions Division 2A -- Insider trading 1001A. Continuous disclosurelisted disclosing entities 1001B. Continuous disclosureunlisted disclosing entities 1001C. Sections 1001A and 1001Bwhen information is generally available 1001D. Sections 1001A and 1001Bmaterial effect on price or value 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 corporate 1002F. Information in possession of partner or employee of partnership 1002G. Prohibited conduct by person in possession of inside information 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 requirement 1002M. Chinese wall arrangements by bodies corporate 1002N. Chinese wall arrangements by partnerships etc. 1002P. Exception for knowledge of person's own intentions or activities 1002Q. Exception for bodies corporate 1002R. Exception for officers or agents of body corporate 1002S. Transactions by holder of dealers licence or a representative of the holder of such a licence 1002T. Prosecutions and defences 1002U. Powers of court Division 4 -- Civil liability Subdivision A -- General 1005. Civil liability for contravention of this Part Subdivision C -- Liability in respect of unlawful market activity 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 rulesee section 135) 1091AB.Transmission of shares on bankruptcy (replaceable rulesee section 135) 1091A.Rights of trustee of estate of bankrupt shareholder 1091B.Transmission of shares on mental incapacity (replaceable rulesee section 135) 1091C.Trustee etc. may be registered as owner of shares 1091D.Registration of transfers (replaceable rulesee section 135) 1091E.Additional general discretion for directors of proprietary companies to refuse to register transfers (replaceable rulesee section 135) 1092. Registration of transfer at request of transferor 1093. Notice of refusal to register transfer 1094. Remedy for refusal to register transfer or transmission 1095. Certification of transfers 1096. Duties of company with respect to issue of certificates 1096A.Notices relating to non-beneficial and beneficial ownership of shares Division 3 -- Transfer of marketable securities and marketable rights Subdivision A -- Interpretation 1097. Interpretation 1097A.Quoted securities and rights 1097B.SCH business rules may extend meaning of quoted securities or quoted rights 1097C.Commission may declare Law applies to securities as if they were quoted securities or rights 1097D.Transfer that substantially complies with SCH business rules 1098. Document duly completed in accordance with a particular form 1099. Stamping of documents Subdivision B -- Sufficient transfers (transfers other than SCH-regulated transfers) 1099A.Subdivision does not apply to SCH-regulated transfers 1100. Sufficient transfers 1101. What is a sufficient transfer of marketable securities or marketable rights: generally 1102. What is a sufficient transfer by an authorised trustee corporation 1103. Transferee's execution of transfer of marketable securities 1104. Transferee's execution of transfer of marketable rights 1105. Effect where document purports to bear transferor's broker's stamp 1106. Warranties by securities exchange where document purports to bear its stamp 1107. Indemnities by securities exchange and broker where documents purport to bear their stamps 1108. Joint and several warranties and liabilities 1108A.Marketable securities and rights from other jurisdictions: effect of sections 1105 to 1108 1109. Registration of certain instruments Subdivision C -- SCH-regulated transfers 1109A.Member organisation's authority to enter into transaction continues despite client's death 1109B.Authority to enter into transaction gives authority to transfer 1109C.Effect of proper SCH transfer 1109D.Effect of proper SCH transfer on transferee 1109E.Warranties by member organisation whose identification code is included in transfer document 1109F.Indemnities in respect of warranted matters 1109G.Joint and several warranties and liabilities 1109H.Quoted securities and rights from other jurisdictions: effect of sections 1109E, 1109F and 1109G 1109J.Securities clearing house entitled to assume its business rules complied with 1109K.SCH-regulated transfer not to be registered unless proper SCH transfer 1109L.Issuing body not to refuse to register proper SCH transfer 1109M.Trustees and legal representatives may be SCH participants etc. 1109N.Determination of who holds quoted securities for the purposes of a meeting 1109P.Determination of who holds quoted securities for the purposes of conferring security benefits Subdivision D -- Miscellaneous 1110. Operation of Division 1111. Occupation need not appear in transfer document, register etc. 1112. Offences: stamping of broker's stamp on sufficient transfer 1112A.Offences: inclusion of identification codes in proper SCH transfers 1112B.Offences: contravention by broker of the SCH certificate cancellation provisions relating to use of cancellation stamps 1112C.Civil liability: contravention by broker of the SCH certificate cancellation provisions 1112D.Issuer protected from civil liability for broker's contravention of SCH certificate cancellation provisions Division 4 -- Exemptions and modifications 1113. General powers of Commission 1113A.Power of Commission 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", "sharebroker" and "stock exchange" 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 exchanges and futures associations 1136. Commission to be notified of amendments of business rules 1137. Orderly markets in futures contractsfunctions and powers of futures exchanges and clearing houses 1138. Orderly markets in futures contractspowers of Commission 1139. Futures exchanges and others to assist Commission 1140. Power of Court to order observance or enforcement of business rules of futures exchange, clearing house or futures association 1141. Gaming and wagering laws not applicable to certain futures contracts and Chapter 8 agreements 1141A.Qualified privilege in respect of disciplinary proceedings 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 1146. Licences under corresponding previous laws 1147. Conditions of licence: general 1148. Conditions of futures brokers licence: membership of futures organisation 1149. Conditions of futures brokers licence: assets and liabilities 1150. Conditions of licence: supervision of representatives 1151. Revocation and variation of licence conditions 1152. Futures organisations to be informed about conditions of futures brokers licence 1153. Licensee to notify breach of licence condition 1154. Commission may require licensed futures broker to give information 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 Subdivision A -- Agreements affected 1159. Excluded clients 1160. Agreement about a dealing in breach of section 1142 1161. Agreement with corporation acting in breach of section 1143 Subdivision B -- Effect on agreements 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 1168 1170. Client may recover commission paid to non-licensee 1171. Remedies under this Division additional to other remedies 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 authorities 1177. Licensee to notify Commission of location and contents of register 1178. Inspection and copying of register 1180. Commission may require production of authority 1181. Commission may give licensee information about representative 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 representative's conduct 1186. Presumptions about certain matters 1187. No contracting out of liability for representative's conduct 1188. Effect of Division Division 5 -- Excluding persons from the futures industry 1189A.Power to revoke, without a hearing, licence held by natural person 1190. Power to revoke, without a hearing, licence held by body corporate 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 suspended 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 application 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 1203. Effect of previous orders under laws corresponding to section 1201 PART 8.4 -- CONDUCT OF FUTURES BUSINESS 1204. Certain representations prohibited 1205. Undesirable advertising 1205A.Application of sections 1206 and 1207: exempt brokers 1206. Issue of contract notes 1207. Futures broker to furnish 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 clients 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 Commission in certain cases 1221. Certain matters to be reported to Commission 1222. Defamation 1223. This Part not to affect right of futures exchange or futures association to impose obligations etc. on members 1224. Power of Court to restrain dealings with futures broker's bank accounts 1225. Duty of banker or body corporate to make full disclosure 1226. Power of Court to make further orders and give directions 1227. Power of Court to make order relating to payment of money 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. Contribution to fund 1235. Levy in addition to annual contributions 1236. Contributions and levies 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 on payment from fund 1247. Payment of claims only from fund 1248. Provisions where fund insufficient to meet claims or where claims exceed total amount payable 1249. Power of futures organisation to enter into contracts of insurance or indemnity 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 precluded 1255. Exceptions: licensed futures brokers 1256. Prohibitions where dealing precluded 1257. Defence where other party to dealing also had the inside information 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 contracts 1263. Dissemination of information about illegal transactions 1264. Fraud in connection with dealings in futures contracts 1265. Compensation for loss etc. [see Note 5] 1266. Sequence of transmission and execution of orders 1267. Dealings by employees of futures brokers and futures advisers PART 8.8 -- MISCELLANEOUS 1268. Power of Court to make certain orders 1269. Restrictions on use of titles "futures broker", "futures exchange" etc. 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 officers 1274A.Obtaining information from certain registers 1274B.Use, in court proceedings, of information from Commission's national database 1274C.ASIC certificate 1275. Relodging of lost registered documents PART 9.2 -- REGISTRATION OF AUDITORS AND LIQUIDATORS Division 1 -- Interpretation 1276. Interpretation 1277. Effect on other laws Division 2 -- Registration 1278. Auditor or liquidator registered under corresponding previous law 1279. Application for registration as auditor or liquidator 1280. Registration of auditors 1281. Auditor-General deemed to be registered as auditor 1282. Registration of liquidators 1283. Registration of official liquidators 1284. Security to be given by liquidators 1284A.Security given under previous law 1285. Register of Auditors 1286. Registers of Liquidators and Official Liquidators 1287. Notification of certain matters 1288. Triennial statements by registered auditors and liquidators 1289. Auditors and other persons to enjoy qualified privilege in certain circumstances 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 liquidators 1293. Effect in certain cases of cancellation or suspension of registration under corresponding previous law 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 Commission etc. Division 2 -- Offences generally 1310A.Offences under 2 or more Corporations Laws 1310B.Civil liability under 2 or more Corporations Laws 1311. General penalty provisions 1312. Penalties for bodies corporate 1313. Penalty notices 1313A.Offences committed partly in and partly out of the jurisdiction 1313B.Reciprocity in relation to offences 1313C.Offences committed partly before and partly after the commencement of this Law 1314. Continuing offences 1315. Proceedings: how taken 1316. Time for instituting criminal proceedings 1316A.Privilege against self-incrimination not available to bodies corporate in Corporations Law criminal proceedings 1317. Certain persons to assist in prosecutions PART 9.4A -- REVIEW BY ADMINISTRATIVE APPEALS TRIBUNAL OF CERTAIN DECISIONS 1317A.Interpretation 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 contravention and civil penalty orders 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 criminal proceedings 1317R.ASIC requiring person to assist 1317S.Relief from liability for contravention of civil penalty provision PART 9.5 -- POWERS OF COURTS 1318. Power to grant relief 1319. Power of Court to give directions with respect to meetings ordered by the Court 1321. Appeals from decisions of receivers, liquidators etc. 1322. Irregularities 1323. Power of Court to prohibit payment or transfer of money, securities, futures contracts or property 1324. Injunctions 1324A.Provisions relating to prosecutions 1324B.Order to disclose information or publish advertisements 1325. Other orders 1325A.Orders if contravention of Chapter 6, 6A, 6B or 6C 1325B.Court may order bidder to make offers 1325C.Unfair or unconscionable agreements, payments or benefits 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 1328. Court may resolve transitional difficulties PART 9.6 -- PROCEEDINGS 1330. Power of Commission 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 1336A.Certain proceedings to be proceedings by or against Commission PART 9.7 -- UNCLAIMED PROPERTY 1339. Commission to deal with unclaimed property 1340. Commission not liable to pay calls on shares etc. 1341. Disposition of money in unclaimed money account 1342. Commonwealth or Commission not liable for loss or damage 1343. Disposal of securities if whereabouts of holder unknown 1343A.Disposal of interests in registered scheme if whereabouts of member unknown PART 9.9 -- MISCELLANEOUS 1345A.Minister may delegate prescribed functions and powers under this Law 1346. Non-application of rule against perpetuities to certain schemes 1348. Operation of Life Insurance Act 1349. General transitional provisions PART 9.10 -- FEES FOR CHARGEABLE MATTERS 1351. Fees payable 1352. Limits on fees payable for one matter 1354. Lodgment of document without payment of fee 1355. Doing act without payment of fee 1356. Effect of sections 1354 and 1355 1357. Commission may require payment of deposit on account of fee 1358. Fee not ascertainable when it became payable 1359. Waiver and refund of fees 1360. Debts due to the Commonwealth 1361. This Part not to impose taxation 1362. Payment of fee does not give right to inspect or search CHAPTER 10 -- NATIONAL SCHEME PROVISIONS 1362A.Recognition of companies from other jurisdictions 1362B.Transfer of registration 1362BA.Compensation for compulsory acquisition CHAPTER 11 -- APPLICATION AND TRANSITIONAL PROVISIONS PART 11.1 -- INTRODUCTION OF THE CORPORATIONS LAW 1362CA.Existing company 1362CB.Existing company taken to be registered under the Corporations Law 1362CC.Constitution of existing company 1362CD.Application of Law to existing companies 1362CE.Acts preparatory to external administration of existing company 1362CF.Appointments of receivers 1362CG.Application of Division 2 of Part 5.6 1362CH.Reinstatement of companies deregistered before commencement 1362CJ.Registrable Australian bodies and foreign companies PART 11.2 -- COMMENCEMENT AND APPLICATION OF CERTAIN CHANGES TO THIS LAW Division 1A -- Preliminary 1362D.Meaning of amendment of this Law Division 1 -- Changes resulting from the Corporations Legislation Amendment Act 1991 1363. Commencement of certain changes 1364. Application of changes to Parts 3.6 and 3.7 Division 2 -- Changes resulting from the Corporations (Unlisted Property Trusts) Amendment Act 1991 1365. Commencement of changes to section 1069 1366. Commencement of sections 1069A, 1069B and 1069C and Division 5A of Part 7.12 1367. Orders in relation to things done during retrospective operation of sections 1069A etc. and Subdivision C of Division 5A of Part 7.12. Division 3 -- Changes resulting from the Corporations Legislation Amendment Act (No. 2) 1991 1368. Commencement of certain changes 1369. Application of certain changes Division 4 -- Changes resulting from the Corporations Legislation (Evidence) Amendment Act 1992 1370. Changes to section 597 1371. Application of section 1316A Division 5 -- Changes resulting from the Corporate Law Reform Act 1992 1372. Commencement of subsection 6(4) 1373. Application of changes to section 187 1374. Application of change to paragraph 230(1)(d) 1375. Application of certain changes to section 232 1376. Application of sections 243H and 243ZE 1377. Application of subsection 307(2) 1378. Application of change to section 318 1379. Application of certain changes to Part 5.2 1380. Continued application of old Part 5.3 and related provisions 1381. Certain provisions continue to apply in relation to official management 1382. Application of new provisions relating to winding up 1383. Continued application of old Parts 5.4, 5.5 and 5.6 1384. Continued application of old sections 589, 590 and 592 1385. Continued effect of authorisations under subsections 597(1) and 598(1) 1386. Continued application of old section 597 1387. Application of change to paragraph 1091(1A)(b) 1388. Application of change to section 1301 1389. Application of Part 9.4B to contravention committed before that Part commenced Division 6 -- Changes resulting from the Corporate Law Reform Act 1994 1390. Meaning of Amending Act 1391. Application of changes to section 241 1392. Application of section 241A 1393. Application of changes to Parts 3.6 and 3.7 1394. Application of changes to Part 4.5 1395. Application of changes to section 779 1396. Application of changes to section 1058 1397. Application of change to subsection 1071(1) 1398. Application of certain prospectusrelated changes Division 7 -- Amendments made by the Corporations Legislation Amendment Act 1994 1399. Meaning of Amending Act 1400. Schedule 1application of amendments made by Part 2 of the Schedule 1401. Schedule 3application of amendments 1402. Schedule 4application of amendments made by Part 2 of the Schedule 1403. Schedule 5application of amendments made by Part 3 of the Schedule 1404. Schedule 7transitional provisions relating to unclaimed property 1405. Schedule 8application and commencement of amendments Division 8 -- Changes resulting from the First Corporate Law Simplification Act 1995 1406. Meaning of Amending Act 1407. Proprietary companies limited both by shares and by guarantee 1408. Application of amendments dealing with company accounts 1409. Application of audit requirements for large proprietary companies 1410. First annual return for proprietary companies under new provisions Division 9 -- Changes resulting from the Corporations Law Amendment Act 1997 1411. Effect of amendments on distributions etc. before commencement Division 10 -- Changes resulting from the Company Law Review Act 1998 1412. Meaning of commencement, new Law and old Law 1413. Registrationexisting companies continue to be registered 1414. Registrationapplication orders under subsection 112(3) of the old Law 1415. Basic features of a companymemorandum and articles are taken to be constitution 1416. Basic features of a companycompanies limited both by shares and by guarantee 1417. Basic features of a companyacts before external administration of existing company 1418. Basic features of a companyregistered office 1419. Basic features of a companyopening hours of registered office of public company 1420. Basic features of a companyname, reservation of name and ACN continues 1421. Members' rights and remediesapplications for inspection orders under repealed provisions 1422. MeetingsAGM before commencement 1423. Meetingsfirst AGM for companies incorporated before commencement 1424. Meetingsgeneral transitional arrangements 1424A.Notices of meeting given before commencement 1425. Nominal value 1426. Share capitalcalls on partly-paid shares 1427. Share capitalprovisions in constitution about amount of share capital and division into shares 1428. Share capitalconversion of stock into shares 1429. Share capitalprevious Law continues to apply to capital reductions initiated before commencement 1430. Share capitalcontinued operation of other repealed provisions 1431. Financial reports and auditapplication of Chapter 2M to periods that end after commencement, and continued application of repealed provisions to past periods 1432. Financial reports and auditlodgment of accounts by public companies that are not disclosing entities 1433. Financial reports and auditcontinued operation of accounting standards 1434. Financial reports and auditcontinued operation of exemption orders 1435. Annual returnssolvency resolution 1436. Annual returnsapplication of annual return provisions 1437. Deregistrationprevious Law continues to apply to deregistrations initiated before commencement 1438. Deregistrationproperty vested in ASIC under previous laws 1439. Deregistrationreinstatement of registration where application under section 571 or subsection 574(3) made before commencement 1440. Deregistrationderegistration of companies dissolved under the State Bank (Corporatisation) Act 1994 of South Australia 1441. Accounting standards made under section 32 of the Corporations Act 1989 1442. References in State laws and other documents Division 10A -- Changes resulting from Schedule 5 to the Company Law Review Act 1998 1443. Meaning of commencement, new Law and old Law 1444. Share capitalapplication of new no par value rule to shares issued before commencement 1445. Share capitalreferences to amount paid on shares issued before commencement 1446. Share capitaltransfer of money in share premium account and capital redemption reserve into the share capital account 1447. Share capitaluse of amount standing to credit of share premium account 1448. Share capitalcalls on partly-paid shares 1449. Share capitalreferences in pre-commencement contracts and other documents to par value 1450. Share capitalprevious Law continues to apply to capital reductions initiated before commencement Division 11 -- Changes resulting from the Managed Investments Act 1998 1451. Definitions 1452. Division applies to prescribed interests in existence immediately before commencement 1453. Application of new Law to interests covered by approved deed immediately before commencement 1454. Old Law continues to apply for 2 years or until scheme registered 1455. Retirement from office of trustee or representative or management company 1456. What happens when one of the bodies receives a retirement notice 1457. What happens if neither of the bodies gives a retirement notice 1458. Winding up of the undertaking 1459. Other orders about winding up 1460. Powers of proposed responsible entity 1461. Meeting procedures 1462. Transfer of rights, obligations and liabilities 1463. Indemnification of trustee or representative for transfer of scheme property 1464. Application of paragraphs 601JA(2)(c) and 601JB(2)(b) of new Law to officers or employees of body that does not become scheme's responsible entity 1465. References to prescribed interests etc. in existing laws and documents Division 11A -- Transfer of financial institutions and friendly societies by the Financial Sector Reform (Amendments and Transitional Provisions) Act (No. 1) 1999 1465A.Transfer of financial institutions and friendly societies Division 12 -- Changes resulting from the Corporate Law Economic Reform Program Act 1999 1466. Meaning of commencement, new Law and old Law 1467. Generalreferences to provisions of old Law in laws and other documents 1468. Generalreferences to old Law expressions used in existing laws and documents 1469. Directors' dutiesapplication and transitional arrangements 1470. Related party transactionscontinued application of old Law 1471. Oppressive conduct of affairsapplications made before commencement 1472. Proceedings on behalf of a companyintervention in proceedings started before commencement 1473. Civil penalty provisionsapplication of new Law 1474. Civil penalty orders made under old Law 1475. Fundraisinggeneral application 1476. Fundraisingapplication of new section 712 1477. Fundraisingregistration of managed investment schemes 1478. Fundraisingsaving orders, notices etc. given under old law 1479. Continued operation of some provisions of the old Law 1480. Fundraisingapplication of section 111AF of the new Law 1481. Debenturesapplication and transitional provisions 1482. Debenturessaving orders, notices etc. given under old Law 1483. Takeoversgeneral rule (takeovers started before new provisions commence covered by old law) 1484. Takeoversold Law continues to apply to certain Panel proceedings 1485. Takeoversapplication of new provisions to interests acquired before commencement 1486. Takeoverssection 1043B notices 1487. Takeoverssaving orders, notices etc. given under old law 1488. Takeoversnotification obligations under Parts 6.7 and 6.8 of the old law 1489. TakeoversASIC power to pass on information obtained under the old Law 1490. Takeoversapplication of section 111AG of the new Law 1491. Compulsory acquisitionsapplication of Part 6A.5 of the new Law 1492. Compulsory acquisitionsunclaimed moneys 1493. Accounting standardsstandards in force before commencement Schedule 2 Forms of Transfer of Marketable Securities and Marketable Rights Schedule 3 Penalties Schedule 4 Transfer of financial institutions and friendly societies