Commonwealth Repealed Acts

[Index] [Table] [Search] [Notes] [Noteup] [Previous] [Next] [Download] [Help]

This legislation has been repealed.

CORPORATIONS LAW- SECT 9 Dictionary [see Note 4]

Unless the contrary intention appears:

A

AASB means the Australian Accounting Standards Board.

Account means the Companies Unclaimed Money Account established by section 71 of the Corporations Act 1989.

accounting standard, means:

(a)
an instrument in force under section 334; or
(b)
a provision of such an instrument as it so has effect.
ACN (short for "Australian Company Number") is the number given by ASIC to a company on registration (see sections 118 and 601BD).

acquire:

(a)
in relation to a futures contract—has the meaning given by sections 23, 26, 27 and 28;
(b)
in relation to shares—has, in Chapter 7, the meaning given by subsection 51(1).
act includes thing.

Act means:

(a)
except in relation to a jurisdiction—an Act of the Commonwealth; and
(b)
in relation to a jurisdiction:
(i)
in the case of a State—an Act passed by the Parliament of that State; or
(ii)
in the case of the Northern Territory—an Act of the Northern Territory; or
(iii)
in the case of the Capital Territory—an Act or Ordinance of the Capital Territory.
adjustment agreement means a standardised agreement the effect of which is that:

(a)
a particular person will either be under a Chapter 8 obligation to pay, or will have a Chapter 8 right to receive, an amount of money;
(b)
whether the person will be under such an obligation to pay, or will have such a right to receive, the amount of money will depend on a particular state of affairs existing at a particular future time, including, without limiting the generality of the foregoing, a state of affairs that relates to fluctuations in the value or price of a commodity or other property, or in an index or other factor; and
(c)
the amount of money will be calculated in a particular manner by reference to that state of affairs;

whether or not the agreement has any other effect or is capable of being varied or discharged before that future time.

administration, in relation to a body corporate, has, in the case of a company or recognised company, the meaning given by:

(a)
section 435C or a corresponding law; and
(b)
section 1381 or a corresponding law.
administrator:

(a)
in relation to a body corporate but not in relation to a deed of company arrangement:
(i)
means an administrator of the body or entity appointed under Part 5.3A; and
(ii)
has a meaning affected by section 1381; and
(iii)
if 2 or more persons are appointed under that Part as administrators of the body or entity—has a meaning affected by paragraph 451A(2)(b); or
(b)
in relation to a deed of company arrangement:
(i)
means an administrator of the deed appointed under Part 5.3A; and
(ii)
if 2 or more persons are appointed under that Part as administrators of the deed—has a meaning affected by paragraph 451B(2)(b).
admit to quotation: securities are admitted to quotation on a stock market of a securities exchange if the exchange has given unconditional permission for quotation of the securities on the stock market.

Advisory Committee means the Companies and Securities Advisory Committee established by section 145 of the Australian Securities and Investments Commission Act 1989.

affairs, in relation to a body corporate, has, in the provisions referred to in section 53, a meaning affected by that section.

affidavit includes affirmation.

agency means an agency, authority, body or person.

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

agreement means:

(a)
in Chapter 6 or 7—a relevant agreement; or
(b)
in Chapter 8—a Chapter 8 agreement.
amount includes a nil amount and zero.

ancillary offence, in relation to another offence, means an offence against:

(a)
section 5, 6, 7 or 7A of the Crimes Act 1914; or
(b)
subsection 86(1) of that Act by virtue of paragraph 86(1)(a) of that Act; or
(c)
such a provision of the Crimes Act 1914 as it applies as a law of this jurisdiction;

being an offence that is related to that other offence.

annual return:

(a)
of a company—means the return that subsection 345(1) requires the company to lodge with ASIC; and
(b)
of a registered managed investment scheme—means the return that subsection 345(2) requires the responsible entity of the scheme to lodge with ASIC.
another jurisdiction means a jurisdiction other than this jurisdiction.

application order means an order under section 111A of the Corporations Law of this jurisdiction.

appoint includes re-appoint.

appropriate dealer for a market bid means a member of the relevant securities exchange.

approved foreign bank, in relation to a member of a futures organisation, means a bank, established by or under the law of a foreign country, in relation to which there is in force an approval given by the futures organisation in accordance with its business rules (within the meaning of Chapter 8).

approved securities organisation means a body corporate in relation to which an approval under section 770 of the Corporations Law of this jurisdiction is in force.

APRA means the Australian Prudential Regulation Authority.

arbitrage transaction means a purchase or sale of securities effected in the ordinary course of trading on a stock market together with an offsetting sale or purchase of those securities effected at the same time, or at as nearly the same time as practicable, in the ordinary course of trading on another stock market for the purpose of obtaining a profit from the difference between the prices of those securities in the 2 stock markets.

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

ARSN (short for "Australian Registered Scheme Number") is the number given by ASIC to a registered scheme on registration (see section 601EB).

arrangement, in Part 5.1, includes a reorganisation of the share capital of a body corporate by the consolidation of shares of different classes, by the division of shares into shares of different classes, or by both of those methods.

ASIC means the Australian Securities and Investments Commission.

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

(a)
some or all of a register kept by ASIC under this Law; or
(b)
information set out in a document lodged under this Law;

but does not include ASIC's document imaging system.

assets means:

(a)
in relation to the holder of a futures brokers licence—all the assets of the holder, whether or not used in connection with a business of dealing in futures contracts; and
(b)
in relation to the holder of a dealers licence—all the assets of the holder, whether or not used in connection with a securities business.
associate: The following are the associates of a bidder making a takeover offer, a substantial holder or a 90% holder:

(a)
if the bidder or holder is a body corporate:
(i)
a body corporate it controls; or
(ii)
a body corporate that controls it; or
(iii)
a body corporate that is controlled by an entity that controls it
(b)
a person with whom the bidder or holder has, or proposes to enter into, a relevant agreement for the purpose of controlling or influencing the composition of the body's board or the conduct of the body's affairs
(c)
a person with whom the bidder or holder is acting, or proposes to act, in concert in relation to the body's affairs.

Otherwise a person's associates are determined under sections 10 to 17.

ASX means Australian Stock Exchange Limited.

Australia includes the coastal sea of each jurisdiction but does not include an external Territory.

Australian ADI means:

(a)
an ADI (authorised deposit-taking institution) within the meaning of the Banking Act 1959; and
(b)
a person who carries on State banking within the meaning of paragraph 51(xiii) of the Constitution.
Australian bank means:

(a)
a bank as defined in section 5 of the Banking Act 1959; or
(b)
a bank constituted by or under a law of a State or Territory.
Australian company law means:

(a)
this Act; or
(b)
the company law of a State or Territory.
Australian court means a federal court or a court of a State or Territory.

Australian law means a law of the Commonwealth or of a State or Territory.

Australian register of a foreign company means a branch register of members kept under section 601CM.

authorised trustee corporation means a body corporate that is declared by the regulations to be an authorised trustee corporation for the purposes of the provision in which the expression appears.

B

bank or banker includes, but is not limited to, a body corporate that is an ADI (authorised deposit-taking institution) for the purposes of the Banking Act 1959.

banker's books means:

(a)
books of an Australian ADI, including documents used in the ordinary business of an Australian bank;
(b)
cheques, orders for the payment of money, bills of exchange and promissory notes in an Australian ADI's possession;
(c)
scrip in an Australian ADI's possession, whether by way of pledge or otherwise; or
(d)
documents that create or evidence futures contracts and are in an Australian ADI's possession.
banking corporation means a body corporate that carries on, as its sole or principal business, the business of banking (other than State banking not extending beyond the limits of the State concerned).

banning order means:

(a)
in section 835 or 836—an order by the Commission in force under Division 5 of Part 7.3; and
(b)
in any other provision of Chapter 7—an order by the Commission in force under Division 5 of Part 7.3 of the Corporations Law of this jurisdiction; and
(c)
in section 1199 or 1199A—an order by the Commission in force under Division 5 of Part 8.3; and
(d)
in any other provision of Chapter 8—an order by the Commission in force under Division 5 of Part 8.3 of the Corporations Law of this jurisdiction.
begin, in relation to a winding up, has the meaning given by Division 1A of Part 5.6.

benefit:

(a)
means any benefit, whether by way of payment of cash or otherwise; and
(b)
when used in Division 2 of Part 2D.2 (sections 200B to 1813)—means:
(i)
a payment or other valuable consideration; or
(ii)
an interest in property of any kind; and
(iii)
any other benefit.
bid class of securities for a takeover bid is the class of securities to which the securities being bid for belong.

bidder for a takeover bid means the person who makes or proposes to make, or each of the people who make or propose to make, the offers under the bid (whether personally or by an agent or nominee).

Note: The dealer who announces a market bid is not the bidder; the bidder is the person or people on whose behalf the announcement is made.

bidder's statement means a bidder's statement under sections 636 and 637 as supplemented.

bid period:

(a)
for an off-market bid—starts when the bidder's statement is given to the target and ends:
(i)
1 month later if no offers are made under the bid; or
(ii)
at the end of the offer period; and
(b)
for a market bid—starts when the bid is announced to the relevant securities exchange and ends at the end of the offer period.
Board means:

(a)
in Parts 3.6 and 3.7—the Australian Accounting Standards Board; or
(b)
in Part 7.10—the board of SEGC; or
(c)
in Part 9.2—the Companies Auditors and Liquidators Disciplinary Board established by section 202 of the Australian Securities and Investments Commission Act 1989.
board or managerial office (when used in Division 2 of Part 2D.2 (sections 200B to 1813) in relation to a body corporate) means:

(a)
an office of director of the body corporate; and
(b)
any other office in connection with the management of the body corporate's affairs that is held by:
(i)
a person who also holds an office of director of the body corporate or a related body corporate; or
(ii)
a person who has held an office of director of the body corporate or a related body corporate at any time within the 12 months immediately before the loss of, or retirement from, that office.
body means a body corporate or an unincorporated body and includes, for example, a society or association.

body corporate:

(a)
includes a body corporate that is being wound up or has been dissolved; and
(b)
in this Chapter (except section 66A) and section 206E includes an unincorporated registrable body.
books includes:

(a)
a register;
(b)
any other record of information;
(c)
financial reports or financial records, however compiled, recorded or stored; and
(d)
a document.
borrower, in relation to a debenture, means the body that is or will be liable to repay money under the debenture.

bought position means:

(a)
in relation to a commodity agreement, or in relation to a futures contract, being a commodity agreement—the position of a person who, by virtue of the agreement, is under a Chapter 8 obligation to accept delivery in accordance with the agreement; or
(b)
in relation to a futures contract, being an adjustment agreement—the position of a person who, by virtue of the agreement:
(i)
will, if the value or worth of the agreement (as determined in accordance with the agreement) as at a particular future time is less by a particular amount than the value or worth of the agreement (as so determined) as at a particular earlier time, be under a Chapter 8 obligation to pay that amount; and
(ii)
will, if the value or worth of the agreement (as so determined) as at a particular future time exceeds by a particular amount the value or worth of the agreement (as so determined) as at a particular earlier time, have a Chapter 8 right to receive that amount.
business affairs, in relation to an entity, has a meaning affected by sections 53AA, 53AB, 53AC and 53AD.

business day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place concerned.

buy-back by a company means the acquisition by the company of shares in itself.

buy-back agreement by a company means an agreement by the company to buy back its own shares (whether the agreement is conditional or not).

C

calendar month means a period commencing at the beginning of a day of one of the 12 months of the year and ending immediately before the beginning of the corresponding day of the next month or, if there is no such corresponding day, ending at the expiration of the next month.

calendar year means a period of 12 months commencing on 1 January.

Capital Territory means the Australian Capital Territory and the Jervis Bay Territory.

carry on has a meaning affected by Division 3.

cash management trust interest means an interest that:

(a)
is an interest in a registered scheme; and
(b)
relates to an undertaking of the kind commonly known as a cash management trust.
cause includes procure.

certified means:

(a)
in relation to a copy of, or extract from, a document—certified by a statement in writing to be a true copy of, or extract from, the document; or
(b)
in relation to a translation of a document—certified by a statement in writing to be a correct translation of the document into English.
Chapter 8 agreement means:

(a)
a relevant agreement;
(b)
a proposed relevant agreement;
(c)
a relevant agreement as varied, or as proposed to be varied;
(d)
where a relevant agreement has been varied—the relevant agreement as in force at any time before the variation; or
(e)
where a relevant agreement has been discharged—the relevant agreement as in force at any time before its discharge.
Chapter 8 obligation has the meaning given by section 55.

Chapter 8 right has the meaning given by section 55.

charge means a charge created in any way and includes a mortgage and an agreement to give or execute a charge or mortgage, whether on demand or otherwise.

chargeable matter means any of the following:

(a)
the lodgment of a document under the Corporations Law of this jurisdiction;
(b)
the registration of a document under that Law;
(c)
the inspection or search of a register kept by, or a document in the custody of, the Commission under that Law;
(d)
the making available by the Commission, under that Law, of information (whether in the form of a document or otherwise);
(e)
the production by the Commission, under a subpoena, of such a register or document;
(f)
the issuing of a document or of a copy of a document, the granting of a licence, consent or approval, or the doing of any other act, under that Law, by the Minister or the Commission;
(g)
the making of an inquiry of, or an application to, the Minister, or the Commission, in relation to a matter arising under that Law;
(h)
the submission to the Commission of a document for examination by the Commission;
(i)
the making of an application under that Law to the Panel;
(j)
the doing of any act by the Panel in dealing with an application under that Law to the Panel.
chargee means the holder of a charge and includes a person in whose favour a charge is to be given or executed, whether on demand or otherwise, under an agreement.

civil penalty disqualification has the meaning given by subsection 91(4A).

civil penalty order means any of the following:

(a)
a declaration of contravention under section 1317F
(b)
a pecuniary penalty order under section 1317G
(c)
a compensation order under section 1317H
(d)
an order under section 206C disqualifying a person from managing corporations.
civil penalty provision has the meaning given in subsection 1317E(1).

class has:

(a)
in relation to futures contracts—a meaning affected by subsection 72(3); and
(b)
in relation to shares or interests in a managed investment scheme—a meaning affected by section 57; and
(c)
when used in relation to securities for the purposes of Chapter 6, 6A or 6C—a meaning affected by subsection 605(2).
clearing house means:

(a)
in relation to a body corporate:
(i)
in any case—a person who provides, or proposes to provide, clearing house facilities for a futures market conducted by that body; or
(ii)
in the case of a futures exchange—a body corporate in relation to which an approval as a clearing house for that futures exchange is in force under subsection 1131(2) or is taken because of subsection 1131(4) to be in force; and
(b)
in relation to a futures market:
(i)
in any case—a person who provides, or proposes to provide, clearing house facilities for that futures market; or
(ii)
in the case of a futures market of a futures exchange—a body corporate in relation to which an approval as a clearing house for that futures exchange is in force under subsection 1131(2) or is taken because of subsection 1131(4) to be in force.
clearing house facilities, in relation to a futures market, means facilities for the registration of futures contracts acquired or disposed of on that futures market.

client, in relation to a futures broker, means, except in Division 2 of Part 8.3, a person on whose behalf the broker deals, or from whom the broker accepts instructions to deal, in futures contracts.

clients' segregated account, in relation to a person who is a member of a futures organisation, means an account that:

(a)
the person maintains, whether in Australia or elsewhere, with:
(i)
an Australian ADI; or
(ii)
an approved foreign bank in relation to the person; and
(b)
is maintained for the sole purpose of containing money deposited by the person into the account under section 1209 or a corresponding previous law.
close out, in relation to a futures contract, means:

(a)
discharge the Chapter 8 obligations of the person in the bought position, or sold position, under the futures contract as a result of the matching up of the futures contract with a futures contract of the same kind under which the person has assumed an offsetting sold position, or offsetting bought position, as the case may be; or
(b)
otherwise discharge the Chapter 8 obligations of a party to the futures contract.
coastal sea:

(a)
in relation to Australia—means:
(i)
the territorial sea of Australia; and
(ii)
the sea on the landward side of the territorial sea of Australia and not within the limits of a State or internal Territory;
and includes the airspace over, and the sea-bed and subsoil beneath, any such sea; and
(b)
in relation to a jurisdiction—means so much of the coastal sea of Australia as is within the area described in Schedule 2 to the Petroleum (Submerged Lands) Act 1967 under the heading that refers to that jurisdiction.
commence, in relation to a winding up, has the meaning given by Division 1A of Part 5.6.

commencement means:

(a)
in relation to this Law or a provision of this Law—the time at which the Law or provision came into operation; or
(b)
in relation to an accounting standard:
(i)
in the case of an accounting standard as originally in effect—the time when the accounting standard took effect; or
(ii)
in the case of an accounting standard as varied by a particular provision of an instrument made under section 32 of the Corporations Act 1989, as the instrument has effect for the purposes of Chapter 2M of the Corporations Law of this jurisdiction—the time when that provision took effect.
Commission means the Australian Securities and Investments Commission.

Commission Act means the Australian Securities and Investments Commission Act 1989.

Commission delegate has the same meaning as in the ASC Law of this jurisdiction.

committee of creditors, in relation to a company under administration, means a committee of creditors of the company appointed at a meeting convened under section 436E.

commodity means:

(a)
any thing that is capable of delivery pursuant to an agreement for its delivery; or
(b)
without limiting the generality of paragraph (a), an instrument creating or evidencing a thing in action.
commodity agreement means a standardised agreement the effect of which is that:

(a)
a person is under a Chapter 8 obligation to make delivery; or
(b)
a person is under a Chapter 8 obligation to accept delivery;

at a particular future time of a particular quantity of a particular commodity for a particular price or for a price to be calculated in a particular manner, whether or not:

(c)
the subject matter of the agreement is in existence;
(d)
the agreement has any other effect; or
(e)
the agreement is capable of being varied or discharged before that future time.
company means a company registered, or taken to be registered, under the Corporations Law of this jurisdiction and:

(a)
in sections 70A, 500 and 600F, includes a recognised company; and
(b)
in Chapter 2K (other than section 273), includes a registrable body (other than a registrable local body) that is registered under Division 1 or 2 of Part 5B.2 of the Corporations Law of this jurisdiction; and
(ba)
in section 273, includes:
(i)
a recognised company; and
(ii)
a registered body (other than a registrable local body); and
(c)
in Parts 5.7B and 5.8 (except sections 595 and 596), includes a Part 5.7 body; and
(ca)
in Part 5B.1 includes an unincorporated registrable body.
company law, in relation to a State or Territory, means the law, or a previous law, of the State or Territory relating to companies.

company limited by guarantee means a company formed on the principle of having the liability of its members limited to the respective amounts that the members undertake to contribute to the property of the company if it is wound up.

company limited by shares means a company formed on the principle of having the liability of its members limited to the amount (if any) unpaid on the shares respectively held by them.

condition, in relation to a licence, means a condition or restriction to which the licence is subject, or will be subject, as the case requires.

conduct:

(a)
in relation to a futures market, a stock market, or any other market, exchange, place or facility—includes maintain or provide; and
(b)
in Chapter 7—has a meaning affected by section 762.
connected entity, in relation to a corporation, means:

(a)
a body corporate that is, or has been, related to the corporation; or
(b)
an entity that is, or has been, connected (as defined by section 64B) with the corporation.
consolidated entity means a company, registered managed investment scheme or disclosing entity together with all the entities it is required by the accounting standards to include in consolidated financial statements.

Consolidated Revenue Fund means the Consolidated Revenue Fund of the Commonwealth.

constitution means (depending on the context):

(a)
a company's constitution, which (where relevant) includes rules and consequential amendments that are part of the company's constitution because of the Life Insurance Act 1995; or
(b)
a managed investment scheme's constitution; or
(c)
in relation to any other kind of body:
(i)
the body's charter or memorandum; or
(ii)
any instrument or law (other than this Law) constituting, or defining the constitution of, the body or governing the activities of the body or its members.
Note: The Life Insurance Act 1995 has rules about how benefit fund rules become part of a company's constitution. They override this Law. See Subdivision 2 of Division 4 of Part 2A of that Act.

Constitution means the Constitution of the Commonwealth.

continuous disclosure notice means:

(a)
a document used to notify a securities exchange of information relating to a body under provisions of the securities exchange's listing rules referred to in subsection 1001A(1); or
(b)
a document under section 1001B lodged in relation to the body.
continuously quoted securities are securities that:

(a)
are in a class of securities that were quoted ED securities at all times in the 12 months before the date of the prospectus; and
(b)
are securities of an entity that was not covered by any of the following at any time in that 12 months:
(i)
an exemption under section 111AS or 111AT, or a modification under section 111AV
(ii)
an exemption under paragraph 741(1)(a), or a declaration under paragraph 741(1)(b), relating to a provision that is a disclosing entity provision for the purposes of Division 4 of Part 1.2A

and, for these purposes, securities are not in different classes merely because of a temporary difference in the dividend, or distribution rights, attaching to the securities or because different amounts have been paid up on the securities.

contravene includes fail to comply with.

contributing member, in relation to a futures organisation, means:

(a)
in the case of a futures exchange—a member or member organisation of the futures exchange; or
(b)
in the case of a futures association:
(i)
a member of that futures association that is a member of no futures exchange; or
(ii)
a member organisation of that futures association that is a member organisation of no futures exchange.
contributory means:

(a)
in relation to a company (other than a no liability company):
(i)
a person liable as a member or past member to contribute to the property of the company if it is wound up; and
(ii)
for a company with share capital—a holder of fully paid shares in the company; and
(iii)
before the final determination of the persons who are contributories because of subparagraphs (i) and (ii)—a person alleged to be such a contributory; and
(b)
in relation to a Part 5.7 body:
(i)
a person who is a contributory by virtue of section 586; and
(ii)
before the final determination of the persons who are contributories by virtue of that section—a person alleged to be such a contributory; and
(c)
in relation to a no liability company—subject to section 385, a member of the company.
control has the meaning given by section 50AA.

control day, in relation to a controller of property of a corporation, means:

(a)
unless paragraph (b) applies:
(i)
in the case of a receiver, or receiver and manager, of that property—the day when the receiver, or receiver and manager, was appointed; or
(ii)
in the case of any other person who is in possession, or has control, of that property for the purpose of enforcing a charge—the day when the person entered into possession, or took control, of property of the corporation for the purpose of enforcing that charge; or
(b)
if the controller became a controller of property of the corporation:
(i)
to act with an existing controller of such property; or
(ii)
in place of a controller of such property who has died or ceased to be a controller of such property;
the day that is, because of any other application or applications of this definition, the control day in relation to the controller referred to in subparagraph (i) or (ii).
controller, in relation to property of a corporation, means:

(a)
a receiver, or receiver and manager, of that property; or
(b)
anyone else who (whether or not as agent for the corporation) is in possession, or has control, of that property for the purpose of enforcing a charge.
convertible note has the same meaning as in Division 3A of Part III of the Income Tax Assessment Act 1936.

convertible securities: Securities are convertible into another class of securities if the holder may have the other class of securities issued to them by the exercise of rights attached to those securities. An option may be a convertible security even if it is non-renounceable.

corporation has the meaning given by section 57A.

Corporations Law, in relation to a jurisdiction, has the additional meaning given by section 8A.

corresponding, in relation to a law, has the meaning given by section 58.

corresponding previous law has the meaning given by section 58.

court has the meaning given by section 58AA.

Court has the meaning given by section 58AA.

court of summary jurisdiction means any justice or justices of the peace or other magistrate sitting as a court for the making of summary orders or the summary punishment of offences:

(a)
under a law of the Commonwealth or of this or any other jurisdiction; or
(b)
by virtue of his or her commission or their commissions.
creditors' voluntary winding up means a winding up under Part 5.5, other than a members' voluntary winding up.

current market bid price for securities covered by a market bid is the price specified in the announcement of the bid as increased or decreased during the offer period.

D

daily newspaper means a newspaper that is ordinarily published on each day that is a business day in the place where the newspaper is published, whether or not the newspaper is ordinarily published on other days.

date of a takeover bid is:

(a)
for an off-market bid—the date on which offers are first made under the bid; or
(b)
for a market bid—the date on which the bid is announced to the relevant securities exchange.
deal:

(a)
in relation to a futures contract—has the meaning given by Division 4;
(b)
in relation to securities—subject to subsection 93(4), means (whether as principal or agent) acquire, dispose of, subscribe for or underwrite the securities, or make or offer to make, or induce or attempt to induce a person to make or to offer to make, an agreement:
(i)
for or with respect to acquiring, disposing of, subscribing for or underwriting the securities; or
(ii)
the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to the securities.
dealer means:

(a)
a person who carries on a securities business; or
(b)
2 or more persons who together carry on a securities business.
dealers licence means:

(a)
in this Chapter or section 780, 806 or 807—a dealers licence granted under Part 7.3; or
(b)
in any other provision of Chapter 7—a dealers licence granted under Part 7.3 of the Corporations Law of this jurisdiction.
debenture of a body means a chose in action that includes an undertaking by the body to repay as a debt money deposited with or lent to the body. The chose in action may (but need not) include a charge over property of the body to secure repayment of the money. However, a debenture does not include:

(a)
an undertaking to repay money deposited with or lent to the body by a person if:
(i)
the person deposits or lends the money in the ordinary course of a business carried on by the person; and
(ii)
the body receives the money in the ordinary course of carrying on a business that neither comprises nor forms part of a business of borrowing money and providing finance
(b)
an undertaking by an Australian ADI to repay money deposited with it, or lent to it, in the ordinary course of its banking business
(c)
an undertaking to pay money under:
(i)
a cheque; or
(ii)
an order for the payment of money; or
(iii)
a bill of exchange
(d)
an undertaking to pay money under a promissory note that has a face value of at least $50,000
(e)
an undertaking by a body corporate to pay money to a related body corporate
(f)
an undertaking to repay money that is prescribed by the regulations.
For the purposes of this definition, if a chose in action that includes an undertaking by a body to pay money as a debt is offered as consideration for the acquisition of securities under an off-market takeover bid, or is issued under a compromise or arrangement under Part 5.1, the undertaking is taken to be an undertaking to repay as a debt money deposited with or lent to the body.

decision period, in relation to a chargee in relation to a charge on property of a company under administration, means the period beginning on the day when:

(a)
if notice of the appointment of the administrator must be given to the chargee under subsection 450A(3)—such notice is so given; or
(b)
otherwise—the administration begins;

and ending at the end of the tenth business day after that day.

deed includes a document having the effect of a deed.

deed of company arrangement means a deed of company arrangement executed under Part 5.3A or such a deed as varied and in force from time to time.

de facto spouse, in relation to a person, means an individual of the opposite sex to that person who is living with that person as his or her spouse on a genuine domestic basis although not legally married to that person.

defalcation, in Part 7.9, includes a contravention of subsection 870(3).

defeating condition for a takeover bid means a condition that:

(a)
will, in circumstances referred to in the condition, result in the rescission of, or entitle the bidder to rescind, a takeover contract; or
(b)
prevents a binding takeover contract from resulting from an acceptance of the offer unless or until the condition is fulfilled.
defect, in relation to a statutory demand, includes:

(a)
an irregularity; and
(b)
a misstatement of an amount or total; and
(c)
a misdescription of a debt or other matter; and
(d)
a misdescription of a person or entity.
Department, in a case where a provision uses the expression "the Department" without specifying which Department is referred to, means:

(a)
if the Minister or Ministers for the time being administering the Corporations Act 1989 administers or administer only one Department of State of the Commonwealth—that Department; or
(b)
otherwise—the Department of State of the Commonwealth prescribed for the purposes of this definition as it applies for the purposes of that provision.
deregistered means:

(a)
in relation to a company—deregistered under Chapter 5A; and
(b)
in relation to any other body corporate—deregistered in a way that results in the body corporate ceasing to exist.
director of a company or other body means:

(a)
a person who:
(i)
is appointed to the position of a director; or
(ii)
is appointed to the position of an alternate director and is acting in that capacity;
regardless of the name that is given to their position; and
(b)
unless the contrary intention appears, a person who is not validly appointed as a director if:
(i)
they act in the position of a director; or
(ii)
the directors of the company or body are accustomed to act in accordance with the person's instructions or wishes.

Subparagraph (b)(ii) does not apply merely because the directors act on advice given by the person in the proper performance of functions attaching to the person's professional capacity, or the person's business relationship with the directors or the company or body.

Note: Paragraph (b)—Contrary intention—Examples of provisions for which a person referred to in paragraph (b) would not be included in the term "director" are:

* section 249C (power to call meetings of a company's members)
* subsection 251A(3) (signing minutes of meetings)
* section 205B (notice to ASIC of change of address).

disclosing entity has the meaning given by section 111AC.

disclosure document for an offer of securities means:

(a)
a prospectus for the offer; or
(b)
a profile statement for the offer; or
(c)
an offer information statement for the offer.
discretionary account has the meaning given by section 61.

dispose of a futures contract has the meaning given by sections 24, 26, 27 and 28. For the purposes of Chapter 6, a person who has a relevant interest in securities disposes of the securities if, and only if, they cease to have a relevant interest in the securities.

document includes:

(a)
any paper or other material on which there is writing or printing or on which there are marks, figures, symbols or perforations having a meaning for persons qualified to interpret them;
(b)
a disc, tape or other article from which sounds, images or messages are capable of being reproduced; and
(c)
a disc, tape or other article, or any material, from which sounds, images, writings or messages are capable of being reproduced with or without the aid of any other article or device;

and without limiting the generality of the foregoing, includes any summons, order and other legal process and any notice.

Note: In Division 3 of Part 7.13, document has a meaning affected by the definition of document in subsection 1097(1).

document of title, in relation to securities, includes an instrument of transfer relating to the securities.

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

E

ED securities has the meaning given by section 111AD.

eligible applicant, in relation to a corporation, means:

(a)
the Commission; or
(b)
a liquidator or provisional liquidator of the corporation; or
(c)
an administrator of the corporation; or
(d)
an administrator of a deed of company arrangement executed by the corporation; or
(e)
a person authorised in writing by the Commission to make:
(i)
applications under the Division of Part 5.9 in which the expression occurs; or
(ii)
such an application in relation to the corporation.
eligible commodity agreement means a commodity agreement (in this definition called the relevant agreement), where, at the time when the relevant agreement:

(a)
unless paragraph (b) applies—is entered into; or
(b)
if the relevant agreement is not a commodity agreement at the time when it is entered into—becomes a commodity agreement;

it appears likely, having regard to all relevant circumstances (other than the respective intentions of the person in the sold position, and the person in the bought position, under the relevant agreement), including, without limiting the generality of the foregoing:

(c)
the provisions of any agreement;
(d)
the rules and practices of any market; and
(e)
the manner in which the respective Chapter 8 obligations of persons in sold positions, and persons in bought positions, under agreements of the same kind as the first-mentioned agreement are generally discharged;

that:

(f)
the Chapter 8 obligation of the person in the sold position under the relevant agreement to make delivery in accordance with the relevant agreement will be discharged otherwise than by the person so making delivery;
(g)
the Chapter 8 obligation of the person in the bought position under the relevant agreement to accept delivery in accordance with the relevant agreement will be discharged otherwise than by the person so accepting delivery; or
(h)
the person in the sold position, or bought position, under the relevant agreement will assume an offsetting bought position, or offsetting sold position, as the case may be, under an agreement of the same kind as the relevant agreement.
eligible exchange-traded option means a contract that is entered into on a futures market of a futures exchange and under which a party acquires from another party an option or right, exercisable at or before a specified time:

(a)
to purchase from, or to sell to, that other party a specified quantity of a specified commodity at a price specified in, or to be determined in accordance with, the contract; or
(b)
to be paid by that other party an amount of money to be determined by reference to the amount by which a specified number is greater or less than the number of a specified index, being the Australian Stock Exchanges All Ordinaries Price Index or a prescribed index, as at the time when the option or right is exercised.
eligible money market dealer means a body corporate in respect of which a declaration is in force under section 65.

eligible securities conduct means conduct in the course of, for the purposes of, or otherwise in connection with:

(a)
dealing in securities; or
(b)
advising a person about securities; or
(c)
giving to a person a securities report.
emoluments means the amount or value of any money, consideration or benefit given, directly or indirectly, to a director of a body corporate in connection with the management of affairs of the body or of any holding company or subsidiary of the body, whether as a director or otherwise, but does not include amounts in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the body.

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

(a)
by, or for the benefit of:
(i)
employees of the company, or of a related body corporate; or
(ii)
directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; or
(b)
by a corporation all of whose members are:
(i)
employees of the company, or of a related body corporate; or
(ii)
directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate.
employee share scheme buy-back means a buy-back under a scheme that:

(a)
has as its purpose the acquisition of shares in a company by, or on behalf of:
(i)
employees of the company, or of a related body corporate; or
(ii)
directors of the company, or a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; and
(b)
has been approved by the company in general meeting.
enforce, in relation to a charge on property of a company under administration, includes:

(a)
appoint a receiver of property of the company under a power contained in an instrument relating to the charge; or
(b)
obtain an order for the appointment of a receiver of such property for the purpose of enforcing the charge; or
(c)
enter into possession, or assume control, of such property for that purpose; or
(d)
appoint a person so to enter into possession or assume control (whether as agent for the chargee or for the company); or
(e)
exercise, as chargee or as a receiver or person so appointed, a right, power or remedy existing because of the charge, whether arising under an instrument relating to the charge, under a written or unwritten law, or otherwise.
enforcement process, in relation to property, means:

(a)
execution against that property; or
(b)
any other enforcement process in relation to that property that involves a court or a sheriff.
enter into: A person who:

(a)
enters into, or becomes a party to, a relevant agreement in relation to voting shares or other securities; or
(b)
exercises an option to have voting shares or other securities issued or granted;

is taken to enter into a transaction in relation to the shares or securities. Enter into, in relation to a futures contract, has a meaning affected by subsection 72(2).

entitlements of an employee of a company has the meaning given by subsections 596AA(2) and (3).

entity:

(a)
in Chapter 2E—has the meaning given by section 243C; and
(c)
otherwise—has the meaning given by section 64A.
entity: for the purposes of Chapter 2E an entity is any of the following:

(a)
a body corporate
(b)
a partnership
(c)
an unincorporated body
(d)
an individual
(e)
for a trust that has only 1 trustee—the trustee
(f)
for a trust that has more than 1 trustee—the trustees together.
equal access scheme has the meaning given by subsections 257B(2) and (3).

estate includes any estate or interest, charge, right, title, claim, demand, lien or incumbrance, at law or in equity.

event includes any happening, circumstance or state of affairs.

examinable affairs, in relation to a corporation means:

(a)
the promotion, formation, management, administration or winding up of the corporation; or
(b)
any other affairs of the corporation (including anything that is included in the corporation's affairs because of section 53); or
(c)
the business affairs of a connected entity of the corporation, in so far as they are, or appear to be, relevant to the corporation or to anything that is included in the corporation's examinable affairs because of paragraph (a) or (b).
examinable assets and liabilities, in relation to an entity, means all of the following:

(a)
the entity's property and assets:
(i)
whether present or future; and
(ii)
whether held alone or jointly with any other person or persons; and
(iii)
whether or not held as agent, bailee or trustee;
(b)
the entity's liabilities:
(i)
whether present or future; and
(ii)
whether actual or contingent; and
(iii)
whether owed alone or jointly with any other person or persons; and
(iv)
whether or not owed as trustee.
examinable officer, in relation to a corporation, means:

(a)
a director, secretary or executive officer of the corporation; or
(b)
a receiver, or receiver and manager, of property of the corporation (whether appointed under a provision contained in an instrument, or by a court); or
(c)
an administrator of the corporation; or
(d)
an administrator of a deed of company arrangement executed by the corporation; or
(e)
a liquidator or provisional liquidator of the corporation (whether or not appointed by a court); or
(f)
a trustee or other person administering a compromise or arrangement made between the corporation and any other person or persons.
examinable operations, in relation to an entity, means all of the following:

(a)
the entity's business, trading, transactions and dealings:
(i)
whether alone or jointly with any other entity or entities; and
(ii)
whether or not as agent, bailee or trustee;
(b)
the entity's profits, income and receipts;
(c)
the entity's losses, outgoings and expenditure.
Exchange means Australian Stock Exchange Limited.

exchange member, in relation to a futures exchange, means:

(a)
a corporation that is a member of the futures exchange;
(b)
a partnership that is a member of the futures exchange; or
(c)
a member of such a partnership.
Exchange subsidiary means:

(b)
in section 779 or subsection 920(1)—a securities exchange that is a subsidiary of the Exchange; and
(c)
in any other provision of Chapter 7—a local securities exchange that is a subsidiary of the Exchange.
exchange traded option means an option declared by a securities exchange to be an exchange traded option.

EXCLUDED

excluded security means:

(a)
where:
(i)
there is attached to a share or debenture a right to participate in a retirement village scheme; and
(ii)
each of the other rights, and each interest (if any), attached to the share or debenture is a right or interest that is merely incidental to the right referred to in subparagraph (i);
the share or debenture or a unit in the share or debenture; or
(b)
an interest in a managed investment scheme constituted by a right to participate in a retirement village scheme.
excluded Territory means an external Territory to which this Act does not extend.

Executive Council means the Federal Executive Council.

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

EXEMPT

exempt body has the meaning given by section 66A.

exempt broker means a person who is an exempt broker by virtue of section 67.

exempt dealer has the meaning given by section 68.

exempt foreign company means a foreign company of a kind referred to in subsection 601CK(8), whether or not Division 2 of Part 5B.2 applies to it.

exempt futures market means a futures market in relation to which a declaration under section 1127 is in force.

exempt investment adviser has the meaning given by section 68.

exempt managed investment scheme interest has the meaning given by section 68A.

exempt public authority means a body corporate that is incorporated within Australia or an external Territory and is:

(a)
a public authority; or
(b)
an instrumentality or agency of the Crown in right of the Commonwealth, in right of a State or in right of a Territory.
exempt stock market means a stock market in relation to which, or a stock market in a class of stock markets in relation to which, a declaration is in force under section 771.

expert, in relation to a matter, means a person whose profession or reputation gives authority to a statement made by him or her in relation to that matter.

extend, in relation to a period:

(a)
includes further extend; and
(b)
has a meaning affected by section 70.
externally-administered body corporate means a body corporate:

(a)
that is being wound up;
(b)
in respect of property of which a receiver, or a receiver and manager, has been appointed (whether or not by a court) and is acting;
(c)
that is under administration;
(ca)
that has executed a deed of company arrangement that has not yet terminated; or
(d)
that has entered into a compromise or arrangement with another person the administration of which has not been concluded.
external Territory means a Territory, not being an internal Territory, provision for the government of which as a territory is made by any Act.

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

(a)
of which notice as set out in paragraph 252J(c) has been given; and
(b)
that has been passed by at least 50% of the total votes that may be cast by members entitled to vote on the resolution (including members who are not present in person or by proxy).
F

Federal Court means the Federal Court of Australia.

fee, in Part 9.10, includes a fee that is a tax.

fidelity fund means:

(a)
in relation to a futures organisation—the fidelity fund (if any) that section 1228 requires the futures organisation to keep; or
(b)
in relation to a securities exchange within the meaning of Chapter 7—the fidelity fund (if any) that section 895 requires or required the securities exchange to keep.
financial benefit (when used in Chapter 2E) has a meaning that is affected by section 229.

financial corporation means a financial corporation within the meaning of paragraph 51(20) of the Constitution.

financial records includes:

(a)
invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and
(b)
documents of prime entry; and
(c)
working papers and other documents needed to explain:
(i)
the methods by which financial statements are made up; and
(ii)
adjustments to be made in preparing financial statements.
financial report means an annual financial report or a half-year financial report prepared under Chapter 2M.

Note: Section 295 deals with the contents of annual financial reports and section 302 deals with the contents of half-year financial reports.

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

financial year has the meaning given by section 323D.

find, in the case of a reference to a court finding a person guilty of an offence, has a meaning affected by section 73A.

floating charge includes a charge that conferred a floating security at the time of its creation but has since become a fixed or specific charge.

for, in relation to a fee or tax, includes in respect of.

foreign companies law, in relation to a State, Territory or excluded Territory, means the law, or a previous law, of that State, Territory or excluded Territory relating to foreign companies within the meaning of that law or previous law.

foreign company means:

(a)
a body corporate incorporated in an external Territory or outside Australia and the external Territories, not being:
(i)
a corporation sole; or
(ii)
an exempt public authority; or
(b)
an unincorporated body that:
(i)
is formed in an external Territory or outside Australia and the external Territories; and
(ii)
under the law of its place of formation, may sue or be sued, or may hold property in the name of its secretary or of an officer of the body duly appointed for that purpose; and
(iii)
does not have its head office or principal place of business in Australia.
foreign country means any country (whether or not an independent sovereign state) outside Australia and the external Territories.

foreign holder of securities means a holder of the securities whose address, as shown in the register in which details of their holding is recorded, is a place outside Australia and the external Territories.

franchise means an arrangement under which a person earns profits or income by exploiting a right, conferred by the owner of the right, to use a trade mark or design or other intellectual property or the goodwill attached to it in connection with the supply of goods or services. An arrangement is not a franchise if the person engages the owner of the right, or an associate of the owner, to exploit the right on the person's behalf.

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

function includes a duty.

Fund means the National Guarantee Fund established under section 69 of the Corporations Act 1989.

FUTURES

futures advice business has the meaning given by section 71.

futures adviser means a person who carries on, or 2 or more persons who together carry on, a futures advice business.

futures advisers licence means:

(a)
in this Chapter or section 1173—a futures advisers licence granted under Part 8.3; and
(b)
in any other provision of Chapter 8—a futures advisers licence granted under Part 8.3 of the Corporations Law of this jurisdiction.
futures association means:

(a)
in this Chapter or section 1220, 1222, 1223 or 1269—a body corporate in relation to which an approval under section 1132 is in force or is taken because of subsection 1132(3) to be in force; or
(b)
in any other provision of Chapter 8—a local futures association.
futures broker means:

(a)
except in section 1209 and Part 8.5:
(i)
a person who carries on, or 2 or more persons who together carry on, a futures broking business, whether or not the person, or any of the persons, also deals in futures contracts on the person's own account; or
(ii)
the holder of a futures brokers licence; and
(b)
in section 1209 or Part 8.5 (except a provision of that section or Part referred to in paragraph (c) of this definition)—the holder of a futures brokers licence granted under Part 8.3 of the Corporations Law of this jurisdiction; and
(c)
in subsection 1209(14), (15) or (16) or section 1221 or 1222—the holder of a futures brokers licence.
futures brokers licence means:

(a)
in this Chapter or section 1142, 1172, 1173 or 1269—a futures brokers licence granted under Part 8.3; and
(b)
in any other provision of Chapter 8—a futures brokers licence granted under Part 8.3 of the Corporations Law of this jurisdiction.
futures broking business, in relation to a person, means, subject to subsection 25(4), a business of dealing in futures contracts on behalf of other persons.

futures contract has the meaning given by section 72.

futures exchange means:

(a)
in this Chapter or section 1220, 1222, 1223 or 1269—a body corporate in relation to which an approval under section 1126 is in force or is taken because of subsection 1126(3) to be in force; or
(b)
in any other provision of Chapter 8—a local futures exchange.
futures law means a provision of, Chapter 8.

futures licence means a futures brokers licence or a futures advisers licence.

futures licensee means a person who holds a futures licence.

futures market means a market, exchange or other place at which, or a facility by means of which, futures contracts are regularly acquired or disposed of.

futures option means an option or Chapter 8 right to assume, at a specified price or value and within a specified period, a bought position, or a sold position, in relation to an eligible commodity agreement or in relation to an adjustment agreement.

futures organisation means:

(a)
in this Chapter, section 1141A or subsection 1242(3) or 1249(3)—a futures exchange or a futures association; and
(b)
in Part 8.6:
(i)
a local futures exchange; or
(ii)
a local futures association, other than a futures association each of whose members is also a member of a futures exchange; and
(c)
in any other provision of Chapter 8—a local futures exchange or a local futures association.
futures report means an analysis or report about futures contracts.

futures representative has the meaning given by section 73.

G

Gazette means the Commonwealth of Australia Gazette.

Gazette notice means a notice published in the Gazette.

general law means the principles and rules of the common law and equity.

Government Printer includes any person printing for the Government of the Commonwealth.

guarantor, in relation to a debenture, means a body that has guaranteed, or has agreed to guarantee, the repayment of any money deposited or lent to the borrower under the debenture.

guilty, in the case of a reference to a court finding a person guilty of an offence, has a meaning affected by section 73A.

H

half-year has the meaning given by subsection 323D(5).

have, in relation to information, includes be in possession of the information.

highest outside purchase price for a takeover bid is the highest amount paid or payable by the bidder for a security in the bid class under a purchase made outside the bid and during the bid period.

hold, in relation to a person, in relation to a document that is, or purports to be, a copy of a licence, means have in the person's possession.

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

I

included, in relation to an official list, has the meaning given by section 75.

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

incorporation:

(a)
of a company or of a recognised company—means the company's first registration under the Corporations Law of any jurisdiction; and
(b)
of any other incorporated body—means the body's incorporation by or under a law (other than this law or a corresponding previous law).
individual means a natural person.

industrial instrument means:

(a)
a contract of employment; or
(b)
a law, award, determination or agreement relating to terms or conditions of employment.
information includes complaint.

information service means:

(a)
a broadcasting service;
(b)
an interactive or broadcast videotext or teletext service or a similar service;
(c)
an online database service or a similar service; or
(d)
any other prescribed service.
injury compensation means compensation payable under any law relating to workers compensation.

inside information, in relation to a futures contract, means information that is not generally available but, if it were generally available, would be likely to affect materially the price for dealing in:

(a)
that futures contract; or
(b)
a futures contract of the same kind as that futures contract.
insolvent has the meaning given by subsection 95A(2) and, in Part 7.10, has a meaning affected by section 922.

insolvent transaction has the meaning given by section 588FC.

insolvent under administration means a person who:

(a)
under the Bankruptcy Act 1966 or the law of an external Territory, is a bankrupt in respect of a bankruptcy from which the person has not been discharged; or
(b)
under the law of a country other than Australia or the law of an external Territory, has the status of an undischarged bankrupt;

and includes:

(c)
a person who has executed a deed of arrangement under Part X of the Bankruptcy Act 1966 or the corresponding provisions of the law of an external Territory or of the law of a country other than Australia, where the terms of the deed have not been fully complied with; and
(d)
a person whose creditors have accepted a composition under Part X of the Bankruptcy Act 1966 or the corresponding provisions of the law of an external Territory or of the law of a country other than Australia where a final payment has not been made under that composition.
interest in a managed investment scheme means a right to benefits produced by the scheme (whether the right is actual, prospective or contingent and whether it is enforceable or not).

internal Territory means the Capital Territory or the Northern Territory.

invalid futures authority has the meaning given by subsection 87(2).

invalid securities authority has the meaning given by subsection 88(2).

investment advice business has the meaning given by section 77.

investment adviser means a person who carries on, or 2 or more persons who together carry on, an investment advice business.

investment advisers licence means:

(a)
in this Chapter or section 807—an investment advisers licence granted under Part 7.3; or
(b)
in any other provision of Chapter 7—an investment advisers licence granted under Part 7.3 of the Corporations Law of this jurisdiction.
investment contract means any contract, scheme or arrangement that, in substance and irrespective of its form, involves the investment of money in or under such circumstances that the investor acquires or may acquire an interest in, or right in respect of, property, whether in this jurisdiction or elsewhere, that, under, or in accordance with, the terms of investment will, or may at the option of the investor, be used or employed in common with any other interest in, or right in respect of, property, whether in this jurisdiction or elsewhere, acquired in or under like circumstances.

involved, in relation to a contravention, has the meaning given by section 79.

issue includes:

(a)
in relation to interests in a managed investment scheme—make available; and
(b)
otherwise—circulate, distribute and disseminate.
J

Jervis Bay Territory means the Territory referred to in the Jervis Bay Territory Acceptance Act 1915.

Judge means a judge of the Court.

jurisdiction means a State or the Capital Territory and, in the case of a State, includes the coastal sea of the State.

justice of the peace includes a justice of the peace for a State or part of a State or for a Territory.

L

land includes messuages, tenements and hereditaments, corporeal and incorporeal, of any tenure or description, and whatever may be the estate or interest therein.

large proprietary company has the meaning given by subsection 45A(3).

law, in relation to a jurisdiction, means, subject to section 58, a law of, or a law in force in, that jurisdiction and, in the case of the Capital Territory, includes, without limitation:

(a)
the Corporations Act 1989 and regulations under it; and
(b)
the Corporations Law, Corporations Regulations, ASC Law, and ASC Regulations, of the Capital Territory; and
(c)
a relevant Act within the meaning of the Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980; and
(d)
regulations under such an Act.
Law, in the case of a reference to this Law or to the Corporations Law of a jurisdiction, has the additional meaning given by sections 8 and 8A.

lawyer means a duly qualified legal practitioner and, in relation to a person, means such a practitioner acting for the person.

leave of absence means long service leave, extended leave, recreation leave, annual leave, sick leave or any other form of leave of absence from employment.

licence means:

(a)
in section 808—a securities licence; and
(b)
in any other provision of Chapter 7—a dealers licence, or an investment advisers licence, granted under Part 7.3 of the Corporations Law of this jurisdiction; and
(c)
in section 1174 or subsection 1220(2) or 1221(3)—a futures licence; and
(d)
in any other provision of Chapter 8—a futures brokers licence, or a futures advisers licence, granted under Part 8.3 of the Corporations Law of this jurisdiction.
licensee means:

(a)
in section 781 or subsection 879(1)—a securities licensee; and
(b)
in any other provision of Chapter 7—a person who holds a dealers licence, or an investment advisers licence, granted under Part 7.3 of the Corporations Law of this jurisdiction; and
(c)
in section 1143—a futures licensee; and
(d)
in any other provision of Chapter 8—a person who holds a futures brokers licence, or a futures advisers licence, granted under Part 8.3 of the Corporations Law of this jurisdiction; and
(e)
in relation to a licence—the person who holds the licence.
limited company means a company limited by shares or a company limited by guarantee but does not include a no liability company.

linked: the incurring of a debt and a contravention of section 596AB are linked if they are linked under subsection 596AB(4).

liquidating trade means a transaction whereby, for the purpose of closing out a futures contract, the person in the bought position, or sold position, under the futures contract assumes an offsetting sold position, or offsetting bought position, as the case may be, under another futures contract.

liquidator, in Chapters 7 and 8, includes a provisional liquidator.

listed: A company, managed investment scheme or other body is listed if it is included in the official list of a securities exchange.

listed corporation means a body corporate that is included in an official list of a securities exchange (as defined, for the purposes of this definition, by the regulations) in Australia or an external Territory.

listed disclosing entity has the meaning given by subsection 111AL(1).

listing rules, when used in Chapter 7, has the meaning given by section 761.

local agent, in relation to a foreign company, means a person who is a local agent of the foreign company by virtue of subsection 601CG(5).

local corporation means:

(a)
a company; or
(b)
any other corporation that is incorporated in this jurisdiction.
local futures association means a body corporate in relation to which an approval under section 1132 of the Corporations Law of this jurisdiction is in force.

local futures exchange means a body corporate in relation to which an approval under section 1126 of the Corporations Law of this jurisdiction is in force.

local securities exchange means a local stock exchange or an approved securities organisation.

local stock exchange means:

(a)
the Exchange; or
(b)
a body corporate referred to in any of subparagraphs (c)(ii) to (x), inclusive, of the definition of stock exchange that conducts in this jurisdiction, or proposes so to conduct, a stock market; or
(c)
a body corporate in relation to which an approval under section 769 of the Corporations Law of this jurisdiction is in force.
lodge means lodge with the Commission in this or any other jurisdiction.

M

machine-copy, in relation to a document, means a copy made of the document by any machine in which, or process by which, an image of the contents of the document is reproduced.

magistrate means a magistrate who is remunerated by salary or otherwise.

managed investment scheme means:

(a)
a scheme that has the following features:
(i)
people contribute money or money's worth as consideration to acquire rights (interests) to benefits produced by the scheme (whether the rights are actual, prospective or contingent and whether they are enforceable or not)
(ii)
any of the contributions are to be pooled, or used in a common enterprise, to produce financial benefits, or benefits consisting of rights or interests in property, for the people (the members) who hold interests in the scheme (whether as contributors to the scheme or as people who have acquired interests from holders)
(iii)
the members do not have day-to-day control over the operation of the scheme (whether or not they have the right to be consulted or to give directions); or
(b)
a time-sharing scheme;

but does not include the following:

(c)
a partnership covered by an application order made for the purposes of section 115
(d)
a body corporate (other than a body corporate that operates as a time sharing scheme)
(e)
a scheme in which all the members are bodies corporate that are related to each other and to the body corporate that promotes the scheme
(f)
a franchise
(g)
a statutory fund maintained under the Life Insurance Act 1995
(h)
a regulated superannuation fund, an approved deposit fund, a pooled superannuation trust, or a public sector superannuation scheme, within the meaning of the Superannuation Industry (Supervision) Act 1993
(i)
a scheme operated by an Australian ADI in the ordinary course of its banking business
(j)
the issue of debentures or convertible notes by a body corporate
(k)
a barter scheme under which each participant may obtain goods or services from another participant for consideration that is wholly or substantially in kind rather than in cash
(l)
a retirement village scheme operating within or outside Australia:
(i)
under which the participants, or a majority of them, are provided, or are to be provided, with residential accommodation within a retirement village (whether or not the entitlement of a participant to be provided with accommodation derives from a proprietary interest held by the participant in the premises where the accommodation is, or is to be, provided); and
(ii)
which is not a time-sharing scheme
(m)
a scheme that is operated by a co-operative company registered under Part VI of the Companies (Co-operative) Act 1943 of Western Australia or under a previous law of Western Australia that corresponds to that Part
(n)
a scheme of a kind declared by the regulations not to be a managed investment scheme.
Note: Paragraph (c)—A partnership with less than 20 members will usually not require registration because of paragraph 601ED(1)(a) and under section 115 a partnership with more than 20 members can only operate if covered by an application order.

manager has a meaning affected by section 90.

managing controller, in relation to property of a corporation, means:

(a)
a receiver and manager of that property; or
(b)
any other controller of that property who has functions or powers in connection with managing the corporation.
marketable securities means debentures, stocks, shares or bonds of any Government, of any local government authority or of any body corporate, association or society, and includes any right or option in respect of shares in any body corporate and any prescribed interest.

market bid means a takeover bid made under Chapter 6 as a market bid (see section 616).

member:

(aa)
in relation to a managed investment scheme-means a person who holds an interest in the scheme; or
(a)
when used in Chapter 6 or Chapter 7 (except Part 7.1A and the provisions mentioned in paragraph (aa) of this definition) in relation to a securities exchange or stock exchange, means:
(i)
a person who is a member organisation of that exchange; or
(ii)
a person who is a partner in a partnership that is a member organisation of that exchange; or
(aa)
when used in section 769, 769A or 772A, subsection 776(2), section 779, subsection 786(8) or 910(3) or section 913 or 1115, in relation to a securities exchange or stock exchange, means:
(i)
a person who is a member organisation of that exchange; or
(ii)
a person who is a partner in a partnership that is a member organisation of that exchange; or
(iii)
a person who is recognised under the business rules of the exchange as a suitably qualified affiliate of the exchange and who is involved in the carrying on of a business of dealing in securities (whether as an employee, director or in any other capacity); or
(b)
in relation to a body corporate that is, or proposes to become, a futures organisation—has a meaning affected by section 56; or
(c)
in relation to a company registered under the Corporations Law of any jurisdiction—a person who is a member under section 246A.
member firm, in relation to a securities exchange, means a partnership that is a member organisation of the securities exchange.

member organisation means:

(a)
in relation to a securities exchange or stock exchange:
(i)
a person who is recognised under the business rules of the exchange as a suitably qualified participant of the exchange and who carries on a business of dealing in securities otherwise than in partnership; or
(ii)
a partnership that is recognised under the business rules of the exchange as a suitably qualified participant of the exchange and that carries on a business of dealing in securities; and
(b)
in relation to a futures organisation:
(i)
a member of the futures organisation that carries on a business of dealing in futures contracts otherwise than in partnership; or
(ii)
a partnership that the futures organisation recognises as a member organisation, that carries on a business of dealing in futures contracts and each partner in which is a member of some futures organisation.
members' voluntary winding up means a winding up under Part 5.5 where a declaration has been made and lodged pursuant to section 494.

minerals means minerals in any form, whether solid, liquefied or gaseous and whether organic or inorganic.

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

mining purposes means any or all of the following purposes:

(a)
prospecting for ores, metals or minerals;
(b)
obtaining, by any mode or method, ores, metals or minerals;
(c)
the sale or other disposal of ores, metals, minerals or other products of mining;
(d)
the carrying on of any business or activity necessary for, or incidental to, any of the foregoing purposes;

whether in Australia or elsewhere, but does not include quarrying operations for the sole purpose of obtaining stone for building, roadmaking or similar purposes.

Minister has the meaning given by section 80A.

Ministerial Council means the Ministerial Council for Companies and Securities established by the Agreement made on 22 December 1978 between the Commonwealth and the States a copy of which is set out in the Schedule to the National Companies and Securities Commission Act 1979, being that agreement as amended or affected by any other agreement.

misconduct includes fraud, negligence, default, breach of trust and breach of duty.

modifications includes additions, omissions and substitutions.

money includes a payment order.

month means calendar month.

N

national business names register means the record or records of information identified by the Minister in a notice under section 70 of the Corporations Act 1989.

national newspaper means a daily newspaper that circulates generally in each State, the Capital Territory and the Northern Territory.

NCSC means the National Companies and Securities Commission.

necessary transfer documents for the transfer of securities to a person means the documents that are sufficient to enable the person to become the holder of the securities.

negotiable instrument, in relation to a body corporate, means:

(a)
a bill of exchange, promissory note, cheque or other negotiable instrument;
(b)
an indorsement on, or order in, a bill of exchange, promissory note, cheque or other negotiable instrument; or
(c)
a letter of credit;

of, or purporting to be issued or signed by or on behalf of, the body.

negative, in relation to a document, means a transparent negative photograph used, or intended to be used, as a medium for reproducing the contents of the document, and includes a transparent photograph made from surface contact with the original negative photograph.

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

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

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

nominee corporation means a body corporate whose principal business is the business of holding marketable securities as a trustee or nominee.

non-broker means a person who is neither a futures broker nor one of 2 or more persons who together constitute a futures broker.

non-dealer means a person who is neither a dealer nor one of 2 or more persons who together constitute a dealer.

non-voting share, in relation to a body corporate, means an issued share in the body that is not a voting share in the body.

Northern Territory means the Northern Territory of Australia.

notice includes a circular and an advertisement.

NSEGC means the National Securities Exchanges Guarantee Corporation referred to in a previous law corresponding to Part 7.10.

O

oath includes affirmation.

of, in relation to securities, means, in the case of interests in a managed investment scheme, made available by.

offence means an offence against a law of the Commonwealth or a State or Territory.

offer information statement means an offer information statement that is lodged with ASIC.

offer period for a takeover bid is the period for which offers under the bid remain open.

office, in relation to the Commission, means an office of the Commission in this jurisdiction or elsewhere.

officer of a corporation means:

(a)
a director or secretary of the corporation; or
(b)
a person:
(i)
who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or
(ii)
who has the capacity to affect significantly the corporation's financial standing; or
(iii)
in accordance with whose instructions or wishes the directors of the corporation are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person's professional capacity or their business relationship with the directors or the corporation); or
(c)
a receiver, or receiver and manager, of the property of the corporation; or
(d)
an administrator of the corporation; or
(e)
an administrator of a deed of company arrangement executed by the corporation; or
(f)
a liquidator of the corporation; or
(g)
a trustee or other person administering a compromise or arrangement made between the corporation and someone else.
Note: Section 201B contains rules about who is a director of a corporation.

official liquidator means a person registered as an official liquidator under section 1283 or deemed to be registered as an official liquidator under this Law.

official manager means a person appointed as an official manager under Part 5.3.

off-market bid means a takeover bid made under Chapter 6 as an off-market bid (see section 616).

on, in relation to a stock market or futures market, includes at or by means of.

on behalf of includes on the instructions of.

on-market: a transaction of any kind is an on-market transaction if it is effected on a stock market of a securities exchange and is:

(a)
an on-market transaction as defined in the rules governing the operation of the exchange; or
(b)
if those rules do not define on-market transactions—effected in the ordinary course of trading on the stock market.
on-market buy-back means a buy-back by a listed corporation at an official meeting of a securities exchange in the ordinary course of trading on a stock market of the exchange.

option contract, in Chapter 7, means:

(a)
a contract under which a party acquires from another party an option or right, exercisable at or before a specified time, to buy from, or to sell to, that other party a number of specified securities, or of a specified class of securities, being securities of a kind referred to in paragraph 92(1)(a), (b),
(c)
or (d), at a price specified in, or to be determined in accordance with, the contract; or
(b)
a contract entered into on a stock market of a securities exchange or on an exempt stock market, being a contract under which a party to the contract acquires from another party to the contract an option or right, exercisable at or before a specified time:
(i)
to buy from, or to sell to, that other party an amount of a specified foreign currency, or a quantity of a specified commodity, at a price specified in, or to be determined in accordance with, the contract; or
(ii)
to be paid by that other party an amount of money to be determined by reference to the amount by which a specified number is greater or less than the number of a specified index, being the Australian Stock Exchanges All Ordinaries Price Index or a prescribed index, as at the time when the option or right is exercised.
originating provision, in relation to a provision of this Law, means the provision enacted by the Parliament as a direct or indirect result of which the provision of this Law was included in this Law.

other jurisdictions means 2 or more jurisdictions other than this jurisdiction.

outstanding property, in relation to a body corporate that has been dissolved or deregistered, means outstanding property (other than unpaid capital, whether called or uncalled) that was vested in the body, to which it was entitled, or over which it had a disposing power, when it was dissolved or deregistered, but that neither the body nor its liquidator got in, realised on or otherwise disposed of or dealt with.

own account has:

(a)
in relation to a person dealing in a futures contract—a meaning affected by section 29; or
(b)
in relation to a person dealing in, or entering into a transaction in relation to, securities—a meaning affected by section 84.
P

Parliament means the Parliament of the Commonwealth.

Part 5.1 body means:

(a)
a company; or
(b)
a registrable body (other than a registrable local body) that is registered under Division 1 or 2 of Part 5B.2 of the Corporations Law of this jurisdiction.
Part 5.7 body means:

(a)
a registrable body (other than a registrable local body) that:
(i)
is registered under Division 1 or 2 of Part 5B.2 of the Corporations Law of this jurisdiction; or
(ii)
carries on business in this jurisdiction; or
(b)
a partnership, association or other body (whether a body corporate or not) that consists of more than 5 members.
party:

(a)
in relation to a transaction—includes, if the transaction has been completed or given effect to, or has been terminated, a person who was a party to the transaction; and
(b)
in relation to a Chapter 8 agreement—means, in the case of a proposed or discharged relevant agreement, a person who would be a party to the relevant agreement if it were in effect.
payment (when used in Division 2 of Part 2D.2 (sections 200B to 1813)) includes a payment by way of damages for breach of contract.

payment order means a cheque (including a cheque that a bank or other institution draws on itself), bank draft, money order or postal order.

penalty unit means $100.

person:

(a)
has a meaning affected by section 85A; and
(b)
when used in Division 2 of Part 2D.2 (sections 200B to 1813)—includes a superannuation fund.
place of origin, in relation to a body corporate, means:

(a)
in the case of a body incorporated in a State or Territory—that State or Territory; or
(b)
otherwise—the place of the body's incorporation.
possession has a meaning affected by section 86.

power includes an authority.

premises includes:

(a)
a structure, building, aircraft, vehicle or vessel;
(b)
any land or place (whether enclosed or built on or not); and
(c)
a part of a structure, building, aircraft, vehicle or vessel or of such a place.
prescribed means prescribed by the Corporations Law of this jurisdiction, by the regulations or by the rules.

previous Fund means the National Guarantee Fund that was established under subsection 122CA(1) of the Securities Industry Act 1980.

price, in relation to a commodity agreement or a futures contract, or in Chapter 8, includes any amount payable for the delivery of a commodity under an agreement.

printed includes type-written, lithographed or reproduced by any mechanical means.

Proclamation means Proclamation by the Governor-General published in the Gazette.

procure includes cause.

profile statement means a profile statement that is lodged with ASIC.

proper authority has:

(a)
in relation to a futures licensee—the meaning given by subsection 87(1); and
(b)
in relation to a securities licensee—the meaning given by subsection 88(1).
proper SCH transfer means:

(a)
an SCH-regulated transfer of a quoted security or quoted right effected in accordance with the SCH business rules; or
(b)
a transfer that is taken by section 1097D to be a proper SCH transfer.
property means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description and includes a thing in action.

proportional takeover approval provisions, in relation to a company, means provisions of the kind referred to in subsection 648D(1) that are contained in, or that it is proposed to insert in, the constitution of the company.

proportional takeover bid means an off-market bid for a specified proportion of the securities in the bid class (see paragraph 618(1)(b)).

proprietary company has the meaning given by subsection 45A(1).

prospectus means a prospectus that is lodged with ASIC.

prove includes establish in any way (for example, but without limitation, through the operation of a presumption for which this Law or any other law of this jurisdiction provides).

providing finance means

(a)
lending money; or
(b)
giving guarantees or security for loans made by someone else; or
(c)
drawing, accepting, indorsing, negotiating or discounting a bill of exchange, cheque, payment order or promissory note so that someone can obtain funds.
public authority of the Commonwealth or a State means:

(a)
a Minister or State Minister; or
(b)
the holder of an office established by a Commonwealth or State law; or
(c)
a body corporate incorporated for a public purpose by a Commonwealth or State law to the extent to which it is exercising a power conferred by a Commonwealth or State law.
public company means a company other than a proprietary company and:

(a)
in subsection 849(1), includes a body corporate that is a public company for the purposes of the Corporations Law of another jurisdiction; and
(b)
in section 195, Chapter 2E and section 1376, includes a body corporate (other than a prescribed body corporate) that:
(i)
is incorporated, or taken to be incorporated, in this jurisdiction, but not under the Corporations Law of this jurisdiction; and
(ii)
is included in the official list of a securities exchange; and
(c)
in Chapter 2E and section 1376 does not include a company that does not have "Limited" in its name because of section 150 or 151.
public document, in relation to a body corporate, has the meaning given by section 88A.

publish:

(a)
in relation to a notice—means, in Chapter 7, publish by any means, including in a newspaper or periodical, by broadcasting or televising or in a cinematograph film; and
(b)
in any case—includes issue.
Q

qualified accountant means a member of a professional body that is approved by ASIC in writing for the purposes of this definition.

qualified privilege has the meaning given by section 89.

quarter day means 31 March, 30 June, 30 September or 31 December.

quotation, in relation to securities, in relation to a stock market of a securities exchange, or of a stock exchange, within the meaning of the provision where the expression occurs, includes the displaying or providing, on a stock market of the securities exchange or stock exchange, of information concerning:

(a)
if offers to sell, purchase or exchange the securities at particular prices, or for particular consideration, are made or accepted on that stock market—those prices or that consideration;
(b)
if offers or invitations are made on that stock market, being offers or invitations that are intended, or may reasonably be expected, to result in the making or acceptance of offers to sell, purchase or exchange the securities at particular prices, or for particular consideration—those prices or that consideration; or
(c)
in any case—the price at which, or the consideration for which, particular persons, or particular classes of persons, propose, or may reasonably be expected, to sell, purchase or exchange the securities.
quoted ED securities has the meaning given by section 111AM.

quoted right has the meaning given by section 1097A.

Note: The meaning of quoted right may be extended by the SCH business rules (under section 1097B) or by a Commission declaration (under section 1097C).

quoted security has the meaning given by section 1097A.

Note: The meaning of quoted security may be extended by the SCH business rules (under section 1097B) or by a Commission declaration (under section 1097C).

R

receiver and manager has a meaning affected by section 90.

recognised company means a body corporate that, because of the definition of company in section 9 of the Corporations Law of another jurisdiction, is a company for the purposes of that section of that Law.

recognised futures exchange means a body corporate that:

(a)
conducts a futures market outside Australia; and
(b)
is prescribed for the purposes of this definition.
record includes information stored or recorded by means of a computer.

redeemable preference share means a preference share in a body corporate that is, or at the body's option is to be, liable to be redeemed.

register means register under this Law.

REGISTERED

registered Australian body means:

(a)
in this Chapter—a registrable Australian body that is registered under Division 1 of Part 5B.2; or
(b)
otherwise—a registrable Australian body that is registered under Division 1 of Part 5B.2 of the Corporations Law of this jurisdiction.
registered body means:

(a)
in this Chapter or section 601CX or 601CY—a registered Australian body or a registered foreign company; or
(b)
otherwise—a registrable body that is registered under Division 1 or 2 of Part 5B.2 of the Corporations Law of this jurisdiction.
registered company auditor means:

(a)
in sections 1287 and 1288—a person registered as an auditor, or taken to be registered as an auditor, under Part 9.2 of the Corporations Law of this jurisdiction; and
(b)
otherwise—a person registered as an auditor, or taken to be registered as an auditor, under Part 9.2;

and, in relation to a body corporate that is not a company, includes a person qualified to act as the body's auditor under the law of the body's incorporation.

registered foreign company means:

(a)
in this Chapter or section 601CX—a foreign company that is registered under Division 2 of Part 5B.2; or
(b)
otherwise—a foreign company that is registered under Division 2 of Part 5B.2 of the Corporations Law of this jurisdiction.
registered liquidator means:

(a)
in sections 1287 and 1288—a person registered as a liquidator under subsection 1282(2), or taken to be registered as a liquidator under Part 9.2, of the Corporations Law of this jurisdiction; and
(b)
otherwise—a person registered as a liquidator under subsection 1282(2) or taken to be registered as a liquidator under Part 9.2.
registered office, in relation to a body corporate, means the body's registered office under section 142 or 601CT, as the case requires.

registered scheme means a managed investment scheme that is registered under section 601EB.

registrable Australian body means:

(a)
a body corporate, not being:
(i)
a company; or
(ii)
a recognised company; or
(iii)
an exempt public authority; or
(iv)
a corporation sole; or
(b)
an unincorporated body that, under the law of its place of formation, may sue or be sued, or may hold property in the name of its secretary or of an officer of the body duly appointed for that purpose;

but does not include a foreign company.

registrable body means a registrable Australian body or a foreign company.

registrable local body means a registrable Australian body that:

(a)
is incorporated in this jurisdiction; or
(b)
is unincorporated but is formed, or has its head office or principal place of business, in this jurisdiction.
regulations means the Corporations Regulations of this jurisdiction.

related body corporate, in relation to a body corporate, means a body corporate that is related to the first-mentioned body by virtue of section 50.

related entity, in relation to a body corporate, means any of the following:

(a)
a promoter of the body;
(b)
a relative, or de facto spouse, of such a promoter;
(c)
a relative of a spouse, or of a de facto spouse, of such a promoter;
(d)
a director or member of the body or of a related body corporate;
(e)
a relative, or de facto spouse, of such a director or member;
(f)
a relative of a spouse, or of a de facto spouse, of such a director or member;
(g)
a body corporate that is related to the first-mentioned body;
(h)
a beneficiary under a trust of which the first-mentioned body is or has at any time been a trustee;
(i)
a relative, or de facto spouse, of such a beneficiary;
(j)
a relative of a spouse, or of a de facto spouse, of such a beneficiary;
(k)
a body corporate one of whose directors is also a director of the first-mentioned body;
(l)
a trustee of a trust under which a person is a beneficiary, where the person is a related entity of the first-mentioned body because of any other application or applications of this definition.
related party (when used in Chapter 2E) has the meaning given by section 228.

relation-back day, in relation to a winding up of a company or Part 5.7 body, means:

(a)
if, because of Division 1A of Part 5.6, the winding up is taken to have begun on the day when an order that the company or body be wound up was made—the day on which the application for the order was filed; or
(b)
otherwise—the day on which the winding up is taken because of Division 1A of Part 5.6 to have begun.
relative, in relation to a person, means the spouse, parent or remoter lineal ancestor, son, daughter or remoter issue, or brother or sister of the person.

relevant agreement means an agreement, arrangement or understanding:

(a)
whether formal or informal or partly formal and partly informal;
(b)
whether written or oral or partly written and partly oral; and
(c)
whether or not having legal or equitable force and whether or not based on legal or equitable rights.
relevant date, in relation to a winding up, means the day on which the winding up is taken because of Division 1A of Part 5.6 to have begun.

Note: Subsection 553(1B) modifies the operation of this definition for debts and claims that arise while a company is under a deed of company arrangement if the deed terminates immediately before the winding up.

relevant interest, in relation to securities, has a meaning given by sections 608 and 609.

relevant previous law, in relation to a jurisdiction, means:

(a)
in the case of the Capital Territory—a relevant Act within the meaning of the Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980; and
(b)
in the case of any other jurisdiction—a relevant Code within the meaning of a law of that other jurisdiction.
relevant securities exchange for a listed company, or listed registered managed investment scheme, means:

(a)
the securities exchange on whose stock market the company or scheme is listed; or
(b)
if the company or scheme is listed on 2 or more exchanges—each of those exchanges.
remedial order means an order that:

(a)
restrains a person from exercising any voting or other rights attached to securities
(b)
directs a body corporate not to make or to defer payment of an amount due from the body corporate in respect of securities
(c)
restrains a person from acquiring securities or an interest in securities
(d)
directs a person to dispose of, or not to dispose of, securities or interests in securities
(e)
directs the disposal referred to in paragraph (d):
(i)
to be made within a specified time; or
(ii)
to be made subject to specified conditions; or
(iii)
not to be made to a specified person or persons or to a specified class or classes of persons
(f)
directs a specified person to pay to the body corporate an amount equal to any profit or benefit that the person obtains because of the disposal referred to in paragraph (d)
(g)
vests securities, or an interest in securities, in ASIC
(h)
directs a body corporate not to register the transfer or transmission of securities
(i)
cancels securities issued as consideration for offers under a takeover bid
(j)
declares that an exercise of the voting or other rights attached to securities be disregarded
(k)
cancels or declares voidable:
(i)
an agreement or offer relating to a takeover bid, or a proposed takeover bid; or
(ii)
any other agreement or offer in connection with the acquisition of securities or relevant interests in securities
(l)
directs a person to give specified information to the holders of securities of a body corporate
(m)
directs a body corporate not to issue securities to a person
(n)
if an order of a kind referred to in paragraphs (a) to (m) is in force in respect of securities—directs the registered holder of the securities to give written notice of the order to any person whom the holder knows to be entitled to exercise a right to vote attached to those securities
(o)
directs a body corporate to repeal or modify its existing constitution or adopt a particular constitution
(p)
if a person has failed to comply with a requirement of Chapter 6, 6A, 6B or 6C—directs that person to comply with that requirement.
remuneration of an officer or employee of a corporation. A benefit given to an officer or employee of a corporation is remuneration if and only if the benefit, were it received by a director of the corporation, would be remuneration of the director for the purposes of an accounting standard that deals with disclosure in companies' financial reports of information about related parties. For the purposes of this definition, the following are not officers of a corporation:

(a)
a receiver, or receiver and manager, of the property of the corporation
(b)
an administrator of the corporation
(c)
an administrator of a deed of company arrangement executed by the corporation
(d)
a liquidator of the corporation
(e)
a trustee or other person administering a compromise or arrangement made between the corporation and someone else.
renounceable option means an assignable option to have an allotment of shares in a body corporate made to the holder of the option.

representative means:

(a)
in Chapter 7—a securities representative; or
(b)
in Chapter 8—a futures representative.
reproduction, in relation to a document, means a machine-copy of the document or a print made from a negative of the document.

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

resolution for voluntary winding up means the special resolution referred to in section 491.

responsible entity of a registered scheme means the company named in ASIC's record of the scheme's registration as the responsible entity or temporary responsible entity of the scheme.

responsible officer means:

(a)
in relation to a body corporate that is, or proposes to be, a member of another body corporate:
(i)
a director or executive officer of the first-mentioned body; or
(ii)
a person who has control or substantial control of the first-mentioned body; and
(b)
in relation to a body corporate that applies for a licence—an officer of the body who would perform duties in connection with the holding of the licence.
result includes:

(a)
when used as a verb—result indirectly; and
(b)
when used as a noun—an indirect result.
retirement village scheme means a scheme, undertaking or enterprise (in this definition called the relevant scheme), whether in Australia or elsewhere, that is being, or is proposed to be, carried out or undertaken with the intention that the participants, or a majority of the participants, in the relevant scheme be provided, in connection with the relevant scheme, with residential accommodation within a retirement community, whether or not the entitlement of a participant to be provided with such accommodation derives from a proprietary interest held by the participant in the premises where the accommodation is provided, but does not include a time-sharing scheme.

revoke, in relation to an accounting standard, means, in the case of a provision of an accounting standard, vary the last-mentioned accounting standard by omitting the provision.

rules means:

(a)
rules of the Federal Court; or
(b)
rules of the Supreme Court of this or another jurisdiction;

as the case requires.

S

same kind, in relation to a Chapter 8 agreement, has the meaning given by section 54.

SCH is short for securities clearing house.

SCH business rules means the business rules (within the meaning of Chapter 7) of the securities clearing house.

SCH certificate cancellation provisions means the provisions of the SCH business rules that deal with:

(a)
brokers cancelling certificates or other documents of title to quoted securities or quoted rights; and
(b)
matters incidental to brokers cancelling such certificates or documents.
scheme property of a registered scheme means:

(a)
contributions of money or money's worth to the scheme; and
(b)
money that forms part of the scheme property under provisions of this Law or the ASC Law; and
(c)
money borrowed or raised by the responsible entity for the purposes of the scheme; and
(d)
property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b) or (c); and
(e)
income and property derived, directly or indirectly, from contributions, money or property referred to in paragraph (a), (b), (c) or (d).
Note 1: Paragraph (a)—if what a member contributes to a scheme is rights over property, the rights in the property that the member retains do not form part of the scheme property.

Note 2: For provisions that are relevant to paragraph (b), see subsections 177(4), 1317HA(1A), 1317HB(3) and 1317HD(3) of this Law and subsection 93A(5) of the ASC Law.

SCH participant means a person who, or a partnership that, under the SCH business rules, is entitled to participate in the facilities provided by the securities clearing house.

SCH-regulated transfer means a transfer (within the meaning of Division 3 of Part 7.13) of a quoted security or a quoted right that, according to the SCH business rules, is an SCH-regulated transfer.

SCH subregister means a subregister of quoted securities or quoted rights maintained by the SCH under the SCH business rules.

scrip means documents that are, or are documents of title to, securities.

section 513C day, in relation to the administration of a company, has the meaning given by section 513C.

section 770A stock market means a stock market in relation to which an approval under section 770A is in force.

SECURITIES

securities has the meaning given by section 92.

securities adviser means a dealer, an investment adviser or a securities representative of a dealer or of an investment adviser.

securities business has the meaning given by section 93.

Note: The activities of the securities clearing house will not generally constitute a securities business—see subsection 779J(1).

securities clearing house means the body corporate in relation to which an approval under section 779B is in force.

securities exchange means:

(a)
in a provision (other than a provision of this Chapter or Chapter 6 or 7) for the purposes of which a regulation is in force defining that expression—a securities exchange as defined by that regulation; or
(b)
in Chapter 6:
(i)
the Exchange;
(ii)
Australian Stock Exchange (Adelaide) Limited;
(iii)
Australian Stock Exchange (Brisbane) Limited;
(iv)
Australian Stock Exchange (Hobart) Limited;
(v)
Australian Stock Exchange (Melbourne) Limited;
(vi)
Australian Stock Exchange (Perth) Limited;
(vii)
Australian Stock Exchange (Sydney) Limited; or
(viii)
a body corporate that is declared by the regulations to be a securities exchange for the purposes of that Chapter; or
(c)
in this Chapter, section 773, 778, 779, 874 or 879, subsection 920(1) or Chapter 6D:
(i)
a stock exchange; or
(ii)
a body corporate in relation to which an approval under section 770 is in force; or
(d)
in any other provision of Chapter 7:
(i)
a local stock exchange; or
(ii)
an approved securities organisation.
securities law means a provision of Chapter 5C, 6, 6A, 6B, 6C, 6D or 7 or a corresponding previous law.

securities licence means a dealers licence or an investment advisers licence.

securities licensee means a person who holds a securities licence.

securities recommendation means a recommendation with respect to securities or a class of securities, whether made expressly or by implication.

securities report means an analysis or report about securities.

securities representative has the meaning given by section 94.

SEGC means a body corporate in relation to which a nomination as the Securities Exchanges Guarantee Corporation is in force under subsection 67(1) of the Corporations Act 1989 or is taken because of subsection 67(5) of that Act to be so in force.

selective buy-back means a buy-back that is none of the following:

(a)
a buy-back under an equal access scheme within the meaning of subsections 257B(2) and (3)
(b)
a minimum holding buy-back
(c)
an on-market buy-back
(d)
an employee share scheme buy-back.
serious fraud means an offence involving fraud or dishonesty, being an offence:

(a)
against an Australian law or any other law; and
(b)
punishable by imprisonment for life or for a period, or maximum period, of at least 3 months.
sheriff includes a person charged with the execution of a writ or other process.

small proprietary company has the meaning given by subsection 45A(2).

sold position means:

(a)
in relation to a commodity agreement, or in relation to a futures contract, being a commodity agreement—the position of a person who, by virtue of the agreement, is under a Chapter 8 obligation to make delivery in accordance with the agreement; or
(b)
in relation to a futures contract, being an adjustment agreement—the position of a person who, by virtue of the agreement:
(i)
will, if the value or worth of the agreement (as determined in accordance with the agreement) as at a particular future time exceeds by a particular amount the value or worth of the agreement (as so determined) as at a particular earlier time, be under a Chapter 8 obligation to pay that amount; and
(ii)
will, if the value or worth of the agreement (as so determined) as at a particular future time is less by a particular amount than the value or worth of the agreement (as so determined) as at a particular earlier time, have a Chapter 8 right to receive that amount.
sole trader means a person who is a member organisation of a securities exchange.

solvent has the meaning given by subsection 95A(1).

special resolution means:

(a)
in relation to a company, a resolution:
(i)
of which notice as set out in paragraph 249L(c) has been given; and
(ii)
that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution; or
(b)
in relation to a registered scheme, a resolution:
(i)
of which notice as set out in paragraph 252J(c) has been given; and
(ii)
that has been passed by at least 75% of the votes cast by members entitled to vote on the resolution.
staff member, in relation to the Commission, means a person who is a staff member for the purposes of the Commission Act.

standardised agreement means a Chapter 8 agreement that is one of 2 or more Chapter 8 agreements each of which is a Chapter 8 agreement of the same kind as the other, or as each of the others, as the case may be.

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

State means a State of the Commonwealth and includes the Northern Territory.

State Fair Trading Act means the following Acts for each jurisdiction:


State Fair Trading Acts



Jurisdiction

Act


1

New South Wales


Fair Trading Act 1987 (NSW)


2

Victoria

Fair Trading Act 1985


3

Queensland

Fair Trading Act 1987


4

South Australia


Fair Trading Act 1987


5

Western Australia


Fair Trading Act 1987


6

Tasmania

Fair Trading Act 1990


7

Northern Territory


Fair Trading Act 1990


8

Australian Capital Territory


Fair Trading Act 1992


statement, in Chapter 7, includes matter that is not written but conveys a message.

statutory declaration means a declaration made by virtue of any Act of the Commonwealth, of a State or of a Territory authorising a declaration to be made otherwise than in the course of a judicial proceeding.

statutory demand means:

(a)
a document that is, or purports to be, a demand served under section 459E; or
(b)
such a document as varied by an order under subsection 459H(4).
statutory minimum means:

(a)
if an amount greater than $2,000 is prescribed—the prescribed amount; or
(b)
otherwise—$2,000.
stock exchange means:

(a)
in a provision (other than a provision of this Chapter or Chapter 6 or 7) for the purposes of which a regulation is in force defining that expression—a stock exchange as defined by that regulation; or
(b)
in Chapter 6:
(i)
the Exchange;
(ii)
Australian Stock Exchange (Adelaide) Limited;
(iii)
Australian Stock Exchange (Brisbane) Limited;
(iv)
Australian Stock Exchange (Hobart) Limited;
(v)
Australian Stock Exchange (Melbourne) Limited;
(vi)
Australian Stock Exchange (Perth) Limited;
(vii)
Australian Stock Exchange (Sydney) Limited; or
(viii)
a body corporate that is declared by the regulations to be a stock exchange for the purposes of that Chapter; or
(c)
in this Chapter or section 869 or 1115—any of the following:
(i)
the Exchange;
(ii)
Australian Stock Exchange (Adelaide) Limited;
(iii)
Australian Stock Exchange (Brisbane) Limited;
(iv)
Australian Stock Exchange (Hobart) Limited;
(v)
Australian Stock Exchange (Melbourne) Limited;
(vi)
Australian Stock Exchange (Perth) Limited;
(vii)
Australian Stock Exchange (Sydney) Limited;
(viii)
the Stock Exchange of Bendigo Limited;
(ix)
the Stock Exchange of Ballarat Limited;
(x)
the Stock Exchange of Newcastle Limited;
(xi)
a body corporate in relation to which an approval under section 769 is in force; or
(d)
in any other provision of Chapter 7—a local stock exchange.
stock market means, subject to section 97, a market, exchange or other place at which, or a facility by means of which:

(a)
offers to sell, purchase or exchange securities are regularly made or accepted;
(b)
offers or invitations are regularly made, being offers or invitations that are intended, or may reasonably be expected, to result, whether directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange securities; or
(c)
information is regularly provided about the prices at which, or the consideration for which, particular persons, or particular classes of persons, propose, or may reasonably be expected, to sell, purchase or exchange securities.
subscriber for securities that are interests in a managed investment scheme means any person:

(a)
accepting an offer, or making an offer pursuant to an invitation, in respect of the interests; or
(b)
subscribing for or buying the interests.
subsidiary, in relation to a body corporate, means a body corporate that is a subsidiary of the first-mentioned body by virtue of Division 6.

substantial holding: A person has a substantial holding in a body corporate, or listed registered managed investment scheme, if:

(a)
the total votes attached to voting shares in the body, or voting interests in the scheme, in which they or their associates:
(i)
have relevant interests; and
(ii)
would have a relevant interest but for subsection 609(6) (exchange traded options) or 609(7) (conditional agreements);
is 5% or more of the total number of votes attached to voting shares in the body, or interests in the scheme; or
(b)
the person has made a takeover bid for voting shares in the body, or voting interests in the scheme, and the takeover period has started and not yet ended.
Note: For relevant interest, see section 608.

substantial part, in relation to activities, includes the whole of those activities.

suspend, in relation to a licence, includes, except in sections 827 and 1192, make under section 827 or 1192, as the case requires, an order prohibiting the licensee as mentioned in paragraph 827(1)(d) or 1192(1)(d).

swear, in relation to an affidavit, means, in the case of an affirmation, affirm.

T

takeover bid means an off-market bid or market bid made under Chapter 6.

takeover contract means a contract that results from the acceptance of an offer made under a takeover bid.

target for a takeover bid means the company, listed body or managed investment scheme whose securities are to be acquired under the bid.

target's statement means a target's statement under sections 638 to 640 as supplemented.

Territory means a Territory referred to in section 122 of the Constitution, other than the Northern Territory.

Territory means the Capital Territory or an external Territory.

this jurisdiction includes the coastal sea of this jurisdiction.

this Law has the additional meaning given by sections 8 and 8A.

time-sharing scheme means a scheme, undertaking or enterprise, whether in Australia or elsewhere:

(a)
participants in which are, or may become, entitled to use, occupy or possess, for 2 or more periods during the period for which the scheme, undertaking or enterprise is to operate, property to which the scheme, undertaking or enterprise relates; and
(b)
that is to operate for a period of not less than 3 years.
trade, in relation to securities, in relation to a stock market, includes:

(a)
make or accept on that stock market an offer to sell, buy or exchange the securities; and
(b)
make on that stock market an offer or invitation that is intended, or may reasonably be expected, to result in the making or acceptance of an offer to sell, buy or exchange the securities.
trading day of a securities exchange or stock exchange means a day on which a stock market of the exchange or stock exchange is open for trading in securities.

trading floor, in relation to a futures market conducted by a body corporate, means a place or facility that the body maintains or provides for the acquisition or disposal of futures contracts by members of the body, or by such members and other persons.

transaction, in Part 5.7B, in relation to a body corporate or Part 5.7 body, means a transaction to which the body is a party, for example (but without limitation):

(a)
a conveyance, transfer or other disposition by the body of property of the body; and
(b)
a charge created by the body on property of the body; and
(c)
a guarantee given by the body; and
(d)
a payment made by the body; and
(e)
an obligation incurred by the body; and
(f)
a release or waiver by the body; and
(g)
a loan to the body;

and includes such a transaction that has been completed or given effect to, or that has terminated.

transmission means a transmission, by means of electric or electromagnetic energy, of:

(a)
sounds, including speech and music;
(b)
visual images;
(c)
signals for the communication, whether as between persons and persons, persons and things or things and things, of any matter otherwise than in the form of sounds or visual images; or
(d)
signals for the actuation or control of machinery or apparatus.
transparency, in relation to a document, means:

(a)
a developed negative or positive photograph of that document (in this definition called an original photograph) made, on a transparent base, by means of light reflected from, or transmitted through, the document;
(b)
a copy of an original photograph made by the use of photo-sensitive material (being photo-sensitive material on a transparent base) placed in surface contact with the original photograph; or
(c)
any one of a series of copies of an original photograph, the first of the series being made by the use of photo-sensitive material (being photo-sensitive material on a transparent base) placed in surface contact with a copy referred to in paragraph (b), and each succeeding copy in the series being made, in the same manner, from any preceding copy in the series.
Tribunal means the Administrative Appeals Tribunal.

U

ultimate holding company, in relation to a body corporate, means a body corporate that:

(a)
is a holding company of the first-mentioned body; and
(b)
is itself a subsidiary of no body corporate.
unauthorised futures market means a futures market that is neither a futures market of a futures exchange nor an exempt futures market.

unauthorised stock market means a stock market that is not:

(a)
a stock market of a securities exchange; or
(b)
a section 770A stock market; or
(c)
an exempt stock market.
unclaimed money account means an account that:

(a)
the Commission maintains under section 63J of the Audit Act 1901; and
(b)
is maintained for the sole purpose of containing money that is unclaimed property.
Note: An unclaimed money account is an example of an account for which section 141 of the Australian Securities and Investments Commission Act 1989 provides. That section relates to money the Commission receives or holds on trust.

unclaimed property means:

(a)
property paid or transferred to the Commission under a provision of this Law that provides for property to be transferred, or for the Court to direct that property be transferred, to the Commission to be dealt with under Part 9.7; or
(b)
any other property that a provision of this Law provides for the Commission to deal with under Part 9.7; or
(c)
property that vests in the Commission under section 1404; or
(d)
an accretion to, or substitution for, property that is unclaimed property because of any other application or applications of this definition; or
(e)
without limiting paragraph (d), money paid, or required to be paid, under paragraph 1339(2)(b) into an unclaimed money account;

but does not include income that the Minister has applied under subsection 1339(3).

uncommercial transaction has the meaning given by section 588FB.

underlying securities means:

(a)
in relation to an option over securities—those securities; and
(b)
in relation to scrip that is constituted by documents that are, or are documents of title to, securities—those securities.
undertaking, in relation to a managed investment scheme, means the undertaking, scheme, enterprise, contract or arrangement to which the scheme relates.

underwrite includes sub-underwrite.

unfair loan has the meaning given by section 588FD.

unfair preference has the meaning given by section 588FA.

unit, in relation to a share, debenture or other interest, means a right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever term called, and includes an option to acquire such a right or interest in the share, debenture or other interest.

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

unlisted disclosing entity has the meaning given by subsection 111AL(2).

unsecured, in relation to a debt, has in Part 5.7B a meaning affected by section 588D.

V

value, in relation to an asset, includes amount.

voting interest, in relation to a managed investment scheme, means an issued interest in the scheme that confers a right to vote, not being a right to vote that is exercisable only in one or more of the following circumstances:

(a)
on a proposal that affects rights attached to the interests
(b)
on a proposal to wind up the scheme
(c)
on a proposal for the disposal of the whole of the scheme property, business and undertaking
(d)
during the winding up of the scheme.
voting power in a company has the meaning given by section 610.

voting share in a body corporate means an issued share in the body that carries any voting rights beyond the following:

(a)
a right to vote while a dividend (or part of a dividend) in respect of the share is unpaid
(b)
a right to vote on a proposal to reduce the body's share capital
(c)
a right to vote on a resolution to approve the terms of a buy-back agreement
(d)
a right to vote on a proposal that affects the rights attached to the share
(e)
a right to vote on a proposal to wind the body up
(f)
a right to vote on a proposal for the disposal of the whole of the body's property, business and undertaking
(g)
a right to vote during the body's winding up.
W

wages, in relation to a company, means amounts payable to or in respect of an employee of the company (whether the employee is remunerated by salary, wages, commission or otherwise) under an industrial instrument, including amounts payable by way of allowance or reimbursement but excluding amounts payable in respect of leave of absence.

wholly-owned subsidiary, in relation to a body corporate, means a body corporate none of whose members is a person other than:

(a)
the first-mentioned body;
(b)
a nominee of the first-mentioned body;
(c)
a subsidiary of the first-mentioned body, being a subsidiary none of whose members is a person other than:
(i)
the first-mentioned body; or
(ii)
a nominee of the first-mentioned body; or
(d)
a nominee of such a subsidiary.
winding up by the Court includes winding up in insolvency.

wound up by the Court includes wound up in insolvency.

writing includes any mode of representing or reproducing words, figures, drawings or symbols in a visible form.

[Index] [Table] [Search] [Notes] [Noteup] [Previous] [Next] [Download] [Help]