This legislation has been repealed.
Formation and membership of companies44. Formation and membership of companies (1) If, in the opinion of the Council, it is in the interests of the management or conduct of the affairs or concerns of the University to do so, the University may form or participate in the formation of a limited company the objects or activities of which are objects or activities incidental or conducive to the attainment of any of the objects of the University. (2) Without limiting the generality of subsection (1), the University may, if in the opinion of the Council, it is in the interests of the management or conduct of the affairs or concerns of the University to do so, form or participate in the formation of a limited company the objects or activities of which include one or more of the following objects or activities: (a) Providing facilities for study and education; (b) Undertaking research, development, consultancy and other services for industrial or commercial organizations, public bodies or individuals; (c) Aiding and engaging in the development, promotion and use of the results of university research; (d) Preparing, publishing or distributing literary or artistic work, audio or audio-visual material or computer software; (e) Seeking or encouraging gifts to the University or its students; (f) Promoting or assisting drama, music or the visual arts. (3) In addition to the powers of the University under sections 41 and 43, the University may, if in the opinion of the Council, it is in the interests of the management or conduct of the affairs or concerns of the University to do so, be a member of a limited company the objects or activities of which are incidental or conducive to the attainment of any of the objects of the University. (4) The University must not form, participate in the formation of or be a member of, a limited company (other than under the powers of the University under sections 41 and 43) unless- (a) the objects or activities of the limited company are incidental or conducive to the attainment of any of the objects of the University; and (b) the constitution of the limited company provide that- (i) the company must not alter the constitution of the limited company unless the Council has by resolution authorised the alteration; and (ii) the company must, where its total annual income exceeds, or may reasonably be expected to exceed, $100 000, cause a report by a registered company auditor on the accounts of the company to be made every twelve months and to be submitted to the Council within three months after the end of each twelve month period to which the report relates. (5) Where- (a) the University forms, participates in the formation of or is a member of, a limited company (other than under the powers of the University under sections 41 and 43) the objects or activities of which are incidental or conducive to the attainment of any of the objects of the University; and (b) the University has a controlling interest in that company- the University- (ba) must notify the Minister, within 30 days after the formation, participation or membership, of the name of the company and the reasons the Council decided that the formation, participation or membership was in the interests of the management or conduct of the affairs or concerns of the University; and (c) must include in its annual report a copy of the accounts of the limited company in respect of the financial year ending during the period to which the University's annual report relates; and (d) within 14 days of lodging any report, statement or return in respect of the limited company with the Australian Securities and Investments Commission under the Corporations Act, must submit a copy of the report, statement or return to the Treasurer. (6) For the purposes of subsection (5), the University has a controlling interest in a company if the University would have a substantial holding in the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of substantial holding in that section were replaced by a reference to 50%. * * * * * (8) Where the University forms, participates in the formation of or is a member of, a limited company to which subsection (5) applies, the accounts of the limited company must be audited annually by the Auditor-General. (9) The requirements of subsection (8) are in addition to the requirements of the Corporations Act. (10) The University must pay to the Consolidated Fund an amount to be determined by the Auditor-General to defray the costs and expenses of an audit under this section. (11) The following provisions apply to the annual audit under subsection (8): (a) The Auditor-General and any person assisting the Auditor-General has with respect to the accounts of the limited company all the powers conferred on the Auditor-General by any law relating to the auditing of public accounts; (b) The limited company must within three months after 31 December in each year cause its accounts to be balanced to that date and a statement of accounts to be prepared and submitted to the Auditor-General; (c) The statement of accounts must be prepared in the manner and in the form approved by the Treasurer and must present fairly the financial transactions of the limited company during the year and the financial position of the limited company at the end of the year; (d) The Auditor-General must forward to the Treasurer a copy of the audited annual accounts. (12) Without limiting the generality of subsection (11)(a), the Auditor-General and any person assisting the Auditor-General- (a) has right of access at all times to the books, securities, accounts and vouchers of the limited company; and (b) may require from an officer or employee of the limited company any information, assistance and explanations necessary for the performance of the duties of the Auditor-General or person in relation to the audit. (13) Subsections (8), (10) and (12) do not apply to a limited company of which the University has ceased to be a member before the last preceding annual audit. (14) If, in the opinion of the Council, the management or conduct of the affairs or concerns of the University requires the University so to do, the University may- (a) be a member of a corporation, other than a limited company, or an association or partnership; (b) form, or participate in the formation of, a corporation, other than a limited company, or an association or partnership; or (c) enter into a joint venture with another person or persons- the objects, activities or purposes of which include one or more of the following objects, activities or purposes: (d) Providing facilities or services for study, research or education; (e) Undertaking research, development, consultancy or other services for commercial organisations, public bodies or individuals; (f) Aiding or engaging in the development or promotion of university research or the application or use of the results of such research; (g) Preparing, publishing, distributing or licensing the use of literary or artistic work, audio or audio-visual material or computer software; (h) Seeking or encouraging gifts to the University or for University purposes; (i) Promoting or assisting drama, music, or the visual arts. (14A) If the University does any of the things referred to in subsection (14)(a), (b) or (c), the University must, within 30 days after doing so, notify the Minister of the name or description of the corporation, association, partnership or joint venture and the reasons why the Council decided the membership, formation or participation or entry into the joint venture was in the interests of the management or conduct of the affairs or concerns of the University. (15) In this section limited company means a limited company within the meaning of the Corporations Act that is taken to be registered in Victoria.