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Corporations Bill 2001

Part 5A.2 Transfer of registration

   

601AI   Transferring registration

                   A company may transfer its registration to registration under a law of a State or Territory by:

                     (a)  passing a special resolution resolving to transfer its registration to registration under that law; and

                     (b)  complying with sections 601AJ and 601AK.

The company may transfer its registration only if the State or Territory is the one in which it is taken to be registered.

Note 1:       Section 119A tells you which State or Territory the company is taken to be registered in.

Note 2:       In order to be registered under the State or Territory law, the company may need to amend its constitution, or adopt a new one, and the provisions of this Act (including the class rights provisions in Part 2F.2) will apply to the amendment or adoption.

601AJ   Applying to transfer registration

             (1)  To transfer its registration, a company must lodge an application with ASIC together with:

                     (a)  a copy of the special resolution that resolves to change the company’s registration to a registration under the law of the State or Territory; and

                     (b)  a statement signed by the directors of the company that in their opinion the company’s creditors are not likely to be materially prejudiced by the change and sets out their reasons for that opinion.

             (2)  The application must be in the prescribed form.

601AK   ASIC makes transfer of registration declaration

                   ASIC may make a transfer of registration declaration in relation to the company under this section if ASIC is satisfied that:

                     (a)  the application complies with section 601AJ; and

                     (b)  the company’s creditors are not likely to be materially prejudiced by the transfer of the company’s registration; and

                     (c)  the law of the State or Territory concerned adequately provides for:

                              (i)  the continuation of the company’s legal personality after the transfer; and

                             (ii)  the preservation of any rights or claims against the company (other than the right of a member as a member) that accrued while the company was registered under this Act.

601AL   ASIC to deregister company

             (1)  ASIC must deregister the company if:

                     (a)  ASIC makes a transfer of registration declaration in relation to the company; and

                     (b)  the company is registered under the law of the State or Territory.

Note:          Despite the deregistration, officers of the company may still be liable for things done before the company was deregistered.

             (2)  Sections 601AD, 601AE, 601AF and 601AG do not apply to the deregistration of a company under this section.



 

Chapter 5B Bodies corporate registered as companies, and registrable bodies