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Table Of Contents

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Table Of Contents
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Bill
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Corporations Bill 2001
- Part 1.1—Preliminary
- Part 1.1A—Interaction between Corporations legislation and State and Territory laws
- Part 1.2—Interpretation
- Part 1.2A—Disclosing entities
- Part 1.4—Technical provisions about aids for readers
- Part 1.5—Small business guide
- Part 2A.1—What companies can be registered
- Part 2A.2—How a company is registered
- Part 2B.1—Company powers and how they are exercised
- Part 2B.2—Assumptions people dealing with companies are entitled to make
- Part 2B.3—Contracts before registration
- Part 2B.4—Replaceable rules and constitution
- Part 2B.5—Registered office and places of business
- Part 2B.6—Names
- Part 2B.7—Changing company type
- Part 2D.1—Duties and powers
- Part 2D.2—Restrictions on indemnities, insurance and termination payments
- Part 2D.3—Appointment, remuneration and cessation of appointment of directors
- Part 2D.4—Appointment of secretaries
- Part 2D.5—Public information about directors and secretaries
- Part 2D.6—Disqualification from managing corporations
- Part 2E.1—Member approval needed for related party benefit
- Part 2E.2—Related parties and financial benefits
- Part 2E.3—Interaction with other rules
- Part 2F.1—Oppressive conduct of affairs
- Part 2F.1A—Proceedings on behalf of a company by members and others
- Part 2F.2—Class rights
- Part 2F.3—Inspection of books
- Part 2G.1—Directors’ meetings
- Part 2G.2—Meetings of members of companies
- Part 2G.3—Minutes and members’ access to minutes
- Part 2G.4—Meetings of members of registered managed investment schemes
- Part 2H.1—Issuing and converting shares
- Part 2H.2—Redemption of redeemable preference shares
- Part 2H.3—Partly-paid shares
- Part 2H.4—Capitalisation of profits
- Part 2H.5—Dividends
- Part 2H.6—Notice requirements
- Part 2J.1—Share capital reductions and share buy-backs
- Part 2J.2—Self-acquisition and control of shares
- Part 2J.3—Financial assistance
- Part 2J.4—Interaction with general directors’ duties
- Part 2K.1—Preliminary
- Part 2K.2—Registration
- Part 2K.3—Order of priority
- Part 2L.1—Requirement for trust deed and trustee
- Part 2L.2—Duties of borrower
- Part 2L.3—Duties of guarantor
- Part 2L.4—Trustee
- Part 2L.5—Meetings of debenture holders
- Part 2L.6—Civil liability
- Part 2L.7—ASIC powers
- Part 2L.8—Court
- Part 2L.9—Location of other debenture provisions
- Part 2M.1—Overview
- Part 2M.2—Financial records
- Part 2M.3—Financial reporting
- Part 2M.4—Appointment and removal of auditors
- Part 2M.5—Accounting standards
- Part 2M.6—Exemptions and modifications
- Part 2M.7—Sanctions for contraventions of Chapter
- Part 2N.1—Annual returns
- Part 2N.2—Lodgments with ASIC
- Part 5.1—Arrangements and reconstructions
- Part 5.2—Receivers, and other controllers, of property of corporations
- Part 5.3A—Administration of a company’s affairs with a view to executing a deed of company arrangement
- Part 5.4—Winding up in insolvency
- Part 5.4A—Winding up by the Court on other grounds
- Part 5.4B—Winding up in insolvency or by the Court
- Part 5.5—Voluntary winding up
- Part 5.6—Winding up generally
- Part 5.7—Winding up bodies other than companies
- Part 5.7B—Recovering property or compensation for the benefit of creditors of insolvent company
- Part 5.8—Offences
- Part 5.8A—Employee entitlements
- Part 5.9—Miscellaneous
- Part 5A.1—Deregistration
- Part 5A.2—Transfer of registration
- Part 5B.1—Registering a body corporate as a company
- Part 5B.2—Registrable bodies
- Part 5B.3—Names of registrable Australian bodies and foreign companies
- Part 5C.1—Registration of managed investment schemes
- Part 5C.2—The responsible entity
- Part 5C.3—The constitution
- Part 5C.4—The compliance plan
- Part 5C.5—The compliance committee
- Part 5C.6—Members’ rights to withdraw from a scheme
- Part 5C.7—Related party transactions
- Part 5C.8—Effect of contraventions (civil liability and voidable contracts)
- Part 5C.9—Winding up
- Part 5C.10—Deregistration
- Part 5C.11—Exemptions and modifications
- Part 6.1—Prohibited acquisitions of relevant interests in voting shares
- Part 6.2—Exceptions to the prohibition
- Part 6.3—The different types of takeover bid
- Part 6.4—Formulating the takeover offer
- Part 6.5—The takeover procedure
- Part 6.6—Variation of offers
- Part 6.7—Withdrawal and suspension of offers
- Part 6.8—Acceptances
- Part 6.9—Other activities during the bid period
- Part 6.10—Review and intervention
- Part 6A.1—Compulsory acquisitions and buy-outs following takeover bid
- Part 6A.2—General compulsory acquisitions and buy-outs
- Part 6A.3—Completion of compulsory acquisition of securities
- Part 6A.4—Experts’ reports and valuations
- Part 6A.5—Records of unclaimed consideration
- Part 6A.6—ASIC powers
- Part 6C.1—Substantial holding information
- Part 6C.2—Tracing beneficial ownership of shares
- Part 6C.3—ASIC powers
- Part 6D.1—Application of the fundraising provisions
- Part 6D.2—Disclosure to investors about securities
- Part 6D.3—Prohibitions, liabilities and remedies
- Part 6D.4—ASIC’s powers
- Part 7.1—Interpretation
- Part 7.1A—The Australian Stock Exchange Limited
- Part 7.2—Securities exchanges and stock markets
- Part 7.2A—The Securities Clearing House
- Part 7.3—Participants in the securities industry
- Part 7.4—Conduct of securities business
- Part 7.5—Dealers’ financial statements and audit
- Part 7.6—Money and scrip of dealers’ clients
- Part 7.7—Registers of interests in securities
- Part 7.8—Deposits with stock exchanges
- Part 7.9—Fidelity funds
- Part 7.10—The National Guarantee Fund
- Part 7.11—Conduct in relation to securities
- Part 7.13—Title to, and transfer of, securities
- Part 7.14—Miscellaneous
- Part 8.1—Interpretation
- Part 8.2—Futures exchanges, clearing houses and futures associations
- Part 8.3—Participants in the futures industry
- Part 8.4—Conduct of futures business
- Part 8.5—Financial statements and audit
- Part 8.6—Fidelity funds
- Part 8.7—Offences
- Part 8.8—Miscellaneous
- Part 9.1—Registers and registration of documents
- Part 9.2—Registration of auditors and liquidators
- Part 9.3—Books
- Part 9.4—Offences
- Part 9.4A—Review by Administrative Appeals Tribunal of certain decisions
- Part 9.4B—Civil consequences of contravening civil penalty provisions
- Part 9.5—Powers of Courts
- Part 9.6—Proceedings
- Part 9.6A—Jurisdiction and procedure of Courts
- Part 9.7—Unclaimed property
- Part 9.9—Miscellaneous
- Part 9.10—Fees for chargeable matters
- Part 9.12—Regulations
- Part 10.1—Transition from the old corporations legislation
- Part 1—Preliminary
- Part 2—Financial institutions that became companies
- Part 4—The transition period
- Part 5—Demutualisations
- Part 6—Continued application of fundraising provisions of the Friendly Societies Code
- Part 7—Transitional provisions
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Corporations Bill 2001
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Corporations Bill 2001Part 5C.3 — The constitution
601GA Contents of the constitution
(1) The constitution of a registered scheme must make adequate provision for:
(a) the consideration that is to be paid to acquire an interest in the scheme; and
(b) the powers of the responsible entity in relation to making investments of, or otherwise dealing with, scheme property; and
(c) the method by which complaints made by members in relation to the scheme are to be dealt with; and
(d) winding up the scheme.
(2) If the responsible entity is to have any rights to be paid fees out of scheme property, or to be indemnified out of scheme property for liabilities or expenses incurred in relation to the performance of its duties, those rights:
(a) must be specified in the scheme’s constitution; and
(b) must be available only in relation to the proper performance of those duties;
and any other agreement or arrangement has no effect to the extent that it purports to confer such a right.
(3) If the responsible entity is to have any powers to borrow or raise money for the purposes of the scheme:
(a) those powers must be specified in the scheme’s constitution; and
(b) any other agreement or arrangement has no effect to the extent that it purports to confer such a power.
(4) If members are to have a right to withdraw from the scheme, the scheme’s constitution must:
(a) specify the right; and
(b) if the right may be exercised while the scheme is liquid (as defined in section 601KA) ¾ set out adequate procedures for making and dealing with withdrawal requests; and
(c) if the right may be exercised while the scheme is not liquid (as defined in section 601KA) ¾ provide for the right to be exercised in accordance with Part 5C.6 and set out any other adequate procedures (consistent with that Part) that are to apply to making and dealing with withdrawal requests.
The right to withdraw, and any provisions in the constitution setting out procedures for making and dealing with withdrawal requests, must be fair to all members.
601GB Constitution must be legally enforceable
The constitution of a registered scheme must be contained in a document that is legally enforceable as between the members and the responsible entity.
601GC Changing the constitution
(1) The constitution of a registered scheme may be modified, or repealed and replaced with a new constitution:
(a) by special resolution of the members of the scheme; or
(b) by the responsible entity if the responsible entity reasonably considers the change will not adversely affect members’ rights.
(2) The responsible entity must lodge with ASIC a copy of the modification or the new constitution. The modification, or repeal and replacement, cannot take effect until the copy has been lodged.
(3) The responsible entity must lodge with ASIC a consolidated copy of the scheme’s constitution if ASIC directs it to do so.
(4) The responsible entity must send a copy of the scheme’s constitution to a member of the scheme within 7 days if the member:
(a) asks the responsible entity, in writing, for the copy; and
(b) pays any fee (up to the prescribed amount) required by the responsible entity.