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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
Part 9.12 — Regulations
1363 Definitions
In this Part, unless the contrary intention appears:
prescribed means prescribed by the regulations.
the regulations means the regulations made under section 1364.
1364 Power to make regulations
(1) The Governor-General may make regulations prescribing matters:
(a) required or permitted by this Act to be prescribed by regulations; or
(b) necessary or convenient to be prescribed by such regulations for carrying out or giving effect to this Act.
(2) Without limiting subsection (1), the regulations may make provision:
(c) for or in relation to the keeping of registers by ASIC, the lodging of documents with ASIC, the registration of documents by ASIC, the time and manner of lodging or registration, and the requirements with which documents lodged or to be lodged are to comply; and
(d) prescribing forms for the purposes of this Act and the method of verifying any information required by or in those forms; and
(e) prescribing the manner in which, the persons by whom, and the directions or requirements in accordance with which, the forms prescribed for the purposes of this Act, or any of them, are required or permitted to be signed, prepared, or completed, and generally regulating the signing, preparation and completion of those forms, or any of them; and
(f) for or in relation to the convening of, conduct of, and procedure and voting at, meetings of creditors, meetings of contributories and meetings of holders of debentures, and joint meetings of creditors and members of companies, the number of persons required to constitute a quorum at any such meeting, the sending of notices of meetings to persons entitled to attend at meetings, the lodging of copies of notices of, and of resolutions passed at, meetings, and generally regulating the conduct of, and procedure at, any such meeting; and
(g) prescribing the persons by whom, and the circumstances and manner in which, proxies may be appointed and generally regulating the appointment and powers of proxies; and
(h) for or in relation to the proving of debts in the winding up of a company, the manner of proving debts and the time within which debts are required or permitted to be proved and generally regulating the proving of debts; and
(j) prescribing the manner in which a liquidator appointed by the Court may:
(i) exercise powers and perform functions under subsection 478(1); and
(ii) exercise any powers conferred, and perform any duties imposed, on the liquidator by regulations made for the purposes of subsection 488(1); and
(k) prescribing the manner in which a liquidator in a voluntary winding up may exercise powers and perform functions under section 506; and
(m) prescribing times for the lodging of any documents; and
(n) for or in relation to the publication of advertisements offering the services of dealers or investment advisers or offering securities for purchase or sale, and the form and content of those advertisements; and
(p) for or in relation to the publication of advertisements offering the services of futures brokers or futures advisers or offering to deal in futures contracts, and the form and content of those advertisements; and
(q) for or in relation to the form of balance-sheets and profit and loss statements required by this Act to be prepared by dealers or futures brokers; and
(r) for or in relation to prohibiting, or regulating the manner and extent of, the offsetting by a futures broker of dealings in futures contracts (as between dealings on the broker’s own account and dealings on behalf of a client or as between dealings on behalf of a client and dealings on behalf of another client) and, without limitation, regulating the manner of, or requiring, the making of margin calls in respect of dealings in futures contracts effected by a futures broker; and
(s) for or in relation to the giving to ASIC of information in addition to, or in variation of, the information contained in a prescribed form lodged with it; and
(t) for or in relation to the times within which information required to be given to ASIC under this Act must be so given; and
(u) for or in relation to the manner in which:
(i) orders made under this Act may be served on persons affected by the orders; and
(ii) documents that are required or permitted by this Act to be served on a person may be so served; and
(w) prescribing penalties not exceeding $1,000 for contraventions of the regulations.
1365 Scope of particular regulations
Except as otherwise expressly provided in this Act, the regulations may be of general or specially limited application or may differ according to differences in time, locality, place or circumstance.
1366 Verifying or certifying documents
The regulations may:
(a) where documents required by or under this Act to be lodged in accordance with this Act are required to be verified or certified and no manner of verification or certification is prescribed by or under this Act—require that the documents or any of them be verified or certified by statement in writing made by such persons as are prescribed by the regulations; and
(b) where no express provision is made in this Act for verification or certification of documents—require that the documents be verified or certified by statement in writing by such persons as are prescribed.
1367 Documents lodged by an agent
The regulations may provide, in such cases as are prescribed, that, if a document that is required by or under this Act to be lodged is signed or lodged on behalf of a person by an agent duly authorised by writing, there must be:
(a) lodged with; or
(b) endorsed on; or
(c) annexed to;
that document, the original, or a verified copy, of the authority.
1368 Exemptions from Chapter 6D, 7 or 8
The regulations may provide that, subject to any prescribed terms and conditions, Chapter 6D, 7 or 8, or specified provisions of Chapter 6D, 7 or 8:
(a) do not have effect in relation to a specified person or class of persons; or
(b) have effect in relation to a specified person or class of persons to such extent only as is prescribed; or
(c) do not have effect in relation to a specified transaction or class of transactions; or
(d) do not have effect in relation to a specified transaction or class of transactions entered into by a specified person or class of persons;
and may provide that a contravention of a prescribed term or condition is an offence against the regulations.
1369 Penalty notices
(1) The regulations:
(a) may prescribe offences against this Act (not being offences the penalties applicable to which include a term of imprisonment or a pecuniary penalty that exceeds $1,000), or offences against the regulations, for the purposes of section 1313; and
(b) must, in relation to each offence that is prescribed under this subsection:
(i) prescribe the particulars of that offence that are to be given in a notice served on a person under that section in relation to the offence; and
(ii) prescribe the amount of the penalty (being not more than half the amount of the penalty applicable to the offence) that is payable in respect of the offence under a notice served on a person under that section in relation to the offence.
(2) In subsection (1), a reference to a penalty applicable to an offence is a reference to the penalty that is applicable to that offence because of any of the provisions of section 1311.
(3) The particulars of an offence required to be prescribed by subparagraph (1)(b)(i) may be prescribed by being set out in the form prescribed for the purposes of section 1313 in relation to the offence.
1369A State termination of reference
(1) The regulations may make provision in relation to circumstances that arise because a State ceases to be a referring State.
Note: For example, the regulations may prevent companies that have their registered office or financial records in the State from committing offences and give them time to relocate their office or records.
(2) Without limiting subsection (1), regulations made under that subsection may modify the operation of this Act in relation to the circumstances dealt with in the regulations.