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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 6 — Continued application of fundraising provisions of the Friendly Societies Code
36 Friendly Societies Code to apply to offers of interests in benefit funds
(1) The following apply as a law of the Commonwealth as from the transfer date:
(a) Divisions 2 and 3 of Part 4B of the Friendly Societies Code
(b) Division 2 of Part 1, and Division 1 of Part 4B, of that Code to the extent to which they provide for the interpretation of terms used in the Divisions referred to in paragraph (a)
(c) sections 28, 29 and 128 of that Code to the extent to which they apply for the purposes of the Divisions referred to in paragraph (a)
(d) the regulations in force immediately before the transfer date under Part 4B of that Code to the extent to which they were made for the purposes of the provisions referred to in paragraphs (a), (b) and (c)
(e) standards adopted by that Code for the purposes of the provisions referred to in paragraphs (a), (b) and (c).
(2) The provisions referred to in subclause (1) apply as if:
(a) references in the provisions to a society were references to a friendly society within the meaning of the Life Insurance Act 1996 ; and
(b) references to a benefit fund were references to an approved benefit fund within the meaning of the Life Insurance Act 1996 ; and
(c) references in the provisions to an SSA were references to ASIC; and
(d) references in the provisions to lodging a document were references to lodging the document with ASIC; and
(e) references in the provisions to the Code were references to this Act; and
(f) references in the provisions to Part 4B of the Code were references to the provisions applied by this clause; and
(g) references to a penalty of $20,000 were references to a penalty of 200 penalty units; and
(h) references to a penalty of $5,000 were references to a penalty of 50 penalty units; and
(i) references to a penalty of $2,500 were references to a penalty of 25 penalty units; and
(j) references to a penalty of $1,000 were references to a penalty of 10 penalty units; and
(k) subsection 135(2) of the Friendly Societies Code were omitted; and
(l) paragraph 137(1)(e) of the Friendly Societies Code were omitted and replaced with a provision that requires a disclosure document to contain any other information that ASIC requires to be included in the document; and
(m) subsection 137(3) of the Friendly Societies Code were omitted and replaced with a provision that requires each copy of a disclosure document to:
(i) state that the document has been lodged with ASIC; and
(ii) specify the date of lodgment; and
(iii) state that ASIC takes no responsibility as to the contents of the document.
(3) If there is an inconsistency between:
(a) the provisions of Division 2 of Part 1, or Division 1 of Part 4B, of the Friendly Societies Code; and
(b) the provisions of Chapter 1 of this Act;
the provisions of the Code prevail for the purposes of interpreting the provisions applied by subclause (1).