| C2004C02978 | COMPANIES ACT 1981
(#DATE 09:10:1993)
- Updated as at 9 October 1993 *1* The Companies Act 1981 as shown in this reprint comprises Act No. 89, 1981 amended as indicated in the Tables below. Table of Acts Act Date Date of Application Number and of assent commencement saving or year transitional provisions Companies Act 1981 89, 1981 18 June 1981 1 July 1982 (see Gazette 1982, No. S124) Companies and Securities Legislation (Miscellaneous Amendments) Act 1981 153, 1981 26 Oct 1981 Part VII - (ss. 21-87): 1 July 1982 (see Gazette 1982, No. S124) (a) Statute Law (Miscellaneous Amendments) Act (No. 1) 1982 26, 1982 7 May 1982 Part XV - (ss. 84-128): 1 July 1982 (see Gazette 1982, No. S124) (b) Statute Law (Miscellaneous Amendments) Act (No. 2) 1982 80, 1982 22 Sept 1982 Part XIX - (ss. 51-55): 1 Dec 1982 (see Gazette 1982, No. S241) (c) Companies and Securities Legislation (Miscellaneous Amendments) Act 1983 108, 1983 8 Dec 1983 Parts II-VII - (ss. 3-151): 1 Jan 1983 (see Gazette 1984, No. S324) Remainder: Royal Assent as amended by 192, 1985 16 Dec 1985 Part V - (ss. 152, 153): 1 Jan 1984 (d) Companies and Securities Legislation (Miscellaneous Amendments) Act (No. 1) 1984 13, 1984 10 Apr 1984 Part I - (ss. 1, 2): Royal Assent Remainder: 28 May 1984 (see Gazette 1984, No. S181) Companies Amendment Act 1985 140, 1985 4 Dec 1985 Ss. 1 and 2: Royal Assent Remainder: 30 June 1986 (see Gazette 1986, No. S283) Companies and Securities Legislation (Miscellaneous Amendments) Act 1985 192, 1985 16 Dec 1985 Ss. 29-44, - 46-62, 64-76, 79, 82, 84-115, 117-130, 132 and 133: 31 Mar 1986 (see Gazette 1986, No. S120) (e) Ss. 45 and 131: 1 July 1982 (e) S. 63: 1 July 1987 (e) S. 77: 21 July 1986 (see Gazette 1986, No. S350) (e) Ss. 78, 80, 81, 83 and 116: (e) as amended by Corporations Legislation Amendment Act (No. 2) 1991 201, 1991 18 Dec 1991 Part 5 - (ss. 13, 14): Royal Assent (f) Statute Law (Miscellaneous Provisions) Act (No. 2) 1985 193, 1985 16 Dec 1985 S. 3: S. 16 Royal Assent (g) Companies and Securities Legislation Amendment Act 1986 68, 1986 24 June 1986 Part III - (ss. 13-15): 1 Jan 1987 (see Gazette 1986, No. S653) Remainder: Royal Assent Sex Discrimination (Consequential Amendments) Act 1986 163, 1986 18 Dec 1986 15 Jan 1987 - Australian Stock Exchange and National Guarantee Fund Act 1987 6, 1987 13 Mar 1987 Part I - (ss. 1, 2): Royal Assent Remainder: 1 Apr 1987 (see Gazette 1987, No. S57) Insurance and Superannuation Commissioner (Consequential Provisions) Act 1987 99, 1987 5 Nov 1987 23 Nov 1987 S. 32 (see s. 2 and Gazette 1987, No. S310) Co-operative Scheme Legislation Amendment Act 1989 92, 1989 27 June 1989 Parts 2, 3 - (ss. 4-17) and Parts 5, 6 (ss. 22-25): 1 Nov 1989 (see Gazette 1989, No. S345) (h) Part 4 (ss. 18-21): (h) Ss. 26-32: 1 July 1989 (see Gazette 1989, No. S217) (h) as amended by Corporations Legislation Amendment Act (No. 2) 1991 201, 1991 18 Dec 1991 Part 6 - (ss. 15, 16): Royal Assent (i) Patents Act 1990 83, 1990 30 Oct 1990 30 Apr 1991 - Companies (Insolvency Assistance) Amendment Act 1991 34, 1991 21 Mar 1991 1 July 1991 - (see Gazette 1991, No. S169) (a) The Companies Act 1981 was amended by Part VII (sections 21-87) only of the Companies and Securities Legislation (Miscellaneous Amendments) Act 1981, subsection 2 (4) of which provides as follows: "(4) Parts VII, VIII, IX, X and XI shall come into operation on the day on which the Companies Act 1981 comes into operation." (b) The Companies Act 1981 was amended by Part XV (sections 84-128) only of the Statute Law (Miscellaneous Amendments) Act (No. 1) 1982, subsection 2 (5) of which provides as follows: The Companies Act 1981 came into operation on 1 July 1982 (see Gazette 1982, No. S124). (c) The Companies Act 1981 was amended by Part XIX (sections 51-55) only of the Statute Law (Miscellaneous Amendments) Act (No. 2) 1982, subsection 2 (4) of which provides as follows: "(4) Parts XII and XIX shall come into operation on such respective dates as are fixed by Proclamation." (d) The Companies and Securities Legislation (Miscellaneous Amendments) Act 1983 was amended by Part V (sections 152 and 153) only of the Companies and Securities Legislation (Miscellaneous Amendments) Act 1985, subsection 2 (12) of which provides as follows: "(12) Part V shall be deemed to have come into operation on 1 January 1984." (e) The Companies Act 1981 was amended by sections 29-133 only of the Companies and Securities Legislation (Miscellaneous Amendments) Act 1985, subsections 2 (1) and (5)-(11) of which provide as follows: "(1) Subject to this section, the provisions of this Act shall come into operation on such day as is, or on such respective days as are, fixed by Proclamation. "(5) Subsection 25 (2) and sections 26, 127, 128, 198 and 199 shall come into operation on a day to be fixed by Proclamation. "(6) Sections 27 and 69 shall come into operation on a day to be fixed by Proclamation. "(7) Subsection 30 (2) and sections 36 to 43 (inclusive), 65 and 123 shall come into operation on a day to be fixed by Proclamation. "(8) Sections 45 and 131 shall be deemed to have come into operation on 1 July 1982. "(9) Section 63 and subsection 165 (2) shall come into operation on 1 July 1987. "(10) Sections 72, 73 and 74 and subsection 75 (1) shall come into operation on a day to be fixed by Proclamation. "(11) Subsection 80 (2) shall come into operation on the day on which subsection 80 (1) comes into operation or, if section 9 of the Companies Amendment Act 1985 does not come into operation before that day, immediately after the commencement of that section." In pursuance of subsections 2 (1) and (11), sections 78, 80, 81, 83 and 116 of the Companies and Securities Legislation (Miscellaneous Amendments) Act 1985 were repealed by section 14 of the Corporations Legislation Amendment Act (No. 2) 1991 before a date was fixed for their commencement. (f) The Companies and Securities Legislation (Miscellaneous Amendments) Act 1985 was amended by Part 5 (sections 13 and 14) only of the Corporations Legislation Amendment Act (No. 2) 1991, subsection 2 (1) of which provides as follows: "(1) Subject to this section, this Act commences on the day on which it receives the Royal Assent." (g) The Companies Act 1981 was amended by section 3 only of the Statute Law (Miscellaneous Provisions) Act (No. 2) 1985, subsection 2 (1) of which provides as follows: "(1) Subject to this section, this Act shall come into operation on the day on which it receives the Royal Assent." (h) The Companies Act 1981 was amended by Parts 2, 3 (sections 4-17), Part 4 (sections 18-21), Parts 5, 6 (ss. 22-25) and sections 26-32 only of the Co-operative Scheme Legislation Amendment Act 1989, subsections (2) and (4)-(5) of which provide as follows: "(2) Part 4 commences on a day to be fixed by Proclamation. "(4) The Governor-General's power to fix by Proclamation the commencement of Part 4 or 9 shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council. "(5) Subject to subsection (6), the remaining provisions of this Act commence on a day or days to be fixed by Proclamation." In pursuance of subsection (2) and (4), Part 4 (sections 18-21) of the Co-operative Scheme Legislation Amendment Act 1989 was repealed by section 16 of the Corporations Legislation Amendment Act (No. 2) 1991 before a date was fixed for the commencement. (i) The Co-operative Scheme Legislation Amendment Act 1989 was amended by Part 6 (sections 15 and 16) only of the Corporations Legislation Amendment Act (No. 2) 1991, subsection 2 (1) of which provides as follows: "(1) Subject to this section, this Act commences on the day on which it receives the Royal Assent." Table of Amendments ad=added or inserted am=amended rep=repealed rs=repealed and substituted Provision affected How affected S. 3 am. No. 193, 1985 S. 5 am. No. 153, 1981; No. 80, 1982; No. 108, 1983; No. 13, 1984; No. 192, 1985; No. 6, 1987; No. 92, 1989 S. 6 am. No. 108, 1983; No. 192, 1985 S. 8 am. No. 108, 1983; No. 192, 1985; No. 92, 1989 S. 9 am. No. 192, 1985 S. 9A ad. No. 92, 1989 S. 12 am. No. 108, 1983; No. 192, 1985 S. 15 am. No. 153, 1981 S. 16 rs. No. 153, 1981 S. 16A ad. No. 26, 1982 rs. No. 192, 1985 Heading to ad. No. 108, 1983 Subdiv. A of Div. 2 of Part II S. 18 am. No. 153, 1981; No. 108, 1983; No. 192, 1985 S. 20 am. No. 153, 1981; No. 108, 1983; No. 192, 1985 S. 22 am. No. 153, 1981 Ss. 23, 24 am. No. 108, 1983 S. 25 am. No. 108, 1983; No. 192, 1985 S. 27 am. No. 153, 1981; No. 26, 1982 rep. No. 108, 1983 S. 28 am. No. 108, 1983 Subdiv. B of ad. No. 108, 1983 Div. 2 of Part II (ss. 30A-30S) Ss. 30A-30C ad. No. 108, 1983 S. 30D ad. No. 108, 1983 am. No. 192, 1985 Ss. 30E, 30F ad. No. 108, 1983 S. 30G ad. No. 108, 1983 am. No. 192, 1985 Ss. 30H-30L ad. No. 108, 1983 Ss. 30M, 30N ad. No. 108, 1983 am. No. 192, 1985 Ss. 30P, 30Q ad. No. 108, 1983 S. 30R ad. No. 108, 1983 am. No. 192, 1985 S. 30S ad. No. 108, 1983 S. 31 am. No. 153, 1981; No. 108, 1983; No. 192, 1985; No. 92, 1989 S. 31A ad. No. 92, 1989 S. 33 am. No. 192, 1985 S. 37 am. No. 108, 1983 S. 38 am. No. 26, 1982 S. 50 am. No. 153, 1981 S. 66 am. No. 153, 1981 Heading to Div. 3 am. No. 192, 1985 of Part III Ss. 66A-66C ad. No. 192, 1985 Ss. 67, 68 rs. No. 108, 1983 am. No. 192, 1985 S. 68A ad. No. 108, 1983 am. No. 140, 1985 S. 68B ad. No. 108, 1983 rep. No. 192, 1985 Ss. 68C, 68D ad. No. 108, 1983 S. 72 am. No. 108, 1983 S. 73 am. No. 26, 1982; No. 108, 1983; No. 192, 1985 S. 78 rs. No. 192, 1985 S. 79 am. No. 26, 1982 S. 80 am. No. 108, 1983 S. 83 am. No. 153, 1981; No. 108, 1983 Ss. 84, 85 am. No. 26, 1982; No. 108, 1983 S. 90 am. No. 153, 1981 S. 91 am. No. 108, 1983 S. 94 am. No. 108, 1983 S. 96 am. No. 108, 1983 S. 97 am. No. 153, 1981; No. 108, 1983 S. 98 am. No. 153, 1981; No. 192, 1985 Ss. 99, 100 am. No. 108, 1983; No. 192, 1985 S. 102 am. No. 153, 1981 S. 103 am. No. 108, 1983 S. 105 am. No. 192, 1985 S. 109 rep. No. 108, 1983 Heading to Div. 3 rs. No. 92, 1989 of Part IV Heading to ad. No. 92, 1989 Subdiv. A of Div. 3 of Part IV Ss. 116, 117 am. No. 108, 1983 S. 119 am. No. 92, 1989 S. 120 am. No. 26, 1982 S. 121 am. No. 108, 1983 S. 123 am. No. 108, 1983 Heading to ad. No. 92, 1989 Subdiv. B of Div. 3 of Part IV S. 124 am. No. 26, 1982 Ss. 125-127 am. No. 153, 1981 Heading to ad. No. 92, 1989 Subdiv. C of Div. 3 of Part IV S. 129 am. No. 26, 1982; No. 92, 1989 S. 130 am. No. 108, 1983; No. 92, 1989 Subdiv. D of ad. No. 92, 1989 Div. 3 of Part IV (ss. 13OA-130H) Ss. 130A-130H ad. No. 92, 1989 Heading to ad. No. 92, 1989 Subdiv. E of Div. 3 of Part IV S. 131 am. No. 153, 1981; No. 26, 1982; No. 192, 1985 Div. 3A of Part IV ad. No. 92, 1989 (ss. 133AA, 133BA-133BC, 133BE-133BM, 133CA-133CD, 133DA, 133DB, 133EA, 133FA-133FE, 133GA-133GD, 133HA-133HC, 133JA, 133JB, 133KA-133KN, 133LA-133LG, 133MA-133MF, 133NA-133NC, 133PA-133PD, 133QA-133QD, 133RA-133RD, 133SA-133SF, 133TA, 133TB, 133UA, 133UB, 133VA-133VF) Ss. 133AA, ad. No. 92, 1989 133BA-133BC, 133BE-133BM, 133CA-133CD, 133DA, 133DB, 133EA, 133FA-133FE, 133GA-133GD, 133HA-133HC, 133JA, 133JB, 133KA-133KN, 133LA-133LG, 133MA-133MF, 133NA-133NC, 133PA-133PD, 133QA-133QD, 133RA-133RD, 133SA-133SF, 133TA, 133TB, 133UA, 133UB, 133VA-133VF S. 134 am. No. 192, 1985 S. 136 am. No. 108, 1983; No. 192, 1985; No. 68, 1986 Ss. 138, 139 rs. No. 68, 1986 S. 141 rs. No. 192, 1985 am. No. 6, 1987 S. 143 am. No. 26, 1982 S. 144A ad. No. 108, 1983 S. 145 am. No. 108, 1983 S. 146 am. No. 26, 1982; No. 108, 1983; No. 192, 1985 Ss. 147, 148 am. No. 26, 1982; No. 108, 1983 Ss. 152-154 am. No. 153, 1981 S. 158 am. No. 153, 1981; No. 26, 1982 S. 162 am. No. 108, 1983 S. 164 am. No. 108, 1983; No. 92, 1989 S. 165 am. No. 108, 1983 S. 166 am. No. 108, 1983; No. 192, 1985 S. 167 am. No. 108, 1983 S. 168 am. No. 108, 1983; No. 92, 1989 S. 170 am. No. 153, 1981; No. 108, 1983 S. 172 am. No. 108, 1983 S. 174A ad. No. 92, 1989 S. 176 am. No. 108, 1983 S. 182 am. No. 26, 1982 S. 186 rs. No. 192, 1985 S. 188 am. No. 108, 1983 S. 189 am. No. 192, 1985; No. 92, 1989 S. 191 am. No. 192, 1985; No. 92, 1989 S. 194 am. No. 192, 1985 rs. No. 92, 1989 Ss. 194A-194D ad. No. 92, 1989 S. 195 am. No. 192, 1985 S. 198 am. No. 192, 1985; No. 92, 1989 S. 200 am. No. 26, 1982; No. 13, 1984 S. 203 am. No. 108, 1983 S. 204 am. No. 83, 1990 S. 205 am. No. 153, 1981 S. 205A ad. No. 192, 1985 S. 209 am. No. 153, 1981; No. 26, 1982 S. 211 am. No. 26, 1982 rs. No. 13, 1984 S. 212 rs. No. 153, 1981 S. 215A ad. No. 26, 1982 Div. 10 of Part IV ad. No. 108, 1983 (ss. 215B, 215C) S. 215B ad. No. 108, 1983 S. 215C ad. No. 108, 1983 am. No. 92, 1989 Ss. 215DA, 215DB ad. No. 92, 1989 S. 215D ad. No. 192, 1985 S. 217 am. No. 153, 1981 S. 218 am. No. 192, 1985 S. 222 am. No. 108, 1983; No. 192, 1985 S. 227 am. No. 153, 1981 S. 227A ad. No. 108, 1983 S. 229 am. No. 108, 1983 S. 229A ad. No. 192, 1985 S. 230 am. No. 108, 1983; No. 192, 1985 S. 231 am. No. 26, 1982 Ss. 232, 233 am. No. 108, 1983; No. 192, 1985 S. 237 am. No. 153, 1981; No. 108, 1983 S. 238 am. No. 26, 1982; No. 108, 1983 (as am. by No. 192, 1985); Nos. 140 and 192, 1985 S. 238A ad. No. 108, 1983 am. No. 192, 1985 S. 239 am. No. 153, 1981; No. 26, 1982; No. 108, 1983 S. 241 am. No. 108, 1983 S. 247 am. No. 108, 1983 Ss. 250, 251 am. No. 26, 1982 S. 254 am. No. 26, 1982 S. 255A ad. No. 192, 1985 S. 256 am. No. 192, 1985 S. 257 am. No. 26, 1982 S. 258 am. No. 108, 1983 S. 260 am. No. 192, 1985 S. 261 rs. No. 108, 1983 am. No. 192, 1985 S. 261A ad. No. 108, 1983 am. No. 192, 1985 S. 262 am. No. 26, 1982 S. 263 am. No. 140, 1985; No. 92, 1989 S. 264 rep. No. 140, 1985 S. 265 am. No. 108, 1983; No. 140, 1985 S. 265A ad. No. 140, 1985 Div. 6 of Part V ad. No. 192, 1985 (ss. 265B, 265C) Ss. 265B, 265C ad. No. 192, 1985 S. 266 am. No. 108, 1983 Ss. 266A-266F ad. No. 108, 1983 S. 266G ad. No. 192, 1985 S. 269 am. No. 108, 1983; No. 140, 1985 S. 270 am. No. 108, 1983 S. 272 rs. No. 108, 1983 S. 273 am. No. 192, 1985 S. 275 am. No. 192, 1985 S. 275A ad. No. 140, 1985 S. 276 am. No. 108, 1983; No. 140, 1985 S. 279 am. No. 140, 1985 S. 280 am. No. 192, 1985 S. 282 am. No. 108, 1983 S. 285 am. No. 108, 1983; No. 192, 1985 S. 289 am. No. 192, 1985 S. 296 am. No. 108, 1983 S. 297 am. No. 153, 1981 Ss. 298-303 am. No. 192, 1985 Ss. 311, 312 am. No. 108, 1983 S. 315 am. No. 153, 1981; No. 108, 1983; No. 192, 1985; No. 34, 1991 S. 317 am. No. 153, 1981; No. 26, 1982 S. 320 am. No. 108, 1983 S. 321 rs. No. 108, 1983 Ss. 323, 324 am. No. 108, 1983 S. 324A ad. No. 108, 1983 am. No. 192, 1985 S. 324B ad. No. 108, 1983 Ss. 324C, 324D ad. No. 108, 1983 am. No. 192, 1985 Ss. 324E, 324F ad. No. 108, 1983 S. 325 am. No. 108, 1983 S. 325A ad. No. 108, 1983 am. No. 192, 1985 S. 326 am. No. 153, 1981; No. 108, 1983 S. 327 am. No. 108, 1983 S. 328 am. No. 153, 1981; No. 108, 1983 S. 329 rs. No. 153, 1981 am. No. 108, 1983 S. 329A ad. No. 108, 1983 S. 330 am. No. 153, 1981; No. 108, 1983 S. 331 am. No. 108, 1983; No. 192, 1985 S. 332 am. No. 108, 1983 Ss. 335, 336 am. No. 153, 1981 S. 340 am. No. 153, 1981; No. 108, 1983 Ss. 341, 342 am. No. 108, 1983 S. 347 am. No. 153, 1981 S. 351 am. No. 192, 1985 S. 357 am. No. 153, 1981; No. 26, 1982 S. 360 am. No. 26, 1982 S. 363 am. No. 99, 1987 S. 364 am. No. 108, 1983 S. 368 am. No. 192, 1985 S. 370 am. No. 26, 1982 Ss. 375, 376 am. No. 153, 1981 S. 377 am. No. 192, 1985 S. 380 rep. No. 108, 1983 S. 389 am. No. 153, 1981 S. 394 am. No. 26, 1982 S. 395 am. No. 153, 1981 S. 398 am. No. 153, 1981 S. 411 am. No. 153, 1981; No. 108, 1983 S. 417 am. No. 153, 1981 S. 418 am. No. 108, 1983; No. 192, 1985 S. 420 am. No. 108, 1983 S. 421 am. No. 153, 1981 S. 421A ad. No. 108, 1983 S. 422 am. No. 26, 1982 S. 427 am. No. 153, 1981 S. 429 am. No. 192, 1985 S. 435 am. No. 26, 1982 S. 438 am. No. 92, 1989 S. 441 am. No. 192, 1985 Ss. 443-446 am. No. 192, 1985 Ss. 448, 449 am. No. 192, 1985 S. 454 am. No. 153, 1981 S. 457 am. No. 108, 1983; No. 192, 1985 S. 459 am. No. 108, 1983 S. 475 am. No. 153, 1981 S. 494 am. No. 108, 1983 Ss. 500, 501 am. No. 108, 1983 S. 505 am. No. 108, 1983 S. 509 am. No. 80, 1982; No. 192, 1985 S. 510 am. No. 108, 1983 S. 512 am. No. 153, 1981; No. 192, 1985 S. 514 am. No. 153, 1981; No. 26, 1982 S. 515 am. No. 153, 1981; No. 26, 1982; No. 108, 1983; No. 192, 1985 S. 517 am. No. 153, 1981; No. 80, 1982; No. 192, 1985 S. 518 am. No. 108, 1983 S. 521 am. No. 153, 1981 S. 528 am. No. 26, 1982; No. 108, 1983 S. 529 am. No. 108, 1983; No. 192, 1985 S. 530 am. No. 108, 1983 S. 530A ad. No.153, 1981 am. No. 26, 1982 S. 534 am. No. 108, 1983 S. 535 am. No. 153, 1981; No. 108, 1983 S. 538 am. No. 108, 1983 S. 547 am. No. 153, 1981; No. 108, 1983 S. 548 am. No. 153, 1981 S. 552 am. No. 192, 1985 S. 553 am. No. 108, 1983 S. 554 am. No. 153, 1981; No. 192, 1985 S. 556 am. No. 192, 1985 S. 558 am. No. 153, 1981 S. 559 am. No. 108, 1983 S. 560 am. No. 108, 1983; No. 192, 1985 S. 562 am. No. 153, 1981; No. 108, 1983; No. 192, 1985 S. 562A ad. No. 192, 1985 S. 563 am. No. 192, 1985 S. 564 rs. No. 192, 1985 S. 565 am. No. 192, 1985 S. 570 am. No. 192, 1985 S. 570A ad. No. 108, 1983 S. 571 am. No. 26, 1982; No. 108, 1983 rs. No. 192, 1985 S. 572 am. No. 192, 1985 S. 573 am. No. 26, 1982 S. 574 am. No. 26, 1982; No. 108, 1983 S. 577 am. No. 153, 1981; No. 108, 1983; No. 192, 1985 S. 578 am. No. 163, 1986 S. 581 rs. No. 80, 1982 am. No. 192, 1985 Schedule 1 am. No. 26, 1982 Schedule 2 rep. No. 108, 1983 Schedule 3 am. No. 153, 1981; No. 108, 1983 Schedule 4 am. No. 192, 1985; No. 92, 1989 Schedule 5 am. No. 108, 1983 COMPANIES ACT 1981 - TABLE OF PROVISIONS
TABLE
TABLE OF PROVISIONS
Section
PART I - PRELIMINARY
1. Short title
2. Commencement
3. Objects and application
4. Repeal
5. Interpretation
6. Affairs of a corporation
7. Subsidiaries, holding companies and related corporations
8. Relevant interests in shares
9. Associated persons
9A. Inclusion in official list
PART II - ADMINISTRATION
Division 1 - Powers of Inspection
10. Interpretation
11. Commission may inspect books without charge
12. Power of Commission to require production of books
13. Power of magistrate to issue warrant to seize books
14. Offences
15. Copies or extracts of books to be admitted in evidence
16. Privilege
16A. Investigation of certain matters
Division 2 - Registration of Auditors and Liquidators
Subdivision A - Registration
17. Application for registration as auditor or liquidator
18. Registration of auditors
19. Auditor-General deemed to be registered as auditor
20. Registration of liquidators
21. Registration of official liquidators
22. Security to be given by liquidators
23. Register of Auditors
24. Registers of Liquidators and Official Liquidators
25. Notification of certain matters
26. Triennial statements by registered auditors and
liquidators
28. Certain persons not to apply for registration as auditor
or liquidator
29. Certain persons deemed to be registered under this Act
30. Auditors and other persons to enjoy qualified privilege
in certain circumstances
Subdivision B - Cancellation or Suspension of
Registration
30A. Interpretation
30B. Cancellation at request of registered person
30C. Official liquidators
30D. Powers of Board in relation to auditors and liquidators
30E. Hearings
30F. Power to summon witnesses and take evidence
30G. Proceedings at hearings
30H. Failure of witnesses to attend and answer questions
30J. Contempt of Board
30K. Protection of members etc.
30L. Hearings deemed to be judicial proceedings
30M. Notice of Board's decision
30N. Time when Board's decision comes into effect
30P. Effect of suspension
30Q. Costs
30R. Appeal from decision of Board
30S. Operation of section 27
Division 3 - Registers and Registration of Documents
31. Registers
31A. Obtaining information from certain registers
32. Relodging of lost registered documents
PART III - CONSTITUTION OF COMPANIES
Division 1 - Incorporation
33. Formation of companies
34. Proprietary companies
35. Registration and incorporation
36. Membership of holding company
37. Requirements as to memorandum
Division 2 - Names
38. Interpretation
39. Names of particular classes of companies
40. Reservation and registration of name of intended company
41. Reservation of name of intended recognised company
42. Registration of name of recognised company
43. Reservation and registration of proposed new name of
company
44. Reservation of proposed new name of recognised company
45. Registration of new name of recognised company
46. Reservation and registration of name of intended foreign
company or foreign company
47. Reservation of name of intended recognised foreign
company or recognised foreign company
48. Registration of name of recognised foreign company
49. Reservation and registration of proposed new name of
registered foreign company
50. Reservation of proposed new name of recognised foreign
company
51. Registration of new name of recognised foreign company
52. Reservation and registration of name of recognised
company proposing to transfer incorporation to the
Territory
53. Reservation of name of company or recognised company
proposing to transfer incorporation to participating
State or Territory
54. Registration of name of recognised company after
transfer of incorporation to participating State or
Territory
55. Reservation and registration of name of foreign company
proposing to transfer incorporation to the Territory
56. Reservation of name of foreign company proposing to
transfer incorporation to participating State or
Territory
57. Registration of name of foreign company that has become
a recognised company after transfer of incorporation to
participating State or Territory
58. Extension of reservation
59. Notification that registration of name desired in a
State or another Territory
60. Registration of name of recognised company or recognised
foreign company in the Territory
61. Notification that registration of name no longer desired
in a participating State or Territory
62. Cancellation of registration where registration in the
Territory no longer desired
63. Cancellation of registration where company or foreign
company dissolved or foreign company ceases to be
registered
64. Cancellation of registration where name registered by
mistake
65. Change of name
66. Omission of "Limited" in names of charitable and other
companies
Division 3 - Legal Capacity, Powers and Status
66A. Commencement of certain provisions
66B. Interpretation
66C. Object of sections 67 and 68
67. Legal capacity
68. Restrictions on companies
68A. Persons having dealings with companies etc.
68C. Lodgment of documents etc. with Commission not to
constitute constructive notice
68D. Effect of fraud
69. Change of status
70. Change from public to proprietary company or from
proprietary to public company
71. Default in complying with requirements as to proprietary
companies
72. General provisions as to alteration of memorandum
73. Alterations of memorandum
74. Articles of association
75. Adoption of Table A or B
76. Alteration of articles
77. Memorandum and articles of companies limited by
guarantee
78. Operation of memorandum and articles
79. Copies of memorandum and articles
80. Confirmation of contracts and authentication and
execution of documents
81. Ratification of contracts made before formation of
company
82. Prohibition of carrying on business with fewer than
statutory minimum number of members
Division 4 - Transfer of Incorporation
83. Certificate authorising application for transfer of
incorporation
84. Application by recognised company for registration under
Division
85. Application by foreign company for registration under
Division
86. Registration of corporations as companies
87. Effect of registration
88. Alterations to constituent documents of foreign
companies
89. Effect of registration of company under corresponding
law
90. Application of this Act to corporations registered under
this Division
91. Establishment of registers and minute books
92. Share warrants
93. Certificate of registration conclusive evidence
PART IV - PROSPECTUSES, SECURITIES AND CHARGES
Division 1 - Prospectuses
94. Interpretation
95. Prohibition of issue of certain documents in relation to
proposed corporations
96. Forms of application for shares or debentures to be
attached to prospectus
97. Invitations or offers in relation to borrowings by a
corporation
98. Contents of prospectuses
99. Certain notices etc. not to be published
100. Certain reports referring to prospectuses not to be
published
101. Evidentiary provisions etc.
102. Retention of over-subscriptions in debenture issues
103. Registration of prospectuses
104. Document containing offer of shares for sale deemed to
be prospectus
105. Allotment or issue of shares or debentures where
prospectus indicates application for quotation on stock
market
106. Expert's consent to issue of prospectus containing
statement by him
107. Civil liability for untrue statement or non-disclosure
in prospectus
108. Criminal liability for untrue statement or
non-disclosure in prospectus
Division 2 - Restrictions on Allotment and Variation
of Contracts
110. Prohibition of allotment unless minimum subscription
received
111. Application moneys to be held in trust until allotment
112. Restriction on varying contracts referred to in
prospectus
Division 3 - Capital Structure of Companies
Subdivision A - Shares Generally
113. Return as to allotments
114. Differences in calls and payments, reserve liability
etc.
115. Share warrants
116. Restriction on application of capital of company
117. Power to make certain payments
118. Power to issue shares at a discount
119. Issue of shares at premium
120. Redeemable preference shares
121. Power of company to alter its share capital
122. Validation of shares improperly issued
123. Special resolution for reduction of share capital
Subdivision B - Class Rights
124. Commission to be informed of special rights carried by,
or division or conversion of, shares
125. Rights of holders of classes of shares
126. Rights of holders of shares
127. Rights of classes of members
128. Rights of holders of preference shares to be set out in
memorandum or articles
Subdivision C - Company Financing Dealings in its
Shares etc.
129. Company financing dealings in its shares etc.
130. Consequences of company financing dealings in its shares
etc.
Subdivision D - Unacceptable Self-acquisition Schemes
130A. Interpretation
130B. Self-acquisition scheme
130C. Relevant matters affecting self-acquisition scheme
130D. Declaration by Commission
130E. Commission may make interim orders
130F. Court may reverse Commission's declaration
130G. Court may act on Commission's declaration
130H. Effect of Subdivision
Subdivision E - Other
131. Register of options
132. Options over unissued shares
133. Power of company to pay interest out of capital in
certain cases
Division 3A - Permitted Buy-backs of Shares
Subdivision A - How this Division Works
133AA. Outline of structure
Subdivision B - Interpretation
133BA. Effect of Subdivision
133BB. Interpretation
133BC. What constitutes buying back shares
133BE. The 10% in 12 months limit
133BF. Takeover aspects of proposed resolution
133BG. When directors presumed to be aware of proposed or
actual takeover bid
133BH. Solvency declaration
133BJ. Auditor's report on solvency declaration
133BK. When buy-back agreement is completed
133BL. When shares are transferred
133BM. Classes of shares
Subdivision C - Power to Buy Back Shares
133CA. Power to buy back shares
133CB. Completion of buy-back
133CC. Effect of Division
133CD. Other obligations and liabilities not affected
Subdivision D - Buy-back Authorisation in Articles
133DA. Articles to contain buy-back authorisation
133DB. Inclusion, effect and renewal of buy-back authorisation
Subdivision E - Buy-backs by Public Companies
133EA. Only certain buy-backs permitted
Subdivision F - Buy-back Schemes
133FA. Shares and classes of shares
133FB. Buy-back scheme
133FC. Withdrawal or variation of buy-back offers
133FD. Avoiding odd lots
133FE. Odd lots to be disregarded for purposes of 10% in 12
months limit
Subdivision G - Approval of Buy-back Schemes by Ordinary
Resolution
133GA. When approval required
133GB. Buy-back offers made under a resolution
133GC. Resolution to approve proposed buy-back scheme
133GD. Notice of resolution to approve proposed buy-back scheme
Subdivision H - Employee-shares Purchases
133HA. Approval by ordinary resolution
133HB. Resolution to approve proposed employee-shares purchase
133HC. Notice of resolution to approve proposed employee-shares
purchase
Subdivision J - Selective Buy-backs
133JA. Approval, by special resolution passed by special
majority, of selective buy-back by public company
133JB. Approval by special resolution where selective buy-back
by proprietary company exceeds 10% in 12 months limit
Subdivision K - Notice of Resolution to Approve Proposed
Selective Buy-back
133KA. Notice must comply with Subdivision
133KB. Contents of resolution and proposed agreement
133KC. Availability of agreement for inspection
133KD. Valuation of non-cash consideration
133KE. Expert's opinion about whether consideration fair and
reasonable
133KF. Matters affecting expert's objectivity
133KG. Expert's consent
133KH. Reasons for buy-back
133KJ. Solvency aspects
133KK. Directors' interests
133KL. Effect on control of company
133KM. Other relevant information
133KN. Notices to be the same
Subdivision L - Creditors may Object to Proposed
Buy-backs
133LA. Advertising proposed buy-backs
133LB. Content of advertisement
133LC. Newspapers in which advertisement to be published
133LD. Creditor may apply to Court
133LE. How application to be dealt with
133LF. Buy-backs not to proceed while application pending
133LG. Company to comply with order of Court
Subdivision M - Solvency Requirements
133MA. Solvency requirements for buy-back scheme
133MB. Solvency requirements for other buy-backs
133MC. Copy of solvency declaration and auditor's report to be
lodged with Commission
133MD. Revocation of solvency declaration
133ME. Solvency requirements for completion of buy-back under
buy-back scheme
133MF. Company not to register certain transfers during
solvency period
Subdivision N - Share Buy-backs and other Securities
Issues
133NA. Buy-back consideration not to consist of other
securities of the company
133NB. No buy-backs during rights issue or placement
133NC. No rights issue or placement during offer period or
within 3 months after buy-back
Subdivision P - Effect of Buy-back on Shares
133PA. Rights attaching to bought back shares
133PB. Company not to dispose of bought back shares
133PC. Cancellation of shares after transfer to company
133PD. Accounting for money spent on buy-back where amount
exceeds nominal value of shares
Subdivision Q - Effect of Insolvency
133QA. Buy-back offer by externally-administered company void
133QB. Effect of supervening insolvency on buy-back scheme
133QC. Directors to indemnify insolvent company where
consideration provided, or partly-paid shares acquired,
under buy-back agreements
133QD. Relief from liability under section 133QC
Subdivision R - Rights of Unpaid Sellers
133RA. Specific performance of buy-back agreements
133RB. Buy-back agreement unenforceable while company insolvent
133RC. Unpaid seller may prove in winding up of company
133RD. Ranking of seller's claim in winding up
Subdivision S - Certificates and Declarations of
Compliance
133SA. Certificate of compliance
133SB. Presumptions about certain matters
133SC. Who must sign compliance certificate
133SD. Offences relating to compliance certificates: buy-back
schemes
133SE. Offences relating to compliance certificates: other
buy-backs
133SF. Declaration by Court of substantial compliance
Subdivision T - Notifying Commission and Securities
Exchanges about Buy-backs
133TA. Company to notify Commission of buy-backs
133TB. Listed company to notify securities exchanges of
buy-backs
Subdivision U - Listed Company to Notify Members about
Share Cancellations
133UA. Notifying member whose shares were cancelled
133UB. Notifying members generally
Subdivision V - Register of Buy-backs
133VA. Company to keep register
133VB. Particulars of buy-back schemes
133VC. Particulars of other buy-backs
133VD. Alteration of register where buy-back does not proceed
133VE. Entries in register after cancellation of shares
133VF. Inspection and copies of register
Division 4 - Substantial Shareholdings
134. Application and interpretation
135. Persons obliged to comply with Division
136. Substantial shareholdings, substantial shareholders,
notifiable changes etc.
137. Substantial shareholder to notify company of his
interests
138. Substantial shareholder to notify company of changes in
interests
139. Person who ceases to be a substantial shareholder to
notify company
140. References to operation of section 8
141. Copy of notice to be served on securities exchanges
142. Commission may extend period for giving notice under
this Division
143. Company to keep register of substantial shareholders
144. Offences against certain sections
144A. Civil remedy where failure or default under Division
145. Knowledge of employee or agent imputed to employer or
principal
146. Powers of Court with respect to defaulting substantial
shareholder
Division 5 - Debentures
147. Register of debenture holders and copies of trust deed
148. Branch registers
149. Specific performance of contracts
150. Perpetual debentures
151. Re-issue of redeemed debentures
152. Qualifications of trustee for debenture holders
153. Retirement of trustees
154. Contents of trust deed
155. Power of Court in relation to certain irredeemable
debentures
156. Duties of trustees
157. Powers of trustee to apply to the Court for directions
etc.
158. Obligations of borrowing corporation
159. Obligation of guarantor corporation to furnish
information
160. Loans and deposits to be immediately repayable on
certain events
161. Invitations or offers by prescribed corporations
162. Compliance with laws of State or other Territory
sufficient compliance for certain corporations
163. Liability of trustees for debenture holders
Division 6 - Prescribed Interests
164. Interpretation
165. Approved deeds
166. Approval of deeds
167. Approval of trustees
168. Covenants to be included in deeds
169. Prescribed interests to be issued by companies only
170. Statement to be issued
171. No issue without approved deed
172. Register of holders of prescribed interests
173. Returns, information etc. relating to prescribed
interests
174. Penalty for breach of certain provisions or covenants
174A. Buy-back covenant and buy-back arrangements
175. Winding up of schemes etc.
176. Non-application of Division in certain circumstances
177. Liability of trustees
Division 7 - Title to and Transfer of Securities
178. Nature of shares
179. Numbering of shares
180. Certificate to be evidence of title
181. Company may have duplicate common seal
182. Loss or destruction of certificates
183. Instrument of transfer
184. Registration of transfer at request of transferor
185. Notice of refusal to register transfer
186. Remedy for refusal to register transfer or transmission
187. Certification of transfers
188. Duties of company with respect to issue of certificates
Division 8 - Transfer of Marketable Securities
189. Interpretation
190. Sufficient instrument of transfer
191. What is a sufficient instrument of transfer
192. Transfers by authorised trustee corporations
193. Execution of transfer by transferee
194. Effect where instrument purports to bear transferor's
broker's stamp
194A. Warranties by securities exchange where instrument
purports to bear its stamp
194B. Indemnities by securities exchange and broker where
instruments purport to bear their stamps
194C. Joint and several warranties and liabilities
194D. Additional operation of sections 194 to 194C
195. Registration of prescribed instruments
196. Operation of Division
197. Occupation need not appear in register, instrument etc.
198. Offences
Division 9 - Registration of Charges
199. Interpretation and application of Division
200. Charges required to be registered
201. Lodgment of notice of charge and copy of instrument
202. Acquisition of property subject to charge
203. Registration of documents relating to charges
204. Priorities of charges
205. Certain charges void against liquidator or official
manager
205A. Charges in favour of certain persons void in certain
cases
206. Assignment and variation of charges
207. Satisfaction of, and release of property from, charges
208. Lodgment of notices, offences etc.
209. Company to keep documents relating to charges and
register of charges
210. Certificates
211. Registration under other legislation relating to charges
212. Power of Court to rectify Register etc.
213. Charges on property of recognised companies or
recognised foreign companies
214. Provisions applying when incorporation transferred
215. Power to exempt from compliance with certain
requirements of Division
215A. Charges created before commencement of this Act
Division 10 - Exemption from, and modification of the
application of, Divisions of this Part
215B. Banking business
215C. Powers of Commission: Divisions 1, 2, 5 and 6 and
section 552
215DA. Powers of Commission: Divisions 7 and 8 and Schedule 4
215DB. Exemptions and declarations under sections 215C and
215DA
215D. Retirement village schemes
PART V - MANAGEMENT AND ADMINISTRATION
Division 1 - Office and Name
216. Registered office of company
217. Notice of address of registered office and office hours
218. Publication of name
Division 2 - Directors and Other Officers
219. Directors
220. Restrictions on appointment or advertisement of director
221. Qualification of director
222. Vacation of office
223. Appointment of directors to be voted on individually
224. Validity of acts of directors and secretaries
225. Removal of directors
226. Age of directors
227. Certain persons not to manage corporations
227A. Court may order persons not to manage corporations
228. Disclosure of interests in contracts, property, offices
etc.
229. Duty and liability of officers
229A. Liability of directors for debts etc. incurred by
corporation acting as trustee
230. Loans to directors
231. Register of directors' shareholdings etc.
232. General duty to make disclosure
233. Benefits for loss of, or retirement from, office
234. Provisions as to assignment of office
235. Powers to require disclosure of directors' emoluments
236. Secretary
237. Provisions indemnifying officers or auditors
238. Register of directors, principal executive officer and
secretaries
238A. Register of Disqualified Company Directors and Other
Officers
Division 3 - Meetings and Proceedings
239. Statutory meeting and statutory report
240. Annual general meeting
241. Convening of general meeting on requisition
242. Convening of meetings
243. Articles as to right to demand a poll
244. Quorum, chairman, voting etc. at meetings
245. Proxies
246. Power of Court to order meeting
247. Circulation of members' resolutions etc.
248. Special resolutions
249. Resolution requiring special notice
250. Resolutions of exempt proprietary companies
251. Lodgment with the Commission etc. of copies of certain
resolutions and agreements
252. Resolutions at adjourned meetings
253. Minutes of proceedings
254. Inspection of minute books
Division 4 - Register of Members
255. Non-application of the Division to mutual life assurance
companies
255A. Notices relating to non-beneficial and beneficial
ownership of shares
256. Register and index of members
257. Inspection and closing of register
258. Consequences of default by agent
259. Power of Court to rectify register
260. Trustee etc. may be registered as owner of shares
261. Power of company to obtain information as to beneficial
ownership of its shares
261A. Powers of Court
262. Branch registers
Division 5 - Annual Return
263. Annual return
265. Exemption of certain companies
265A. Information in annual return deemed to satisfy certain
other lodgment requirements
Division 6 - Inspection of Records
265B. Inspection of records
265C. Disclosure of information
PART VI - ACCOUNTS AND AUDIT
Division 1 - Preliminary
266. Interpretation
266A. Dormant corporations
266B. Approved accounting standards
266C. Application of approved accounting standards
266D. Board to have regard to possibility of disallowance
266E. Interpretation etc. of accounting standards
266F. Power of Board to require copy of accounts or group
accounts
266G. Annual report
Division 2 - Accounts
267. Accounts to be kept
268. Financial years of grouped companies
269. Profit and loss account, balance-sheet and group
accounts
270. Directors' reports
271. Rounding off of amounts in accounts and reports
272. Directors of holding company to obtain all necessary
information
273. Relief from requirements as to accounts and reports
274. Members of company entitled to balance-sheet etc.
275. Accounts and reports to be laid before annual general
meeting
275A. Commission may require company to lodge accounts etc.
276. Failure to comply with Division
Division 3 - Audit
277. Qualifications of auditors
278. Unlimited exempt proprietary company need not appoint
auditor in certain circumstances
279. Exempt proprietary company need not appoint auditor in
certain circumstances
280. Appointment of auditors
281. Nomination of auditors
282. Removal and resignation of auditors
283. Effect of winding up on office of auditor
284. Fees and expenses of auditors
285. Powers and duties of auditors as to reports on accounts
286. Obstruction of auditor
287. Special provisions relating to borrowing and guarantor
corporations
Division 4 - Special Provisions Relating to Banking and
Life Insurance Corporations
288. Banking and life insurance corporations
PART VII - SPECIAL INVESTIGATIONS
289. Interpretation and application
290. Application for carrying out of investigation
291. Investigations
292. Conduct of investigations
293. Investigation of affairs of related corporation
294. Powers of Commission and inspectors appointed under
corresponding law
295. Powers of inspectors
296. Examination of officers
297. Officer or other person failing to comply with
requirement of this Part
298. Record of examination
299. Admissibility of record of examination in evidence in
proceedings against person examined
300. Admissibility in other proceedings of statements at an
examination
301. Weight of evidence
302. Credibility of person who made statements
303. Determination of objection to admissibility of statement
304. Delegation by inspector
305. Reports of investigations
306. Provisions relating to reports
307. Commission's powers in respect of books
308. Privileged communications
309. Expenses of investigation
310. Concealing etc. of books of corporation
311. Power of Commission to make certain orders
312. Application for winding up
313. Certain powers not to be delegated
PART VIII - ARRANGEMENTS AND RECONSTRUCTIONS
314. Crown to be bound
315. Power to compromise with creditors and members
316. Information as to compromise with creditors or members
317. Provisions for facilitating reconstruction and
amalgamation of corporations
318. Acquisition of shares of shareholders dissenting from
scheme or contract approved by majority
319. Notification of appointment of scheme manager and power
of Court to require report
PART IX - CONDUCT OF AFFAIRS OF COMPANY IN OPPRESSIVE
OR UNJUST MANNER
320. Remedy in cases of oppression or injustice
PART X - RECEIVERS AND MANAGERS
321. Interpretation
322. Crown to be bound
323. Disqualification for appointment as receiver etc.
324. Liability of receiver
324A. Powers of receiver
324B. Duties of receiver with respect to bank accounts and
accounting records
324C. Reports by receiver
324D. Prosecution of delinquent officers and members
324E. Supervision of receivers
324F. Receiver may apply to Court
325. Power of Court to fix remuneration of receivers
325A. Receiver to enjoy qualified privilege in certain
circumstances
326. Notification of appointment of receiver
327. Statement that receiver appointed
328. Provisions as to information where receiver appointed
329. Receiver may require reports
329A. Receiver may inspect books
330. Lodging of accounts of receiver
331. Payments of certain debts out of property subject to
floating charge in priority to claims under charge
332. Enforcement of duty of receiver to make returns
PART XI - OFFICIAL MANAGEMENT
333. Interpretation
334. Crown to be bound
335. Power of company to call meeting of creditors to appoint
official manager
336. Report as to affairs of company to be submitted to
meeting of creditors of company
337. Power to adjourn meeting
338. Power of creditors to place company under official
management
339. Appointment of committee of management
340. Notice of appointment and address of official manager
341. Effect of resolution
342. Six-monthly meetings of creditors and members
343. Stay of proceedings
344. Power to extend period of official management
345. Extension of period of official management
346. Appointment of official manager not to affect
appointment and duties of auditor
347. Duties of official manager
348. Undue preferences in the case of official management
349. Application and disposal of property during official
management
350. Official manager may apply to Court for directions
351. Certain provisions applicable to official management
352. Power of Court to terminate official management and give
directions
353. Resolution to place company under official management
effective, subject to appeal
354. Lodgment of office copy of Court order
355. Termination of appointment and release of official
manager
356. Notification that corporation is under official
management
357. Functions of committee of management and appointment of
deputy official manager
PART XII - WINDING UP
Division 1 - Preliminary
358. Crown to be bound
359. Modes of winding up
360. Liability as contributories of present and past members
361. Nature of liability of contributory
362. Contributories in case of death or bankruptcy of member
Division 2 - Winding Up by the Court
Subdivision A - General
363. Application for winding-up
364. Circumstances in which company may be wound up by Court
365. Commencement of winding up by the Court
366. As to payment of preliminary costs etc.
367. Powers of Court on hearing application
368. Avoidance of dispositions of property, attachments etc.
369. Application to be lis pendens
370. Certain notices to be lodged with Commission
371. Effect of winding up order
Subdivision B - Liquidators
372. Power of Court to appoint official liquidator
373. General provisions as to liquidators
374. Custody and vesting of company's property
375. Report as to company's affairs to be submitted to
liquidator
376. Preliminary report by liquidator
377. Powers of liquidator
378. Settlement of list of contributories and application of
property
379. Exercise and control of liquidator's powers
381. Release of liquidators and dissolution of company
382. As to orders for release or dissolution
Subdivision C - General Powers of Court
383. Power to stay or terminate winding up
384. Delivery of property to liquidator
385. Appointment of special manager
386. Claims of creditors and distribution of property
387. Inspection of books by creditors and contributories
388. Power to arrest absconding contributory
389. Delegation to liquidator of certain powers of Court
390. Powers of Court cumulative
Division 3 - Voluntary Winding Up
Subdivision A - Introductory
391. Limitation on right to wind up voluntarily
392. Circumstances in which company may be wound up
voluntarily
393. Commencement of winding up
394. Effect of voluntary winding up
395. Declaration of solvency
Subdivision B - Provisions applicable only to Members'
Voluntary Winding Up
396. Liquidators
397. Duty of liquidator to call creditors' meeting in case of
insolvency
Subdivision C - Provisions applicable only to Creditors'
Voluntary Winding Up
398. Meeting of creditors
399. Power to adjourn meeting
400. Liquidators
401. Execution and civil proceedings
402. Execution and civil proceedings against recognised
companies
Subdivision D - Provisions applicable to every Voluntary
Winding Up
403. Distribution of property of company
404. Appointment of liquidator
405. Removal of liquidator
406. Review of liquidator's remuneration
407. Acts of liquidator valid etc.
408. Powers and duties of liquidator
409. Power of liquidator to accept shares etc. as
consideration for sale of property of company
410. Annual meeting of creditors
411. Final meeting and dissolution
412. Arrangement, when binding on creditors
413. Application to Court to have questions determined or
powers exercised
414. Costs
Division 4 - Provisions applicable to every Mode of
Winding Up
Subdivision A - General
415. Interpretation
416. Books to be kept by liquidator
417. Disqualification of liquidators
418. Reports by liquidator
419. Liquidators to enjoy qualified privilege in certain
circumstances
420. Supervision of liquidators
421. Notice of appointment and address of liquidator
421A. Regulations relating to money etc. received by
liquidator
422. Liquidator's accounts
423. Liquidator to make good defaults
424. Notification that a corporation is in liquidation
425. Books of company
426. Investment of surplus funds on general account
427. Unclaimed property to be paid to Minister
428. Companies Liquidation Account
429. Expenses of winding up where property insufficient
430. Resolutions passed at adjourned meetings of creditors
and contributories
431. Meetings to ascertain wishes of creditors or
contributories
Subdivision B - Committees of Inspection
432. Convening of meetings by liquidator for appointment of
committee of inspection
433. Proceedings of committee of inspection
434. Vacancies on committee of inspection
435. Member of committee not to accept extra benefit
436. Powers of Court where no committee of inspection
Subdivision C - Proof and Ranking of Claims
437. Interpretation
438. Proofs of debts
439. Computation of debts
440. Debts proved to rank equally except as otherwise
provided
441. Priority payments
442. Orders under section 309 or under section 33 of
Securities Industry Act
443. Debts due to employees
444. Debts of a class to rank equally
445. Advances in respect of wages, retrenchment payments and
leave of absence
446. Priority of employees' claims over floating charges
447. Insurance against liabilities to third parties
448. Provisions relating to injury compensation
449. Priority where security given for payment of taxes
450. Power of Court to make orders in favour of certain
creditors
Subdivision D - Effect on other Transactions
451. Undue preferences
452. Effect of floating charge
453. Liquidator's right to recover in respect of certain
transactions
454. Disclaimer of onerous property
455. Executions, attachments etc. before winding up
456. Duties of sheriff after receiving notice of application
Subdivision E - Offences
457. Prosecution of delinquent officers and members
Subdivision F - Dissolution
458. Power of Court to declare dissolution of company void
459. Power of Commission to deregister defunct company
460. Commission to act as representative of defunct company
in certain events
461. Oustanding property of defunct company to vest in
Commission
462. Outstanding interests in property, how disposed of
463. Liability of Commission and Commonwealth as to property
vested in Commission
464. Accounts
Division 5 - Reciprocity with Participating States and
Participating Territories
465. Recognition and enforcement in the Territory of order
made in a participating State or participating Territory
in relation to a recognised company or recognised
foreign company
466. Exercise by the Court of powers or functions in relation
to a recognised company or recognised foreign company
467. Power of Registrar to request Supreme Court of a
participating State or participating Territory to
exercise or perform powers or functions
468. Powers and functions in the Territory of liquidators of
recognised companies or recognised foreign companies
Division 6 - Winding Up of Bodies other than Companies
469. Application
470. Winding up of bodies to which this Division applies
471. Contributories in winding up of a body to which this
Division applies
472. Power of Court to stay or restrain proceedings
Division 7 - Miscellaneous
473. Outstanding property of defunct body formed within
Australia
474. Outstanding property of defunct body formed outside
Australia
PART XIII - VARIOUS TYPES OF COMPANIES
Division 1 - No Liability Companies
475. Application of Act to no liability companies
476. Shareholder not liable to calls or contributions
477. Dividends payable on shares held irrespective of amount
paid up on shares
478. Calls, when due
479. Forfeiture of shares
480. Provisions as to sale of forfeited shares
481. As to shares held by or in trust for company
482. Sale of shares on non-payment of calls valid although
specific numbers not advertised
483. Postponement of sale
484. Redemption of forfeited shares
485. Office to be open the day before sale
486. Distribution of surplus where cessation of business upon
winding up
487. Distribution of surplus where cessation of business
within 12 months
488. As to rights attaching to preference shares issued to
promoters
489. Restrictions on tribute arrangements
Division 2 - Investment Companies
490. Interpretation
491. Restriction on borrowing by investment companies
492. Restriction on investments of investment companies
493. Restriction on underwriting by investment companies
494. Special requirements as to articles and prospectus
495. Investment company not to hold shares in other
investment companies
496. Investment company not to speculate in commodities
497. Balance-sheets and accounts
498. Investment fluctuation reserve
499. Penalties
Division 3 - Companies Carrying on Business Outside the
Territory
500. Interpretation
501. Notification of principal office in participating State
or Territory
502. Notice to be given of change or alteration in principal
office in participating State or Territory
503. Notice to be lodged of cessation of business in
participating State or Territory
504. Offences
Division 4 - Recognized Companies and Recognized Foreign
Companies
505. Interpretation
506. Power to hold land
507. Recognised company or recognised foreign company to have
a principal office
508. Name of recognised company or recognised foreign company
to be reserved or registered
509. Publication of name etc. of recognised company or
recognised foreign company
Division 5 - Foreign Companies other than Recognized
Foreign Companies
510. Interpretation
511. Power of foreign companies to hold land
512. Unregistered foreign company not to establish place of
business or carry on business in the Territory
513. Registered office of registered foreign company
514. Agents
515. Notice to be lodged where documents etc. altered
516. Balance-sheets and other documents
517. Publication of name etc. of foreign company
518. Cessation of business etc.
519. Name of foreign company to be struck off register
520. Restriction on use of certain names
521. Branch register of shares in foreign company
522. Registration of shares in branch register
523. Removal of shares from branch register
524. Index of members and inspection and closing of branch
registers
525. Branch register to be prima facie evidence
526. Certificate as to shareholding
527. Penalties
PART XIV - MISCELLANEOUS
Division 1 - General
528. Service of documents on company
529. Service of documents on recognised company or recognised
foreign company
530. Service of documents on registered foreign company
530A. Address of registered office, principal office etc.
531. Vesting of property
532. Parts of dollar to be disregarded in determining
majority in value of creditors etc.
533. Costs
534. Disposal of securities if whereabouts of holder unknown
535. Power to grant relief
536. Power of Court to give directions with respect to
meetings ordered by the Court
537. Appeals from decisions of Commission
538. Appeals from decisions of receivers, liquidators etc.
539. Irregularities
540. Power of Commission to intervene in proceedings
541. Examination of persons concerned with corporations
542. Orders against persons concerned with corporations
543. Civil proceedings not to be stayed
544. Form and evidentiary value of books
545. Inspection of books
546. Location of books kept on computers etc.
547. Location of registers
548. Translations of instruments
549. Certificate of incorporation conclusive evidence
550. Admissibility of books in evidence
551. Court may compel compliance
Division 2 - Offences
552. Restriction on offering shares, debentures etc. for
subscription or purchase
553. Interpretation
554. Offences by officers of certain companies
555. Liability where proper accounts not kept
556. Offences relating to incurring of debts or fraudulent
conduct
557. Powers of Court
558. Certain rights not affected
559. Inducement to be appointed liquidator or official
manager
560. Falsification of books
561. Frauds by officers
562. Court may disqualify person from acting as director etc.
in certain circumstances
562A. Commission may order persons not to manage corporations
563. False or misleading statements
564. False information etc.
565. Dividends payable from profits only
566. Restriction on use of words "Limited" and "No Liability"
567. Restriction on use of word "Proprietary"
568. Reciprocity in relation to offences
569. Offences committed partly in and partly out of the
Territory
570. General penalty provisions
570A. Penalty notices
571. Continuing offences
572. Officers and other persons in default
573. Power of Court to prohibit payment or transfer of
moneys, securities or other property
574. Injunctions
575. Power of Court to punish for contempt of Court
Division 3 - Rules and Regulations
576. Rules
577. Regulations
Division 4 - Miscellaneous
578. Non-application of rule against perpetuities to certain
schemes
579. Act not to apply to trade unions
580. Operation of Life Insurance Act
581. Operation of certain Ordinances
SCHEDULE 1
REPEALED ORDINANCES
SCHEDULE 3
TABLE A
Regulations for Management of a Company Limited by Shares
TABLE B
Regulations for Management of a No Liability Company
SCHEDULE 4
FORMS OF TRANSFER OF MARKETABLE SECURITIES
SCHEDULE 5
ORDER OF PRIORITY OF REGISTRABLE CHARGES
COMPANIES ACT 1981 - LONG TITLE
SECT
An Act to make provision for the government of the Australian
Capital Territory in relation to the formation of companies,
the regulation of companies formed in that Territory, the
registration in that Territory of certain other bodies
and certain other matters
COMPANIES ACT 1981 - PART I
PART I - PRELIMINARY
COMPANIES ACT 1981 - SECT 1
Short title
SECT
1. This Act may be cited as the Companies Act 1981.*1*
SEE NOTES TO FIRST ARTICLE OF THIS CHAPTER .
COMPANIES ACT 1981 - SECT 2
Commencement
SECT
2. This Act shall come into operation on a date to be fixed by
Proclamation.*1*
SEE NOTES TO FIRST ARTICLE OF THIS CHAPTER .
COMPANIES ACT 1981 - SECT 3
Objects and application
SECT
3. (1) The objects of this Act are to make provision for the government of
the Australian Capital Territory in relation to the formation of companies,
the regulation of companies formed in that Territory, the registration of
certain other bodies and certain other matters, and this Act has effect, and
shall be construed, accordingly.
(1A) Notwithstanding subsection (1) of this section, this Act shall not be
taken for the purposes of subsection 22 (3) of the Acts Interpretation Act
1901 to be an Act providing for the administration or government of the
Australian Capital Territory.
(2) In its application to and in relation to companies, this Act applies to
and in relation to natural persons, whether resident in the Australian Capital
Territory or in Australia or not and whether Australian citizens or not, and
to all bodies corporate or unincorporate, whether formed or carrying on
business in that Territory or in Australia or not, and extends to acts done or
omitted to be done outside that Territory, whether in Australia or not.
(3) The Companies and Securities (Interpretation and Miscellaneous
Provisions) Act 1980 applies to this Act.
COMPANIES ACT 1981 - SECT 4
Repeal
SECT
4. The Ordinances referred to in Schedule 1 are repealed.
COMPANIES ACT 1981 - SECT 5
Interpretation
SECT
5. (1) In this Act, unless the contrary intention appears:
"accounting records" includes invoices, receipts, orders for the payment of
money, bills of exchange, cheques, promissory notes, vouchers and other
documents of prime entry and also includes such working papers and other
documents as are necessary to explain the methods and calculations by which
accounts are made up;
"annual general meeting", in relation to a company, means a meeting of the
company required to be held by section 240;
"annual return" means the return required to be made by section 263 and
includes any document accompanying the return;
"approving holding company", in relation to a body corporate, means:
(a) a listed corporation of which the body is a subsidiary; or
(b) if the body is a subsidiary of no listed corporation but the ultimate
holding company (if any) of the body is incorporated in Australia or an
external Territory - that ultimate holding company;
"articles" means articles of association;
"authorized trustee corporation" means a body corporate that is declared by
the regulations to be an authorized trustee corporation for the purposes of
the provision in which the expression appears;
"banker's books" means:
(a) books of a banking corporation, including any documents used in the
ordinary business of a banking corporation;
(b) cheques, orders for the payment of money, bills of exchange and
promissory notes in the possession or under the control of a banking
corporation; and
(c) securities or documents of title to securities in the possession or
under the control of a banking corporation whether by way of pledge or
otherwise;
"banking corporation" means:
(a) a bank as defined in section 5 of the Banking Act 1959; or
(c) a bank constituted under a law of a State or Territory;
"books" includes any register or other record of information and any
accounts or accounting records, however compiled, recorded or stored, and also
includes any document;
"borrowing corporation" means a corporation that is or will be under a
liability to repay any money received or to be received by it in response to
an invitation to the public to subscribe for or purchase debentures of the
corporation or an offer to the public of debentures of the corporation for
subscription or purchase;
"branch register" means:
(a) in relation to a company - a branch register of members of the company
kept pursuant to section 262; or
(b) in relation to a foreign company - a branch register of members of the
company kept pursuant to section 521;
"business day" means a day that is not a Saturday, a Sunday or a public
holiday or bank holiday in the Territory;
"certified" means:
(a) in relation to a copy of or extract from a document - certified by a
statement in writing to be a true copy of or extract from the document; or
(b) in relation to a translation of a document - certified by a statement in
writing to be a correct translation of the document into the English
language;
"charge" means a charge created in any way and includes a mortgage and an
agreement to give or execute a charge or mortgage, whether upon demand or
otherwise;
"chargee" means the holder of a charge and includes a person in whose favour
a charge is to be given or executed, whether upon demand or otherwise,
pursuant to an agreement;
"Companies Ordinance 1962" means the Companies Ordinance 1962 of the
Territory as amended and in force immediately before the commencement of this
Act;
"company" means a company incorporated or deemed to be incorporated under
this Act or under any corresponding previous law of the Territory;
"company having a share capital" includes an unlimited company with a share
capital;
"company limited by guarantee" means a company formed on the principle of
having the liability of its members limited by the memorandum to the
respective amounts that the members undertake to contribute to the property of
the company in the event of its being wound up;
"company limited by shares" means a company formed on the principle of
having the liability of its members limited by the memorandum to the amount
(if any) unpaid on the shares respectively held by them;
"contributory" means:
(a) in relation to a company other than a no liability company:
(i) a person liable as a member or past member to
contribute to the property of the company in the event of its being wound up;
(ii) in the case of a company having a share capital - a
holder of fully paid shares in the company; and
(iii) before the final determination of the persons who are
contributories by virtue of subparagraphs (i) and (ii) - a person alleged to
be such a contributory;
(b) in relation to a body corporate to which Division 6 of Part XII
applies:
(i) a person who is a contributory by virtue of section
471; and
(ii) before the final determination of the persons who are
contributories by virtue of subparagraph (i) - a person alleged to be such a
contributory; and
(c) in relation to a no liability company - subject to section 476, a member
of the company;
"corporation" means any body corporate, whether formed or incorporated
within or outside the Territory, and includes any company, any foreign company
and any recognized company but does not include:
(a) a body corporate that is incorporated within Australia or an external
Territory and is a public authority or an instrumentality or agency of the
Crown;
(b) a corporation sole;
(c) a society registered under the Co-operative Societies Ordinance 1939;
(d) an association, society, institution or body incorporated under the
Associations Incorporation Ordinance 1953; or
(e) a corporation constituted under the Unit Titles Ordinance 1970;
"creditors' voluntary winding up" means a winding up under Division 3 of
Part XII, other than a members' voluntary winding up;
"dealing in securities" means (whether as principal or agent) acquiring,
disposing of, subscribing for, underwriting or sub-underwriting securities or
making or offering to make, or inducing or attempting to induce a person to
make or to offer to make, an agreement:
(a) for or with respect to acquiring, disposing of, subscribing for,
underwriting or sub-underwriting securities; or
(b) the purpose or purported purpose of which is to secure a profit or gain
to a person who acquires, disposes of, subscribes for, underwrites or
sub-underwrites securities or to any of the parties to the agreement in
relation to securities;
"debenture" includes debenture stock, bonds, notes and any other document
evidencing or acknowledging indebtedness of a corporation in respect of money
that is or may be deposited with or lent to the corporation, whether
constituting a charge on property of the corporation or not, but does not
include:
(a) a document that merely acknowledges the receipt of money by a
corporation in a case where, in respect of the money, the corporation issues,
in compliance with section 97, a document prescribed by subsection (2) of that
section and complies with the other requirements of that section;
(aa) a document issued or executed by a banking corporation in the ordinary
course of its banking business, being a document that evidences or
acknowledges indebtedness of the corporation arising in the ordinary course of
that business;
(b) a cheque, order for the payment of money or bill of exchange;
(c) a promissory note having a face value of not less than $50,000;or
(d) for the purposes of the application of this definition to a provision of
this Act in respect of which the regulations provide that the word "debenture"
does not include a prescribed document or a document included in a prescribed
class of documents - that document or a document included in that class of
documents, as the case may be;
"deed" includes an instrument having the effect of a deed;
"director", in relation to a corporation, includes:
(a) any person occupying or acting in the position of director of the
corporation, by whatever name called and whether or not validly appointed to
occupy or duly authorized to act in the position;
(b) any person in accordance with whose directions or instructions the
directors of the corporation are accustomed to act; and
(c) in the case of a foreign company:
(i) a member of the committee of management, council or
other governing body of the foreign company;
(ii) any person occupying or acting in the position of
member of the committee of management, council or other governing body of the
foreign company, by whatever name called and whether or not validly appointed
to occupy or duly authorised to act in the position; and
(iii) any person in accordance with whose instructions the
members of the committee of management, council or other governing body of the
foreign company are accustomed to act;
"emoluments" means the amount or value of any money, consideration or
benefit given, directly or indirectly, to a director of a corporation in
connection with the management of affairs of the corporation or of any holding
company or subsidiary of the corporation, whether as a director or otherwise,
but does not include amounts in payment or reimbursement of out-of-pocket
expenses incurred for the benefit of the corporation;
"Exchange" means Australian Stock Exchange Limited;
"executive officer", in relation to a corporation, means any person, by
whatever name called and whether or not he is a director of the corporation,
who is concerned, or takes part, in the management of the corporation;
"exempt proprietary company" means a proprietary company:
(a) no share in which is, by virtue of subsections (5) and (6) of this
section, deemed to be owned by a public company; and
(b) no member of which is a public company;
"expert", in relation to a matter, means any person whose profession or
reputation gives authority to a statement made by him in relation to that
matter;
"filed" means filed under this Act or any corresponding previous law of the
Territory;
"financial year" means:
(a) in relation to a company incorporated under a corresponding previous law
of the Territory:
(i) a period of 12 months, or such other period (whether
longer or shorter than 12 months) not exceeding 18 months as the directors
(subject to the requirements of section 240 as to the holding of annual
general meetings of the company) resolve, commencing at the expiration of the
period in respect of which the last profit and loss account laid before the
company at an annual general meeting before the commencement of this Act was
made out or, if no profit and loss account was made out and laid before the
company at an annual general meeting before the commencement of this Act, on
the date of incorporation of the company; and
(ii) each period of 12 months, or such other period
(whether longer or shorter than 12 months) not exceeding 18 months as the
directors (subject to the requirements of section 240 as to the holding of
annual general meetings of the company) resolve, commencing at the expiration
of the previous financial year of the company;
(b) in relation to a company incorporated under this Act:
(i) a period of 12 months, or such other period (whether
longer or shorter than 12 months) not exceeding 18 months as the directors
(subject to the requirements of section 240 as to the holding of annual
general meetings of the company) resolve, commencing on the date of
incorporation of the company; and
(ii) each period of 12 months, or such other period
(whether longer or shorter than 12 months) not exceeding 18 months as the
directors (subject to the requirements of section 240 as to the holding of
annual general meetings of the company) resolve, commencing at the expiration
of the previous financial year of the company; and
(c) in relation to a corporation incorporated outside the Territory:
(i) if a profit and loss account of the corporation is
required, under the law of the place where the corporation is incorporated, to
be made out in respect of a particular period - that period; or
(ii) in a case to which subparagraph (i) does not apply - a
period in respect of which a profit and loss account of the corporation is
made out;
"floating charge" includes a charge that conferred a floating security at
the time of its creation but has since become a fixed or specific charge;
"foreign company" means:
(a) any body (including a society or association) incorporated outside the
Territory, not being:
(i) a recognized company;
(ii) a corporation sole; or
(iii) a body corporate that is incorporated within
Australia or an external Territory and is a public authority or an
instrumentality or agency of the Crown in right of the Commonwealth, in right
of a State or in right of a Territory; or
(b) an unincorporated society, association or other body formed outside the
Territory that, under the law of its place of formation, may sue or be sued,
or may hold property in the name of the secretary or other officer of the
society, association or body duly appointed for that purpose and which does
not have its head office or principal place of business in the Territory;
"guarantor corporation", in relation to a borrowing corporation, means a
corporation that has guaranteed or has agreed to guarantee the repayment of
any money received or to be received by the borrowing corporation in response
to an invitation to the public to subscribe for or purchase debentures of the
borrowing corporation or an offer to the public of debentures of the borrowing
corporation for subscription or purchase;
"included", in relation to an official list, has the meaning given by
section 9A;
"industrial instrument" means:
(a) a contract of employment; or
(b) a law, award, determination or agreement relating to terms or conditions
of employment;
"injury compensation" means compensation payable under any law relating to
workers compensation;
"insolvent under administration" means a person who:
(a) under the Bankruptcy Act 1966 or the law of an external Territory, is a
bankrupt in respect of a bankruptcy from which he has not been discharged; or
(b) under the law of a country other than Australia or the law of an
external Territory, has the status of an undischarged bankrupt;
and includes:
(c) a person who has executed a deed of arrangement under Part X of the
Bankruptcy Act 1966 or the corresponding provisions of the law of an external
Territory or of the law of a country other than Australia where the terms of
the deed have not been fully complied with; and
(d) a person whose creditors have accepted a composition under Part X of the
Bankruptcy Act 1966 or the corresponding provisions of the law of an external
Territory or of the law of a country other than Australia where a final
payment has not been made under that composition;
"investment contract" means any contract, scheme or arrangement that, in
substance and irrespective of the form of the contract, scheme or arrangement,
involves the investment of money in or under such circumstances that the
investor acquires or may acquire an interest in or right in respect of
property, whether in the Territory or elsewhere, that, under, or in accordance
with, the terms of investment will, or may at the option of the investor, be
used or employed in common with any other interest in or right in respect of
property, whether in the Territory or elsewhere, acquired in or under like
circumstances;
"issue" includes circulate, distribute and disseminate;
"leave of absence" means long service leave, extended leave, recreation
leave, annual leave, sick leave or any other form of leave of absence from
employment;
"limited company" means a company limited by shares or by guarantee or both
by shares and by guarantee but does not include a no liability company;
"listed corporation" means a corporation that has been admitted to the
official list of a securities exchange in Australia or an external Territory
and has not been removed from that official list;
"lodged" means:
(a) in relation to the Commission - lodged under this Act; or
(b) in relation to the Registrar of Companies - lodged or filed with the
Registrar of Companies under any corresponding previous law of the Territory;
"machine-copy", in relation to a document, means a copy made of the document
by any machine in which or process by which an image of the contents of the
document is reproduced from surface contact with the document or by the use of
photo-sensitive material other than transparent photographic film;
"make", in relation to a takeover bid, includes cause to be made;
"marketable securities" means debentures, stocks, shares or bonds of any
Government, of any local government authority or of any corporation,
association or society, and includes any right or option in respect of shares
in any corporation and any prescribed interest;
"members' voluntary winding up" means a winding up under Division 3 of Part
XII where a declaration has been made and lodged pursuant to section 395;
"memorandum" means memorandum of association;
"minerals" means minerals in any form, whether solid, liquefied or gaseous
and whether organic or inorganic;
"minimum subscription", in relation to any shares offered to the public for
subscription or for which the public are invited to subscribe, means the
amount stated in the prospectus relating to the offer or invitation pursuant
to paragraph 98 (1) (d) as the minimum amount that, in the opinion of the
directors, must be raised by the issue of the shares;
"mining company" means a company:
(a) the memorandum of which contains a provision stating the objects of the
company; and
(b) the sole objects of which are mining purposes;
"mining purposes" means all or any of the following purposes:
(a) prospecting for ores, metals or minerals;
(b) obtaining, by any mode or method, ores, metals or minerals;
(c) the sale or other disposal of ores, metals, minerals or other products
of mining;
(d) the carrying on of any business or activity necessary for or incidental
to any of the foregoing purposes;
whether in the Territory or elsewhere, but does not include quarrying
operations for the sole purpose of obtaining stone for building, roadmaking or
similar purposes;
"negative", in relation to a document, means a transparent negative
photograph used or intended to be used as a medium for reproducing the
contents of the document, and includes a transparent photograph made from
surface contact with the original negative photograph;
"no liability company" means a company that does not have under its
memorandum and articles a contractual right to recover calls made upon its
shares from a shareholder who defaults in payment of those calls;
"nominee corporation" means a corporation whose principal business is the
business of holding marketable securities as a trustee or nominee;
"offer", in relation to a takeover bid, means one of the offers, or an offer
made by virtue of the announcement, as the case requires, constituting the
takeover bid;
"officer", in relation to a corporation, includes:
(a) a director, secretary, executive officer or employee of the
corporation;
(b) a receiver and manager of property of the corporation appointed under a
power contained in an instrument;
(c) an official manager or deputy official manager of the corporation;
(d) a liquidator of the corporation appointed in a voluntary winding up of
the corporation; and
(e) a trustee or other person administering a compromise or arrangement made
between the corporation and another person or other persons;
but does not include:
(f) a receiver who is not also a manager;
(g) a receiver and manager appointed by a court; or
(h) a liquidator appointed by a court;
"official liquidator" means a person registered as an official liquidator
under section 21 or deemed to be registered as an official liquidator under
this Act;
"official manager" means a person appointed as an official manager under
Part XI;
"on", in relation to a stock market, includes at or by means of;
"participating employee", in relation to a corporation, means:
(a) an employee of the corporation or of a related corporation; or
(b) without limiting the generality of paragraph (a), a director of the
corporation or of a related corporation who holds a salaried employment or
office in the corporation or in a related corporation;
"participation interest" means any right to participate, or any interest:
(a) in any profits, assets or realisation of any financial or business
undertaking or scheme whether in the Territory or elsewhere;
(b) in any common enterprise, whether in the Territory or elsewhere, in
relation to which the holder of the right or interest is led to expect
profits, rent or interest from the efforts of the promoter of the enterprise
or a third party; or
(c) in any investment contract;
whether or not the right or interest is enforceable, whether the right or
interest is actual, prospective or contingent, whether or not the right or
interest is evidenced by a formal document and whether or not the right or
interest relates to a physical asset, but does not include:
(d) such a right that is a right to participate in a time-sharing scheme;
(e) any share in, or debenture of, a corporation;
(f) any interest in, or arising out of, a policy of life insurance; or
(g) an interest in a partnership agreement, unless the agreement or proposed
agreement:
(i) relates to an undertaking, scheme, enterprise or
investment contract promoted by or on behalf of a person whose ordinary
business is or includes the promotion of similar undertakings, schemes,
enterprises or investment contracts, whether or not that person is, or is to
become, a party to the agreement or proposed agreement; or
(ii) is or would be an agreement, or is or would be within
a class of agreements, prescribed by the regulations for the purposes of this
paragraph;
"prescribed" means prescribed by this Act, by the regulations or by the
rules;
"prescribed interest" means:
(a) a participation interest; or
(b) a right, whether enforceable or not, whether actual, prospective or
contingent and whether or not evidenced by a formal document, to participate
in a time-sharing scheme;
but does not include a right or interest, or a right or interest included in a
class or kind of rights or interests, declared by the regulations to be an
exempt right or interest, or a class or kind of exempt rights or interests,
for the purposes of Division 6 of Part IV;
"principal executive officer", in relation to a company, means the principal
executive officer of the company for the time being, by whatever name called,
and whether or not he is a director;
"principal register", in relation to a company, means the register of
members of the company kept pursuant to section 256;
"profit and loss account" includes income and expenditure account, revenue
account or any other account showing the results of the business of a
corporation for a period and, if the corporation concerned is engaged in the
development or exploration of natural resources, also includes an operations
account or any like account and a development account or any like account;
"promoter", in relation to a prospectus issued by or in connection with a
corporation, means a promoter of the corporation who was a party to the
preparation of the prospectus or of any relevant portion of the prospectus,
but does not include a person by reason only of his acting in the proper
performance of the functions attaching to his professional capacity or to his
business relationship with a promoter of the corporation;
"proprietary company" means:
(a) a company that, immediately before the commencement of this Act, was a
proprietary company under the provisions of the Companies Ordinance 1962;
(b) any company incorporated as a proprietary company by virtue of section
34; or
(c) any company converted into a proprietary company pursuant to subsection
70 (1);
being a company that has not ceased to be a proprietary company under section
70 or 71;
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