Companies Act Amendment Act 1975 (Qld)

707 Qi5 ANNO VICESIMO QUARTO ELIZABETHAE SECUNDAE REGINAE No. 71 of 1975 An Act to give effect to an arrangement made under the Interstate Corporate Affairs Agreement for the reconciliation of differences in the Companies Acts of the States that are parties to that Agreement , and for that purpose to amend the Companies Act 1961-1974 and the Evidence ( Reproductions ) Act 1970 and for other purposes [ASSENTED TO 12TH DECEMBER, 1975] BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- 1. Short title and citation . (1) This Act may be cited as the Companies Act Amendment Act 1975. (2) The Companies Act 1961-1974 is in this Act referred to as the Principal Act. (3) The Principal Act as amended by this Act may be cited as the Companies Act 1961-1974 2. Commencement . The several provisions of this Act shall coma into operation on a day or days to be fixed by Proclamation or successive Proclamations.

708 Companies Act Amendment Act 1975, No. 71 3. Amendment of s. 5. Interpretation . Section 5 of the Principal Act is amended- (a) by, in subsection (1), omitting the interpretation of "Assistant Commissioner "; (b) by, in subsection (1), omitting . the interpretation of Commissioner " and substituting the following interpretation:- " Commissioner " means the Commissioner for Corporate Affairs under the Securities Industry Act1975 and includes any Deputy or Assistant Commissioner for Corporate Affairs; ", (c) by, in the interpretation of " Corporation " in subsection (1), omitting the words " or recognised company" and substituting the words " and recognised company "; (d) by, in subsection (1), omitting the interpretation of " Crown Law Officer " ; (e) by, in the interpretation of " Debenture " in subsection (1), omitting the expression ", and any document deemed by subsection (5) of this section to be a debenture "; (f) by, in the interpretation of " Declared law " in subsection (1), omitting the words " and if that law is amended, that law as amended from time to time "; (g) by, in subsection (1) after the interpretation of " Lodged ", inserting the following interpretation:- " " Machine copy " has the meaning ascribed to that expression in the Evidence (Reproductions) Act1970;"; (h) by, in the interpretation of " Official liquidator " in subsection (1), omitting the words " by or under section eleven " and substituting the expression " under section 231 "; (i) by, in subsection (1) after the interpretation of " Repealed Act ", inserting the following interpretation:- " Reproduction " in relation to a document has the meaning ascribed to that expression in the Evidence (Reproductions)Act1970; "; (j) by, in subsection (1) after the interpretation of " This Act ", inserting the following interpretation:- " " Transparency " in relation to a document has the meaning ascribed to that expression in the Evidence (Reproductions)Act1970; "; (k) by omitting paragraph (b) of subsection (IA) and substituting the following paragraph and words:- (b) declare any law of that State or Territory to be a declared law for the purposes of this Act, and may by Order vary or revoke a declaration made under paragraph (b)."; and (1) by, in subsection (6), omitting paragraph (d) and substituting the following paragraph:- (d) made to a dissenting offeree within the meaning of section 180x or, within the meaning of section 185, to existing members of a transferor company with respect to shares in a transferee company or, within the meaning of section 270, to existing members of a company and relates to shares in that company.".

Companies Act Amendment Act 1975, No. 71 709 4. Amendment of s. 6A. Interests in shares . Section 6A of the Principal .Act is amended- (a) by repealing subsections (1), (2) and (3) and substituting the following subsections:- " (1) Subject to this section, a person has a relevant interest in a share in a body corporate- (a) for the purposes of Division 3A of Part IV, if that share is a voting share and that person has power- (i) to exercise, or to control the exercise of, the right to vote attached to that share; or (ii) to dispose of, or to exercise control over the disposal of, that share ; (b) for the purposes of sections 126 and 127, if that person has power to dispose of, or to exercise control over the disposal of, that share; and (c) for the purposes of Part VIn, if that person has power- (i) where the share is a voting share, to exercise, or to control the exercise of, the right to vote attached to that share; or (ii) to dispose of, or to exercise control over the disposal of, that share, whether or not it is a voting share. (2) It is immaterial for the purposes of this section whether the power of a person- (a) to exercise, or to control the exercise of, the right to vote attached to a voting share in a body corporate; or (b) to dispose of, or exercise control over the disposal of, a share, is express or implied or formal or informal, is exercisable alone or jointly with another person or other persons, cannot be related to a particular share, or is, or is capable of being made, subject to restraint or restriction and any such power exercisable jointly with another person or other persons shall, for those purposes, be deemed to be exercisable by either or any of those persons. (3) A reference in this section to power or control includes a reference to power or control that is direct or indirect or is, or is capable of being, exercised as a result of, or by means of, or in breach of, trusts, agreements, arrangements, understandings and practices, or any of them, whether or not they are enforceable, and a reference in this section to a controlling interest includes a reference to such an interest as gives control."; (b) by repealing subsection (4) and substituting the following subsection:- " (4) For the purposes of this section, where a body corporate has power- (a) to exercise, or to control the exercise of, the right to vote attached to a voting share; or (b) to dispose of, or to exercise control over the disposal of, a share, and- (c) the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person in relation to the exercise of the power;

710 Companies Act Amendment Act 1975, No. 71 (d) a person has a controlling interest in the body corporate; or (e) a person has, the associates of a person have, or a person. and his associates have power to exercise, or to control the exercise of, not less than fifteen per centum of the votes that may be exercised pursuant to rights to vote attached to the voting shares of the body corporate, that person shall be deemed to have the same power in relation to that share as the body corporate has."; (c) by in subsection (5)- (i) omitting the expression " paragraph (c) of (ii) in paragraph (b), omitting the words " in relation to the share and substituting the words " in relation to the exercise of a power "; and (iii) omitting the words " that share " (where occurring in paragraphs (c), (d) and (e) respectively) and substituting the words " the exercise of that power "; and (d) by repealing subsections (6), (7), (8), (9) and (10) and substituting the following subsections:- (6) Where a person- (a) has entered into an agreement with respect to a share; (b) has a right relating to a share, whether the right is enforceable presently or in the future and whether on the fulfilment of a condition or not; or (c) has an option with respect to a share, and, on fulfilment of the agreement , enforcement of the right or exercise of the option that person would have a relevant interest in the share he shall, for the purposes of this section , be deemed to have that relevant interest in the share. (7) A relevant interest in a share shall be disregarded- (a) for the purposes of Division 3A of Part IV, sections 126 and 127 and Part VIB- (i) if the ordinary business of the person who has the relevant interest includes the lending of money and he has authority to exercise his powers as the holder of the relevant interest only by reason of a security given for the purposes of a transaction entered into in the ordinary course of business in connexion with the lending of money; (ii) if the relevant interest is that of a person who has it by reason of his holding a prescribed office; (iii) if the ordinary business of the person who has the relevant interest includes dealing in securities within the meaning of the Securities Industry Act1975 and he has authority to exercise his powers as the holder of the relevant interest only by reason of instructions given to him by or on behalf of another person to dispose of that share on behalf of that person in the ordinary course of business; or (iv) if the share is subject to a trust , the relevant interest is that of a trustee and a beneficiary is deemed, by subsection ( 6), to have that relevant interest by virtue of a presently enforceable and unconditional right referred to in paragraph ( b) of that subsection; and

Companies Act Amendment Act 1975, No. 71 711 (b) for the purposes of Division 3A of Part IV and of Part VIB, if the relevant interest is that of a person who has it by reason of his having been appointed as a proxy or representative to vote at a meeting of members, or a class of members, of a corporation. (8) A relevant interest in a share shall not be disregarded by reason only of- (a) its remoteness; or (b) the manner in which it arose.". 5. Amendment of s. 7. Administration of Act. Section 7 of the Principal Act is amended- (a) by in subsection (2) omitting the expression " sections 76 and 100 " and substituting the expression " section 76 "; (b) by repealing subsection (4); (c) by, in subsection (5) after the words " employees shall ", inserting the words " be under the direction of the Commissioner and shall "; (d) by repealing subsection (6) and substituting the following subsection :- " (6) For the purpose of ascertaining whether the provisions of this Act or of a corresponding previous enactment have been or are being complied with, the Commissioner or a person authorized by him- (a) may inspect any books required by or under this Act or a corresponding previous enactment to be kept by, or by a person in respect of, a corporation (whether or not the corporation has been dissolved); and (b) may, where the Commissioner considers it necessary to inspect books kept by a banker who acts, or has acted, as banker to the corporation, inspect books kept by that banker that relate to the corporation (whether or not the corporation has been dissolved)."; (e) by in subsection (7) omitting the expression " subsection (6) of ( th7ics)s"e;ction " and substituting the expression " subsection (6) or subsection (f) by repealing subsection (7A) and substituting the following subsections:- " (7A) The Commissioner or a person authorized by him shall not make an inspection in pursuance of subsection (6) of books kept. by a banker relating to a corporation unless the Commissioner or other person has served on the banker notice in writing to the effect that he intends to inspect books kept by the banker that relate to the corporation named in the notice. (7B) Where under a provision of a declared law corresponding to subsection (6), a person is authorized to inspect any book required by or under that declared law to be kept by a corporation or a book kept by a banker who acts as banker to a corporation, the person- (a) shall have the same powers in Queensland in relation to any such book in Queensland as he would have had if he had been authorized under subsection (6), the reference in that subsection to this Act were a reference to that declared law and the book were a book referred to in that subsection; and

712 Companies Act Amendment Act 1975, No. 71 (b) shall not exercise those powers in Queensland unless he has made a declaration under a provision of a declared law corresponding to subsection (7) and, in relation to books kept by a banker, has given- a notice under a provision of a declared law corresponding to subsection (7A). (7c) The powers that a person has under the declared law of a participating State that, by reason of subsection (7B), may be exercised in Queensland, may be exercised by the Commissioner or a person authorized by him where, in any particular case, the corresponding interstate officer of the participating State has authorized the Commissioner or person so to do."; (g) in subsection (8)- (i) by omitting the words " Subject to this section, a person " and substituting the words "A person "; (ii) by in paragraph (a) omitting the expression " subsection (7A) " and substituting the expression " subsection (7B) "; (iii) in paragraph (a) omitting the words " the declared law " and substituting the words " a declared law "; and (iv) by omitting paragraph (b) and substituting the following paragraph:- (bb)) who, except for the purposes of this Act or in the course of any criminal proceedings or proceedings under this Act, after making such a declaration, makes a record of, or divulges or communicates to any other person, any information which he has acquired by reason of such an inspection,"; (h) by in subsection (8A) after the expression " subsection (8) of this section to ", inserting the words " divulge or "; (i) by repealing subsections (9) and (10) and substituting the following subsections:- " (9) An officer of a corporation, person required to keep any books in respect of a corporation or a banker, on being required by the Commissioner or a person authorized by him shall produce any book to which the requirement relates. Penalty: $200. (9A) An officer of a corporation, person required by or under a declared law to keep any books in respect of a corporation or a banker , on being required in Queensland by a person authorized under a provision of a declared law corresponding to subsection (6) or a person authorized under subsection (7c), shall produce any book to which the requirement relates. Penalty: $200. (9B) An officer of a corporation, person required to keep any books in respect of a corporation or a banker, on being required by the Commissioner or a person authorized by him, shall state where , to the best of his knowledge and belief, a book is at the time the request is made. Penalty: $200. (9c) An officer of a corporation, person required by or under a declared law to keep any books in respect of a corporation or a banker ,' on being required in Queensland by a person authorized under a provision of a declared law corresponding to subsection

Companies Act Amendment Act 1975, No. 71 713 (6) or a person authorized under subsection (7c), shall state when, to the best of his knowledge and belief, a book is at the time the request is made. Penalty: $200. (10) A corporation, officer of a corporation, person required to keep any books -in respect of a corporation or a banker shall not obstruct or hinder the Commissioner or a person authorized by him while exercising a power under subsection (6). Penalty: $200. (10A) A corporation, officer of a corporation, person-required by or under a declared law to keep any books in respect of a corporation or a banker shall not in Queensland obstruct or hinder a person authorized under a provision of a declared law corresponding to subsection (6) or a person authorized under subsection (7c) while exercising a power under subsection (7B). Penalty: $200."; (j) by- (i) renumbering subsection (11) as paragraph (a) thereof; (ii) renumbering subsection (12) as paragraph (b) of subsection (11); (iii) in paragraph (b) of subsection (11) (as so renumbered) after the words " increased or reduced ", inserting the words " or omitted "; and (iv) in subsection (11) after paragraph (b), inserting the following paragraph:- " (c) The Governor in Council may, by Order in Council, amend this Act by omitting the Second Schedule and by substituting a Second Schedule specifying the fees referred to in paragraph (a)."; (k) by renumbering subsection (13) as subsection (12); and (1) by inserting after subsection (12) (as so renumbered) the following subsection:- " (13) There may be issued and applied out of the Consolidated Revenue Fund such amounts as are necessary to give effect to any agreement between the participating States relating to the apportionment of any fees or payments with respect to refunds and the Consolidated Revenue Fund is hereby appropriated accordingly.". 6. Amendment of s. 9. Company auditors and liquidators . Section 9 of the Principal Act is amended- (a) by- (i) renumbering subsection (7) as subsection (1); (ii) in that subsection (as so renumbered) omitting the words " Any person " and substituting the expression " Subject to subsection (2), any person "; and (iii) by in the said subsection omitting. the words " such practical experience in accounting and auditing as the Board deems sufficient, be entitled on payment of the prescribed fee to be registered as a company auditor or, if he is a registered company auditor, to the renewal of his registration " and substituting the words " sufficient practical experience in accountancy and has the ability to act as a company auditor, be entitled on payment of the prescribed fee to be registered as a company auditor "; 24

714 Companies Act Amendment Act 1975. No. 71 (b) by repealing subsections (?A), (8), (8A), (9), (9A), (9B), (10), (11), (12), (13), (13A), (14), (15), (15A), (16A), (17) and (19) and inserting after subsection (1) (as so renumbered) the following subsections:- "(IA) A person who is registered under the Public Accountants Registration Act 1946-1975 as a public accountant shall. notwithstanding subsections (1), (2), (3), (4), (6), (7) and (8) but subject to this section (not including the said subsections), be entitled, without application and without payment of any fee, to be registered and where so registered, to renewal of registration as a company auditor and a liquidator. (2) The Board may refuse to register as a company auditor a person who is not resident in a State or Territory of the Commonwealth. (3) A registered company auditor may apply to the Board for registration as a liquidator and, subject to subsection (4), the Board, if satisfied as to his experience and ability shall, on payment of the prescribed fee, register that person as a liquidator. (4) The Board may refuse to register as a liquidator a person who is not resident in a State or Territory of the Commonwealth. (5) A person qualified to be appointed as a registered company auditor may apply to the Board for registration as a liquidator in respect of the winding up of a specified corporation and, subject to subsection (4), the Board if satisfied- (a) as to the experience and ability of that person; (b) that the nature of the property or business of the corporation or the interests of the creditors or contributories generally so require; and (c) that the prescribed fee has been paid, shall register that person as a liquidator in respect of that corporation. (6) Subject to subsection (7), a person who is a registered company auditor or registered liquidator shall, on payment of the prescribed fee, be entitled to renewal of his registration. (7) The Board may refuse to renew the registration of a registered company auditor or registered liquidator who- (a) is not resident in a State or Territory of the Common- wealth; or (b) does not at least three months before his registration ceases to be in force apply to the Board for renewal of his registration and pay to the Board the prescribed fee. (8) A registration and a renewal of registration of a registered company auditor or registered liquidator shall be in force until the thirty-first day of March in the year following the year in which the registration or renewal is effected. (9) The Board after giving notice to a person who is a registered company auditor or a registered liquidator may inquire into the conduct, character and ability of that person, subject to his being given an opportunity of being heard. (10) For the purposes of an inquiry under subsection (9), the Chairman of the Board may by notice in the prescribed form require a person to appear at the inquiry and give evidence on oath or affirmation (which the Chairman is hereby authorized to

Companies Act Amendment Act 1975, No. 71 715 administer ) as to a matter in relation to the subject-matter of the inquiry and the notice may require the production of books in the custody or under the control of that person. (11) If, at an inquiry under subsection ( 9), a person who is a registered company auditor or a registered liquidator is found to have been guilty of conduct discreditable to an auditor or liquidator , as the case may be , or is found to be incapable of performing the duties of a registered company auditor or registered liquidator , as the case may be , the Board may, as it'thinks fit, punish or deal with him in any one or more of the following ways:- (a) cancel his registration and order the removal of his name from the register; (b) suspend his registration for a period not exceeding one year; (c) impose on him a fine not exceeding $1,000; (d) admonish or reprimand him; (e) require him to give an undertaking to abstain from some specific conduct; (f) require him to pay within a specified time the costs of and incidental to the inquiry by the Board. (12) The Board shall give to the registered company auditor or registered liquidator to whom a decision of the Board under subsection (11) relates , notice of that decision. (13) The Board may, in an inquiry under subsection (9), find- (a) that a failure to pay costs required to be paid under paragraph (f) of subsection ( 11) or a fine imposed under paragraph (c) of that subsection; or (b) that a failure to honour an undertaking referred to in paragraph ( e) of that subsection, is conduct discreditable to an auditor or liquidator, whether or not, in a case referred to in paragraph ( a), the amount payable has been recovered under subsection (15). (14) In addition to its other powers under this section the Board may , where it is satisfied in relation to a registered company auditor or registered liquidator- (a) that his registration has been cancelled and his name removed from the register or his registration has been suspended in another State or in a Territory of the Commonwealth; and (b) that either an appeal against the cancellation or suspension has been disallowed or the time for appealing against the cancellation or suspension has expired without an appeal having been made, cancel his registration and order the removal of his name from the register or suspend his registration in the State for a period not exceeding one year. (15) The amount of a fine or costs imposed under subsection (11) may be recovered in a court of competent jurisdiction as a debt due to the Crown. (16) A person aggrieved by a decision of the Board under this section may within one month from the date of his receiving notice of the decision or from the expiration of one week after

716 Companies Act Amendment Act 1975, No. 71 the decision was made, whichever first occurs, appeal to the Court from the decision and the Court may, upon the hearing of the appeal, if it thinks fit, confirm, vary or reverse the decision and, if it thinks fit, may direct the Board to register, or renew the registration, of a person whom the Board has refused-to register or whose registration the Board has refused to renew. (17) A decision of the Board cancelling suspending or refusing to renew the registration of a registered company auditor or registered liquidator takes effect upon his being notified of the decision or after seven days after the decision is made, whichever first occurs. (18) Where the registration of a person has been cancelled under this section that person shall not again be registered as a company auditor or liquidator without the express direction of the Board or of the Court. (19) A person who is, or is for the time being, exercising the powers and performing the duties of, the Auditor-General of the Commonwealth or of a State or Territory of the Common- wealth shall be deemed to be a registered company auditor for the purposes of this and any other Act."; (c) by- (i) renumbering subsection (16) as subsection (20); and (ii) in that subsection (as so renumbered) omitting the expression " subsection (10) " and substituting the expression " subsection (1A) "; and (d) by renumbering subsection (18) as subsection (21). 7. Amendment of s. 12 . Registers , etc. Section 12 of the Principal Act is amended- (a) by repealing subsection (2) and substituting the following subsections:- (2) A person may, on payment of the prescribed fee- (a) inspect any document filed or lodged with the Commissioner; (b) require a certificate of the incorporation of any company or any other certificate issued under this Act to be given by the Commissioner; or (c) require a copy of or extract from any document kept by the Commissioner to be given or given and certified by the Commissioner. (2w) If a transparency or reproduction of a document is produced for inspection, a person shall not be entitled pursuant to paragraph (a) of subsection (2) to require the production of the original of that document. (2s) The reference in paragraph (c) of subsection (2) to a document ingludes, where a reproduction or transparency of that document hits been incorporated with a register kept by the Commissioner, a reference to that reproduction or transparency and where such a reproduction or transparency has been so incorporated a person shall not be entitled pursuant to that paragraph to a copy of or extract from the original of that document."; (b) by in subsection (5) at the end thereof, adding the words " or, where the document has not been duly completed, that a supplementary document in the prescribed form be lodged "; and

Companies Act Amendment Act 1975, No. 71 717 (c) in subsection (7)- (i) by omitting the expression " the Commissioner may, if in his opinion it is no longer necessary or desirable to retain them, destroy " and substituting the expression " the Commissioner may, if in the opinion of the Commissioner it is no longer necessary or desirable to retain them, destroy or dispose of "; (ii) by omitting the expression " ten years " (where occurring in subparagraph (i) of paragraph (a)) and substituting the expression " two years "; (iii) by omitting the expression " ten years " (where twice occurring in subparagraph (ii) of paragraph (a)) and substituting the expression " seven years "; (iv) by omitting the word " or " (where occurring after subparagraph (iii) of the said paragraph); and (v) by after paragraph (b), inserting the following word and paragraph:- "; or (c) any document a transparency of which has been incorporated with a register kept by the Commissioner.". 8. Amendment of s. 13 . Re-lodging of lost registered documents. Section 13 of the Principal Act is amended- (a) by in subsection (1) omitting the words " or destroyed " and substituting the expression " or has been destroyed otherwise than pursuant to paragraph (c) of subsection (7) of section 12 "; and (b) by after subsection (6), inserting the following subsection:- " (7) Where a transparency of a document referred to in subsection (1) has been incorporated with a register kept by the Commissioner and is lost or destroyed as referred to in that subsection the foregoing provisions of this section shall have effect as if the document of which it is a transparency had been so lost or destroyed.". 9. Amendment of s. 14. Formation of companies . Section 14 of the Principal Act is amended by in subsection (3) omitting paragraph (a) and substituting the following paragraph:- (a) in the case of- (i) an association or partnership formed for the purpose of carrying on the profession or calling of accountancy; or (ii) an association or partnership formed for the purpose of carrying on any other profession or calling declared by Proclamation to be a profession or calling that is not customarily carried on in the Commonwealth by a corporation, of more than 100 persons;". 10. Repeal of s. 18 ( 4). Requirements as to memorandum . Subsection (4) of section 18 of the Principal Act is repealed. 11. Amendment of s. 20. Ultra vires transactions . Section 20 of the Principal Act is amended by in paragraph (c) of subsection (2) omitting the words " Crown Law Officer " and substituting the word Minister ". 12. Amendment of s. 22. Names of Companies. Section 22 of the Principal Act is amended- (a) by repealing subsection (IA);

718 Companies Act Amendment Act 1975, No. 71 (b)'in subsection (7)- (i) by omitting the word " or " (where occurring after paragraph (b)); and (ii) by renumbering paragraph (bl) and paragraph (c) as paragraph (c) and paragraph (d) respectively. (c) by in subsection (7A) omitting the words " the company " and substituting the words " a company "; (d) in subsection (7a)- (i) by omitting the expression " Within twelve months after the commencement of section 7 of the Companies Act Amendment Act1974 or such longer period as is prescribed (whether before or after the expiry of that twelve months) a person " and substituting the words " A person "; and (ii) by omitting the expression " (being a company which was incorporated before that commencement) "; (e) by after subsection (8A) inserting the following subsections:- " (8AA) Notwithstanding that a name could be reserved in respect of an intended company or company under subsection (8), if the application in respect of that intended company or company under subsection (7) specifies in accordance with subsection (8A) that the intended company or company intends to carry on business or carries on business in a participating State the name shall not be reserved unless the corresponding interstate officer informs the Commissioner that the name is acceptable in that State. (8Aa) Where an application is made in a participating State for the reservation of a name under a provision of a declared law which corresponds to subsection (7) and the applicant has specified in accordance with a provision of the declared law corresponding to subsection (8A) that the company intends to carry on or carries on business in this State and the application is referred to the Commissioner by the corresponding interstate officer for advice as to whether the name is acceptable in this State, the Commissioner shall inform the corresponding interstate officer that the name is acceptable in this State if- (a) the name- (i) is not, in the opinion of the Commissioner, undesirable; and (ii) is not a name or a name of a kind that the Minister has directed the Commissioner not to accept under subsection (1); or (b) the Minister has consented to the name being acceptable in this State."; (f) by in subsection (8s), after the words " Commissioner shall ", inserting the words ", on payment of the prescribed fee,"; (g) by repealing subsections (8c) and (8D) and substituting the following subsections:- " (8c) Where the name of a company has been reserved in a participating State pursuant to the provisions of a declared law corresponding to subsection (8E) as the result of a notification having been sent to the corresponding interstate officer under subsection (8s) and- (a) the name subsequently ceases to be reserved in this . State; and

Companies Act Amendment Act 1975, No. 71 719 (b) the intended company is not incorporated or is incorporated under a name other than the name notified under subsection ( 8B) (as the case may be), the Commissioner shall so notify the corresponding interstate officer. (8D) Where the name of a company has been reserved in a participating . State pursuant to the provisions of a declared law corresponding to subsection ( 8E) as the result of a notification having been sent to the corresponding interstate officer under subsection ( 7B) or subsection ( 8B) and the company concerned-- (a) is dissolved; or (b) changes its name to a name other than . the name which was so notified, the Commissioner shall notify the corresponding interstate officer of the dissolution of the company or that the company has so changed its name."; (h) by, after subsection ( 8D), inserting the following subsectior :- " (8DA) A company which is not - carrying on business in a participating State in which its name has been reserved pursuant to a provision of a declared law corresponding to subsection (8E) may notify the Commissioner that it no longer desires that its name be reserved in that State and the Commissioner shall so notify the corresponding interstate officer of that State."; (i) by in subsection ( 8E) omitting the expression " or subsection (8D) "-and substituting the expression ", subsection ( 8D) or subsection (8DA) "; , (j) by, after subsection ( 8E), inserting the following subsection:- " (8EA) Where the Commissioner has not reserved a name of a recognised company under subsection ( 8E) prior to the commencement of section 12 of the CompaniesAct AmendmentAct1975 the name of that company shall be deemed to be reserved under subsection (8E) for the purposes of this Act from the commencement of that section if- (a) the name of the company was approved under subsection (1) or subsection (3) of section 343E as in force prior to that commencement; or (b) the company immediately before it became a recognised company was a registered foreign company.": (k) by in subsection ( 11) omitting the words " recognised company " (where twice occurring); (I) by, after subsection ( 11), inserting the following subsection:- " (12) Where an applicant for the reservation of a name under subsection (7) has paid a fee in respect of the notification of a name under subsection (8B) and during the period for which that name is reserved the Commissioner is notified by the applicant that it is not intended to proceed with the incorporation of the intended company or that it is not intended that the company will change its name , the applicant shall be entitled to a refund of half the amount of that fee and the name shall cease to be reserved."; and (m) by omitting the words "Crown Law Officer" (wherever occurring) and substituting the word " Minister ".

720 Companies Act Amendment Act 1975, No. 71 13. 'Amendment of s.73. Change of Name . Section 23 of the Principal Act is amended- (a) by omitting the words " Crown Law Officer " (wherever occurring) and substituting the word " Minister "; and (b) by repealing subsections (5) and (6). 14. Amendment of s. 24. Omission of " Limited " in name of charitable and other companies . Section 24 of the Principal Act is amended- (a) by omitting the words " Crown Law Officer " (wherever occurring) and substituting the word " Minister ": (b) by repealing subsection (4A) and substituting the following subsection:- "(4A) The Minister may, in a licence issued to a company under this section or by notice in writing served on a company in respect of which a licence under this section or under a corresponding previous enactment is in force, exempt the company from complying with such of the provisions of this Act as are specified in the licence or notice relating to the lodging of annual returns and of returns of particulars of directors, managers and secretaries."; and (c) by adding at the end of the section the following subsection:- " (6) Where a licence issued under this section or under a corresponding previous enactment is revoked, a provision of the memorandum of the company that was inserted in compliance with a condition upon which the licence was issued may be altered in the same manner as an alteration of the provisions of that memorandum with respect to the objects of the company may be made and section 28 applies to a proposal for such an alteration accordingly.". 15. Amendment of s. 25. Change of status of company . Section 25 of the Principal Act is amended by in paragraph (d) of subsection (8) omitting the word render " and substituting the words " to render ". 16. Amendment of s. 27. Default in complying with requirements as to proprietary companies . Section 27 of the Principal Act is amended- (a) by repealing subsections (1) and (2) and substituting the following subsections:- 4' (1) Where, on the application of the Commissioner with respect to a proprietary company or of any member or creditor of a proprietary company, the Court is satisfied that default has been made in relation to the company in complying with a prohibition of a kind specified in paragraph (c) or (d) of subsection (1) of section 15 that is included, or is deemed to be included, in the memorandum or articles of the company the Court may by order determine that, on such date as the Court specifies in its order, the company ceased to be a proprietary company. (2) Where- (a) default has been made in relation to. a proprietary company in complying with a limitation of a kind specified in paragraph (b) of subsection (1) of section 15 that is included, or is deemed to be included, in the memorandum or articles.of the company;

Companies Act Amendment Act 1975, No. 71 721 (b) a proprietary company has been convicted of an offence under subsection (7) of this section ; (c) the memorandum or articles of a proprietary company have been so altered that they no longer include restrictions, limitations or prohibitions of the kind specified in subsection (1) of section 15; or (d) a proprietary company has ceased to have a share capital, the Commissioner may by notice served on the company determine that, on such date as is specified in the notice, the company ceased to be a proprietary company."; (b) by in subsection (4) omitting the expression ", alteration or non-inclusion " and substituting the words " or alteration "; (c) by omitting from subsection (7) the second paragraph (being the paragraph commencing with the expression " This subsection shall not apply "); and (d) by in subsection (8) omitting the words "in the case of a proprietary company default is made in complying with any of the provisions which are required under subsection (1) of section fifteen to be included in the memorandum or articles of a proprietary " and substituting the words " default is made in relation to a proprietary company in complying with any restriction, limitation or prohibition of a kind specified in subsection (1) of section 15 that is included, or deemed to be included, in the memorandum or articles of the ". 17. Amendment of s. 29. Articles of association . Section 29 of the Principal Act is amended- (a) by in subsection (2) after the expression " numbered paragraphs;", inserting the word " and "; and (b) by omitting the expression and paragraph- " address ; and (d) bear the same stamp as if they were contained in a deed." and substituting the expression " address.". 18. Amendment of s. 37. Requirement to issue form of application for shares or debentures with a prospectus . Section 37 of the Principal Act is. amended- (a) by in subsection (1) omitting the expression ` a prospectus which complies with the requirements of this Act " and substituting the expression " a prospectus a copy of which has been registered by the Commissioner "; and (b) by in subsection (2) after the word " issued " (where twice occurring), inserting the expression " , circulated or distributed ". 19. Amendment of s. 38 . As to invitations to the public to lend money to or to deposit money with a corporation . Section 38 of the Principal Act is amended- (a) by in subsection (1) omitting the words " or proposed corporation "; (b) in subsection (7)- (i) by in paragraph (b) omitting the words " Governor in Council " and substituting the word " Minister "; and (ii) by in paragraph (c) omitting the words " Governor in Council " and substituting the word " Commissioner ":

722 Companies Act Amendment Act 1975, No. 71 (c) by after subsection (7) inserting the following subsection- " (7A) The Minister may, by notice in the Government Gazette, vary or revoke a declaration made under paragraph (b) of subsection (7)."; (d) in subsection (8)- (i) by omitting the words " Governor in Council " and substituting the word " Commissioner "; and (ii) by in paragraph (b) omitting the words " this section " and substituting the expression " paragraph (c) of subsection (7) or under this subsection "; (e) in subsection (10)- (i) by omitting the word " existing " (where twice occurring); and (ii) by omitting the words " trust deed and any such document issued after the commencement of that Act may " and substituting the words " trust deed issued or executed before that commencement and for the time being in force and any such document issued after that commencement shall "; and (f) by after subsection (11) inserting the following subsection:- " (12) The prospectus and a document issued in connexion with or in relation to the prospectus, shall describe or refer to the document mentioned in subsection ('11) in the manner required or authorized by the Commissioner and shall so describe or refer to the document without any addition to or qualification of the description or reference other than any addition that the Commissioner may approve or require in order to indicate the priority of the indebtedness that the document is to evidence.". 20. Amendment of s. 39 . Contents of prospectuses . Fifth Schedule. Section 39 of the Principal Act is amended- (a) by renumbering subsection (4) as subsection (5); (b) by renumbering subsection (5) as subsection (6); (c) by inserting after subsection (3), the following subsection:- " (4) Where a prospectus relating to any shares in or debentures of a corporation is issued and the prospectus does not comply with the requirements of this Act, each director of the corporation and other person responsible for the prospectus shall be guilty of an offence against this Act. Penalty: $2,000."; and (d) by repealing subsection (6) and substituting the following subsection:- " (7) Nothing in this section shall limit or diminish any liability which any person may incur under any rule of law or any enactment or under this Act apart from subsection (4) of this section.". 21. New ss . 40, 40A , 408. Section 40 of the Principal Act is repealed and the following sections substituted:- " 40. Certain notices, etc ., not to be published . (1) In this section- notice " includes a circular and an advertisement but does not include a registered prospectus or a report, statement, notice, circular or advertisement the publication of which is permitted under section 40A;

Companies Act Amendment Act 1975, No. 71 723 "publish " includes issue . circulate , disseminate and distribute and cognate expressions have a corresponding meaning; " registered prospectus " includes a prospectus registered under a declared law of a participating State; " statement " includes matter that is not writing but by reason of the form or context in which it appears conveys a message. (2) A reference in this section to the publishing of a notice is a reference to the publishing in the State of the notice by any means, including the publishing in a newspaper or periodical, by broadcasting or televising or in a film. (3) Subject to subsection (4), a person shall not publish a notice that- (a) offers to the public for subscription or purchase shares in, or debentures of, a corporation or proposed corporation; (b) invites the public to subscribe for or purchase shares in, or debentures of, a corporation or proposed corporation; or (c) refers or calls attention , whether directly or indirectly to- (o) a.prospectus; (ii) an offer or intended offer to the public for subscription or purchase of shares in or debentures of a corporation ; (iii) an invitation or intended invitation to the public to subscribe for or purchase shares in or debentures of a corporation; or (iv) another notice that refers or calls attention, whether directly or indirectly, to a prospectus or such an offer, intended offer, invitation or intended invitation, not being a notice referred to in subsection (4). (4) Subsection (3) does not apply to or with respect to the publishing of a notice that refers to a registered prospectus and- (a) states that allotments of or contracts for the subscription for or purchase of shares or debentures to which the prospectus relates will be made only on receipt of a form of application referred to in and attached to a copy of the prospectus but contains no other statements other than statements as to any or all of the following:- (i) particulars of the shares in or debentures of the corporation or proposed corporation to which the prospectus relates; (ii) the name of the corporation or proposed corporation, the date of its incorporation and the amount of its paid-up capital ; (iii) the, general nature of the main business of the corporation or proposed corporation; (iv) the names, addresses and occupations of the directors of the corporation or proposed corporation; (v) the name and address of each broker and underwriter to the issue and the name of the Stock Exchange of which each broker or underwriter is a member:

724 Companies Act Amendment Act 1975, No. 71 (vi) where the prospectus relates to debentures, the name and address of the trustee for the debenture holders; (vii) the time and place at which copies of the prospectus and forms of applications for the shares or debentures to which it relates may be obtained; (viii) the period during which the invitation contained in the prospectus is open; (b) is published by the holder of a dealers licence or an investment advisers licence or by a recognized dealer or recognized investment adviser within the meaning of the Securities Industry Act1975 but contains no other statements other than statements as to any or all of the matters referred to in paragraph (a) and a statement as to- (i) whether or not the person publishing the notice recommends acceptance of the invitation to which the prospectus relates; and (ii) the interest (if any) that the person publishing the notice has in the success of the invitation to which the prospectus relates being an interest the person has as underwriter or sub-underwriter to the issue of the shares or debentures to which the prospectus relates or an interest, within the meaning of section 5 of the SecuritiesIndustryAct1975 in those shares or debentures; or (c) is published by the holder of a dealers licence or an investment advisers licence or by a recognized dealer or recognized investment adviser within the meaning of the Securities Industry Act1975 and is accompanied by a copy of the prospectus. (5) The inclusion in a notice of a statement required by this or any other Act or law to be included in the notice does not affect the operation of subsection (4). (6) A person shall not contravene or authorize or permit an act that constitutes a contravention of this section. Penalty: $2,000. (7) Where a notice relating to a corporation is published in contravention of this section by or with the authority or permission of an officer of the corporation, the corporation is guilty of an offence under this Act. Penalty : $2,000. 40A. Certain reports referring to prospectuses not to be published . (1) In this section, unless the contrary intention appears- " publish " and cognate expressions have the same meaning as in section 40; " registered prospectus " has the same meaning as in section 40; " report " includes a statement, notice, circular and an advertisement, whether or not in writing but does not include a notice, circular or advertisement the publication of which is permitted under section 40.

Companies Act Amendment Act 1975, No. 71 725 (2) A reference in this section to the publishing of a report is a reference to the publishing in the State of the report by any means , including the publishing in a newspaper or periodical, by broadcasting or televising or in a film. (3) Subject to subsection ( 4), a person who is aware that a prospectus relating to an issue of shares or debentures- (a) is in course of preparation by or on behalf of a corporation or in respect of a proposed corporation, for registration in a State or in a Territory of the Commonwealth; or (b) has been issued by- or on behalf of a corporation or in respect of a proposed corporation, shall not publish a report that is reasonably likely to induce persons to apply for those shares or debentures. (4) Subsection (3) does not apply to or with respect to the publishing of a report that- (a) relates to the affairs of a corporation listed on a prescribed Stock Exchange and- (i) is published only to that Stock Exchange or an officer of that Stock Exchange on behalf of the corporation or by or on behalf of one or more of the directors of the corporation; or (ii) has been so published; (b) is a report of the whole or part of the proceedings at a general meeting of a corporation listed on a prescribed Stock Exchange and contains no other matter other than matters laid before that meeting; (c) relates to a corporation and is published by or on behalf of a corporation or by or on behalf of one or more of the directors of the corporation and- (i) does not ' contain matter that materially affects the affairs of the corporation other than matter previously made available in a registered prospectus , annual report or a report referred to in paragraph (a) or (b); (ii) does not contain a reference , whether directly or indirectly, to an invitation to the public to subscribe for or purchase shares or debentures that when the report is published, is open or is intended to be made , not being a reference to the principal business of the corporation in a case where the principal business of the corporation is the borrowing of money and the provision of finance;, and (iii) is not accompanied by a registered prospectus or a notice described in subsection ( 3) of section 40 and the corporation and its directors have taken all reasonable steps to ensure that the report is not published in a form or manner in which it might be associated with a notice described in subsection (3) of section 40; (d) is published on behalf of a corporation by or on behalf of the directors of a corporation or of a proposed corporation with the consent of the Commissioner;

726 Companies Act Amendment Act 1975 , No. 71 (e) is a news report (whether or not with other comment) or is bona fide comment published in a newspaper or periodical or by broadcasting or televising by a person relating to- (i) a registered prospectus or information contained in a registered prospectus; or (ii) a report referred to in paragraph (a), (b), (c) or (d). if none of the following- (iii) that person; (iv) an agent or employee of that person; (v) where the report or comment is published in 'a newspaper or periodical, the publisher of the newspaper or periodical; or (vi) where the report or comment is published by broadcasting or televising, the licensee of the broadcasting or television station by which it is published, receives or is entitled to receive any consideration or other benefit from a person who has an interest in the success of the issue of shares or debentures to which the report or comment relates as an inducement for or as the result of the publication of the report or comment; '(f) is not published by a person- (i) by or on behalf of a corporation to which the report relates or whether directly or indirectly at the instigation of or by arrangement with the corporation or the directors of the corporation; (ii) by or on behalf of the directors or promoters of a proposed corporation to which the report relates; or (iii) by or on behalf of a person who has an interest in the success of the issue of shares or debentures to which the report relates, and the first-mentioned person does not receive and is not entitled to receive any consideration or other benefit from the corporation or any of the directors of the corporation or any of the directors or promoters of the proposed corporation, or from a person mentioned in subparagraph (iii) as an inducement for or as the result of the publication of the report; or (g) contains only matter that is prescribed matter for the purpose of this subsection or that relates only to a corporation that is, or is included in a class that is, prescribed for the purposes of this subsection. (5) A person shall not contravene or authorize or permit an act that constitutes a contravention of this section. Penalty: $2,000. (6) Where a report relating to a corporation is published in contravention of this section by or with the authority or permission of an officer of the corporation, the corporation is guilty of an offence under this Act. Penalty: $2,000.

Companies Act Amendment Act 1975, No. 71 727 40B. Evidentiary provisions , etc. (1) In this section- notice " means a notice within the meaning of section 40 or a report within the meaning of section 40A; " publish " and cognate expressions have the same meaning as in section 40. (2) A person who publishes a notice relating to a corporation or proposed corporation after he has received a certificate that- (a) specifies the names of two directors of the corporation or two proposed directors of the proposed corporation and is signed by these directors or proposed directors; and (b) is to the effect that, by reason of subsection (4) of section 40 or subsection (4) of section 40A, section 40 or 40A, as the case may be, does not apply to the notice, is not guilty of an offence under section 40 or 40A, as the case may be. (3) Where a notice to which a certificate under subsection (2) relates is published, each director or proposed director who signed that certificate shall, for the purposes of sections 40 and 40A, be deemed to have published the notice. (4) A person who publishes a notice to which a certificate under subsection (2) relates shall, if the Commissioner requires him to do so, forthwith deliver the certificate to the Commissioner. Penalty: $1,000. (5) In proceedings for an offence under section 40 or 40A, a certificate relating to a notice that purports to be a certificate under this section is prima facie evidence that- (a) when the certificate was issued, the persons named as such in the certificate were directors of the corporation or proposed directors of the proposed corporation, as the case may be; (b) the signatures in the certificate purporting to be the signatures of the directors or proposed directors, as the case may be, are those signatures; and (c) the publication of the notice was authorized by those directors or proposed directors, as the case. may be. (6) Nothing in section 40, 40A or this section limits or diminishes the liability that a person may incur, otherwise than under section 40, 40A or this section, under any rule of law or under any other enactment.". 22. Amendment of s. 42 . Registration of prospectus . Section 42 of the Principal Act is amended by inserting in subsection (1), after the word " issued ", the expression ", circulated or distributed ". 23. Amendment of s. 44. Allotment of shares and debentures where prospectus indicates application to list on stock exchange . Subsection (3) of section 44 of the Principal Act is amended- (a) by inserting after the word " Where " the words " in relation to any shares or debentures "; (b) by omitting the words " Crown Law Officer " and substituting the word " Minister "; and .

728 Companies Act Amendment Act 1975, No. 71 (c) by omitting the expression " corporation from compliance with all or any of the requirements of subsection (1) or subsection (2) " and substituting the expression " allotment of the shares or debentures from the operation ". 24. Amendment of s. 54. Return as to allotments . Section 54 of the Principal Act is amended- (a) by repealing subsection (7); and (b) by renumbering subsection (8) as subsection (7). 25. Amendment of s. 57. Share warrants .. Section 57 of the Principal Act is amended- (a) by omitting the expression " (1) A company " and substituting the expression " A company "; and (b) by repealing subsections (2), (3) and (4). 26. Amendment of s. 60. Issue of shares at premium . Section 60 of the Principal Act is amended- (a) by in subsection (2) omitting paragraphs (d), (e) and (f) and substituting the following paragraphs:- (d) in the case of a company that carries on life insurance business in the Commonwealth by appropriation or transfer to any statutory fund established and maintained pursuant to the provisions of any law of the Commonwealth relating to life insurance. (e) in writing off- (i) the preliminary expenses of the company; or (ii) the expenses of, or the commission or brokerage paid or discount allowed on, any issue of shares or debentures of the company; or (f) in providing for the premium payable on redemption of debentures or redeemable preference shares."; and (b) by repealing subsection (3). 27. Amendment of s. 64. Special resolution for reduction of share capital . Section 64 of the Principal Act is amended- (a) by in subsection (4) omitting the expression beginning with - the words " and may by order- " and ending at the end of the subsection; (b) by repealing subsection (6) and substituting the following subsection:- " (6) Upon the registration by the Commissioner of an office copy of the order the resolution for reducing share capital as confirmed by the order shall take effect."; (c) in subsection (8)- (i) by omitting the word " lodging " and substituting the word " registration "; and (ii) by omitting the expression " and any addition ordered by the Court to be made to the name of the company shall (in the case of any addition to the name, for such period as is specified in the order of the Court) be deemed to be alterations " and substituting the words " shall be deemed to be an alteration "; (d) by in paragraph (a) of subsection (9) omitting the word " lodging " and substituting the word " registration "; and

Companies Act Amendment Act 1975, No. 71 .729 (e) in subsection (14)- (i) by inserting, after the expression " The Building Units Titles Act of 1965 ", the expression " or a group titles plan registered under the Group TitlesAct1973 "; (ii) by omitting the words " building units " ( where secondly occurring); (iii) by inserting , after the words " that building units plan ", the words " or group titles plan "; and (iv) by omitting the words " be regarded as having been or as being " and substituting the words " constitute, and shall be deemed never to have constituted,". 28. New s . 64A. After section 64 there is inserted the following section:- " 64A. Return of division or conversion of shares . (1) Where shares in a company which were formerly not divided into classes are so divided or where shares of one class are converted into shares of another class, the company shall, within one month after the division or conversion, lodge with the Commissioner a return in the prescribed form showing particulars of the division or conversion. (2) In the event of a default in complying with subsection (1), the company,.and each officer of the company who is in default, is guilty of an offence against this Act. Penalty: $100. Default penalty.". 29. Amendment of s. 69A. Application and interpretation of Division. Section 69A of the Principal Act is amended- (a) by renumbering subsection (3) as subsection (4); (b) by renumbering subsection (4) as subsection (5); and (c) by inserting after subsection (2), the following subsection:- " (3) The Minister may by order published in the Gazette revoke or vary a notice published under subsection (2).". 30. Amendment of s. 69B .. Persons obliged to comply with Division. Section 69n of the Principal Act is amended by inserting, after the w its " all bodies corporate ", the words " or unincorporate ". 31. Amendment of s. 69C. Substantial shareholdings and substantial shareholders . Section 69c of the Principal Act is amended- (a) by in subsection (1) omitting the words " an interest or interests " and substituting the words " a relevant interest or relevant interests "; and (b) by in subsection ( 2) omitting the words " an interest or interests " and substituting the words " a relevant interest or relevant interests ". 32. Amendment of s. 69D. Substantial shareholder to notify company of his interests . Section 69D of the Principal Act is amended- (a) by in subsection (1) omitting the words " an interest or interests " and substituting the words " a relevant interest or relevant interests ";

730 Companies Act Amendment Act 1975. No. 71 (b) by repealing subsection (2) and substituting the following subsection:- ( 2) A person required to give a notice under subsection (1) shall give the notice within 14 days after that person became or becomes aware of the relevant interest or interests by virtue of which he is a substantial shareholder."; and (c) by in subsection (3) omitting the expression " which-ever period referred to in subsection (2) of this section is applicable " and substituting the expression " the period referred to in subsection (2) ". 33. Amendment of s. 69E. Substantial shareholder to notify company of change in his interests . Section 69E of the Principal Act is amended- (a) by in subsection (1) omitting the words " the interest or interests " and substituting the words " the relevant interest or relevant interests "; (b) by in subsection (2) omitting the words " the date " and substituting the words " he becomes aware "; and (c) by repealing subsection (3) and substituting the following subsection:- " (3) For the purposes of subsection (1), where a substantial shareholder in a company acquiries or disposes of voting shares in the company, there shall be deemed to be a change in the relevant interest or relevant interests of the substantial shareholder in voting shares in that company.". 34. Amendment of s. 69F. Person who ceases to be substantial shareholder to notify company. Section 69F of the Principal Act is amended by repealing subsection (2) and substituting the following subsection:- " (2) A person required to give a notice under subsection (1) shall give the notice within 14 days after he becomes aware that he has ceased to have a relevant interest or relevant interests in a share or shares in a company to the extent necessary to make him a substantial shareholder in the company.". 35. Amendment of s. 69G. References to operation of section 6A. Section 69G of the Principal Act is amended by omitting the words " an interest " (where twice occurring) and substituting the words " a relevant interest ". 36. Repeal of s. 69H . Notice to non-residents . Section 69H is repealed. . 37. New s. 69M. Section 69M of the Principal Act is repealed and the following section substituted:- " 69M. Knowledge of servant or agent imputed to master or principal . In any proceedings under section 69r. or 69N, a person shall, in the absence of proof to the contrary, be presumed to have been aware at a particular time of a fact or-occurrence of which a servant or agent having duties or acting in relation to a relevant interest, or relevant interests, of his master or principal in a share or shares in the company concerned was aware at the time.".

Companies Act Amendment Act 1975, No. 71 731 38. Amendment of s. 69N. Powers of Court with respect to defaulting substantial shareholders . Section 69N of the Principal Act is amended- (a) in subsection (1)- (i) by omitting the word " Minister " and substituting the word " Commissioner "; and (ii) by in paragraphs (c), (d), (e) and (g) of subsection (1) omitting the words " an interest " (wherever occurring) and substituting the words " a relevant interest "; and (b) by repealing subsection (11) and substituting the following subsections:- " (11) Where an offence under subsection (10) is committed by a corporation an officer of the corporation who is in default is guilty of the same offence. Penalty: $1,000. Default penalty: $200. (12) Subsections (10) and (11) do not affect the powers of the Court in relation to the punishment of contempts of the Court.". 39. Repeal of s. 73 (4), ( 5) and ( 6). Re-issue of redeemed debentures. Subsections (4), (5) and (6) of section 73 of the Principal Act are repealed. 40. Amendment of s. 74. Qualifications of trustee for debenture holders. Section 74 of the Principal Act is amended- (a) in subsection (1)- (i) by in paragraph (d) omitting the word " subparagraphs " and substituting the word " paragraph "; and (ii) by irr paragraph (e) omitting the word " Commissioner " and substituting the word " Minister "; (b) by inserting after subsection (1), the following subsections:- `` (IA) The approval of a corporation by the Minister pursuant to paragraph (e) of subsection (1) shall. be given by notice published in the Gazette and may- (a) be given generally or in relation to a particular borrowing corporation or to a particular class of borrowing corporation or in relation to a particular trust deed; (b) be given subject to such terms and conditions as the Minister thinks fit and as are specified in the notice; and (c) be varied or revoked by the Minister by notice published in the Gazette. (1B) Where the approval of a corporation has been revoked under subsection (IA), the borrowing corporation may appoint a trustee corporation qualified pursuant to this section in place of the trustee corporation which by reason of the revocation has ceased to be qualified."; and (c) by repealing the second paragraph of subsection (3) (being the paragraph commencing with the words " For the purposes of this subsection "). 41. Amendment of s. 74A. Retirement of trustees . Section 74A of the Principal Act is amended- (a) by omitting from subsection (1) all words commencing with the words " but the foregoing provisions " and ending at the end of the subsection; and

732 Companies Act Amendment Act 1975, No. 71 (b) in subsection (5)- (i) by omitting the words " qualified under section seventy-four or " and substituting the expression " qualified under section 74 and in the case where a trustee for the holders of debentures has not been appointed pursuant to subsection (IA) of that, 'section or where the trustee for the holders of debentures "; and (ii) by omitting the words " Crown Law Officer " and substituting the word " Commissioner ". 42. Amendment of s. 74D. Duties of trustees . Section 74D. of the Principal Act is amended- (a) in subsection (1)- (i) by in paragraph (c) omitting the word " comply " and substituting the word " complies "; and (ii) by in paragraph (d) omitting the word " have " and substituting the word " has "; (b) by in subsection (2) omitting the word " Minister " (where four times occurring) and substituting the word " Commissioner "; (c) by in paragraph (b) of subsection (3) omitting the word " Minister " and substituting the word " Commissioner "; (d) by in subsection (6) omitting the word " Minister " and substituting the word " Commissioner "; and (e) by repealing subsection (7). 43. Amendment of s. 74F . Obligations of borrowing corporation. Section 74F of the Principal Act is amended- (a) in subsection (2)- (i) by omitting the expression " made in accordance with a resolution of the directors and shall be signed by not less than two of them and shall state with respect to the period covered by the report " and substituting the expression signed by not less than two of the directors on behalf of all of them and shall set out in detail any matters adversely affecting the security or the interests of the holders of the debentures and; without affecting the generality of the foregoing, shall state "; (ii) by omitting paragraph (a) and substituting the following paragraph:- (a) whether or not the limitations on the amount that the corporation may borrow have been exceeded and, if they have been exceeded, particulars of borrowings exceeding those limitations;"; (iii) by in paragraph (b) omitting the words " have observed " and substituting the words " has observed "; (iv) by inserting in paragraph (e), after the words " guarantor corporations ", the words " since the debentures were first issued to the public which has not previously been reported upon as required by this section "; (v) by inserting in paragraph (f), after' the words " borrowing corporation, particulars ", the words " with respect to each corporation that is so deemed,"; and (vi) by adding to paragraph (f) at the end thereof, the words " but not including any deposit with or loan to or any liability assumed on behalf of a corporation if that corporation has guaranteed

Companies Act Amendment Act 1975, No. 71 733 the repayments of the debentures of the borrowing corporation and has secured the guarantee by a charge over its assets in favour of the trustee for the holders of the debentures of the borrowing corporation "; (b) by repealing subsection (2A) and renumbering subsection (2B) as subsection (2A); (c) by in subsection (2A) (as so renumbered) omitting the words " any report " and substituting the words " a report "; (d) in subsection (4)- (i) by in paragraph (a) omitting the words " any particular corporation " (where twice occurring) and substituting the words " a particular corporation "; (ii) by repealing paragraph (b); (iii) by in paragraph (d) omitting the words " Governor in Council " and substituting the word " Commissioner "; 'and (iv) by in paragraph (e) omitting the words " Governor in Council " and substituting the word " Commissioner "; (e) in subsection (5)- (i) by omitting the expression " and (6) of section 167 " and substituting the expression ", (6), (9) and (10) of section 167 "; (ii) by, after the words " laying of accounts or group accounts ", inserting the words " within the meaning of those sections "; and (iii) by omitting all words commencing with the words " where a guarantor corporation " and ending at the end of the subsection and substituting the words " where any guarantor corporation, being a corporation which is incorporated in the United Kingdom or in any State or Territory of the United States of America, has lodged with the Department of Trade in the United Kingdom or the Securities and Exchange Commission of the United States of America a profit and loss account and balance-sheet for the relevant period, it shall be sufficient compliance with the requirements of subsection (4) of this section if there is (with the consent of the trustee for the debenture holders) lodged with the Commissioner and the trustee for the debenture holders certified copies of the profit and loss account and balance-sheet so lodged."; and (f) by in paragraph (c) of subsection (7) after the words " value of the stock ", inserting the words " in trade ". 44. Amendment of s. 76. Interpretation . Section 76 of the Principal Act is amended- (a) in subsection (I)- (i) by omitting the words " In the Division " and substituting the words " In this Division "; (ii) by omitting paragraphs (f) and (g) of the interpretation of " Interest " and substituting the following paragraph and word:- (f) 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 i§ to become, a party to the agreement or proposed agreement; or

734 Companies Act Amendment Act 1975, No. 71 (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;"; (iii) by renumbering paragraph (h) of the interpretation of" Interest " as paragraph (g); and (iv) by inserting in the interpretation of " Investment contract ", after the words " in respect of property " (where twice occurring), the words " whether in the State or elsewhere "; and (b) by inserting after subsection (1) the following subsection:- " (1A) A regulation made for the purposes of subparagraph (ii) of paragraph (f) of the interpretation of " Interest " in subsection (1) does not apply to an agreement or a class of agreements relating to a partnership- (a) being a partnership for the carrying on of a profession or trade where a person carrying on that profession or trade is required by any Act to be registered, licensed or otherwise authorized in order to do so; and (b) the business of which does not include any business other than the business of a partnership referred to in paragraph (a).". 45. Amendment of s. 77. Approved deeds. Section 77 of the Principal Act is amended by in paragraph (b) of subsection (1) omitting the word Commissioner " and substituting the word " Minister ". 46. Amendment of s. 79. Approval of trustees . Section 79 of the Principal Act is amended by omitting the word " Commissioner " (where twice occurring) and substituting the word " Minister ". 47. Amendment of s. 80 . Covenants to be included in deeds. Section 80 of the Principal Act is amended- (a) by in subsection (1) omitting the words "A deed " and substituting the words " Subject to subsection (1A), a deed "; (b) in subsection (IA)- (i) by omitting the word " Commissioner " and substituting the word " Minister "; and (ii) by omitting the words " interests issued or proposed to be issued by the management company is not required to contain covenants to the effect of such of the matters referred to in subsection (1) as are specified in the notice " and substituting the words " the interests to which the deed relates is not required to contain covenants to the effect of such of the matters referred to in subsection (1) as are specified in the notice and the Minister may, by notice so published, revoke such a notice or vary it in such manner as he thinks fit "; and (c) by repealing subsection (1B), and substituting the following subsection:- "(In) Where before the commencement of section 47 of the Companies Act Amendment Act1975, a notice was published under section 88 purporting to exempt a company, subject to such terms and conditions as were specified in the notice from complying with the provisions of subsection (1) in respect of a deed specified in the notice, the notice- (a) shall, notwithstanding any provision of this Act, have effect and be deemed always to have had effect according to its tenor; and

Companies Act Amendment Act 1975, No. 71 735 (b) may, notwithstanding any provision of this Act, be varied or revoked by the Minister by notice published in the Gazette.". 48. Amendment of s. 82 . Statement to be issued . Section 82 of the Principal Act is amended by in subsection (1) omitting the words " as if the interest were shares offered or intended to be offered to the public for subscription or purchase and as if persons accepting any offer or invitation in respect of or subscribing for or purchasing any such interest were subscribers for shares " and substituting' the following:- and, without limiting the generality of the foregoing, apply and have effect as if- (a) the interest were shares offered or intended to be offered to the public for subscription or purchase; (b) persons accepting any offer or invitation in respect of or subscribing for or purchasing any such interest were subscribers for shares; (c) a reference in paragraph (a) of subsection (4) of section 40 to " the corporation " were a reference to the financial or business undertaking or scheme, the common enterprise or the investment contract to which the statement relates; (d) the reference in subparagraph (iv) of that paragraph to " the directors " were a reference to the management company for the interest and the directors thereof; and (e) in subparagraph (vi) of that paragraph a reference to " debentures " were a reference to an interest and a reference to " the trustee for the debenture holders " were a reference to the trustee for, or representative of, the holders of the interests". 49. Amendment of s. 84 . Register of interest holders. Section 84 of the Principal Act is amended- (a) by in subsection (1) omitting the words " The management company " and substituting the words " Subject to subsection (3A), the management company "; (b) in subsection (3)- (i) by in paragraph (a) omitting the words " three miles " and substituting the words " five kilometres "; (ii) by, in that paragraph after the word " Commissioner ", inserting the words " at Brisbane "; and (iii) by omitting the words " Governor in Council by Order in Council " and substituting the words " Commissioner by Order "; and (c) by inserting after subsection (3) the following subsection:- " (3A) The Minister may by notice published in the Government Gazette declare that subject to such terms and conditions as are specified in the notice a specified management company is not required to comply with the provisions of subsection (1) in respect of a deed specified in the notice.". 50. Amendment of s. 85 . Returns , information , etc., relating to interests . Section 85 of the Principal Act is amended by in paragraph (a) of subsection (1) adding at the end thereof the word " it ".

736 Companies Act Amendment Act 1975, No. 71 51. Amendment of s. 88. Power to exempt from compliance with Division and non - application of Division in certain circumstances . Section 88 of the Principal Act is amended by in subsection (1) omitting the words " Crown Law Officer " and substituting the word " Minister ". 52. Amendment of s. 95 . Instrument of transfer , etc. . Section 95 of the Principal Act is amended by renumbering subsection (4A), subsection (5) and subsection (6) as subsection (5), subsection (6) and subsection (7) respectively. 53. Amendment of s. 100 . Registration 9 f charges . Section 100 of the Principal Act is amended- (a) by in subsection (5) omitting the word " deed " (wherever occurring) and substituting the word " instrument "; and (b) by repealing subsection (12) and substituting the following subsection:- (12) In this Division " Commissioner " means- (a) in the case of a company or foreign company registered as such at a place other than Brisbane, the Commissioner at that place; and (b) in any other case, the Commissioner at Brisbane.". 54. Amendment of s. 102A . Duty of recognised company to register charges on * property acquired . Section 102A of the Principal Act is amended by in subsection (1) omitting the words " the date on which the acquisition is completed or ". 55. Amendment of s. 104. Endorsement of certificate of registration on debentures . Section 104 of the Principal Act is amended by repealing subsection (2) and substituting the following subsection:- " (2) Subsection (1) of this section shall not apply to any debenture or certificate of debenture stock which has been issued by the company before the charge was registered.". 56. Amendment of s. 111. Registered office of company . Section 111 of the Principal Act is amended by repealing subsection (1) and substituting the following subsection:- " (1) A company shall, as from the day of its incorporation, have a registered office within the State to which all communications and notices may be addressed and which shall be open and accessible to the public- (a) where a notice has been lodged by the company with the Commissioner under subsection (IA) of section 112 or under a corresponding previous enactment-for such hours (being not less than three) between the hours of nine o'clock in the morning and five o'clock in the evening each day, Saturdays, Sundays and holidays excepted, as are specified in the later of that notice or a notice lodged by the company with the Commissioner under subsection (ic) of that section or under a corresponding previous enactment; or

Companies Act Amendment Act 1975, No. 71 737 (b) where a notice has not been lodged by the company with the Commissioner under subsection (IA) of section 112 or under a corresponding previous enactment -for not less than five hours between 10 o'clock in the morning and four. o'clock in the afternoon each day, Saturdays, Sundays and holidays excepted.". 57. Amendment of s. 112 . Office hours . Section 112 of the Principal Act is amended by repealing subsections (1) and (IA) and substituting the following subsections:- " (1) On the lodging of the memorandum of a proposed company for registration notice in the prescribed form of the address of the proposed registered office of the company shall be lodged with the Commissioner. (IA) On the lodging of the memorandum of a proposed company for registration or at any later time, notice in the prescribed form of the hours (being not less than three) between the hours of nine o'clock in the morning and five o'clock in the evening each day, Saturdays, Sundays and holidays excepted, during which the registered office of the company is to be open and accessible to the public may be lodged with the Commissioner. (Ia) Notice in the prescribed form of a change of address of the registered office of a company shall be lodged with the Commissioner not later than seven days after the day on which the change occurs. (I c) Where a notice has been lodged by a company under subsection (IA) or under a corresponding previous enactment, notice in the prescribed form of a change of the hours during which the registered office of the company is open and accessible to the public shall be lodged with the Commissioner not later than seven days after the date on which the change occurs.". 58. Amendment of s. 121. Age limit for directors . Section 121 of the Principal Act is amended- (a) by at the end of subsection (1) inserting the words " but nothing in this subsection prevents a person from acting as a director of a company during the period commencing on the day on which he attains the age of seventy-two years and ending at the conclusion of the annual general meeting commencing next after that day "; (b) in subsection (6)- (i) by after the word " reappointment " inserting the words " or authorization "; (ii) by after the word " reappointed " (where last. occurring) inserting the words " or authorized "; and (iii) by after the word " re-appointment " inserting the words " or authorization "; and (c) by in subsection (6c) omitting the word " Minister " and substituting the word " Commissioner ".

738 Companies Act Amendment Act 1975, No. 71 59. Amendment of s. 122 . Power to restrain certain persons from managing companies . Section 122 of the Principal Act is amended- (a) by in paragraph (a) of subsection (1) omitting the words " of an indictable offence " and substituting the words on indictment of any offence "; (b) by in subsection (1), omitting the word or" (where occurring at the end of paragraph (b)); (c) in paragraph (c) of subsection (1)- (i) by omitting the'expression " subsection (1) of section "; and (ii) by omitting the expression " Commonwealth," and substituting the expression " Commonwealth or under section 113 of the SecuritiesIndustry Act1975 or a corresponding provision of the law of another State or of a Territory of the Commonwealth "; and (d) by, after paragraph (c) of subsection (1), inserting the following:- " or (d) of an offence under subsection (3) of section 303 as in force immediately before the first day of January, 1972 or under any of the corresponding provisions of the law of another State or of a Territory of the Commonwealth,". 60. Amendment of s. 123. Disclosure of interests in contracts, property , offices, etc . Section 123 of the Principal Act is amended- (a) by in subsection (6) omitting paragraph (a); and (b) by renumbering paragraph (b) and paragraph (c) of that subsection as paragraph (a) and paragraph (b) respectively. 61. Amendment of s. 124. As to the duty and liability of officers. Section 124 of the Principal Act is amended- (a) by in subsection (3) omitting the expression " (a) liable " and substituting the expression " (a) subject to subsection (4), liable "; (b) by in subsection (3) omitting the expression " $1,000." and substituting the expression " $2,000."; and (c) by repealing subsection (4) and substituting the following subsections:- " (4) Where an officer of a corporation who commits a breach of this section has been found by a court to be liable to pay to a person an amount by reason of a contravention of Part X of the Securities Industry Act1975 that was the subject of the same act or transaction as the breach of this section, the amount of the liability of the officer under this section shall be reduced by the first-mentioned amount. (5) For the purposes of subsection (4), the onus of proving that the liability of a person to pay an amount to another person arose from the same act or transaction from which another liability arose lies on the person liable to pay the amount. (6) This section has effect in addition to and not in derogation from any other enactment or rule of law relating to the duty ,or liability of a director or officer of a corporation.". 62. Repeal of s. 124A. Dealings by officers in securities . Section 124A of the Principal Act is repealed.

Companies Act Amendment Act 1975 , No. 71 771 (f) by after subsection (8) inserting the following subsection:- " (9) Where an amount due in respect of workers compensation under any law relating to workers compensation is a weekly payment, that amount shall, for the purposes of paragraph (c) of subsection (1). be taken to be the amount of the lump sum for which the weekly payment could, if redeemable, be. redeemed if an application were made for that purpose under that law."; and (g) by renumbering subsection (9) and subsection (10) as subsection (10) and subsection (11) respectively. 153. Amendment of s. 293. Undue preference . Section 293 of the Principal Act is amended- (a) by in subsection (2) omitting the expression- (iii) the date of the presentation of the petition for the winding up, whichever is the earliest date; and " and substituting the expression- (iii) in any other case , the date of the presentation of the petition for the winding up; and "; and (b) by in subsection (2) omitting paragraph (b) and substituting the following paragraph:- (b) in the case of a voluntary winding up- (i) where on the date of the passing of the resolution the company is under official management or had been under official management at any time within six months before the passing of the resolution, the date of the commencement of the official management; or (ii) in any other case, the date upon which the resolution to wind up the company voluntarily is passed.". 154. Amendment of s. 296. Disclaimer of onerous property . Section 296 of the Principal Act is amended by. in paragraph (b) of subsection (1) after the word " shares ", inserting the words " or stock ". 155. Amendment of s. 306 . Prosecution of delinquent officers and members of company . Section 306 of the Principal Act is amended- (a) by in subsection (1) omitting the words " Crown Law Officer " and substituting the word " Commissioner "; (b) by in subsection (4) omitting the expression ". if he thinks expedient,"; (c) by in subsection (6) omitting the words " Crown Law Officer or "(where twice occurring); (d) by in subsection (6A) omitting the words " Crown Law Officer or- (where three times occurring); (e) by in subsection (8) omitting the words " Crown Law Officer or"; and (f) by in subsection (9) omitting the words " Crown Law Officer " and substituting the word " Minister ". 156. Amendment of s. 334. Interpretation . Section 334 of the Principal Act is amended- (a) by in subsection (1) omitting the words " Proclamation of the Governor in, Council " and substituting the words " order of the Minister published in the Government Gazette ":

772 Companies Act Amendment Act 1975, No. 71 (b) by in subsection (2) omitting the words " Governor in Council may by Proclamation " and substituting the words " Minister may by order and (c) by in subsection (2) omitting the words " Governor in Council may by like Proclamation revoke any Proclamation " and substituting the words " Minister may by like order so published revoke any order ". 157. Amendment of s. 339. Not to hold shares in other investment companies . Section 339 of the Principal Act is amended by. in paragraph (b), omitting the words " Proclamation of the Governor in Council published in the Government Gazette " and substituting the words " the Minister by order published in the Government Gazette for the purposes of this section and any order published under this section may be revoked by like order so published ". 158. Amendment of s. 343A. Recognised companies to which this Division applies . Section 343A of the Principal Act is amended by in subsection (1) omitting the expression " section 343E and " and substituting the expression " subsection (1) of section 343E and in ". 159. Amendment of s. 3430. Principal office of recognised company. Section 343c of the Principal Act is amended- (a) by in subsection (1) omitting the expression beginning with the words " accessible to the public for not less than three hours " and ending at the end of the subsection and substituting the expression- accessible to the public- (a) where a notice has been lodged by the recognised company with the Commissioner under subsection (2A)- for such hours (being not less than three) between the hours of nine o'clock in the morning and five o'clock in the evening each day, Saturdays, Sundays and holidays excepted, as are specified in the later of that notice or a notice lodged by the recognised company with the Commissioner under subsection (2) of section 343D; or (b) where a notice has not been lodged by the recognised company under subsection (2A)-for not less than five hours between 10 o'clock in the morning and four o'clock in the afternoon of each day, Saturdays, Sundays and holidays excepted."; and (b) by after subsection (2) inserting the following subsection:- " (2A) A recognised company which has established a place of business or commenced to carry on business within the State may lodge with the Commissioner notice of the hours (being not less than three) between the hours of nine o'clock in the morning and five o'clock in the evening each day, Saturdays, Sundays and holidays excepted, during which the principal office of the recognised company in the State is open and accessible to the public.". 160. Amendment of s. 343D. Altered particulars to be notified. Section 343D of the Principal Act is amended- (a) by renumbering the section as subsection (1);

Companies Act Amendment Act 1975 , No. 71 773 (b) by in paragraph ( a) of subsection ( 1) (as so renumbered) omitting the words " or of the days or hours during which it is open and accessible to the public "; and (c) by at the end of the section inserting the following subsection:- " (2) Where a notice has been lodged by a recognised company under subsection ( 2A) of section 343c, the recognised company shall, where there is a change of the hours during which the principal office of the recognised company is open and accessible to the public , lodge with the Commissioner a notice giving particulars of the change within one month . or such further period as the Commissioner in special circumstances allows, after the change.". 161. New section 343E. Section 343E of the Principal Act is repealed and the following section substituted:- " 343E. Name of recognised company to be approved. (1) A recognised company shall not establish a place of business or carry on business within the State unless the name of the company is reserved under subsection (8E) of section 22 in respect of that company. (2) A recognised company to which this Division applies shall not use in the State any name other than the name reserved in respect of that company under subsection (8E) of section 22 or a name registered in respect of that company under any other Act. (3) If default is made in complying with this'section the recognised company and every officer of the recognised company who is in default shall be guilty of an offence against this Act. Penalty: $200. Default penalty.". 162. Amendment of s. 343H. Service of notices on recognised company. Section 343H of the Principal Act is amended by, at the end thereof, inserting the following expression:- " or, in the case of a recognised company which immediately prior to the commencement of the Companies Act Amendment Act1974, was a foreign company which has not lodged notice of its principal office, the address specified as being the address of its registered office in the last notice it lodged with the Commissioner under subsection (1) of section 346 or paragraph (e) of subsection (I) of section 347 (as the case may be) ". 163. Amendment of s. 344. Foreign companies to which this Division applies . Section 344 of the Principal Act is amended by in subsection (1) omitting the words " This Division " and substituting the words " Except where the contrary intention appears, this Division ". 164. Amendment of s. 345. Power of foreign companies to hold land. Section 345 of the Principal Act is amended by repealing subsection (2) and omitting the expression " (1) ".

774 Companies Act Amendment Act 1975, No. 71 165. Amendment of s. 346 . Documents, etc., to be lodged by foreign companies having place of business in the State. Section 346 of the Principal Act is amended- (a) in subsection (1)- (i) by, in paragraph (e) after the words " including a foreign company ", inserting the words " or recognised company "; and (ii) by omitting paragraph (f) of subsection (1) and substituting the following paragraph and word:- " (f) notice of the situation of its registered office in the State; and "; (b) by after subsection (1) inserting the following subsection:- "(1A) A foreign company which has established a place of business or commenced to carry on business within the State may lodge with the Commissioner notice of the hours (being not less than three) between the hours of nine o'clock in the morning and five o'clock in the evening each day, Saturdays, Sundays and holidays excepted, during which the principal office of the foreign company in the State is open and accessible to the public."; (c) by in subsection (4) omitting the expression beginning with the words " accessible to the public for not less than three hours " and ending at the end of the subsection and substituting the expression- accessible to the public- (a) where a notice has been lodged by the foreign company with the Commissioner under subsection (IA)-for such hours (being not less than three) between the hours of nine o'clock in the morning and five o'clock in the evening each day, Saturdays, Sundays and holidays excepted , as are specified in the later of that notice or a notice lodged by the foreign company with the Commissioner under subsection (IA) of section 347; or (b) where a notice has not been lodged by the foreign company under subsection (1A)-for not less than five hours between ten o'clock in the morning and four o'clock in the afternoon of each day, Saturdays, Sundays and holidays excepted."; (d) by in paragraph (c) of subsection (5) omitting the words " knowingly and wilfully authorized or permitted by him " and substituting the words " unless he satisfies the court hearing the matter that he should be not so liable "; and (e) by, in subsection (10), omitting the expression ", but such a company shall, within one month after the commencement of this Act, lodge with the Commissioner such of the documents specified in subsection (1) of this section as have not been lodged by it under the repealed Act ". 166. Amendment of s. 347. Return to be filed where documents, etc., altered . Section 347 of the Principal Act is amended- (a) by in paragraph (d) of subsection (1) omitting the words " or of the days or hours during which it is open and accessible to the public "; and (b) by after subsection (1) inserting the following subsection:- "(I A) Where a notice has been lodged by a foreign company under subsection (I A) of section 346, the foreign company shall, where there is a change of the hours during which the principal

Companies Act Amendment Act 1975 , No. 71 775 office of the foreign company is open and accessible to the public, lodge with the Commissioner a notice giving particulars of the change within one month, or such further period as the Commissioner in special circumstances allows, after the change.". 167. Amendment of s. 348 . Balance - sheets. Section 348 of the Principal Act is amended by in subsection (5) omitting the expression " This section " and substituting the expression " Except as provided in subsections (6) and (7), this section ". 168. Amendment of s. 349 . Fees payable by foreign companies in certain cases. Section 349 of the Principal Act is amended by in subsection (1) omitting the expression " under Item 18 or 19 of the Second Schedule ". 169. Amendment of s. 353. Restriction on use of certain names. Section 353 of the Principal Act is amended by omitting the words " Crown Law Officer " (where four times occurring) and substituting the word " Minister ". 170. Amendment of s. 354. The branch register . Section 354 of the Principal Act is amended by at the end inserting the following subsection:- " (9) In this section and in sections 355 to 360, a reference to shares shall, with necessary adaptations, be construed as including a reference to debentures and a reference to a member shall likewise be construed as including a reference to a debenture holder.". 171. Amendment of s. 362. Service of documents on company. Section 362 of the Principal Act is amended- (a) by in subsection (1) omitting the expression ", other than a summons for an offence by a company,"; (b) by repealing subsections (2), (3) and (4); (c) by renumbering subsection (2A) as subsection (3); and (d) by inserting after subsection (1) the following subsection:- " (2) For the purposes of subsection (1), the situation of the registered office of a company shall be deemed to be the address notified under subsection (1) of section 112 or, where notice of change of address has been given under subsection (IB) of that section, the address specified in that notice from the date specified in that notice as the date on which the change of address occurs.". 172. Amendment of s. 363. Security for costs . Section 363 of the Principal Act is amended by, in subsection (2), omitting the words " the proceedings " and substituting the words " the proceeding ". 173. Amendment of s. 367. Privileged communications . Section 367 of the Principal Act is amended by omitting the words " solicitor or -barrister " and substituting the words " legal practitioner ".

776 Companies Act Amendment Act 1975 , No. 71 174. Amendment of s. 367A. Power to examine defaulting officers. Section 367A of the Principal Act is amended- (a) by in subsection (1) omitting the words " Crown Law Officer " (where three times occurring) and substituting the word " Commissioner ": (b) by in subsections (4) and (6) omitting the words "with or without " (where twice occurring) and substituting the word " or "; and (c) by in paragraph (d) of subsection (7) omitting the words " Crown Law Officer " and substituting the word " Minister ". 175. Amendment of s. 3678. Power of Court to assess damages against delinquent officers . Section 3678 of the Principal Act is amended- (a) by repealing subsection (1) and substituting the following subsections:- " (1) Where it appears to the Commissioner or a prescribed person that any other person who has taken part in the formation, promotion, administration, management or winding up of a company to which this section applies- (a) has misapplied or retained or become liable or accountable for any money or property of the company; or (b) has been guilty of any negligence, default, breach of duty or breach of trust in relation to the company, the Commissioner or prescribed person, may apply to the Court to examine the conduct of that other person or for an order that that other person- (c) repay or restore the money or property or such part thereof as the Court thinks fit together with interest at such rates as the Court thinks just; or (d) pay to the company such sum by way of damages in respect of the misapplication, retainer, misfeasance or breach of trust, as the Court thinks just, or may apply for both such an examination and such an order. (IA) In relation to a company referred to in subsection (1)- (a) a liquidator or provisional liquidator of the company; (b) a contributory of the company; (c) where the company is under official management, the official manager or a member of the company; and (d) a person authorized by the Commissioner to make an application under subsection (1), are prescribed persons for the purposes of that subsection."; and (b) by after subsection (3) inserting the following subsection:- " (4) Where the Court is satisfied that an application was made under this section without reasonable cause, it may order the whole or any part of the costs incurred by the person against whom the order was sought to be paid by the applicant.". 176. Amendment of s. 367c. Interpretation . Section 367c of the Principal Act is amended- (a) in subsection (1)- (i) by after the words " a company " inserting the expression " or an unregistered company within the meaning of Division 5 of Part X ";

Companies Act Amendment Act 1975, No. 71 777 (ii) by in paragraph ( c) after the words " respect of " inserting the words " affairs of "; and (iii) by after paragraph (e) inserting the expression- 61 ; or (f) which has entered into a compromise or scheme of arrangement with its creditors."; and (b) by in subparagraph (i) of paragraph (a) of subsection (2) after the expression " section 308 " inserting the words " and has not, within the next succeeding period of one month, received an answer to the effect that the company is carrying on business ". 177. Amendment of s. 374. Restriction on offering shares, debentures, etc., for subscription or purchase . Section 374 of the Principal Act is amended- (a) by in subsection (2) omitting all words beginning with the words " has applied to the Governor in Council " and ending at the end of the subsection and substituting the words " has applied to the Minister for such exemption and the application has been granted but such exemption may at any time' be revoked by the Minister by notice published in the Government Gazette."; and (b) by, in subparagraph (ii) of paragraph (c) of subsection (4), omitting the expression " subsection (4) " and substituting the expression " subsection (6) ". 178. Amendmen t of s. 374D . Powers of Court . Section 374D of the Principal Act is amended- (a) by in subsection ( 1) omitting the words " the appropriate officer or, with the consent of the Crown Law Officer, any creditor or contributory of the company " and substituting the words " the Commissioner or a prescribed person "; and (b) by after subsection (1) inserting the following subsection:- " (1A) In relation to a company to which a conviction referred to in subsection (1) relates- (a) the appropriate officer; and (b) a creditor or contributory of the company authorized by the Minister to make an application under subsection (1), are prescribed persons for the purposes of that subsection.". 179. Amendment of s. 374E. Interpretation . Section 374E of the Principal Act is amended- (a) in subsection (1)- (i) by in paragraph (a) of the interpretation of " appropriate officer " after the word " company ", inserting the expression " or an unregistered company' within the meaning of Division 5 of Part X "; (ii) by omitting paragraph (c) of the interpretation of " appropriate officer " and substituting the following paragraph:- (c) in relation to a company in respect of affairs of which there is an inspector within the meaning of Part VIA, the person nominated as the appropriate officer in the particular case by the Minister;" 26

778 Companies Act Amendment Act 1975, No. 71 (iii) by in paragraph (e) of the interpretation of " appropriate officer " after the word " which ", inserting the expression ", within the meaning of subsection (2),"; (iv) by in the interpretation of " company to which this section applies " after the words " a company ", inserting the expression " or an unregistered company within the meaning of Division 5 of Part X "; (v) by, in paragraph (c) of the interpretation of " company to which this section applies " after the words " in respect of ", inserting the words " affairs of "; (vi) by in the interpretation of " company to which this section applies " after paragraph (d), inserting the word " or "; (vii) by in paragraph (e) of the interpretation of " company to which this section applies " after the word " which " inserting the expression ", within the meaning of subsection (2),"; (viii) by in paragraph (a) of the interpretation of " the relevant day " after the word " company ", inserting the expression " or an unregistered company within the meaning of Division 5 of Part X "; (ix) by, in paragraph (c) of the interpretation of " the relevant day " after the words " in respect of ", inserting the words " affairs of "; (x) by in paragraph (e) of the interpretation of " the relevant day " after the words " which is ", inserting the expression ", within the meaning of subsection (2),"; and (xi) by in paragraph (f) of the interpretation of " the relevant day " after the words " which has ", inserting the expression ", within the meaning of subsection (2),"; and (b) by in subparagraph (i) of paragraph (a) of subsection (2) after the expression " section 308 ", inserting the words " and has not, within the next succeeding period of one month, received an answer to the effect that the company is carrying on business ". . 180. Amendment of s. 374H. Court may disqualify person from acting as director , etc., in certain circumstances. Section 374H of the Principal Act is amended- (a) by, in paragraph (c) of subsection (2) after the expression " being wound up,", inserting the word " being "; and (b) by in subsection (5) omitting the words "a company" and substituting the words " a corporation or an unregistered company within the meaning of Division 5 of Part X ". 181. Amendment of s. 375. False and misleading statements. Section 375 of the Principal Act is amended by in subsection (2)- (a) in paragraph (a), omitting the words " One thousand dollars " and substituting the expression " $5,000 "; and (b) in paragraph (b), omitting the words " Four hundred dollars " and substituting the expression " $1,000 ".

Companies Act Amendment Act 1975, No. 71 779 182. Amendment of s. 375A. False reports. Section 375A of the Principal Act is amended- (a) by omitting the expression " $1,000 or imprisonment for two years " and substituting the expression " imprisonment for two years or $5,000 "; and (b) by omitting the expression " $400 or imprisonment for six months " and substituting the expression " imprisonment for six months or $1,000 ". 183. Amendment of s. 378. Restriction on use of word " Proprietary ". Section 378 of the Principal Act is amended by repealing subsection (3). 184. Amendment of s. 380 . Default penalty . Section 380 of the Principal Act is amended by, in subsection (1), omitting the words " after he is convicted " and substituting the words " after he is so convicted ". 185. Amendmen t of s. 381 . Proceedings how and when taken. Section 381 of the Principal Act is amended- (a) by omitting the words " Crown Law Officer " (where twice occurring) and substituting the word " Minister "; and (b) by repealing subsection (4). 186. Amendment of s. 384 . Regulations . Section 384 of the Principal Act is amended- (a) in subsection (1)- (i) by in paragraph (b) at the end thereof, adding the words " the method of verifying any information required by or in these forms and the completion or preparation ofthe forms, as.the case requires, in accordance with the directions contained therein "; (ii) by omitting paragraph (c) and substituting the following paragraph:- (c) prescribing' fees, not in any case exceeding twenty dollars, to be paid to the Commissioner in respect of matters or things not provided for in the Second Schedule in respect of any document required to be lodged filed registered with or issued by the Commissioner under this or any other Act or for any act required to be performed by the Commissioner or for the inspection of the document or for any examination conducted by the Board;"; (iii) by renumbering paragraph (d) and paragraph (e) as paragraph (e) and paragraph (f) respectively; and (iv) by, after paragraph (cd), inserting the following paragraph:- (d) prescribing times for the lodging of any documents with the Commissioner;"; (b) by renumbering subsection (IA) as subsection (2);

780 Companies Act Amendment Act 1975, No. 71 (c) by inserting after that subsection the following subsection:- " (3) A person shall not in respect of a document be proceeded against for an offence in consequence of a regulation made pursuant to subsection (2) of this section as well as for an offence against subsection (2) of section three hundred and seventy-five."; and (d) by renumbering subsection (1B), subsection (2) and subsection (3) as subsection (4), subsection (5) and subsection (6) respectively. 187. Ameedwen t of Fourth Schedule . The Fourth Schedule to the Principal Act is amended- (a) by in regulation 45 in Table A omitting the word " seven " and substituting the word " fourteen "; and (b) by in regulation 28 in Table B omitting the word " seven " and substituting the word " fourteen ". 188. Anseedment of Fifth Schedule . The Fifth Schedule to the Principal Act is amended- (a) by in paragraph (a) of subclause (2) of clause 20, omitting the words " guarantor corporation " and substituting the words " guarantor corporations "; (b) by in subparagraph (ii) of paragraph (a) of subclause (1) of clause 33, omitting the words " constitutes the security " and substituting the words " constitute the security "; and (c) by in clause 34 omitting the word " company " (where four times occurring ) and substituting the words " borrowing corporation ". 189. Annedusent of Seventh Schedule . The Seventh Schedule to the Principal Act is amended- (a) by in subparagraph (a) of clause 34 omitting the word " allotted " and substituting the words " made available to applicants "; and (b) by in subparagraph (b) of clause 34 omitting the words " allotment of the units or sub-units " and substituting the words " units or sub-units are made available ". 190. Anwadment of Eighth Schedule . The Eighth Schedule is amended- (a) by after paragraph 1 of Part I inserting the following paragraph:- 1AA. The participating States (if any) in which the name of the company is reserved."; (b) by in paragraph 11 of Part I omitting the words " the Act " and substituting the expression " the Companies Act 1961-1975 ";

Companies Act Amendment Act 1975, No. 71 781 (c) by in Part II omitting all words and expressions under the heading " FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL " and before the heading " SUMMARY OF SHARE CAPITAL AND SHARES " and substituting the following words and expressions:- "Annual return of Limited made up to the day of 19 , (being the date of or a date not later than the 14th day after the date of the annual general meeting in 19 ). The accounts of the company :wweerree not laid before the annual general meeting of the company held on the day of 19 , being *the date of this return *the date of the annual general meeting last held before the date of this return The address of the registered office of the company is The name of the company is reserved in the participating States of The address of the principal office of the company (if any) in each participating State is The address of the place at which the register of members is kept if other than the registered office is The business names under which the company carries on business are * Strike out whichever is inapplicable."; (d) by in Part II in paragraph b under the heading " SUMMARY OF SHARE CAPITAL AND SHARES " omitting the words " at Brisbane "; (e) by in Part II in the heading " COPY OF LAST AUDITED ACCOUNTS OF THE COMPANY " omitting the word "AUDITED "; (f) by in Part II omitting all words and expressions under the heading " COPY OF LAST ACCOUNTS OF THE COMPANY " ( as so amended ) and before the heading " CERTIFICATE TO BE GIVEN BY ALL COMPANIES " and substituting the following words and expressions:- Except in the case of- (a) a company that, during the whole of the financial year to which the return relates, was an exempt proprietary company and an unlimited company; or (b) a company that, during the whole of the financial year to which the return relates was an exempt proprietary company, being a company of which the accounts and group accounts (if any) for that financial year were audited in accordance with the Companies Act 1961-1975, the return must include a copy, certified by a director, or by the manager or secretary, of the company to be a true copy, of all accounts and group accounts (if any) required to be laid before the company at the annual general meeting together with a copy of every document required by law to be attached or annexed thereto.";

782 Companies Act Amendment Act 1975, No. 71 (g) in Part II under the heading " CERTIFICATE "- (i) by omitting the word " and " at the end of paragraph (a); (ii) by in paragraph (e) omitting the expression " relates." and substituting, the expression " relates;"; (iii) by in paragraph (f) omitting the expression " an auditor." and substituting the expression " an auditor;"; (iv) by inserting, after paragraph (f) the following paragraph:- " (g) rhar at the annual general meeting held on the day of 19 the company pursuant to section 165a of the Companies Act 1961-1975 did not appoint an auditor."; (v) by omitting the expression " Director" " (where occurring after paragraph (f)) and substituting the expression " Director9 "; (vi) by omitting paragraph ' and substituting the following paragra . ph:- Strike out this paragraph if inapplicable. NoTE.-This paragraph is only applicable to an exempt proprietary company that is an unlimited company no member of which was, at the date of the Annual General Meeting, a person other than a natural person, or an exempt proprietary company that is an unlimited company, or a corporation that, under the law of another State or of a Territory of the Commonwealth is an exempt proprietary company that is an unlimited company, where all the members agreed not more than one month before that meeting not to appoint an auditor."; (vii) by renumbering paragraph " as paragraph 9; (viii) by inserting after paragraph' the following paragraph:- "" Strike out this paragraph if inapplicable. NOTE.-This paragraph is only applicable to an exempt proprietary company that is not an unlimited company all members of which agreed not more than one month. before the annual general meeting not to appoint an auditor."; and (ix) by after the expression " See section 132 (5) " inserting the expression " of the Companies Act 1961-1975 "; (h) by omitting the heading " PARTICULARS OF THE *DIRECTORS MANAGERS SECRETARIES AND AUDITORS OF THE LIMITED, AT THE DATE OF THE ANNUAL RETURN." and substituting the heading " PARTICULARS OF THE *DIRECTORS MANAGERS SECRETARIES AND AUDITORS OF LIMITED, AT THE DATE OF THE ANNUAL RETURN."; and (i) by under the heading referred to in paragraph (g) omitting the words " List of persons holding shares in the " and substituting the words " List of persons holding shares in ". 191. Amendment of Ninth Schedule . The Ninth Schedule to the Principal Act is amended- (a) by in paragraph (a) of subclause (1) of clause 2 omitting the word " subsidiary " and substituting the words " related corporation "; (b) by in subclause (1) of clause 2 omitting paragraph (c) and substituting the following paragraph:- (c) The amount of- (i) any profit arising from the sale of assets (other than current assets) ; and

Companies Act Amendment Act 1975, No. 71 783 (ii) any profit arising from the re-valuation of assets (other than current assets), and in respect of each such profit a statement whether it has been brought into account in determining the net amount of the profit or loss of the company or of the company and its subsidiaries;", (c) by in subclause (1) of clause 2 omitting paragraph (f) and substituting the following paragraph:- (f) The amount of- (i) any loss arising from the sale of . assets (other than current assets); and (ii) any loss arising from the re-valuation of assets (other than current assets), and in respect of each such loss a statement whether it has been brought into account in determining the net amount of the profit or loss of the company or of the company and its subsidiaries;"; (d) by in subclause (1) of clause 2 omitting paragraph (n); (e) by in subclause (1) of clause 5 omitting the expression " or otherwise- " and substituting the expression " or otherwise)- "; and (f) by omitting paragraph (i) of subclause (4) of clause 5 and substituting the following paragraph:- " (i) the total amount outstanding of any loans made, guaranteed or secured by the company or by the company and its subsidiaries, being loans made to a director of the company or of a related corporation or to a relative within the meaning of section 125 of such a director or to a corporation in which such a director or relative has, or two or more. such persons together have, a substantial shareholding within the meaning of Division 3A of Part IV; ". 192. Amendment of Tenth Schedule . The Tenth Schedule to the Principal Act is amended- (a) by in clause 4 of Part A omitting the word " immediate "; and (b) by in subclause (c) of clause 5 of Part A after the words " known to the offeror " inserting the words " or to any of those persons ". 193. Transitional . Where a person may revoke, vary or amend an instrument, declaration or determination made or published under a provision of the Companies Act 1961-1974 as amended by this Act, he may revoke, vary or amend an instrument, declaration or determination that- (a) was made or published under that provision before the provision was amended; and (b) was in force immediately before the amendment of the provision, notwithstanding that the instrument, declaration or determination was not made or published by him.

784 Companies Act Amendment Act 1975, No. 71 194. Transitional - tegistration of Charges . As soon as reasonably practicable after the commencement of the Companies Act Amendment Act 1975 the Commissioner- (a) shall transfer all documents lodged before that commencement with the Commissioner at Brisbane under Division 7 of Part IV in relation to a company or foreign company registered in the State at a place other than Brisbane to his office at that place; (b) shall compile at that office a register of charges in accordance with the provisions of section 103; and upon such transfer the charge shall be deemed to have been registered at that place and this Act shall apply accordingly. 195. Transitional - Annual Returns . (1) Where in respect of a financial year that ended before the commencement of section 76 of the Companies Act Amendment Act1975, a company having a share capital that was an exempt proprietary company during the whole of that year, has not lodged with the Commissioner a return that complied in all respects with the provisions of section 158 of the Principal Act, the company shall, within two months after the said commencement, lodge with the Commissioner a return in respect of that financial year- (a) that is made up to the date of the annual general meeting of the company next held after the end of that financial year; (b) that contains the particulars referred to in Part I of the Eighth Schedule and is accompanied by such copies of documents as are required to be included in the return in accordance with Part II of that Schedule and such certificates and other particulars prescribed in that Part as are applicable to the company ; (c) that is in accordance with the form set out in Part II of the Eighth Schedule or as near thereto as the circumstances permit; and (d) that is signed by a director or by the manager or secretary of the company. (2) If a company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence against this Act. Penalty : $200. Default penalty.' (3) In this section " Default penalty " has the same meaning as in section 380 of the Principal Act as amended by this Act and subsections (2) and (3) of that section and section 381 of that Act shall be applicable in all respects as if this section were a provision of the Principal Act as so amended. 196. Transitional provision . The provisions of subsections (IA) and (lAB ) of section 292 of the Principal Act as amended by this Act, apply in respect of a company that is being wound up whether the order of the Court for the winding up or the date of commencement of the winding up of the company was made or occurred before or after the date of commencement of this section.

Companies Act Amendment Act 1975, No. 71 785 197. Amendment of No. 22 of 1970. (1) The Evidence (Reproductions) Act 1970 is amended by in.paragraph (a) of subsection (1) of section 5- (a) after the word " State ", inserting the words " or of any other State or of a Territory of the Commonwealth "; and (b) after the word " Crown " (where twice occurring), inserting the words " in the right of any State or the Commonwealth ". (2) The Evidence (Reproductions) Act 1970 as amended by this section may be cited as the Evidence (Reproductions) Act1970