Companies Act Amendment Act of 1942 (6 Geo Vi No. 23) (Qld)

COMPANIES. 6 GEO. VI. No. 23, 1942. Companies Act Amendment Act. 29 COMPANIES. An Act to Amend" The Companies Act of 1931" in 6 N G o E . O 2 . 3 V . I. certain particulars. THE COMPANIES ACT AlIENDMENT [ASSENTED TO 19TH NOVEMBER, 1942.] ACT OF 1942. B E it enacted by the King's Most Excellent Majesty, by and with the advice and consent of the Legis- lative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- 1. This Act may be cited as "The Oompanies Act Short title Amendment Act of 1942 " and shall be read as one with :!truction *" The Oompanies Act of 1931," herein referred to a~ the of Act. Principal Act. The Principal Act and this Act may collectively be 0>lleotive cited as " The Oompanies Acts, 1931 to 1942." tItle. t2. Except as hereinafter provided, this Act shall CO~ ~~ - t come into force on a date to be proclaimed by the men 0 c. Governor in Council by Proclamation published in the Gazette, which date is hereinafter referred to as the commencement of this Act; Provided that any necessary rules of court or regulations may be made on the passing of this Act. Amendments of the Principal Act. 3. Section five of the Principal Act is amended, as Amendment follows :_ of s. 5. [Interpreta- (a) The definition" " book and paper" and" book tion.] or paper"" is repealed and the following definition is inserted in lieu thereof, namely ;- " "Book," "book and paper" and "book or Book, book pap ., er" include books, accounts, deeds, aanndd bp 0 ap 0 ekro, r wrItmgs and documents, whether bound or paper. on loose leaf or card system." (b) In the definition of" Official trustee" the [Official words " The Official Trustee in Bankruptcy being the" trustee.] are repealed and the word "The" is inserted in lieu thereof. * 22 G. 5 No. 53. See v. 2, p. 10. t Proclaimed in force on and from January 1, 1943. November 21, 1942, p. 1572. See Gazette,

30 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, Official liquidator. Public Curator (c) Two new definitions are inserted after the definition of " Official trustee," namely : - " "Official liquidator "-Any one of the official trustees appointed under this Act as liquidator in a winding up: The term also includes a provisional liquidator; "Public Curator"-The body corporate known as the Public Curator of Queensland coJJ.- stituted pursuant to *" The Public Curator Acts, 1915 to 1938" (or any Act amending the same)." Amendment 4. Section fifteen of the Principal Act is amended { [ ) S f isg.n 1 a 5 t . ure by adding the following proviso to the said section : - {)f " Provided that a person who is a subscriber to a dmuemm. o] ran· memorandum shall not be competent to witness and attest the signature thereto of any other subscriber." Deletion of 5. The words in italics occurring before section italics. twenty-six of the Principal Act, namely " Associations not for Profit," are deleted. Amendment 6. Section twenty-nine of the Principal Act is ()f s. 29. amended as follows:- [Restriction on ( . I.) ' In subsectI . On one the full stop (. ) at the end of refgistratioz: paragraph (c) is repealed and a semicolon (;) and the , b 0 y ccoemrtpaainnies wor d " or " are I . nserte d' In l I ' eU t h ereo f . names.] (ii.) The following new paragraph (d) is added to subsection one, namely :- '.' (d) In the case of a company not being a private company within the meaning of this Act contains the word "Proprietary" or any contraction of such word or the word "private" or any contraction ofsuch word." (iii.) In paragraph (a) of subsection two, after the word "Imperial" the words "or "Empire"" are inserted. Amendment 7. Subsection one of section thirty of the Principal of s. 30. Act is repealed and a new subsection one is inserted in d[iPsopwenerseto ll' eU t hereo f , namely : - with '.. Limited" "(1.) Where, upon application in writing forwarded in name of to the Crown Law Officer and after notice of intention to a c n ha d riotathbeler make such appli.cation has been advertised in t he companies.] Gazette, it is proved to the satisfaction of the Crown Law * 6 G. 5 No. 14 and amending Acts. See v. 9, pp. 627 et seq.

COMPANIES. 31 1942. Oompanies Act Amendment Act. Officer that an association about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity, or any other useful object, and intends to apply its profits (if any) or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Crown Law Officer, after considering any representations (whether oral or in writing) made by or on behalf of any person or body of persons as to why the application should not be granted or should only be granted· subject to certain specified . conditions, may by license direct that the association may be registered as a company with limited liability, without the addition of the word "Limited" to its name, and the association may be registered accordingly." 8. (I.) Section thirty-eight of the Principal Act is ! f:~ ~ ent amended, as follows : - [private (i.) Subsection three is amended by deleting the companies.) word " accordingly" and by. inserting the words "and issue a certificate of incorporation altered to meet the circumstances of the case accordingly " in lieu thereof. (ii.) Subsection five is repealed and the following subsection five is inserted in lieu thereof, namely : - "(5.) The name of a private company shall contain [Name.] therein the word "private" or "proprietary" or contraction of " proprietary" indicating that the company is a private company: Provided that no contraction of the word " Private" shall be allowed in the name of a private company.. "In the name of a private company the word " Private" or "Proprietary" or any contraction of the word "Proprietary" shall immediately precede· the word" Limited" or the contraction" Ltd."" (2.) The amendment made by paragraph (i.) of subsection one of this section shall be deemed to have been made at the date of the commencement of the Principal Act and shall have retrospective effect accordingly. (3.) The amendment made by paragraph (ii.) of subsection one of this section shall be deemed to have been made at the date of the commencement of the Principal Act, and to the intent that any company concerned whose name does not comply with the Principal .act as amended by the aforesaid paragraph (ii.) shall

32 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, comply with such provisions within six months after the commencement of this Act, and the registrar shall register such change and issue a certificate of incorporation free of charge altered to meet the circumstances of the case Itccordingly. Amendment 9. An additional proviso is added to subsection Or_pi 1 s '0 · h~ I bl I : t . lOn four of section fifty-one of the Principal Act, as follows : - of allotment " Provided further that the company or any director munilneisms um may app1y to t he court . ~ c or rell'e f by way 0 f extensI . On sub~cription of time in respect of the abovementioned periods to the receIved.] m . tent name1y t hat the perI.Od" .c ~ our months " mentI.On ed in this subsection be extended to a period" not exceeding six months," and the period "five months" therein twice mentioned in the said subsection be extended to a period "not exceeding seven months," and the court if satisfied that it is just and equitable to grant such relief may make an order extending such periods of time but not beyond the maximum period herein prescribed." Amendment of s. 54. 10. Subsection one of section fifty-four of the [Return Principal Act is amended by inserting after the words as to "and having a share capital" the words "or a "no- allotments.] liability" company as defined in Part IX. of this Act." Amendment 11. Subsection one of section sixty-two of the [ Opf s. 62. Principal Act is amended by inserting after the words coomwpearnoyfto " and haV' lng a share capl' ta I" the words " or a " no- alte; share liability" company as defined in Part IX. of this Act." capItal.] Amendment 12. Subsection one of section sixty-seven of the ~ ! : ~ : ~ ~ ion Principal Act is amended by inserting after the words of share "and having a share capital" the words "or a "no- capital.] liability" company as defined in Part IX. of this Act." Amendment 13. In paragraph (e) of subsection two of section of s. 84. eighty-four of the Principal Act the word" evidence" [Mortgage.] is repealed and the word" evidenced" is inserted in lieu thereof. ~ f~ ~ n: ' ent 14. Section eighty-five of the Principal Act is [Registration amended, as follows:- ~ ortgages] (i.) The first paragraph of subsection one, being all . words from and including the words " Every mortgage to" to and including the words "immediately become payable:" are repealed and the following words are inserted in lieu thereof, namely :-" Every mortgage to

1942. COMPANIES. Cqmpanies Act Amendment Act. which this Part applies created by a company shall, so far as any security on the company's property or undertaking is thereby conferred, be void against the liquidator and any creditor of the company unless the instrument (if any) by which the mortgage is created or evidenced or a copy thereof accompanied by an affidavit verifying the execution of the mortgage, and in the case of a copy also verifying it as a true copy of such mortgage, is filed with the Registrar of Companies at Brisbane for registration in manner required by this Part within thirty days after the date of its creation but without prejudice to any contract or obligation for repayment of the money thereby secured; and when a mortgage becomes void under this section the money secured thereby shall immediately become payable: " (ii.) Paragraphs (a) and (b) of the proviso to sub- section one of the said section are repealed and the following new paragraphs (a) and (b) are inserted in lieu thereof, namely:- " (a) In the case ofa mortgage created out of the © State of Queensland thirty days after the date on which the instrument or copy (verified as aforesaid) could in due course of post and if despatched with due diligence have been received in the State of Queensland shall be substituted for thirty days after the date of the creation of the mortgage as the time within which the instrument or copy (verified as aforesaid) is to be filed with the Registrar of Companies; and (b) Where the mortgage is created in the State of Queensland but comprises property outside the State of Queensland the instrument creating or purporting to create the mort- gage or a copy thereof accompanied by a verifying affidavit as aforesaid may be filed for registration notwithstanding that further proceedings may be necessary to make the mortgage valid or effectual according to the law of the country, state, or colony in which the property is situate; and". (iii.) In subsection two of the said section all words from and including the words " Where a series " occurring at the commencement of the said subsection to and 11 33

COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, including" particulars in the register" occurring before the proviso are repealed and the following words are inserted in lieu thereof, namely:- "(2.) Where a series of debentures containing or giving by reference to any other instrument any charge to the benefit of which the debenture-holders of that series are entitled pari passu is created by a company, it shall be sufficient if there are filed with the Registrar of Companies within thirty days after the execution of the deed containing the charge, or if there be no such deed after the execution of any debentures of the series, or if it or they is or are executed out of the State of Queensland, then within thirty days after the date on which it or they would in due course of post if despatched with due diligence have been received in the State of Queensland the following particulars :- (a) The total amount secured by the whole series; and (b) The dates of the resolutions authorising the issue of the series and the date of the covering deed (if any) by which the security is created or defined; and (c) A general description of the property charged; and (d) The names of the trustees (if any) for the debenture-holders, together with the deed containing the charge or verified copy thereof, or if there is no such deed a verified copy of one of the debentures of the series, and the Registrar of Companies shall on payment of the prescribed fee enter those particulars in the register." In the proviso to the said subsection the words " sent to" are repealed and the words "filed with" are inserted in lieu thereof. (iv.) In subsection three of the said section the words "sent for registration" are repealed and the words " filed for registration" are inserted in lieu thereof. (v.) Subsection six of the said section is repealed and the following new subsection is inserted in lieu thereof, namely:- "(6.) It shall be the duty of every company to file with the registrar for registration the instrument (if any) by which the mortgage is created or evidenced or a

1942. COMPANIES. Gompanie8 Act Amendment Act. 35 copy thereof accompanied by an affidavit verifying the execution of the mortgage, and, in the case of a copy also verifying it as a true copy of such mortgage, and the particulars of the issues of debentures of a series requiring registration under this section; but registration of any such mortgage may be effected on the application of any person interested therein. Where the registration is effected on the application of some person other than the company that person shall be entitled to recover from the company the amount of any fees properly paid by him to the registrar on the registration." (vL) Subsection seven of the said section is repealed and the following new subsection is inserted in lieu thereof, namely:- " ('7.) The instruments or copies of instruments creating any mortgage and particulars of any debentures filed with the registrar and the register kept in pursuance of this section shall be open to inspection by any person on payment of the prescribed fee." (vii.) Subsection nine of the said section is repealed and the following new subsection is inserted in lieu thereof, namely:- "(9.) If any company makes default in filing with the registrar for registration the instrument (if any) by which the mortgage is created or evidenced or the verified copy thereof or the particulars of any issue of debentures of a series requiring registration under this section then, unless the registration has been effected on the application of some other person, the company and every director, manager, secretary, or other person who is knowingly a party to the default shall be liable to a penalty not exceeding fifty pounds for every day during which the default continues." (viii.) A new subsection ten is also added to the said section, namely :- "(10.) Where a mortgage requiring registration Imp., 1929, under this Part is created within or on the expiration ~ ' . ! : ' 1934-5 of thirty days after the creation of a prior unregistered B. H)S.' mortgage and comprises all or any part of the property ~ 9~ 6" : ' : 192. comprised in the prior mortgage, and the subsequent Va., i9~ ~ , mortgage is given as a security for the same debt as is B. 101 (n.). secured by the prior mortgage, or any part of such

36 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23. debt, then to the extent to which such subsequent mortgage is a security for the same debt or part thereof, and so far as respects the property comprised in the prior mortgage, such subsequent mortgage shall not be operative or have any validity at law or in equity unless it is proved to the satisfaction of the court having cognisance of the case that the subsequent mortgage was given in good faith for. the purpose of correcting some material error in the prior mortgage or under other proper circumstances and not for the purpose of avoiding or evading this Part." o[ ADfmuse. tny8d7om.fent repea 1 le 5 d . aSnudbstehcetiofonllowonineg noefwsseucbtisoenctioenigihstyin- sseevretend iins company to lieu thereof, namely:- register mortgages existing "(1.) Where a company registered in Queensland on property acquires any property which is subject to a. mortgage of acquired.] any such kind as would, if it had been created by the company after the acquisition of the property, have been required to be registered under this Part~ the company shall cause the prescribed particulars relating to the acquisition concerned together with a copy of the instrument by which the mortgage was created or evidenced accompanied by an affidavit verifying it as a true copy of such mortgage to be filed with the Registrar of Companies at Brisbane for registra- tion in manner required by this Act within thirty days after the date on which the acquisition is completed: Provided that if the property is situate and the mortgage was created outside Queensland, thirty days after the date on which the prescribed particulars and the copy of the instrument could in due course of post and if despatched with due diligence have been received in the State shall be substituted for thirty days after the completion of the acquisition as the time within which the particulars and the verified copy of the instrument are to be filed with the registrar for registration." Operation of 16. Sections eighty-five and eighty-seven of the s 1 s 5 . . 14 and Principal Act as amended by sections fourteen and fifteen of this Act shall apply and extend only with respect to mortgages or debentures created or acquisitions of property completed on and after the commencement of this Act, and the said sections eighty- five and eighty-seven as in force immediately prior to

1942. COMPANIES. Companies Act Amendment Act. 37 the commencement of this Aqt shall, notwithstanding such commencement, continue to apply and extend with respect to mortgages or debentures created or acquisitions of property completed before the commencement of this Act. 17. The following paragraph is added to section Amendment ninety-two of the Principal Act, namely;- ofs.92. [Rectifica- "In this section the term "mortgage" shall also tion of I.nC1ude deben t ure, charge, ll' en, or encumbranc"e. mreogritsgteargeosf.] 18. Subsection one of section ninety-four of the Amendment ] Principal Act is repealed and a new subsection one is ~ ~ s. ~ ! : inserted in lieu thereof, as follows;- ena lea. " (1.) If any company makes default in sending to the registrar for the purposes of filing- (a) The instrument (if any) by which any mortgage is created or evidenced or a copy thereof accompanied by the prescribed affidavit as required by subsection one of section eighty- five of this Act; or (b) The particulars of any issue of debentures of a series requiring filing together with the deed containing the charge or a verified copy thereof or· if there is no such deed one of the debentures of the series as required by subsection two of the said section eighty-five; or (c) The prescribed particulars relating to the acquisition of property subject to mortgage together with a copy of the instrument by which the mortgage was created or evidenced accompanied by an affidavit verifying it as a true copy of such mortgage as required by section eighty-seven of this Act, within the respective times limited in that behalf in sections eighty-five and eighty-seven respectively, then, unless the filing has been effected on the application of some other person, the company and every director, manager, secretary, or other person who is knowingly a party to the default shall be liable to a penalty not exceeding fifty pounds for every day during which the default continues."

38 COMPANIES. Oumpanies Act Amendment Act. 6 GEO. VI. No. 23, New s. 10lA. 19. A new section IOIA is inserted after section one hundred and one of the Principal Act, as follows:- Moners "[101A.] (1.) Where either a receiver is appointed ~ ;l~ III trust on behalf of the holders of any debentures of the company c0!llpany .for secured by a floating charge, or possession is taken by or tbmi partIes. on behalf of those debenture-holders of any property comprised in or subject to the charge, and the company is, under a contract of insurance, insured against liabilities to third parties, then, whether the company is or is not at the time in course of being wound up, in the event of any such liability being incurred by the company (either before or after the appointment of the receiver or possession being taken of any property as aforesaid) the amount of the liability so incurred shall upon being received by the company or the receiver from the insurer be held by it or him in trust and be paid by it or him to the third party to whom such liability was incurred to the extent necessary to discharge any liability remaining undischarged. (2.) If the liability of the insurer to the company is less than the liability of the company to the third patty, nothing in this subsection shall limit the rights of the third party in respect of the balance. (3.) The provisions of this section shall take effect notwithstanding any agreement to the contrary entered into after the commencement of *" The Oompanies Acts Amendment Act of 1942." " Amendment 20. The following paragraph is added to subsection ofs.l04. one of section one hundred and four of the Principal o( Rffeicgeisotfered Act, namely:- company.] " A company in general meeting may by resolution alter the provisions of its memorandum with respect to the situation of its registered office." Amendment 21. The following new paragraph is added to of s. 120. subsection four of section one hundred and twenty of the p [ r G o e V n? l8 ~ l a O l ns Pr· mC.lpaI Ac t , nameIy : - 8S t to Jual "Without limiting the meaning of the expression re urns. "officer of a company who is in default," every person who at the commencement of the proceedings for the infliction of a default penalty had been duly notified to the registrar to be a director of a company shall for the purposes of this subsection be deemed to be an officer of the company who is in default.". • TbisAct.

COMPANIES. 1942. Companie8 Act Amendment Act. 22. Subsection one of section one hundred and Amendment twenty-two of the Principal Act is repealed and a new of B. 122. subsection one is inserted in lieu thereof, namely:- ~= r,: ::l " (1.) A general meeting of every company shall be meeting.] . held once at the least in every calendar year, except in the year of incorporation, and not more than fifteen months after the holding of the last preceding general meeting, or, as the case may be, the incorporation of the company." 23. Subsection two of section one hundred and ~ mendment s·fi: thirty-three of the Principal Act is repealed and the ~ p 33. d following new subsection two is inserted in lieu thereof, lo:S° an namely:- account and balance- "(2.) The directors shall cause to be made out in sheet.] every calendar year and to be laid before the company in general meeting a balance-sheet as at the date to which the profit and loss account or the income and expenditure account, as the case may be, is made up, and there shall be attached to every such balance-sheet a report by the directors with respect to- (a) The state of the company's affairs. (b) The amount (if any) which they recommend should be paid by way of dividend. (c) The amount (if any) which they propose to carry to the reserve fund, general reserve, or reserve account shown specifically on the balance-sheet, or to a reserve fund, general reserve, or reserve account to be shown specifically on a subsequent balance-sheet. (d) Whether reserves have been drawn upon during the period covered by the profit and loss account or the income and expenditure account, as the case may be, and, if so, for what purpose. (e) The amount of depreciation (if any) prQvided in the accounts for the period covered by the profit and loss account or the income and expenditure account, as the case may be. (f) The basis of valuation of the stock-in-trade. (g) Whether provision has been made in such balance-sheet for all contingent liabilities which the directors· are of the opinion will result in losses to the company."

40 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, ---- ~ ~ ~ ~ - - - ~ -- - -- ~- -- ~ - . . . [ oAAfmpsep. no1di4nm2t. - ent forty 2 -t 4 w . o SoufbstehcetioPnrinthcripeeal oAf cstecistioanmoennedehdunbdyreadddainndg ment and thereto the following new provision, namely :- remunera- tion of "Failure on the part of a company to comply with auditors.] the provisions of this subsection shall render the company liable to a penalty not exceeding fifty pounds." Amendment 25. (1.) Section one hundred and forty-three of the of s. 143. Principal Act is amended as follows :_ [Disqualifi- { latio~ s for (i.) In paragraph (c) of subsection one after the aasppauodmittomre.] nt word" corporate " ht e words " other t han t he P ubl· 10 Curator" are inserted. (ii.) Subsection two is repealed and the following new subsections are inserted in lieu thereof :- "(2.) A director or officer of a subsidiary company (within the meaning of that term in section one hundred and thirty-seven) shall not be capable of acting as auditor of a holding company (within the meaning of that term in section one hundred and thirty-six) and a director or officer of a holding company (within the meaning of that term in section one hundred and thirty- six) shall not be capable or qualified to act as auditor of a subsidiary company (within the meaning of that term in section one hundred and thirty-seven). Qualifica- tions of auditor of company. (3.) Before any person shall be appointed to be an auditor of a company, he shall be qualified as hereinafter prescribed. Rules of Court may be made prescribing the qualifications of such auditors and all matters and things necessary or desirable to give effect to this provision: Provided that until otherwise prescribed by Rules of Court, no person shall be appointed an auditor of a company unless he is of the full age of twenty-one years and of good fame and character and possesses the following qualifications, namely: (a) He shall be an accountant in public practice and a member of any recognised association or institute of accountants as prescribed and/or approved from time to time in regulations under *" The Trusts Accounts Acts, 1923 to 1935" ; or * 14 G. 5 No. 4 and amending Act. See v. 9, pp. 694 et Beq.

1942. COMPANIES. Companies Act Amendment Act. (b) He shall be an accountant in public practice and an associate in accountancy under the Statutes of the University of Queensland; or (c) He shall be an accountant in public practice and whHe not possessing the qualifications under either (a) or (b) hereof shall have so practised for five years or upwards and approved by the Auditor-General as a person qualified to be an auditor of a company. (4.) Any person or body corporate acting as auditor of a company in contravention of the provisions of this section shall be liable to a penalty not exceeding one hundred pounds." (2.) Nothing in this section shall disqualify a body Savings. corporate from acting as auditor of a company if acting under an appointment made before the commencement of the Principal Act, and which body corporate is so acting at the commencement of this Act. 26. Section one hundred and forty-four of the Amendment Principal Act is amended, as follows ;_ o[ f sd' ~ 44: Au ltorll (a) One new paragraph (c) is added to subsection report. &0.] one of the said section, namely ;- " (c) Whether, in their opinion, the register of members and other records which the company is required to keep by this Act or by its articles have been properly kept." (b) The following new provisions are added to the said subsection one, namely;- "It shall be the duty of every auditor in his audit to enquire of the manager or secretary of the company as to whether the company has complied with the provisions of Division 3 of Part V. of *" The Public Ourator Acts, 1915 to 1938," as to unclaimed moneys so far as such provisions apply to the company and to furnish with his report to the company a certificate that such enquiry was made and the result thereof; failure on the part of the auditor to comply with these provisions shall constitute an offence, and render the offender liable to a penalty not exceeding twenty pounds. * 6 G. 5 No. 14 and amending Acts. See v. 9, pp. 627 et seq.

COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, The company shall attach the certificate of the auditor to the annual return filed with the registrar pursuant to section one hundred and twenty of this Act." Amendment 27. Section one hundred and forty-five of the of s. 145. Principal Act is amended as follows : - [Investiga- tion of (i.) In subsection seven the word" may" is inserted cafofmaiprsanoyf by before the words" direct that an " in the first paragraph " inspectors.] also the words "under the supervision of the court" occurring at the end of the third paragraph thereof are deleted. (ii.) A new subsection (3A) is inserted after subsection three, as follows:- "(3A.) (a) An inspector may by summons under his hand in the prescribed form require any officer or agent of the company to appear before him for examination and such summons may require the production of all books and documents in the custody or power of any officer or agent of the company: (b) Any officer or agent of the company who after receiving such summons fails to attend at the time and place mentioned therein shall be guilty of an offence and upon conviction shall be liable to a penalty not exceeding fifty pounds." New sub- section 8. Power of Governor in Council to appoint inspector. [S.A. No. 46 of 1939 s. 13 (158A).] (ili.) The following new subsection eight is added to the said section, namely :- " (8.) (i.) The Governor in Council, on the recommendation of the Crown Law Officer, may appoint the Auditor-General, an officer of the Department of the Auditor-General, the registrar, or any other competent person as an inspector to investigate the affairs of any company. The Crown Law Officer shall not make any such recommendation unless he has first received a written report from the Commissioner of Police or the registrar and the information contained in that report is such that he has reasonable cause to suspect that-- (a) The company is not carrying on business in good faith in the interests of shareholders; or

1942. COMPANIES. Companies Act-Amendment Act. (b) That the directors, managers, or officers of the company have been guilty of fraudulent or negligent conduct which has caused or is likely to cause serious loss to the company or the shareholders; or (c) That the company is endeavouring to raise capital from the public by unlawful or dishonest means. (ii.) In relation to any investigation under this subsection- (a) The inspector so appointed shall have the same authorities powers and duties as an inspector appointed by the Crown Law Officer except that instead of reporting to the Crown Law Officer, he shall report to the Premier and Chief Secretary for submission to the Governor in Council. The report shall be then forwarded to the Crown Law Officer for consideration; and (b) Officers and agents of the company shall have the same duties and liabilities as if the inspector had been appointed by the Crown Law Officer. (iii.) If any officer or agent of the company refuses: to produce to the inspector any book or document which it is his duty under this subsection so to produce,. or refuses to answer any question which is put to him by the inspector with respect to the affairs of the company, he shall be liable to be proceeded against in the same manner as if the inspector had been appointed by the Crown Law Officer. (iv.) For the purposes of this subsection- (a) The expression "officers" includes former officers; and (b) The expression "agents" in relation to a company shall be deemed to include the bankers of the company, and any persons employed by the company as auditors, whether those persons are or are not officers. of the company. 43

COMPANIES. Companie8 Act Amendment Act. 6 GEO. VI. No. 23, Amendment 28. Section one hundred and forty-six of the of s. 146: Principal Act is amended by inserting a new paragraph o[ Pnrorecpeeodrtinogfs ( a 1) t 0 su b sec t' Ion two 0 f t h e sal ' d sect ' IOn, name 1 y : - inspectors.] " (al.) Where an investigation is made pursuant to the provisions of subsection eight of the last preceding section, the expenses shall where, as a result of the investigation, no prosecution is instituted by the Crown Law Officer, be defrayed by the Crown, unless the court on application in that behalf made by the Crown Law Officer otherwise orders." Amendment 29. Section one hundred and forty-eight of the of s. 148. Principal Act is amended by inserting after the word f! ~~ ~r~f " authenticated" the words "by the signatures of such to be inspectors or." evidence.] Amendment 30. Subsection two of section one hundred and of s. 152. fifty-two of the Principal Act is repealed and the a[ Psrtoovisions following subsections two and three are inserted in lieu undischarged thereof, namely :- ~ : ~ uists "(2.) The leave of the Court for the purposes of directors.] this section shall not be given unless notice of intention ~~ . ~ :.w. to apply therefor has been served on the Crown Law 1936, s. 123. Officer and the Official Receiver, and the Crown Law Officer and/or the Official Receiver may appear or be represented at the hearing and may oppose the granting of the application. Meaning of Company. Official Receiver. (3.) In this section- " Company" includes an unregistered company and a company incorporated outside the State and registered or deemed to be registered pursuant to Part X. of this Act; " Official Receiver" means the Official Receiver in Bankruptcy." Amendment 31. Subsection one of section one hundred and of~ . ~ ~ 5. sixty-five of the Principal Act is amended by repealing ~ ~ : ~: ~ ~ of therein the words "the provisions of subsection two of tories.] this section and." [ oAAfmsp. ep1no8di5nmt. - ent Princ 3 ip 2 a . l IAncst,ecatifotenr otnhee hwuonrddrsed" saencdtioenighbtey- ftihvee oofffitchiael ment of trustee" the words" should be the official trustee" are torfufisctieael by inserted. the court in certain cases.]

1942. COMPANIES. Companie8 Act Amendment Act. 45 33. Paragraph (b) of section one hundred and Amendment ninety-one of the Principal Act is amended by insertingofs. l~ l. after the words " The official trustee," occurring at the ~ ; ! t~ l~ ~ le, commencement of the paragraph, the words" unless the ~ c. , . of court, when the official trustee is the Public Curator, lIqUIdators.] thinks fit to order otherwise." The proviso to the said paragraph (b) is also amended by inserting after the words " Provided that" the words" unless the court thinks fit to order otherwise." 34. Section one hundred and ninety-five of the Amendment Principal Act is amended by the addition thereto of the of s. 195. following provision;- "The provisions of this section as to payment or Sala~ y. of remuneration to a liquidator shall apply and extend to a h~ ~ ~ : : ~ ~ ~ : . l provisional liquidator appointed under section one hundred and eighty-nine of this Act." 35. Section two hundred and four of the Principal Amendment Act is amended by inserting the following proviso to of B. 204. subsection one of the said section:- ~ ~ aymentB " Provided that where the official trustee (being the l~ 1~ ~ ~ ~ ~ . ] Public Curator or any Deputy Public Curator) is the liquidator, such moneys received by him shall be paid into the common fund established pursuant to the provisions of *" The Public Ourator Acts, 1915 to 1938." " 36. Section two hundred and five of the Principal Amendment Act is amended as follows :_ . o[ Af s u . d 2 it 05 o . f (i.) Subsection one is amended by inserting after liquidator's the words "Every liquidator" the words "other than accounts.] the official trustee when such official trustee is the Public Curator." (ii.) Subsection two is amended by inserting after the words" verified by" the words" an affidavit or." (iii.) A new subsection six is added to the said section, namely:- " (6.) The term "registrar" in this section means the Registrar of the Supreme Court." * 6 G. 5 No. 14 and amending Acts. See v. 9, pp. 627 et seq.

46 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23. New s. 205A. 37. (1.) The following new section 205A is inserted after section two hundred and five of the Principal Act, namely:- . Dutr of "[205A.] (1.) The official trustee, being the Public ~ ! ~ : ~ as to Curator acting as liquidator of a company which is being filing wound up by the court, shall at such times as may be accounts. prescribed but not less than twice a year deliver to the court for filing an account of his receipts and payments as official trustee in the prescribed form. Such account shall be verified by an affidavit or a statutory declaration in the prescribed form, and one copy thereof shall be filed and kept by the official trustee and such copy shall be open to the inspection of any creditor or of any person interested. (2.) The official trustee except where otherwise ordered by the court shall cause the account when filed or a summary thereof to be printed, and shall send a printed copy of the account or summary by post to every creditor and contributory." Operation of (2.) This section shall be deemed to have operation section. on and from the commencement of the Principal Act. Amendment 38. Subsection one of section two hundred and of B. 207. seven of the Principal Act is amended by inserting after f~ ~ \ ~ a: : o~ : ] the words "or has been removed from his office" the following words, namely :-" or when, in any liquidation in which the affairs of the company have been completely wound up he has pursuant to the provisions of section two hundred and twenty-eight of this Act obtained an order of the court dissolving the company." Amendment 39. In section two hundred and twelve of the of s. 212. Principal Act, after the word "receiver" the words r[ePqouwireer to "provisional liquidator, liquidator in a voluntary delivery of winding up " are inserted; also the word " or " occurring property.] before the word "officer" is repealed; also after the words " of the company" the words " or other person " are inserted. Amendment 40. Subsection one of section two hundred and of s. 228. twenty-eight of the Principal Act is repealed and the o[ Df issolution following new subsection one is inserted in lieu thereof, company.] namely:- " (1.) As soon as the affairs of the company have been completely wound up, it shall be the duty of the

1942. COMPANIES. Companies Act Amendment Act. 47 liquidator to apply to the court for an order that the company be dissolved, and from the date of the order the company shall be dissolved accordingly." 4l. Subsection one of section two hundred and Amendment thirty-four of the Principal Act is amended by deleting of s..234. the words "within seven days" and by inserting the r [ e N s o o t l l u C t ~ lOonf to words" within fourteen days" in lieu thereof. wind up voluntarily.] 42. Section two hundred and thirty-six of the Amendment Principal Act is repealed and the following section is of s. 236. inserted in lieu thereof, namely:- "[236.] (1.) Where it is proposed to wind up a Declaration company voluntarily, the directors of the company or, of solvency. in the case of a company having more than two directors, the majority of the directors may, at a meeting of the directors held before the date on which the notices of the meeting at which the resolution for the winding 'up of the company is to be proposed are sent out, make a statutory declaration to the effect that they have made a full enquiry into the affairs of the company, and that, having so done, they have formed the opinion that the company will be able to pay its debts in full within a period, hot exceeding twelve months, from the commence- ment of the winding up. There shall be attached to such statutory declaration a statement of the affairs of the company showing, in summarised form- (a) The assets of the company, and the total amount expected to be realised therefrom; and (b) The liabilities of the company; and (c) ~ he estimated expenses of the winding up. (2.) A declaration made as aforesaid shall have no effect for the purposes of this Act unless it is delivered to the Registrar of Companies for registration before the date mentioned in subsection one of this section. (3.) A winding up in the case of which a declaration has been made and delivered in accordance. with this section is in this Act referred to as" a members' voluntary winding up," and a winding up in the case of which a declaration has not been made and delivered as aforesaid is in this Act referred to as "a creditors' voluntary winding up."

COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, (4.) Where a declaration of solvency has been made and delivered in accordance with this section, the liquidator may within a period, not exceeding three months, from the commencement of the winding up, make and file with the Registrar of Companies a statutory declaration to the effect that he has made an enquiry into the affairs of the company and that he has formed the opinion that the company will be able to pay its debts in full within a period, not exceeding twelve ~ onths, from the commencement of the winding up. There shall be attached to such statutory declaration a statement of the affairs of the company showing in summarised form- (a) The assets of the company, and the total amount expected to be realised therefrom; and (b) The liabilities of the company; and (c) The estimated expenses of the winding up. (5.) If the liquidator does not file the aforesaid statutory declaration within the said period of three months from the commencement of the winding up, the winding up shall thereupon become a "creditors' voluntary winding up" and the liquidator shall forthwith convene a meeting of the creditors of the company to be held not more than twenty-one days after the expira- tion of the said period of three months from the com- mencement of the winding up, for the purpose of nominating a person to be liquidator. Penalty on the liquidator for failing to convene the meeting, not exceeding two hundred pounds. (6.) The liquidator in a members' voluntary winding up may at any time after his appointment make and file with the registrar of companies a statutory declaration to the effect that in his opinion the company will not be able to pay its debts in full within a period, not exceeding twelve months, from the commencement of the winding up, and on the filing of such declaration the winding up shall thereupon become a "creditors' voluntary winding up," and the liquidator shall forthwith convene a meeting of the creditors of the company to be held not more than twenty-one days from the date of the filing of such declaration, for the purpose of nominating a person to be liquidator.

COMPANIES. 1942. Companies Act Amendment Act. ---- --- - - - ~ - - - - - - - ----------- (7.) If the person nominated by the meeting of creditors referred to in subsection five or subsection six of this section is a person other than the then liquidator of the company, the person nominated by the creditors shall be the liquidator, and if no person is nominated by the creditors the person, if any, then acting as liquidator, shall be the liquidator: Provided that if the person nominated by the creditors is not the person then acting as liquidator, any director, member, or creditor of the company may, within seven days after the date on which the nomination was made by the creditors, apply to the Court for an order either directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors, or appointing some other person to be liquidator instead of the person appointed by the creditors. (8.) The creditors at the meeting to be held pursuant to subsection five or subsection six of this section, or at any subsequent meeting of creditors, may, if they think fit, appoint a committee of inspection, and the provisions of section two hundred and forty-six of this Act shall apply to Eluch committee. (9.) The creditors present or represented at a meeting held pursuant to subsection five or subsection six of this section shall appoint one of their number to be chairman of the meeting. (10.) If the liquidator does not convene a meeting of creditors of the company in accordance with the provisions of subsection five or subsection six of this section, any creditor of the company may convene the meeting by advertisement in the Gazette and in one daily newspaper circulating in the locality wherein the registered office of the company is situated. The costs and expenses incurred in the convening of such meeting shall be deemed to be part of the costs and expenses of the winding up of the company and shall be paid to the person or persons incurring such expenses. (11.) The remuneration of the liquidator appointed by the members, for his services as liquidator to the date of the appointment of a liquidator by the creditors shall be fixed by the committee of inspection, or if there is no such committee by the creditors. 49

50 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, (12.) (a) Any person who makes a statutory declaration under the provisions of subsection one or subsection four of this section without proper justification therefor shall be liable to a fine not exceeding two hundred pounds. (b) Where a statutory declaration is made under the provisions of subsection one or subsection four of this section, and it appears in the winding up of the company that the company will be unable to pay its debts in full within a period of twelve months from the date of the commencement of the winding up, the onus shall lie upon any person making such statutory declaration in respect thereof to show that he had proper justification in forming the opinion declared to by him. (c) In considering whether a person had proper justification for forming the opinion declared to by him in a statutory declaration as aforesaid, the Court, having cognisance of the matter, may have regard to such considerations as would in the particular circumstances usually guide a business man." - Amendment 43. Subsection one of section two hundred and of s. 256. fifty-six of the Principal Act is repealed and the following l[iNqoutiidcaeto b r y new subsections one, two, and three are inserted in lieu of his appoint- ment.l thereof, namely :- "(1.) The liquidator shall within twenty-one days after his appointment file with the registrar of companies a notice of his appointment in the form prescribed. (2.) The notice shall state the situation of his office. Notice of any change thereof shall be given by him to the registrar within twenty-one days after such change. (3.) Service at such address shall be deemed good service on him and on the company." And subsection two is renumbered subsection four accordingly_ Amendment 44. (1.) Section two hundred and sixty-nine of the of s. 269. Principal Act is amended as follows : - (i.) After the words "Every official trustee" the words" other than the Public Curator" are inserted. Percentage payable to Public Curator. (ii.) The following proviso is inserted after the second paragraph :- " Provided that the Public Curator or any Deputy Public Curator when acting as an official liquidator or provisional liquidator shall be entitled to deduct and

1942. COMPANIES. Companies Act Amendment Act. 51 retain as a first charge a sum at the rate of five pounds or at such rate as the court may determine for everyone hundred pounds that comes to his hands as official liquidator or provisional liquidator as the proceeds of property realised or debts collected by him while acting as official liquidator or provisional liquidator." (2.) The provisions of this section shall have effect as from the date of the commencement of the Principal Act and shall have retrospective operation accordingly. 45. The Principal Act is further amended as follows :- (i.) In section two hundred and seventy-two, after Amendment the word "enacted" the words "in this Act" are of s. 272. inserted • inRsuollevsenincy to prevail in winding up.] (ii.) In section two hundred and seventy-three, the Amendment first paragraph, being all words from and including of~ . ~ 73. " Subject as" to and including" effect accordingly," is ~~~~tk of repealed and the following paragraph is inserted in lieu winding up thereo f , name1y : - preserved.] "Subject as hereinafter provided in this section, nothing in this Act shall prejudice or in any wise affect the right of the Crown to be paid the debts of the Crown in the winding-up of a company in priority to all other debts, except the debts mentioned in section two hundred and seventy-four of this Act, and such priority of the Crown shall be preserved and shall continue and have effect accordingly." (iii.) In section two hundred and seventy-four the Amendment words" Subject as hereinbefore provided in a winding-up ofs. 274. there shall be paid in priority to all other debts" are ~ ~ ~ e: : ~ ~ : . it repealed and the following words are inserted in lieu thereof, namely :- " In a winding-up there shall be paid in priority to all other debts, including debts of the Crown,". 46. A new section 274A is inserted after section two New s. 274A. hundred and seventy-four ofthe Principal Act as follows:- "[274A.] (1.) Where a company is, under a contract Case of of insurance entered into before the commencement of ? ~ : ~ ' : fY the winding up, insured against liabilities to third against parties, then in the event of any such liability being ~ i; ~ ~ ~ ; ~ s incurred by the company (either before or after the parties. commencement of the winding up) the amount of the ~· : 9f( ·5~ ~36,

52 COMPANIES. Companie8 Act Amendment Act. 6 GEO. VI. No. 23, liability so incurred shall, upon being received by the liquidator from the insurer, be held by him in trust and be paid by him to the third party to whom such liability was incurred to the extent necessary to discharge any liability remaining undischarged. (2.) If the liability of the insurer to the company is less than the liability of the company to the third party, nothing in this subsection shall limit the rights of the third party in respect of the balance. (3.) The provisions of this section shall take effect notwithstanding any agreement to the contrary entered into after the commencement of *" The Companies Act Amendment Act of 1942." " Amendment ofs.275. 47. Subsection one of section two hundred and (Fraudulent seventy-five of the Principal Act is amended by omitting preference.] the words " a fraudulent preference," where those words twice occur, and inserting in lieu thereof the words "a preference, a priority, or an advantage." Amendment 48. In paragraph (n) of subsection one of section ~ ~ ; ~ =: ~~ two hundred and eighty of the Principal Act the word by officers "on" is inserted before the words " behalf of." of companies in liquidation.] SoAfamvs.ienn 2 g 8 d 7 mo . fent and 4 ei 9 g . ht ( y 1 - . s ) evSeunbseocftitohne tPhrrienecipoaf lseAcctitonis tawmoenhduenddrbeyd Public inserting after the word "disqualify" the words "the C as utroator Public Curator." disqualifica. The sidenote is also amended by inserting after the atipopnooinf tment words " regard t 0 "the words " P ubl· 10 Curat or. " of liquidator. Operation of section. (2.) This section shall be deemed to have operation on and from the commencement of the Principal Act. Amendment 50. The following new subsection (lA) is inserted ofs.292. after subsection one of section two hundred and ninety-two of the Principal Act, as follows : - ~orma. " (lA.) In any case where a company is being tpleOnndainsgto wound Up vo I untarl' 1y and t he I I ' qU'ld. at or ceases t 0 act as liquidations. liquidator he shall, within thirty days from the date on which he so ceases to act, send to the Registrar of * This Act.

1942. COMPANIES. Companies Act Amendment Act. 53 Companies a statement in the prescribed form and containing the prescribed particulars with respect to the proceedings in and position of the liquidation." 51. Section two hundred and ninety-nine of the Amendment Principal Act is amended by adding the following of s. 299. paragraph to subsection one thereof, namely:- " Without limiting the generality of this subsection Removal the registrar shall have reasonable cause to believe that of defu~ ct a company is not carrying on business or in operation ~ ~ ~ ames if such company fails to make the prescribed annual register. return within the prescribed time." 52. (1.) Subsection three of section three hundred Amendment and two of the Principal Act is amended by inserting of s: 302. after the word "disqualify" the words "the Public d S l ~ s v q m ua g li ~ f s ictao. Curator." tion from appoint· A new sidenote is also inserted opposite subsection ment of three, name I y : - " Savr. ng.In regard t 0 P ublic Curat or, PCuubralitcor as Queensland Trustees, and Union Trustee Companies." receiver. (2.) This section shall be deemed to have operation Operation on and from the commencement of the Principal Act. of section. 53. Part X. of the Principal Act-BRITISH Repeal of COMPANIES (being sections three hundred and twenty to Parts x. three hundred and thirty)-and Part XI. of the Principal : ~ ~ XI., Act-FOREIGN COMPANIES (being sections three hundred substitution and thirty-one to three hundred and forty-one)-are ~ ar~ ~ ~w repealed and the following new Part X. and sections numbered three hundred and twenty to three hundred and forty-one are inserted in lieu thereof, namely:- " PART X.-COMPANIES INCORPORATED OUTSIDE THE STATE. [320.] In this Part the word " company" includes Definition of society or other incorporated body. "company." [321.] This Part shall apply to all companies Companies incorporated outside the State of Queensland which ~ whic~ after the commencement of *" The Companies Act N~ ~ \ if. ) 9~ ~ , s: 11. Amendment Act of 1942" establish a place of business ~ 193 or commence to carry on business within this State, 351. 4·5, and to all companies incorporated outside this State Q'land. 1931, which have before the commencement of *" The Companies ss. 320~ 32l. Act Amendment Act of 1942" established a place of * This Act.

54 COMPANIES. Oompanie8 Act Amendment Act. 6 GEO. VI. No. 23~ business or have commenced to carry on or have carried on business within this State and which continue to carry on business within this State after the commence- ment of *" The Oompanies Act Amendment Act of 1942." Documents, [322.] Every company to which this Part ~ : li ~ r! e t applies shall within one month from the date at which it reg;trar. f~ r establishes a place of business or commences to carry on ; ' r; aY~ : a business, or in the case of companies carrying on business s. '62.' 'in Queensland at the time of commencement of *" The s Q S . . ' A 3la5 . n2d1(. 9I91334. 1) 5,, . t O . Im om es pa p n r ie o s vI.d A e c d t b A y me s n ec d t m I.O e n nt th A r c e t e o h f un1d9r4e2d, " anwdithtwinentthye- BB. 321, 322. three of this Act, register under this Part and file with the registrar for registration- (a) A copy certified by the Registrar of Joint Stock Companies or other proper officer of the country of incorporation of the memorandum and articles of association, deed of settlement, or other instrument declaring the constitution and functions of the company together with a copy certified by such registrar or proper officer of the certificate of incorporation of the company: and if the instrument is not written in the English language, a certified translation thereof; or (b) If the company is a company incorporated within the British Dominions other than Queensland and the company is incorporated in the country of incorporation by an Act or Ordinance, a copy of such Act or Ordinance purporting to be printed by the King's Printer or the official printer for the Government of the country of incorporation; or (c) If the company is incorporated· by . royal charter, a copy of such royal charter certified by a notary public; or (d) If the company is a company incorporated according to the laws of a country other than His Majesty's Dominions and the company is incorporated in the country of incorporation by an Act or Ordinance or by charter, a copy of such Act, Ordinance, or charter * This Act.

1942. COMPANIES. Companie8 Act Amendment Act. certified under the hand of a Secretary of State of the country of incorporation and nnder the seal (if any) of his office or certified mder the hand of a British ambassador, envoy, minister, charge d'affaires, secretary of embassy or legation, consul-general, consul, vice-consul, acting consul, pro-consul, consular agent, or notary public and under the seal of his office, and if the instrument is not written in the English language a certified translation thereof; or (e) Such other evidence of incorporation as the registrar may require, together with, in any of the four lastmentioned cases, a copy of every deed of settlement or other instrument declaring the constitution and functions of the company. In addition to the above, such company shall also register and file with the registrar for registration- (f) A list of the directors of the company in the State or country in which it is incorporated, and of the directors in this State (if any) con- taining such particulars with respect to the directors as are by this Act required to be contained with respect to directors in the register of directors of the company: where there are directors in this State a memoran- dum shall be attached to the said list stating the powers of the local directors; and (g) A memorandum of appointment under the seal of the company or executed in such manner as to be binding on the company and, in either case, verified in the prescribed manner stating the name and address of some one or more persons resident in this State authorised to accept on behalf of the company service of process and any notices required to be served on the company, which person or persons shall be deemed to be the agent or agents of such company for the purposes of this Act. The memorandum of appointment required by this paragraph may be by power of attorney. Where the appointment is made by some person duly authorised in manner aforesaid in that behalf 55

56 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23. Soh. XII. by the company an original copy of the deed granting such power or authority shall be produced to the registrar, who shall retain the same or a copy thereof certified under the hand and seal of the registrar to be a true copy, and such copy shall for all purposes be deemed to be an original ; (h) Notice of the situation of its registered office and of the days and hours during which it is accessible to the public, and of the place of abode or of business of the agent of the company; and (i) A statutory declaration, made and signed by the agent of the company in the form contained in the Form A of the Twelfth Schedule to this Act, or to the like effect. Duty of [323.] (1.) Every company incorporated outside of this ~~ r:~ ~ ny State which before the commencement of * "The Companies cabolurmseianmdeeysnsciend w Ac it t h A t m " eTnhdemeBnrtitAischt C o 'J ~ om 19 p 4 an 2 i " es (w A h c e t th o e f r1i8t8h6a"s ocrom t" p T li h e e d ~ ~ ~ at~936 Foreign Companies Act of 1895 " or Parts X. and XI. of s. '62.' , §" The Companies Act of 1931" or not) commenced or S·t52 ~ ~ f4. 5, carried on business in this State shall within the times s. . specified in subsection two of this section, so far as it has not already done so, file with the registrar the documents and particulars specified in section three hundred and twenty-two. (2.) (a) Every company referred to in subsection one of this section incorporated outside of this State but within the Commonwealth of Australia shall comply with the provisions of this Part within six months from the date of the commencement of *" The Companies Act Amendment Act of 1942 " : Provided that until the expiration of the period aforesaid a company which has prior to the commence- ment of *" The Companies Act Amendment Act of 1942" complied with t" The British Companies Act of 1886" or Part X. of §" The Companies Act of 1931 " shall be deemed to have complied with the provisions of this Part. * This Act. t 50 V. No. 31. Repealed by 22 G. 5 No. 53. t 59 V. No. 2. Repealed by 22 G. 5 No. 53. § 22 G. 5 No. 53. See v. 2, p. 10.

1942. COMPANIES. Companie8 Act Amendment Act. 57 (b) Every company referred to in subsection one of this section incorporated outside of this State and outside of the Commonwealth of Australia shall comply with the provisions of this Part within nine months from the date of the commencement of *" The Companies Act A mendment Act of 1942 " : Provided that until the expiration of the period aforesaid, a company which has prior to the commence- ment of *"The Companies Act Amendment Act of 1942" complied with t" The British Companies Act of 1886" or t" The Foreign Companies Act of 1895," or Parts X. and XI. of §" The Companies Act of 1931" shall be deemed to have complied with the provisions of this Part. . [324.] {1.) If in the case of any company to which Return to. this Part applies any alteration is made in- ~ : gi! ! ~ : ! r WIth (a) TahrtelC . c I ehsartoefr, sthtaetutceos, mopar nmy emoor ranadnuym saunc h d wd& ohcc. e, uramelteenrtesd, . instrument as aforesaid· or N.S.W.1936, (b) The directors of the com~ any or the particulars 8.1\934.5, contained in the list of the directors; or B. 359. (c) The names or addresses of the persons authorised to accept service on behalf of the company; or (d) The situation of its registered office or the hours when that office is accessible to the public; or (e) The name of the company, the company shall within three months of the making of the alteration or within such further time as the registrar may in any particular case allow file with the registrar a return containing the prescribed particulars of the alteration. (2.) A return pursuant to paragraph (d) or paragraph (e) of subsection one of this section shall be advertised by the registrar at the cost of the company in the Gazette and in a daily newspaper published in Brisbane and, where the registered office of the company is situated more than fifty miles from Brisbane, in addition in a newspaper published in the district in which that office is situated. * This Act. v. t 50 No. 31. Repealed by 22 G. 5 No. 53. :I: 59 v. No. 2. Repealed by 22 G. 5 No. 53. § 22 G. 5 No. 53. See v. 2, p. 10.

58 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, ~ :~ ~:~y [325.] (1.) Every company to which this Part applies registered shall have a registered office in the State. office. N.S.W.1936, (2.) The office shall be accessible to the public for ~ . !~ ·1934-5, not less than three hours between the hours of eight sQs,. f ~ 5 ~ 3 4 d : 3193351.' od' acylocfkor in atthelemaostrnfinivge andadyssix eoa' cclhocwk e in ekthseaevveenoinngbeaanckh holidays: Provided, however, that the office may be closed in anyone year for not more than fourteen consecutive days. (3.) All communications and notices to the company may be addressed to the company at its registered office. Service on [326.] Any process or notice required to be served aogffeicnet goorodat on a company registered under this Part shall be service on sufficiently served- company. N.S.W. 1936, (a) If addressed to the company and left at or s.66. S.A. 1934-5, sent by registered post to the registered office s.356. of the company; or Q'land. 1931, ss. 325. 336. (b) If addressed to any person whose name has been filed under section three hundred and twenty-two of this Act as agent of the company and left at or sent by registered post to his registered address. !a; :: ~ :- [327.] (1.) (i.) Every company to which this Part company applies shall, at least once in every year, and at intervals ~ an: Ying <.m of not more than fifteen months, file with the Registrar s: :~ ss ID a true copy, signed by the agent, of the last general N.S.W.1936. balance-sheet of the company prepared prior to such ~ . ! \ 934- 5, filing, and post up, and keep posted up until the filing of a s. 358. true copy of the next following balance-sheet, in a conspicuous place at the registered office of the company, another true copy of such balance-sheet signed as aforesaid. (ii.) Such balance-sheet shall be in such form and contain such particulars and include such documents as the company is required to make out and lay before the company in general meeting by the law for the time being applicable to such company in the country or State where it was incorporated, and shall be accompanied by a statutory declaration in a form prescribed by regulations that such law has been complied with:

1942. COMPANIES. Oompanies Act Amendment Act. 59 Provided that the Registrar may, in any case in which he thinks proper, require the balance-sheet to bo in such form and to contain such particulars and te include documents of such a nature as the Registrar requires by notice in writing to the company: but this proviso shall not authorise the Registrar to require a balance-sheet to contain any particulars or include any documents other than are required in the balance-sheet of any class of public company under Part VI. of this Act. (2.) If any such balance-sheet is not written in the English language there shall be annexed to it a certified translation thereof. (3.) This section shall not apply to a company incorporated in Great Britain or in any British Dominion or possession as a private or proprietary company which by the law of the place in which it is incorporated is not required to publish its balance-sheet or lodge the same in a public office. [328.] A company incorporated according to the Eff~ ct of. Qlauweseonsflsaonmd eapnadrtreogfiHstiesreMdaJu'ensdteyr's tDhoismPinaiornt soofththei • rsthAacnt i o re n f g ~ cl O So I tm y r o ap r tla a On t n e y d shall within Queensland have and be entitled to the same.~~ ~ rights, powers, capacities, and privileges, including the Dominions right to hold and convey land, and shall be subject to the Q~ ! ~~ = d. same obligations, liabilities, and disabilities as if it had N.S.W. 1936, 1 been incorporated under the laws of Queensland subject, ~ 5' 1934.5 nevertheless, to the provisions hereinafter contained. s: 3im. ' Q'la.nd. 1931, But nothing in this Act shall have the effect of s. 323. enabling any such company to take or hold land in Queensland except under and subject to such conditions (if any) as are imposed by the constitution of the company. [329.] A company incorporated according to the laws Disability of of some part of His Majesty's Dominions other than~ ompany ted Queensland is not, except by virtue of some Act of: :~ ~ ora the Parliament of Queensland, or some Act or Ordinance grit~h. having the force of law in Queensland, or some royal ot~ :~ h: ' charter extending to and having effect in Queensland, Q~ eensla. nd competent to take, hold, convey, or transfer land in :'gistered. Queensland for an estate of freehold unless such company Q'~~ . 1931, has been registered in Queensland under this Part. 8..

60 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, Obligation to [330.] Every company to which this Part applies state name shall- of company whether (a) In every prospectus inviting subscriptions in limited and country the State for its shares or debentures, set where forth the name of the company, the situation incor· porated. of its registered office in the State, and the N.S.W.1936, country in which the company is incorporated; s.69. S.A. 1934·5, s.36. (b) Conspicuously exhibit on every place where it carries on business in the State the name of the company and the country in which the company is incorporated; (c) Cause the name of the company and of the country in which the company is incorporated to be stated in legible characters in all bill- heads and letter-paper, and in all notices, advertisements, and other official publications of the company; and (d) If the liability of the members of the company is limited (unless the last word of the name of the company is the word" Limited") cause notice of that fact to be stated in legible characters in every such prospectus and in all bill-heads, letter-paper, notices, advertise- ments, and other official publications of the company in the State, and to be affixed on every place where it carries on its business. Registered [331.1 A company registered under this Part of this :::;P:! and Act may bring or defend any action, suit, or other legal be sued. proceeding in any court of justice in Queensland having ~ ' ~ a3~ ~ · 1931, jurisdiction over the subject-matter as if such company had been incorporated under the laws of Queensland. When [332.] A company incorporated according to the : : : ~Iated laws of. a country oth~ r than His .Majesty's Domi~ i? ns according to and regIstered under thlS Part of thIs Act, upon receIvmg ~~ ' : t~ a a license from ~ he Governor in Council in that behalf, ot~ er than but not otherwIse, shall be competent to take, hold, : ~ esty' s convey, and transfer land in Queensland for any estate Dominions of freehold or less than freehold. may hold ~ d. d 193 The Governor in Council is hereby empowered to s. 3~ ~ . · I grant any such license, subject to such terms and con- ditions, including the power of revocation for breach thereof, as he thinks fit to impose.

1942. COMPANIES. Oompanies Act Amendment Act. 61 [333.] Upon the registration of a company under this Certificate Part and upon payment of the prescribed fee, the ~ ! gistration. registrar shall issue a certificate under his hand and the N.S.W.1936. se~ l of his office in th~ Form B of the Twelfth Sche~ ule to 8.1'\934.5, ~ thlS Act or to the like effect. A copy of such certIficate s. 354. shall be published in the Gazette at the expense of the ~' . l; ~ ~; ~:g~. company. A certificate issued under this section or a copy thereof certified under the hand of the registrar or production of the Gazette purporting to contain a copy of such certificate shall be prima facie evidence in all courts that such company is formed or incorporated and is duly registered under this Part, that the person therein named as agent is the agent of such company in Queensland, and that the address of ,such agent in Queensland is situate as therein stated, and of all other particulars mentioned in such certificate. [334.] The provisions of section twenty-nine of this ~pplic;~ion aArcet nsehcaelslssaoryfaorr aWs . iathppsliuccahblme owdiitfhicastuI.Ochnsadaas pmtaatiyon f sroams o o[ n R e B S t ' rl . C t I : On time to time be prescribed by Order in Council extend r~ gistration and apply with respect to companies formed or incorpor- :ompanies ated outside Queensland to which this Part applies. n b a y mceesn. l a in [335.] No company shall be deemed to carry on ~ eaning of business in this State within the meaning of this Part b~ ~ ~ s. ~ ; n by reason only of its investing its funds or otherwise N.S.W. 1936. holding property in this State. ~· . 1\ 934. 5, For the purposes of this Part the expression " carries s. 364. on business," without limiting its ordinary meaning, also includes establishing or using a share transfer or share registration office; and. "to carry on business" has a corresponding meaning. [336.] For the purposes of this Part the term Meaning of " certified" means certified in the prescribed manner to:: ~ ~ : : ! ! : F be a true copy or a correct translation. and" pros· pectus." The term "director" in relation to a company N.S.W. 1936. includes any person in accordance with whose directions 8.1\934.5, or instructions the directors of the company are 11. 364. accustomed to act; and the term "prospectus" has the same meaning as when used in relation to a company incorporated under this Act.

62 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, . Default by [337.] If any company to which this Part applies ~s~ n1936 fails to comply with any of the requirements of this s.·73.· 'Part of this Act, the company, the agent, and every S.A. 1934-5, officer of the company who is in default shall be liable s. 363. to a pena I ty not exceedm' g one hun'dred pounds, or m. the case of a continuing offence five pounds for every day during which the default continues. Supreme [338.] (1.) The Supreme Court has jurisdiction to C,:>urt may wind up a company registered under this Part so far as =~ a~~. such company carries on operations or has assets in the N.S.W. 1936, State. . s. 7l. S.A. 1934-5, (2.) The powers conferred on the court by subsection Q,f!d.193l, one of this section may be exercised notwithstanding ss. 328-338. that the company may have been dissolved or has otherwise ceased to exist as a company under or by virtue of the laws of the country in which it was incorporated or formed, and for the purposes of the winding up and of any proceeding therein or arising thereout or taken in the course thereof the company shall be regarded as having continued in existence, and the person who was last registered as the agent of the company pursuant to section three hundred and twenty- two of this Act shall be regarded as the agent or public officer of the company. This subsection shall extend to a case in which the company was dissolved before the commencement of *"The CompaniesAct Amendment Act of 1942" as well as to a case in which the company is dissolved after such commencement. Effect of [339.] In the event of the winding up of a company winding up. registered under this Part, all land of the company ! ! :I~ t~ ~ ~ : , within Queensland shall, subject to any valid mortgage, encumbrance, or charge subsisting thereon, be applicable in the first instance in payment and discharge of the debts of the company contracted within Queensland in priority to any other debts of the company except debts secured by such mortgage, encumbrance, or charge. Company [340.] (1.) If any company to which this Part ~ :~ ~ ; o applies ceases to carry on business in the State it business. shall forthwith file notice of the fact with the Registrar B N . . 7 S 2 .W . .1936, 0 f CompanI. es, and as f rom the dat e on whI'Ch not'ICe I . S S.A. 1934-5, so given the obligation of the company to file any ~ 9:~ ~ ~. 24 document with the Registrar of Companies shall cease. {361A}. * This Act.

1942. COMPANIES. Companies Act Amendment Act. 63 (2.) (a) If a company to which this Part applies Where goes into liquidation in the country in which it is ~ ~ : P: lo incorporated, the agent of such company shall forthwith liquidation. file with the Registrar of Companies notice of the liquidation and of the appointment of the liquidator and such liquidator shall until a liquidator for Queensland is appointed by the court have the powers of a liquidator for Queensland. (b) Any creditor or contributory of such a company going into liquidation as aforesaid may apply to the court for an order for the affairs of the company so far as the assets in this State are concerned to be wound up in this State, and on such order being made the provisions of this Act relating to the winding up of a company incorporated in this State shall, with such adaptations as are necessary, extend and apply accordingly. [341.] (1.) If a company to which this Part applies ComPll:ny is dissolved in the country in which it was incorporated ~ ~ s~ ~ rv~ ! in the agent of the company shall forthwith file notice ?ountry of thereof with the Registrar of Companies. ~ ~ ~ ~ : ora- N.S.W.1936, s. 72 (3). S.A.1939, s. 24 (361B). (2.) The notice referred to in subsection one of this Fil~ g of section shall be advertised in the Gazette and in one notlCe. Queensland daily newspaper circulating in Brisbane, and a copy of any such advertisement shall be filed with the registrar. (3.) Upon being satisfied that three months have Removal of expired since the filing and the last publication of the name. notice referred to in subsection one of this section the Registrar of Companies shall remove the name of the company from the register." 54. Wherever in the Principal Act reference is Construe- made t 0 a " regI.St ered B rI "t· ISh company " suhc reference" tiorengoisftteerremd s. shall mean and include a company incorporated within British " the British Dominions other than Queensland which has ~~ ~pany complied with or is deemed to have complied with the" re¥istered provisions of Part X. as now enacted by this Act. ~ ~ :~ : ny. " Wherever in the Principal Act reference is made to a "registered foreign company" such reference shall mean and include a company incorporated according to the laws of a country other than His Majesty's

64 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, Dominions which has complied with or is deemed to have complied with the provisions of Part X. as now enacted by this Act. Wherever in the Principal Act reference is made to Part X. and/or Part XI. of this Act, such reference shall be and be construed as being a reference to Part X. of this Act. Amendment 55. Section three hundred and sixty-eight of the 'O{ f Rs. 3~ 8.. Principal Act is amended, as follows :_ estrlCtlOns : h~ : 1! gof (i.) Subsection one is repealed and the following :subscription subsection is inserted in lieu thereof : - .or sale.] " (1.) A person shall not, whether by appointment or otherwise, go from house to house or from place to place offering shares for purchase to the public or any member of the public. In this subsection "house" or "place" does not include an office used for business purposes; and "office used for business purposes" includes that part of a building which is solely or mainly used for business, trade, or professional purposes, but does not include that part of a building which is solely or mainly used for residential purposes. The expression "offering shares for purchase" shall, without limiting in any wise its ordinary meaning, include offering shares for subscription or underwriting, or offering shares by way of barter or exchange, whethf"-l' wholly or in part for other shares or securities or property of whatever nature belonging to the member of the public concerned." (ii.) In subsection seven, after the words" deben- tures and units," the words "and all such documents (commonly referred to as bonds) as confer or purport to confer on the holder thereof any clai:gl against a company, whether such claim is present or future or certain or contingent or ascertained or sounding only in damages" are inserted. Amendment 56. The following new subsection two is added to 'Ofs.370. section three hundred and seventy of the Principal Act, [ ti P o r n o s se o c f u- namely:- .offences.] "(2.) Proceedings for offences under this Act may be instituted at any time within six months after the

COMPANIES. 1942. Companies Act Amendment Act. commission of the offence or within four months after the commission of the offence came to the knowledge of the complainant, whichever is the later period." And section three hundred and seventy is renumbered subsection one of section three hundred and seventy accordingly. 65 57. Section three hundred and seventy-eight of the Amendment Pr m , C . lpa I Act' IS amen d e d ,as f 0 II ows:- of B. 37S. In subsection one of the said section the words " five pounds" are repealed and the words " one hundred pounds" are inserted in lieu thereof. 58. A new section 381A is inserted after section New B. 3SIA.. three hundred and eighty-one of the Principal Act, namely:- "[381A.] The registrar shall take all practical steps Po~ ers of to see that every company complies with the provisions ili~ lstrar. aonf yth b is 00 A k cs,t riengIs . So t efrasr, oasr rtehceorc d osm, opran d y 0 iasnryeqaucti,remdattotekr,eeopr B S . .A31., S, 1391394.·5. thing, and for that purpose may appoint inspectors or other officers. If the registrar has reason to suspect that any provision of this Act is not being complied with by a company the registrar or any inspector or officer acting under the directions of the registrar and approved in writing in that behalf may require such company or any director, manager, or other officer thereof to produce for his inspection any book, register, or record required by this Act to be kept by the company concerned for the purpose only of ascertaining whether or not the provisions of this Act have been complied with. H any company director, manager, or other officer refuses or neglects to produce for the inspection of the registrar, inspector, or agent any book, register, or record, or obstructs or hinders the registrar, inspector, or officer in the execution of his duty the company and every officer of the company who is in default shall be liable to a penalty not exceeding one hundred pounds." c

66 COMPANIES. Companies Act Amendment Act. 6 GEO. VI. No. 23, Amendment of Schedules. Amendment 59. The Schedules to the Principal Act are amended, o S f c T h a .l b . l . e A. as follows : - cl. 103. (a) In the second paragraph of clause one hundred and three (Notices) of Table A of the First Schedule the words " unless the contrary is proved " are repealed. Amendment (b) In the form in the Sixth Schedule (being the S of ch fo . r V m I. of form " List of Persons holding shares in the Company") a new column is inserted after column "Number of Shares held by existing Members at date of Return," namely "Amount paid or deemed to be paid on such Shares." New Sch. 60. The following Schedule is added to the Principal XII. Act after the Eleventh Schedule thereof, namely :- TWELFTH SCHEDULE. Section 322. FORM A. * " The Companies Acts, 1931 to 1942." I, the undersigned being the duly appointed Agent of [here state the name of the company or society] do hereby solemnly and sincerely declare that the said company proposes [is] carrying on business or establishing [has establishea] a place of business in the State of Queensland. The name of the Agent of the said company or society is [here state full christian name and surname]. I am the person named in the Memorandum of Appointment dated by the Company Limited, a copy of which is filed herewith. The address of the said Agent in the said State is at [here state the city, town, or place where situate, and the name of street and number of building (if any)]. The name of the company or society is [here state name]. The place where the said company or society was formed or ncorporated is and the situation of its head office is at [here state name of street, &c.]. And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the "Oat"M Act of 1867." (Signature) Declared at 19 ,before me this day of A Justice of the Peace. * 22 G. 5 No. 53 as amended by this Act. See v. 2, p. 10.

1942. COMPANIES. Companies Act Amendment Act. 67 FORM B. * " The Companies Acts, 1931 to 1942." Section 333. This is to certify that a company [or society] called the formed or incorporated in and carrying on business in the State of Queensland, did on the day of ,19 ,duly register under Part X. of " The Companies Acts, 1931 to 1942." The name and place of abode or business of the person appointed by the company [or society] as Agent to carry on its business in the said State is as follows : - Name: Place of abode or business: The registered office of the company [or society] is: Given under my hand this day of 19 . Registrar of Companies. 61. The following verbal amendments are made in Verbal the Companies (Winding-up) Rules of the ninth day of~ : end. ments October, one thousand nine hundred and thirty-four, Winding-up namely:- Rules. (a) In Forms 52 and 53 the words "I saw" are repealed and the words" I say" inserted in lieu thereof. (b) In Form 73, in the last paragraph the word " or" is inserted before the words" if there." (c) In Forms 82 and 83 the words "To the Board of Trade " are repealed and the words " To the Registrar of Companies" are inserted in lieu thereof. * 22 G. 5 No. 53 as amended by this Act. See v. 2, p. 10. COMPENSATION, WORKERS'. See LABOUR. CONCILIATION AND ARBITRATION See LABOUR.