Companies Acts Amendment Act of 1953 (2 Eliz Ii No. 15) (Qld)

54 COMPANIES. Companies Acts Amendment Act. 2 E liz . II. No. 15, AUSTRALIAN CONSULAR OFFICERS' NOTARIAL POWERS. See E vidence . COMMISSION AGENTS. See A uctioneers and C ommission A gents . COMPANIES. 2 N E o l . iz 1 . 5. II. An Act to Amend “ The Companies Acts, 1931 to THE C ompanies A cts 1942,” in certain particulars. A mendment A ct op [A ssented to 4 th D ecember , 1953.] 1953. B E it enacted by the Queen’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:— Short title and con­ struction. Collective title. 1. This Act may be cited as “ The Companies Acts Amendment Act of 1953,” and shall be read as one with *“ The Companies Acts, 1931 to 1942,” herein referred to as the Principal Act. The Principal Act and this Act may collectively be cited as “ The Companies Acts, 1931 to 1953.” Amendment 2. Subsection one of section eleven of the Principal of s. 11 (1). Act is amended by repealing therein the words “so that it does not increase the amount of fees payable to the registrar under the said Ninth Schedule ” and by inserting, in lieu of those repealed words, the brackets and words “(so that the fees then payable under the said Ninth Schedule may be increased or reduced by that alteration and so that fees may be prescribed for other purposes in addition to the purposes as then prescribed)”. Amendment 3. Subsection three of section one hundred and of s. 120 (3). twenty of the Principal Act is amended— (a) By repealing in the first paragraph of that subsection the words “or is an assurance company which has complied with the provisions of section fifteen of f“ The Life Assurance Companies Act of 1901,” ” ; (b) By inserting the following subsection after subsection three of that section:— “ (3 a .) A private company shall when filing its annual return tender to the registrar for filing an envelope * 22 G. 5 No. 53 and amending Acts, t 1 E. 7 No. 20.

COMPANIES. 55 1953. Companies Acts Amendment Act. or container suitable for sealing and a writhed copy, certified by a director or the manager or secretary of the company to be a true copy, of the last balance sheet which has been audited by the company’s auditors, including every document required by law to be annexed thereto, together with a copy of the report of the auditors thereon certified as aforesaid, and shall otherwise comply with the requirements in respect of a last balance sheet required to be included in the annual return of a public company, and such copy balance sheet, documents so required to be annexed thereto, and copy of the report of the auditors shall be placed by the registrar in the envelope or container which he shall thereupon seal and file : Provided that a Crown Law Officer may, at his discretion, in writing, direct that a private company be exempted from the requirements of this subsection, which exemption may in the case of any private company be granted subject to such terms and conditions as the Crown Law Officer thinks fit. A private company granted exemption as aforesaid subject to terms and conditions shall comply in every respect with those terms and conditions. An exemption as aforesaid may be caricelled by the Crown Law Officer and thereupon the private company in question shall cease to be exempted from the requirements of this subsection. Except by order of a Judge of the Supreme Court or of the President of the Industrial Court, no person shall be entitled to inspect or take copies of or extracts from any copy of a balance sheet of a private company or of the documents required by law to be annexed thereto or of the report of the auditors so filed with the registrar.” 4-. The following section, numbered 121 a , is inserted New 8-12lA- after section one hundred and twenty-one of th4 Principal Act:— “ [I2I a .] (1.) Whenever any Judge of the Supreme to Court is of the opinion that there is required for the lament fey purpose of any cause or matter before the Supreme P^aj^-es Court, and whenever any member of the Industrial ^formation Court is of the opinion that there is required for the “» respect of purpose of any industrial cause within the iheaning ofpast years' *“ The Industrial Conciliation and Arbitration Acts, 1932* * 23 G. 5 No. 36 and amending Acts.

56 COMPANIES. Companies Acts Amendment Act. 2 E liz . II. No. 15, to 1952,” before the Industrial Court, all or any information relating to any private company and in respect of any year prior to the coming into operation of *“ The Companies Acts Amendment Act of 1953,” which, if that year were subsequent to the coming into operation of that Act, would be contained in the balance sheet or any document annexed thereto in respect of that year tendered by that private company to the registrar in compliance with subsection 3 a of section one hundred and twenty of this Act, he may order that company to lodge with the registrar of companies or, as the case may be, the industrial registrar within such time as he may specify in the order, that information, and the company shall comply with such order. (2.) Where any information is lodged pursuant to an order made under this section with the registrar of companies or the industrial registrar, then, except for the purpose for which that order was made or by order of a Judge of the Supreme Court where the information is lodged with the registrar of companies or, where it is lodged with the industrial registrar, by order of the President of the Industrial Court, no person shall be entitled to inspect that information or take copies thereof or extracts therefrom. (3.) Nothing in this section shall derogate from the powers, authorities and jurisdiction of the Supreme Court or of the Industrial Court, or of a Judge of the Supreme Court or member of the Industrial Court.” Aofms.en1d4m0.ents Act i5s . aSmeecntidoend— one hundred and forty of the Principal (a) By repealing in subsection one of that section the words “ not being a private company ”. ( b ) By repealing subsection two of that section. Amendments 6. Section one hundred and forty-two of the of s. 142 . Principal Act is amended— (a) By adding to subsection one thereof the following paragraph, namely :— “ A person who is not qualified as specified by subsection three of section one hundred and forty-three of this Act or who is subject to any of the disqualifications specified in subsection one or subsection two of the said section one hundred and forty-three shall not be appointed an auditor of a company.”* * This Act.

COMPANIES. 57 1953. Companies Acts Amendment Act. (b) By repealing in subsection two thereof the words and commas on the application of any member of the company,” and by adding to the said subsection two the following paragraph, namely :— “ The company shall, within one week of the Crown Law Officer’s power under this subsection becoming exercisable, give to the registrar notice of that fact, and if a company fails to give notice as required by this paragraph the company and every officer of the company who is in default shall be liable to a default penalty.” 7. Section one hundred and forty-three of the Amendments Principal Act is amended— ofs' 143‘ (a) By repealing, in paragraph (6) of subsection one of that section, the words “ Except where the company is a private company,”. (b) By repealing subsections three and four of that section and by inserting in lieu of those repealed subsections, the following subsections, namely :— “ (3.) Every person who is a public accountant Quaiifica- within the meaning of, and registered as such under^dftOTof *“ The Public Accountants Registration Acts, 1946 to a company. 1949,” and who is not subject to any of the disqualifications specified in subsections one and two of this section, shall be qualified for appointment to the office of auditor of a company. A person duly appointed to office as auditor of a company shall be deemed to vacate that office forthwith, if and when— (a) He ceases to be a registered public accountant as aforesaid; or (b) He becomes subject to any of the aforesaid disqualifications. (4.) A person who accepts office as, or who acts in the office of, auditor of a company at a time when— (a) He is not a public accountant within the meaning of, and registered as such under, *“ The Public Accountants Registration Acts, 1946 to 1949 ” ; or ‘ (6) He is subject to any of the disqualifications specified in subsections one and two of this section, shall be liable to a penalty not exceeding one hundred pounds.* * XI G. 6 No. 4.

58 COMPANIES. Companies Acts Amendment Act. 2 E liz . II. No. 15, (5.) Nothing in paragraph ( b) of subsection one of tliis section shall disqualify a person from acting as auditor of a private company, if acting under an appointment made before the commencement of * “ The Companies Act Amendment Act of 1953 Amendment 8. Subsection three of section three hundred and of s. 327 (3) .twenty-seven of the Principal Act is repealed and, in lieu of that repealed subsection, the following subsection is inserted, namely :— “ (3.) The Crown Law Officer may, at his discretion, in writing direct that a company, incorporated anywhere within the British Commonwealth of Nations as a private or proprietary company and not required by the law of the place where it is incorporated to publish its balance sheet or to lodge the same in a public office, be exempted from the requirements of this section, which exemption may in the case of any such company be granted subject to such terms and conditions as the Crown Law Officer thinks fit. A company to which this subsection applies granted exemption as aforesaid subject to terms and conditions shall comply in every respect with those terms and conditions. An exemption as aforesaid may be cancelled by the Crown Law Officer and thereupon the company in question shall cease to be exempted from the requirements of this section.” Amendment 9. Section three hundred and twenty-nine of the of s. 329 . Principal Act is amended by inserting before the words “ competent to take, hold, convey, or transfer land in Queensland ” the words “ or unless exempted by the Attorney-General,”. Amendments 10. Subsection one of section three hundred and of s. 340(i). £orj.y q£ principai Act is amended as follows : — (i.) The words “ and to have a place of business ” are inserted therein after the words “ ceases to carry on business ”. (ii.) That subsection as amended as aforesaid shall comprise paragraph (a) of subsection one of that section and is hereby lettered accordingly. f This Act.

COMPANIES. 59 1953. Companies Acts Amendment Act. (iii.) The following paragraphs are added to that subsection as so lettered, namely :— “ ( b) A company shall cause to be published in the Gazette and in one Queensland daily newspaper circulating in Brisbane (and, where the registered office of the company was situated more than fifty miles from Brisbane, in addition in a newspaper published in the district in which that office was situated) a notice which it is obligated by the provisions of paragraph (a) of this subsection to file with the registrar and that company shall file with the registrar extracts from the Gazette or daily newspaper showing publication therein of the notice as aforesaid. (c) Upon being satisfied that a period of three months has elapsed since the filing and publication as required by the foregoing provisions of this section of a notice referred to in paragraph {a) of this subsection, the registrar of companies shall remove from the register the name of the company which so filed and published that notice.” 11. The following section is added to Part X. ^g^.tsed34lA the Principal Act, and is inserted after section threemsei e ' hundred and forty-one of the Principal Act accordingly, namely :— “ [341 a .] (1.) (a) Where the registrar has reasonable Registrar cause to believe that a company to which this Part ^register applies has ceased to carry on business and has not a defunct place of business in Queensland, he shall send to the whiSTthis0 company by post a letter enquiring whether the company Part x. is carrying on business or has a place of business in apphea' Queensland. (b) Without limiting the generality of this subsection the registrar shall have reasonable cause to believe that a company to which this Part applies has ceased to carry on business and has not a place of business in Queensland— (i.) In the case of such a company nbt directed by the Crown Law Officer to be exempted from the requirements of section three hundred and twenty-seven of this Act, if the company has failed for a period of three consecutive years to file with the registrar true copies, signed by the agent, of the latest general balance-sheets of the company ; and

60 COMPANIES. Companies Acts Amendment Act. 2 E liz . II. No. 15, (ii.) In the case of such a company directed by the Crown Law Officer to be exempted from the requirements of section three hundred and twenty-seven of this Act, if the company has not for a period of three consecutive years furnished a return in pursuance of section three hundred and twenty-four of this Act. {2.) If the registrar does not within three months of sending the letter receive any answer thereto, he shall send to the company by post a registered letter referring to the first letter and stating that no answer thereto has been received and that if an answer to the second letter is not received within three months from the date thereof a notice will be published in the Gazette with a view to striking the name of the company off the Queensland register. (3.) If the registrar either receives an answer from the company to the effect that it is neither carrying on business nor has a place of business in Queensland, or does not within three months after sending the second letter receive any answer, he may publish in the Gazette and send to the company by post a notice that at the expiration of three months from the date of that notice the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the Queensland register, and the company will cease to be registered under the provisions of this Part. (4.) If, in any case where a company has filed with the registrar pursuant to subsection two of section three hundred and forty of this Act notice of the liquidation of the company in the country or State in which it is incorporated, the registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound-up, the registrar shall publish in the Gazette and send to the company or the liquidator, if any, a like notice as is provided in the last preceding subsection. (5.) At the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the Queensland register and shall publish notice thereof in the Gazette, and on the publication in the Gazette of this notice the company shall cease to be registered under the provisions of this Part. Is

COMPANIES 1953. Companies Acts Amendment Act. Provided, that— (a) The liability (if any) of every Director, Managing Officer, and member of the company and of the person whose name has been filed under section three hundred and twenty-two of this Act as the agent of the company shall continue and may be enforced as if the name of the company had not been struck off the Queensland register ; and ( b ) Nothing in this subsection shall affect the power of the court to wind-up a Company the name of which has been struck off the Queensland register. (6.) If a company or any member or creditor thereof feels aggrieved by the company having been struck off the Queensland register, a Judge of the Supreme Court, on the application of the company, or member or creditor before the expiration of three years from the publication in the Gazette of the notice aforesaid may, if satisfied that the company was at the time of the striking off carrying on business or had a place of business in Queensland or otherwise that it is just that the company be restored to the Queensland register, order the name of the company to be restored to the said register, and upon an office copy of the order being delivered to the registrar for registration the company shall be deemed to have continued to be a company registered under this Part as if its name had not been struck off; and the Judge may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company has not been struck off. (7.) A letter or notice under this section to a liquidator may be addressed to the liquidator at his last known place of business, and a letter or notice to be sent under this section to a company may be addressed to the company at its head office and at its registered office, and 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 post to his registered address.” 12. Subsection two of section twenty-five iof'*“ The Companies Act Amendment Act of 1942,” is hereby repealed. 6 Geo. vi. _________________________________________________________ _____________No. 23. * 6 G. 6 No. 23.