Companies (Amendment) Act 1975 (1976 No 1) (NSW)
COMPANIES (AMENDMENT) ACT.
ANNO VICESIMO QUARTO
ELIZABETHE II REGINE
Act No. 1 ,1976.
| An Act to give effect to an arrangement made under the Interstate Corporate Affairs Agreement for the reconcilia tion of differences in the Companies Acts of the States that are parties to the Agreement and for this and other purposes to amend the Companies Act, 1961, the Companies (Amendment) Act, 1971, and the Evidence (Reproductions) Act, 1967. [Assented to, 7th January, 1976.] | BE |
BE it enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled, and by the authority of the same, as follows:—
1. This Act may be cited as the "Companies (Amendment) Act, 1975".
2. (1) This section and sections 1, 6 and 7 shall commence on the date of assent to this Act.
(2) Except as provided in subsection (1) , sections 4 and 5 and the several provisions of the Schedules to this Act shall commence on such day or days as may be appointed by the Governor in respect thereof and as may be notified by proclamation published in the Gazette.
(3) Section 3 shall, in its application to an item in Schedules 1-15, both inclusive, commence on the day on which the item commences.
3. specified in Schedules 1-16, both inclusive.
The Companies Act, 1961, is amended in the manner
4. manner specified in Schedule 17.
The Companies Act, 1961, is further amended in the
5. by omitting section 6 ( 1 ) (f) and section 6 ( 1 ) (m) (iv).
The Companies (Amendment) Act, 1971, is amended
The Evidence (Reproductions) Act, 1 9 6 7 , is amended by inserting in section 3 ( 1 ) (a) after the word "official" the words "(whether or not that person is in, or that official holds office in, or acts in an office in, the State)".
6.
7 . Schedule 1 8 has effect.
SCHEDULE 1.
AMENDMENTS TO PART I OF THE COMPANIES ACT, 1 9 6 1 .
| ( 1 ) | Section 5 ( 1 ) , definition of "Declared law"— |
Omit "and if that law is amended, that law as amended from time to time".
| ( 2 ) | Section 5 ( 1 ) , definition of "Foreign company"— |
Omit "the body", insert instead "the society, body".
| ( 3 ) | Section 5 | ( 1 A ) — |
| After "order", insert "declare". | |
| ( 4 ) | Section 5 (1A) ( a )— |
Omit "declare".
| ( 5 ) | Section 5 (1A) (b )— |
Omit "declare a", insert instead "any".
SCHEDULE 1—continued.
AMENDMENTS TO PART I OF THE COMPANIES ACT, 1 9 6 1 —
continued.
( 6 ) Section 5 ( 5 ) — After "debenture", insert "(but not including a document which merely acknowledges the receipt of the money in any case where, in respect of the money, the corporation issues in compliance with section 38 the document prescribed by section 38 (2) and complies with the other requirements of section 38)".
( 7 ) Section 5 ( 6 ) (d )— Omit "the company relating to shares in the corporation", insert instead "a company and relates to shares in the company".
( 8 ) Section 6A ( 4 ) — Omit the subsection, insert instead :—
( 4 ) For the purposes of this section, where a body corporate has power—
(a) to exercise, or to control the exercise of, the
(b) to dispose of, or to exercise control over the right to vote attached to a voting share; or disposal of, a share, and—
(c)
the body corporate is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of a person in relation to the exercise of the power;
S C H E D U L E 1—continued.
AMENDMENTS TO PART I OF THE COMPANIES ACT, 1 9 6 1 —
continued.
(d)
a person has a controlling interest in the body corporate; or
(e)
a person has, the associates of a person have, or a person and his associates have power to exercise, or to control the exercise of, not less than fifteen per centum of the votes that may be exercised pursuant to rights to vote attached to the voting shares of the body corporate,
that person shall be deemed to have the same power in
relation to that share as the body corporate has.
| ( 9 ) | Section 6A ( 5 ) — |
Omit the subsection, insert instead :—
For the purposes of subsection ( 4 ) , a person is
an associate of another person if the first-mentioned
person is—
( 5 )
(a) a corporation that, by virtue of section 6 (5), is deemed to be related to that other person; (b) a person in accordance with whose directions, instructions or wishes that other person is accus
tomed or is under an obligation, whether formal
or informal, to act in relation to the exercise of
a power referred to in subsection ( 4 ) ;(c) a person who is accustomed or is under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that other person in relation to the exercise of that power; SCHEDULE 1—continued.
AMENDMENTS TO PART I OF THE COMPANIES ACT, 1 9 6 1 —
continued.
(d)
a body corporate that is, or the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of that other person in relation to the exercise of that power; or
(e)
a body corporate in accordance with the directions, instructions or wishes of which, or of the directors of which, that other person is accustomed or under an obligation, whether formal or informal, to act in relation to the exercise of that power.
( 1 0 ) Section 6A ( 6 ) — Omit the subsection, insert instead :—
( 6 ) Where a person—
(a)
has entered into an agreement with respect to a share;
(b) has a right relating to a share, whether the right
whether on the fulfilment of a condition or not; is enforceable presently or in the future and or (c) has an option with respect to a share,
and, on fulfilment of the agreement, enforcement of the right or exercise of the option that person would have a relevant interest in the share he shall, for the purposes of this section, be deemed to have that relevant interest in the share.
S C H E D U L E 1—continued.
| AMENDMENTS TO PART I OF THE COMPANIES ACT, | 1961— |
continued.
(11) Section 6A (7) (a) (iii)—
Omit "Securities Industry Act, 1970", insert instead "Securities Industry Act, 1975".
(12) Section 6A (7) (a) (iii)—
After "of business;", insert "or".
(13) Section 6A (7) (a) (iv)—
Omit "subsection (4)", insert instead "subsection (6)".
| (14) | Section 6A ( 8 ) — |
Omit the subsection, insert instead :—
(8) A relevant interest in a share shall not be disregarded by reason only of—
(a) its remoteness; or (b) the manner in which it arose.
SCHEDULE 2.
AMENDMENTS TO PART I I OF THE COMPANIES ACT, 1 9 6 1 .
( 1 ) Section 7 ( 6 ) — Omit the subsection, insert instead :—
( 6 ) For the purpose of ascertaining whether the provisions of this Act or of a corresponding previous enactment have been or are being complied with the Commissioner or a person authorised by the Commission—
(a)
may inspect any books required by or under this Act or a corresponding previous enactment to be kept by, or by a person in respect of, a corpora tion (whether or not the corporation has been dissolved); and
(b)
may, where the Commissioner considers it necessary to inspect books kept by a banker who acts or has acted as banker to the corporation, inspect books kept by that banker that relate to the corporation (whether or not the corporation has been dissolved).
(2) Section 7 (7 )—
After "subsection (6)", insert "or (7c)".
(3) Section 7 ( 7 A ) — Omit the subsection, insert instead :— (7A) The Commissioner or a person authorised by the Commission shall not make an inspection in pur suance of subsection (6) of books kept by a banker relating to a corporation unless the Commissioner or other person has served on the banker notice in writing to the effect that he intends to inspect books kept by the banker that relate to the corporation named in the notice.
SCHEDULE 2—continued.
| AMENDMENTS | TO PART I I OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
(7B ) Where under a provision of a declared law corresponding to subsection ( 6 ) , a person is authorised to inspect any book required by or under that declared law to be kept by a corporation or a book kept by a banker who acts as banker to a corporation, the person—
(a)
shall have the same powers in New South Wales in relation to any such book in New South Wales as he would have had if he had been authorised under subsection ( 6 ) , the reference in that sub section to this Act were a reference to a declared law and the book were a book referred to in that subsection; and
(b)
shall not exercise those powers in New South Wales unless he has made a declaration under a provision of a declared law corresponding to subsection (7) and, in relation to books kept by a banker, has given a notice under a provision of a declared law corresponding to subsection ( 7 A ) .
(7c ) The powers that a person has under the declared law of a participating State that, by reason of subsection
( 7 B ) , may be exercised in New South Wales may be
exercised by the Commissioner or a person authorised by the Commission where, in any particular case, the
has authorised the Commissioner or person so to do. corresponding interstate officer of the participating State
| (4 ) | Section 7 ( 8 ) — |
Omit "Subject to this section, a", insert instead "A".
| (5 ) | Section 7 (8 ) | ( a ) — |
Omit " ( 7 A ) " , insert instead " ( 7 B ) " .
S C H E D U L E 2—continued.
AMENDMENTS TO PART II OF THE COMPANIES A C T , 1 9 6 1 —
continued.
( 6 ) Section 7 (8 ) ( a ) — Omit "the declared", insert instead "a declared".
(7 ) Sect ion7 (8) ( b ) — Omit the paragraph, insert instead : —
(b) who, except for the purposes of this Act or in the course of any criminal proceedings or proceedings under this Act, after making such a declaration makes a record of or divulges or communicates to any other person any information which he has acquired by reason of such an inspection—
(8) Section 7 ( 8 A ) —
Omit "communicate", insert instead "divulge or communicate".
(9) Section 7 ( 9 ) — Omit the subsection, insert instead :— (9) An officer of a corporation, person required to keep any books in respect of a corporation or a banker, on being required by the Commissioner or a person authorised by the Commission, shall produce any book to which the requirement relates.
Penalty : $200.
SCHEDULE 2—continued.
| AMENDMENTS TO PART I I OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
(9A) An officer of a corporation, person required by or under a declared law to keep any books in respect of a corporation or a banker, on being required in New South Wales by a person authorised under a provision of a declared law corresponding to subsection (6) or a person authorised under subsection ( 7 c ) , shall produce any book to which the requirement relates.
Penalty : $200.
(9B ) An officer of a corporation, person required to keep any books in respect of a corporation or a banker, on being required by the Commissioner or a person authorised by the Commission, shall state where, to the best of his knowledge and belief, a book is at the time the request is made.
Penalty: $200.
(9c ) An officer of a corporation, person required by or under a declared law to keep any books in respect of
a corporation or a banker, on being required in New
South Wales by a person authorised under a provision of a declared law corresponding to subsection (6) or a person authorised under subsection ( 7 c ) , shall state where, to the best of his knowledge and belief, a book is at the time the request is made.
Penal ty: $200.
S C H E D U L E 2—continued.
AMENDMENTS TO PART I I OF THE COMPANIES A C T , 1 9 6 1 —
continued.
(10) Section 7 ( 1 0 ) — Omit the subsection, insert instead :—
(10) A corporation, officer of a corporation, person required to keep any books in respect of a corporation or a banker shall not obstruct or hinder the Commissioner or a person authorised by the Commission while exercising a power under subsection ( 6 ) .
Penalty: $200.
(10A) A corporation, officer of a corporation, person required by or under a declared law to keep any books in respect of a corporation or a banker shall not in New South Wales obstruct or hinder a person authorised under a provision of a declared law corresponding to subsection
( 6 ) or a person authorised under subsection (7c ) while
exercising a power under subsection ( 7 B ) .
Penalty : $200.
(11) Section 7 ( 1 2 ) — Omit " ( 1 2 ) The Governor", insert instead " (11A ) The Governor".
(12) Section 7 ( 1 2 ) — Omit "and the Second Schedule as so amended shall be
the Second Schedule to this Act".
S C H E D U L E 2-continued.
| AMENDMENTS TO PART I I OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
| (13) | Section 7 | ( 1 1 B ) — |
After section 7 ( 1 2 ) , inse r t :—
(11B ) The Governor may, by order published in the Gazette, amend this Act by omitting the Second Schedule and by inserting instead a Second Schedule specifying the fees referred to in subsection (11) ( a ) .
| (14) | Section 7 ( 1 3 ) — |
Omit " ( 1 3 ) Where", insert instead " ( 1 2 ) Where".
| (15) | Section 7 ( 1 3 ) — |
At the end of section 7, inse r t :—
(13) There may be issued and applied out of the Consolidated Revenue Fund such amounts as are necessary to give effect to any agreement between the participating States relating to the apportionment of any fees or payments with respect to refunds and the Consolidated Revenue Fund is hereby appropriated accordingly.
| (16) | Section 9 ( 2 ) — |
| Omit "the State or in another State or in a", insert instead "a State or". | |
| (17) | Section 9 ( 3 ) — |
Omit "the Board, if satisfied as to his experience and capacity, shall on payment of the prescribed fee register the applicant as a", insert instead ", subject to subsection ( 4 ) , the Board, if satisfied as to his experience and ability shall, on payment of the prescribed fee, register that person as a".
S C H E D U L E 2-continued. AMENDMENTS TO PART II OF THE COMPANIES A C T , 1 9 6 1 —
continued.
( 1 8 ) Section 9 ( 4 ) — Omit "the State or in another State or in a", insert instead "a State or".
( 1 9 ) Section 9 ( 5 ) — Omit the subsection, insert instead :—
(5) A person who is a registered public accountant but is not in public practice as a public accountant may apply to the Board for registration as a liquidator in respect of the winding up of a specified corporation and. subject to subsection ( 4 ) , the Board if satisfied—
(a) as to the experience and ability of that person;
(b) that the nature of the property or business of the corporation or the interests of the creditors or contributories generally so require; and
(c) that the prescribed fee has been paid—
shall register that person as a liquidator in respect of
that corporation.
( 2 0 ) Section 9 ( 6 ) — Omit the subsection, insert instead :—
( 6 ) Subject to subsection ( 7 ) , a person who is a
registered company auditor or registered liquidator shall, on payment of the prescribed fee, be entitled to renewal of his registration.
SCHEDULE 2-continued.
| AMENDMENTS TO PART I I OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
| ( 2 1 ) | Section 9 ( 7 ) — |
Omit the subsection, insert instead :—
(7) The Board may refuse to renew the registration of a registered company auditor or registered liquidator who—
(a)
is not resident in a State or Territory of the Commonwealth; or
(b)
does not at least three months before his registration ceases to be in force apply to the Board for renewal of his registration and pay to the Board the prescribed fee.
| ( 2 2 ) | Section 9 | ( 8 ) — |
Omit the subsection, insert instead :—
(8) A registration and a renewal of registration of a registered company auditor or registered liquidator shall be in force until the thirty-first day of March in the year following the year in which the registration or renewal is effected.
| ( 2 3 ) | Section 9 ( 1 0 ) — |
After "chairman" where firstly occurring, insert "of the Board".
| ( 2 4 ) | Section 9 ( 1 0 ) — |
Omit "all or any books and documents", insert instead "books".
SCHEDULE 2—continued.
AMENDMENTS TO PART I I OF THE COMPANIES A C T , 1 9 6 1 — continued.
( 2 5 )
Section 9 Omit the subsection, insert instead :—
( 1 1 ) -
( 1 1 ) If, at an inquiry under subsection ( 9 ) , a person who is a registered company auditor or a registered liquidator is found to have been guilty of conduct discreditable to an auditor or liquidator, as the case may be, or is found to be incapable of performing the duties of a registered company auditor or registered liquidator, as the case may be, the Board may, as it thinks fit, punish or deal with him in any one or more of the following
ways : — (a)
cancel his registration and order the removal of his name from the register;
(b)
suspend his registration for a period not exceeding one year;
(c) impose on him a fine not exceeding $1,000;
(d) admonish or reprimand him;
(e)
require him to give an undertaking to abstain from some specific conduct;
(f) require him to pay within a specified time the Board. costs of and incidental to the inquiry by the
( 2 6 ) Section 9 ( 1 2 ) — Omit the subsection, insert instead : —
(12) The Board shall give to the registered company auditor or registered liquidator to whom a decision of the Board under subsection (11) relates, notice of that decision.
S C H E D U L E 2—continued.
AMENDMENTS TO PART I I OF THE COMPANIES A C T , 1 9 6 1 —
continued.
| ( 2 7 ) | Section 9 ( 1 3 ) — |
Omit the subsection, insert instead :—
( 1 3 ) The Board may, in an inquiry under subsection ( 9 ) , find— (a) that a failure to pay costs required to be paid under subsection ( 1 1 ) (f) or a fine imposed
under subsection ( 1 1 ) ( c ) ; o r (b) that a failure to honour an undertaking referred to in subsection ( 1 1 ) ( e ) — is conduct discreditable to an auditor or liquidator, whether or not, in a case referred to in paragraph ( a ) , the amount payable has been recovered under subsection ( 1 5 ) .
| ( 2 8 ) | Section 9 ( 1 4 ) — |
After "auditor or", insert "registered".
| ( 2 9 ) | Section 9 ( 1 4 ) | ( a ) — |
Omit the paragraph, insert instead :—
(a)
that his registration has been cancelled and his name removed from the register, or his registration has been suspended, in another State or in a Territory of the Commonwealth; and.
S C H E D U L E 2-continued.
AMENDMENTS TO PART II OF THE COMPANIES A C T , 1 9 6 1 —
continued.
( 3 0 ) Section 9 ( 1 4 ) — Omit "cancel or suspend his registration in the State", insert instead "cancel his registration and order the removal of his name from the register or suspend his registration in the State for a period not exceeding one year".
( 3 1 ) Section 9 ( 1 5 ) — Omit the subsection, insert instead :—
( 1 5 ) The amount of a fine or costs imposed under
subsection (11) may be recovered in a court of
competent jurisdiction as a debt due to the Crown.
( 3 2 ) Section 9 ( 1 6 ) — After "decision" where secondly occurring, insert ", or from the expiration of one week after the decision was made, whichever first occurs".
( 3 3 ) Section 9 ( 1 6 ) — Omit "a person whom the Board has refused to register", insert instead "or renew the registration of a person whom the Board has refused to register or whose registration the Board has refused to renew".
SCHEDULE 2—continued.
| AMENDMENTS TO PART I I OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
| ( 3 4 ) | Section 9 ( 1 7 ) — |
Omit the subsection, insert instead :—
( 1 7 ) A decision of the Board cancelling, suspending or refusing to renew the registration of a registered company auditor or registered liquidator takes effect upon his being notified of the decision or after seven days after the decision is made, whichever first occurs.
| ( 3 5 ) | Section 9 ( 1 8 ) — |
Omit the subsection, insert instead :—
( 1 8 ) Where the registration of a person has been cancelled under this section that person shall not again be registered as a company auditor or liquidator without the express direction of the Board or of the Court.
| ( 3 6 ) | Section 9 ( 1 9 ) — |
Omit the subsection, insert instead :—
( 1 9 ) A person who is, or is for the time being exercising the powers, and performing the duties, of the Auditor-General of the Commonwealth or of a State or Territory of the Commonwealth shall be deemed to be a registered company auditor for the purposes of this and any other Act.
SCHEDULE 2-continued.
AMENDMENTS TO PART H OF THE COMPANIES A C T , 1 9 6 1 — continued.
( 3 7 ) Section 9 ( 2 0 ) — Omit the subsection, insert instead :—
( 2 0 ) An order made under the Public Accountants Registration Act, 1 9 4 5 , suspending the registration of a public accountant and an order made under that Act directing that the name of a registered public accountant be removed from the register shall have the like effect in relation to any registration of that person as a company auditor or liquidator.
( 3 8 ) Section 1 2 ( 2 ) — Omit the subsection, insert instead :—
( 2 ) A person may, on payment of the prescribed
fee—
(a)
inspect any document filed or lodged with the Commission;
(b)
require a certificate of the incorporation of any company or any other certificate issued under
this Act to be given by the Commission; or (c) require a copy of or extract from any document kept by the Commission to be given or given and certified by the Commission. ( 2 A ) If a transparency or reproduction of a document is produced for inspection, a person shall not be entitled pursuant to subsection ( 2 ) ( a ) to require the production of the original of that document.
SCHEDULE 2—continued.
| AMENDMENTS TO PART I I OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
(2B ) The reference in subsection (2) (c) to a docu ment includes, where a reproduction or transparency of that document has been incorporated with a register kept by the Commission, a reference to that reproduction or transparency and where such a reproduction or trans parency has been so incorporated a person shall not be entitled pursuant to that paragraph to a copy of or extract from the original of that document.
SCHEDULE 3 .
| AMENDMENTS TO PART II I OF THE COMPANIES A C T , | 1 9 6 1 . |
| ( 1 ) | Section 1 4 ( 3 ) — |
Omit the subsection, insert ins tead:—
( 3 ) An association or partnership consisting—
(a) in the case of—
(i) an association or partnership formed for
the purpose of carrying on the profession or calling of accountancy; or
(ii) any profession or calling declared by proclamation of the Governor published in the Gazette to be a profession or calling which is not customarily carried on in the Commonwealth by a corporation—
of more than 1 0 0 persons; or
SCHEDULE 3—continued.
AMENDMENTS TO PART H I OF THE COMPANIES A C T , 1 9 6 1 —continued.
(b) in any other case—of more than 20 persons,
which has for its object the acquisition of gain by the association or partnership or individual members thereof shall not be formed unless it is incorporated under this Act or is formed in pursuance of some other Act or letters patent.
( 2 ) Section 22 ( 1 A ) — Omit the subsection.
(3 ) Section 22 ( 7 ) — Omit "(bl) the name", insert instead " ( c ) the name". (4 ) Section 22 ( 7 ) — Omit " ( c ) the name", insert instead " ( d ) the name".
(5 ) Section 22 ( 7 A ) — Omit "the company", insert instead "a company". ( 6 ) Section 22 ( 7 B ) — Omit "Within twelve months after the commencement of section 4 of the Companies (Further Amendment) Act, 1974, or such longer period as is prescribed (whether before or after the expiry of that twelve months) a", insert instead "A".
S C H E D U L E 3—continued.
| AMENDMENTS | TO PART I I I OF THE COMPANIES A C T , 1 9 6 1 |
—continued.
| ( 7 ) | Section 2 2 ( 7 B ) — |
Omit "(being a company which was incorporated before that commencement)".
| (8 ) | Section 22 (8AA) , | ( 8 A B ) — |
After section 22 (8A ) , insert :—
(8AA) Notwithstanding that a name could be reserved in respect of an intended company or company under subsection ( 8 ) , if the application in respect of that intended company or company under subsection (7)
specifies in accordance with subsection (8A) that the
intended company or company intends to carry on business or carries on business in a participating State the name shall not be reserved unless the corresponding interstate officer informs the Commission that the name is acceptable in that State.
(8AB) Where an application is made in a participating State for the reservation of a name under a provision of a declared law which corresponds to subsection (7 ) and the applicant has specified in accordance with a provision
of the declared law corresponding to subsection (8A)
that the company intends to carry on or carries on
business in this State and the application is referred to
the Commission by the corresponding interstate officer
for advice as to whether the name is acceptable in this State, the Commission shall inform the corresponding interstate officer that the name is acceptable in this Stateif—
(a) the name—
(i) is not, in the opinion of the Commis
sion, undesirable; and
S C H E D U L E 3—continued.
AMENDMENTS TO PART II OF THE COMPANIES A C T , 1 9 6 1 —continued.
(ii) is not a name or a name of a kind that
the Minister has directed the Commission not to accept under subsection ( l ) ; or
(b) the Minister has consented to the name being acceptable in this State.
(9) Section 22 ( 8 c ) — Omit the subsection, insert instead :—
(8c) Where the name of a company has been reserved
in a participating State pursuant to the provisions of
a declared law corresponding to subsection (8E ) as the
result of a notification having been sent to the
corresponding interstate officer under subsection ( 8 B )
and—
(a) the name subsequently ceases to be reserved in this State; and (b) the intended company is not incorporated or is incorporated under a name other than the name notified under subsection (8B ) (as the case may b e ) —
the Commission shall so notify the corresponding
interstate officer.
S C H E D U L E 3—continued.
| AMENDMENTS TO PART | II | OF THE COMPANIES A C T , 1 9 6 1 |
—continued.
| ( 1 0 ) | Section 2 2 ( 8 D ) — |
Omit the subsection, insert instead : —
(8D ) Where the name of a company has been reserved in a participating State pursuant to the provisions of a declared law corresponding to subsection (8E ) as the result of a notification having been sent to the corresponding interstate officer under subsection (7B ) or subsection (8B ) and the company concerned—
(a) is dissolved; or
(b) changes its name to a name other than the name which was so notified— the Commission shall notify the corresponding interstate officer of the dissolution of the company or that the company has so changed its name.
(8DA) A company which is not carrying on business in a participating State in which its name has been reserved pursuant to a provision of a declared law
corresponding to subsection (8E ) may notify the
Commission that it no longer desires that its name be
reserved in that State and the Commission shall so
notify the corresponding interstate officer of that State.
| ( 1 1 ) | Section 2 2 | ( 8 E ) — |
Omit "or subsection ( 8 D ) " , insert instead ", subsection (8D ) or subsection (8DA)".
S C H E D U L E 3—continued. AMENDMENTS TO PART III OF THE COMPANIES A C T , 1961
—continued.
(12) Section 22 ( 8 E A ) — After section 22 ( 8 E ) , inse r t :— (8EA) Where the Commission has not reserved a
name of a recognised company under subsection ( 8 E )
prior to the commencement of Schedule 3 (12) to the Companies (Amendment) Act, 1975, the name of that company shall be deemed to be reserved under subsec
tion (8E ) for the purposes of this Act from that
commencement if—
(a) the name of the company was approved under section 343E (1 ) or (3 ) as in force prior to that
commencement; or(b) the company immediately before it became a recognised company was a registered foreign
company.
(13) Omit "recognised company" wherever occurring.
Section 22 ( 1 1 ) —
(14) After section 22 ( 1 1 ) , insert :—
Section 22 ( 1 2 ) —
(12) Where an applicant for the reservation of a
name under subsection (7) has paid a fee in respect
of the notification of a name under subsection ( 8 B )
and during the period for which that name is reserved the Commission is notified by the applicant that it is not intended to proceed with the incorporation of the intended company or that it is not intended that the
S C H E D U L E 3—continued.
AMENDMENTS TO PART III OF THE COMPANIES A C T , 1961
—continued.
company will change its name the applicant shall be entitled to a refund of half the amount of that fee and the name shall cease to be reserved.
| (15) | Section 24 ( 4 A ) — |
Omit the subsection, insert ins tead :—
(4A) The Minister may, in a license issued to a company under this section or by notice in writing served on a company in respect of which a license under this section or under a corresponding previous enactment is in force, exempt the company from complying with such of the provisions of this Act as are specified in the license or notice relating to the lodging of annual returns and of returns of particulars of directors, managers and secretaries.
| (16) | Section 24 ( 4 c ) — |
After "notice", insert "in writing".
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES ACT, 1 9 6 1 —
continued.
( 2 ) Section 3 8 ( 7 ) — Omit " A declaration <by the Governor under the section which this section replaces shall be deemed to have been made under this subsection."
( 3 ) Section 3 8 ( 1 0 ) — Omit "such" where secondly and fourthly occurring, insert instead "that".
( 4 ) Section 3 8 ( 1 0 ) — Omit "This subsection shall apply to any such document issued pursuant to an invitation to the public to deposit money with or to lend money to a corporation made before or after such commencement."
( 5 ) Section 3 8 ( 1 2 ) —
After section 3 8 ( 1 1 ) , i n se r t :— ( 1 2 ) The prospectus and a document issued in
connection with or in relation to the prospectus shall describe or refer to the document mentioned in sub section ( 1 1 ) in the manner required or authorised by the Commission and shall so describe or refer to the document without any addition to or qualification of the description or reference other than any addition that the Commission may approve or require in order to indicate the priority of the indebtedness that the document is to evidence.
S C H E D U L E 4—continued.
| AMENDMENTS TO PART IV | OF THE COMPANIES A C T , 1 9 6 1 — |
continued.
| ( 6 ) | Section 4 0 — |
Omit the section, insert instead :—
4 0 . ( 1 ) In this section—
"Notice" includes a circular and an advertisement but does not include a registered prospectus or a report, statement, notice, circular or advertise ment the publication of which is permitted under section 4 0 A .
"Publish" includes issue, circulate, disseminate and
distribute.
"Registered prospectus" includes a prospectus registered under a declared law of a participating
State.
"Statement" includes matter that is not writing but by reason of the form or context in which it appears conveys a message.
( 2 ) A reference in this section to the publishing
of a notice is a reference to the publishing in the State of the notice by any means, including the publishing in a newspaper or periodical, by broadcasting or televising or
in a film.
(3) Subject to subsection ( 4 ) , a person shall not
publish a notice that—
(a)
offers to the public for subscription or purchase shares in, or debentures of, a corporation or proposed corporation ;
(b)
invites the public to subscribe for or purchase shares in, or debentures of, a corporation or proposed corporation; or
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES ACT, 1 9 6 1 —
continued.
(c)
refers or calls attention, whether directly or indirectly, t o —
(i) a prospectus;
(ii) an offer or intended offer to the public for
subscription or purchase of shares in, or
debentures of, a corporation;(iii) an invitation or intended invitation to the
public to subscribe for or purchase shares
in, or debentures of, a corporation; or
(iv) another notice that refers or calls attention, whether directly or indirectly, to a prospectus or such an offer, intended offer, invitation or intended invitation, not being a notice referred to in
subsection ( 4 ) . (4 ) Subsection (3 ) does not apply to or with respect to the publishing of a notice that refers to a registered prospectus and—
(a ) states that allotments of or contracts for the
subscription for or purchase of shares or debentures to which the prospectus relates will be made only on receipt of a form of application referred to in and attached to a copy of the prospectus but contains no other statements other than statements as to any or all of the following :— (i) particulars of the shares in or debentures of the corporation or proposed corpora tion to which the prospectus relates;
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
(ii) the name of the corporation or proposed
corporation, the date of its incorporation
and the amount of its paid-up capital;(iii) the general nature of the main business
of the corporation or proposed corporation;
(iv) the names, addresses and occupations of
the directors of the corporation or
proposed corporation;(v) the name and address of each broker and
underwriter to the issue and the name of the stock exchange of which each broker or underwriter is a member;
(vi) where the prospectus relates to deben tures, the name and address of the trustee for the debenture holders;
(vii) the time and place at which copies of the
prospectus and forms of applications for the shares or debentures to which it relates may be obtained;
(viii) the period during which the invitation
contained in the prospectus is open;
(b) is published by the holder of a dealers licence or an investment advisers licence or by a recognised dealer or recognised investment adviser within the meaning of the Securities Industry Act, 1975,
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES ACT, 1 9 6 1 — continued.
but contains no other statements other than statements as to any or all of the matters referred to in paragraph (a) and a statement as t o —
(i) whether or not the person publishing the notice recommends acceptance of the invitation to which the prospectus relates; and
(ii) the interest (if any) that the person
publishing the notice has in the success of the invitation to which the prospectus relates being an interest the person has as underwriter or sub-underwriter to the issue of the shares or debentures to which the prospectus relates or an interest, within the meaning of section 5 of the Securities Industry Act, 1975, in those shares or debentures; or
(c) is published by the holder of a dealers licence or an investment advisers licence or by a recognised dealer or recognised investment adviser within the meaning of the Securities Industry Act, 1975, and is accompanied by a copy of the prospectus.
(5) The inclusion in a notice of a statement required by this or any other Act or law to be included in the notice does not affect the operation of subsection ( 4 ) .
(6) A person shall not contravene, or authorise or permit an act that constitutes a contravention of, this section.
Penalty : $2,000.
SCHEDULE 4—continued.
| AMENDMENTS TO PART I V OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
(7 ) Where a notice relating to a corporation is published in contravention of this section by or with the authority or permission of an officer of the corporation, the corporation is guilty of an offence under this Act.
Penal ty: $2,000.
| (7 ) | Section | 4 0 A — |
Omit the section, insert instead :—
40A. (1) In this section, unless the contrary intention appears—
"Publish" has the same meaning as in section 40.
"Registered prospectus" has the same meaning as insection 40.
"Report" includes a statement, notice, circular and an
advertisement, whether or not in writing but does
not include a notice, circular or advertisementthe publication of which is permitted under section 40. (2 ) A reference in this section to the publishing of a report is a reference to the publishing in the State of the report by any means, including the publishing in a newspaper or periodical, by broadcasting or televising or in a film.
SCHEDULE 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 — continued.
(3 ) Subject to subsection ( 4 ) , a person who is
aware that a prospectus relating to an issue of shares or
debentures—
(a) is in course of preparation by or on behalf of a corporation, or in respect of a proposed corporation, for registration in a State or in a Territory of the Commonwealth; or (b) has been issued by or on behalf of a corporation or in respect of a proposed corporation—
shall not publish a report that is reasonably likely to induce persons to apply for those shares or debentures.
(4 ) Subsection (3) does not apply to or with
respect to the publishing of a report that—
(a) relates to the affairs of a corporation listed on a prescribed stock exchange and— (i) is published only to that stock exchange or an officer of that stock exchange on behalf of the corporation or by or on behalf of one or more of the directors of
the corporation; or (ii) has been so published;
(b )
is a report of the whole or part of the proceedings at a general meeting of a corporation listed on a prescribed stock exchange and contains no other matter other than matters laid before that meeting;
SCHEDULE 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES ACT, 1 9 6 1 —
continued.
(c) relates to a corporation and is published by or on behalf of a corporation or by or on behalf of one or more of the directors of the corporation and— (i) does not contain matter that materially affects the affairs of the corporation other than matter previously made available in a registered prospectus, annual report or a report referred to in paragraph (a) or ( b ) ;
(ii) does not contain a reference, whether directly or indirectly, to an invitation to the public to subscribe for or purchase shares or debentures that when the report is published, is open or is intended to be made, not being a reference to the principal business of the corporation in a case where the principal business of the corporation is the borrowing of money and the provision of finance; and
(iii) is not accompanied by a registered prospectus or a notice described in section 40 (3) and the corporation and its
directors have taken all reasonable steps to ensure that the report is not published in a form or manner in which it might be associated with a notice described in
section 40 ( 3 ) ;
(d)
is published on behalf of a corporation by or on behalf of the directors of a corporation or of a proposed corporation with the consent of the Commission;
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES ACT, 1 9 6 1 —
continued.
(e) is news report (whether or not with comment) or is bona fide comment published in a news paper or periodical or by broadcasting or televising by a person whether or not together with comment on the report, relating t o —
(i) a registered prospectus or information
contained in a registered prospectus; or
(ii) a report referred to in paragraph (a),
( b ) , (c) or ( d ) —
if none of the following : —
(hi) that person;
(iv) an agent or employee of that person;
(v) where the report or comment is published in a newspaper or periodical, the publisher of the newspaper or periodical; or
(vi) where the report or comment is published
by broadcasting or televising, the licensee of the broadcasting or television station by which it is published— receives or is entitled to receive any consideration or other benefit from a person who has an interest in the success of the issue of shares or debentures to which the report or comment relates as an inducement for or as the result of the publication of the report or comment;
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
(f) is not published by a person—
(i) by or on behalf of a corporation to which
the report relates or whether directly or indirectly at the instigation of or by arrangement with the corporation or the directors of the corporation;
(ii) by or on behalf of the directors or
promoters of a proposed corporation to
which the report relates; or(iii) by or on behalf of a person who has an
interest in the success of the issue of shares or debentures to which the report relates—
and the first-mentioned person does not receive and is not entitled to receive any consideration or other benefit from the corporation or any of the directors of the corporation or any of the directors or promoters of the proposed corpora tion, or from a person mentioned in subparagraph
(iii) as an inducement for or as the result of
the publication of the report; or
(g)
contains only matter that is prescribed matter for the purpose of this subsection or that relates only to a corporation that is, or is included in a class that is, prescribed for the purposes of this subsection.
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
(5 ) A person shall not contravene, or authorise or permit an act that constitutes a contravention of, this section.
Penalty : $2,000.
( 6 ) Where a report relating to a corporation is published in contravention of this section by or with the authority or permission of an officer of the corporation, the corporation is guilty of an offence under this Act.
Penalty : $2,000.
40B . (1 ) In this section—
"Notice" means a notice within the meaning of section 40 or a report within the meaning of section 40A. "Publish" has the same meaning as in section 40.
(2 ) A person who publishes a notice relating to
a corporation or proposed corporation after he has
received a certificate that—
(a) specifies the names of two directors of the corporation or two proposed directors of the proposed corporation and is signed by those
directors or proposed directors; and(b) is to the effect that, by reason of section 40 (4) or 40A ( 4 ) , section 40 or 40A, as the case may
be, does not apply to the notice—
is not guilty of an offence under section 40 or 40A, as the
case may be.
S C H E D U L E 4—continued.
AMENDMENTS TO PART IV OF THE COMPANIES A C T , 1 9 6 1 —
continued.
( 3 ) Where a notice to which a certificate under
subsection ( 2 ) relates is published, each director or proposed director who signed that certificate shall, for the purposes of sections 4 0 and 4 0 A , be deemed to have published the notice.
( 4 ) A person who publishes a notice to which a
certificate under subsection ( 2 ) relates shall, if the Commission requires him to do so, forthwith deliver the certificate to the Commission.
Penalty : $ 1 , 0 0 0 .
( 5 ) In proceedings for an offence under section
4 0 or 4 0 A , a certificate relating to a notice that purports
to be a certificate under this section is prima facieevidence that—
(a) when the certificate was issued, the persons named as such in the certificate were directors of the corporation or proposed directors of the proposed corporation, as the case may b e ; (b) the signatures in the certificate purporting to be the signatures of the directors or proposed directors, as the case may be, are those
signatures; and (c) the publication of the notice was authorised by those directors or proposed directors, as the case
may be.
( 6 ) Nothing in section 4 0 , section 4 0 A or this section limits or diminishes the liability that a person may incur, otherwise than under section 4 0 , section 4 0 A or this section, under any rule of law or under any other enactment.
SCHEDULE 4—continued.
AMENDMENTS TO PART IV OF THE COMPANIES A C T , 1 9 6 1 — continued.
(8 ) Section 44 ( 3 ) —
Omit "Commission", insert instead "Minister".
(9 ) Section 54 (1)-
Omit "subsection ( 7 ) " , insert instead "subsection ( 6 ) " . (10) Section 54 ( 6 ) —
Omit the subsection, insert instead :—
(6) For the purposes of this section any shares which the subscribers to the memorandum have agreed in the memorandum to take shall be deemed to have been allotted to such subscribers on the date of the incorporation of the company.
(11) Section 54 ( 7 ) —
Omit the subsection, insert instead :— (7) If default is made in complying with this section
every officer of the company who is in default shall be
guilty of an offence against this Act.
Penalty : $400. Default penalty : $100.
(12) Section 54 ( 8 ) —
Omit the subsection.
SCHEDULE 4—continued.
| AMENDMENTS TO PART I V OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
| ( 1 3 ) | Section 5 4 — |
Omit "Penalty : Four hundred dollars. Default penalty : One hundred dollars.".
| ( 1 4 ) | Section 60 (2 ) | ( d ) — |
Omit the paragraph, insert instead :—
(d)
in the case of a company which carries on life insurance business in the Commonwealth, by appropriation or transfer to any statutory fund established and maintained pursuant to the law of the Commonwealth relating to life insurance;
| ( 1 5 ) | Section 60 (2) | ( e ) — |
Omit the paragraph, insert instead : —
(e) in writing off—
(i) the preliminary expenses of the company; or
(ii) the expenses of, or the commission or brokerage paid or discount allowed on, any issue of shares or debentures of the
company; or
| ( 1 6 ) | Section 6 0 (2) | ( f ) — |
Omit the paragraph, insert instead :—
(f)
in providing for the premium payable on redemption of debentures or redeemable preference shares.
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
(17) Section 60 ( 3 ) — Omit the subsection.
(18) Section 64 (1) ( a ) —
Omit "of" where firstly occurring, insert instead "on".
(19) Section 64 ( 4 ) — Omit the subsection, insert instead :—
(4) The Court, if satisfied with respect to every creditor who under subsection (2) is entitled to object that either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit.
(20) Section 64 ( 6 ) — Omit "On the lodging", insert instead "Upon the
registration by the Commission".
(21) Section 64 ( 6 ) —
Omit "so lodged". (22) Section 64 ( 8 ) — Omit "and any addition ordered by the Court to be made to the name of the company shall (in the case of any addition to the name, for such period as is specified in the order of the Court) be deemed to be alterations", insert instead "shall be deemed to be an alteration".
SCHEDULE 4—continued.
| AMENDMENTS TO PART I V OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
| ( 2 3 ) | Section 6 4 ( 9 ) ( a ) — |
Omit "lodging", insert instead "registration".
| ( 2 4 ) | Section | 6 4 A — |
After section 6 4 , insert :—
6 4 A . (1) Where shares in a company which were formerly not divided into classes are so divided or where shares of one class are converted into shares of another class, the company shall within one month after the division or conversion lodge with the Commission a return in the prescribed form showing particulars of the division or conversion.
( 2 ) In the event of default in complying with
subsection ( 1 ) , the company, and each officer of the company who is in default, is guilty of an offence against this Act.
Penalty : $ 1 0 0 . Default penalty.
| ( 2 5 ) | Section 6 9 A ( 2 ) ( b ) — |
Omit all or any of the shares in which are listed for
quotation on the official list of a stock exchange in Australia,
and which", insert instead "that".
| ( 2 6 ) | Section 6 9 A ( 2 ) ( c ) — |
Omit ", all or any of the shares in which are listed for quotation on the official list of a stock exchange in Australia, and which", insert instead "that".
S C H E D U L E 4—continued. AMENDMENTS TO PART I V OF THE COMPANIES ACT, 1 9 6 1 —
continued.
( 2 7 ) After section 6 9 A
Section 6 9 A ( 3 ) —
( 2 ) , i n se r t :—
(3) The Minister may, by order published in the Gazette, revoke or vary an order published under subsection ( 2 ) .
( 2 8 ) Omit " ( 3 ) In relation", insert instead " ( 4 ) In relation".
Section 6 9 A ( 3 ) —
( 2 9 ) Omit " ( 4 ) A reference", insert instead " ( 5 ) A reference".
Section 6 9 A ( 4 ) —
(30) Section 6 9 B ( 1 ) —
Omit "and unincorporate", insert instead "or unincorporate".
(31) Omit the subsection, insert instead :— Section 6 9 D ( 2 ) — ( 2 ) A person required to give a notice under sub section (1) shall give the notice within 14 days after that person became or becomes aware of the relevant interest or interests by virtue of which he is a substantial shareholder.
S C H E D U L E 4—continued.
| AMENDMENTS TO PART I V OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
| (32) | Section 69D ( 3 ) — |
Omit "whichever", insert instead "the".
| (33) | Section 69D ( 3 ) — |
Omit "is applicable".
| (34) | Section 6 9 H — |
Omit the section.
| (35) | Section 6 9 M — |
Omit "69H,".
| (36) | Section 69N ( 1 ) — |
Omit ", but not so as to affect the exercise, by a person who in good faith and without notice of that failure has for value bought shares in which the substantial shareholder has had a relevant interest, of any right acquired by that person as a result of having so bought those shares".
| (37) | Section 69N (6 ) ( a ) — |
Omit "and that the failure ought to be excused; or", insert instead "or to his not being aware of a relevant fact or occurrence; and".
| (38) | Section 69N (6) ( b ) — |
Omit "on any other grounds", insert instead "that, in all
the circumstances".
SCHEDULE 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
( 3 9 ) Section 7 4 (1 ) ( e ) —
Omit "Commission", insert instead "Minister".
( 4 0 ) Section 7 4 ( I A ) — Omit "Commission" wherever occurring, insert instead "Minister".
( 4 1 ) Section 7 4 ( 1 A ) — Omit "Where any such approval has been revoked as aforesaid the borrowing corporation may thereupon appoint a trustee corporation qualified pursuant to this section in place of the trustee corporation which by reason of such revocation has ceased to be qualified".
( 4 2 ) Section 7 4 ( 1 B ) — After section 7 4 ( 1 A ) , inse r t :— (1B ) Where the approval of a corporation has been revoked under subsection ( 1 A ) , the borrowing corpora tion may appoint a trustee corporation qualified pursuant to this section in place of the trustee corporation which by reason of the revocation has ceased to be qualified.
( 4 3 ) Section 7 4 A ( 5 ) —
Omit "Minister", insert instead "Commission".
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
| (44 ) | Section 74B ( 3 ) — |
Omit the subsection.
| (45 ) | Section 74D (1 ) ( d ) — |
Omit "have", insert instead "has".
| ( 46 ) | Section 74D ( 7 ) — |
Omit the subsection.
| (47) | Section 74F (2 ) ( a ) — |
After "exceeded", insert "and, if they have been exceeded, particulars of borrowings exceeding those limitations".
| (48 ) | Section 74F (2 ) ( b ) — |
Omit "have", insert instead "has".
| (49) | Section 74F ( 2 ) ( f ) — |
After "particulars", insert ",with respect to each corporation that is so deemed,".
| ( 50 ) | Section 74F ( 2 A ) — |
After section 74F ( 2 ) , inse r t :—
(2A ) Where during the period to which a report referred to in subsection (1 ) relates—
(a ) a corporation has become a guarantor corporation;
SCHEDULE 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 — continued.
(b) a guarantor corporation has ceased to be liable for the payment of the whole or part of the moneys for which it was liable under the guarantee; or (c) a guarantor corporation has changed its name— the report shall so state and shall give particulars of the matters so stated.
( 5 1 ) Section 7 4 F ( 4 ) ( a ) — Omit the paragraph, insert instead : —
(a) The directors of every borrowing corporation which has issued debentures (other than debentures of a kind that if issued after the commencement of the Companies (Amendment) Act, 1 9 6 4 , could be lawfully described pursuant to section 38 as mortgage debentures or certificates of mortgage debenture stock) and of every guarantor corporation which has guaranteed the repay ment of the moneys raised by the issue of those debentures shall—
(i) at some date not later than seven months or in the case of a particular corporation not later than the
expiration of such other period as is for the time being fixed by the Commission with the consent of the trustee for the debenture holders for that corporation, after the expiration of each financial year of the corporation cause to be made out and lodged with the Commission and with the trustee for the holders of the debentures (if any) a profit and loss account for that financial year and a balance-sheet as at the end of that financial year; and
SCHEDULE 4—continued.
| AMENDMENTS TO PART IV OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
(ii) at some date not later than ten months, or in the case of a particular corporation, not later than the expiration of such other period as is for the time being fixed by the Commission with the consent of the trustee for the debenture holders for that corporation, after the expiration of each financial year of the corporation cause to be made out and lodged with the Commission and with the trustee for the holders of the debentures
, (if any) a profit and loss account for the period
from the end of that financial year until the
| ;> | , | expiration of six months after the end of that financial year and a balance-sheet as at the end of the period to which the profit and loss account relates. |
Penalty : $ 1 0 0 . Default penalty.
| (52) Section 74F ( 4 ) | ( b ) — |
Omit the paragraph.
| (53) Section 74F ( 4 ) | ( c ) — |
| Omit "In this paragraph", insert instead " ( d ) In this subsection". |
Omit "The Commission", insert instead " ( e ) The
Commission".
| (55) Section 74F ( 4 ) | ( c ) — |
| Omit "this paragraph" where secondly occurring, insert instead "paragraph | ( c ) " . |
SCHEDULE 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 — continued.
( 5 6 )
Section 7 4 F ( 4 ) Omit "paragraph" where last occurring, insert instead
( c ) —
"subsection".
( 5 7 ) Section 7 4 F ( 4 A ) — After section 7 4 F ( 4 ) , i n se r t :—
( 4 A ) Subsections ( 1 ) , (3 ) and ( 4 ) do not apply in respect of a borrowing corporation or a guarantor corporation which is being wound up or in respect of which a receiver or receiver and manager has been appointed and has not ceased to act under that appointment.
( 5 8 ) Section 7 4 F ( 5 ) ( a ) — Omit " ( 5 ) (a ) The provisions", insert instead " ( 5 ) The provisions".
( 5 9 ) Section 7 4 F ( 5 ) ( b ) —
Omit the paragraph, insert ins tead :— ( 6 ) Where the directors of a borrowing corporation do not lodge with the trustee for the holders of deben tures a report as required by subsection ( 1 ) or where the directors of a borrowing corporation or the directors of a guarantor corporation do not lodge with the trustee the balance-sheets, profit and loss accounts and reports as required by subsection ( 4 ) within the time prescribed the trustee shall forthwith lodge notice of that fact with the Commission.
S C H E D U L E 4—continued.
AMENDMENTS TO PART I V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
| (60) Omit the subsection, insert ins tead:— | Section 74F ( 6 ) — |
( 7 ) ( a ) Notwithstanding anything contained in subsection ( 5 ) , a profit and loss account and balance- sheet of a borrowing corporation or its guarantor cor poration relating to a period of six months immediately following a financial year of the corporation required to be made out and lodged in accordance with subsection ( 4 ) need not be audited, or the audit thereof may be of a limited nature or extent, if the trustee for the holders of the debentures of the borrowing corporation has, by notice in writing, consented to the audit being dispensed with or being of a limited nature or extent, as the case may be.
(b ) Where the trustee has, by notice in writing, so consented, the directors of the corporation in respect of whose profit and loss account and balance-sheet the notice was given, shall lodge with the Commission a copy of the notice at the time when the profit and loss account and balance-sheet to which the notice relates are lodged with the Commission.
(c ) Notwithstanding anything contained in this
section, a profit and loss account and balance-sheet of a borrowing corporation or its guarantor corporation relating to a period of six months immediately following a financial year of the corporation required to be made out and lodged in accordance with subsection (4 ) may, unless the trustee for the holders of the debentures of the borrowing corporation otherwise requires in writing, be based upon the value of the stock in trade of the borrowing corporation or the guarantor corporation, as the case may be, as reasonably estimated by the directors
SCHEDULE 4—continued.
AMENDMENTS TO PART IV OF THE COMPANIES A C T , 1 9 6 1 — continued.
thereof on the basis of the values of such stock in trade as adopted for the purpose of the profit and loss account and balance-sheet of that corporation laid before the corporation at its last preceding annual general meeting and certified in writing by them as such.
(61) Section 76 ( 1 ) , definition of "Interest"—
Omit "or" where last occurring in paragraph ( e ) .
(62) Section 76 ( 1 ) , definition of "Interest"—
Omit "paragraph." from paragraph (f) ( i i ) , insert ins tead :—
paragraph; or
(63) Section 76 ( 1 ) , definition of "Interest"—
After paragraph ( f ) , insert :—
(g) a prescribed right or interest or a right or interest
of a prescribed class or kind declared by the regulations to be an exempt right or interest for the purposes of this Division
(64) Section 76 ( 1 ) , definition of "Investment contract"—
After "property" wherever occurring, insert "whether in the State or elsewhere".
SCHEDULE 4—continued.
| AMENDMENTS TO PART IV OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
| ( 6 5 ) | Section 7 6 | ( 1 A ) — |
After section 7 6 ( 1 ) , i n se r t :— (1A) A regulation made for the purposes of paragraph (f) (ii) of the definition of "Interest" in subsection (1) does not apply to an agreement or a class of agreements relating to a partnership—
(a)
being a partnership for the carrying on of a profession or trade where a person carrying on that profession or trade is required by any Act to be registered, licensed or otherwise authorised in order to do so; and
(b)
the business of which does not include any business other than the business of a partnership referred to in paragraph ( a ) .
| ( 6 6 ) | Section | 7 7 | ( 1 ) | ( b ) — |
Omit "Commission has granted its", insert instead "Minister has granted his".
| ( 6 7 ) | Section 7 9 — |
| Omit "Commission" wherever occurring, insert instead "Minister". | |
| ( 6 8 ) | Section 7 9 ( 1 ) — |
Omit "its", insert instead "his".
| ( 6 9 ) | Section | 8 0 ( 1 ) — |
Omit "A deed", insert instead "Subject to subsection ( 1 A ) ,
a deed".
S C H E D U L E 4—continued.
A M E N D M E N T S T O P A R T I V O F T H E C O M P A N I E S A C T , 1 9 6 1 — continued.
( 7 0 ) Section 8 0 ( 1 A ) — Omit the subsection, insert instead :—
( 1 A ) The Minister may by notice published in the
Gazette declare that, subject to such terms and conditions as are specified in the notice, a specified deed that makes provision for the appointment of a specified company as trustee for or representative of the holders of the interests to which the deed relates is not required to contain covenants to the effect of such of the matters referred to in subsection (1) as are specified in the notice and the Minister may, by notice so published, revoke such a notice or vary it in such manner as he thinks fit.
( 7 1 ) Section 8 0 ( 1 B ) — Omit the subsection, insert ins tead :—
(1B ) Where before the commencement of section 4 of the Companies (Further Amendment) Act, 1974, a notice was published under section 88 purporting to exempt a company, subject to such terms and conditions as were specified in the notice, from complying with the provisions of subsection (1) in respect of a deed specified in the notice, the notice—
(a)
shall, notwithstanding any provision of this Act, have effect and be deemed always to have had effect according to its tenor; and
(b) may, notwithstanding any provision of this Act, be varied or revoked by the Minister by notice
published in the Gazette.SCHEDULE 4—continued.
| A M E N D M E N T S | T O P A R T | I V | O F | T H E C O M P A N I E S A C T , | 1 9 6 1 — |
continued.
| ( 7 2 ) | Section 8 2 ( 1 ) ( i ) — |
Omit " ( i ) the interest", insert instead " ( a ) the interest".
| ( 7 3 ) | Section 8 2 ( 1 ) ( i i ) — |
Omit " ( i i ) persons", insert instead " ( b ) persons".
| ( 7 4 ) | Section | 8 2 ( 1 ) ( i i i )— |
Omit "(i i i) a reference in paragraph (c) of subsection ( 2 )
of section 4 0 " , insert instead " ( c ) a reference in section 4 0
| (4 ) | ( a ) " . |
| ( 7 5 ) | Section 8 2 ( 1 ) ( i v ) — |
Omit " ( iv) the reference", insert instead " ( d ) the
reference".
| ( 7 6 ) | Section 8 2 ( 1 ) ( i v ) — |
Omit "or proposed directors".
| ( 7 7 ) | Section 8 2 ( 1 ) ( v ) — |
Omit " ( v ) in subparagraph ( v ) " , insert instead " ( e ) in
| subparagraph | ( v i ) ' \ |
| (78) | Section 8 3 — |
Omit subsections ( 3 ) , (4 ) and ( 5 ) .
(79) Section 84 ( 1 ) —
| Omit "The management", insert instead "Subject to subsection | ( 3 A ) , the | management". |
SCHEDULE 4—continued.
AMENDMENTS TO PART IV OF THE COMPANIES ACT , 1 9 6 1 — continued.
(80) Section 84 (3) ( a ) —
Omit "three miles", insert "5 kilometres".
(81) Section 84 ( 3 A ) — After section 84 ( 3 ) , inse r t :— (3A) The Minister may by notice published in the Gazette declare that, subject to such terms and conditions as are specified in the notice, a specified management company is not required to comply with the provisions of subsection ( l ) in respect of a deed specified in the notice.
(82) Section 88 ( 1 ) —
Omit "Commission" wherever occurring, insert instead "Minister".
(83) Omit " ( 4 A ) For", insert instead " ( 5 )
Section 95 ( 4 A ) —
For".
(84) Section 95 ( 5 ) —
Omit " ( 5 ) The", insert instead " ( 6 ) The" . (85) Section 95 ( 6 ) — Omit " ( 6 ) In", insert instead " ( 7 ) In". (86) Omit "the date on which the acquisition is completed or".
Section 102A ( 1 ) —
SCHEDULE 5 .
| AMENDMENTS TO PART V OF THE COMPANIES A C T , | 1 9 6 1 . |
| ( 1 ) | Section 1 1 1 ( 1 ) — |
Omit the subsection, insert instead :—
( 1 ) A company shall, as from the day of its incorporation, have a registered office within the State to which all communications and notices may be addressed and which shall be open and accessible to the public—
(a) where a notice has been lodged by the company with the Commission under section 1 1 2 ( 1 A ) or under a corresponding previous enactment—for such hours (being not less than three) between the hours of 9 o'clock in the morning and 5 o'clock in the evening each day, Saturdays, Sundays and holidays excepted, as are specified in the later of that notice or a notice lodged by the company with the Commission under section 1 1 2 ( l c ) or under a corresponding previous
enactment; or
(b) where a notice has not been lodged by the company with the Commission under section 1 1 2 ( 1 A ) or under a corresponding previous enactment—for not less than five hours between 1 0 o'clock in the morning and 4 o'clock in the afternoon each day, Saturdays, Sundays and holidays excepted.
| ( 2 ) | Section 1 1 2 ( 1 ) — |
Omit the subsection, insert instead :—
On the lodging of the memorandum of a proposed company for registration notice in the prescribed form of the address of the proposed registered office of the company shall be lodged with the Commission.
( 1 )
S C H E D U L E 5—continued.
A M E N D M E N T S TO P A R T V O F T H E C O M P A N I E S A C T , 1 9 6 1 — continued.
( 3 ) Section 1 1 2 ( 1 A ) — Omit the subsection, insert instead :—
( I A ) On the lodging of the memorandum of a
proposed company for registration or at any later time, notice in the prescribed form of the hours (being not
less than three) between the hours of 9 o'clock in the morning and 5 o'clock in the evening each day,
Saturdays, Sundays and holidays excepted, during which the registered office of the company is to be open and accessible to the public may be lodged with the Commission.
( 1 B ) Notice in the prescribed form of a change of address of the registered office of a company shall be lodged with the Commission not later than seven days after the day on which the change occurs.
( l c ) Where a notice has been lodged by a company under subsection ( 1A) or under a corresponding previous enactment, notice in the prescribed form of a change of the hours during which the registered office of the company is open and accessible to the public shall be lodged with the Commission not later than seven days after the day on which the change occurs.
(4) Section 121 ( 1 ) —
After "company" where secondly occurring, insert "but nothing in this subsection prevents a person from acting as a director of a company during the period commencing on the day on which he attains the age of seventy-two years and ending at the conclusion of the annual general meeting commencing next after that day".
S C H E D U L E 5—continued.
| AMENDMENTS TO PART V OF THE COMPANIES A C T , | 1961— |
continued.
| ( 5 ) | Section 121 ( 6 c ) — |
After section 121 ( 6 B ) , insert: —
(6c ) The Commission may, by instrument in writing, revoke or vary a declaration made under subsection
( 6 B ) .
| (6) | Section 121 ( 6 c ) — |
Omit " (6c ) A vacancy", insert instead "(6D) A vacancy".
| (7 ) | Section 122 (1) ( c ) — |
Omit "or any such corresponding provision", insert instead "or under section 113 of the Securities Industry Act, 1975, or a corresponding provision of the law of another State or of a Territory of the Commonwealth".
| (8 ) | Section 123 ( 6 ) — |
Omit the subsection, insert instead :—
(6) The declaration shall be made at the first meeting
of the directors held—
(a) after he becomes a director; or (b) (if already a director) after he commenced to hold the office or to possess the property,
as the case requires.
| (9) | Section 124 (3) ( a ) — |
Omit "liable", insert instead "subject to subsection ( 4 ) ,
liable".
SCHEDULE 5—continued.
AMENDMENTS TO PART V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
( 1 0 ) Section 1 2 4 ( 4 ) — Omit the subsection, insert instead :—
( 4 ) Where an officer of a corporation who commits a breach of this section has been found by a court to be liable to pay to a person an amount by reason of a contravention of Part X of the Securities Industry Act,
1 9 7 5 , that was the subject of the same act or transaction
as the breach of this section, the amount of the liability of the officer under this section shall be reduced by the first-mentioned amount.
For the purposes of subsection ( 4 ) , the onus of proving that the liability of a person to pay an amount to another person arose from the same act or transaction from which another liability arose lies on the person liable to pay the amount.
( 5 )
( 6 ) This section has effect in addition to and not in derogation from any other enactment or rule of law relating to the duty or liability of a director or officer of a corporation.
( 1 1 ) Section 1 2 5 ( 1 ) — Omit the subsection, insert instead : — ( 1 ) A company shall not, whether directly or indirectly—
(a) make a loan to—
(i) a director of the company or a relative of a director of the company;
S C H E D U L E 5—continued.
AMENDMENTS TO PART V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
(ii) a director of a related corporation or a
relative of such a director; or
(iii) a corporation in which a director of the
company or of a related corporation or a relative of any such director has, or two or more such persons together have, a substantial shareholding within the mean ing of Division 3A of Part IV; or
(b)
enter into a guarantee or provide security in connection with a loan made or to be made by another person to a person or corporation referred to in paragraph (a ) .
( 1 A ) Nothing in subsection (1) applies—
(a) to anything done by a company that is an exempt proprietary company;
(b) to anything done by a subsidiary in relation to a director where the director is its holding
company;(c) subject to subsection ( 2 ) , to anything done by a company to provide a person with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the
purpose of enabling him properly to perform his
duties as an officer of the company;
(d)
subject to subsection ( 2 ) , to anything done by a company to provide a person who is engaged in the full-time employment of the company or a holding company with funds to meet expenditure incurred or to be incurred by him in purchasing or otherwise acquiring a home;
S C H E D U L E 5—continued.
AMENDMENTS TO PART V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
(e) to a loan made by a company to a person who is engaged in the full-time employment of the company or its holding company, if any, if, where the company is not a subsidiary, it has at a general meeting or, where the company is a subsidiary, the company and its holding company have at general meetings, approved a scheme for the making of loans to employees of the company or holding company, or employees of the company and holding company, as the case may be, and the loan is in accordance with that scheme; or
(f) to anything done by a company in the ordinary course of its ordinary business where that business includes the lending of money or the giving of guarantees in connection with loans made by other persons.
(1B) In subsection (1) "relative" means spouse, parent or remoter lineal ancestor, son or daughter or remoter issue, brother or sister.
(12) Omit "Paragraph (c) or (d) of subsection (1)" , insert
Section 125 ( 2 ) —
instead "Subsection ( 1 A ) ( C ) or (d)". (13) Section 125 (2) ( a ) — Omit "given at a general meeting", insert instead "and, where the company is a subsidiary, its holding company given at a general meeting of the company or holding company, as the case may be,".
SCHEDULE 5—continued.
| AMENDMENTS TO PART V OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
| ( 1 4 ) | Section 1 2 5 ( 2 ) ( b ) — |
Omit "not given as aforesaid at or before the next following annual general meeting", insert instead "or, where the company is a subsidiary, approvals of the company and its holding company are not given as aforesaid at or before the next following annual general meeting of the company or holding company, as the case may be".
| ( 1 5 ) | Section 1 2 5 ( 3 ) — |
After "company" where firstly occurring, insert "or holding company".
| ( 1 6 ) | Section 1 2 7 ( 2 ) ( a ) — |
Omit "with respect to a share, debenture, participatory interest, right, option or contract".
( 1 7 ) Section 1 2 7 ( 2 ) (a) ( i i i )—
Omit the subparagraph, insert instead :— (iii) as the case may require, the date on which the director became aware that he had a relevant in terest in the shares, debentures or participatory interests or the date on which the director became aware that he had acquired the right or option or the date on which the director entered into the contract,
SCHEDULE 5—continued.
AMENDMENTS TO PART V OF THE COMPANIES A C T , 1 9 6 1 —
continued.
( 1 8 ) Section 1 2 7 ( 4 ) — Omit the subsection, insert instead :—
( 4 ) In any proceedings under this section, a person shall, in the absence of proof to the contrary, be pre sumed to have been aware at a particular time of a fact or occurrence of which a servant or agent of the person, being a servant or agent having duties or acting in relation to his master's or principal's interest or interests in a share in or a debenture of or a participatory interest made available by the company concerned, was aware at the time.
( 1 9 ) Section 1 2 7 ( 5 ) — Omit the subsection, insert instead :—
( 5 ) In this section— (a)
a reference to a participatory interest is a reference to an interest within the meaning of
section 7 6 ; and (b) a reference to a person who has or acquires shares, debentures or participatory interests or a relevant interest in shares, debentures or participatory interests includes a reference to a person who, under an option, has or acquires the right to acquire a share, debenture or participatory interest or a relevant interest in a share, debenture or participatory interest.
SCHEDULE 5—continued.
| AMENDMENTS TO PART V OF THE COMPANIES A C T , | 1961— |
continued.
(20) Section 129 ( 2 ) —
Omit "section 184 (as in force immediately before the
commencement of paragraph (i) of section 3 of the Com
panies (Amendment) Act, 1971)", insert instead "PartVlB".
(21) Section 132 ( 2 ) —
After section 132 ( 1 ) , insert: —
(2) The secretary or secretaries shall be appointed by the directors and a secretary who ordinarily resides in the State shall be present at the registered office of the company by himself or his agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.
(22) Section 132 ( 3 ) —
Omit the subsection.
| (23) Section 134 ( 7 ) — |
Omit the subsection, insert instead :—
(7) If default is made in complying with any pro vision of this section, the company and every officer of the company who is in default shall be guilty of an offence against this Act.
SCHEDULE 5—continued.
AMENDMENTS TO PART V OF THE COMPANIES A C T , 1 9 6 1 — continued.
( 2 4 ) Section 1 3 4 ( 8 ) — Omit the subsection, insert instead :—
A certificate of the Commission stating that from any return lodged with the Commission pursuant to this section it appears that at any time specified in the certificate any person was a director, manager or secretary of a specified company shall in all courts and by all persons having power to take evidence for the purposes of this Act, be received as prima facie evidence of the facts stated therein and for the purposes of this subsection a person who appears from any return so lodged to be a director, manager or secretary of a company shall be deemed to continue as such until by a subsequent return so lodged or by a notification of change in the prescribed form so lodged it appears that he has ceased to be such a director, manager or secretary.
( 8 )
( 2 5 ) Section 1 3 4 ( 9 ) — Omit the subsection. ( 2 6 ) Section 1 3 7 ( 1 ) — Omit "who have deposited or tendered with the requisition a sum sufficient to meet the cost of posting by ordinary mail the notices to shareholders convening the meeting".
SCHEDULE 5—continued.
| AMENDMENTS TO PART V OF THE COMPANIES A C T , | 1 9 6 1 — |
continued.
| ( 2 7 ) | Section 1 4 2 ( 3 ) — |
After section 1 4 2 ( 2 ) , insert:—
(3) For the purposes of an application to the Court or a meeting held by order of the Court under this section, the personal representative of a deceased member of a company shall be deemed to be a member of the company and, notwithstanding anything to the contrary in this Act or the memorandum or articles of the company, to have the same voting rights as the deceased member had immediately before his death by reason of his holding shares that on his death were transmitted to his personal representative by operation of law.
| ( 2 8 ) | Section 1 4 4 ( 2 ) — |
Omit "representing not less than ninety-five per centum of the total voting rights at that meeting", insert instead "represents not less than ninety-five per centum of the total voting rights of all members having the right to attend and
| vote at the meeting". | |
| ( 2 9 ) | Section 1 4 4 ( 4 ) ( b ) — |
After "company", insert "or, where the company does not have a share capital, if that member represents, or those two members together represent, not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting".
9. For every order of the Minister granting consent to
use of a name by a corporation . . . . . . 3 0 . 0 0 10. For every approval of the Commission to the change
of name of a company (otherwise than a change of name directed by the Commissioner pursuant to section 23 (2 ) or a change of name pursuant to section 24 ( 2 ) ) 3 0 . 0 0 11. For every application to the Minister to dispense with
the word "Limited" in the name of a company . . 1 5 . 0 0 12. For every license of the Minister to dispense with the
word "Limited" in the name of a company . . . . 3 0 . 0 0 13. For approval of the Minister to alter the memorandum
or articles of the company . . . . . . . . 1 0 . 0 0 14. On lodgment of request to the Commission to exercise
the powers conferred by section 309 or 311 . . . . 1 5 . 0 0
15. For every act done by the Commission as representing a defunct company under section 309 . . . . 2 5 . 0 0 16. For every act done by the Commission as representing
a defunct company under section 311 . . . . 2 5 . 0 0 17. On late lodgment of any document under this Act, in
addition to any other f ee—
(a) if lodged within one month after the period
prescribed by law . . . . . . . . 5 . 0 0
S C H E D U L E 15—continued.
| A M E N D M E N T S | TO THE SCHEDULES | TO THE COMPANIES | A C T , |
1961—continued.
SECOND SCHEDULE—cont inued.
T A B L E OF F E E S TO BE PAID TO THE COMMISSIONER—cont inued. $
(b) if lodged more than one month after the period prescribed by law, in addition to the fee
payable in paragraph (a ) of this item . . 1 5 . 0 0
The Commissioner, if satisfied that just cause existed
for the late lodgment, may waive in whole or in part
the additional fee under paragraph (b) of this item.18. On lodgment of a notice of the situation of the prin
cipal office of a recognised company under section
3 4 3 c (2 ) 5 . 0 0
19. For the registration of a foreign company—
(a) subject to paragraphs (b), (c) and (d) of this item, one-half of the sum of the appropriate fees prescribed in respect of the lodging of the memorandum of and registration of a company registered or incorporated under Part III; (b) for the purpose of paragraph (a) of this item, where the share capital of a foreign company includes shares having no fixed nominal amount, the amount of each such share shall be deemed to b e —
(i) where the instrument constituting or
defining the constitution of the company shares may be issued—that amount; and has fixed the maximum amount at which
(ii) in any other case—$1.00;
(c) subject to paragraph (d) of this item, where the fee prescribed in paragraph (a) of this item
is not applicable . . . . . . . . 2 5 0 . 0 0 (d) in the case of a corporation authorised by law of any State or Territory to take in its own name a grant of probate or letters of adminis
tration of the estate of a deceased person . . 2 0 0 . 0 0
S C H E D U L E 15—continued.
A M E N D M E N T S TO THE SCHEDULES TO THE COMPANIES ACT, . 1961—continued.
SECOND SCHEDULE—cont inued.
T A B L E OF F E E S TO BE PAID TO THE COMMISSIONER—cont inued.
$
20. On lodging by a foreign company of notice of increase
in share capital or in the case of a foreign company not having a share capital on the lodging of notice of increase in number of members beyond its registered number—one-half of the prescribed fee payable on the increase of share capital or on the increase in the number of members of a company incorporated or registered under Part III.
2 1 . On lodging by a foreign company, the share capital of
which consists wholly or partly of shares having no fixed nominal amount, of notice of increase of share capital—one-half of the fee that would be payable if those shares had a nominal amount calculated in accordance with item 19 ( b ) .
22 .
For registering any charge created by a corporation 2 0 . 0 0 2 3 .
For registering particulars of a series of debentures 2 0 . 0 0 24. For registering particulars of each series of deben
tures where more than one issue in the series . . 1 0 . 0 0
25. For every application for the reservation of a name 1 0 . 0 0 26. For sending a notification under section 22 (7B) or
( 8 B ) to a corresponding interstate officer—
for each notification to a participating State—
( a ) in any case where—(i) notification of a reservation of name
has been sent to that participating State as the result of an application by the same applicant;
S C H E D U L E 15—continued.
| A M E N D M E N T S | TO THE SCHEDULES | TO THE COMPANIES | A C T , |
1961—continued.
SECOND SCHEDULE—cont inued.
T A B L E OF F E E S TO BE PAID TO THE COMMISSIONER—cont inued. $
(ii) a subsequent notification in respect of
the name so notified has been sent under section 22 ( 8 c ) to that partici pating State within the six months pre ceding the present application; and
(iii) no refund has been made under section
22 ( 1 2 ) 2 0 . 0 0
(b) in any other case . . . . . . . . 1 0 0 . 0 0
| 2 7 . | On lodging articles of association of a company | . . | 5 . 0 0 |
28. On lodging a copy of any special resolution altering
the articles of association of a company . • . . 5 . 0 0 29. On lodging a copy of any special resolution altering
the objects clause of the memorandum of association
of a company . . . . . . . . . . . . 5 . 0 0 30 . For every application to the Commission under section
| ||||||
| 3 1 . |
|
32. On lodging, in relation to a corporation that is a
foreign company incorporated in another State or
Territory of the Commonwealth, any prospectus or statement under section 82 being a prospectus or state ment registered or acceptable for registration in that
other State or Territory 2 5 . 0 0 33. On lodging any prospectus or statement under section
82, other than a prospectus or statement referred to
in item 32 . . . . . . . . 5 0 . 0 0 34. For every application to the Commission under section
78 for the approval of a deed amending an approved
deed . . . . . . . . 2 5 . 0 0
S C H E D U L E 15—continued.
A M E N D M E N T S TO THE SCHEDULES TO THE COMPANIES A C T , 1961—continued.
SECOND SCHEDULE—cont inued.
T A B L E OF F E E S TO B E PAID TO THE COMMISSIONER—cont inued.
$
35. On lodging under section 78 any deed or copy of a
deed . . . . . . . . . . . . . . 5 . 0 0 36. On lodging an annual return of a company which is an
exempt proprietary company or a corporation to which
section 348 ( 5 ) applies 1 5 . 0 0 together with an additional fee of $15 for each partici pating State in which the name of the company is reserved.
37. On lodging an annual return of a company which is
not a corporation to which item 36 or 38 applies . . 2 0 . 0 0 together with an additional fee of $20 for each partici pating State in which the name of the company is reserved.
38. On lodging an annual return of a corporation holding
a license under section 24 or holding a license in the place of incorporation corresponding to a license
under section 24 . . . . . . . . . . 1 0 . 0 0 together with an additional fee of $10 for each partici pating State in which the name of the company is reserved. 39. On lodging a balance sheet of a foreign company pur
suant to section 348 . . . . . . . . . . 2 0 . 0 0 40. On lodging any application under section 44 or section
374 1 5 . 0 0 41. On lodging any application to the Commission under
section 161B . . . . . . . . . . . . 2 5 . 0 0 42 .
On lodging any other application . . . . . . 5 . 0 0
S C H E D U L E 15—continued.
| A M E N D M E N T S | TO THE SCHEDULES | TO THE COMPANIES | A C T , |
1961—continued.
SECOND SCHEDULE—cont inued.
T A B L E OF F E E S TO BE PAID TO THE COMMISSIONER—cont inued . $
43. For entry in the register of charges of any memoran
dum of satisfaction . . . . . . . . . . 1 0 . 0 0 44. For every certificate issued by the Commission under
any Act 3 . 0 0 45. For every inquiry as to the availability of any name
sought to be adopted by a corporation—for every
| |||||
| 46 . |
|
47 . For any other act by the Commission which is required
or authorised to be done under this Act and for which
a fee is not elsewhere prescribed . . . . . . 5 . 0 0 48. On lodging, registering, depositing or filing any docu
ment with or by the Commission for the lodging, regis tering, depositing or filing of which a fee is not else
where prescribed . . . . . . . . . . 5 . 0 0 49. On service of a subpoena on the Commission to pro
duce any documents in its custody . . . . . . 1 0 . 0 0
And, in addition, if the Commission so requires,
such other expenses as are reasonably incurred fn the
production of the document.50. For production at the Stamp Duties Office of docu
| |||
| 51 . |
|
filed or lodged with the Commission by or in
relation to a corporation or of any transparency
or reproduction of such document or documents 2 . 5 0
S C H E D U L E 15—-continued.
A M E N D M E N T S TO THE SCHEDULES TO THE COMPANIES ACT, . 1 9 6 1 —continued.
SECOND SCHEDULE—cont inued.
T A B L E OF F E E S TO BE PAID TO THE COMMISSIONER—cont inued .
$
(b) For the supply of an uncertified copy or print of any document where the fee prescribed by para
graph (a ) of this item has been paid—
for each page of the copy or print . . . . . 20 -
(c) For the supply of an uncertified copy or print of a document without inspection having been
m a d e —
for the first two pages of the copy or print 1 . 5 0
for each additional page . . . . . . . 2 0
(d) For every inspection of any document filed or lodged with the Commission not being an inspec tion in respect of which paragraph (a ) of this
item applies . . . . . . . . . . . 50- (e) The Commission may waive the inspection fee provided for in paragraph (a ) of this item in respect of any inspection made by or on behalf
of—
(i) the Australian Broadcasting Commission;
(ii) the holder of a licence for a commercial
broadcasting or television station; or
(iii) the proprietor or publisher of a newspaper
generally available to the public otherwise
than only on subscription.
(f) For every written inquiry involving a search for any document filed or lodged by or in relation to
a corporation . . . . . . . . . . 3 . 50" (g) For the supply of an uncertified copy or print of a document where the fee prescribed by para
graph (f) of this item has been paid—
for each page of the copy or print . . . . . 2 0 52. For every search or inspection in relation to a particu
lar corporation of the registers and documents kept by
the Commission pursuant to Division 7 of Part IV. . . . 5 0 '
S C H E D U L E 15—continued.
| A M E N D M E N T S | TO THE SCHEDULES | TO THE COMPANIES | A C T , |
1961—continued.
SECOND SCHEDULE—cont inued.
T A B L E OF F E E S TO BE PAID TO THE COMMISSIONER—cont inued. $
5 3 . (a ) For certifying a copy of or extract from any document filed or lodged with the Commission of which a typewritten or printed copy is supplied by an applicant—
for one page . . . . . . . . 2 . 0 0
for each additional page . . . . . . . 5 0
(b) For the supply of a certified copy or print of any document filed or lodged with the Commission—
for one page . . . . . . . . 3 . 0 0
for each additional page . . . . . . 1 . 5 0
:54. For the supply of information and a copy or print of
a document kept by a corresponding interstate officer 1 0 . 0 0 for each page of the copy or print in excess
of 4 . 4 0
Fees payable with respect to companies formed or incorporated outside the Commonwealth shall where appropriate be calculated after the conver sion of the share capital to Australian currency.
•(2) Fifth Schedule, clause 22 C D -
Omit "Minister", insert instead "Commission".
(3) Fifth Schedule, clause 34—
Omit "corporation" wherever occurring, insert instead
"borrowing corporation".
(4) Seventh Schedule, clause 34 (a )—
Omit "allotted", insert instead "made available to
applicants".
SCHEDULE 15—continued.
A M E N D M E N T S TO THE SCHEDULES TO THE COMPANIES A C T , 1961—continued.
(5) Seventh Schedule, clause 34 (b)— Omit "allotment of the units or sub-units", insert instead
"units or sub-units are made available".
(6) Eighth Schedule, Part I—
After paragraph 1 insert :—
IAA. The participating States (if any) in which the name of the company is reserved.
(7) Eighth Schedule, Part I, paragraph 11—
Omit "this Act", insert instead "the Companies Act,
1961,".
(8) Eighth Schedule, Part II—
After "The address of the registered office of the company is" insert:—
The name of the company is reserved in the participating States of
(9) Eighth Schedule, Part II, paragraph (a )— After "company;" under the heading "Copy of Last
Accounts of the Company.", insert "or".
(10) Eighth Schedule, Part II—
Omit "laid" from the matter under the heading "Copy of Last Accounts of the Company.", insert instead "required to be laid".
S C H E D U L E 15—continued.
| A M E N D M E N T S | TO THE SCHEDULES | TO THE COMPANIES A C T , |
1961—continued.
| ( 1 1 ) Omit "with; and" from paragraph (a) under the heading | Eighth Schedule, Part II— |
"Certificate." insert instead "with.".
| ( 1 2 ) | Eighth Schedule, Part II— |
Omit "List of persons holding shares in the" from the matter that last precedes the heading "No-Liability Com panies", insert instead "List of persons holding shares in".
(13) Ninth Schedule, clause 5 (4) ( i )—
Omit the paragraph, insert instead :—
(i) the total amount outstanding of any loans made,
guaranteed or secured by the company or by the company and its subsidiaries, being loans made to a director of the company or of a related corporation or to a relative within the meaning of section 1 2 5 of such a director or to a corporation in which such a director or relative has, or two or more such persons together have, a substantial shareholding within the meaning of Division 3A of Part IV.
SCHEDULE 16.
| FURTHER | A M E N D M E N T S | TO THE COMPANIES | A C T , 1 9 6 1 . |
| ( 1 ) | Section 5 | ( 1 B ) — |
After "Commission", insert "or the Commissioner".
| ( 2 ) | Section 2 2 ( 8 B ) — |
After "shall", insert "on payment of the prescribed fee".
(3) Section 38 ( 7 A ) —
After section 38 (7), insert:—
(7A) The Minister may, by notice in the Gazette, vary or revoke a declaration made under subsection
(7) (b) . SCHEDULE 16—continued.
F U R T H E R A M E N D M E N T S TO THE COMPANIES A C T , 1 9 6 1 —continued.
( 4 ) Section 3 8 ( 8 ) — Omit "this section", insert instead "subsection ( 7 ) (c) or this subsection".
( 5 ) Section 6 4 ( 8 ) — Omit "lodging", insert instead "registration".
( 6 ) Section 7 4 D ( 1 ) (c )— After "corporation", insert "and each of its guarantor corporations".
( 7 ) Section 7 4 F ( 5 ) (a )— Omit "Board of Trade", insert instead "Department of Trade and Industry".
( 8 ) Section 3 7 4 E ( 1 ) , definition of "company to which this section applies"—
After "instrument;", insert "or".
SCHEDULE 17 .
FURTHER A M E N D M E N T S TO THE COMPANIES A C T , 1 9 6 1 .
( 1 ) Section 9 9 ( 4 ) —
Omit the subsection, insert instead :—
(4) In this section "interest" includes an interest within the meaning of Division 5.
(2) Section 9 9 (5)—
Omit the subsection.SCHEDULE 18.
SAVINGS AND TRANSITIONAL PROVISIONS.
1. Notwithstanding section 9 (6) of the Companies Act, 1961, as amended by this Act, where the registration, or renewal of registration, of a company auditor or liquidator takes effect after 31st December, 1975, and before 1st April, 1976, the registration or renewal of registration remains in force, subject to section 9 of that Act, as so amended, until 31st March, 1977.
2. (1) A proclamation published in the Gazette and in force under section 14 (3) (b) of the Companies Act, 1961, immediately before the commencement of Schedule 3 (1) continues in force on and after that commencement as if it had been so published under section 14 (3) (a) of the Companies Act, 1961, as amended by this Act.
(2) Section 14 (3) (a) of the Companies Act, 1961, applies to and in respect of an association or partnership formed before the commencement of Schedule 3 (1) in the same way as it applies to an association or partnership formed after that commencement.
3. (1) Except in the case of an auditor or auditors in respect of whom subclause (2) or (3) applies, an auditor or auditors of a company holding office immediately before
| of section 166 (4) of the Companies Act, 1961, as amended | the commencement of Schedule 6 (15) shall, for the purposes |
| by this Act, be deemed to have been appointed under section 166 (3) of that Act, as so amended. | |
| (2) Where special notice was given before the com mencement of Schedule 6 (25) of a resolution referred to in section 166B (1) (a) of the Companies Act, 1961, as enacted before that commencement, but the general meeting so referred to is not held until after that commencement, the |
SCHEDULE 18—continued.
SAVINGS AND TRANSITIONAL PROVISIONS—continued.
resolution shall, at that general meeting, be deemed to be a resolution for the purposes of section 166B (1) of that Act, as amended by this Act, of which special notice was duly given.
(3) Where special notice was given before the com mencement of Schedule 6 (25) of a resolution referred to in section 166B (1) (b) of the Companies Act, 1961, as enacted before that commencement, but the general meeting so referred to is not held until after that commencement—
(a) that resolution shall not be considered at the general meeting; and (b) the general meeting shall be deemed to have before it a resolution of which special notice has been given for the removal from office of the auditor or auditors named for replacement in the resolution referred to in paragraph ( a ) ; and
(c) the resolution referred to in paragraph (b), if passed, shall be deemed to be a resolution duly passed for the purposes of section 166B (1) of the Companies Act, 1961, as amended by this Act.
4. A provision of Part V I A of the Companies Act, 1961,
that is amended by this Act applies, as so amended—
(a) to and in respect of an inspector appointed under that Part before the commencement of the
amendment; and(b) to and in respect of the investigation by the inspector
as if the inspector had been duly appointed under that Part at that commencement and as if anything done pursuant to or in relation to the investigation before that commencement had been done after that commencement.
SCHEDULE IS—continued.
SAVINGS AND TRANSITIONAL PROVISIONS—continued.
5. (1) Notwithstanding any amendment made by this Act
to section 291 or 292 of the Companies Act, 1961—
(a)
section 292 of that Act, as amended by the Companies (Amendment) Act, 1974; and
(b)
section 3 of the Companies (Amendment) Act, 1974,
continue to apply to and in respect of a company to which
they applied before the amendment made by this Act.
(2) Subject to subclause (1) , section 292 ( I A ) and
( I A B ) of the Companies Act, 1961, as amended by this Act,
applies in respect of a company that is being wound up whether the order of the Court for the winding up or the date of commencement of the winding up of the company was before or after the commencement of this clause.
6. Where a person may revoke, vary or amend an instru ment, declaration or determination made or published under a provision of the Companies Act, 1961, as amended by this Act, he may revoke, vary or amend an instrument, declaration or determination that—
(a) was made or published under that provision before the provision was amended; and
(b) was in force immediately before the amendment of the provision,
| notwithstanding that the instrument, declaration or |
determination was not made or published by him.
7. Nothing in this Schedule affects any saving made by the
Interpretation Act, 1897.
DAYLIGHT
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