Companies (Consequential Amendments) Act 1981 (Qld)

1131 11;^uP2xtsi txtti ANNO TRICESIMO ELIZABETHAE SECUNDAE REGINAE No. 111 of 1981 An Act to make amendments to certain Acts consequential upon the enactment of the Companies (Applicationof Laws) Act 1981, to make certain other amend- ments to Acts and for other purposes [ASSENTED TO 16TH DECEMBER, 1981

1132 Companies ( Consequential Amendments) Act 1981, No. 111 BE IT ENACTED by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- PART I.-PRELIMINARY 1. Short title. This Act may be cited as the Companies (Consequential Amendments) Act 1981. 2. Commencement . (1) Section 1 and this section shall commence on the day on which this Act is assented to for and on behalf of Her Majesty. (2) Sections 9, 14 and 19 shall be deemed to have commenced on the day on which the National Companies and Securities Commission(StateProvisions)Act1981 came into operation and shall be given retrospective effect accordingly. (3) Section 20 shall be deemed to have commenced on l October 1981 and shall be given retrospective effect accordingly. (4) Except as provided by subsections (1), (2) and (3) this Act shall commence on the day on which the Companies (Application of Laws)Act1981 comes into operation. 3. Division into Parts. This Act is divided into Parts as follows:- PART I.-PRELIMINARY (SS. 1-3); PART 1I.-AMENDMENTS TO NATIONAL COMPANIES AND SECURITIES COMMISSION (STATE PROVISIONS) ACT 1981 (ss. 4-5): PART III.-AMENDMENTS TO COMPANIES AND (INTERPRETATION AND MISCELLANEOUS (APPLICATION OF LAWS) ACT 1981 (ss. 6-9); SECURITIES PROVISIONS) PART IV.-AMENDMENTS TO COMPANIES (ACQUISITION OF SHARES) (APPLICATION OF LAWS) ACT 1981 (ss. 10-14); PART V.-AMENDMENTS TO SECURITIES INDUSTRY (APPLICATION OF LAWS) ACT 1981 (ss. 15-22); PART VI.-AMENDMENTS TO OTHER ACTS (s. 23); SCHEDULE. PART II.-AMENDMENTS TO NATIONAL COMPANIES AND SECURITIES COMMISSION (STATE PROVISIONS) ACT 1981 4. Citation . (1) In this Part, the National Companies and SecuritiesCommission (State Provisions) Act1981 is called the Principal Act. (2) The Principal Act as amended by this Part may be cited as the National Companies and Securities Commission (State Provisions) Act1981.

Companies ( Consequential Amendments) Act 1981, No. 111 1133 5. Amendment of s. 12. Delegation by Commission . Section 12 of the Principal Act is hereby amended as follows:- (a) in subsection (1), before the words " any functions " there shall be inserted the words " all or "; (b) for paragraph (b) of subsection (3) there shall be substituted the following paragraph:- (b) the person for the time being holding a specified office under an Act, an Act of another State or a Commonwealth Act or the person for the time being occupying a position in the Public Service of the State, of another State or of the Commonwealth, being a position that is specified in the instrument of delegation."; and (c) for paragraph (b) of subsection (5) there shall be substituted the following paragraph:- (b) the person for the time being occupying a position in the Public Service of the State, of another State or of the Commonwealth, being a position that is specified in the instrument by which the authority is given.". PART III.-AMENDMENTS TO COMPANIES AND SECURITIES (INTERPRETATION AND MISCELLANEOUS PROVISIONS) (APPLICATION OF LAws) ACT 1981 6. Citation . (1) In this Part, the Companies and Securities(Interpretation andMiscellaneous Provisions) (Application of Laws) Act1981 is called the Principal Act. (2) The Principal Act as amended by this Part may be cited as the Companies and Securities (Interpretation andMiscellaneous Provisions)(Application of Laws) Act1981. 7. Amendment of s. 11. Interpretation of references to the applied provisions . In section 11 (2) of the Principal Act, after the word " regulation." there shall be inserted the word " clause,". 8. Amendment of Schedule 1. Schedule 1 to the Principal Act is hereby amended as follows:- (a) for paragraph (g) of clause 3 there shall be substituted the following paragraph:- " (g) in paragraph (b) of the definition of " constituent documents " for the expression " (other than the Companies Act1981 or the corresponding law of a State or another Territory or of another country) " there were substituted the expression " (other than the Companies (Queensland) Code or the corresponding law in force in another State or in a Territory or in another country) ";"; (b) in clause 6, for the word "three" there shall be substituted the word " four " ;

1134 Companies ( Consequential Amendments) Act 1981, No. 111 (c) after clause 16 there shall be inserted the following clauses:- 17. In section 40 of the Commonwealth Act- (a) in subsection (1) before the word " made " there were inserted the word " applying,"; and (b) in subsection (2), before the words " was made " there were inserted the words " applies or "°. 18. For section 41 of the Commonwealth Act there were substituted the following section:- " 41. (1) Where a provision of a law of another State or of a Territory, being a law by reason of which provisions of a relevant Act of the Commonwealth or regulations in force for the time being under a relevant Act of the Commonwealth apply as laws of that State or Territory, provides that a document published in accordance with that provision is prima facie evidence of the provisions of that Act or those regulations as so applying on a particular date, a document that is, or purports to be, a copy of a document so published is prima facie evidence of the provisions of that Act or those regulations as so applying on that date. (2) In subsection (1), " relevant Act of the Commonwealth means- (a) the Companies and Securities (Interpretation and MiscellaneousProvisions) Act1980 of the Commonwealth; (b) the Companies (Acquisition of Shares) Act1980 of the Commonwealth; (c) the Securities Industry Act1980 of the Commonwealth; or (d) the Companies Act1981 of the Commonwealth, as amended and in force for: the time being.".". 9. Amendment of Schedule 1. Paragraph (z) of clause 3 of Schedule I to the Principal Act shall be repealed. PART IV-AMENDMENTS TO COMPANIES (ACQUISITION OF SHARES) (APPLICATION OF LAws) ACT 1981 10. Citation . (1) In this Part, the Companies (Acquisition of Shares)(Application of Laws) Act1981 is called the Principal Act. (2) The Principal Act as amended by this Part may be cited as the Companies (Acquisition of Shares) (Application of Laws) Act1981. 11. Amendment of s. 5. In section 5 of the Principal Act- (a) for the' note appearing in and at the commencement of that section there shall be substituted the following note:- " Exclusion."; and

Companies ( Consequential Amendments ) Act 1981, No. 111 1135 (b) for subsection (1) of that section there shall be substituted the following subsection:- " (1) The provisions applying by reason of section 4, except as provided by section 17, operate to the exclusion of- (a) Part VIs of, and the Tenth Schedule to, The Companies Act of 1961; and (b) the Company Take-overs Act1979 other than section 59 of that Act.". 12. Substitution of new ss. 7 and 8. For sections 7 and 8 of the Principal Act there shall be substituted the following sections:- " 7. Incorporation in Companies ( Queensland ) Code. (1) The provisions applying by reason of section 4 are incorporated with, and shall be read as one with, the Companies (Queensland) Code. (2) The provisions applying by reason of section 6 are incorporated with, and shall be read as one with, regulations applying under the Companies (Queensland) Code. 8. Operation of Companies ( Queensland ) Code. For the purposes of the operation of the Companies (Queensland) Code and regulations applying under that Code and the performance of functions and the exercise of powers under that Code or those regulations, with respect to the provisions of, or matters relating to or arising under. the applied provisions- (a) references in that Code or those regulations to documents submitted to, or lodged with, the Commission shall be construed as references to documents submitted to, or lodged with, the Commission under the applied provisions; and (b) references in those regulations to the Companies (Queensland) Code shall, in accordance with section 7 (1) be construed as references to that Code with the incorporation of, and as read as one with, the provisions applying by reason of section 4.". 13. Amendment of Schedule 1. Schedule I to the Principal Act is hereby amended as follows:- (a) for paragraph (a) of clause I there shall be substituted the following paragraph:- (a) for the expression " Companies Act1981 " in the Commonwealth Act (wherever occurring) there were substituted the words " Companies (Queensland) Code "; ": (b) after clause 3 there shall be inserted the following clause:- 3A. In section 38 (4) of the Commonwealth Act- (a) for the words " law of the place " there were substituted the words " law in force in the place "; and (b) for the words " law of a place " there were substituted the words " law in force in the place ".".

1136 Companies ( Consequential Amendments) Act 1981, No. 1 I 1 14. Amendment of Schedule 1. Schedule I to the Principal Act is hereby amended as follows:- (a) for paragraph (e) of clause I there shall be substituted the following paragraph:- (e) for the words " law of a State or of another Territory " and '` law of a State or another Territory " in the Commonwealth Act (wherever occurring) there were substituted the words " law in force in another State or in a Territory ". , (b) after clause 2 there shall be inserted the following clause:- 2A. After section 6 of the Commonwealth Act there were inserted the following section:- 66AA. . In this Code- (a) a reference to a previous law, or provision of a previous law, or previous enactment, of Queensland or of the State corresponding to, or to a provision of. this Code includes a reference to. or to a provision of. The Companies Act of 1961 and the Company Take-avers Act 1979: and (b) a reference to a previous law. or provision of a previous law. or previous enactment, of a State other than Queensland or of another State corresponding to, or to a provision of. this Code includes a reference to. or to a provision of, that law of that State corresponding to The Companies Act of 1961 or the Company Take-overs Act1979.".". PART V.-AMENDMENTS TO SECURITIES INDUSTRY (APPLICATION OF LAWS) ACT 1981 15. Citation . (1) In this Part. the Securities Industry (Applicationof Laws) Act1981 is called the Principal Act. (2) The Principal Act as amended by this Part may be cited as the Securities Industry (Application of'Lairs) Act 1981. 16. New s. 15A. After section 15 of the Principal Act, there shall be inserted the following section:- " 15A. Exemptions from " prescribed interest ". (1) Where the Ministerial Council approves an exemption of a right or interest, or a right or interest included in a class or kind of rights or interests, to be an exempt right or interest or a class,or kind of exempt rights or interests for the purposes of paragraph (g) of the interpretation of " prescribed interest " in section 4 (1) of the Securities Industry (Queensland) Code. the Governor in Council may make regulations declaring that right or interest, or a right or interest included in that class or kind of rights or interests to be an exempt right or interest or a class or kind of exempt rights or interests for the purposes of that paragraph. (2) Regulations under subsection (1) shall he read and construed as one with the Securities Industry (Queensland) Regulations.".

Companies (Consequential Amendments) Act 1 9 8 1 , No. 1 1 1 1 137 17. Amendment of s. 16. Exclusion of Securities Industry Act1975, etc. Section 16 (4) of the Principal Act shall be omitted. 18. Amendment of Schedule 1. Schedule I to the Principal Act is hereby amended as follows:- (a) for paragraph (a) of clause 1 there shall be substituted the following paragraph:- "(a) for the expression- Companies Act1981 " in the Commonwealth Act (wherever occurring) there were substituted the words " Companies (Queensland) Code ";"; (b) for clause 2 (2) there shall be substituted the following subclause:- " (2) In section 4 (7) of the Commonwealth Act, for the words " that Act " there were substituted the words " that Code ".": (c) for clause 1 l there shall be substituted the following clause:- " 11. In section 30 of the Commonwealth Act- (aa)) the word "and- at the end of paragraph (a) of subsection (4) were repealed: (b) in paragraph (b) of subsection (4) for the word " Commonwealth." there were substituted the following expression and paragraph :- " State; and (c) the Commonwealth Minister may cause to be printed and published the whole or any part of a report under this Division that relates to an investigation the expenses of which are, under the Agreement, to be borne by the Commonwealth.": and (c) in subsection (5) for the words " Ministerial Council or the Minister" (wherever occurring) there were substituted the words " Ministerial Council, the Minister or the Commonwealth Minister "."; (d) after clause 13 there shall be inserted the following clause:- " 13A. In section 48 (b) of the Commonwealth Act, for the words " of a State or of another Territory " (where twice occurring) there were substituted the words " in force in another State or in a Territory "."; (e) For clause 17 there shall be substituted the following clauses:- 17. (1) In section 75 (2) (e) of the Commonwealth Act, for the words " of a participating State or a " there were substituted the words " in force in a participating State or ". (2) In section 75 (3) (e) of the Commonwealth Act, for the expression " the Business Names Ordinances 1963 " there were substituted the expression " The Business Names Act of 1962 ". (3) In section 75 (3) (f) of the Commonwealth Act, for the words " of a participating State or of a " there were substituted the words " in force in a participating State or ". (4) In section 75 (19) of the Commonwealth Act, for the words " of a participating State or of a " there were substituted the words in force in a participating State or ".

1138 Companies ( Consequential Amendments ) Act 1981, No. 11 I (5) In section 75 (20) of the Commonwealth Act. for the words "of a participating State or of a" there were substituted the words " in force in a participating State or ". 17A. In section 76 (9) of the Commonwealth Act, for the words " of a participating State or of a " there were substituted the words " in force in a participating State or ".". 19. Amendment of Schedule 1. Schedule 1 to the Principal Act is hereby amended as follows:- (a) for paragraph (c) of clause 1 there shall be substituted the following paragraph:- (c) for the words " law of a State or of another Territory " in the Commonwealth Act (wherever occurring) there were substituted the words "law in force in another State or in a Territory"';"; (b) after clause 2 (2) there shall be inserted the following subclause:- " (3) After section 4 (9) of the Commonwealth Act there were inserted the following subsection :- " (10) In this Code- (a) a reference to a previous law, or provision of a previous law, or previous enactment, of Queensland or of the State corresponding to, or to a provision of, this Code includes a reference to, or to a provision of, the Securities IndustryAct1975; and (b) a reference to a previous law, or provision of a previous law, or previous enactment , of a State other than Queensland or of another State corresponding to, or to a provision of this Code includes a reference to, or to a provision of, the law of that State corresponding to the Securities Industry Act1975."."; (c) after clause 4 there shall be inserted the following clause:- " 4A. In section -9 (2) of the Commonwealth Act, for the words " of a participating State or of a " there were substituted the words " in force in a participating State or "."; (d) for clause 16 there shall be substituted the following clause:- 16. For section 60 (5) of the Commonwealth Act there were substituted the following subsection:- " (5) A person disqualified or deemed to be disqualified, either permanently or for a period, from holding a licence- (a) under the corresponding law in force in another State or in a Territory by reason of an order of a court under that corresponding law or by reason of a provision of that corresponding law; or (b) by reason of an order of a court under section 47 of the Securities Industry Act1975 or under a corresponding provision of a previous law or under a provision of a law, or a previous law, of another State, shall while he is so disqualified or deemed to be disqualified, be deemed to be disqualified from holding a licence under this Code.".".

Companies (Consequential Amendments) Act 1981, No. 111 1139 20. Amendment of Schedule 1. After clause 18 of Schedule I to the Principal Act there shall be inserted the following clause:- " 18A. In section 81 (2) (a) of the Commonwealth Act. for the words " of a participating State or of a " there were substituted the words " in force in a participating State or ".". 21. Exempt interests under s. 76 (1) of the Companies Act 1961. Where, immediately before the commencement of this section. an interest or right was an exempt interest or right for the purposes of paragraph (g) of the definition of " Interest " in section 76 (1) of The Companies Act of 1961, that interest or right shall be deemed to have been an exempt interest or right for the purposes of paragraph (g) of the interpretation of " prescribed interest " in section 4 (1) of the Securities Industry (Queensland) Code during the period during which it was an exempt interest or right for the purposes of paragraph (g) of the definition of " Interest " in section 76 (1) of The Companies Act of 1961. 22. Amendment of Schedule 2. At the end of Schedule 2 to the Principal Act there shall be inserted the following clause:- " 6. For the words " Securities Industry Regulations " (wherever occurring) there were substituted the words Securities Industry (Queensland) Regulations ".". PART VI-AMENDMENTS TO OTHER ACTS 23. Amendments to other Acts . The Acts mentioned in the Schedule to this Act are amended to the extent indicated in that Schedule.

Year and Number of Act Short Title SCHEDULE Extent of Amendment (s. 23) .P 0 No. 73 of 1979 .. No. 74 of 1981 .. .. I Allred Grant Pty. Ltd. and Other Companies (Distribution of Trust Moneys) Act 1979 Associations Incorporation Act1981 In section 3 ( 2) for the expression " Companies Act 1961 -- 1978 or any other " there shall he substituted the expression " Companies (Queensland) Code or any " In paragraph (b) of section 4 for the expression " Companies Act 1961-1978 or any other " there shall he substituted the expression Companies ( Queenshunl ) Code or any In section 44 ( 2) for the expression "C'ompanies Act 1961-1979 there shall be substituted the words " Companies ( Queensland ) Code ". In section 45 (3) for the expression °` the Companies Act 1961-1979 relating to the winding up of unregistered companies " there shall be inserted the expression " Division 6 of Part X11 of the Companies (Queensland ) Code ". In section 46- (a) in paragraph ( a) for the expression "the Companies Act 1961-1979 to an unregistered company " there shall be substituted the expression " Division 6 of fart XII of the Companies (Queensland) Code to a body to which that Division applies "; and (b) for the expression " Companies Act 1961 -1979 " (secondly, thirdly and fourthly occurring ) there shall be substituted the words Companies ( Queensland ) Code ". There shall be inserted after section 46 the following section:--- "46A. Winding up in progress at the commencement of Part VI of the Companies ( Consequential Amendments ) Act 1981 . The provisions of the Companies (Queenslanl) Code with respect to winding up do not apply to any incorporated association the winding up of which was commenced before the commencement of Part VI of the Companies (Consequential Amendments ) Art 1981 and any such incorporated association shall be wound up in the same manner and with the same incidents as if that Act had not been enacted and for the purposes of the winding up , the provisions of this Act as in force immediately prior to the commencement of that Part shall apply.".

ScitED ULE-continued Year and Number of Act Short Title Extent of Amendment No. 30 of 1971 as Auctioneers and Agecus Act 1971-1981 subsequently amended In section 14 (4)- (a) for the expression " the Companies Act 1961-1975 " (first occurring) there shall be substituted the words "the Companies (Queensland) Code "; and (b) for the expression " or is a recognised company within the meaning of the Companies Act 1961-1975 that has complied with the provisions of section 343E of that Act and such corporation " there shall be substituted the expression " or is a recognised company or a recognised foreign company within the meaning of the Companies (Queensland) Code that has complied with the provisions of section 508 of that Code and such corporation ". In section 14 (5) for the expression " The Companies Acts 1961 to 1964 " there shall be substituted the words " the Companies (Queensland) Code ". 50 Vic. No. 34 as Building Societies Act 1886 -1976 . . In section 22i1 (1) (c) immediately after the expression " Co-operative subsequently amended and other Societies Act 1967 -1974 " there shall be inserted the expression " or section 227, 229, 559 or 563 of the Companies (Queensland) Code " Section 26n shall be omitted and there shall be substituted the following section:-- " 2613. Registration of charges . The provisions of Division 9 of Part IV of the Companies (Queensland) ('ode and section 30 of the Companies (Application of Lams) Act 1981 shall with all necessary adaptations and with such modifications as may be prescribed extend to it registered Society. For the purpose of any such extension, it reference in any of those provisions to the Commission shall be construed as it reference to the Registrar within the meaning of this Act.".

Year and Number of Act Short Title ScueuuLt:--ccu uinurd I Extent of Amendment 50 Vic. No. 34 as Building Societies Act 1886--1976 .. subsequently amended In section 34A subsection (7) shall be omitted and there shall be substituted the following subsection:-- " (7) Without alfecting the generality of the preceding provisions of this section , the accounts of a Registered Society shall show separately in the accounts (whether by note or otherwise) such matters as are prescribed.". In section 34AL.--- (a) in subsection ( I) (d) for the expression " Comp an ies Act 1901-1974 " there shall be substituted the words " Companies (Queenslwid) Code " ; and (b) in subsection (2) (e) for the expression " Companies Act 1961-1974 " there shall be substituted the words " Companies (Queensland ) Code ". In section 34Au ( I5) for the expression " Companies Act 1961 -- 1974 there shall be substituted the words " Companies (Queensland) Code " In section 37 in the paragraph immediately following provision (5) for the expression "" The Companies Act o f 1931 " or any Act amending the same," there shall be substituted the words " the Concpemies (Queensland) Code „ In section 37AA--- (a) in subsection ( I) for the expression " Companies Act 1961 -1974 there shall be substituted the words " Companie s (Queensland ) Code (b) in subsection (6) - (i) in paragraph ( a) for the expression " fart X of the Companies Act 1961 1974 " there shall he substituted the expression " Part X11 of the Companies (Queensland ) Code "; (ii) in paragraph (a) fisr the words " that Act " there shall he substituted the words " that ('ode ";

Year and Number of Act Short Title SC'1IE DULE-Coltisned Extent of Amendment 50 Vic. No. 34 as subsequently amended Building Societies Act 1886 -1976 .. (iii) in paragraph (b) for the expression " Part X of the Companies Act 1961-1974 " there shall be substituted the expression " Part X11 of the Companies (Queensland) Code "; (iv) in paragraph (b) (ii) for the word " Commissioner " there shall be substituted the word " Commission "; (v) in paragraph (b) (iii) for the expression " 218 (I) (d) " there shall be substituted the expression " 360 (I) (e) "; (vi) in paragraph (b) (iv) for the expression " sections 270, 271 and 272 of the Companies Act 1961--1974" there shall be substituted the expression " sections 409, 410 and 411 of the Companies (Queensland) Code "; and (vii) in paragraph (b) (iv) for the words " that Act " there shall be substituted the words " that Code "; and (c) there shall be inserted after subsection (6) the following subsection:--- " (7) The provisions of the Companies (Queensland) Code with respect to winding up do not apply to any Registered Society the winding up of which was commenced before the commencement of Part VI of the Companies (Consequential Amendments) Act 1981 and any such Registered Society shall be wound up in the same manner and with the same incidents as if that Act had not been enacted and, for the purposes of the winding up, the provisions of this Act as in force immediately prior to the commencement of that Part shall apply.". In section 37Au for the expression " Companies Act 1961-1974 there shall be substituted the words " Companies (Queensland) Code No. 42 of 1980 .. Building Units and Group titles Act In section 27 (2) for the expression " Companies Act 1961 1978 " 1980 there shall be substituted the expression " Companies (Queenshncd) Code ". 3.

Year and Number of Act Short Title S<•ut:uut .r:--ronthuua! Extent of Amendment No. 12 of 1962 as subsequently amended No. 46 of 1967 as subsequently amended Business Names Ac! 1962-1979 Co-operative and Other Societies Ac! 1967-1978 In section 3 (I)- (a) in the definition of " Corporation " for the expression The Companies Act of 1961 " there shall be substituted the words " the Companies ( Queeusluncl ) Code "; and (b) in the definition of " Secretary " for the expression " Division 3 of Part Xl of The Companies Art of 1961 " there shall be substituted the expression " Division 5 of Part XIII of the Companies (Queensland) Code ". In section 15 ( I) (b) for the word " manager " there shall be substituted the words " principal executive officer " In section 19 (I) (d) for the expression "The Companies Act of 1961 " there shall be substituted the words " the Companies (Queens/uud) Code" In section 26 ( 2) (a) for the expression The Companies Act of 1961 " there shall be substituted the expression - the Companies (Queens land) Code " In section 29 for the word " manager " there shall be substituted the words ", principal executive officer,". In section 5 the definition of " Companies Act " shall be omitted. In section II for paragraph (d) there shall be substituted the following paragraph- (d) to lend money to any primary producer's association or any company within the meaning of the Companies (Queensland) Code;". In section 37--- (a) in subsection (I) for the words "A company registered or incorporated under the ('ompanies Acts " there shall be substituted the words "A company within the meaning of the Compunies ( Queensland) Code

Year and Number of Act Short Title S c H E oU LE-contt intcecl Extent of Amendment No. 46 of 1967 as subsequently amended Co-operative and Other Societies Act 1967--1978 (b) in subsection ( 4) for the words " for registration to the office of the Registrar of Companies " there shall be substituted the words " to the office of the Commissioner for Corporate Affairs for registration under the Companies (Queensland ) Code "; and (c) in subsection ( 5) for the first paragraph there shall be substituted the following paragraph:- " Upon the conversion of a company into a society the company shall cease to be a company within the meaning of the Companies (Queensland ) Code ". In section 38-- (a) in subsection (I) for the words " under the Companies Acts," there shall be substituted the words " within the meaning of the Companies ( Queensland ) Code "; (b) for subsection ( 2) there shall be substituted the following Subsection---- - (2) 11' a special resolution for converting a society into a company contains the particulars required by the Companies (Queensland) Code to be contained in the memorandum of association of a company and it copy thereof has been registered at the office of the Commissioner for Corporate Affairs under the provisions of that Code it shall have the same effect as a memorandum of association duty signed and attested under that Code."; (c) in subsection ( 3) for the words " by the Registrar of Companies there shall be substituted the words " under the Companies ( Querns/and) Code " ; and (d) in subsection 4--_ (i) for the words " is registered under the Companies Acts as a company shall , subject to such lastmentioned Act," there shall be substituted the words " becomes a company within the meaning of the Companies ( Queenshu(l ) Code shall, subject to that Code,"; and (ii) for the words " Companies Acts " (second occurring) there shall be substituted the words " C ' ontpanies (Queensland ) Code ".

SCHEDU LE --- C0111ijilli'll Year and Number of Act Short Title Extent of Amendment No. 46 of 1967 as subsequently amended Co-operative and Other Societies Act 1967-1978 In the note appearing in and at the commencement of section 59 for the words " Companies Acts " there shall be substituted the words Companies (Queensland) Coale In section 59--- (a) for the words " Companies Acts " (wherever occurring) there shall be substituted the words " Companies (Queensland) Code "; and (b) in subsection (3) for the word " Registrar" (first occurring) there shall be substituted the word " Commission ". In section 60 (I) (b) (iii) for the words " registered under the Companies Acts " there shall be substituted the words " within the meaning of the Companies (Queensland) Code' In section 77 (I) (c) for the words "section one hundred and twenty-four or section three hundred and three of the Companies Acts " there shall be substituted the expression " section one hundred and twenty-four of the Companies Act 1961-1981 or under section two hundred and twenty-nine of the Companies (Queensland) Code " In section 90 (a) the present section shall be numbered as subsection (I); (b) for the expression " Part IX of the Companies Act " there shall be substituted the expression " Part XI of the Companies (Queensland) Code "; (c) for the word " Registrar " (first occurring) there shall be substituted the word " Commission "; and (d) there shall be inserted after subsection (1) as so numbered tiie following subsection- " (2) The provisions of the Companies (Queensland) Code with respect to official management do not apply to any society in respect of which an official manager has been appointed before the confile] cement of Part VI of the Caumpanies (Consequential Aumendmaents) Act 1981 and the official management shall continue in the same manner and with the same incidents as if that Act had not been enacted and, for the purposes of the official management, the provisions of this Act as in force immediately prior to the Commencement of that Part shall apply.".

Sc, iEtut.e--continued Year and Number of Act Short Title Extent of Amendment No. 46 of 1967 as subsequently amended 7 Fliz. 11 No. 14 as subsequently amended Co-operative and Other Societies Act 1967-1978 Co-operative Iluu.+iw, Societies Art 1958-1974 In section 92--- (a) for the words " Companies Acts " (wherever occurring) there shall be substituted the words " Companies (Queensland) Code (b) for the words those Acts " (wherever occurring) there shall be substituted the words that Code "; (c) for the words Registrar o1' Companies " or the " Registrar there shall be substituted the word " Commission "; and (d) there shall be inserted alter subsection (2) the following subsection:--- "(3) The provisions of the Companies (Queensland) Code with respect to winding up do not apply to any society the winding up of which was commenced (whether pursuant to this section or section 93) before the commencement of Part V1 of the Companies (Consequential Amendments) Act 1981 and any such society shall be wound up in the same manner and with the same incidents as if that Act had not been enacted and, for the purposes of the winding up, the provisions of this Act as in force immediately prior to the commencement of that Part shall apply.". In section 93 (4) (a) for the words - Companies Acts there shall be substituted the words " Companies (Queensland) code and (h) for the words " (hose Acts there shall be substituted the words " that ('ode ". In section 94 (I) for the words Companies Acts " there shall be substituted the words " ('ompunie.c (Quee,tdand) Code In section 9b for the expression "Subdivision (5) of division 4 of Part X of the Companies Act " there shall be substituted the expression " Subdivision 1: of Division 4 of Part XII of the C'ompinties ( Queensland) Code „ In section 5 (2) (or the expression "" 11w C'oniponies Acts, 1931 !o 1955," " there shall be substituted the words " the Companies ( Queensland ) ('ode,".

Sett t:UU ra t i--CUat iIl aed Year and Number of Act Short Title Extent of Amendment 7 Eliz. It No. 14 as subsequently amended Co-operativeHousing Societies Act1958-1974 In section 44- (a) for subsection (2) there shall be substituted the following subsection:-- " (2) In the case of a winding up either voluntarily or by or subject to the supervision of the Court, the society may be wound up in the same manner and in the same circumstances in which a company formed or registered under the Conrpuries (Queensland) Code may be wound up and the provisions of that Code relating to such a winding up shall apply to and in respect of the winding up of the society with and subject to all necessary adaptations and in particular so that- (a) Any reference in that Code to it special resolution or extraordinary resolution shall be deemed to be a reference to it special resolution as defined in this Act; and (b) Any reference in that Code to the " Cotiimission shall be deemed to be it reference to the registrar appointed under this Act."; (b) in subsection (3) for the expression " " she Companies Acts, 1931 to 1955," " there shall be substituted the words " the Companies (Queensland) Code,"; (c) for subsections (7) and (8) there shall be substituted the following Subsections--- "(7) Where the registrar has so certified and has appointed a liquidator the provisions of Part XII of the Companies (Queenslucut) Code relating to it members' voluntary winding up of a company formed or registered under that Code shall apply to and with respect to the winding up of the society with and subject to all necessary adaptations including the adaptations referred to in subsection (2): Provided that-- (a) Any vacancy occurring in the office of liquidator shall be tilled by appointment by the registrar; and (b) The winding up shall be deemed to commence at the date of the certificate of the registrar. (8) The provisions of Subdivision F of Division 4 of Part XII of the Companies (Queensland) ('ode shall apply to and with respect to societies registered under this Act With and subject to all necessary 00

ScutuuL --rocdiuued Year and Number of Act Short Title Extent of Amendment 7 Eliz. It No. 14 as subsequently amended Co-operative 1958-1974 Housing Societies Act adaptations and in particular so that any reference in those provisions to the Commission shall be deemed to be a reference to the registrar appointed under this Act ."; and ' (d) there shall be inserted after subsection (10) the following subsection:- "(II) The provisions of the Companies (Queensland ) Code with respect to winding up do not apply to any society the .winding up of which was commenced before the commencement of Part VI of the Companies ( Consequential Atuendments ) Act 1981 and any such society shall be wound up in the same manner and with the same incidents as if that Act had not been enacted and , for the purposes of the winding up, the provisions of this Act as in force immediately prior to the commencement of that Part shall apply." 4 Geo. 5 No. 13 as subsequently amended Frienllr Societies Act 1913 -1978 .. In section 2 the definition of Companies Act " shall be omitted. In section 37 (I) for the words " Companies Act " there shall be substituted the words " Companies (Queensland ) Code ". In section 37 for subsection (2) there shall be substituted the following subsection:--- "(2) If it special resolution for converting it society into it company contains the particulars required by the Companies (Queens/ and) Code to be contained in the memorandum of association of a company, and it copy thereof has been registered at the office of the Commissioner for Corporate Affairs under the provisions of that Code , it shall have the same effect as it memorandum duly signed and attested under that Code.". In section 50 (2 ) for the words " which is registered as a company under the Companies Act," there shall be substituted the words " which is it company within the meaning of the Companies ( Queensland) Code. In section 5011 (4) for the expression The Companies Act of 1961 there shall be substituted the words the Companies ( Queensland) Code ".

SCHEI)uL E-continued Year and Number of Act Short Title Extent of Amendment 4 Geo. 5 No. 13 as Friendly Societies Act 1913-I978 subsequently amended No. 50 of 1971 as Invasion oJ 'Priraer Act 1971-1976 .. subsequently amended No. 37 of 1971 as PoTroll Tax Act 1971-1980 .. subsequently amended In section 50c (8)- (a) for the expression " the Companies Acts, 1931-1942 " ( wherever occurring) there shall be substituted the words " the Companies (Queensland ) Code ": and (b) for the words those Acts " ( wherever occurring ) there shall he substituted the words " that Code ". In section 4 in the definition of " related corporation " for the expression subsection (5) of section 6 of the Companies Act 1961-1971 " there shall be substituted the expression " section 7 (5) of the Companies ( Queensland) Code " In section 10 (9) for paragraph (b) there shall be substituted the following paragraph: _ (h) in it case of it corporation , unless it is (i) a company or a registered foreign company within the meaning of the Companies (Queensland ) Code; or Oil it recognised company or it recognised foreign company within the meaning of the Companies (Queensland) Code having a place of business or carrying on business within the State.". In section 3 ( I) for the definition of " corporation - there shall he substituted the following definition:---- corporation " means any body corporate, whether formed or incorporated within or outside the State, and includes-- la) any company: (b) any foreign company, and (C) any recognised company. within the meaning of the C ompanies ( Queensland) Code but does not include (d) a hody Corporate that is incorporated within the Conunomceallh and is a public authority or an instrumentality or agency of the ('Town; or (c) it corporation sole:' In section 3 ( I) in the definition Of- voting share " for the expression " Compuaies Acv 1961 197 4 " there shall be substituted the words " Connpunics ( Queeui .vMud) Core " v, 0

S(9iLUU t . t--continued Year and Number of Act Short Title Extent of Amendment No. 37 ' of 1971 as Purroll Tits A c! 1971 I98(1 '. . subsequently amended In section I611 for the expression " 6 (5) of the Cotmpanie.s Ac! 1961 -1974, to be deemed for the purposes of that Act " there shall be substituted the expression " 7 (5) of the Companie s (Queensland) ('ode, to he deemed for the purposes of that ('ode ". In section Iho (4) for the expression " 6 (5) of the Companies Ac! 1961-1974, to be deemed for the purposes of that Act " there shall be substituted the expression " 7 (5) of the Companies ( Queen s land) Code to be deemed for the purposes of that Code ". In section I611 ( 2) for the expression " 6 (5) of the Companies Ac! 1961 1974 is to be deemed, for the purposes of that Act " there shall he substituted the expression " 7 (5) of the Companies (Queensland ) Code is to be deemed, for the purposes of that Code ". for subsection (6) of section 25 there shall be substituted the following subsection:--- " (6) Notwithstanding anything contained in this section provision, which in the opinion of the Commissioner is proper, may be made for the costs and expenses referred to in paragraph (a) of section 441 of the Companies (Queettslamd) Col e and debts of a class referred to in any other paragraph of that section ( paragraph (h) excepted ) may be paid out ol'the assets of the company in priority to any tax payable in respect of the company and that tax shall rank equally with debts of the class specified in paragraph ( h) of the said section.". In section 25 (7) (b) for the expression " Companies Ac! 1961-1971 there shall be substituted the expression " Companies ( Queenslmul) Code " In section 47 (3) for the expression " section 362 of the Companies Act 1961 1971 " there shall be substituted the expression " sections 528, 529 and 530 of the Companies (Queensland) Code ". 14 Geo . 5 No. 45 as subsequently amended Primtuc ' 1' Producer 's Co-operative Associc,Nons Act 1923-1981 In section 22 (3) (b) for provision ( i) there shall be substituted the following provision: - (i) a company within the meaning of the Computries (Queeaslaw/) Code; ".

Year and Number of Act Short Title SCNEUULr-CO111 inlleel Extent of Amendment 14 Geo. 5 No. 45 as subsequently amended Prinlal _v Producer-'s Co-operative Associations Act 1923-1981 In section 25A- (a) in subsection (I) for the words " Companies Acts " there shall be substituted the words " Companies (Queensland) Code "; (b) in subsection ( 2) for the words " Companies Acts " (wherever occurring ) there shall be substituted the words " Companies ( Queensland) Code ": (c) id subsection ( 3) for the words " Companies Acts " there shall be substituted the words " Companies ( Queensland ) Code "; •(d) in subsection (4)- (i) in the first paragraph for the words " Companies Acts " (wherever occurring ) there shall be substituted the words " Companies (Queensland ) Code ": (ii) in the first paragraph for the words " Registrar of Companies (wherever occurring) there shall be substituted the words " Commissioner for Corporate Affairs ": (iii) in the first paragraph for the words " those Acts in provision (b) (iv) there shall be substituted the words " that Code and Iiv) for the second paragraph there shall be substituted the following paragraph: An association shall not make the application referred to in this subsection unless it has first obtained the consent of the Governor in Council so to cto and where an association does make an application without first having obtained that consent the application shall he void and of no ellcrt. The (iusernor in Council may refuse consent or grant it tin sshirh raw the grant shall he by Order in Council)..'

Year and Number of Act Short Title Sc'1 u:uU t.t:'--coat iuaed Extent of Amendment 14 Geo. 5 No. 45 as Pri,n rt' Prodar•er's Co-operative (e) for Subsection (5) there shall be substituted the following subsequently amended Associations Art 1923- 1981 subsection:--- " (5) Upon the registration of the memorandum of association and the articles of association (if any) under the Companies (Queensland) Code and the issuing of a certificate of incorporation pursuant to the provisions of that Code the association shall on and from the date specified in the certificate of incorporation be it company registered under that Code and such registration. certificate, memorandum of association and articles of association (if any) shall have the same operation and effect, and the provisions of the Companies (Queensland) C'orle shall apply to the company and the members and creditors thereof as if the company had been incorporated and registered in the manner prescribed by that Code. A certificate of incorporation given pursuant to the provisions of the Companies (Querns/and) Code shall be conclusive evidence that all the requirements of this section have been complied with."; (f) in subsection (0) (i) for the words '' Registrar of Companies " there shall be substituted the words " Commissioner for Corporate Affairs "; and (ii) for the words '' Companies Acts there shall be substituted the words '' (' ourprurie .c IOneea+hurr!) Cade' (g) in subsection (9) (i) I'm. the words "Companies Acts'' (vherever occurring) there It be substituted the words '' Conrpaniet (Queensland) ('ode Ui w

Year and Number of Act Short Till Sutn.UULI. continued Extent of Amendment 14 Geo. S No. 45 as 1 1'ria+w.r Producer's Cu-operative (ii) the words " with the Registrar of Companies " shall be omitted; subsequently amended Acsuciatium Act 1923 1981 and (iii) for the words "those Acts'' there shall be substituted the word " That Code "; and (h) subsection (10) shall be omitted. In section 25c (a) in subsection (I) for the definition of '' company " there shall be substituted the following definition:- company '' means a company within the meaning of the Companies (Queensland) Code; "; (b) in subsection (4) for the words " Registrar of Companies there shall be substituted the words " Commissioner for Corporate Affairs "; and (c) in subsection ( 8) for paragraph (b) there shall be substituted the following paragraph (b) the registrar shall give notice of the registration and a certified copy of the certificate of regisUltion to the Registrar of Cu -operative and Other Societies or, as the case may be, the Conmtissioncr for Corporate Affairs and thereupon the mane of the society or , as the case may be, company in question shall be removed tium the register kept pursuant to the Co - operative and O1/a'r . Sucictie . i .Ica 1967 - 1976 or the ( uwpanie . u (Quetgo/o' cl ) Curie.".

Year and Number of Act Short Title St t e uu t-e--rout inued Extent of Amendment 14 Geo. 5 No. 45 as I Primary Producer's Co-operative I For clause 49 of Part II of the Schedule there shall be substituted subsequently amended Associations Art 1923-1981 the following Clause:--- -49. Provisions as to dissolution . (I) An association may be dissolved- (a) By an order to wind up the association, or a resolution for the winding up thereof, made as is directed in regard to the laws in force relating to companies, the provisions whereof shall apply to any such order or resolution, except that the term " Commission " shall for the purposes of such winding up be read as it reference to the registrar; or (h) By the consent of three-fourths of the members testified by their signatures to an instrument of dissolution. (2) The provisions of the Companies (Queensland) Code with respect to winding up do not apply to any association the winding up of which was commenced before the commencement of Part VI of the Companies (Consequential Annendnunts) Act 1981 and any such association shall be wound up in the same manner and with the same incidents as if that Act and the Companies (Application of Laws) Art 1981 had not been enacted and for the purposes of the winding up, the provisions of this Act as in force immediately prior to the commencement of that Part shall apply.". In clause 52 of Part 11 of the Schedule for the words " except that the term "registrar " shall for the purpose of such action have the meaning given to it by this Act," there shall be substituted the words except that the term " Commission " shall for the purposes of such action be read as a reference to the registrar

Year and Number of Act Short Title Stitt nUt t --t'uulinuetl Extent of Amendment 17 a G m e e o n . d 5 ed as subsequently PriMnuanrkpetPinrogtuAcrter 1 s 9 ' 2 O 6 i - g 1 t 9 a 8 t 1 isation and 1961In-19s7ec9tio" nthe1r3e( isiiAh) a(lal ) befosrubsthteituteexdprtehsesiownord " C s om"pCanoimespanAiecst (Qtteenslund) Code ". In section 29A for the expression " the Companies Art 1961-1972 relating to the winding up of companies under such Act " there shall be substituted the words " the Companies (Queensland) Code relating to the winding up of companies under such Code ". In section 29AA (2) for the expression " Companies Act 1961-1972 there shall be substituted the words " C'outpwties (Queensland) Code ". In section 29AU for the expression " section 310 of the Cumpcuties Art 1961-1972 " there shall be substituted the expression " section 461 of the Companies (Queensland) Code ". There shall be inserted after section 29Au the following section:- 29AC. Winding up in progress at the commencement of Part VI of the Companies ( Consequential Amendments ) Act 1981 . The provisions of the Companies (Quee•uslund) Code with respect to winding tip do not apply to any Board the winding up of which was commenced before the commencement of fart VI of the Companies (Consequential Anttan/vents) Art 1981 and any such Board shall be wound LIP in the same manner and with the same incidents as if that Act had not been enacted and for the purposes of the winding up, the provisions of this Act as in force immediately prior to the commencement of that Part shall apply:". In section 30A-- (a) for the definition of " corporation " there shall be substituted the following definition: - corporation " means any body corporate whether formed or incorporated within or outside the State and includes-- (a) any company;

Year and Number of Act Short Title SCHEDULE-Continued Extent of Amendment 17 Geo. 5 as subsequently Primary Producers' Organisation and amended Marketing Act 1926-1981 (b) any foreign company; and (c) any recognized company, within the meaning of the Companies (Queensland) Code but does not include-- (d) a body corporate that is incorporated within the Commonwealth and is a public authority or an instrumentality or agency of the Crown; or (e) a corporation sole; "; and (b) in the definition of " grower " for the expression " section 6 of the Companies Act 1961-1978 " (where twice occurring) there shall be substituted the expression " section 7 of the Companies (Queensland) Code ". No. 76 of 1974 as Property Law Act 1974-1981 subsequently amended In section 226 (7) after provision (a) there shall be inserted the following provision-- " (aa) the Companies ( Queensland ) Code;" In section 226 (8) after the words " constituted under " there shall be inserted the words " the Companies ( Queensland ) Code or under ". In paragraph (b) of section 227 (5) after the words " company incorporated under " there shall be inserted the words " the Companies (Queensland) Code or under " No. 87 of 1973 .. Pyramid Selling Schemes (f: linnination) In section 22 (3) for the expression " ('ompmues Act 1961-1972 Act 1973 (here shall be substituted the vutrds " Companies (Queensland) Code ". cn

Year and Number of Act Short Title 58 Vic. No. 8 as Stamp Act1894-1981 subsequently amended SCHEDULE -continued Extent of Amendment In section 31 a (I) for the definition of " Prescribed stock exchange " there shall be substituted the following definition:- " Prescribed stock exchange " means- (a) The Brisbane Stock Exchange Limited; and (b) any other stock exchange in Queensland prescribed by Order in Council;". In section 35 (1)- (a) for the definition of " Authorized dealer in the short-term money market " there shall be substituted the following definition:- " The expression "AuthoriLed dealer in the short-term money market " means it corporation that, under section 97 (7) (b) of the Companies (Queensland) Code, is declared or deemed to be declared to be an authorized dealer in the short-term money market."; and (b) in the definition of " discount transaction " for the expression subsection (5) of section six of The Companies Acts, 1961 to 1964," there shall be substituted the expression " subsection (5) of section seven of the Companies (Queensland) Code In section 46A (5) for paragraph (a) there shall be substituted the following paragraphs:- (a) it company within the meaning of the Companies ( Queensland) Code; (aa) it corporation that is registered or is deemed to be registered under it provision of the Companies (Queensland) Code;". 0

Year and Number of Act Short Title SCH EUU LE -Gout imeed Extent of Amendment 58 Vic. No. 8 as Stamp Act 1894-1981 subsequently amended In section 46u (5 ) for paragraph ( a) there shall be substituted the following paragraphs:._ (a) a company within the meaning of the Companies ( Queensland) Code: (aa) a corporation that is registered or is deemed to be registered under it provision of the Companies (Queensland ) Code;' No. 37 of 1974 as Subcontractors' subsequently amended 1974-1979 Charges Act In provision ( a) of section 7A after the words " approved under " there shall be inserted the expression " section 315 of the Companies (Queensland ) Code or under " No. 56 of 1968 as Trustee Companies Act1968-1980 .. In section 21 (8) (b) for the expression " The Companies Acts 1961 subsequently amended to 1964 " there shall he substituted the words " the Companies (Queensland) Code In section 63 ( 2) for the expression " section 6 of The Companies Acts 1961 to 1964 " there shall be substituted the expression " section 7 of the Companies ( Queensland) Code " In the Second Part of the Second Schedule in paragraph ( c) under the heading " The Trustee lxecutors and Agency Company Limited " for the expression " Division I of Part X of the Companies Act 1961-1979 " there shall be substituted the expression " Division I of Part XII of the C ompanies ( Queensland ) Code ".