Corporations Amendment Regulations 2000 (No. 7) (Cth)
Corporations Amendment Regulations 2000 (No. 7)
Statutory Rules 2000 No. 206
I, WILLIAM PATRICK DEANE, Governor-General of the Commonwealth of Australia, acting with the advice of the Federal Executive Council, make the following Regulations under the
Corporations Act 1989. Dated 24 July 2000
WILLIAM DEANE
Governor-General
By His Excellency’s Command
JOE HOCKEY
Minister for Financial Services and Regulation
made under the
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These Regulations are the
Corporations Amendment Regulations 2000 (No. 7) .
These Regulations are taken to have commenced, or commence, as follows:
(a) on 1 July 2000 — regulations 1 to 3 and Schedule 1;
(b) on gazettal — Schedule 2.
Schedules 1 and 2 amend the
Corporations Regulations 1990 .
(regulation 3)
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(regulation 3)
[1] Regulation 12.1.01, after definition of Friendly Societies Code of this jurisdiction
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member share has the meaning given by regulation 12.8.03.
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12.2.02 Certain constitutional changes
(1) This regulation applies to a following modification of a provision of a company’s constitution:
(a) a modification of a statement of the company’s limited liability;
(b) a modification of a statement of the type of company to which the company’s registration relates;
(c) a modification of an abbreviation of the company’s name;
(d) the addition of ‘Limited’ or ‘Proprietary Limited’ to the company’s name;
(e) the replacement of a word or expression that relates to a previous governing Code with a word or expression that is consistent with, and promotes, the transition from the application of that Code to the company to the application of the Corporations Law to the company;
(f) if the company is limited by guarantee, or by shares and guarantee, a modification to insert a provision to the effect that, on a winding up of the company, each member of the company is a guarantor of its debts and liabilities for an amount that does not exceed $20;
(g) if the company is limited by shares, a modification to create a class of shares in the company into which shares in the company that are mentioned in paragraph 12.2.04 (1) (a), (b) or (c) may be converted.
(2) Subsection 136 (2) and Part 2F.2 of, and Part 5 of Schedule 4 to, the Corporations Law do not apply in relation to a modification mentioned in subregulation (1) if:
(a) the provision to be modified is not a benefit fund rule within the meaning of subsection 16B (1) of the
Life Insurance Act 1995 ; and(b) the modification would not materially alter the rights or obligations of members of the company.
(3) The modification may be made by resolution of the directors of the company without a general meeting of members of the company being held.
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12.2.04 Conversion of certain kinds of shares
(1) The directors of a company limited by shares may resolve, without a general meeting of members of the company being held, that shares in the company of the following kinds are converted to a single class of shares in the company:
(a) membership shares within the meaning of subclause 12 (3) of Schedule 4 to the Corporations Law;
(b) redeemable preference shares to which clause 15 of Schedule 4 to the Law applies;
(c) a share issued under regulation 12.8.11 or 12.8.12.
(2) A resolution mentioned in subregulation (1) does not have effect unless the following requirements are met:
(a) the rights and obligations of holders of converted shares in relation to the following matters are stated in the constitution of the company:
(i) repayment of capital;
(ii) participation in distribution of profits and surplus assets;
(iii) voting;
(iv) priority of payment of capital in respect of any other class of shares in the company;
(b) the conversion does not materially alter the rights and obligations of the holders of the converted shares;
(c) the value of the shares of the class into which the shares are converted (including both paid and unpaid amounts) is not more than $20;
(d) either:
(i) the amount paid up on the share immediately before conversion is equal to the amount paid up on the share on conversion; or
(ii) if a number of shares is to be converted into a different number of shares, the value (including both paid and unpaid amounts) of the shares to be converted is divided equally between converted shares.
(3) Subsection 140 (2), Part 2F.2 and subsection 254G (3) of, and Part 5 of Schedule 4 to, the Corporations Law do not apply in relation to conversion of shares in accordance with this regulation.
(4) Within 1 month of a resolution of the directors of the company mentioned in subregulation (1), the company must lodge with ASIC:
(a) a copy of the resolution; and
(b) a declaration by the directors that the requirements of subregulation (2) have been met in relation to the resolution.
(5) The resolution takes effect on lodgment.
(6) On application, within 12 months of the resolution taking effect, by ASIC or the holders of at least 10% of the converted shares, a court may order that:
(a) the requirements of subregulation (2) have not been met in relation to a resolution lodged under subregulation (4); and
(b) the purported conversion is set aside.
(7) The order has effect from the time of the purported conversion.
(8) Within 14 days of an order of the court, the company must lodge a copy of the order with ASIC.
Note Regulations 12.2.12 and 12.8.06A apply to converted shares.
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12.2.06 Age of directors Section 201C of the Corporations Law does not apply in relation to the company.
12.2.07 Disclosure of directors’ remuneration Section 202B of the Corporations Law does not apply in relation to the company.
12.2.07A When AGMs to be held Subsection 250N (2) of the Corporations Law is modified in relation to the company by omitting ‘and within 5 months after the end of its financial year’.
after a previous governing Code
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Friendly Societies Act 1894 of Western Australia
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12.2.11 Member deposits
(1) This regulation applies to a transferring financial institution of this jurisdiction that is:
(a) mentioned in paragraph (a) of the definition of
transferring financial institution of this jurisdiction in clause 1 of Schedule 4 to the Corporations Law; and(b) taken to be registered under clause 3 of Schedule 4 to that Law as a company limited by shares or a company limited by shares and guarantee.
(2) For clause 39 of Schedule 4 to the Corporations Law, this regulation modifies paragraphs 12 (1) (b) and (c), and 14 (1) (d), of Schedule 4 to the Law in relation to the company.
(3) If a withdrawable share in the company is deemed under a law of a State to have become, immediately before the transfer date, a deposit with the company, a provision of the Corporations Law mentioned in subregulation (2) does not take effect until immediately after the deemed deposit.
12.2.12 Converted shares
(1) For clause 39 of Schedule 4 to the Corporations Law, this regulation modifies the application of section 254K of the Law in relation to a share in a company that is converted in accordance with regulation 12.2.04 to a share of another kind.
(2) If the share is partly-paid, the company may redeem the share on the same terms on which the share was redeemable before its conversion.
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Part 12.4 Notice of meetings of certain bodies corporate
12.4.01 Application of Part
(1) This Part applies to a body corporate that is:
(a) a transferring financial institution of this jurisdiction; or
(b) a company that is permitted to use the expression
building society ,credit society orcredit union under section 66 of theBanking Act 1959 .(2) This Part applies in relation to the following members of the body corporate who are entitled to vote at a meeting of members of the body:
(a) members who hold only member shares;
(b) if the body is a company limited by guarantee — the members of the company;
(c) if the body is a company limited by shares and guarantee — the members of the company who do not hold shares in the company.
(3) This Part does not apply in relation to a meeting:
(a) that is held for the purposes of Chapter 5 or 6 of the Corporations Law; or
(b) to which Part 5 of Schedule 4 to that Law applies.
12.4.02 Modification of certain provisions of Corporations Law For clause 38 of Schedule 4 to the Corporations Law, this Part modifies the application of subsection 249H (1), section 249J, subsection 249P (6) and paragraph 249Z (b) of the Law in relation to the members of the body corporate.
12.4.03 Members etc may elect to be notified of meetings
(1) The body corporate may give notice to a member, or to an applicant for membership, of the body corporate that he or she may elect to receive notice under subsection 249J (1) of the Corporations Law of meetings of members of the body corporate.
(2) The notice must include a statement to the effect that:
(a) attendance at the AGM, and other meetings of members, of the body corporate enables the members:
(i) to participate in the governance of the body corporate; and
(ii) to ask questions about, and comment on, the management of the body corporate, its financial standing and performance; and
(iii) to ask the auditor of the body corporate questions about the conduct of the audit of the body corporate and the preparation and content of the auditor’s report; and
(iv) to vote on any proposal to amend the constitution of the body corporate or on any other matter in relation to the management of the body corporate; and
(b) notice of meetings informs members about matters in relation to which they may wish to attend a meeting; and
(c) a member of the body corporate who is entitled to attend, and cast a vote at, a meeting may appoint a proxy to attend and vote for the member at the meeting; and
(d) if the member does not elect to receive notice, the body corporate is not required to give notice of its meetings to the member; and
(e) despite a member of the body corporate electing not to receive notice of its meetings, or not making an election, the member may at any time request the body corporate to give the member personal notice of the meetings.
(3) The member or applicant is taken not to have made an election if the body corporate has not received the election within 21 days of the notice being given in accordance with subregulation (1).
(4) If the member elects not to receive notice of meetings, or does not make an election, subsection 249H (1), section 249J, subsection 249P (6) and paragraph 249Z (b) of the Corporations Law do not apply to the body corporate in relation to the member.
(5) If the applicant elects not to receive notice of meetings, or does not make an election, subsection 249H (1), section 249J, subsection 249P (6) and paragraph 249Z (b) of the Corporations Law do not apply to the body corporate in relation to the applicant if he or she becomes a member of the body corporate to whom this Part applies.
12.4.04 Notice of meetings to be published in press
(1) If the body corporate gives notice under subregulation 12.4.03 (1), notice of a meeting of the body corporate must be given in accordance with this regulation.
(2) The notice must be published, at least 21 days before the day on which the meeting is to be held, in at least 1 edition of a daily newspaper circulating generally in each jurisdiction in which the body corporate conducts its business.
(3) The notice must:
(a) set out the date and time when, and the place where, the meeting is to be held; and
(b) state the general nature of the business proposed for the meeting; and
(c) include a statement to the effect that a member of the body corporate who is entitled to vote at the meeting may request the body corporate to give the member personal notice of the meeting; and
(d) set out information about how a member may request the body corporate to give the member personal notice of the meeting.
12.4.05 Copies of notices to be displayed If the body corporate gives notice under subregulation 12.4.03 (1), notice of a meeting of the body corporate must be displayed conspicuously, for at least 21 days before the day on which the meeting is to be held, at:
(a) the registered office of the body corporate; and
(b) each other place where the body corporate conducts business that is open to the public.
12.4.06 Members may request notice of meetings at any time
(1) The member may request the body corporate to give notice of a meeting to the member under subsection 249J (1) of the Corporations Law.
(2) The request may be a standing request or only apply to a particular meeting.
(3) If the member makes a request under subregulation (1), subsection 249H (1), section 249J, subsection 249P (6) and paragraph 249Z (b) of the Corporations Law apply to the body corporate in relation to:
(a) the member; and
(b) a meeting to which the request relates.
(4) However, if the member requests the body corporate to give notice of a meeting within 21 days of the day on which the meeting is to be held, the body corporate must give notice of the meeting to the member as soon as practicable.
12.4.07 Records to be kept about notices A body corporate must, not later than 28 days after a notice is given under subregulation 12.4.03 (1) to a member of the body corporate, record in writing:
(a) the date on which the notice was given to the member; and
(b) whether the member elected to receive notice of meetings of members of the body corporate.
Example of recording An entry made in a register kept under Part 2C of the Corporations Law.
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Part 12.6 Financial reporting by certain bodies corporate
12.6.01 Application of Part
(1) This Part applies to a body corporate that is:
(a) a transferring financial institution of this jurisdiction; or
(b) a company that is permitted to use the expression
building society ,credit society orcredit union under section 66 of theBanking Act 1959 .(2) This Part applies in relation to the following members of the body corporate:
(a) members who hold only member shares;
(b) if the body is a company limited by guarantee — the members of the company;
(c) if the body is a company limited by shares and guarantee — the members of the company who do not hold shares in the company.
12.6.02 Modification of certain provisions of Corporations Law For clause 38 of Schedule 4 to the Corporations Law, this Part modifies the application of section 314 of the Law in relation to the members of the body corporate.
12.6.03 Members etc may elect to receive reports
(1) The body corporate may give notice to a member, or to an applicant for membership, of the body corporate that he or she may elect to receive:
(a) the reports mentioned in paragraph 314 (1) (a) of the Corporations Law; or
(b) if the body corporate prepares concise reports mentioned in paragraph 314 (1) (b) of the Law, those reports.
(2) The notice must include a statement to the effect that:
(a) a report mentioned in subregulation (1) sets out information about:
(i) the financial position and performance of the body corporate; and
(ii) the efficiency with which the body corporate is being managed; and
(iii) the financial risks to which the body corporate is exposed; and
(b) if the member does not elect to receive a report, the body corporate is not required to send copies of the reports or concise reports mentioned in subregulation (1) to the member; and
(c) despite a member of the body corporate electing not to receive those reports or concise reports, or not making an election, the member may at any time elect to receive the relevant reports.
(3) The member or applicant is taken not to have elected to receive a report if the body corporate has not received the election within 21 days of notice being given in accordance with subregulation (1).
(4) If the member elects not to receive the reports or concise reports mentioned in subregulation (1), or does not make an election, section 314 of the Corporations Law does not apply to the body corporate in relation to the member.
(5) If the applicant elects not to receive the reports or concise reports mentioned in subregulation (1), or does not make an election, section 314 of the Corporations Law does not apply to the body corporate in relation to the applicant if he or she becomes a member of the body corporate to whom this Part applies.
12.6.04 Copies of reports to be available to members
(1) If the body corporate gives notice under subregulation 12.6.03 (1), it must make copies of the relevant reports mentioned in that subregulation available for collection by its members at:
(a) the registered office of the body corporate; and
(b) every other place where the body corporate conducts business that is open to the public.
(2) Copies of the reports must be made available by the body corporate from the deadline mentioned in subsection 315 (1) of the Corporations Law for reporting to members until 1 month after the day on which its next AGM after the end of the financial year is held.
12.6.05 Records to be kept about notices A body corporate must, not later than 28 days after a notice is given under subregulation 12.6.03 (1) to a member of the body corporate, record in writing:
(a) the date on which the notice was given to the member; and
(b) whether the member elected to receive the reports or concise report mentioned in that subregulation.
Example of recording An entry made in a register kept under Part 2C of the Corporations Law.
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Part 12.8 Shares in certain bodies corporate
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12.8.06A Member shares — liability to pay calls
(1) For clause 38 of Schedule 4 to the Corporations Law, the operation of subsection 254M (1) of the Law is modified in accordance with this regulation.
(2) If a member share in the body corporate is partly-paid, the shareholder is not liable to pay a call on the share, or on a winding up of the body corporate, without the consent of the shareholder, to the extent that the unpaid amount is increased as a result of the conversion of the share in accordance with regulation 12.2.04.
1. These Regulations amend Statutory Rules 1990 No. 455, as amended by 1991 Nos. 218, 219, 281, 341, 453, 478 and 479; Act No. 200, 1991; Statutory Rules 1992 Nos. 230, 281, 364, 395 and 450; 1993 Nos. 135, 207 and 277; 1994 Nos. 35, 108, 153, 221, 251, 302 and 430; 1995 Nos. 222, 344, 345 and 398; 1996 Nos. 26, 51, 55, 90, 205, 218 and 343; 1997 Nos. 10, 81, 102 and 142; 1998 Nos. 9, 22, 109, 128, 161, 185, 186, 239 and 293; 1999 Nos. 38, 47, 143, 212, 237 and 293; 2000 Nos. 11, 30, 31, 50 (disallowed by the Senate on 28 June 2000), 78 and 175.
2. Made by the Governor-General on 24 July 2000, and notified in the
Commonwealth of Australia Gazette
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