Corporations (Change of Incorporation) Amendment Regulations 2002 (No. 1) (Cth)

Case
No judgment structure available for this case.

Corporations (Change of Incorporation) Amendment Regulations 2002 (No. 1)1

Statutory Rules 2002 No. 1742

I, PETER JOHN HOLLINGWORTH, Governor-General of the Commonwealth of Australia, acting with the advice of the Federal Executive Council, make the following Regulations under the Corporations Act 2001.

Dated 4 July 2002

PETER HOLLINGWORTH

Governor-General

By His Excellency’s Command

IAN CAMPBELL

Parliamentary Secretary to the Treasurer

1Name of Regulations

These Regulations are the Corporations (Change of Incorporation) Amendment Regulations 2002 (No. 1).

2Commencement

These Regulations commence on gazettal.

3Amendment of Corporations (Change of Incorporation) Regulations 2002

Schedule 1 amends the Corporations (Change of Incorporation) Regulations 2002.

Schedule 1Amendments

(regulation 3)

  

[1]After regulation 4

insert

5Modification of the Act for AGL

For subsection 5I (1) of the Act:

  1. (a)

    the operation of the Act is modified in accordance with Schedule 2; and

  2. (b)

    the AGL Corporate Conversion Act 2002 of New South Wales is specified.

[2]Schedule 1, heading

substitute

Schedule 1Modifications for Westpac Banking Corporation

(regulation 4)

[3]After Schedule 1

insert

Schedule 2Modifications for AGL

(regulation 5)

1Section 9, after definition of agency

insert

AGL means the body corporate constituted with the name ‘The Australian Gas Light Company’ under the AGL Corporate Conversion Act.

AGL Corporate Conversion Act means the AGL Corporate Conversion Act 2002 of New South Wales.

2Section 9, after definition of controller

insert

conversion day has the same meaning as in subsection 4 (1) of the AGL Corporate Conversion Act.

3Section 9, after definition of premises

insert

preserved resolution has the same meaning as in subsection 5 (1) of the AGL Corporate Conversion Act.

4Section 9, after definition of registrable body

insert

registration day has the same meaning as in subsection 4 (1) of the AGL Corporate Conversion Act.

5Subsection 148 (1)

omit

(2) or

6Subsection 148 (2)

omit

7Subsection 149 (1), table, after item 8

insert

9

Australian Registered Body Number

ARBN

10

Registered

Regd

8After subsection 153 (2), including the notes

insert

  1. (2A)

    However, AGL may use the expression ‘Australian Registered Body Number’ followed by its ARBN instead of the expression ‘Australian Company Number’ followed by its ACN until 2 years after the registration day.

  2. (2B)

    For subsection (2A), AGL’s ARBN is taken to be the ARBN of the registered body that became AGL on the conversion day.

9After subsection 200E (1)

insert

  1. (1A)

    For AGL, member approval (express or implied) may be given in a preserved resolution.

  2. (1B)

    Subsections (2) to (4) do not apply to member approval given in a preserved resolution.

10After subsection 202A (2)

insert

  1. (3)

    Until a determination is made under subsection (1) about the remuneration of the directors of AGL, they are to be paid the remuneration authorised expressly or impliedly by a preserved resolution.

11 Paragraphs 254K (a) and (b)

substitute

  1. (a)

    both:

    1. (i)

      if the shares are fully paid up; and

    2. (ii)

      out of profits or the proceeds of a new issue of shares made for the purpose of the redemption; or

  2. (b)

    in accordance with the AGL Corporate Conversion Act.

12After section 258F

insert

258GReductions by AGL

AGL may reduce its share capital as permitted by the AGL Corporate Conversion Act.

13Paragraph 260B (1) (b)

omit

shareholders.

insert

shareholders; or

14After paragraph 260B (1) (b)

insert

  1. (c)

    for AGL — a preserved resolution.

15After subsection 260B (1)

insert

  1. (1A)

    Subsections (4) to (7) do not apply to approval by a preserved resolution.

16Paragraph 260C (5) (d)

omit

terms.

insert

terms;

17After paragraph 260C (5) (d)

insert

  1. (e)

    for AGL, assistance given under an employee share scheme that has been approved by a preserved resolution.

18After subsection 296 (2)

insert

  1. (3)

    The accounting standards and any further requirements in the regulations do not apply to a matter to the extent that the matter is dealt with by section 22 of the AGL Corporate Conversion Act.

19Section 304

omit

The

insert

  1. (1)

    The

20Section 304

insert

  1. (2)

    The accounting standards and any further requirements in the regulations do not apply to a matter to the extent that the matter is dealt with by section 22 of the AGL Corporate Conversion Act.

21Subsections 327 (1) to (4)

substitute

  1. (1)

    The auditor holding office under subsection 40 (1) of the AGL Corporate Conversion Act is taken to be the auditor of AGL.

  2. (3)

    A company must, at each annual general meeting, if there is a vacancy in the office of the auditor of the company, appoint a person or persons, a firm or firms, or a person or persons and a firm or firms to fill the vacancy.

  3. (4)

    An auditor mentioned in subsection (1) or a person or firm appointed as auditor under subsection (3) holds office until:

    1. (a)

      death or removal or resignation from office in accordance with section 329; or

    2. (b)

      ceasing to be capable of acting as an auditor by reason of subsection 324 (1) or (2).

22Paragraphs 601BC (2) (e), (l) and (m)

omit

23Paragraph 601BC (8) (e)

omit

incorporation; and

insert

incorporation.

24Paragraph 601BC (8) (f)

omit

25After subsection 601BD (1), including the note

insert

  1. (1A)

    The numerical component of an ACN given to AGL must be the same as the numerical component of the ARBN of the registered body that was AGL, as defined in subsection 4 (1) of the AGL Corporate Conversion Act, immediately before the conversion day.

26Part 5B.1, after Division 1

insert

Division 1AApplication of Division 1 to AGL

601BLAApplication of Division 1 to AGL

  1. (1)

    An application for registration of AGL under Division 1 may be made before the conversion day.

  2. (2)

    Section 601BC applies to an application mentioned in subsection (1) as if references in that section to information, documents or evidence about the body to which the application relates were references to information, documents or evidence that, because of the AGL Corporate Conversion Act will, or will be likely to, apply to AGL after the conversion day.

  3. (3)

    If an application for registration of AGL is made before the conversion day, ASIC may register AGL on the conversion day.

27After section 793C

insert

793CACompliance with operating rules — AGL

A reference in a licensed market’s operating rules to the approval of the members of an entity (whether expressed in the form of a resolution or otherwise) is taken to include, for AGL, approval by a preserved resolution.

Notes

1. These Regulations amend Statutory Rules 2002 No. 168.

2. Notified in the Commonwealth of Australia Gazette

Actions
Download as PDF Download as Word Document
Cases Citing This Decision

0

Cases Cited

0

Statutory Material Cited

0