Corporations Legislation Amendment Act 1991 (Cth)
Corporations Legislation Amendment Act 1991
PART 1—PRELIMINARY
Section | |
| Short title |
| Commencement |
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| Principal Act |
| Amendments |
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| Corporations Law |
| Miscellaneous substantive and technical amendments |
| Consolidated accounts of a company and the entities it controls |
| Insider trading |
| Commencement of application of certain changes |
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| Principal Act |
| Amendments |
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| Principal Act |
| Certain rights of the Crown not affected |
TABLE OF PROVISIONS—
Section | |
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| Repeal |
| Reports and financial statements |
| Ombudsman investigations |
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| Corporations Law |
| Amendments |
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| Principal Act |
| Insertion of new section: |
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| Confidentiality |
| Insertion of new section: |
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| Insertion of new Part: |
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SCHEDULE 1
AMENDMENTS OF THE CORPORATIONS ACT 1989
SCHEDULE 2
MISCELLANEOUS SUBSTANTIVE AMENDMENTS OF THE CORPORATIONS LAW
SCHEDULE 3
AMENDMENTS OF THE CORPORATIONS LAW: CONSOLIDATED ACCOUNTS OF A COMPANY AND THE ENTITIES IT CONTROLS
SCHEDULE 4
AMENDMENTS OF THE CORPORATIONS LAW: INSIDER TRADING
SCHEDULE 5
TECHNICAL AMENDMENTS OF THE CORPORATIONS LAW
TABLE OF PROVISIONS—
SCHEDULE 6
COMMENCEMENT AND APPLICATION OF CERTAIN CHANGES TO THE CORPORATIONS LAW
SCHEDULE 7
AMENDMENTS OF THE AUSTRALIAN SECURITIES COMMISSION ACT 1989
Corporations Legislation Amendment Act 1991
An Act to amend the Corporations Act 1989 and related
[
The Parliament of Australia enacts:
(b) the amendment of paragraph 50 (2) (a);(a) the insertion of new definitions in subsection 50 (1);
(c) the insertion of new sections 51a, 53a, 53b, 53c, 53d and 61a;
the repeal and substitution of section 52;
the amendments of sections 53, 54, 56 and 59.
Subject to subsection (5), sections 7 and 8 commence on a day or days to be fixed by Proclamation.
If section 7 or 8 does not commence under subsection (4) within the period of 6 months beginning on the day on which this Act receives the Royal Assent, that section commences on the first day after the end of that period.
Subject to subsections (7) and (8), the amendments of the
The following amendments of the
(a) the insertion of new paragraph 6a (ba);
•
the amendments of sections 43, 46, 49 and 102.
(a) the amendment of the heading to Division 3 of Part 7;
the repeal and substitution of section 128;
the amendment of section 129.
(9) Part 5 is taken to have commenced on 1 January 1991.
Subject to subsection (11), the provisions of Part 6 commence on a day or days to be fixed by Proclamation.
A Proclamation under subsection (10) must not fix a day for the commencement of section 14 that is earlier than the first day on which all the provisions of Divisions 2 and 3 of Part 6 are in operation.
The provisions of Part 16 of the
3. In this Part,“Principal Act” means theCorporations Act 1989 1 .
4. The Principal Act is amended as set out in Schedule 1.
7. The Corporations Law is amended as set out in Schedule 3.
8. The Corporations Law is amended as set out in Schedule 4.
9. The Corporations Law is amended as set out in Schedule 6.
11. The Principal Act is amended as set out in Schedule 7.
(a) prepare a report of the operations of the NCSC during the period of 6 months ending on 31 December 1990, together with financial statements in respect of that period in such form as the Minister approves; and
•
submit the financial statements to the Auditor-General.
(2) The Auditor-General must report to the Minister:
(a) whether, in his or her opinion, the statements are based on proper accounts and records; and
whether the statements are in agreement with the accounts and records; and
whether, in his or her opinion, the receipt, expenditure and investment of money, and the acquisition and disposal of assets, by the NCSC during that period have been in accordance with the NCSC Act and this Part; and
as to such other matters arising out of the statements as the Auditor-General considers should be reported to the Minister.
(a) submit its report and financial statements, together with the report of the Auditor-General, to the Minister; and
•
submit to each State Minister a copy of its report and financial statements, together with a copy of the report of the Auditor-General.
to be laid before each House of the Parliament within 15 sitting days of that House after their receipt by the Minister.
The Commission may, in discharging its obligations under this section, rely on accounts and records of the NCSC that are in the possession of the Commission or to which the Commission has access and on any other information provided to the Commission by any person who held an office in, or was employed by, the NCSC.
The Auditor-General may, in discharging his or her obligations under this section, rely on accounts and records of the NCSC that are in the possession of the Commission or to which the Commission has access and on any other information provided to the Commission by any person who held an office in, or was employed by, the NCSC.
As soon as practicable, and in any event within 3 months, after 30 June 1991, the Commission must prepare a report of the operations of the NCSC during the period of 6 months ending on that day, together with financial statements in respect of that period in such form as the Minister approves.
If the NCSC Act has not been repealed by 1 July 1991, the Commission must, within 3 months after the repeal of that Act, prepare a report of the operations of the NCSC during the period starting on 1 July 1991 and ending on the repeal of the NCSC Act, together with financial statements in respect of that period in such form as the Minister approves.
A report and financial statements prepared under subsection (7) or (8) must be dealt with in accordance with this section as if they had been prepared under paragraph (1) (a).
(10) In this section:
Ombudsman investigations
16. Where:
(a) before the commencement of this section, a complaint was made to the Ombudsman, or the Ombudsman commenced an investigation, under the
Ombudsman Act 1976 in relation to action taken by the National Companies and Securities Commission; and
(b) immediately before that commencement, the Ombudsman had not finally disposed of the matter in accordance with the
Ombudsman Act 1976 ;
the
“(6) Where:
(a) assets are vested in the Commission by section 254 of the ASC Law; and
•
the assets were previously vested in the NCSC because of the previous law of this jurisdiction corresponding to section 576 (and not under section 43 of the
then, despite anything in this Law, the previous law of this jurisdiction corresponding to this section continues to operate in relation to those assets.
“(7) Where:
(a) assets are vested in the Commission by section 254 of the ASC Law; and
•
the assets were previously vested in the NCSC because of the previous law of this jurisdiction corresponding to section 576 (and not under section 43 of the
then, despite section 601, this section applies to the assets in the same way as it applies to assets vested in the Commission under the Corporations Law of this jurisdiction.
“(8) Where, at or after the commencement of section 254 of the ASC Law, assets become vested in the Commission because of section 601 of the Corporations Law of this jurisdiction, then, despite section 601, this section applies to the assets in the same way as it applies to assets vested in the Commission under the Corporations Law of this jurisdiction.
“(9) Despite anything in this Law, the previous law of this jurisdiction corresponding to this section continues to operate in relation to money that had been paid to a Minister in relation to this jurisdiction, under that previous law, before the commencement of section 254 of the ASC Law.”.
In this Division,
After section 6d of the Principal Act the following section is inserted in Part 1:
“6e. (1) Where Part 16 of the ASC Law of another jurisdiction is expressed to transfer liabilities of the NCSC to the Commonwealth, those liabilities become liabilities of the Commonwealth by force of this subsection.
“(2) Where Part 16 of the ASC Law of another jurisdiction is expressed to make the Commonwealth a party to pending proceedings, the Commonwealth becomes a party to those proceedings by force of this subsection.
“(3) Where Part 16 of the ASC Law of another jurisdiction is expressed to create a right of action against the Commonwealth, that right against the Commonwealth is created by this subsection.”.
“(7) This section does not apply in relation to information in relation to which section 127a applies.”.
“127a. (1) Subject to this section, a person who was at any time: (a) appointed for the purposes of a law specified in an application order; or
(b) engaged as a member of the staff of the NCSC; or
•
•
(c) authorised to perform or exercise any function or power of the NCSC or any function or power on behalf of the NCSC;
must not, except to the extent necessary to perform his or her official duties, or to perform or exercise such a function or power, either directly or indirectly, make a record of, or disclose to any person, any information that is or was acquired by him or her because of having been so appointed, engaged or authorised, or make use of any such information, for any purpose other than the performance of his or her official duties or the performance or exercise of that function or power.
Penalty: $5,000 or imprisonment for one year, or both.
“(2) Nothing in subsection (1) precludes a person from:
(a) producing a document to a court in the course of criminal proceedings or in the course of any proceedings under the
National Companies and Securities Commission Act 1979 or under a prescribed law or national scheme law of this or any other jurisdiction; or
disclosing to a court in the course of any proceedings referred to in paragraph (a) any matter or thing that came under his or her notice in the performance of official duties or in the performance of a function or the exercise of a power referred to in that subsection; or
producing a document or disclosing information to a person to whom, in the opinion of the Commission, it is in the public interest that the document be produced or the information be disclosed; or
producing a document or disclosing information that is required or permitted by any Act of this or any other jurisdiction to be produced or disclosed, as the case may be; or
producing a document or disclosing information to the Commission.
“(3) The following table sets out prescribed laws of this and the other jurisdictions for the purposes of paragraph (2) (a):
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23. At the end of the Principal Act the following Part is added:
“253. In this Part, unless the contrary intention appears:
(a) choses in action; and
•
•
(b) rights, interests and claims of every kind in or to property, whether arising under or by virtue of an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing;
(a) the Minister; or
the Chairperson; or
•
(c) a member of the staff of the Commission authorised by the Minister in writing for the purposes of this Part;
(a) to which the NCSC was a party; or
that was given to or in favour of the NCSC; or
in which a reference is made to the NCSC; or
•
(d) under which money is or may become payable, or any other property is to be, or may become liable to be, transferred, to or by the NCSC;
being an instrument subsisting immediately before the commencement of the provision in which the expression is used;
(a) assets received or held by the NCSC as mentioned in section 43 of the NCSC Act; and
(b) section 462 assets.
“254. At the commencement:
(a) the trust assets of the NCSC become assets of the Commission; and
•
subject to any written declaration to the contrary made by the Minister, any liabilities that are associated with those assets become liabilities of the Commission.
“255. At the commencement, money held by the NCSC that:
(a) was paid to the NCSC under section 26 of the NCSC Act; or
•
•
(b) was received by the NCSC in accordance with section 27 of the NCSC Act;
becomes money of the Commonwealth and is to be paid into the Consolidated Revenue Fund.
“256. (1) At the commencement, the remaining assets and liabilities of the NCSC become assets and liabilities of the Commonwealth.
“(2) The Minister may declare in writing that a specified asset or liability covered by subsection (1) does not become an asset or liability of the Commonwealth.
“(3) Where the Minister makes a declaration under subsection (2), the asset or liability concerned becomes an asset or liability of the Commission.
“(4) Where the Minister makes a declaration under subsection (2) in relation to an asset, any liabilities that are associated with the asset and are specified in the direction become liabilities of the Commission.
“257. The following provisions apply to assets or liabilities that become assets or liabilities of the Commission because of section 254 or 256:
(a) an asset that was, immediately before the commencement of the section concerned, held by the NCSC on trust is, after that commencement, to be held by the Commission on trust and subject to the terms of the trust on which the asset was so held by the NCSC;
•
liabilities of the NCSC to make payments are, after the commencement of the section concerned, taken to be liabilities incurred by the Commission in the performance of its functions and the exercise of its powers.
“258. (1) An NCSC instrument continues to have effect after the commencement but, in its operation in relation to acts, transactions, matters or things done, entered into or occurring after that commencement, has effect as if a reference in the instrument to the NCSC were a reference to the appropriate new body.
“(2) For the purposes of the application of subsection (1) in relation to an NCSC instrument, the appropriate new body is:
(a) in so far as the instrument relates to an asset or liability that has, because of section 254 or 256, become an asset or liability of the Commission—the Commission; and
(b) otherwise—the Commonwealth.
“259. (1) Subject to this Law, where, immediately before the commencement, proceedings to which the NCSC was a party (not being co-operative scheme proceedings) were pending in any court or tribunal of this jurisdiction, the Commonwealth is, after the commencement, substituted for the NCSC as a party to the proceedings and has the same rights in the proceedings as the NCSC had.
“(2) A right of action in favour of or against the NCSC existing immediately before the commencement (not being a right of action arising under a co-operative scheme law) is, after the commencement, taken to be a right of action in favour of or against the Commonwealth.
“(3) In this section:
“260. (1) An authorised officer may certify, in writing, that:
(a) an asset or liability specified or described in the certificate became, because of section 254 or 256 or a corresponding law, an asset or liability of the Commission; or
an asset or liability specified or described in the certificate became, because of section 256 or a corresponding law, an asset or liability of the Commonwealth; or
an instrument specified or described in the certificate is an NCSC instrument.
“(2) A certificate under subsection (1) or a corresponding law is, in all courts and for all purposes, evidence of the matter stated in the certificate.
“(3) Where a document purports to be a certificate under subsection (1) or a corresponding law signed by a person purporting to be an authorised officer, judicial notice is to be taken of the signature of the person and of the fact that the person is or was an authorised officer.
“261. An instrument is not subject to stamp duty or any other tax under an Act, or any other law, of this jurisdiction if an authorised officer certifies, in writing, that the instrument was made or given because of, or for a purpose connected with or arising out of, the operation of this Part or a corresponding law.
“262. (1) Where, immediately before the commencement, co-operative scheme proceedings to which the NCSC was a party were pending in any court or tribunal, the Commission is, after the commencement, substituted for the NCSC as a party to the proceedings and has the same rights in the proceedings as the NCSC had.
“(2) A right of action in favour of or against the NCSC existing immediately before the commencement (being a right of action arising under a relevant previous law of this jurisdiction) is, after the commencement, taken to be a right of action in favour of or against the Commission.
“(3) In this section:
SCHEDULE 1 Section 4
AMENDMENTS OF THE CORPORATIONS ACT 1989
Omit “the Australian Capital” (second occurring), substitute “a”.
Omit “Acts and unwritten laws of the Commonwealth”, substitute “written or unwritten laws of the Commonwealth, including laws about the exercise of prerogative powers, rights and privileges”.
Insert:
“
(a) the
Administrative Appeals Tribunal Act 1975 ;
the
the
the
the
and the provisions of the regulations under those Acts;”.
Omit the subsections, substitute:
“(3) To the extent that a provision of the Corporations Regulations of the Capital Territory is taken because of a particular application of subsection (2) to have effect, or to have had effect, before the day of notification of the regulations referred to in that subsection, the provision does not operate so as to:
(a) affect a private person’s rights as at that day so as to disadvantage that person; or
•
impose a liability on a private person in respect of anything done or omitted to be done before that day.
“(4) In subsection (3):
(a) the Commonwealth, a State or the Capital Territory; or
•
•
(b) an authority of the Commonwealth, of a State or of the Capital Territory.
“(5) Subsection (3) does not affect any other operation that the provision has because of subsection (2) or otherwise.
“(6) Since subsections (3), (4) and (5) deal differently with the topic dealt with by subsection 48 (2) of the
Insert:
“(1a) In this section:
(a) this Act; or
•
•
(b) the Corporations Law, or Corporations Regulations, of the Capital Territory; or
•
the ASC Law, or ASC Regulations, of the Capital Territory.”.
Omit all the words after “a provision of”, substitute “a reserved law.”.
Omit all the words after “specified”, substitute “provision of a reserved law, or despite any provision of a specified reserved law.”.
Repeal the section, substitute:
“39. (1) Divisions 2 and 2a have effect subject to this Act (in particular Part 9), the Corporations Law of the Capital Territory and the
“(2) The provisions of:
(a) subsections 42 (2), (3) and (4) and sections 43 and 44; and
•
subsections 45b (2), (3) and (4) and sections 45c and 45d;
and any other provision of this Act that has effect for the purposes of any of those provisions, extend to each external Territory.
“(3) Nothing in this Part limits the generality of anything else in it.”.
Add at the end:
“(2) The purposes for which an offence is to be treated as mentioned in subsection (1) include, for example (but without limitation):
(a) the investigation and prosecution of offences; and
(b) the arrest, custody, bail, trial and conviction of offenders or persons charged with offences; and
proceedings relating to a matter referred to in paragraph (a) or (b); and
appeals and review relating to criminal proceedings and to proceedings of the kind referred to in paragraph (c); and
the sentencing, punishment and release of persons convicted of offences; and
•
fines, penalties and forfeitures; and
(g) liability to make reparation in connection with offences; and (h) proceeds of crime; and
(i) spent convictions.”.
Repeal the section.
Add at the end “and were not laws of that other jurisdiction”.
Add at the end “and were not laws of that jurisdiction”.
After “In performing” insert “or exercising”.
Omit the subsection.
Insert:
“45a. The object of this Division is to further the object of this Part by providing that the Commonwealth administrative laws apply in the Capital Territory and the external Territories, in relation to the applicable provisions of a jurisdiction other than the Capital Territory, in the same way as if those provisions were laws of the Commonwealth.
“45b. (1) The Commonwealth administrative laws apply, as laws for the government of the Capital Territory, in relation to any act, matter or thing arising under or in respect of the applicable provisions
of another jurisdiction as if those provisions were laws of the Commonwealth and were not laws of that other jurisdiction.
“(2) The Commonwealth administrative laws that extend to an external Territory apply, as laws for the government of that Territory, in relation to any act, matter or thing arising under or in respect of the applicable provisions of a jurisdiction other than the Capital Territory as if those provisions were laws of the Commonwealth and were not laws of that jurisdiction.
“(3) A Commonwealth administrative law, as applying because of subsection (1) or (2), does not require, prohibit, empower, authorise, or otherwise provide for, the doing of an act outside the Capital Territory, or the external Territory concerned, as the case may be.
“(4) The effect that a Commonwealth administrative law has because of subsection (1) or (2) is additional to, and does not prejudice, the effect that the Commonwealth administrative law otherwise has.
“45c. (1) This section applies to a Commonwealth administrative law that confers on an officer or authority of the Commonwealth a function or power in relation to an act, matter or thing arising under or in respect of an applicable provision of the Capital Territory.
“(2) The Commonwealth administrative law, as applying because of subsection 45b (1) or (2), confers on that officer or authority the same function or power in relation to an act, matter or thing arising under or in respect of the corresponding applicable provision of a jurisdiction other than the Capital Territory.
“(3) The function or power referred to in subsection (2) may only be performed or exercised in the Capital Territory, or in the external Territory concerned, as the case may be.
“(4) In performing or exercising the function or power referred to in subsection (2), the officer or authority must act as nearly as practicable as the officer or authority would act in performing or exercising the same function or power in relation to an act, matter or thing arising under or in respect of the corresponding applicable provision of the Capital Territory.
“45d. A reference in a Commonwealth administrative law to a provision of that or another Commonwealth administrative law is taken, for the purposes of the first-mentioned law as applying because
of subsection 45b (1) or (2), to be a reference to that provision as applying because of that subsection.
“45e. (1) For the purposes of a law of the Commonwealth or of a law of the Capital Territory, an act, matter or thing arising under or in respect of the applicable provisions of a jurisdiction other than the Capital Territory:
(a) is taken to be an act, matter or thing arising under or in respect of the laws of the Commonwealth, in the same way as if those provisions were laws of the Commonwealth; and
•
is taken not to be an act, matter or thing arising under or in respect of the laws of that jurisdiction.
•
only in so far as it is within the authority of the Parliament to provide in relation to that law as mentioned in paragraph (1) (a);and
(b) except as prescribed by regulations under section 73.”.
After “State” (twice occurring) insert “or Territory”.
Insert:
“
Omit the subparagraph, substitute:
“(vii) rules of court made by the Federal Court, the Supreme Court of the Capital Territory, or the Family Court, because of a provision of this Act; and
(viii) rules of court applied by the Supreme Court, or a State Family Court, of a State when exercising jurisdiction conferred by this Division (including jurisdiction conferred by virtue of any previous application or applications of this subparagraph); and”.
Insert:
“51a. (1) Jurisdiction is conferred on the Family Court with respect to civil matters arising under the Corporations Law of the Capital Territory.
“(2) Subject to section 9 of the
“(3) The jurisdiction conferred on a State Family Court by subsection (2) is not limited by any limits to which any other jurisdiction of the State Family Court may be subject.”.
Repeal the section, substitute:
“52. (1) An appeal may not be instituted from a decision of the Federal Court to a court of a State or of the Capital Territory, or to the Family Court.
“(2) An appeal may not be instituted from a decision of a court of the Capital Territory to a court of a State or to the Family Court.
“(3) An appeal may not be instituted from a decision of the Supreme Court of a State to the Federal Court, to a court of the Capital Territory or of another State, to the Family Court or to a State Family Court of that State.
“(4) An appeal may not be instituted from a decision of the Family Court to the Federal Court or to a court of a State or of the Capital Territory.
“(5) An appeal may not be instituted from a decision of a State Family Court of a State to the Federal Court, to a court of the Capital Territory or of another State, or to the Supreme Court of that State.”.
Omit the subsections.
Insert:
“53a. (1) This section applies to a proceeding with respect to a civil matter arising under the Corporations Law of the Capital Territory in a court (in this section called the
“(2) If it appears to the first court that:
(a) the proceeding arises out of, or is related to, another proceeding pending in the Federal Court, or in the Supreme Court of a State or of the Capital Territory, and that the court in which the other proceeding is pending is the most appropriate court to determine the first-mentioned proceeding; or
(b) having regard to:
•
• (i) whether, in the first court’s opinion, apart from this Division or a law of a State corresponding to this Division, the proceeding, or a substantial part of it, would have been incapable of being instituted in the first court; and
•
• (ii) the extent to which, in the first court’s opinion, the matters for determination in the proceeding are matters not within the first court’s jurisdiction apart from this Division or such a law; and
•
• (iii) the interests of justice;
•
• the Federal Court, or the Supreme Court of a State or of the Capital Territory, is the most appropriate court to determine the proceeding; or
•
• (c) it is otherwise in the interests of justice that the Federal Court, or the Supreme Court of a State or of the Capital Territory, determine the proceeding;
the first court must transfer the proceeding to the Federal Court, or to that Supreme Court, as the case may be.
“(3) Subject to subsection (2), if it appears to the first court that:
(a) the proceeding arises out of, or is related to, another proceeding pending in another court having jurisdiction under section 51a in the matters for determination in the first-mentioned proceeding, and that the other court is the most appropriate court to determine the first-mentioned proceeding; or
•
it is otherwise in the interests of justice that the proceeding be determined by another court having jurisdiction under section 51a in the matters for determination in the proceeding;
the first court must transfer the proceeding to the other court.
“(4) If:
(a) the first court transfers the proceeding to another court; and
it appears to the first court that:
• (i) there is another proceeding pending in the first court that arises out of, or is related to, the first-mentioned proceeding; and
•
• (ii) it is in the interests of justice that the other court also determine the other proceeding;
the first court must also transfer the other proceeding to the other court.
“53b. In deciding whether to transfer under section 53 or 53a a proceeding or application, a court must have regard to:
(a) the principal place of business of any body corporate concerned in the proceeding or application; and
•
the place or places where the events that are the subject of the proceeding or application took place.
“53c. A court may transfer under section 53 or 53a a proceeding or application:
(a) on the application of a party made at any stage; or
•
of the court’s own motion.
“53d. Where, under section 53 or 53a, a court transfers a proceeding, or an application in a proceeding, to another court:
(a) the Registrar or other proper officer of the first-mentioned court must transmit to the Registrar or other proper officer of the other court all documents filed in the first-mentioned court in respect of the proceeding or application, as the case may be; and
(b) the other court must proceed as if:
•
• (i) the proceeding had been originally instituted in the other court; and
•
• (ii) the same proceedings had been taken in the other court as were taken in the first-mentioned court; and
•
• (iii) in a case where an application is transferred—the application had been made in the other court.”.
Omit “and 61,”, substitute “, 61 and 61a,”.
After “Australia” insert “or the Family Court”.
(a) After “Australia” insert “or the Family Court”.
•
•
(b) After “Federal Court” (second occurring) insert “or the Family Court, as the case may be,”.
After “State” insert “, or a State Family Court,”.
After “Federal Court” insert “, the Family Court”.
After “Federal Court” insert “, the Family Court”.
Omit “or the Supreme Court of the Capital Territory or of a State”, substitute “, the Family Court, the Supreme Court of the Capital Territory or of a State or a State Family Court”.
Omit “or the Supreme Court of the Capital Territory” (second occurring), substitute “, the Family Court, the Supreme Court of the Capital Territory or of that State or that State Family Court”.
Insert in Division 1 of Part 9:
“61a. (1) The power to make rules of court conferred by section 123 of the
(a) with respect to proceedings, and the practice and procedure, of the Family Court under that Law; and
(b) with respect to any matter or thing that is:
•
• (i) required or permitted by that Law to be prescribed by rules within the meaning of that Law; or
•
• (ii) necessary or convenient to be prescribed by such rules for carrying out or giving effect to that Law; and
•
• (c) without limitation, with respect to costs, and with respect to rules about meetings ordered by the Family Court.
“(2) When the Family Court is exercising jurisdiction with respect to matters arising under the Corporations Law of a State, being jurisdiction conferred by a law of a State that corresponds to this Division, that Court must apply the rules of court made under subsection (1), with such alterations as are necessary.
“(3) When a State Family Court of a State is exercising jurisdiction with respect to matters arising under the Corporations Law of the Capital Territory, being jurisdiction conferred by this Division, that
Court must apply the rules of court made under the law of the State corresponding to subsection (1), with such alterations as are necessary.
“(4) In this section:
“(a) with respect to:Omit the paragraphs, substitute:
(ii) the examination and commitment for trial on indictment; or(iii) the trial and conviction on indictment;of offenders or persons charged with offences against the laws of the State or Capital Territory, and with respect to:(i) the summary conviction; or
(iv) their sentencing, punishment and release; or
(vi) the forfeiture of property in connection with their offences; or(vii) the proceeds of their crimes; and(b) with respect to the hearing and determination of:(v) their liability to make reparation in connection with their offences; or
(ii) appeals arising out of; or(iii) appeals arising out of proceedings Connected with;(i) proceedings connected with; or
any such trial or conviction or any matter of a kind referred to in subparagraph (a) (iv), (v), (vi) or (vii);”.
Omit “those laws commenced”, substitute “the commencement of this section”.
Omit the subsection, substitute:
“(1) In this section:
(a) a Co-operative Scheme Act; or
regulations under such an Act or under this Act; or
•
(c) a national scheme law, or national scheme regulations, of the Capital Territory;
After “(4)” insert “and to any regulations in force under subsection (6)”.
Omit “regulations made under national scheme laws”, substitute “national scheme regulations”.
(a) Omit “A”, substitute “Subject to any regulations in force under subsection (6), a”.
•
Omit all the words after “national scheme law”, substitute “, or of national scheme regulations, of the Capital Territory.”.
Insert:
“(4a) Subject to any regulations in force under subsection (6), a reference in an instrument to the National Companies and Securities Commission is to be taken to include a reference to the Australian Securities Commission.”.
Omit “regulations under national scheme laws”, substitute “national scheme regulations”.
“(6) Regulations under section 73:Omit the subsection, substitute:
(a) may declare that subsection (2), (3), (4) or (4a) of this section does not apply in relation to prescribed references in prescribed instruments; and
•
may declare that subsection (2), (3), (4) or (4a) of this section has effect in relation to prescribed references in prescribed instruments as if, in that subsection, the words ‘be taken to be’ were substituted for the words ‘be taken to include’.”.
SCHEDULE 2 Section 6
MISCELLANEOUS SUBSTANTIVE AMENDMENTS OF THE CORPORATIONS LAW
Omit “, 2.2 or 3.5,”, substitute “or 2.2, Part 3.5 (except section 273),”.
After “section 1209” insert “or a corresponding previous law”.
After “in” insert “the definition of ‘financial year’ and”.
After “corresponding” insert “previous”.
Omit all the words after paragraph (b), substitute:
“but does not include:
(c) a right or interest, or a right or interest included in a class or kind of rights or interests, declared by the regulations to be an exempt right or interest, or a class or kind of exempt rights or interests, for the purposes of Chapter 7; or
•
an exempt prescribed interest in relation to this jurisdiction (as defined by section 68a);”.
After “7” insert “or a corresponding previous law”.
Omit the definition, substitute:
“
Insert:
“
Insert:
“(ba) it is an offer of securities for purchase, or an invitation to buy securities, and the amount payable by each person to
whom the offer is made or the invitation is issued is at least $500,000; or”.
Add at the end:
“; (e) an association, society, club, institution or body incorporated under the
Associations Incorporation Act 1984 of New South Wales.”.
Insert:
“(2a) Each of the following is an exempt body in relation to Victoria:
(a) an incorporated association within the meaning of the
Associations Incorporation Act 1981 of Victoria;
a building society within the meaning of the
a society within the meaning of the
a co-operative housing society within the meaning of the
a friendly society within the meaning of the
(a) Omit “
The ” (wherever occurring), substitute “the”.
Omit paragraph (b), substitute:
• “(b) a building society or foreign building society within the meaning of theBuilding Societies Act 1985-1990 of Queensland;”.
(c) Add at the end:
“; (f) a credit society, a foreign credit society, an association of credit societies or a union of associations of credit societies registered under theCredit Societies Act 1986 of Queensland;
(g) a friendly society or foreign friendly society within the meaning of the
“(c) a co-operative company registered under:Omit the paragraph, substitute:
(i) Part VI of the
Companies (Co-operative) Act 1943 of Western Australia; or
(ii) a previous law of Western Australia that corresponds to that Part;”.
Omit “1895”, substitute “1987”.
Insert:
“68a. Each of the following is an exempt prescribed interest in relation to Western Australia:
(a) a participation interest, or a right of the kind referred to in paragraph (b) of the definition of ‘prescribed interest’ in section 9, that a body of the kind referred to in paragraph 66a (4) (c) has issued, or proposes to issue, to a member of the body;
a participation interest, or a right of the kind referred to in paragraph (b) of the definition of ‘prescribed interest’ in section 9, in so far as a body of the kind referred to in paragraph 66a (4) (c):
• (i) offers the interest or right to a member of the body for subscription or purchase; or
•
• (ii) invites such a member to subscribe for or buy the interest or right;
(c) a participation interest, or a right of the kind referred to in paragraph (b) of the definition of ‘prescribed interest’ in section 9, in so far as:
(i) a body of the kind referred to in paragraph 66a (4) (c):
(b) invites a person other than such a member to subscribe for or buy the interest or right; and(a) offers the interest or right, to a person other than a member of the body, for subscription or purchase; or
(ii) the terms or circumstances of the offer or invitation are such that, if the offer, or an offer that the person makes because of the invitation, as the case may be, is accepted, the acceptance will result in the person becoming a member of the body.”.
Insert:
“85a. In this law, expressions used to denote persons generally (such as ‘person’, ‘party’, ‘someone’, ‘anyone’, ‘no-one’, ‘one’, ‘another’ and ‘whoever’), include a body politic or corporate as well as an individual.”.
Omit all the words after “accompanied by”, substitute “a written statement, signed by an officer of the body, to the effect that the person who occupies those premises has consented in writing to the address being specified in the notice and has not withdrawn that consent.”.
Add at the end:
“(2) The Commission may require a person who has lodged a statement under paragraph (1) (d) to produce to the Commission the consent referred to in the statement.”.
Insert:
“109da. (1) This section applies where an Act (in this section referred to as the Act concerned), being:
(a) an Act enacted on or after the date of commencement of this section that is not to come into operation immediately upon its enactment; or
•
an Act enacted before the date of commencement of this section that did not come into operation on or before that date;
results in the amendment of this Law so that this Law, as amended, will confer power to make an appointment or to make an instrument of a legislative or administrative character (including rules, regulations or by-laws).
“(2) Unless the contrary intention appears, the power so conferred may be exercised, and anything may be done for the purpose of enabling the exercise of the power or of bringing the appointment or instrument into effect, before the Act concerned comes into operation as if it had come into operation.
“(3) An appointment or instrument made under subsection (2) or, if the instrument contains a number of provisions, each of those provisions, takes effect:
(a) on the day on which the Act concerned comes into operation; or
(b) on the day on which the appointment, instrument or provision, as the case may be, would have taken effect if the Act concerned had been in operation when the appointment or instrument was made;
whichever is later.
“(4) Where a provision of this Law is to come into operation on a date to be fixed by a Proclamation or other instrument, the Proclamation or other instrument may be made and published at any time after the enactment of the originating provision.
“(5) In subsections (1), (2), (3) and (4):
“(6) This section applies in relation to a regulation that results in the amendment of the Corporations Regulations so that those Regulations, as amended, will confer power to make an appointment or to make an instrument of a legislative or administrative character, and so applies as if:
(a) the first-mentioned regulation were an Act; and
•
the Corporations Regulations were this Law.”.
Omit “are not taken to imply that references in this Law to persons do not also include references to”, substitute “do not imply that expressions in this Law of the kind mentioned in section 85a do not include”.
Add at the end:
“(2) For the purposes of this section, none of the following is an Act providing for the administration or government of a Territory:
(a) the
Corporations Act 1989 ;
the Corporations Law of the Capital Territory;
the
Insert:
“109zba. Where this Law confers upon an authority power to make an instrument (including rules, regulations or by-laws) or a resolution:
(a) specifying, declaring or prescribing a matter or thing; or
(b) doing anything in relation to a matter or thing;
then, in exercising the power, the authority may identify the matter or thing by referring to a class or classes of matters or things.”.
Insert in Part 1.3:
“111h. (1) This section applies where:
(a) before 1 January 1991, a Minister made an instrument that purported to be an application order specifying a matter for the purposes of a provision of this Law, or for the purposes of a provision of the Corporations Law of each of 2 or more jurisdictions including this jurisdiction; and
the instrument was expressed to take effect on 1 January 1991; and
if a law of this jurisdiction in force at the commencement of this section provides that an order under section 111a may only be made with the consent of the Minister for this jurisdiction—the person who was, when the instrument was made, the Minister for this jurisdiction within the meaning of that law as so in force, consented to the making of the instrument; and
a notice of the instrument having been made was published in the
“(2) The instrument has effect, and is taken always to have had effect, as an application order duly made under section 111a.
“(3) The requirements of this Division are taken to have been complied with in relation to the instrument.
“(4) The instrument is taken io have taken effect on 1 January 1991.
“(5) The effect that the instrument has, or is taken to have had, because of this section does not prejudice any other effect of the instrument, whether under a law corresponding to this section or otherwise.”.
Add at the end “or a recognised company”.
Omit all the words before “lodge a return”, substitute “Within one month after making an allotment of its shares, a company must”.
Omit all the words after “take”, substitute “are to be disregarded”.
Insert:
“(2a) On every public document of a company that, when it is signed, issued or published:
(a) is intended to be lodged; or
•
is required by or under this Law or the ASC Law to be lodged;
the company must, unless its registration number is part of its name, set out in legible characters, after the company’s name where it first appears, the expression ‘Australian Company Number’ and the company’s registration number.”.
Omit “the company shall”, substitute “after 31 December 1991, the company must”.
After “(2)” insert “, (2a)”.
After “(2)” insert “, (2a)”.
Add at the end “and”.
Add at the end:
“; and (e) within 1 month after making, because of a change in:
(ii) the usual residential address;(i) the present Christian or given name or surname; or
of a director, principal executive officer or secretary of the company, a change in the particulars specified in the register in relation to that director, principal executive officer or secretary—a return in the prescribed form notifying the Commission of the change in that name or address and containing those particulars as changed.”.
Insert:
“242a. (1) This section applies where, at the end of a particular day:
(a) a person (in this section called the
‘retiring director’ ) who, at the start of that day, was the only director, or was one of the only 2 directors, of a company is no longer a director of the company; or
•
persons (in this section called the
“(2) If paragraph (1) (a) applies, the retiring director must, within 1 month after that day, lodge a written notice, in the prescribed form, stating that he or she ceased on that day to be a director of the company.
“(3) If paragraph (1) (b) applies, each of the retiring directors must, within 1 month after that day, lodge a written notice, in the prescribed form, setting out the names of all the retiring directors and stating that they ceased on that day to be directors of the company.
“(4) However, if one of the retiring directors complies with subsection (3), no-one else needs to do so.
“(5) Nothing in this section affects the company’s obligations under subsection 242 (7).”.
Insert:
“276a. Part 3.5 (except section 276a) of the Corporations Law of another jurisdiction applies in and in relation to this jurisdiction:
(a) in relation to property (within the meaning of that Part) of a body corporate that, because of the definition of ‘company’ in section 9 of that Law, is a company for the purposes of section 9 of that Law; or
•
in relation to property in Australia or an external Territory of a foreign company that is registered under Division
After “corresponding” insert “previous”.
After “corresponding” insert “previous”.
After “corresponding” insert “previous”.
Insert:
“(3a) On every public document of the body that, when it is signed, issued or published:
(a) is intended to be lodged; or
is required by or under this Law or the ASC Law to be lodged; the body must set out in legible characters, after the body’s name where it first appears, the expression ‘Australian Registered Body Number’ and the body’s registration number.”.
(a) Omit “the body shall”, substitute “after 31 December 1991, the body must”.
(b) Omit “when”, substitute “where”.
Before “(4)” insert “(3a) or”.
After “(2)” insert “, (3a)”.
After “corresponding” insert “previous”.
After “corresponding” insert “previous”.
Before “law” insert “previous”.
After “corresponding” insert “previous”.
After “corresponding” insert “previous”.
Before “law” insert “previous”.
After “corresponding” insert “previous”.
After “corresponding” (first occurring) insert “previous”.
After “corresponding” insert “previous”.
Omit “previous corresponding”, substitute “corresponding previous”.
Insert:
“(1a) A person must not contravene a covenant contained, or taken to be contained, in a deed that is, or has at any time been, an approved deed.
“(1b) A person who contravenes subsection (1a) is not guilty of an offence.”.
After “corresponding” insert “previous”.
After “corresponding” insert “previous”.
After “corresponding” insert “previous”.
Before “law” insert “previous”.
Insert:
“1313c. (1) Where:
(a) a person did or omitted to do an act before the commencement of this Law and did or omitted to do another act after the commencement of this Law; and
if the person had done or omitted to do both acts after the commencement of this Law, the person would have been guilty of an offence against a provision of this Law; and
if the person had done or omitted to do both acts before the commencement of this Law, the person would have been guilty of an offence under the corresponding provision of a previous law;
the person is guilty of an offence against the provision of this Law referred to in paragraph (b).
“(2) A person is not liable to be punished for an offence against a provision of this Law constituted by the acts or omissions referred to in subsection (1) if the person has been punished for an offence under the corresponding provision of a previous law constituted by the same acts and omissions.”.
Add at the end “or”.
Omit the paragraph.
Add at the end:
“; or (f) a decision by the Commission to make an application under subsection 597 (2) for an order under section 597.”.
(a) Omit “body corporate” (twice occurring), substitute “corporation”.
(b) Omit “under this Law”.
AMENDMENTS OF THE CORPORATIONS LAW:CONSOLIDATED ACCOUNTS OF A COMPANY
SCHEDULE 3 Section 7
AND THE ENTITIES IT CONTROLS
Omit “74,”.
Omit all the words after the end of paragraph (f), substitute:
“and:
(g) in relation to an entity within the meaning of Parts 3.6 and 3.7 that is not a body corporate—means a period in respect of which:
(ii) a law of the Commonwealth or of a State or Territory required a profit and loss account of the entity to be made out; and(i) a profit and loss account of the entity was made out; or
(h) in relation to a deed within the meaning of Division 5 of Part 7.12—means a period of 12 months ending on 30 June or on such other day as the deed specifies instead of 30 June;”.
Omit the paragraph, substitute:
“(b) in relation to an entity within the meaning of Parts 3.6 and 3.7 —the profit or loss resulting from operations of the entity; and
(c) in relation to 2 or more such entities, or in relation to an economic entity, within the meaning of Parts 3.6 and 3.7, constituted by 2 or more such entities—the profit or loss resulting from operations of those entities;”.
Omit the definitions, substitute:
“
(a) a profit and loss account of the entity for a period;
a balance-sheet of the entity as at the end of that period;
•
(c) statements, reports and notes, other than a directors’ report or an auditor’s report, attached to, or intending to be read with, that profit and loss account or balance-sheet;
(a) a body corporate; or
•
an entity within the meaning of Parts 3.6 and 3.7;
means a person, by whatever name called and whether or not a director of the body or entity, who is concerned, or takes part, in the management of the body or entity;
(a) in relation to a financial year of a body corporate—the accounts, and the consolidated accounts or group accounts (if any), of the body that Part 3.6 or a corresponding previous law required to be made out in relation to that financial year; and
•
in relation to a body corporate (but not in relation to a financial year of a body corporate)—the body’s financial statements (as defined by paragraph (a)) for a financial year;
Omit the definitions.
Insert:
“
(a) a consolidated profit and loss account that section 295a requires to be made out in relation to a financial year of the company;
a consolidated balance-sheet that section 295b requires to be made out in relation to that financial year;
statements, reports and notes, other than a directors’ report or an auditor’s report, attached to, or intended to be read with, that consolidated profit and loss account or consolidated balance-sheet;
but does not include accounts that, because of paragraph 409a (1) (b), are attached to that consolidated profit and loss account or consolidated balance-sheet;
•
‘reporting entity’, in Parts 3.6 and 3.7, has the meaning given by section 294a;”.
(a) After “body corporate” insert “, or an entity within the meaning of Parts 3.6 and 3.7,”.
(b) After “the body” insert “or entity”.
Add at the end “and”.
Insert:
“; and (1) in the case of such an entity that is not a body corporate— did no act prescribed for the purposes of this paragraph.”.
(a) Omit “shall not be taken”, substitute “, or an entity within the meaning of Parts 3.6 and 3.7, is not taken”.
(b) After “the body” insert “or entity”.
After “body’s” insert “or entity’s”.
After “body” (wherever occurring) insert “or entity”.
(a) After “body corporate” insert “, or an entity within the meaning of Parts 3.6 and 3.7,”.
(b) After “body” (second occurring) insert “or entity”.
Repeal the section.
Insert:
“82a. (1) Subject to subsection (2),
‘officer’ , in relation to:
(a) a body corporate; or
•
an entity within the meaning of Parts 3.6 and 3.7;
includes:
(c) a director, secretary, executive officer or employee of the body or entity; and
(d) a receiver and manager, appointed under a power contained in an instrument, of property of the body or entity; and
an official manager, or deputy official manager, of the body or entity; and
a liquidator of the body or entity appointed in a voluntary winding up of the body or entity; and
a trustee or other person administering a compromise or arrangement made between the body or entity and any other person or persons.
“(2) None of the following is an officer of a body corporate, or of an entity within the meaning of Parts 3.6 and 3.7:
(a) a receiver who is not also a manager;
a receiver and manager appointed by a court;
a liquidator appointed by a court.”.
Repeal the section, substitute:
“287. Where an auditor of a company has sent to the Board under section 332a a copy of a report on the company’s financial statements for a financial year, the Board may, by written notice given to the company, require it to give to the Board, within 7 days after the notice is given, a copy of the financial statements.”.
Omit the heading, substitute:
Omit the subsections, substitute:
“(1) Subject to this section, a company’s directors must do whatever is necessary to ensure that the financial year of each entity that the company controls coincides with the financial year of the company.
“(2) Subsection (1) must be complied with in relation to a particular entity within 12 months after:
(a) if the entity was a subsidiary of the company at the commencement of section 7 of the
Corporations Legislation Amendment Act 1991 —the entity became such a subsidiary; or
•
if paragraph (a) does not apply but the company controlled the entity at that commencement—that commencement; or
(c) otherwise—the company began to control the entity.
“(3) Subject to any order by the Commission under this section, where the financial year of a company coincides with the financial year of an entity that the company controls, the company’s directors must do whatever is necessary to prevent either financial year from being changed in such a way that those financial years no longer coincide.”.
(a) Omit “holding” (wherever occurring).
•
•
(b) Omit “any of its subsidiaries”, substitute “an entity that the company controls”.
•
Omit “the subsidiary”, substitute “the entity”.
Omit “holding” (wherever occurring).
Omit “and of any related corporation,”, substitute “of any related body corporate, or of any entity that the company controls, or has controlled, during a financial year of the company,”.
Omit “holding” (wherever occurring).
Omit “a subsidiary”, substitute “an entity”.
Omit “the subsidiary”, substitute “the entity”.
Add at the end “or of that Act as it applies as a law of this jurisdiction”.
(a) Omit “a subsidiary of a holding company”, substitute “an entity controlled by a company”.
(b) Omit “holding” (second occurring).
•
Omit “the subsidiary”, substitute “the entity”.
(a) Omit “holding” (wherever occurring).
Omit “a subsidiary”, substitute “an entity”.
Omit “the subsidiary”, substitute “the entity”.
Omit “holding”.
Omit the heading, substitute:
Repeal the section, substitute:
“294a. (1) The regulations may define the expression ‘entity’, ‘parent entity’, ‘economic entity’, or ‘reporting entity’, for the purposes of this Part and Part 3.7 as they apply in relation to a company in relation to prescribed financial years.
“(2) Regulations in force because of subsection (1) have effect accordingly.
“(3) Subject to subsection (2), where an accounting standard:
•
deals with the making out of consolidated accounts by companies; and
(b) applies to a financial year of a company; and
•
•
(c) defines the expression ‘entity’, ‘parent entity’, ‘economic entity’ or ‘reporting entity’;
the definition in the accounting standard also has effect for the purposes of this Part and Part 3.7 as they apply in relation to the company in relation to that financial year.
“(4) Despite subsections (2) and (3), each of the following is an entity for the purposes of this Part and Part 3.7:
(a) a company;
a recognised company;
any other corporation;
a partnership;
an unincorporated body;
•
(f) a person in a capacity as trustee of a trust that has only one trustee.
“(5) Despite subsections (2) and (3), where a trust has 2 or more trustees, those trustees, in their capacity as such, together constitute an entity.
“294b. (1) The regulations may make provision for or in relation to determining, for the purposes of this Part and Part 3.7 as they apply in relation to a company in relation to prescribed financial years, whether or not an entity controls another entity.
“(2) Regulations in force because of subsection (1) have effect accordingly.
“(3) Subject to subsection (2), where, because of a provision of an accounting standard that:
(a) deals with the making out of consolidated accounts by companies; and
(b) applies to a financial year of a company;
an entity is taken for the purposes of that accounting standard to control another entity, the first-mentioned entity is also taken to control the other entity for the purposes of this Part and Part 3.7 as they apply in relation to the company in relation to that financial year.
“295. (1) The later provisions of this Division apply where a company:
(a) controlled another entity during all or part of a financial year of the company; or
•
controls another entity at the end of a financial year of the company;
and, for the purposes of this Part as it applies in relation to the company in relation to that financial year, the company is the parent entity in an economic entity that is a reporting entity.
“(2) The company is a chief entity in relation to that financial year for the purposes of this Law.
“295a. (1) The company’s directors must cause to be made out, before the deadline after that financial year, a consolidated profit and loss account that gives a true and fair view of the profit or loss, for that financial year, of the economic entity constituted by the company and the entities it controlled from time to time during that financial year (even if the company did not control the same entities throughout that financial year).
“(2) To avoid doubt, if the company did not control a particular entity throughout that financial year, the consolidated profit and loss account must relate to the entity’s profit or loss for each part of that financial year throughout which the company controlled the entity, but not to the entity’s profit or loss for any other part.
“295b. The company’s directors must cause to be made out, before the deadline after that financial year, a consolidated balance-sheet, as at the year’s end, that gives a true and fair view of the state of affairs, as at the year’s end, of the economic entity constituted by the company and the entities that it controls at the year’s end.
Omit “332”, substitute “331a”.
Omit the subsection.
Omit the subsection.
Repeal the section, substitute:
“299. (1) If a company’s financial statements for a financial year, as prepared in accordance with sections 297 and 298, would not otherwise give a true and fair view of the matters with which this Part requires them to deal, the directors must add such information and explanations as will give a true and fair view of those matters.
“(2) Nothing in subsection (1), or in section 297 or 298, limits the generality of a provision of this Division or of Division 4 or 4a, other than this section or section 297 or 298.”.
Omit the subsection.
(a) Before “include” insert “in relation to the accounts”.
•
Omit “in relation”.
Omit the subsection.
Omit the subsections, substitute:
“(1) Where Division 4a requires consolidated accounts to be made out in relation to a financial year of a company, the company’s directors
must cause to be attached to them a statement that complies with this section and subsection 303 (2).
“(2) The statement must state whether or not, in the directors’ opinion, the consolidated accounts:
(a) have been made out in accordance with Divisions 4a and 4b; and
•
in particular, give a true and fair view of the matters with which they deal.
“(3) In forming their opinion for the purposes of subsection (2), the directors must have regard to circumstances that have arisen, and information that has become available, since the end of that financial year and that would, if the consolidated accounts had been made out when the statement is made, have affected the determination of an amount or a particular in them.”.
Omit “group” (wherever occurring), substitute “consolidated”.
Omit the subsection.
(a) Before “include” insert “in relation to the consolidated accounts”.
(b) Omit “in relation”.
Omit the subsection.
Omit “group”, substitute “consolidated”.
Omit the paragraph, substitute:
“(b) each entity that the company controlled during all or part of, or at the end of, the financial year has been dormant throughout so much of each period during which the company controlled it as falls within the period referred to in paragraph (a);”.
Omit “each such body corporate”, substitute “each such entity”.
Omit “group holding company at the end of”, substitute “chief entity in relation to”.
Omit “group holding company at the end of”, substitute “chief entity in relation to”.
Omit the paragraph, substitute:
“(b) each entity that the company controls during all or part of, or at the end of, the financial year is dormant throughout so much of each period during which the company controls it as falls within the period referred to in paragraph (a).”.
“(4) The report must state:Omit the subsections, substitute:
(a) the principal activities, during the financial year, of the economic entity constituted by the company and the entities it controlled from time to time during the financial year (even if the company did not control the same entities throughout the financial year); and
•
any significant change in the nature of those activities that occurred during the financial year.
“(5) The report must state the net amount of the consolidated profit or loss, for the financial year, of the economic entity referred to in paragraph (4) (a), after:
(a) the company;
•
the entities controlled by the company from time to time.
“(4) A company that is a chief entity in relation to a financial year, and its directors and auditors, do not contravene any of sections 296 and 331a to 332a, inclusive, merely because the section is not complied with in relation to one or more of such of the following as are registered under the
(a) the company;
•
the entities controlled by the company from time to time.”.
(a) After “4,” insert “4a, 4b,”.
Omit “, 309 and 310”, substitute “and 309”.
•
(c) Omit “section 313,”, substitute “of sections 313 and 331a to 331f (inclusive), of”.
•
•
(d) Omit “and section 409”, substitute “of section 332a and of Part 4.5”.
Omit “section 295 or 305 or with section 332 (as it relates to group accounts)”, substitute “Division 4a of Part 3.6, with section 305, or with sections 331a to 332a (inclusive) so far as they relate to consolidated accounts,”.
(a) After “4,” insert “4a, 4b,”.
Omit “, 309 and 310”, substitute “and 309”.
•
(c) Omit “section 313,”, substitute “of sections 313 and 331a to 331f (inclusive), of”.
•
•
(d) Omit “and section 409”, substitute “of section 332a and of Part 4.5”.
Omit “group”, substitute “consolidated”.
Omit all the words before “apply”, substitute “The provisions of Divisions 4, 4b, 5 and 6 of Part 3.6 (other than sections 305, 307, 308 and 309), of section 313, of sections 331a to 332a (inclusive) except so far as they relate to consolidated accounts, and of Part 4.5”.
Omit the subsection.
After “group accounts” insert “, consolidated accounts”.
Omit the paragraph, substitute:
“(b) if the corporation is taken for the purposes of Parts 3.6 and 3.7 to be controlled by another corporation—an auditor of the other corporation; or”.
Omit the paragraph, substitute:
“(b) if the corporation is taken for the purposes of Parts 3.6 and 3.7 to be controlled by another corporation—an auditor of the other corporation; or”.
SCHEDULE 4 Section 8
AMENDMENTS OF THE CORPORATIONS LAW: INSIDER TRADING
Repeal the section.
Insert:
“1002. This Division applies to:
(a) acts and omissions within this jurisdiction in relation to securities of any body corporate, whether formed or carrying on business in this jurisdiction or in Australia or not; and
•
acts and omissions outside this jurisdiction, whether in Australia or not, in relation to securities of a body corporate that is formed or carries on business in this jurisdiction.
“1002a. (1) In this Division and in section 1013:
(a) matters of supposition and other matters that are insufficiently definite to warrant being made known to the public; and
•
matters relating to the intentions, or the likely intentions, of a person;
(a) shares in the body corporate;
•
•
(b) debentures (including convertible notes) issued by the body corporate;
prescribed interests made available by the body corporate;
•
(d) units of shares or of prescribed interests referred to in paragraph (a) or (c);
•
•
(e) an option contract under which a party acquires from another party an option or right, exercisable at or before a specified time, to buy from, or sell to, that other party a number of securities of a kind referred to in paragraph (a), (b), (c) or (d)
at a price specified in, or to be determined in accordance with, the contract;
but does not include a futures contract or an excluded security;
(a) grant or assign the option or right; or
•
•
(b) take, or cause to be taken, such action as releases the option or right;
whether or not on another’s behalf.
“(2) A provision of this Division or of section 1013 that applies in relation to securities of a body corporate:
(a) also applies in relation to securities (as defined by subsection 92 (1)) issued by a government, an unincorporated body or any other person; and
•
applies, in relation to securities so issued, in the same way, as nearly as practicable, as if the government, body or person were a body corporate.
“1002b. (1) This section has effect for the purposes of this Division and section 1013.
“(2) Information is generally available if:
(a) it consists of readily observable matter; or
•
•
(b) without limiting the generality of paragraph (a), both the following subparagraphs apply:
•
•
• (i) it has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in securities of bodies corporate of a kind whose price or value might be affected by the information; and
•
• (ii) since it was so made known, a reasonable period for it to be disseminated among such persons has elapsed.
“(3) Information is also generally available if it consists of deductions, conclusions or inferences made or drawn from either or both of the following:
(a) information referred to in paragraph (2) (a);
•
•
(b) information made known as mentioned in subparagraph (2) (b) (i).
“1002c. For the purposes of this Division and section 1013, a reasonable person would be taken to expect information to have a material effect on the price or value of securities of a body corporate if
the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy or sell the first-mentioned securities.
“1002d. (1) Trading in securities of a body corporate that is ordinarily permitted on the stock market of a securities exchange is taken for the purposes of this Division to be permitted on that stock market even though trading in any such securities on that stock market is suspended by action taken by that securities exchange or is prohibited by a notice given to that securities exchange by the Commission under subsection 775 (2).
“(2) For the purposes of this Division and section 1013 but without limiting the meaning that the expression ‘procure’ has apart from this section, if a person incites, induces, or encourages an act or omission by another person, the first-mentioned person is taken to procure the act or omission by the other person.
“1002e. For the purposes of this Division and section 1013:
(a) a body corporate is taken to possess any information which an officer of the body corporate possesses and which came into his or her possession in the course of the performance of duties as such an officer; and
•
if an officer of a body corporate knows or ought reasonably to know any matter or thing because he or she is an officer of the body corporate, it is to be presumed that the body corporate knows or ought reasonably to know that matter or thing.
“1002f. For the purposes of this Division and section 1013:
(a) a member of a partnership is taken to possess any information:
(ii) which an employee of the partnership possesses and which came into his or her possession in the course of the performance of duties as such an employee; and(i) which another member of the partnership possesses and which came into the other member’s possession in the other member’s capacity as a member of the partnership; or
(b) if a member or employee of a partnership knows or ought reasonably to know any matter or thing because the member or employee is such a member or employee, it is to be presumed that every member of the partnership knows or ought reasonably to know that matter or thing.
“1002g. (1) Subject to this Division, where:
•
a person (in this section called the
(b) the person knows, or ought reasonably to know, that:
•
• (i) the information is not generally available; and
•
• (ii) if it were generally available, it might have a material effect on the price or value of those securities;
the following subsections apply.
“(2) The insider must not (whether as principal or agent):
(a) subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any such securities; or
•
procure another person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell, any such securities.
“(3) Where trading in the securities referred to in subsection (1) is permitted on the stock market of a securities exchange, the insider must not, directly or indirectly, communicate the information, or cause the information to be communicated, to another person if the insider knows, or ought reasonably to know, that the other person would or would be likely to:
(a) subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase or sell, any such securities; or
•
procure a third person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell, any such securities.
“1002h. Subsection 1002g (2) does not apply in respect of the redemption by the trustee under a deed relating to prescribed interests of a prescribed interest in accordance with a buy-back covenant contained or deemed to be contained in the deed at a price that is required by the deed to be calculated, so far as is reasonably practicable, by reference to the underlying value of the assets of the financial or business undertaking or scheme, common enterprise, investment contract or time-sharing scheme to which the interest relates less any reasonable charge for purchasing the interest.
“1002j. (1) Subsection 1002g (2) does not apply in respect of:
(a) subscribing for securities under an underwriting agreement or a sub-underwriting agreement; or
(b) entering into an agreement referred to in paragraph (a); or
•
•
(c) selling securities subscribed for under an agreement referred to in paragraph (a).
(a) the communication of information in relation to securities to a person solely for the purpose of procuring the person to enter into an underwriting agreement in relation to any such securities; or
the communication of information in relation to securities by a person who may be required under an underwriting agreement to subscribe for any such securities if the communication is made to another person solely for the purpose of procuring the other person to do either or both of the following:
• (i) enter into a sub-underwriting agreement in relation to any such securities;
•
• (ii) subscribe for any such securities.
“1002k. Subsection 1002g (2) does not apply in respect of the purchase of securities pursuant to a requirement imposed by this Law.
“1002l. Subsection 1002g (3) does not apply in respect of the communication of information pursuant to a requirement imposed by the Commonwealth, a State, a Territory or any regulatory authority.
“1002m. A body corporate does not contravene subsection 1002g (2) by entering into a transaction or agreement at any time merely because of information in the possession of an officer of the body corporate if:
(a) the decision to enter into the transaction or agreement was taken on its behalf by a person or persons other than that officer; and
it had in operation at that time arrangements that could reasonably be expected to ensure that the information was not communicated to the person or persons who made the decision and that no advice with respect to the transaction or agreement was given to that person or any of those persons by a person in possession of the information; and
the information was not so communicated and no such advice was so given.
“1002n. (1) The members of a partnership do not contravene subsection 1002g (2) by entering into a transaction or agreement at any time merely because one or more (but not all) of the members, or an employee or employees of the partnership, are in actual possession of information if:
(a) the decision to enter into the transaction or agreement was taken on behalf of the partnership by any one or more of the following persons:
(ii) an employee or employees of the partnership who was not or were not in possession of the information; and(i) a member or members who are taken to have possessed the information merely because another member or other members, or an employee or employees of the partnership, were in possession of the information;
(b) the partnership had in operation at that time arrangements that could reasonably be expected to ensure that the information was not communicated to the person or persons who made the decision and that no advice with respect to the transaction or agreement was given to that person or any of those persons by a person in possession of the information; and
•
the information was not so communicated and no such advice was so given.
“(2) A member of a partnership does not contravene subsection 1002g (2) by entering into a transaction or agreement otherwise than on behalf of the partnership merely because the member is taken to possess information that is in the possession of another member or an employee of the partnership.
“1002p. A natural person does not contravene subsection 1002g (2) by entering into a transaction or agreement in relation to securities of a body corporate merely because the person is aware that he or she proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to securities of that body corporate.
“1002q. (1) A body corporate does not contravene subsection 1002g (2) by entering into a transaction or agreement in relation to securities of another body corporate merely because the first-mentioned body corporate is aware that it proposes to enter into or has previously entered into, one or more transactions or agreements in relation to securities of the other body corporate.
“(2) Subject to subsection (3), a body corporate does not contravene subsection 1002g (2) by entering into a transaction or agreement in relation to securities of another body corporate merely because an officer of the first-mentioned body corporate is aware that the first-mentioned body corporate proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to securities of the other body corporate.
“(3) Subsection (2) does not apply unless the officer of the body corporate first-mentioned in that subsection became aware of the matters referred to in that subsection in the course of the performance of duties as such an officer.
“1002r. (1) Subject to subsection (2), a person does not contravene subsection 1002g (2) by entering into a transaction or agreement on behalf of a body corporate in relation to securities of another body corporate merely because the person is aware that the first-mentioned body corporate proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to securities of the other body corporate.
“(2) Subsection (1) does not apply unless the person became aware of the matters referred to in that subsection in the course of the performance of duties as an officer of the first-mentioned body corporate or in the course of acting as an agent of the first-mentioned body corporate.
“1002s. A person (in this section called the
(a) the agent is the holder of a dealers licence or a representative of the holder of such a licence; and
the agent entered into the transaction or agreement concerned on behalf of another person (in this section called the
the holder of the dealers licence had in operation at the time when that transaction or agreement was entered into arrangements that could reasonably be expected to ensure that any information in the possession of the holder or of any representative of the holder as a result of which the person in possession of the information would be prohibited by subsection
1002g (2) from entering into that transaction or agreement was not communicated to the agent and that no advice with respect to the transaction or agreement was given to the principal or to the agent by a person in possession of the information; and
(d) the information was not so communicated and no such advice was so given; and
•
the principal is not an associate of the holder or of any representative of the holder;
but nothing in this section affects the application of subsection 1002g (2) in relation to the principal.
“1002t. (1) In a prosecution of a person for an act or omission that is alleged to constitute a contravention of subsection 1002g (2) or (3), it is not necessary for the prosecution to prove the non-existence of facts or circumstances which, if they existed, would, by virtue of section 1002h, 1002j, 1002k, 1002l, 1002m, 1002n, 1002p, 1002q, 1002r or 1002s, preclude the act or omission from constituting a contravention of subsection 1002g (2) or (3), as the case may be, but it is a defence if the Court is satisfied that the facts or circumstances existed.
“(2) In a prosecution brought against a person for an offence against subsection 1002g (2) because the person entered into, or procured another person to enter into, a transaction or agreement at a time when certain information was in the first-mentioned person’s possession:
(a) it is a defence if the Court is satisfied that the information came into the first-mentioned person’s possession solely as a result of the information having been made known as mentioned in subparagraph 1002b (2) (b) (i); and
•
it is a defence if the Court is satisfied that the other party to the transaction or agreement knew, or ought reasonably to have known, of the information before entering into the transaction or agreement.
“(3) In a prosecution against a person for an offence against subsection 1002g (3) because the person communicated information, or caused information to be communicated, to another person:
(a) it is a defence if the Court is satisfied that the information came into the first-mentioned person’s possession solely as a result of the information having been made known as mentioned in subparagraph 1002b (2) (b) (i); and
•
it is a defence if the Court is satisfied that the other person knew, or ought reasonably to have known, of the information before the information was communicated.
“1002u. Where, in a proceeding instituted under this Law, the Court finds that a contravention of section 1002g has occurred, the Court may, in addition to any other orders that it may make under any other provision of this Law, make such order or orders as it thinks just, including, but without limiting the generality of the above, any one or more of the following orders:
(a) an order restraining the exercise of any voting or other rights attached to shares;
•
an order restraining the exercise of any rights attached to securities other than shares;
(c) an order restraining the issue or allotment of shares;
an order restraining the issue of securities other than shares;
an order restraining the acquisition or disposal of securities;
an order directing the disposal of securities;
• (g) an order vesting securities in the Commission;
•
• (h) an order cancelling an agreement for the acquisition or disposal of securities;
•
• (j) an order cancelling a securities licence;
•
• (k) for the purpose of securing compliance with any other order made under this section, an order directing a person to do or refrain from doing a specified act.”.
Omit “paragraph 1013 (1) (d)”, substitute “subsection 1013 (5)”.
Omit the section, substitute:
“1013. (1) Where:
•
a person (in this section called the
(b) the person knows, or ought reasonably to know, that:
•
• (i) the information is not generally available; and
•
• (ii) if the information were generally available, it might have a material effect on the price or value of those securities; and
(c) the insider (whether as principal or agent) in contravention of subsection 1002g (2):
(i) subscribes for, purchases or sells, or enters into an agreement to subscribe for, purchase or sell, any such securities; or
(ii) procures another person to subscribe for, purchase or sell, or to enter into an agreement to subscribe for, purchase or sell, any such securities;
the following subsections apply.
“(2) Where the insider subscribed for or agreed to subscribe for, or procured another person to subscribe for or to agree to subscribe for, the securities, the body corporate that issued the securities may, by action under section 1005 against the insider, the other person or any other person involved in the contravention, recover, as a loss suffered by the body corporate, the amount (if any) by which the price at which the securities were subscribed for, or agreed to be subscribed for, by the insider or the other person was less than the price at which they would have been likely to have been sold in a sale made at the time of the subscription or the time of the agreement, as the case may be, if the information had been generally available.
“(3) Where the insider purchased or agreed to purchase, or procured another person to purchase or to agree to purchase, the securities from a person (in this subsection and subsection (5) called the
“(4) Where the insider sold or agreed to sell, or procured another person to sell or to agree to sell, the securities to a person (in this subsection and subsection (5) called the
“(5) In addition to any action that may be brought by a person as provided by subsection (3) or (4), the body corporate may, in the case
of a purchase or sale of, or an agreement to purchase or sell, securities by the insider or another person in the circumstances mentioned in that subsection, by action under section 1005 against the insider, the other person or any other person involved in the contravention, recover:
(a) in the case of a purchase or agreement to purchase securities— the amount (if any) by which the price at which the securities were purchased, or agreed to be purchased, by the insider or other person from the seller was less than the price at which they were likely to have been purchased in a purchase made at the time of the first-mentioned purchase or the time of the agreement, as the case may be, if the information had been generally available; or
•
in the case of a sale or an agreement to sell securities—the amount (if any) by which the price at which the securities were sold, or agreed to be sold, by the insider or other person to the buyer was greater than the price at which they would have been likely to have been sold at the time of the first-mentioned sale or the time of the agreement, as the case may be, if the information had been generally available.
“(6) The Commission may, if it considers that it is in the public interest to do so, bring an action in accordance with subsection (2) or (5) in the name of, and for the benefit of, a body corporate for the recovery of an amount that the body is entitled to recover by virtue of that subsection.
“(7) In an action brought against a person in accordance with this section because the person entered into, or procured another person to enter into, a transaction or agreement at a time when certain information was in the first-mentioned person’s possession, it is a defence if the Court is satisfied that the information came into the first-mentioned person’s possession solely as a result of the information having been made known as mentioned in subparagraph 1002b (2) (b) (i).
“(8) Where:
(a) a body corporate that is the management company in relation to a deed relating to prescribed interests; or
•
the Commission in the name of, and for the benefit of, such a body corporate;
brings an action:
(c) in accordance with subsection (2) in respect of a subscription for, or an agreement to subscribe for, any such prescribed interests; or
•
in accordance with subsection (5) in respect of a purchase or sale of, or an agreement to purchase or sell, any such prescribed interests;
any amount recovered in the action is to be held by the body corporate on behalf of the persons who, at the time of the subscription or agreement referred to in paragraph (c) or the sale, purchase or agreement referred to in paragraph (d), as the case may be, had rights or interests in the relevant financial or business undertaking or scheme, common enterprise, investment contract or time-sharing scheme, and is to be held on their behalf in the respective proportions that, at that time, their individual rights or interests bore to the total of all those rights or interests.
“(9) Any right of action that a person has by virtue of this section is in addition to any right that any other person has under section 1005.”.
“Section 1002:Penalty: $20,000 or imprisonment for 5 years, or both.”, substitute:“Section 1002g:Omit:
Penalty: $200,000 or imprisonment for 5 years, or both.”.
SCHEDULE 5 Section 6
TECHNICAL AMENDMENTS OF THE CORPORATIONS LAW
Omit “and” (last occurring), substitute “or”.
After “Board” insert “established by section 202 of the
Omit the definition and re-insert it immediately before the definition of “Chapter 8 obligation”.
Omit “Act or the company law of a State or Territory”, substitute “Law”.
Omit “telephonic”, substitute “telephonic,”.
Omit the definition.
After “subsection” insert “129 (4),”.
Omit “, 125 (1) or (4) or 153 (1) or (7)”, substitute “or 125 (1) or (4)”.
Omit “113,”.
Omit the subsection.
Repeal the section.
Repeal the section.
Omit “this Act”, substitute “Division 3 of Part 2.2, as the case requires”.
Omit the subsection.
Omit “The statement shall”, substitute “If subsection (9) applies, the statement must also”.
Omit “subsection”, substitute “Division”.
Omit “Act”, substitute “Law”.
Omit “Act”, substitute “Law”.
Omit “Act”, substitute “Law”.
Omit “Act”, substitute “Law”.
Omit “Act”, substitute “Law”.
Omit “Act”, substitute “Law”.
Omit “Act”, substitute “Law”.
Omit “Act”, substitute “Law”.
Omit “, or of a regulation made for the purposes of subsection 748 (1) or (2),”.
Omit “(2)”, substitute “(3)”.
Omit “that”.
Omit “300”, substitute “230”.
Omit “within the Territory”, substitute “in Australia”.
SCHEDULE 6 Section 9
COMMENCEMENT AND APPLICATION OF CERTAIN CHANGES
TO THE CORPORATIONS LAW
Insert:
“ Division 1 —Changes resulting from the Corporations Legislation Amendment Act 1991
“1363. The following provisions of this Law, as in force immediately after the commencement of section 6 of the
(a) paragraph 8 (5) (c);
paragraph (a) of the definition of ‘company’ in section 9;
the definition of ‘prescribed interest’ in section 9;
•
(d) paragraph (c) of the definition of ‘proprietary company’ in section 9;
•
• (e) paragraph 66 (3) (ba);
•
(f) paragraph 66a (4) (c);
•
(g) section 68a;
•
(h) subsection 186 (2);
•
(i) subsections 219 (2a), (3), (4) and (5);
•
(j) section 276a;
•
(k) subsections 362 (3a), (4), (5) and (6).
“1364. (1) Parts 3.6 and 3.7, as in force after the commencement of section 7 of the
(a) the first financial year of the company that ends on or after 31 December 1991; and
(b) each later financial year of the company.
“(2) Parts 3.6 and 3.7, as in force before that commencement, continue to apply in relation to a company in relation to a financial year of the company that ended before 31 December 1991.”.
SCHEDULE 7 Section 11
AMENDMENTS OF THE AUSTRALIAN SECURITIES COMMISSION ACT 1989
Omit “the Australian Capital”, substitute “a”.
Omit the definition.
Omit “Review”, substitute “Standards”.
After “corresponding” insert “previous”.
Omit “Review”, substitute “Standards”.
Omit “Review” (wherever occurring), substitute “Standards”.
Insert:
“
Insert:
“(ba) in the case of an appointment to act in a vacant office—the appointee must not continue to act in the office for more than 12 months;”.
After “Law” (wherever occurring) insert “of this jurisdiction”.
After “Law” insert “of this jurisdiction”.
After “Law” insert “of this jurisdiction”.
Add at the end “or that Act as it applies as a law of this jurisdiction”.
“(1a) For the purposes of a national scheme law of this jurisdiction:Omit the subsection, substitute:
(a) an offence under Part III of the
Crimes Act 1914 as it applies in relation to an examination or hearing is taken to be an offence against this section; and
•
an offence under Part III of the
Omit “34a of the
Omit
“ securities and ” .
Repeal the section, substitute:
“128. Where:
(a) because of being, or having at any time been, or acting as, or having at any time acted as, a member or staff member; or
because of being, or having at any time been, a Commission delegate; or
in the course of assisting, or because of assisting, or having at any time assisted, a Commission delegate;
a person has acquired information that is not generally available but that, if it were, would be likely to affect materially the price for dealing in a futures contract, the person must not deal in, or procure another person to deal in, that futures contract or a futures contract of the same kind as that futures contract.
Penalty: $20,000 or imprisonment for 5 years, or both.”.
Omit the subsection, substitute:
“(1) A person who contravenes section 128 is liable to compensate any other party to the transaction for any loss sustained by that party because of any difference between the price at which the dealing in the futures contract took place and the price at which it would be likely to have taken place if the information had been generally available.”.
Omit “Review”, substitute “Standards”.
Add at the end:
“(2) The Panel has power to do acts in the Capital Territory in the performance or exercise of any function or power expressed to be conferred on the Panel by a national scheme law of another jurisdiction.”.
Before “Accountants” insert “Certified Practising”.
Add at the end:
“(2) The Disciplinary Board has power to do acts in the Capital Territory in the performance or exercise of any function or power expressed to be conferred on the Disciplinary Board by a national scheme law of another jurisdiction.”.
No. 109, 1989, as amended. For previous amendments, see No. 110, 1990.
2. No. 90, 1989, as amended. For previous amendments, see Nos. 41 and 110, 1990.
•
No. 93, 1981, as amended. For previous amendments, see No. 18, 1983; No. 154, 1986; and No. 110, 1990.
1. On the commencement of section 4 of this Act, headings of sections of the
Corporations Act 1989 are altered as follows:
(a) the heading to section 9 is altered by omitting all the words before
“not” and substituting“Certain laws” ; and
•
the heading to section 53 is altered by adding
(a) the heading to section 62 is altered by omitting
“bodies corporate” and substituting“entities” ; and
•
the heading to section 302 is altered by omitting
(c) the heading to section 304 is altered by omitting
“other than group holding company” and substituting“that is not a chief entity” ; and
the heading to section 305 is altered by omitting
the heading to section 312 is altered by omitting
(g) the heading to section 409 is omitted and the following heading is substituted:
[
House of Representatives on 29 May 1991
Printed by Authority by the Commonwealth Government Printer (53/91)
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