Corporations Regulations 1990 (Cth)

Corporations Regulations 1990

Statutory Rules 1990 No. 455 as amended

made under the

Corporations Act 1989

This compilation was prepared on 8 August 2001

taking into account amendments up to SR 2001 No. 193

[Note:

This Statutory Rule was repealed by SR 2001 No. 193.

For savings provisions see Corporations Act 2001, s. 1380]

Prepared by the Office of Legislative Drafting,

Attorney-General’s Department, Canberra

Contents

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Chapter 1Introductory

Part 1.0Miscellaneous

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Part 1.1Prescribed amounts

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Part 1.2Interpretation

Division 1Share ratio contracts

Subdivision APreliminary

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Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to share ratio contracts
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Subdivision CApplication of Chapter 8 of the Corporations Law to share ratio contracts
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Subdivision DMiscellaneous

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Division 2Deliverable bond futures contracts

Subdivision APreliminary

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Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to deliverable bond futures contracts
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Subdivision CApplication of Chapter 8 of the Corporations Law to deliverable bond futures contracts
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Subdivision DModifications of the Corporations Law applying in relation to deliverable bond futures contracts
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Division 3Futures options over deliverable bond futures contracts

Subdivision APreliminary

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Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to futures options over deliverable bond futures contracts
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Subdivision CApplication of Chapter 8 of the Corporations Law to futures options over deliverable bond futures contracts
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Division 4Deliverable share futures contracts

Subdivision APreliminary

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Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to deliverable share futures contracts
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Subdivision CApplication of Chapter 8 of the Corporations Law to deliverable share futures contracts
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Subdivision DModifications of the Corporations Law applying in relation to deliverable share futures contracts
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Division 5Futures options over deliverable share futures contracts

Subdivision APreliminary

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Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to futures options over deliverable share futures contracts
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Subdivision CApplication of Chapter 8 of the Corporations Law to futures options over deliverable share futures contracts
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Subdivision DModifications of the Corporations Law applying in relation to futures options over deliverable share futures contracts
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Part 1.2ADisclosing entities

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Chapter 2BBasic features of a company

Part 2B.6Names

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Chapter 2CRegisters

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Chapter 2DOfficers

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Chapter 2KCharges

Part 2K.2Registration

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Chapter 2MFinancial reports and audit

Part 2M.3Financial reporting

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Part 2M.4Auditor

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Part 2M.6Modification of the operation of Chapter 2M of the Corporations Law
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Chapter 5BBodies corporate registered as companies, and registrable bodies

Part 5B.2Registrable bodies

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Part 5B.3Names of registrable Australian bodies and foreign companies
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Chapter 5CManaged investment schemes

Part 5C.1Registration of managed investment schemes
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Part 5C.2The responsible entity

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Part 5C.4The compliance plan

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Part 5C.5The compliance committee

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Part 5C.9Winding up

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Part 5C.11Exemptions and modifications

Division 1Exemptions

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Division 2Modifications

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Chapter 5External administration

Part 5.1Arrangements and reconstructions

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Part 5.2Receivers, and other controllers, of corporations
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Part 5.3AAdministration of a company’s affairs with a view to executing a deed of company arrangement
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Part 5.4Winding up in insolvency

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Part 5.6Winding up generally

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Chapter 6Takeovers

Part 6.2Exceptions to the prohibition

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Part 6.10Review and intervention

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Chapter 6DFundraising

Part 6D.2Disclosure to investors about securities
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Chapter 7Securities

Part 7.1Interpretation

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Part 7.2Securities Exchanges

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Part 7.3Participants in the securities industry

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Part 7.4Conduct of securities business

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Part 7.5Dealer’s account and audit

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Part 7.6Money and scrip of dealer’s clients

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Part 7.7Registers of interests in securities

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Part 7.10The National Guarantee Fund

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Part 7.11Conduct in relation to securities

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Part 7.13Title to, and transfer of, securities

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Part 7.14Miscellaneous

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Chapter 8The futures industry

Part 8.1Interpretation

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Part 8.2Futures exchanges, clearing houses and futures associations
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Part 8.3Participants in the futures industry

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Part 8.4Conduct of futures business

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Part 8.6Fidelity funds

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Part 8.7Offences

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Chapter 9Miscellaneous

Part 9.1Registers and registration of documents

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Part 9.2Registration of auditors and liquidators

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Part 9.4Penalty notice offences and penalties

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Part 9.4ARegister and index

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Part 9.5Delegation of powers and functions under the Corporations Law
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Part 9.11Changes resulting from the Managed Investments Act 1998
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Chapter 10National Scheme provisions

Part 10.1Transfer of registration

Division 1Transfer of incorporation of recognised companies to this jurisdiction (Corporations Law, ss 1362B (1) and (2))
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Division 2Transfer of incorporation of companies to other jurisdictions (Corporations Law, s 1362B (3))
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Chapter 11Modification of the Co‑operative Scheme Acts
Part 11.1Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980
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Chapter 12Financial sector reform

Part 12.1Preliminary

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Part 12.2Transitional matters — general

Division 1Modifications of Corporations Law

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Division 2Other matters

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Part 12.3Registration of transferring financial institutions
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Part 12.4Notice of meetings of certain bodies corporate
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Part 12.5Determinations and declarations in relation to certain instruments
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Part 12.6Financial reporting by certain bodies corporate
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Part 12.7Other disclosure

Division 1Preliminary

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Division 2Continued application of certain provisions
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Part 12.8Shares in certain bodies corporate

Division 1Preliminary

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Division 2Member shares

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Division 3Certain shares in transferring building societies and credit unions
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Part 12.9Winding up and deregistration of certain transferring financial institutions
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Chapter 1Introductory

Part 1.0Miscellaneous

1.0.01Name of Regulations [see Note 1]

These Regulations are the Corporations Regulations 1990.

1.0.02Interpretation

(1)In these Regulations, unless the contrary intention appears:
ABN (Australian Business Number) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.
agent means a person appointed under subsection 601CG (1) of the Corporations Law or under a previous corresponding law of the jurisdiction.
approved form, in relation to a provision of the Corporations Law or of these regulations, means the form that is approved under paragraph 350 (b) of the Law for the first-mentioned provision.
benefit fund has the meaning given by section 16B of the Life Insurance Act 1995.
financial business means a business that:
(a)
consists of, or includes, the provision of financial services; or
(b)
relates wholly or partly to the provision of financial services.
form means an approved form or a prescribed form.
friendly society has the meaning given by section 16C of the Life Insurance Act 1995.
registration number means:
(a)
in relation to a company — the number allotted to the company under paragraph 118 (1) (a) or 601BD (1) (a) of the Corporations Law or subregulation 10.1.04 (2); or
(b)
in relation to a registered body — the number allotted to it under section 601CB or 601CE of the Corporations Law; or
(c)
in relation to an auditor or a liquidator (including an official liquidator or a liquidator of a specified body corporate) — the number allotted to a person on registration of that person as an auditor or a liquidator.
superannuation scheme means a complying superannuation fund within the meaning of section 267 of the Income Tax Assessment Act 1936.
trustee in relation to a superannuation scheme, includes a person responsible for the administration and management of the scheme.
(3)In these regulations, a reference to a form by number is a reference to the form so numbered in Schedule 2.

1.0.03Approved and prescribed forms

(1) A form in Schedule 2 mentioned in an item in column 4 of Schedule 1 is prescribed for the provision of the Corporations Law, or of these regulations, that is specified in the item in column 2.
(2) In a form, unless the contrary intention appears, a reference to a Chapter, Part, Division, section, subsection, paragraph or subparagraph is a reference to that Chapter, Part, Division, section, subsection, paragraph or subparagraph of the Corporations Law.

1.0.04Directions and instructions in forms

A form must be completed in accordance with the directions and instructions specified in the form.

1.0.05Documents and information required by forms

(1) If a form requires:
(a)
the lodging of a document; or
(b)
the giving of information:
(i)
by completing the form in the prescribed manner; or
(ii)
by supplying or completing another document;
the document or information is taken to be the document or information required for the provision of the Corporations Law or of these regulations for which the form is approved under paragraph 350 (b) of the Law or included in Schedule 2.
(2) If the Corporations Law requires particulars to be provided by the giving of information in a form, the particulars included in the form are taken to be the particulars required:
(a)
if the form is an approved form — for the provision of the Law, except section 348 or 349, for which the form is approved under paragraph 350 (b) of the Law; and
(b)
if the form is a prescribed form — for the provision of the Law for which the form is included in Schedule 2.

1.0.06Annexures accompanying forms

(1) In this regulation, annexure includes a document that is with a form.
(2) An annexure to a form must:
(a)
have an identifying mark; and
(b)
be endorsed with the words:
“This is the annexure of (insert the number of pages) pages marked (insert an identifying mark) referred to in the (insert a description of the form) signed by (insert ‘me’ or ‘us’) and dated (insert the date of signing)”; and
(c)
be signed by each person signing the form to which the document is annexed.
(3) The pages in an annexure must be numbered consecutively.
(4) If a form has a document annexed, the following particulars of the annexure must be written on the form:
(a)
the identifying mark; and
(b)
the number of pages.

1.0.07General requirements for documents

Unless ASIC otherwise approves, a document to be lodged must:
(a)
be on white or light pastel colour paper:
(i)
of international A4 size; and
(ii)
of medium weight and good quality; and
(b)
be clearly printed or written in black or dark blue in a manner that is permanent and will make possible a reproduction, by photographic, computerised or other electronic means that is satisfactory to ASIC; and
(c)
not be a carbon copy or a copy reproduced by any spirit duplication method; and
(d)
subject to paragraph (h), have margins of not less than 10 millimetres on all sides; and
(e)
if it comprises 2 or more sheets, be fastened together securely in the top left-hand corner; and
(f)
display on the first page of the document or, if the document is a single sheet, on that sheet:
(i)
the ACN, ARBN or ARSN of the corporation or managed investment scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, ARBN or ARSN — its ABN; and
(ii)
the name of the corporation or managed investment scheme; and
(iii)
the title of the document; and
(iv)
the section number of the Corporations Law under which the document is being lodged; and
(g)
have the following information at the top left-hand of the first sheet:
(i)
registered agent number (if any); and
(ii)
lodging party or agent name; and
(iii)
address; and
(iv)
telephone number; and
(v)
facsimile number (if any); and
(vi)
DX number and applicable suburb or city (if any); and
(h)
at the top right-hand of the first sheet, have a blank space that measures 35 millimetres from the top of the page and 65 millimetres from the right-hand side of the page; and
(j)
if the document is a form relating to a no liability company, be completed by inserting the words “No Liability” in place of the word “Limited”; and
(k)
in the case of an unlimited company, have the word “Limited” omitted; and
(l)
if the document contains maps or charts on which areas have been distinguished by colour, also distinguish those areas by hatching, numbering or lettering.

1.0.08Information to accompany financial documents lodged for financial years

A document lodged under subsection 319 (1) of the Corporations Law for a financial year must be accompanied by the approved form setting out the following information:
(a)
if the disclosing entity is a company:
(i)
the ACN of the company or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, the ABN of the company; and
(ii)
the dates on which the financial year to which the document relates begins and ends; and
(iii)
a statement of certification in accordance with regulation 1.0.16; or
(b)
if the disclosing entity is a body (other than a company):
(i)
the ARBN of the body or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARBN, the ABN of the body; and
(ii)
the dates on which the financial year to which the document relates begins and ends; and
(iii)
a statement of certification in accordance with regulation 1.0.16; or
(c)
if the disclosing entity is a registered scheme:
(i)
the ARSN of the scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARSN, the ABN of the scheme; and
(ii)
the dates of the beginning and end of the half‑year to which the document relates; and
(iii)
the name of the responsible entity of the scheme and the name of the scheme; and
(iv)
a statement of certification in accordance with regulation 1.0.16.

1.0.09Information to accompany financial documents etc lodged for half-years

A document lodged under section 320 of the Corporations Law for a half-year must be accompanied by the approved form setting out the following information:
(a)
if the disclosing entity is a company:
(i)
the ACN of the company or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN, the ABN of the company; and
(ii)
the dates on which the half-year to which the document relates begins and ends; and
(iii)
a statement of certification in accordance with regulation 1.0.16; or
(b)
if the disclosing entity is a body (other than a company):
(i)
the ARBN of the body or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARBN, the ABN of the body; and
(ii)
the dates on which the half-year to which the document relates begins and ends; and
(iii)
a statement of certification in accordance with regulation 1.0.16; or
(c)
if the disclosing entity is a registered scheme:
(i)
the ARSN of the scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARSN, the ABN of the scheme; and
(ii)
the dates of the beginning and end of the half‑years to which the document relates; and
(iii)
the name of the responsible entity of the scheme and the name of the scheme; and
(iv)
a statement of certification in accordance with regulation 1.0.16.

1.0.10Continuous disclosure notices

A document lodged under section 1001B of the Corporations Law must be accompanied by Form 1003 setting out the following information:
(a)
if the disclosing entity is a body:
(i)
the ACN or ARBN of the body or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN or ARBN, the ABN of the body; and
(ii)
a statement of certification in accordance with regulation 1.0.16; or
(b)
if the disclosing entity is a registered scheme:
(i)
the ARSN of the scheme or, if the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARSN, the ABN of the scheme; and
(ii)
the name of the responsible entity of the scheme and the name of the scheme; and
(iii)
a statement of certification in accordance with regulation 1.0.16.

1.0.11Certain documents to be signed by personal representatives etc

Unless these regulations state otherwise, a document relating to a corporation that is a proprietary company to which section 224A of the Corporations Law applies that does not have a director or secretary must be signed by the personal representative or trustee mentioned in that section.

1.0.12Form of notice of resolution

A copy of a resolution lodged under subsection 136 (5), 157 (2), 162 (3), 238 (1A), 246F (3), 254H (4), 254N (2), 256C (3), 260B (7), 461 (2), 491 (2), 506 (1B), 507 (11) or 510 (1A) of the Corporations Law must be set out in, or annexed to, a notice in accordance with
the approved form.

1.0.13Time for lodging documents

If:
(a)
a document must be lodged; and
(b)
the period within which the document must be lodged is not prescribed;
the document must be lodged:
(c)
if paragraph (d) does not apply — within one month; or
(d)
if the document is to be lodged by a foreign company and ASIC allows a further period because of special circumstances — that further period;
after the happening of the event to which the document relates.

1.0.14Address of registered office or place of business

If notice must be given under these regulations of:
(a)
the address of an office or a proposed office; or
(b)
the address of a place of business;
of a corporation or a person, the notice must include:
(c)
if applicable, the number of the room in which; and
(d)
if applicable, the number of the floor or level on which; and
(e)
the place in Australia in which;
the office or place of business is, or is to be, situated.

1.0.15Affidavits and statements in writing

(1) An affidavit or statement in writing must be sworn or made, on behalf of a corporation, by a director or a secretary of the corporation.
(2) If an affidavit is sworn outside Australia, the affidavit is sufficient if it appears to be sworn in accordance with the requirements of the law of that place.

1.0.16Certification and verification of certain documents

A document relating to a corporation or managed investment scheme that is to be certified or verified must be certified or verified in the approved form and signed by:
(a)
a director or secretary of the corporation, or of the responsible entity of the scheme, who resides in Australia or an external territory; or
(b)
an agent of the corporation or entity or, if the agent is a company, a director or secretary of the company who resides in Australia or an external territory.

1.0.17Documents signed or sworn in accordance with the rules

A document that is signed, or an affidavit or statement that is sworn or made, in accordance with the rules is taken to have been:
(a)
signed in accordance with regulation 1.0.11; or
(b)
sworn or made in accordance with regulation 1.0.15;
as the case requires.

1.0.18Prescribed provisions (Corporations Law s 53)

For the purposes of section 53 of the Corporations Law, the following provisions of that law are prescribed:
(a)
section 657A;
(b)
paragraph (c) of the definition of associate in section 9.

1.0.19Corresponding law

(1) For the purposes of subparagraph 58 (4) (a) (ii) of the Corporations Law, subsection 37 (1A) of the Securities Industry Act 1980 is declared to be a provision of a previous law that corresponds to subsection 771 (1) of the Corporations Law.
(2) For the purposes of subparagraph 58 (4) (a) (ii) of the Corporations Law, subsection 45 (2) of the Futures Industry Act 1986 is declared to be a provision of a previous law that corresponds to subsection 1127 (1) of the Corporations Law.

1.0.20Copies of orders to be lodged

A person who obtains an order of the Court under or for the purposes of:
(c)
subsection 266 (4); or
(d)
section 274; or
(e)
section 484; or
(f)
section 583; or
(g)
section 585; or
(h)
section 601ND; or
(ha)
subsection 1457 (2); or

(j)
section 1322;
of the Corporations Law, must lodge an office copy of the order with ASIC.

1.0.21Identification of lodged orders

If an order or copy of an order of a court is lodged with ASIC, it must be accompanied by a cover page in Form 105 identifying the legislative provision or other law under which the order was made and the nature of the order.

1.0.22Modification of Securities Industry Act 1980

For the purposes of section 79 of the Corporations Act 1989, section 36B of the Securities Industry Act 1980 is modified by adding at the end:
“(4)
Subsection (1) does not prevent the Exchange from transferring its place of incorporation in accordance with section 1362B of the Corporations Law.”.

Part 1.1Prescribed amounts

1.1.01Prescribed amounts

The amount specified in an item in column 3 of Schedule 4 is prescribed in relation to the matter specified in the item in column 2.

Part 1.2Interpretation

Division 1Share ratio contracts

Subdivision APreliminary

1.2.01What is a share ratio contract?

(1) For the purposes of this Part, a share ratio contract is an agreement under which:
(a)
a particular person will be under an obligation to pay, or will have a right to receive, an amount of money; and
(b)
whether the obligation or right exists will depend on a state of affairs at a future time, where:
(i)
the future time is worked out in accordance with the agreement; and
(ii)
the state of affairs includes, in particular, a state of affairs relating to fluctuations in the relevant ratio; and
(c)
the amount will be calculated in a manner specified in accordance with the agreement by reference to that state of affairs;
whether or not the agreement:
(d)
has any other effect; or
(e)
may be varied or discharged before that future time.
(2) For the purposes of subparagraph (1) (b) (ii), a relevant ratio is worked out in accordance with the ratio:
where:
P is the price or value of a particular share listed for quotation on the Exchange, expressed in cents; and
N is the relevant level of 1 of the following indexes expressed as a number:
(a)
the Australian Stock Exchange All Ordinaries Share Price Index;
(b)
the Australian Stock Exchange Fifty Leaders Share Price Index;
(c)
the Australian Stock Exchange Twenty Leaders Share Price Index;
(d)
the Australian Stock Exchange All Industrials Share Price Index;
(e)
the Australian Stock Exchange All Resources Share Price Index;
(f)
the Australian Stock Exchange Gold Share Price Index.

Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to share ratio contracts

1.2.02Relevant agreements — paragraph 92A (1) (b) of the Corporations Law

A share ratio contract is prescribed for the purposes of paragraph 92A (1) (b) of the Corporations Law.

1.2.03Application of Chapter 7 of the Corporations Law

(1) Subject to subregulation (2) and regulations 1.2.04, 1.2.05 and 1.2.06, Chapter 7 of the Corporations Law applies to share ratio contracts as if:
(a)
the contracts were securities; and
(b)
a reference to the sale of securities by a person were a reference to the disposal by the person of a share ratio contract; and
(c)
a reference to the purchase of securities by a person were a reference to the person:
(i)
entering into; or
(ii)
taking an assignment of;
a share ratio contract (whether or not on behalf of another person).
Note This subregulation is made under subsection 92A (2) of the Corporations Law.
(2) For the purposes of paragraph (1) (b), a person disposes of a share ratio contract if the person takes, or causes to be taken, action that closes out the share ratio contract (whether the action is taken on behalf of that person or of another person).
(3) In this regulation:
bought position, in relation to a share ratio contract, means the position where, under the contract, a person has:
(a)
if the value of the contract at a particular future time is less, by a particular amount, than the value of the contract at a particular earlier time — an obligation to pay that amount; and
(b)
if the value of the contract at a particular future time is greater, by a particular amount, than the value of the contract at a particular earlier time — a right to receive that amount.
close out, in relation to a share ratio contract, means:
(a)
discharge the obligations of the person in the bought position, or sold position, under the share ratio contract as a result of the matching up of the share ratio contract with a share ratio contract of the same kind under which the person has assumed an offsetting sold position, or offsetting bought position, as the case may be; or
(b)
otherwise discharge the obligations of a party to the share ratio contract.
sold position, in relation to a share ratio contract, means the position where, under the contract, a person has:
(a)
if the value of the contract at a particular future time is greater, by a particular amount, than the value of the contract at a particular earlier time — an obligation to pay that amount; and
(b)
if the value of the contract at a particular future time is less, by a particular amount, than the value of the contract at a particular earlier time — a right to receive that amount.

1.2.04Application of Division 2A of Part 7.11 of the Corporations Law to share ratio contracts

Division 2A of Part 7.11 of the Corporations Law applies to a share ratio contract as if:
(a)
the definition of securities were omitted from subsection 1002A (1) of the Law; and
(b)
the contract were securities of a body corporate, where the shares of that body corporate are the shares to which the contract relates.

1.2.05Application of certain provisions of Chapter 7 of the Corporations Law to share ratio contracts

Sections 997, 1001 and 1013 of the Corporations Law apply to a share ratio contract as if the contract were securities of a body corporate, where the shares of that body corporate are the shares to which the contract relates.

1.2.06Application of Chapters 6D and 7 of the Corporations Law

(1)
Chapter 6D of the Corporations Law does not apply to a share ratio contract.
(2)
The following provisions of Chapter 7 of the Corporations Law do not apply to a share ratio contract:
(a)
sections 775, 842, 843 and 844;
(b)
Division 2 of Part 7.4;
(c)
Part 7.13.

1.2.07Restrictions on dealers in share ratio contracts

(1) In this regulation and in regulation 1.2.08:
deal, in relation to share ratio contracts, has the meaning that it has under section 9 of the Corporations Law as if the contracts were securities.
(2) The holder of a dealers licence may deal in a share ratio contract on behalf of another person only if:
(a)
the holder:
(i)
is a member of the Exchange; or
(ii)
holds a futures brokers licence; or
(b)
ASIC approves, in writing, the holder to deal in those contracts; or
(c)
subject to regulation 1.2.09, regulation 8.3.02 applies to the dealing in the contract.
Note The termsdealers licence and futures brokers licence are defined in section 9 of the Corporations Law.

1.2.08Restrictions on securities licensees in providing investment advice in relation to share ratio contracts

The holder of a securities licence may:
(a)
carry on an investment advice business in relation to a share ratio contract; or
(b)
hold himself or herself out as an investment adviser in relation to a share ratio contract;
only if:
(c)
the holder:
(i)
is a member of the Exchange; or
(ii)
holds a futures brokers licence or futures advisers licence; or
(d)
ASIC approves, in writing, the holder to carry on that business, or hold himself or herself out as an investment adviser, in relation to that contract; or
(e)
subject to regulation 1.2.09, regulation 8.3.02 applies to the dealing in the contract to which the business, or the holding out as an adviser, relates.
Note The termsfutures advisers licence, futures brokers licence, investment advice business, investment adviser and securities licence are defined in section 9 of the Corporations Law.

Subdivision CApplication of Chapter 8 of the Corporations Law to share ratio contracts

1.2.09Application of Part 8.3 for certain purposes

For the purposes of paragraphs 1.2.07 (2) (c) and 1.2.08 (e), Part 8.3 of the Corporations Law is taken to apply to a dealing in a share ratio contract, being a dealing of a kind mentioned in either of those paragraphs, as if a reference to a futures brokers licence in subparagraph 8.3.02 (2) (a) (ii), (d) (iv), (e) (iii) or (f) (ii) of these regulations were a reference to a dealers licence.
Note The termsdealers licence and futures brokers licence are defined in section 9 of the Corporations Law.

1.2.10 Application of Chapter 8 of the Corporations Law

(1)
Chapter 8 of the Corporations Law, other than the following provisions of that Chapter, does not apply to a share ratio contract:
(a)
subject to subregulation (2) — sections 1137, 1138, 1205 to 1208 and 1210;
(b)
Part 8.7 (except sections 1258 and 1267).
Note This subregulation is made under subsection 92A (2) of the Corporations Law.
(2) For the purposes of paragraph (1) (a):
(a)
section 1207 applies as if paragraph 1207 (1) (a) were omitted; and
(b)
section 1210 applies as if the words “in the prescribed form” (in subparagraph 1210 (a) (iii)) were omitted.
(3) The provisions of Chapter 8 of the Corporations Law specified in paragraphs (1) (a) and (b) apply to a dealing in a share ratio contract as if:
(a)
a reference to a futures advice business were a reference to an investment advice business; and
(b)
a reference to a futures broker were a reference to a dealer; and
(c)
a reference to a futures exchange were a reference to a local stock exchange or an approved securities organisation; and
(d)
a reference to a futures market were a reference to a stock market; and
(e)
a reference to a clearing house for a futures market or a futures exchange were a reference to a body corporate that provides facilities for the registration of share ratio contracts acquired, or disposed of, on a stock market of a securities exchange.

Subdivision DMiscellaneous

1.2.11Subsection 93 (7) of the Corporations Law not to apply in certain circumstances

Subsection 93 (7) of the Corporations Law does not apply, in relation to a share ratio contract, to a person who does an act that constitutes, or does acts that together constitute, a dealing in the contract.
Note This regulation is made under subsection 92A (2) of the Corporations Law.

Division 2Deliverable bond futures contracts

Subdivision APreliminary

1.2.12What is a deliverable bond futures contract?

(1) For the purposes of this Division, a deliverable bond futures contract is a standardised agreement under which a person has a Chapter 8 obligation to transfer, or to accept a transfer of, a particular quantity of 3 year, or 10 year, Treasury bonds or a chose in action representing the bonds:
(a)
at a particular future time; and
(b)
for a particular price, or a price to be calculated in a particular manner.
(2) An agreement is a deliverable bond futures contract:
(a)
whether or not the subject matter of the agreement is in existence; and
(b)
whether or not the agreement has any other effect; and
(c)
whether or not the agreement is capable of being varied or discharged before that future time; and
(d)
where it appears likely at the time the agreement is entered into, having regard to all relevant circumstances (other than the respective intentions of the person in the sold position, and the person in the bought position, under the agreement), that:
(i)
the Chapter 8 obligation of the person in the sold position under the agreement to transfer bonds in accordance with that agreement will be discharged otherwise than by the person effecting the transfer; or
(ii)
the Chapter 8 obligation of the person in the bought position under the agreement to accept transfer of the bonds in accordance with that agreement will be discharged otherwise than by the person accepting the transfer; or
(iii)
the person in the sold position, or bought position, under the agreement will assume an offsetting bought position, or offsetting sold position, as the case may be, under another agreement of the same kind; and
(e)
whether the Chapter 8 obligation of a person in the sold position under the agreement to transfer bonds in accordance with that agreement is discharged by that person, or another person, effecting the transfer; and
(f)
whether or not the Chapter 8 obligation referred to in paragraph (e) is discharged by the novation of a chose in action; and
(g)
whether or not a person in the bought position under the agreement receives a proprietary interest in a particular bond.

Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to deliverable bond futures contracts

1.2.13Prescribed Chapter 8 agreement

A deliverable bond futures contract is prescribed for the purposes of paragraph 72A (1) (b) of the Corporations Law.

1.2.14Application of Chapters 6D and 7 of the Corporations Law

Chapters 6D and 7 of the Corporations Law do not apply to a deliverable bond futures contract.

Subdivision CApplication of Chapter 8 of the Corporations Law to deliverable bond futures contracts

1.2.15Application of Chapter 8 of the Corporations Law

(1) Subject to subregulation (2), Chapter 8 of the Corporations Law applies in relation to a deliverable bond futures contract as if it were a futures contract.
(2) Where a member of the Reserve Bank Information and Transfer System (known as RITS) transfers bonds which are the subject of a deliverable bond futures contract then, for the purposes of that transfer, Part 8.3 and sections 1206, 1207, 1209, 1210, 1234 and 1235 of the Corporations Law do not apply to that member.

Subdivision DModifications of the Corporations Law applying in relation to deliverable bond futures contracts

1.2.16Modification of section 9 of the Corporations Law

Section 9 of the Corporations Law is modified in relation to its application to deliverable bond futures contracts:
(a)
by omitting the definition of bought position and substituting:
“bought position, in relation to a deliverable bond futures contract, means the position where, under the contract, a person has a Chapter 8 obligation to accept a transfer of a particular quantity of 3 year, or 10 year, Treasury bonds, or a chose in action representing the bonds, in accordance with the contract;”; and
(b)
by omitting the definition of sold position and substituting:
“sold position, in relation to a deliverable bond futures contract, means the position where, under the contract, a person has a Chapter 8 obligation to transfer a particular quantity of 3 year, or 10 year, Treasury bonds, or a chose in action representing the bonds, in accordance with the contract;”.
Note For the definitions of other terms used in this Division, see section 9 of the Corporations Law.

Division 3Futures options over deliverable bond futures contracts

Subdivision APreliminary

1.2.17What is a futures option over a deliverable bond futures contract?

For the purposes of this Division:
(a)
a futures option over a deliverable bond futures contract is an option, or a Chapter 8 right, to assume a bought position, or a sold position, in relation to the contract:
(i)
at a specified price or value; and
(ii)
within a specified period; and
(b)
deliverable bond futures contract has the same meaning as in Division 2 of this Part.

Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to futures options over deliverable bond futures contracts

1.2.18Prescribed Chapter 8 agreement

A futures option over a deliverable bond futures contract is prescribed for the purposes of paragraph 72A (1) (b) of the Corporations Law.

1.2.19Application of Chapters 6D and 7 of the Corporations Law

Chapters 6D and 7 of the Corporations Law do not apply to a futures option over a deliverable bond futures contract.

Subdivision CApplication of Chapter 8 of the Corporations Law to futures options over deliverable bond futures contracts

1.2.20Application of Chapter 8 of the Corporations Law

Chapter 8 of the Corporations Law applies in relation to a futures option over a deliverable bond futures contract as if it were a futures contract.
Note For the definitions of terms used in this Division, see section 9 of the Corporations Law.

Division 4Deliverable share futures contracts

Subdivision APreliminary

1.2.21What is a deliverable share futures contract?

(1) For the purposes of this Division, a deliverable share futures contract is a standardised agreement under which a person has a Chapter 8 obligation to transfer, or to accept a transfer of, a particular quantity of shares of a listed corporation:
(a)
at a particular future time; and
(b)
for a particular price, or a price to be calculated in a particular manner.
(2) An agreement is a deliverable share futures contract:
(a)
whether or not the subject matter of the agreement is in existence; and
(b)
whether or not the agreement has any other effect; and
(c)
whether or not the agreement is capable of being varied or discharged before that future time; and
(d)
where it appears likely at the time the agreement is entered into, having regard to all relevant circumstances (other than the respective intentions of the person in the sold position, and the person in the bought position, under the agreement), that:
(i)
the Chapter 8 obligation of the person in the sold position under the agreement to transfer shares in accordance with that agreement will be discharged otherwise than by the person effecting the transfer; or
(ii)
the Chapter 8 obligation of the person in the bought position under the agreement to accept transfer of the shares in accordance with that agreement will be discharged otherwise than by the person accepting the transfer; or
(iii)
the person in the sold position, or bought position, under the agreement will assume an offsetting bought position, or offsetting sold position, as the case may be, under another agreement of the same kind; and
(e)
whether the Chapter 8 obligation of a person in the sold position under the agreement to transfer shares in accordance with that agreement is discharged by that person, or another person, effecting the transfer.

Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to deliverable share futures contracts

1.2.22Prescribed Chapter 8 agreement

A deliverable share futures contract is prescribed for the purposes of paragraph 72A (1) (b) of the Corporations Law.

1.2.23Application of Chapters 6D and 7 of the Corporations Law

(1)
Chapter 6D of the Corporations Law does not apply to a deliverable share futures contract.
(2)
Chapter 7 of the Corporations Law, except Part 7.2A, subsection 979 (1) (as modified by regulation 1.2.26), sections 995 and 998, Division 2A of Part 7.11, Part 7.13 and section 1114, does not apply to a deliverable share futures contract.
(3)
However, Part 7.10 of the Corporations Law applies if a claim does not relate directly to a transfer of shares between the person in the bought position and the person in the sold position under a deliverable share futures contract.
Note For example, it is intended that if a dealer fraudulently or negligently uses shares held for a client to settle another client’s deliverable share futures contract, the first-mentioned client may make a claim under Pt 7.10.

Subdivision CApplication of Chapter 8 of the Corporations Law to deliverable share futures contracts

1.2.24Application of Chapter 8 of the Corporations Law

(1) Subject to subregulation (2), Chapter 8 of the Corporations Law applies in relation to a deliverable share futures contract as if it were a futures contract.
(2) Where a SCH participant deals in shares which are the subject of a deliverable share futures contract then, for the purposes of that dealing, Part 8.3 and sections 1206, 1207, 1209, 1210, 1234 and 1235 of the Corporations Law do not apply to that participant.

Subdivision DModifications of the Corporations Law applying in relation to deliverable share futures contracts

1.2.25Modification of section 9 of the Corporations Law

Section 9 of the Corporations Law is modified in relation to its application to deliverable share futures contracts:
(a)
by omitting the definition of bought position and substituting:

“bought position, in relation to a deliverable share futures contract, means the position where, under the contract, a person has a Chapter 8 obligation to accept a transfer of shares in accordance with the contract;”; and
(b)
by omitting the definition of sold position and substituting:
“sold position, in relation to a deliverable share futures contract, means the position where, under the contract, a person has a Chapter 8 obligation to transfer shares in accordance with the contract;”.

1.2.26Modification of subsection 979 (1) of the Corporations Law

Subsection 979 (1) of the Corporations Law is modified, in its application to a deliverable share futures contract, by omitting all words after “The Board may” and substituting “seek the assistance of the Sydney Futures Exchange to determine whether a claim against SEGC relates to a deliverable share futures contract.”.

1.2.27Modification of Division 1 of Part 8.7 of the Corporations Law

In spite of section 1251 of the Corporations Law, for the purposes of sections 1252 to 1257 (inclusive) of the Corporations Law, a deliverable share futures contract concerns a body corporate if the contract relates to shares of the body corporate.
Note For the definitions of other terms used in this Division, see section 9 of the Corporations Law.

Division 5Futures options over deliverable share futures contracts

Subdivision APreliminary

1.2.28What is a futures option over a deliverable share futures contract?

For the purposes of this Division:
(a)
a futures option over a deliverable share futures contract is an option, or a Chapter 8 right, to assume a bought position, or a sold position, in relation to the contract:
(i)
at a specified price or value; and
(ii)
within a specified period; and
(b)
deliverable share futures contract has the same meaning as in Division 4 of this Part.

Subdivision BApplication of Chapters 6D and 7 of the Corporations Law to futures options over deliverable share futures contracts

1.2.29Prescribed Chapter 8 agreement

A futures option over a deliverable share futures contract is prescribed for the purposes of paragraph 72A (1) (b) of the Corporations Law.

1.2.30Application of Chapters 6D and 7 of the Corporations Law

(1)
Chapter 6D of the Corporations Law does not apply to a futures option over a deliverable share futures contract.
(2)
Chapter 7, except Division 2A of Part 7.11, of the Corporations Law does not apply to a futures option over a deliverable share futures contract.

Subdivision CApplication of Chapter 8 of the Corporations Law to futures options over deliverable share futures contracts

1.2.31Application of Chapter 8 of the Corporations Law

Chapter 8 of the Corporations Law applies in relation to a futures option over a deliverable share futures contract as if it were a futures contract.

Subdivision DModifications of the Corporations Law applying in relation to futures options over deliverable share futures contracts

1.2.32Modification of Division 1 of Part 8.7 of the Corporations Law

In spite of section 1251 of the Corporations Law, for the purposes of sections 1252 to 1257 (inclusive) of the Corporations Law, a futures option over a deliverable share futures contract concerns a body corporate if the contract relates to shares of the body corporate.
Note For the definitions of terms used in this Division, see section 9 of the Corporations Law.

Part 1.2ADisclosing entities

1.2A.01Securities declared not to be ED securities

For the purposes of section 111AJ of the Corporations Law, securities:
(a)
of a body that, under the listing rules of the Australian Stock Exchange Limited, is an exempt foreign entity; or
(b)
that are quoted on Australian Bloodstock Exchange Limited;
are declared not to be ED securities.

1.2A.02Foreign companies issuing securities under foreign scrip offers etc exempt from disclosing entity provisions

(1) For the purposes of section 111AS of the Corporations Law, a foreign company is exempt from the disclosing entity provisions in respect of ED securities under section 111AG of the Law if:
(a)
the company issues the securities in connection with a foreign takeover bid or foreign scheme of arrangement; and
(b)
the securities issued are, at the time of issue, securities in a class of securities quoted on an approved foreign exchange; and
(c)
the terms and conditions of the issue to citizens and Australian permanent residents are the same as those applying to each other person receiving securities that are in the same class; and
(d)
the same notices, documents or other information (or, where applicable, an English translation of these) (modified, if necessary, to include any additional information for the purposes of complying with Chapter 6D of the Corporations Law) are given to Australian citizens or permanent residents as are given to each other person; and
(e)
the notices, documents and other information are given to Australian citizens and permanent residents at the same time, or as soon as practicable after, they are given to those other persons; and
(f)
in relation to the issue — the company complies with all legislative and stock exchange requirements in the place in which is located:
(i)
the approved foreign exchange; or
(ii)
if more than one — the principal approved exchange;
on which the company’s securities are quoted.
(2) In this regulation:
approved foreign exchange includes:
(a)
American Stock Exchange Inc.;
(b)
New York Stock Exchange Inc.;
(c)
New Zealand Stock Exchange;
(d)
The Stock Exchange of Hong Kong Ltd;
(e)
Stock Exchange of Singapore Limited;
(f)
The Amsterdam Stock Exchange;
(g)
the Frankfurt Stock Exchange;
(h)
The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited;
(i)
the Milan Stock Exchange;
(j)
the NASDAQ National Market;
(k)
the Paris Bourse;
(l)
the Tokyo Stock Exchange;
(m)
the Toronto Stock Exchange;
(n)
the Zurich Stock Exchange.
foreign scheme of arrangement means a compromise or arrangement that is subject to court approval under subsection 411 (6) of the Corporations Law, between:
(a)
a foreign company and a class of its creditors; or
(b)
a foreign company and a class of its members.
foreign takeover bid means a bid to acquire some or all of the securities of:
(a)
all holders of a class of securities of a foreign company; or
(b)
all holders of those securities except the bidder or the bidder and associates of the bidder.

1.2A.03Foreign companies issuing securities under employee share scheme exempt from the disclosing entity provisions

(1)
For the purposes of section 111AS of the Corporations Law, a foreign company is exempt from the disclosing entity provisions in respect of an offer of shares in the company for issue or sale:
(a)
that is made to employees of the company, or of an associated body corporate, under an employee share scheme; and
(b)
in relation to which a disclosure document is lodged with ASIC.
(2) Subregulation (1) is not affected by any action of an employee, the result of which is that another person who is not an employee acquires an interest in a share issued under the employee share scheme.
(3) In this regulation:
(a)
an employee share scheme is a scheme under which a company offers for issue or sale shares (or options over issued shares) in the company only to a person who is a full-time or part-time director or employee of the company or of an associated body corporate when the offer is made; and
(b)
a body corporate is an associated body corporate in relation to a foreign company if:
(i)
the body corporate is related to the company within the meaning of section 50 of the Corporations Law; or
(ii)
the body corporate is entitled to at least 20% of the voting shares of the company; or
(iii)
the company is entitled to at least 20% of the voting shares of the body corporate.

Chapter 2BBasic features of a company

Part 2B.6Names

2B.6.01Availability of names (Corporations Law, s 147)

(1) For paragraphs 147 (1) (a) and (b) of the Corporations Law, the rules for ascertaining whether a name is identical with another name are the rules set out in Part 1 of Schedule 6.
(2)
For paragraph 147 (1) (c) of the Corporations Law, a name is unacceptable for registration under the regulations if it is unacceptable under the rules set out in Part 2 of Schedule 6.

2B.6.02Consents required for use of certain letters, words and expressions

(1)
This regulation applies to a name if:
(a)
the name:
(i)
is the subject of an application for registration of a name under section 117 of the Corporations Law; or
(ii)
is the subject of an application for reservation of a name under section 152 of that Law; or
(iii)
for an application for a change of name under section 157 of the Law — is the name to which the previous name is to be changed; and
(b)
the name is, uses or includes:
(i)
letters, or a word or expression, specified in column 2 of an item in Part 4 or 5 of Schedule 6; or
(ii)
other letters, or another word or expression (whether or not in English), that is of like import to the letters, word or expression specified in the item.
(2)
In paragraph (1) (b), a reference to letters, a word or an expression being used includes a reference to the letters, word or expression being used:
(a)
as part of another word or expression; or
(b)
in combination with other words or letters, or other symbols.
(3)
However, this regulation does not apply to use of the letters ADI as part of another word.
Example
The letters adi appear in the word traditional. This regulation does not apply to use of the word traditional.
(4)
If an item in Part 4 of Schedule 6 applies in relation to the name, the application must be accompanied by the written consent of the Minister who is specified in the item.
(5)
If an item in Part 5 of Schedule 6 applies in relation to the name, the application must be accompanied by the written consent of the public authority, instrumentality or agency that is specified in the item.

2B.6.03Exemptions from requirement to set out name and ACN on certain documents (Corporations Law, s 155)

For section 155 of the Corporations Law, the exemptions provided for in Schedule 7 apply in relation to the requirements of subsection 153 (2) of the Law.

Chapter 2CRegisters

2C.1.01Securities exchange (Corporations Law, s 170 (3))

For the purposes of subsection 170 (3) of the Corporations Law, securities exchange means one of the following:
(a)
Australian Stock Exchange Limited;
(b)
The Ballarat Stock Exchange;
(c)
The Bendigo Stock Exchange;
(d)
The Stock Exchange of Newcastle Limited.

2C.1.02Form of notice (Corporations Law, s 172 (2))

A notice to be lodged under subsection 172 (2) of the Corporations Law must be in the approved form.

Chapter 2DOfficers

2D.1.02Securities exchange (Corporations Law s 205G)

For the purposes of subsection 205G (1) of the Corporations Law, securities exchange means one of the following:
(a)
Australian Stock Exchange Limited;
(b)
The Bendigo Stock Exchange;
(c)
The Stock Exchange of Newcastle Limited.

Chapter 2KCharges

Part 2K.2Registration

2K.2.01Lien or charge on crop, wool or stock mortgage that is a registrable security: prescribed law

For the purposes of subsection 262 (5) of the Corporations Law, each of the following laws is a prescribed law of a State or Territory:
NEW SOUTH WALES
Parts II and III of the Liens on Crops and Wool and Stock Mortgages Act 1898
VICTORIA
Parts VII and VIII of the Instruments Act 1958
QUEENSLAND
Part II (being provisions that apply in relation to registration of instruments that are stock mortgages, liens upon crops and liens on wool) and Part IV (other than section 24) of the Bills of Sale and Other Instruments Act 1955
The Liens on Crops of Sugar Cane Act 1931
WESTERN AUSTRALIA
Sections 7 and 8 and Parts IX, X and XI of the Bills of Sale Act 1899
SOUTH AUSTRALIA
Liens on Fruit Act, 1923
Stock Mortgages and Wool Liens Act, 1924
TASMANIA
Sections 36 of the Bills of Sale Act 1900
Stock,Wool and Crop Mortgages Act 1930
AUSTRALIAN CAPITAL TERRITORY
Parts IV and V of the Instruments Act 1933.

2K.2.02Time period for the provisional registration of charges

For the purposes of paragraph 265 (5) (b) of the Corporations Law, the period in which a certificate must be produced to ASIC, being a certificate:
(a)
to the effect set out in paragraph 265 (4) (b) of the Law; and
(b)
that relates to a notice, in respect of a charge on property of a company, that was lodged under section 263 or 264 of the Law at any time on or after the day commencing 30 days before the commencement of this regulation;
is 90 days after the notice is lodged.

2K.2.03Registration under other legislation relating to charges: prescribed matters under section 273 of the Corporations Law

For the purposes of subsection 273 (1) of the Corporations Law, the prescribed time is the date of commencement of section 273 of the Law.

Chapter 2MFinancial reports and audit

Part 2M.3Financial reporting

2M.3.01Financial statements — prescribed requirements (Corporations Law, s 296 (2))

(1)
For subsection 296 (2) of the Corporations Law, the financial report must comply:
(a)
for a financial year commencing on or after 1 January 1991 and ending before 15 May 1997 — with the requirements set out in Schedule 5; and
(b)
for a financial year commencing on or after 1 January 1991 and ending on or after 15 May 1997 but before 30 June 1997 with the requirements set out:
(i)
in the applicable accounting standards; or
(ii)
in Schedule 5.
(2)
Subregulation (1) does not apply to a half-year accounting period of a disclosing entity unless the entity is a borrower in relation to debentures.

Part 2M.4Auditor

2M.4.01Notice of appointment of auditors

The responsible entity of a registered scheme must lodge a notice in the approved form telling ASIC of the appointment by the entity of an auditor of the scheme under section 331AB of the Corporations Law within 14 days of the appointment.

Part 2M.6Modification of the operation of Chapter 2M of the Corporations Law

2M.6.01Modifications (Corporations Law, s 343)

For section 343 of the Corporations Law, the operation of Chapter 2M of the Law is modified in accordance with this Part.

2M.6.02Specific exemption and class orders — certain corporations (Corporations Law, Part 2M.6)

(1)
In this regulation:
prescribed corporation means:
(a)
a company that is a wholly-owned subsidiary of a body corporate; or
(b)
an Australian bank and each related body corporate; or
(c)
BNP Pacific (Australia) Limited and each related body corporate; or
(d)
Orix Australia Corporation Limited and each related body corporate.
(2)
Part 2M.6 of the Corporations Law has effect in relation to a prescribed corporation as if the references in sections 340, 341 and 342 of the Law to Parts 2M.2 and 2M.3 of the Law included a reference to Part 2M.4 of the Law.

2M.6.03Financial reporting — Australian banks and life offices

The operation of Chapter 2M of the Corporations Law in relation to financial reporting in respect of Australian banks and life offices is modified in accordance with Schedule 5A.

Chapter 5BBodies corporate registered as companies, and registrable bodies

Part 5B.2Registrable bodies

5B.2.01Certified copies of certificates of incorporation etc

For the purposes of paragraphs 601CB (a) and 601CE (a) of the Corporations Law, a certified copy of a current certificate of the incorporation or registration in its place of origin of:
(a)
a registrable Australian body; or
(b)
a foreign company;
or a document of similar effect, that is lodged for registration under Division 1 or 2 of Part 5B.2 of the Law, must be a copy that:
(c)
within the period of 3 months immediately preceding the day on which it is lodged; or
(d)
if ASIC permits — within a longer period;
has been certified to be a true copy by a person:
(e)
to whom the custody of the original document is committed under a law in force in the place of origin of the corporation or company; and
(f)
being a person who exercises under that law functions similar to those exercised by ASIC.

5B.2.02Manner of certifying constituent documents

For the purposes of paragraphs 601CB (b) and 601CE (b) of the Corporations Law, a certified copy of a constitution of:
(a)
a registrable Australian body; or
(b)
a foreign company;
must be a copy that:
(c)
within the period of 3 months immediately preceding the day on which it is lodged; or
(d)
if ASIC permits — a longer period;
has been certified to be a true copy:
(e)
by a person:
(i)
to whom the custody of the original document is committed under a law in force in the place of origin of the corporation or company; and
(ii)
who exercises under that law functions similar to those exercised by ASIC; or
(f)
by a notary public; or
(g)
by a director or secretary of the body:
(i)
if the body is a registrable Australian body — by a statement in writing; or
(ii)
if the body is a foreign company — by affidavit.

5B.2.03Manner of sending letters (Corporations Law, ss 601CC (2) and 601CL (3))

For the purposes of subsections 601CC (2) and 601CL (3) of the Corporations Law, a letter must be sent by post.

5B.2.04Manner of sending notices (Corporations Law, ss 601CC (3) and 601CL (4))

For the purposes of subsections 601CC (3) and 601CL (4) of the Corporations Law, a notice must be sent by prepaid certified mail.

5B.2.05Balance sheets and other documents

The following particulars are prescribed for the purposes of Form 406 in relation to a return required under subsection 601CK (9) of the Corporations Law:
(a)
the name of the company lodging the return;
(b)
the day, month and year of the annual general meeting up to which the return is made;
(c)
the address of the company’s registered office in Australia, including, on separate lines:
(i)
a statement that the company is an exempt foreign company;
(ii)
the floor number and the name of the unit, office or building;
(iii)
the street number and name;
(iv)
the suburb, city, country and postcode;
(d)
the amount of the authorised share capital of the company;
(e)
the amount of paid up capital of the company;
(f)
for each director of the company who is a natural person:
(i)
his or her full name;
(ii)
his or her residential address, including, on separate lines:
(A)
the floor number and the name of the unit, office or building;
(B)
the street number and name;
(C)
the suburb, city, country and postcode;
(g)
for each director of the company that is a body corporate:
(i)
the body’s full name;
(ii)
the body’s address, including, on separate lines:
(A)
the floor number and the name of the unit, office or building;
(B)
the street number and name;
(C)
the suburb, city, country and postcode;
(h)
for the agent of the company in Australia:
(i)
his or her full name;
(ii)
his or her residential address, including, on separate lines:
(A)
the floor number and the name of the unit, office or building;
(B)
the street number and name;
(C)
the suburb, city, country and postcode;
(i)
a statement that the company is an exempt foreign company;
(j)
the signature of a director, a secretary or the agent of the company;
(k)
identification of the person who signed the return and the date on which it was signed;
(l)
a certificate, signed and dated by the agent of the company, that the provisions of the Corporations Law relating to unclaimed moneys have been complied with in relation to the company.

5B.2.06Notices (Corporations Law, s 601CV (1))

(1) A notice in writing of a change of name in accordance with paragraph 601CV (1) (a) of the Corporations Law, must have annexed to it:
(a)
a copy of the certificate of incorporation or registration of the registered body, or a document of similar effect, being a certificate or document evidencing the change; or
(b)
if no certificate or document of that kind exists — a copy of the instrument effecting the change;
being a copy that is certified by a person mentioned in paragraph 5B.2.02 (e), (f) or (g) to be a true copy of that certificate, document or instrument.
(2) A notice in writing of a change in a constitution or other document, in accordance with paragraph 601CV (1) (b) of the Corporations Law, must have annexed to it a copy of the instrument effecting the change or a copy of the document as changed, being a copy that is certified to be a true copy of that instrument or document by a person mentioned in paragraph 5B.2.02 (e), (f) or (g).

(3) A notice in writing of a change in director’s powers, in accordance with subparagraph 601CV (1) (d) (i) of the Corporations Law, must have with it a memorandum in writing executed by or on behalf of the foreign company after a change in those powers stating the powers of its directors as changed.

Part 5B.3Names of registrable Australian bodies and foreign companies

5B.3.01Availability of names (Corporations Law, s 601DC)

(1)
For paragraphs 601DC (1) (a) and (b) of the Corporations Law, the rules for ascertaining whether a name is identical with another name are the rules set out in Part 1 of Schedule 6.
(2)
For paragraph 601DC (1) (c) of the Corporations Law, a name is unacceptable for registration under the regulations if the name is unacceptable under the rules set out in Part 2 of Schedule 6.

5B.3.02Consents required for use of certain letters, words and expressions

(1)
This regulation applies to a name if:
(a)
the name:
(i)
is the subject of an application for registration of a name under section 601BC, 601CB or 601CE of the Corporations Law; or
(ii)
is the subject of an application for reservation of a name under section 601DA of that Law; or
(iii)
for a notice of change of name under section 601DH of the Law — is the name to which the previous name is to be changed; and
(b)
the name is, uses or includes:
(i)
letters, or a word or expression, specified in column 2 of an item in Part 4 or 5 of Schedule 6; or
(ii)
other letters, or another word or expression (whether or not in English), that is of like import to the letters, word or expression specified in the item.
(2)
In paragraph (1) (b), a reference to letters, a word or an expression being used includes a reference to the letters, word or expression being used:
(a)
as part of another word or expression; or
(b)
in combination with other words or letters, or other symbols.
(3)
However, this regulation does not apply to use of the letters ADI as part of another word.
Example
The letters adi appear in the word traditional. This regulation does not apply to use of the word traditional.
(4)
If an item in Part 4 of Schedule 6 applies in relation to the name, the application or notice must be accompanied by the written consent of the Minister who is specified in the item.
(5)
If an item in Part 5 of Schedule 6 applies in relation to the name, the application or notice must be accompanied by the written consent of the public authority, instrumentality or agency that is specified in the item.

5B.3.03Exemptions from requirement to set out ARBN etc on certain documents (Corporations Law, s 601DG)

For section 601DG of the Corporations Law, the exemptions provided for in Schedule 7 apply in relation to the requirements of paragraphs 601DE (1) (b), (c) and (d) of the Law.

Chapter 5CManaged investment schemes

Part 5C.1Registration of managed investment schemes

5C.1.01Applying for registration

(1)
An application under section 601EA of the Corporations Law to register a managed investment scheme must be in the approved form.
(2)
The form must state the name of the managed investment scheme.
(3)
The stated name must not be the same as the name of:
(a)
another managed investment scheme that is the subject of an application for registration that is lodged but not yet determined; or
(b)
a registered scheme.
(4)
A statement made for paragraph 601EA (4) (c) of the Corporations Law must be in the approved form.

5C.1.02Change of name of registered schemes

(1)
To change the name of a registered scheme, the responsible entity of the scheme must lodge a notice in the approved form stating the proposed name of the scheme.
(2)
The stated name must not be the same as the name of:
(a)
another managed investment scheme that is the subject of an application for registration under section 601EB of the Corporations Law that is lodged but not yet determined; or
(b)
a registered scheme.
(3)
On application in accordance with this regulation, ASIC must amend the record of the registration of the scheme to include the name of the scheme as proposed to be amended.

5C.1.03Modification (Corporations Law s 601QB)

(1)
For the purposes of section 601QB of the Corporations Law, the operation of Chapter 5C of the Law is modified in accordance with this regulation.
(2)
If:
(a)
a managed investment scheme is registered under section 601EB of the Corporations Law; and
(b)
the managed investment scheme is also registered on the Australian Business Register; and
(c)
the last 9 digits of the ABN of the registered scheme are the same, and in the same order, as the last 9 digits of its ARSN; and
(d)
a document relating to the scheme is lodged with ASIC, and displays that ABN;
section 601EC of the Law does not apply to the document.

Part 5C.2The responsible entity

5C.2.01Duty of responsible entities’ agents — surveillance checks

The agent of a responsible entity must take all reasonable steps to assist the entity and ASIC when ASIC is conducting a check whether the entity is complying with the constitution and compliance plan of a registered scheme and with the Corporations Law.

5C.2.02Appointment of temporary responsible entities

ASIC, or a member of a registered scheme, may apply to the Court for the appointment of a temporary responsible entity of the scheme if ASIC or member reasonably believes that the appointment is necessary to protect scheme property or the interests of members of the scheme.

5C.2.03Form of notices (Corporations Law, ss 601FL (2) and 601FM (2))

A notice to be lodged under subsection 601FL (2) or 601FM (2) of the Corporations Law must be in the approved form.

5C.2.04Notice of appointment of temporary responsible entities

As soon as practicable after the Court appoints a temporary responsible entity for a registered scheme on application by a member of the scheme under section 601FN of the Corporations Law, the member must lodge a notice in the approved form that tells ASIC of the appointment.

5C.2.05Form of notices (Corporations Law, s 601FP (3))

A notice to be lodged under subsection 601FP (3) of the Corporations Law must be in the approved form.

Part 5C.4The compliance plan

5C.4.01Agents’ authorities to be lodged

If a compliance plan, or modification of a plan, lodged with ASIC under section 601HC or subsection 601HE (3) of the Corporations Law is signed by an agent of the directors of the responsible entity of the registered scheme to which the plan relates, the authority to do so, or a copy of the authority verified by a director of the entity, must be attached to the plan or modification.

5C.4.02Agents to assist auditors of compliance plans

An agent of the responsible entity of a registered scheme, and an officer of the agent, must:
(a)
allow the auditor of the scheme’s compliance plan to have access to the books of the scheme; and
(b)
if the auditor requires the agent or entity to give the auditor information or an explanation for the audit — give the information or explanation to the auditor; and
(c)
otherwise assist the conduct of the audit.

Part 5C.5The compliance committee

5C.5.01Responsible entities etc to assist compliance committees

(1)
This regulation applies to a person who is the responsible entity of a registered scheme, an officer of the entity, an agent of the entity or an officer of the agent.
(2)
The person must:
(a)
allow the compliance committee to have access to the books of the scheme; and
(b)
if the committee requires the person to give the committee information or an explanation about the scheme — give the information or explanation to the committee; and
(c)
otherwise assist the committee in the performance of its functions.

Part 5C.9Winding up

5C.9.01Notice of commencement of winding up

The responsible entity of a registered scheme must lodge a notice in the approved form telling ASIC that winding up of the scheme has commenced, or been completed, within 14 days of the commencement or completion.

Part 5C.11Exemptions and modifications

Division 1Exemptions

5C.11.01Certain funds not managed investment funds

For paragraph (n) of the definition of managed investment scheme in section 9 of the Corporations Law, an approved benefit fund within the meaning of section 16B of the Life Insurance Act 1995 is not a managed investment scheme.

Division 2Modifications

5C.11.02Modifications

For section 601QB of the Corporations Law, the operation of the Law is modified in accordance with this Division.

5C.11.03Register of members of registered schemes (Corporations Law, s 169 (1))

The register of members of a registered scheme need not contain information about a member whose only interest in the scheme is as the holder of an option.

5C.11.04Names of registered schemes (Corporations Law, s 601EB (1))

ASIC must not register a managed investment scheme if the name of the scheme stated under subregulation 5C.1.01 (2) does not comply with subregulation 5C.1.01 (3).

5C.11.05Related parties — financial benefits (Corporations Law, s 243J (1))

Subsection 243J (1) of the Corporations Law has effect in relation to a registered scheme as if the reference to the day on and after which section 243H of the Law applies to the responsible entity of the scheme because of section 1376 of the Law were a reference to the commencement of this regulation.

5C.11.05ASchemes not required to be registered (Corporations Law s 601ED)

Subsection 601ED (2) of the Corporations Law has effect as if a managed investment scheme does not have to be registered if all the issues of interests in the scheme that have been made would not have needed disclosure to investors under Part 6D.2 of the Law if the scheme had been registered when the issues were made.

5C.11.06Liability of responsible entities (Corporations Law, s 601FB (4))

In determining the liability under subsection 601FB (2) of the Corporations Law of the responsible entity of a registered scheme to the members of the scheme for an act or omission of an agent appointed by the entity under that subsection, the amount recovered under subsection 601FB (4) of the Law is to be disregarded.

5C.11.08Trustees etc not liable in certain circumstances (Corporations Law, s 1463)

The trustee, representative or management company is not liable in a civil action or civil proceeding for deciding to retire, or giving a retirement notice, under section 1455 of the Corporations Law.

Chapter 5External administration

Part 5.1Arrangements and reconstructions

5.1.01Prescribed information for the purposes of paragraph 411 (3) (b) and subparagraph 412 (1) (a) (ii) of the Corporations Law

(1) For the purposes of paragraph 411 (3) (b) and subparagraph 412 (1) (a) (ii) of the Corporations Law, unless ASIC otherwise allows, the explanatory statement must:
(a)
for a proposed arrangement between a Part 5.1 body and its creditors, or a class of its creditors:
(i)
state the matters set out; and
(ii)
have annexed to it the reports and copies of documents referred to;
in Part 2 of Schedule 8; and
(b)
for a proposed arrangement between a Part 5.1 body and its members, or a class of its members, other than a proposed arrangement referred to in paragraph (c):
(i)
state the matters set out; and
(ii)
have annexed to it the reports and copies of documents referred to;
in Part 3 of Schedule 8; and
(c)
for a proposed arrangement between a Part 5.1 body and its members, or a class of its members, in relation to the reconstruction of a corporation, or the amalgamation of 2 or more corporations, if:
(i)
the whole or part of the undertaking or of the property of a corporation is to be transferred to a trustee to be held beneficially on behalf of the unit holders of the trust; or
(ii)
the shares in the corporation that are held by members are to be cancelled and control is to pass to a trustee to be held on behalf of a unit holder of the trust;
state the matters set out and have annexed to it the documents and, if the trustee of that business operates no other business in relation to that trust, the reports referred to, in Part 4 of Schedule 8.
(2) For the purposes of Schedule 8, securities exchange means Australian Stock Exchange Limited.

5.1.02Giving notice under subsection 414 (2) or (9) of the Corporations Law

A notice under subsection 414 (2) or (9) of the Corporations Law must be given to a person:
(a)
by personal delivery; or
(b)
by prepaid post to the person’s address shown in the books of the transferor company.

Part 5.2Receivers, and other controllers, of corporations

5.2.001Controller’s notice to owner or lessor of property — how given

A notice under subsection 419A (3) of the Corporations Law must be given to the owner or lessor, as the case may be, by personal delivery or by prepaid post to the owner’s or lessor’s usual place of residence or business or the place of residence or business last known to the controller.

5.2.01Certified copies of reports

A copy of:
(a)
a report that must be lodged; and
(b)
a certificate or other document annexed to that report;
must be certified in writing to be a true copy by:
(c)
for a copy lodged for the purposes of paragraph 429 (2) (c) of the Corporations Law — the controller of property of the corporation; or
(f)
for a copy lodged for the purposes of subsection 475 (7) of the Corporations Law — by the liquidator or provisional liquidator of the company.

Part 5.3AAdministration of a company’s affairs with a view to executing a deed of company arrangement

5.3A.01Administrator’s notice of ending of administration

(1) If the administration of a company ends on the happening of an event of a kind referred to in subsection 435C (2) or (3) of the Corporations Law, the administrator of the company or of the deed of company arrangement (as the case may be) must lodge a notice of the happening of the event and the ending of the administration of the company as soon as practicable after the event.
(2) Subregulation (1) does not apply if a notice of the happening of the event is lodged in accordance with the Corporations Law or a provision of these regulations other than this regulation.

5.3A.02Administrator to specify voidable transactions in statement

The administrator of a company under administration, in setting out his or her opinions in a statement referred to in paragraph 439A (4) (b) of the Corporations Law, must specify whether there are any transactions that appear to the administrator to be voidable transactions in respect of which money, property or other benefits may be recoverable by a liquidator under Part 5.7B of the Corporations Law.

5.3A.03Administrator to lodge notice of appointment

If an administrator is appointed under subsection 436E (4), subsection 444A (2), section 449B, subsection 449C (1), (4) or (6), or subsection 449D (1) or (2), of the Corporations Law, the administrator must lodge a notice of the appointment before the end of the next business day after the appointment.

5.3A.04Notice of change of administrator’s address

An administrator of a company under administration or of a deed of company arrangement must, within 14 days after a change in the location of the administrator’s office, lodge notice of the change.

5.3A.05Administrator’s notice to owner or lessor of property — how given

A notice under subsection 443B (3) of the Corporations Law must be given to the owner or lessor, as the case may be, by personal delivery or by prepaid post to the owner’s or lessor’s usual place of residence or business or the place of residence or business last known to the administrator.

5.3A.06Provisions included in deed of company arrangement

For the purposes of subsection 444A (5) of the Corporations Law, the prescribed provisions are those set out in Schedule 8A.

5.3A.07Administrator becomes liquidator — additional cases

(1)For the purposes of subsection 446B (1) of the Corporations Law, a company that has executed a deed of company arrangement is taken to have passed a special resolution under section 491 that the company be wound up voluntarily:
(a)
if the Court at a particular time makes an order under section 445D of the Corporations Law terminating the deed of company arrangement; or
(b)
if the deed of company arrangement specifies circumstances in which the deed is to terminate and the company is to be wound up — if those circumstances exist at a particular time.
(2)The company is taken to have passed the special resolution:
(a)
at the time referred to in paragraph (1) (a) or (b), as the case may be; and
(b)
without a declaration having been made and lodged under section 494 of the Corporations Law.
(3)Section 497 of the Corporations Law is taken to have been complied with in relation to the winding up.
(4)For the purposes of subsection 499 (1) of the Corporations Law:
(a)
the company is taken to have nominated the administrator of the deed of company arrangement to be liquidator for the purposes of the winding up; and
(b)
the creditors are taken not to have nominated anyone.
(5) The liquidator must:
(a)
within 7 days after the day on which the company is taken to have passed the resolution, lodge a written notice stating that the company is taken because of this regulation to have passed such a resolution and specifying that day; and
(b)
cause a notice of that kind to be published, within 21 days after that day:
(i)
in a national newspaper; or
(ii)
in each jurisdiction in which the company has its registered office or carries on business, in a daily newspaper that circulates generally in that jurisdiction.
(6)Section 482 of the Corporations Law applies in relation to the winding up as if it were a winding up in insolvency or by the Court.
Note Section 482 of the Corporations Law empowers the Court to stay or terminate a winding up and to give consequential directions.
(7)An application under section 482 of the Corporations Law as applying because of subregulation (6) may be made:
(a)
despite subsection 499 (4) of the Corporations Law, by the company pursuant to a resolution of the board; or
(b)
by the liquidator; or
(c)
by a creditor; or
(d)
by a contributory.

5.3A.08Publication of notice of failure to execute instrument of terms of deed

For the purposes of paragraph 450C (b) of the Corporations Law, a notice under paragraph 450C (a) of the Corporations Law must be published:
(a)
in a national newspaper; or
(b)
in each jurisdiction in which the company has its registered office or carries on business, in a daily newspaper that circulates generally in that jurisdiction.

5.3A.09Publication of notice of termination of deed by creditors

For the purposes of paragraph 450D (c) of the Corporations Law, a notice under paragraph 450D (a) of the Corporations Law must be published:
(a)
in a national newspaper; or
(b)
in each jurisdiction in which the company has its registered office or carries on business, in a daily newspaper that circulates generally in that jurisdiction.

Part 5.4Winding up in insolvency

5.4.01Application to Court for winding up — prescribed agency

The Australian Prudential Regulation Authorityis a prescribed agency for the purposes of paragraph 459P (1) (g) of the Corporations Law.

Part 5.6Winding up generally

5.6.01Matters for entry in liquidator’s or provisional liquidator’s books

For the purposes of section 531 of the Corporations Law, the prescribed matters are those that are required to give a complete and correct record of the liquidator’s or provisional liquidator’s administration of the company’s affairs.

5.6.02Inspection of books kept under section 531 of the Corporations Law

The liquidator or provisional liquidator must ensure that the books kept under section 531 of the Corporations Law are available at his or her office for inspection in accordance with that section.

5.6.06Payment into liquidator’s general account

A liquidator must:
(a)
unless otherwise directed by the Court or the committee of inspection — open a bank account to be known as the liquidator’s general account; and
(b)
pay into that account all money received by the liquidator not later than 7 days after it has been received.

5.6.07Deposit of securities

A liquidator must deposit in the bank with which the liquidator’s general account was opened:
(a)
the bills; and
(b)
the notes; and

Forms 603–605..................	rs. 1996 No. 343
Form 1003..........................	ad. 1994 No. 302
rs. 1995 No. 345
Form 911.............................	1990 No. 455
rs. 1995 No. 345
am. 1991 No. 281
Form 105.............................	ad. 1993 No. 135
rs. 1995 No. 345; 1998 No. 185
Form 207Z..........................	ad. 1993 No. 135
rs. 1995 No. 345; 1998 No. 185
Form 2501..........................	ad. 1998 No. 185
Form 309.............................	1990 No. 455
rs. 1991 No. 453
Form 310.............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
Form 350.............................	ad. 1991 No. 453
Forms 311, 312..................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
Form 314.............................	1990 No. 455
Form 315.............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345; 1998 No. 185
Form 316............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345; 1998 No. 185
Forms 501, 502..................	1990 No. 455
Form 503.............................	ad. 1993 No. 135
Form 504.............................	1990 No. 455
am. 1991 No. 281
rs. 1993 No. 135; 1995 No. 345
Forms 505, 506..................	1990 No. 455
am. 1991 No. 281
rs. 1993 No. 135
Form 507.............................	1990 No. 455
rs. 1993 No. 135; 1998 No. 185
Form 507A..........................	1990 No. 455
Form 508.............................	1990 No. 455
am. 1991 No. 281
rs. 1993 No. 135; 1998 No. 185
Form 509.............................	1990 No. 455
rs. 1993 No. 135; 1995 No. 345
Forms 509A–509H............	ad. 1993 No. 135
Form 519.............................	1990 No. 455
am. 1991 No. 281
rs. 1993 No. 135; 1995 No. 345
Form 520.............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
Form 521.............................	1990 No. 455
Form 522.............................	1990 No. 455
am. 1991 No. 281
Form 523.............................	1990 No. 455
rs. 1991 No. 281
Form 524.............................	1990 No. 455
rs. 1991 No. 281; 1993 No. 135
Form 525.............................	1990 No. 455
rs. 1993 No. 135
Form 527.............................	1990 No. 455
Form 529.............................	1990 No. 455
rs. 1993 No. 135
Forms 529A, 529B............	ad. 1993 No. 135
Form 530.............................	1990 No. 455
Forms 531A–531C............	ad. 1993 No. 135
Forms 532–553..................	1990 No. 455
Form 587.............................	ad. 2000 No. 175
Forms 603–605..................	ad. 2000 No. 175
Form 702............................	1990 No. 455
rs. 1995 No. 345
Forms 703, 704..................	1990 No. 455
am. 1991 No. 219
rs. 1995 No. 345
Form 705.............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
Forms 707, 708.................	1990 No. 455
rs. 1995 No. 345
Forms 709, 710..................	1990 No. 455
Form 711.............................	1990 No. 455
am. 1991 No. 281
Forms 712–714..................	1990 No. 455
Form 715.............................	1990 No. 455
am. 1991 No. 219
rs. 1995 No. 345
Form 716.............................	1990 No. 455
Form 717.............................	1990 No. 455
am. 1995 No. 345
Forms 718, 719..................	1990 No. 455
Form 719A..........................	ad. 1992 No. 230
Form 719B..........................	ad. 1996 No. 90
Form 720.............................	1990 No. 455
Form 721.............................	1990 No. 455
rs. 1992 No. 230
Form 802.............................	1990 No. 455
rs. 1995 No. 345
Form 802A..........................	1990 No. 455
rs. 1995 No. 345
Form 803.............................	ad. 1995 No. 345
Form 803C..........................	1990 No. 455
Forms 804–807..................	1990 No. 455
Form 807A..........................	1990 No. 455
Form 808.............................	1990 No. 455
am. 1995 No. 345
Forms 809, 810..................	1990 No. 455
Forms 811, 812..................	1990 No. 455
rs. 1995 No. 345
Form 902.............................	ad. 1991 No. 281
Forms 903A, 903B............	1990 No. 455
rs. 1993 No. 135
Forms 904, 905..................	1990 No. 455
Form 905A..........................	1990 No. 455
Forms 907, 908..................	1990 No. 455
rs. 1993 No. 135
Form 909.............................	ad. 1991 No. 281
rs. 1995 No. 345; 1998 No. 185
Form 910.............................	1990 No. 455
Form 911.............................	rs. 1995 No. 345
Form 1003..........................	rs. 1995 No. 345
Form 2501..........................	ad. 1998 No. 185
Form 5249..........................	ad. 2000 No. 175
Form 6010..........................	ad. 1998 No. 185
Heading to Schedule 3.........	rs. 1998 No. 293; 2000 No. 11
Schedule 3.............................	am. 1998 No. 293
Schedule 4.............................	am. 1995 No. 345; 1998 Nos. 185 and 186; 2000 No. 11
Heading to Schedule 5.........	rs. 1998 No. 185
am. 1998 No. 293
Schedule 5.............................	am. 1991 Nos. 281 and 453; 1995 No. 345; 1998 No. 185
Heading to Schedule 5A......	rs. 1998 No. 293
Schedule 5A...........................	ad. 1998 No. 185
Heading and titles to ........... Schedule 6	rs. 1998 No. 185
Part 1 of Schedule 6.............	ad. 1998 No. 185
Schedule 6.............................	am. 1998 Nos. 185, 239 and 293; 1999 No. 143; 2000 No. 282
Rules 6201–6208.............. relocated from r. 4.2.01	1998 No. 185
Headings to Parts 2 and 3... of Schedule 6	ad. 1998 No. 185
Heading to Part 4 of.............. Schedule 6 (formerly heading to Schedule 7)	ad. 1998 No. 185
Part 5 of Schedule 6.............	ad. 1999 No. 143
Schedule 7 (became ........... Part 4 of Schedule 6)	am. 1994 No. 302 rep. 1998 No. 185
Schedule 7.............................	ad. 1998 No. 185
am. 2000 No. 78
Heading to Schedule 8.........	rs. 1998 No. 185
Schedule 8.............................	am. 1991 No. 281; 1995 No. 345; 1998 Nos. 185 and 293
Schedule 8A...........................	ad. 1993 No. 135
am. 1998 Nos. 185 and 293
Schedule 9.............................	am. 1991 No. 219; 1992 No. 230; 1995 No. 344; 1996 No. 55; 1998 Nos. 22 and 128; 1999 No. 293; 2000 No. 11
Heading to Schedule 11.......	rs. 1998 No. 293
Schedule 11...........................	am. 1991 No. 281; 1994 No. 153
rs. 1997 No. 142
am. 1998 No. 109; 2000 No. 30; 2001 No. 187
Schedule 12...........................	ad. 1999 No. 143

Repeal Table

The amendment history of the repealed provisions of the Corporations Regulations 1990, up to and including the Corporations (Amendment) Regulations (2000 No. 11), appears in the Table below.

ad. = added or inserted am. = amended rep. = repealed rs. = repealed and substituted
Provision affected	How affected
R. 1.13A..................................	ad. 1992 No. 395
rep. 1998 No. 186
Heading to Part 1.2...............	rep. 1995 No. 222
Rr. 1.2A.04, 1.2A.05.............	am. 1998 No. 185
rep. 1999 No. 143
Heading to Chapt. 2..............	rep. 1998 No. 185
Heading to Part 2.3 of.......... Chapt. 2	rep. 1998 No. 185
R. 2.3.02.................................	rep. 1998 No. 185
Part 2.4 (r. 2.4.02).................	rep. 1998 No. 185
R. 2.4.01.................................	rep. 1995 No. 345
R. 2.4.02.................................	rep. 1998 No. 185
Heading to Part 2.5...............	ad. 1995 No. 345
rep. 1998 No. 185
Heading to Chapt. 3..............	rep. 1998 No. 185
Heading to Part 3.2...............	rep. 1998 No. 185
R. 3.2.01.................................	rep. 1995 No. 345
R. 3.2.02.................................	1990 No. 455
Redesignated as............... r. 2D.1.01	1998 No. 185
R. 2D.1.01..............................	am. 1998 No. 239
formerly r. 3.2.02	rep. 2000 No. 11
R. 3.2.04.................................	rep. 1996 No. 205
R. 3.2.06.................................	rep. 1996 No. 205
Heading to Part 3.3...............	ad. 1996 No. 205
rep. 1998 No. 185
Part 3.3 of Chapt. 2D............ (rr. 3.3.01, 3.3.02)	ad. 1996 No. 205 rep. 1998 No. 185
R. 3.3.01.................................	ad. 1996 No. 205
rep. 1998 No. 185
R. 3.3.02.................................	ad. 1996 No. 205
rep. 1998 No. 185
Heading to Part 3.5...............	ad. 1996 No. 205
rep. 1998 No. 185
Heading to Part 3.6...............	rep. 1998 No. 185
R. 3.6.01.................................	rep. 1998 No. 185
R. 3.6.02.................................	rs. 1991 No. 281
am. 1994 No. 302; 1997 No. 102
rep. 1998 No. 185
Note to r. 3.6.02.....................	ad. 1997 No. 102
rep. 1998 No. 185
R. 3.6.02A..............................	ad. 1994 No. 302
rep. 1998 No. 185
R. 3.6.03.................................	am. 1995 No. 345
rep. 1998 No. 185
R. 3.6.04.................................	rep. 1991 No. 281
R. 3.6.05.................................	rep. 1998 No. 185
R. 3.6.06.................................	ad. 1994 No. 302
rep. 1998 No. 185
Part 3.8................................... (rr. 3.8.01–3.8.04)	rep. 1998 No. 185
R. 3.8.01.................................	am. 1991 Nos. 281 and 453; 1994 No. 35; 1995 No. 345
rep. 1998 No. 185
R. 3.8.02.................................	am. 1991 No. 281; 1993 No. 135; 1994 No. 302; 1995 No. 345
rep. 1998 No. 185
R. 3.8.03.................................	am. 1993 No. 135; 1995 No. 345
rep. 1998 No. 185
R. 3.8.04.................................	ad. 1993 No. 135
rep. 1998 No. 185
Heading to Chapt. 4..............	rep. 1998 No. 185
Heading to Part 4.1...............	rep. 1998 No. 185
Heading to Part 4.2...............	rep. 1998 No. 185
Part 5.3 of Chapt. 5C............ (rr. 5.3.01, 5.3.02)	rep. 1993 No. 135
Rr. 5.3.01, 5.3.02..................	rep. 1993 No. 135
R. 5.6.03.................................	rep. 1993 No. 135
Rr. 5.6.04, 5.6.05..................	rep. 1998 No. 185
R. 5.6.25.................................	rep. 1993 No. 135
R. 5.6.38.................................	rep. 1993 No. 135
R. 5.6.73.................................	rep. 1998 No. 185
Part 5C.7
Part 5C.7 of Chapt. 5C......... (r. 5C.7.01)	ad. 1998 No. 186 rep. 2000 No. 11
R. 5C.7.01..............................	ad. 1998 No. 186
rep. 2000 No. 11
R. 5C.11.07............................	ad. 1998 No. 186
rep. 2000 No. 11
Part 6.1
Part 6.1 of Chapt. 6............... (r. 6.1.01)	rep. 2000 No. 11
R. 6.1.01.................................	am. 1998 No. 185
rep. 2000 No. 11
Parts 6.3–6.5
Parts 6.3–6.5 of Chapt. 6..... (rr. 6.3.01–6.5.01)	rep. 2000 No. 11
Rr. 6.3.01–6.5.01..................	rep. 2000 No. 11
Part 6.7
Part 6.7 of Chapt. 6............... (rr. 6.7.01–6.7.03)	am. 1996 No. 343; 1998 No. 22 rep. 2000 No. 11
R. 6.7.01.................................	am. 1996 No. 343; 1998 No. 22
rep. 2000 No. 11
R. 6.7.02.................................	am. 1996 No. 343; 1998 No. 22
rep. 2000 No. 11
R. 6.7.03.................................	am. 1996 No. 343; 1998 No. 22
rep. 2000 No. 11
Part 6.8
Part 6.8 of Chapt. 6.............. (r. 6.8.01)	rep. 2000 No. 11
R. 6.8.01.................................	rep. 2000 No. 11
Part 6.12
Part 6.12 of Chapt. 6............ (rr. 6.12.01, 6.12.02)	rep. 2000 No. 11
R. 6.12.01...............................	rep. 2000 No. 11
R. 6.12.02...............................	rs. 1994 No. 302
rep. 2000 No. 11
R. 7.1.02.................................	rep. 1998 No. 186
R. 7.3.02A..............................	ad. 1992 No. 281
rep. 1998 No. 186
Part 7.12
Part 7.12 of Chapt. 7.......... (rr. 7.12.01–7.12.03, 7.12.05–7.12.08, 7.12.08A–7.12.08C, 7.12.09–7.12.12, 7.12.14, 7.12.15, 7.12.17)	rep. 2000 No. 11
R. 7.12.01...............................	am. 1992 Nos. 281 and 450; 1998 No. 186
rep. 2000 No. 11
R. 7.12.02...............................	am. 1992 No. 230; 1994 No. 302; 1999 No. 237
rep. 2000 No. 11
R. 7.12.03...............................	rep. 2000 No. 11
R. 7.12.04...............................	am. 1991 No. 218; 1994 No. 221
rep. 1998 No. 186
R. 7.12.05...............................	am. 1994 No. 221; 1998 No. 22; 1998 No. 186; 1999 No. 143
rep. 2000 No. 11
R. 7.12.06...............................	am. 1991 Nos. 218 and 281; 1992 No. 450; 1994 No. 221; 1998 Nos. 22, 185 and 186; 1999 No. 143
rep. 2000 No. 11
R. 7.12.07...............................	am. 1991 No. 281; 1994 No. 302; 1998 No. 293
rep. 2000 No. 11
R. 7.12.08...............................	rep. 2000 No. 11
R. 7.12.08A............................	ad. 1994 No. 302
am. 1994 No. 430
rep. 2000 No. 11
R. 7.12.08B............................	ad. 1994 No. 302
rep. 2000 No. 11
R. 7.12.08C............................	ad. 1994 No. 302
am. 1994 No. 430; 1998 Nos. 185 and 186
rep. 2000 No. 11
R. 7.12.09...............................	am. 1998 No. 293
rep. 2000 No. 11
R. 7.12.10...............................	rs. 1998 No. 186
rep. 2000 No. 11
R. 7.12.11...............................	am. 1991 No. 281; 1994 No. 302; 1998 Nos. 186 and 293
rep. 2000 No. 11
R. 7.12.12...............................	am. 1991 No. 281; 1995 No. 398; 1998 No. 186
rep. 2000 No. 11
R. 7.12.12A............................	ad. 1992 No. 281
rep. 1998 No. 186
R. 7.12.13...............................	am. 1991 No. 218
rep. 1992 No. 230
R. 7.12.14...............................	rep. 2000 No. 11
R. 7.12.14A............................	ad. 1994 No. 302
rep. 1998 No. 186
R. 7.12.15...............................	am. 1991 Nos. 218 and 281; Act No. 200, 1991; 1992 Nos. 230 and 281; 1994 No. 302
rs. 1998 No. 186
rep. 2000 No. 11
R. 7.12.15A............................	ad. 1992 No. 281
rep. 1998 No. 186
R. 7.12.15B............................	ad. 1994 No. 302
rep. 1998 No. 186
R. 7.12.16...............................	am. 1994 No. 302
rep. 1998 No. 186
Rr. 7.12.16A, 7.12.16B.........	ad. 1992 No. 281
rep. 1998 No. 186
R. 7.12.17...............................	am. 1992 No. 230; 1994 No. 302; 1998 No. 293
rep. 2000 No. 11
R. 7.13.02...............................	ad. 1991 No. 218
am. 1991 No. 341
rep. 1995 No. 345
Part 9.4 of Chapt. 9............... (r. 9.4.01)	rep. 1998 No. 185
Part 12.6
Part 12.6 of Chapt. 12.......... (rr. 12.6.01–12.6.14)	ad. 1999 No. 143 rep. 2000 No. 206
Rr. 12.6.01–12.6.14..............	ad. 1999 No. 143
rep. 2000 No. 206
Division 1
Div. 1 of Part 12.6 of ........... Chapt. 12 (rr. 12.6.01–12.6.08)	ad. 1999 No. 143 rep. 2000 No. 206
Subdiv. A of Div. 1 of............ Part 12.6 of Chapt. 12 (rr. 12.6.01, 12.6.02)	ad. 1999 No. 143 rep. 2000 No. 206
Rr. 12.6.01, 12.6.02..............	ad. 1999 No. 143
rep. 2000 No. 206
Subdiv. B of Div. 1 of............ Part 12.6 of Chapt. 12 (12.6.03–12.6.04)	ad. 1999 No. 143 rep. 2000 No. 206
Rr. 12.6.03, 12.6.04.............	ad. 1999 No. 143
rep. 2000 No. 206
Subdiv. C of Div. 1 of .......... Part 12.6 of Chapt. 12 (rr. 12.6.05–12.6.08)	ad. 1999 No. 143 rep. 2000 No. 206
Rr. 12.6.05–12.6.08..............	ad. 1999 No. 143
rep. 2000 No. 206
Division 2
Div. 2 of Part 12.6 of ........... Chapt. 12 (rr. 12.6.09–12.6.14)	ad. 1999 No. 143 rep. 2000 No. 206
Rr. 2.6.09–12.6.14................	ad. 1999 No. 143
rep. 2000 No. 206
Schedule 2
Forms 201–203.................	1990 No. 455
am. 1991 Nos. 281 and 453
rs. 1995 No. 345
rep. 1998 No. 185
Form 205............................	1990 No. 455
am. 1991 No. 281
rs. 1994 No. 251; 1995 No. 345
rep. 1998 No. 185
Form 206............................	1990 No. 455
am. 1991 No. 281
rs. 1994 No. 251
rep. 1998 No. 185
Form 207............................	1990 No. 455
am. 1991 Nos. 281 and 453; 1993 No. 135
rs. 1995 No. 345
rep. 1998 No. 185
Form 208............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
rep. 1998 No. 185
Forms 209–212.................	1990 No. 455
rs. 1995 No. 345
rep. 1998 No. 185
Forms 213–215.................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
rep. 1998 No. 185
Forms 280, 281.................	ad. 1995 No. 345
rep. 1998 No. 185
Form 300............................	1990 No. 455
rep. 1995 No. 345
Forms 301–303.................	1990 No. 455
rs. 1995 No. 345
rep. 1998 No. 185
Form 304............................	1990 No. 455
am. 1991 Nos. 281 and 453
rs. 1995 No. 345
rep. 1998 No. 185
Form 305............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
rep. 1998 No. 185
Form 306............................	1990 No. 455
am. 1998 No. 22
rep. 1998 No. 185
Form 307............................	1990 No. 455
rs. 1995 No. 345
rep. 1998 No. 185
Form 308.............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
rep. 1998 No. 185
Form 313............................	1990 No. 455
rs. 1995 No. 345
rep. 1998 No. 185
Form 322............................	ad. 1991 No. 281
rs. 1995 No. 345
rep. 1998 No. 185
Form 356............................	ad. 1991 No. 453
rep. 1995 No. 345
Form 361............................	ad. 1993 No. 135
rs. 1995 No. 345
rep. 1998 No. 185
Form 370.............................	ad. 1995 No. 345
rep. 2000 No. 11
Form 378.............................	ad. 1995 No. 345
rs. 1998 No. 185
rep. 2000 No. 11
Form 379............................	ad. 1995 No. 345
rep. 1998 No. 185
Forms 401, 402.................	1990 No. 455
am. 1991 Nos. 281 and 453
rs. 1995 No. 345
rep. 1998 No. 185
Form 403............................	1990 No. 455
rs. 1995 No. 345
rep. 1998 No. 185
Form 404............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
rep. 1998 No. 185
Forms 405, 406.................	1990 No. 455
rs. 1995 No. 345
rep. 1998 No. 185
Forms 407–410.................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
rep. 1998 No. 185
Form 510............................	1990 No. 455
am. 1991 No. 281
rep. 1993 No. 135
Form 511............................	1990 No. 455
rep. 1993 No. 135
Forms 512–514.................	1990 No. 455
am. 1991 No. 281
rep. 1993 No. 135
Form 515............................	1990 No. 455
rep. 1993 No. 135
Form 516............................	1990 No. 455
am. 1991 No. 281
rep. 1993 No. 135
Form 518............................	1990 No. 455
rep. 1993 No. 135
Form 526............................	1990 No. 455
rep. 1993 No. 135
Form 528............................	1990 No. 455
am. 1991 No. 281
rs. 1995 No. 345
rep. 1998 No. 185
Form 528A..........................	1990 No. 455
rs. 1995 No. 345
rep. 1998 No. 185
Form 531............................	1990 No. 455
rep. 1993 No. 135
Forms 601, 602..................	1990 No. 455
rep. 2000 No. 11
Form 602A..........................	1990 No. 455
am. 1998 No. 22
rep. 2000 No. 11
Forms 602B, 602C............	1990 No. 455
am. 1995 No. 345
rep. 2000 No. 11
Forms 603, 604..................	1990 No. 455
am. 1991 No. 281
rs. 1996 No. 343
rep. 2000 No. 11
Form 605.............................	1990 No. 455
am. 1991 Nos. 219 and 281

rs. 1996 No. 343
rep. 2000 No. 11
Form 606.............................	1990 No. 455
rep. 2000 No. 11
Forms 607, 608..................	1990 No. 455
am. 1995 No. 345
rep. 2000 No. 11
Form 609.............................	1990 No. 455
rep. 2000 No. 11
Form 610.............................	1990 No. 455
am. 1995 No. 345
rep. 2000 No. 11
Form 701............................	1990 No. 455
rs. 1995 No. 345
rep. 1998 No. 186
Form 706............................	1990 No. 455
rs. 1995 No. 345
rep. 1998 No. 186
Form 722.............................	1990 No. 455
rs. 1995 No. 345
rep. 2000 No. 11
Form 723............................	1990 No. 455
rep. 1998 No. 186
Form 803A..........................	1990 No. 455
am. 1991 No. 219
rep. 1995 No. 345
Form 803B..........................	1990 No. 455
rep. 1995 No. 345
Form 906.............................	1990 No. 455
rs. 1993 No. 135
rep. 2000 No. 11
Forms 1001, 1002.............	ad. 1994 No. 302
rs. 1995 No. 345
rep. 1998 No. 185
Schedule 6A...........................	ad. 1994 No. 108
rep. 1998 No. 185
Heading to Schedule 7.........	rep. 1998 No. 185
Schedule 7.............................	rep. 1998 No. 185
Schedule 9A...........................	ad. 1994 No. 302
am. 1994 No. 430; 1995 No. 398; 1998 Nos. 185 and 293; 1999 No. 143
rep. 2000 No. 11
Schedule 9B...........................	ad. 1996 No. 51
rep. 1998 No. 185
Schedule 10...........................	rep. 1995 No. 345
Schedule 12...........................	am. 1995 No. 345
rep. 1998 No. 185

Note 2

Schedule 8A — Regulation 72 of Statutory Rules 1998 No. 185 provides as follows:

72.Schedule 8A (Deed of company arrangement — prescribed provisions)

72.1

Paragraph 2 (t):

Omit “, using the company’s common seal or official seal when necessary”.

The proposed amendment was misdescribed and is not incorporated in this compilation.

Note 3

Regulation 7.12.11 — Regulation 28.5 of Statutory Rules 1998 No. 186 provides as follows:

28.Regulation 7.12.11 (Section 1021 (Specific provisions applicable to all prospectuses))

28.5 Modified paragraph 1021 (6) (f):

Omit “arrangement, common enterprise, financial or business undertaking, investment contract or”.

The proposed amendment was misdescribed and is not incorporated in this compilation.

Table AApplication, saving or transitional provisions

Statutory Rules 1998 No. 186

47Transitional provisions

47.1
The requirements of section 1071 of the Corporations Law (as in force immediately before the commencement of this regulation) apply to:
(a)
any prescribed interests, and an undertaking (except a disclosing entity) or management company, to which Division 11 of Part 9.11 of the Law applies; and
(b)
the directors of a management company mentioned in paragraph (a).
47.2
For paragraphs 1071 (1) (a) and (b) of the Corporations Law, as applied by subregulation 47.1, the prescribed period is 90 days.
47.3
A return lodged in accordance with the requirements of subsection 1071 (1) of the Corporations Law, as applied by subregulation 47.1, must be accompanied by:
(a)
a copy of the statement of accounts and auditor’s report on the accounts prepared for the financial years to which the report relates in compliance with the covenant included in the relevant deed under paragraph 1069 (1) (f) of the Corporations Law; and
(b)
the statement that describes buy-back arrangements in effect when that statement is sent under that paragraph to holders of the prescribed interests.
47.4
For the purpose of applying Chapter 2M of the Corporations Law, as in force immediately after the commencement of these regulations, to an undertaking to which prescribed interests relate:
(a)
the trustee or representative is responsible for the performance of obligations in respect of the undertaking; and
(b)
the trustee or representative is taken to be the directors and officers of the undertaking; and
(c)
debts incurred in operating the undertaking are taken to be the debts of the undertaking.

Statutory Rules 1998 No. 293

20.Commencement of certain amendments of Corporations Regulations

20.1
Despite paragraph 1.1 (d) of Statutory Rules 1998 No. 185, the items in Schedule 1 to that Statutory Rule that relate to Chapter 10, Part 10.1 and regulations 10.1.01 and 10.1.02 of the Corporations Regulations are taken to have commenced on the commencement of Part 1 of that Statutory Rule.