Corporations Regulations (Amendment) (Cth)

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Statutory Rules 1998No. 185 1

__________________

Corporations Regulations2 (Amendment)

I, WILLIAM PATRICK DEANE, Governor-General of the Commonwealth of Australia, acting with the advice of the Federal Executive Council, make the following regulations under the Corporations Act 1989.

Dated 30 June 1998.

WILLIAM DEANE

Governor-General

By His Excellency’s Command,

IAN CAMPBELL

Parliamentary Secretary to the Treasurer

for the

Treasurer

____________

PART 1—PRELIMINARY

1. Commencement

1.1 These regulations commence as follows:

(a) Part 1 commences on gazettal;
(b)
Part 2 commences on the commencement of item 198 of Schedule 3 of the Company Law Review Act 1998;
(c)
Part 3 commences on the commencement of Schedule 5 to the Company Law Review Act 1998;
(d)
Part 4 commences on the commencement of the Managed Investments Act 1998.

2. Amendment

2.1 The Corporations Regulations are amended as set out in these regulations.

PART 2—AMENDMENTS RELATED TO SCHEDULES 1, 2, 3 AND 4 OF THE COMPANY LAW REVIEW ACT 1998

3. Regulation 1.02 (Interpretation)

3.1 Subregulation 1.02 (1) (definition of agent):

Omit “subsection 346 (1)”, substitute “subsection 601CG (1)”.

3.2 Subregulation 1.02 (1) (definition of form):

Omit the definition, substitute:

“form means an approved form or a prescribed form;”.

3.3 Subregulation 1.02 (1) (definition of registration number, paragraph (a)):

Omit the paragraph, substitute:

“(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”.

3.4 Subregulation 1.02 (1) (definition of registration number, paragraph (b)):

Omit “section 341 or 344”, substitute “section 601CB or 601CE”.

3.5 Insert the following definition:

“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.”.

4. Regulation 1.03 (Approved and prescribed forms)

4.1 Subregulation 1.03 (1):

Omit the subregulation, substitute:

“(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.”.

4.2 Subregulation 1.03 (2):

Omit “in Schedule 2”.

5. Regulation 1.05 (Documents and information required by forms)

5.1 Subregulation 1.05 (1):

Omit all the words following subparagraph (b) (ii), substitute:

“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.”.

5.2 Subregulation 1.05 (2):

Omit the subregulation, substitute:

“(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.”.

6. Regulation 1.07A (Information to accompany documents etc lodged for half-years)

6.1 Omit all the words before paragraph (a), substitute:

“1.07A 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:”.

7. Regulation 1.07B (Information to accompany documents etc lodged for financial years)

7.1 Omit all the words before paragraph (a), substitute:

“1.07B 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:”.

8. Regulation 1.08 (Manner of signing documents to be lodged)

8.1 Omit the regulation, substitute:

Certain documents to be signed by personal representatives etc

“1.08. 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.”.

9. Regulation 1.15 (Copies of lodged orders)

9.1 Paragraph 1.15 (a):

Omit the paragraph, substitute:

“(a) subsection 254CC (2); or”.

9.2 Paragraph 1.15 (b):

Omit the paragraph.

10. Regulation 1.17 (Modification of Securities Industry Act 1980)

10.1 Omit “as set out in Schedule 9B”, substitute:

“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.’.”.

11. New Part 1.1

11.1 After regulation 1.17, insert:

“PART 1.1—PRESCRIBED AMOUNTS

Prescribed amounts

“1.1.01 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.”.

12. Regulation 1.2.23 (Application of certain provisions of Chapter 7 of Corporations Law)

12.1 Subregulation 1.2.23 (1):

After “modified”, insert “by regulation 1.2.26”.

13. Regulation 1.2A.04 (Financial institutions exempt from disclosing entity provisions)

13.1 Subregulation 1.2A.04 (1):

Omit “sections 297, 298 and 299 of the Law (as applied by section 323A of the Law)”, substitute “sections 296 and 304 of the Law”.

13.2 Subregulation 1.2A.04 (2):

Omit the subregulation.

14. New regulation 1.2A.05

14.1 After regulation 1.2A.04, insert:

Financial reports of financial institutions that are disclosing entities

“1.2A.05 For section 111AV of the Corporations Law, paragraph 308 (1) (a) and subsection 308 (2) of the Law as modified in items 2 and 3 in Schedule 13 apply to a financial institution that is a disclosing entity.”.

15. Chapter 2 (Constitution of companies)

15.1 Chapter heading:

Omit the heading, substitute:

“CHAPTER 2B—BASIC FEATURES OF A COMPANY”.

16. Part 2.3 (Legal capacity, powers and status)

16.1 Part heading:

Omit the heading, substitute:

“PART 2B.6—NAMES

Availability of names (Corporations Law, s 147)

“2B.6.01(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.

Ministerial consent required for use of certain expressions in names

“2B.6.02 If:

(a) an application is made under one of the following sections of the Corporations Law:
(i)
in the case of registration of a name—section 117;
(ii)
in the case of reservation of a name—section 152;
(iii)
in the case of change of a name—section 157; and
(b) the name contains a word or phrase specified in column 2 of Part 4 of Schedule 6;

the application must be accompanied by the consent in writing of the Minister specified in column 3 in relation to that name.

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

“2B.6.03For 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.”.

17. Regulation 2.3.01 (Form of notice of resolution)

17.1 Omit “subsection 168 (1) or (2), 171 (2), 173 (2), 256 (1) or 491 (2)”, substitute “subsection 136 (5), 157 (2), 162 (3), 238 (1A), 246F (3), 254H (4), 254N (2), 256D (1), 260B (7), 461 (2), 491 (2), 506 (1B), 507 (11) or 510 (1A)”.

17.2 Omit “Form 205”, substitute “the approved form”.

18. Regulation 2.3.02 (Translation day—Division 2 companies)

18.1 Omit the regulation.

19. Part 2.4 (Membership and share capital)

19.1 Omit the Part.

20. Part 2.5 (Company registers)

20.1 Part heading:

Omit the heading, substitute:

“CHAPTER 2C—REGISTERS”.

21. Regulation 2.5.01 (Securities exchange (Corporations Law, s 170 (3))

21.1 Omit “subsection 216C (3)”, substitute “subsection 170 (3)”.

22. Chapter 3 (Internal administration)

22.1 Chapter heading:

Omit the heading, substitute:

“CHAPTER 2D—OFFICERS”.

23. Part 3.2 (Officers)

23.1 Part heading:

Omit the heading.

24. Part 3.3 (Meetings and proceedings)

24.1 Omit the Part.

25. Part 3.5 (Charges)

25.1 Part heading:

Omit the heading, substitute:

“CHAPTER 2K—CHARGES

part 2K.2—registration”.

26. Part 3.6 (Accounts)

26.1 Part heading:

Omit the heading, substitute:

“CHAPTER 2M—FINANCIAL REPORTS AND AUDIT”.

27. Regulation 3.6.01 (Accounting records)

27.1 Omit the regulation.

28. Regulation 3.6.02 (Financial statements: prescribed requirements under subsection 297 (1) of the Corporations Law)

28.1 Omit the regulation, substitute:

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

“2M.3.01 (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 8; 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 8.

“(2) Subregulation (1) does not apply to a half-year accounting period of a disclosing entity unless the entity is a borrowing corporation.”.

29. Regulation 3.6.02A (Section 309—Benefits under contracts with directors (accounting period))

29.1 Omit the regulation.

30. Regulation 3.6.03 (Prescribed stock exchanges for the purpose of subclause 17 (3) of Schedule 5)

30.1 Omit the regulation.

31. Regulation 3.6.05 (Rounding off amounts: section 311 of the Corporations Law)

31.1 Omit the regulation.

32. Regulation 3.6.06 (Section 331B—Are the financial statements properly drawn up?)

32.1 Omit the regulation.

33. Part 3.8 (Annual return)

33.1 Omit the Part, substitute:

Modification of operation of Chapter 2M of Corporations Law

“2M.6.01. For section 343 of the Corporations Law, the operation of the Law is modified in accordance with Schedule 9.”.

34. Chapter 4 (Various corporations)

34.1 Chapter heading:

Omit the heading, substitute:

“CHAPTER 5B—BODIES CORPORATE REGISTERED AS COMPANIES, AND REGISTRABLE BODIES”.

35. Part 4.1 (Registration of certain bodies)

35.1 Part heading:

Omit the heading, substitute:

“PART 5B.2—REGISTRABLE BODIES”.

36. Regulation 4.1.01 (Certified copies of certificates of incorporation etc)

36.1 Omit “paragraphs 341 (a) and 344 (a)”, substitute “paragraphs 601CB (a) and 601CE (a)”.

36.2 Omit “Part 4.1”, substitute “Part 5B.2”.

37. Regulation 4.1.02 (Manner of certifying constituent documents)

37.1 Omit “paragraphs 341 (b) and 344 (b)”, substitute “paragraphs 601CB (b) and 601CE (b)”.

38. Regulation 4.1.03 (Manner of sending letters (Corporations Law, ss 601CC (2) and 601CL (3)))

38.1 Omit “subsections 342 (2) and 350 (3)”, substitute “subsections 601CC (2) and 601CL (3)”.

39. Regulation 4.1.04 (Manner of sending notices (Corporations Law, ss 601CC (3) and 601CL (4)))

39.1 Omit “subsections 342 (3) and 350 (4)”, substitute “subsections 601CC (3) and 601CL (4)”.

40. Regulation 4.1.05 (Balance sheets and other documents)

40.1 Regulation 4.1.05:

Omit “subsection 349 (9)”, substitute “subsection 601CK (9)”.

40.2 Paragraph 4.1.05 (i):

Omit the paragraph, substitute:

“(i) a statement that the company is an exempt foreign company;”.

41. Regulation 4.1.06 (Notices (Corporations Law, s 601CV (1)))

41.1 Subregulation 4.1.06 (1):

Omit “paragraph 361 (1) (a)”, substitute “paragraph 601CV (1) (a)”.

41.2 Subregulation 4.1.06 (2):

Omit “paragraph 361 (1) (b)”, substitute “paragraph 601CV (1) (b)”.

41.3 Subregulation 4.1.06 (3):

Omit “subparagraph 361 (1) (d) (i)”, substitute “subparagraph 601CV (1) (d) (i)”.

42. Part 4.2 (Names)

42.1 Part heading:

Omit the heading, substitute:

“PART 5B.3—NAMES OF REGISTRABLE AUSTRALIAN BODIES AND FOREIGN COMPANIES

Availability of names (Corporations Law, s 601DC)

“5B.3.01 (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.

43. Regulation 4.2.01 (Names unacceptable for registration)

43.1 Subregulation 4.2.01 (1B):

Omit all the words before paragraph (a), substitute:

“(1B) For paragraph 147 (1) (c) or 601DC (1) (c) of the Corporations Law, a name is unacceptable for registration, if the name:”.

43.2 Paragraph 4.2.01 (1B) (a):

Omit the paragraph, substitute:

“(a) contains:
(i)
any of the following words:
Olympic Paralympic
Olympics Paralympics
Olympiad Paralympian
Olympian
or an abbreviation of any of them; and
(ii)
any of the following expressions:
City Summer
Games Sydney
Gold Two Thousand
Millennium 2000
or an abbreviation of any of them; or”.

43.3 Paragraph 4.2.01 (1B) (m):

Omit “Column 1 or Column 2 of Schedule 6A”, substitute “subparagraph (a) (i)”.

43.4 Subregulation 4.2.01 (1):

Omit all the words before paragraph (a), substitute:

“(1) For paragraph 147 (1) (c) or 601DC (1) (c) of the Corporations Law, a name is unacceptable for registration if the name:”.

43.5 Paragraphs 4.2.01 (1) (b) and (c):

Omit “subregulation”, substitute “subrule”.

43.6 Subparagraph 4.2.01 (1) (d) (viii):

Omit “country; or”, substitute “country;”.

43.7 Paragraph 4.2.01 (1) (d):

Add at the end:

“if that connection does not exist; or”.

43.8 Subregulation 4.2.01 (2):

Omit “Paragraph (1) (b)”, substitute “Paragraph 6203 (b)”.

43.9 Paragraphs 4.2.01 (2) (a) and (b):

Omit “Schedule 6”, substitute “Part 3”.

43.10 Subregulation 4.2.01 (3):

Omit “Paragraph (1) (c)”, substitute “Paragraph 6203 (c)”.

43.11 Subregulation 4.2.01 (4):

Omit “Paragraph 4.2.01 (1B) (m)”, substitute “Paragraph 6202 (m)”.

43.12 Subregulation 4.2.01 (5):

Omit “subregulation 4.2.01 (4)”, substitute “rule 6206”.

43.13 4.2.01 (6):

Omit “Subregulations (1A), (1B), (4) and (5), and Schedule 6A”, substitute “Rules 6201, 6202, 6206 and 6207”.

44. Regulation 4.2.02 (Ministerial consent required for use of certain expressions in names)

44.1 Paragraph 4.2.02 (a):

Omit the paragraph, substitute:

“(a) an application is made, or a notice is given, under one of the following sections of the Corporations Law:
(i)
in the case of registration of a name—section 601BC, 601CB or 601CE;
(ii)
in the case of reservation of a name—section 601DA;
(iii)
in the case of change of a name—section 601DH; and:”.

44.2 Paragraph 4.2.02 (b):

Omit “Schedule 7”, substitute “Part 4 of Schedule 6”.

45. New regulation 5B.3.03

45.1 After regulation 4.2.01, insert:

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

“5B.3.03 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.”.

46. Regulation 5.6.04 (Deregistration of defunct company)

46.1 Omit the regulation.

47. Regulation 5.6.05 (Rate of commission)

47.1 Omit the regulation.

48. Regulation 5.6.44 (Debt discount rate (Corporations Law, s 554B))

48.1 Omit “(2)”.

49. Regulation 5.6.73 (Notice of intention to deregister a defunct company)

49.1 Omit the regulation.

50. Regulation 6.1.01 (Manner of sending documents (Corporations Law, s 607 (2))

50.1 Paragraph 6.1.01 (a):

Omit “adressee”, substitute “addressee”.

50.2 Paragraph 6.1.01 (a):

Omit “territory”, substitute “Territory”.

51. Regulation 7.3.15 (Sale of forfeited shares exempt (Act, s 30))

51.1 Omit “section 388”, substitute “section 254Q”.

52. Regulation 7.3.16 (Exemption from Chapter 7—transactions in option contracts on NZFOE market (Act, s 30))

52.1 Subregulation 7.3.16 (1) (definition of Commission):

Omit the definition.

53. Regulation 7.12.06 (Excluded offers and invitations (Corporations Law, s 66 (3)))

53.1 Subparagraph 7.12.06 (a) (vii):

Omit “or”.

53.2 Subparagraph 7.12.06 (a) (viii):

Omit the subparagraph.

54. Regulation 7.12.08C (Section 1043D notices)

54.1 Paragraph 7.12.08C (1) (a):

Omit “to what extent they are paid up”, substitute “the amount unpaid on them”.

54.2 Subparagraph 7.12.08C (1) (g) (i):

Omit the subparagraph.

54.3 Subparagraph 7.12 08C (1) (l) (i):

Omit “or 326 of the Corporations Law”, substitute “of the Law”.

55. Regulation 9.1.01 (Prescribed registers (Corporations Law, s 1274A))

55.1 Paragraph 9.1.01 (a):

Omit the paragraph, substitute:

“(a) the register of companies registered under section 118, 601BD or 1362B of the Law or the registration of which is continued by section 1413 of the Law;”.

55.2 Paragraph 9.1.01 (d):

Omit “Part 4.1”, substitute “Part 5B.2”.

55.3 Paragraph 9.1.01 (e):

Omit “Part 4.1”, substitute “Part 5B.2”.

55.4 Paragraph 9.1.01 (f):

Omit the paragraph, substitute:

“(f) the register of names reserved under section 152 of the Law;”.

56. Regulation 9.1.02 (Prescribed information (Corporations Law, s 1274A))

56.1 Paragraph 9.1.02 (a):

Omit all the words before subparagraph (i), substitute:

“(a) in relation to each company registered under section 118, 601BD or 1362B of the Law or the registration of which is continued by section 1413 of the Law:”.

56.2 Subparagraph 9.1.02 (a) (i):

Omit “incorporation”, substitute “registration”.

56.3 Subparagraphs 9.1.02 (a) (iv), (d) (iii) and (e) (iii):

Omit the subparagraphs.

57. Regulation 9.2.04 (Practical experience in auditing (Corporations Law, s 1280 (2)))

57.1 Subparagraph 9.2.04 (a) (i):

Omit “sections 331B, 331C, 331D and 331E”, substitute “sections 307, 308 and 309”.

57.2 Paragraph 9.2.04 (c):

Omit “sections 331B, 331C, 331D and 331E”, substitute “sections 307, 308 and 309”.

58. Part 9.4 (Offences)

58.1 Omit the Part, substitute:

“PART 9.4—PENALTY NOTICE OFFENCES AND PENALTIES

Prescribed offences (Corporations Law, s 1313)

“9.4.01. For paragraph (b) of the definition of prescribed offence in subsection 1313 (8) of the Corporations Law, an offence against section 144, subsection 601CW (2), (9) or (10) or section 428, 457 or 541 of the Law is a prescribed offence.

Prescribed penalties (Corporations Law, s 1313)

“9.4.02. (1) For subparagraph (a) (i) of the definition of prescribed penalty in subsection 1313 (8) of the Corporations Law, the prescribed amount is 5 penalty units.

“(2) For an offence prescribed in regulation 9.4.01 for which a person may be, or has been, given a notice under subsection 1313 (1) of the Corporations Law, the amount of the penalty is:

(a) if the person is an individual—2.5 penalty units; and
(b)
if the person is a body corporate—12.5 penalty units.”.

59. Regulation 9.5.01 (Prescribed functions (Corporations Law, s 1345A (1))

59.1 Paragraph 9.5.01 (a):

Omit “subsection 367 (4)”, substitute ”subsection 147 (2) or 601DC (2)”.

60. New Chapter 10

60.1 After Part 9.5, insert:

“CHAPTER 10—NATIONAL SCHEME PROVISIONS

“PART 10.1—TRANSFER OF REGISTRATION

“Division 1—Transfer of incorporation of recognised

companies to this jurisdiction

(Corporations Law, ss 1362B (1) and (2))

Recognised companies may apply for registration

“10.1.01. (1) A recognised company may lodge an application to be registered as a company under section 1362B of the Corporations Law of this jurisdiction.

“(2) The ASC must grant the application if:

(a) regulation 10.1.02 does not prevent the ASC from registering the company; and
(b)
the application is made in accordance with regulation 10.1.03.

Externally-registered bodies corporate not to be registered

“10.1.02. The ASC must not register a recognised company if:

(a) the company is an externally-administered body corporate; or
(b)
an application has been made to a court in Australia or elsewhere to wind up the company or for the approval of a compromise or arrangement between the company and another person, and has not been dealt with.

Form and content of applications

“10.1.03. (1) An application by a recognised company under regulation 10.1.01 must be in accordance with Form 213.

“(2) The application must be accompanied by each of the following documents that is not already held by the ASC:

(a) a certificate issued to the company, not earlier than 1 month before lodgment of the application, under the provisions of the Corporations Law of the jurisdiction in which the company is currently registered that correspond to Division 3;
(b)
evidence acceptable to the ASC that regulation 10.1.02 does not prevent the ASC from registering the company under this Division;
(c)
such other documents and information (if any) as the ASC requires by written notice given to the company.

Registration

“10.1.04. (1) If the ASC grants an application under subregulation 10.1.01 (2), the ASC must:

(a) register the company as a company of the same type as it was in the jurisdiction in which it was registered immediately before its registration in accordance with this Division; and
(b)
allocate to the company the same registration number that it had immediately before its registration in accordance with this Division.

Effect of registration

“10.1.05. If a company is registered in accordance with this Division:

(a) the company is taken to be registered under the Corporations Law of this jurisdiction; and
(b)
its constitution immediately before being so registered:
(i)
continues to be its constitution immediately after being so registered; and
(ii)
binds the company, its directors and members, and the secretary (if any) of the company accordingly.

Certificates of registration

“10.1.06. (1) If a company is registered in accordance with this Division, the ASC must issue a certificate that states:

(a) the company’s name; and
(b)
the company’s ACN; and
(c)
the company’s type; and
(d)
the date of registration in accordance with this Division.

Note For the evidentiary value of a certificate of registration, see subsection 1274 (7A) of the Corporations Law.

“(2) The ASC must keep a copy of the certificate.

“(3) The copy of the certificate is taken, for subsection 1274 (2) of the Corporations Law, to be lodged.

Registers and minute books

“10.1.07. If, immediately before the day on which a company is registered in accordance with this Division, the company kept a register, or books, mentioned in a law corresponding to section 168 or 271, or section 251A, of the Corporations Law:

(a) the register is taken to be a register mentioned in section 168 or 271 of the Law, as the case requires; and
(b)
the books are taken to be books mentioned in section 251A of the Law.

“Division 2—Transfer of incorporation of

companies to other jurisdictions

(Corporations Law, s 1362B (3))

Approval of applications for certificates authorising transfer applications

“10.1.08. (1) An application to the ASC for a certificate authorising a company to apply for registration as a company under a law of another jurisdiction corresponding to section 1362B of the Corporations Law of this jurisdiction must be approved by a special resolution of the company.

“(2) The special resolution must be approved at a general meeting of the company notice of which has been given to every member of the company.

“(3) A copy of the special resolution must be lodged within 14 days of the day on which it was passed.

Special resolutions may be set aside by Court order

“10.1.09. (1) Within 28 days after the passing of a special resolution approving an application under regulation 10.1.08, a member, or members, of the company having at least 10% of the votes capable of being cast on the special resolution may apply in writing to the Court to have the resolution set aside.

“(2) A member may, with the written consent of other members mentioned in subregulation (1), apply on their behalf to the Court under that subregulation.

“(3) The Court may order the special resolution to be set aside if the Court is satisfied that the registration of the company in accordance with the resolution would unfairly prejudice the applicant or applicants.

“(4) The Company must lodge a copy of the Court order within 14 days of the day on which it was made.

Applications for certificates authorising transfer applications

“10.1.10. (1) A company may, in accordance with a special resolution of the company, apply to the ASC for a certificate authorising the company to apply for registration as a company under a law of another jurisdiction corresponding to section 1362B of the Corporations Law of this jurisdiction.

“(2) An application under subregulation (1) must be in accordance with Form 214.

“(3) The application must be accompanied by:

(a) a declaration signed by the directors of the company or, if the company has more than 2 directors, a majority of the directors, to the effect that they have:
(i)
inquired into the affairs of the company; and
(ii)
formed an opinion at a meeting of directors that the company will be able to pay its debts as they fall due; and
(b) a report on the affairs of the company showing the assets and liabilities of the company up to the latest practicable date before the application was made.

Issue of certificates to authorise transfer applications

“10.1.11. (1) On application in accordance with regulation 10.1.10, the ASC must issue a certificate mentioned in that regulation if:

(a) the company has passed a special resolution approving the application for the certificate; and
(b)
the company has given to its creditors, in a manner approved by the ASC, notice of its intention to apply for such a certificate; and
(c)
the ASC is not aware of any failure of the company to comply with a requirement of the Corporations Law that applies to the company; and
(d)
the ASC is not aware of any other reason why the certificate should not be granted; and
(e)
both the Minister for this jurisdiction and the Minister for the other jurisdiction have consented in writing to the issue of the certificate.

“(2) The ASC must not issue the certificate within 28 days of the day on which the application was made.

“(3) A certificate may be issued under subregulation (1) subject to such conditions as are stated in the certificate.”.

61. Regulation 10.1.01 (Modification of Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980)

61.1 Omit “this Part”, substitute “regulation 11.1.02”.

62. Schedule 1 (List of forms in Schedule 2)

62.1 Schedule heading:

Omit “Regulation 1.03”, substitute “Regulation 1.0.03”.

62.2 Heading after item 1A:

Omit the heading.

62.3 Items 2 to 15:

Omit the items.

62.4 Items 17 to 22:

Omit the items.

62.5 Items 23, 23A and 24:

Omit the items, substitute:

“23A

Section 250P

Extension of time for holding AGM

2501”.

62.6 Items 29, 29A and 29B:

Omit the items.

62.7 Item 32A:

Omit the item.

62.8 Heading after item 32A:

Omit the heading.

62.9 Item 66:

Omit the item, substitute:

“66

Subsection 568A (1)

Notice of disclaimer of onerous property

525”.

62.10 Items 69 and 70:

Omit the items, substitute:

“69

Subsection 601AA (2)

De-registration—

voluntary

6010”.

62.11 Item 85:

Omit “lcontributories”, substitute “contributories”.

63. Schedule 2

63.1 Schedule heading:

Omit the heading, substitute:

“SCHEDULE 2 Regulations 1.0.02

and 1.0.03

FORMS”.

63.2 Forms 1001, 1002 and 105:

Omit the Forms, substitute:

63.3 Forms 201, 202, 203, 205, 206, 207, 207Z, 208, 209, 210, 211, 212, 213, 214, 215, 280 and 281:

Omit the Forms, substitute:

63.4 Forms 301, 302, 303, 304, 305, 306, 307, 322:

Omit the Forms, substitute:

63.5 Form 308:

Omit the Form.

63.6 Forms 313, 315, 316, 361, 378 and 379:

Omit the Forms, substitute:

63.7 Forms 401, 402, 403, 404, 405, 406, 407, 408, 409 and 410:

Omit the Forms.

63.8 Forms 507 and 508:

Omit the Forms, substitute:

63.9 Forms 528 and 528A:

Omit the Forms, substitute:

63.10 Form 909:

Omit the Form, substitute:

64. Schedule 4 (Prescribed amounts)

64.1 Heading:

Omit “Regulation 2.4.02”, substitute “Regulation 1.1.01”.

64.2 Item 2:

Omit the item, substitute:

“2

Supply under section 139 by a company to a member of the company of a copy of the company’s constitution

10.00”.

64.3 Item 3A:

Paragraphs (a) and (b):

Omit the paragraphs, substitute:

“(a)
subsection 246G (3)

(b)
subsection 251B (4)

(ba)
subsection 253N (4)”.

65. Schedule 5 (Requirements for financial statements under subsection 297 (1) of the Corporations Law)

65.1 Schedule heading:

Omit the heading, substitute:

“SCHEDULE 5 Regulation 2M.1.01

Requirements for financial statements under subsection 296 (2) of the Corporations Law”.

65.2 Subclause 1 (1) (definition of remuneration, subparagraph (b) (iv)):

Omit “Australia,”, substitute “Australia;”.

65.3 Subclause 1 (1):

Insert the following definition:

“specified stock exchange means:

(a) Australian Stock Exchange Limited; or
(b)
American Stock Exchange Inc.; or
(c)
New York Stock Exchange Inc.; or
(d)
New Zealand Stock Exchange; or
(e)
Pacific Coast Stock Exchange; or
(f)
The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited; or
(g)
The Johannesburg Stock Exchange; or
(h)
The Mid-West Stock Exchange; or
(i)
The Montreal Exchange; or
(j)
The Paris Bourse; or
(k)
The Toronto Stock Exchange.”.

65.4 After subclause 1 (3), insert:

“(3A) Unless the contrary intention appears, a word or expression (except a word or expression that is defined in subclause (1) or to which subclause (2) or (3) applies) that is used in this Schedule has the same meaning as in the Corporations Law as in force immediately before the commencement of item 29 in Schedule 3 to the Company Law Review Act 1998.

“(3B) Unless the contrary intention appears, a reference to a provision of the Corporations Law is a reference in this Schedule to the provision of the Law as in force immediately before the commencement of item 29 in Schedule 3 to the Company Law Review Act 1998.”.

65.5 Subclause 6 (1):

Omit “after income tax” (first occurring), substitute “after income tax;”.

65.6 Subclause 6 (1):

Omit “extraordinary items” (second occurring), substitute “extraordinary items;”.

65.7 Subclause 7 (1):

Omit “TOTAL SHAREHOLDERS’ EQUITY.”, substitute “Total shareholders’ equity.”.

65.8 Paragraph 17 (1) (a):

Omit “a stock exchange specified by regulation 3.6.03”, substitute “a specified stock exchange

65.9 Paragraph 17 (3) (b):

Omit “a stock exchange prescribed by regulation 3.6.03”, substitute “a specified stock exchange”.

66. New Schedule 5A

66.1 After Schedule 5, insert:

SCHEDULE 5A Regulation 2M.1.03

MODIFICATIONS OF THE OPERATION OF CHAPTER 2M OF THE CORPORATIONS LAW

Definitions for Schedule

1. In this Schedule:

AGM means annual general meeting.
Chapter 2M means Chapter 2M of the Corporations Law.

chief entity has the meaning given in section 295 of the Corporations Law as in force immediately before the commencement of item 29 of Schedule 3 to the Company Law Review Act 1998.

life insurance law means a law of the Commonwealth, except the Corporations Law, relating to life insurance.

prescribed corporation means:

(a) an Australian bank; or
(b)
a life office.

Compliance with Chapter 2M—financial reports of Australian banks

2. If an Australian bank has prepared a financial report in accordance with the law of the Commonwealth, except the Corporations Law, relating to banking, the corporation is taken to have complied with the corresponding provisions of Chapter 2M.

Compliance with Chapter 2M—financial reports of life offices

3. (1) If a life office has prepared a financial report in accordance with the life insurance law (or with an order made under section 340 or 341 of the Corporations Law applying to the report) and the report was:

(a) laid before the relevant AGM of the corporation; and
(b)
lodged within 3 months of the end of the period to which it relates;

the life office, and its directors and auditors, are not taken to have contravened Chapter 2M only because of the circumstances mentioned in subclause (2).

(2) The circumstances are:

(a) a financial report was not prepared in accordance with Chapter 2M, laid before the relevant AGM of the corporation or lodged; and
(b)
an audit report required by that Chapter was not laid before that AGM or lodged.

(3) If the life office does not lay before its AGM financial reports and auditors’ reports complying with the life insurance law, the life office must lodge a copy of each of the reports within 4 months of the end of the period to which it relates.

Auditors’ reports on financial reports of life offices

4. If the financial report of a life office complies with the life insurance law, sections 307, 308 and 309 of the Corporations Law do not apply in relation to the report.

Compliance with certain provisions of Chapter 2M—prescribed corporations

5. (1) This clause applies to a prescribed corporation that has, in accordance with Chapter 2M as modified in its operation by this Schedule, given to its members the documents that it is required to lay before its relevant AGM.

(2) The corporation is not taken to have contravened Division 4 of Part 2M.3 of the Corporations Law only because it did not give to its members the financial reports or other documents mentioned in the Division.

(3) However, subclause (1) does not apply in relation to a financial report or other document that must be laid before the AGM under section 317 of the Corporations Law.

Directors’ reports—prescribed corporations that are not chief entities

6. If a prescribed corporation is not a chief entity in a financial year, subsection 292 (1) of the Corporations Law does not require a directors’ report for the corporation to be prepared for the year.

Compliance with Chapter 2M—financial reports of certain chief entities

7. (1) This clause applies to a corporation that, during an accounting period of the corporation:

(a) was a chief entity; and
(b)
controlled another corporation (a controlled entity) that was a prescribed corporation at any time in that period.

(2) The chief entity does not contravene Chapter 2M only because a financial report of the entity does not consolidate a controlled entity that was at any time during the accounting period to which that report relates a prescribed corporation if the report complies with subclause (3).

(3) A financial report of the chief entity for the accounting period complies with this subclause if the report of the controlled entity for the corresponding accounting period of the controlled entity is attached to the financial report of the chief entity.

67. Schedule 6 (Restricted words or phrases)

67.1 Schedule heading and titles:

Omit the heading, substitute:

“SCHEDULE 6Regulations 2B.6.01,

2B.6.02, 5B.3.01 and 5B.3.02

“availability of names

“PART 1—RULES FOR ASCERTAINING WHETHER NAMES ARE IDENTICAL

“6101. In comparing one name with another for paragraph 147 (1) (a) or (b) or 601DC (1) (a) or (b) of the Corporations Law, the following matters are to be disregarded:

(a) the use of the definite or indefinite article as the first word in one or both of those names;
(b)
the use of ‘Proprietary’, ‘Pty’, ‘Limited’, ‘Ltd’, ‘No Liability’ or ‘NL’ in one or both of the names;
(c)
whether a word is in the plural or singular number in one or both names;
(d)
the type, size and case of letters, the size of any numbers or other characters, and any accents, spaces between letters, numbers or characters, and punctuation marks, used in one or both names;
(e)
the fact that one name contains a word or expression in column 2 of the following table and the other name contains an alternative for that word or expression in column 3:

Column 1 Item	Column 2 Word or expression	Column 3 Alternative
1	Australian	Aust
2	Company	Co or Coy
3	Co	Company or Coy
4	Coy	Company or Co
5	Number	No
6	and	&
7	Incorporated	Inc
8	Corporation	Corp
9	Australian Company Number	ACN

“PART 2—NAMES UNACCEPTABLE FOR REGISTRATION”.

67.2 Before the table, insert:

“PART 3—RESTRICTED WORDS AND PHRASES”.

67.3 Table (items 1 to 23):

Renumber as items 6301 to 6323, respectively.

68. Schedule 6A (Restricted words, numbers and phrases for the Summer Games of the Twenty-Seventh Olympiad and the Paralympic Games to be held in Sydney in the Year 2000)

68.1 Omit the Schedule.

69. Schedule 7 (Consent required to use restricted words or phrases)

69.1 Schedule heading:

Omit the heading, substitute:

“PART 4—CONSENT REQUIRED TO USE RESTRICTED WORDS AND PHRASES”.

69.2 Items 1 to 5:

Renumber as items 6401 to 6405, respectively.

69.3 Item 5:

Omit “and Trade”.

70. New Schedule 7

70.1 Before Schedule 8, insert:

SCHEDULE 7 Regulations 2B.6.03

and 5B.3.03

exemptions from requirements to set out certain corporate particulars

Definitions for Schedule 7

7001. In this Schedule:

IATA means the International Air Transport Association.

IATA body means a company, registered Australian body or registered foreign company that is a member of IATA, or participates in the program conducted by IATA known as BSP Australia.

relevant information means the information that is required under subsection 153 (2), or paragraph 601DE (1) (b), (c) or (d), of the Corporations Law to be set out on a public document or negotiable instrument.

Exemption for certain IATA documents

7002. An IATA Body is exempt from the requirement to set out the relevant information on a document if:

(a) it is a document of one of the following kinds:
(i)
passenger ticket and baggage check;
(ii)
excess baggage ticket;
(iii)
agency credit or debit memo;
(iv)
credit card charge form;
(v)
miscellaneous charges order;
(vi)
stopover voucher;
(vii)
air waybill; and
(b) either:
(i)
it is in a form sponsored by IATA; or
(ii)
it is required by IATA to be used by IATA bodies; or
(iii)
it is a document printed outside Australia exclusively for use, outside Australia, by or on behalf of that particular IATA body.

Exemption for bills of lading and sea waybills

7003. The following companies, registered Australian bodies and registered foreign companies are exempt from the requirement to set out the relevant information on a bill of lading or sea waybill:

(a) Austrident Shipping Agency Pty Ltd;
(b)
ANL Limited;
(c)
Bakke-WA Pty Limited;
(d)
Blue Star Line Limited;
(e)
Blue Star PACE Limited;
(f)
CSR Limited;
(g)
Dalgety Australia Operations Limited;
(h)
Five Star Shipping & Agency Company Pty Ltd;
(i)
Jebsens International (Australia) Pty Ltd;
(j)
“K” Line (Australia) Pty Limited;
(k)
Nedlloyd Australia Pty Ltd;
(l)
OOCL (Australia) Pty Limited;
(m)
Opal Maritime Agencies Pty Limited;
(n)
Patrick Sleigh Shipping Agencies Pty Limited;
(o)
Tasman Express Line Limited;
(p)
Wilhelmsen Lines Australia Pty Ltd;
(q)
Wills Shipping Pty Limited.

71. Schedule 8 (Schemes of arrangement under Part 5.1 of the Corporations Law)

71.1 Schedule heading:

Omit the heading, substitute:

“SCHEDULE 8 Regulation 5.1.01

Schemes of arrangement under Part 5.1 of the Corporations Law”.

71.2 Part 2:

Paragraph 3 (b):

Omit “accounts, including consolidated accounts (if any)”, substitute “financial statements”.

71.3 Part 2:

Paragraph 3 (b):

Omit “the accounts”, substitute “the financial statements”.

71.4 Part 3:

Paragraph 2 (h):

Omit “section 315”, substitute “section 314 or 317”.

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”.

73. Schedule 9A (Modifications of Corporations Law)

73.1 Schedule heading:

Omit “Regulations 3.6.02A and”, substitute “Regulation”.

73.2 Item 1:

Omit the item.

73.3 Item 2:

Omit “Paragraph 331B (1) (c)”, substitute “Paragraphs 308 (1) (a) and 309 (1) (a)”.

73.4 Item 2 (modified paragraph 331B (1) (c)):

Omit “subregulation 1.2.04 (1)—in accordance with”, substitute “subregulation 1.2A.04 (2)—”.

73.5 Item 3:

Omit “Subsection 331B (2)”, substitute “Subsections 308 (2) and 309 (2)”.

73.6 Item 9 (modified paragraph 1008A (4) (a)):

After “of”, insert “a”.

73.7 Item 18 (modified section 1041):

Omit “that”, substitute “than”.

74. Schedule 9B (Modification of Securities Industry Act 1980)

74.1 Omit the Schedule.

75. Schedule 12 (Prescribed offences—provisions and penalties)

75.1 Omit the Schedule.

PART 3—AMENDMENTS RELATED TO SCHEDULE 5 OF THE COMPANY LAW REVIEW ACT 1998

76. Regulation 1.15 (Copies of lodged orders)

76.1 Paragraph 1.15 (a):

Omit the paragraph.

77. Regulation 2.3.01 (Form of notice of resolution)

77.1 Omit “, 256D (1)”, substitute “, 256C (3)”.

78. Regulation 9.1.02 (Prescribed information (Corporations Law, s 1274A))

78.1 Subparagraph 9.1.02 (a) (viii):

Omit the subparagraph, substitute:

“(viii)
its paid-up and unpaid capital;”.

78.2 Subparagraph 9.1.02 (d) (viii):

Omit the subparagraph, substitute:

“(viii)
its paid-up and unpaid capital;”.

78.3 Subparagraph 9.1.02 (e) (ix):

Omit the subparagraph, substitute:

“(ix)
its paid-up and unpaid capital;”.

PART 4—RE-ARRANGEMENT OF CORPORATIONS REGULATIONS

79. Redesignation of provisions of Corporations Regulations

79.1 In this regulation:

amended Regulations means the Corporations Regulations as amended by Parts 2 and 3.

provision means:

(a) a Chapter or Part; or
(b)
a regulation or subregulation; or
(c)
an item or clause in a Schedule.

redesignated provision means a provision of the amended Regulations that is redesignated by paragraph 79.2 (a).

79.2 The amended Regulations are further amended as follows:

(a) a provision specified in column 1 of Schedule 1 is redesignated as indicated in column 2; and
(b)
each provision of the amended Regulations that refers to a redesignated provision by its former designation is amended by omitting the reference to the former designation and substituting a reference to the new designation.

79.3 A reference in a document to a provision of the Corporations Regulations that is redesignated by these Regulations is a reference to the provision as so redesignated.

80. Relocation of certain provisions of Corporations Regulations

80.1 In this regulation:

amended Regulations means the Corporations Regulations as amended by these Regulations, except this regulation.

provision has the same meaning as in regulation 79.

80.2 The amended Regulations are further amended as follows:

(a) regulation 1.0.09 is relocated to appear immediately after regulation 1.0.08;
(b)
Part 2B.6 is relocated to appear immediately after the heading to Chapter 2B;
(c)
regulation 2D.1.02 is relocated to appear immediately after regulation 2D.1.01;
(d)
the forms in Schedule 2 are rearranged into numerical order.

80.3 For paragraph 80.2 (d), forms that are identified by both a number and suffixed letter are respectively taken, in a alphabetical order of the suffixed letter, to be of the next higher number.

___________

SCHEDULE 1 Subregulation 79.2

redesignated PROVISIONS

Column 1 Provision	Column 2 New designation
regulation 1.01	regulation 1.0.01
regulation 1.02	regulation 1.0.02
regulation 1.03	regulation 1.0.03
regulation 1.04	regulation 1.0.04
regulation 1.05	regulation 1.0.05
regulation 1.06	regulation 1.0.06
regulation 1.07	regulation 1.0.07
regulation 1.07A	regulation 1.0.09
regulation 1.07B	regulation 1.0.08
regulation 1.07C	regulation 1.0.10
regulation 1.08	regulation 1.0.11
regulation 1.09	regulation 1.0.13
regulation 1.10	regulation 1.0.14
regulation 1.11	regulation 1.0.15
regulation 1.12	regulation 1.0.16
regulation 1.13	regulation 1.0.17
regulation 1.14	regulation 1.0.18
regulation 1.14A	regulation 1.0.19
regulation 1.15	regulation 1.0.20
regulation 1.16	regulation 1.0.21
regulation 1.17	regulation 1.0.22
regulation 2.3.01	regulation 1.0.12
regulation 2.5.01	regulation 2C.1.01
regulation 3.2.02	regulation 2D.1.01
regulation 3.2.07	regulation 2D.1.02
regulation 3.5.01	regulation 2K.2.01
regulation 3.5.02	regulation 2K.2.02
regulation 3.5.03	regulation 2K.2.03
regulation 4.1.01	regulation 5B.2.01
regulation 4.1.02	regulation 5B.2.02
regulation 4.1.03	regulation 5B.2.03
regulation 4.1.04	regulation 5B.2.04
regulation 4.1.05	regulation 5B.2.05
regulation 4.1.06	regulation 5B.2.06
subregulation 4.2.01 (1A)	rule 6201 (in Part 2 of Schedule 6)
subregulation 4.2.01 (1B)	rule 6202 (in Part 2 of Schedule 6)
subregulation 4.2.01 (1)	rule 6203 (in Part 2 of Schedule 6)
subregulation 4.2.01 (2)	rule 6204 (in Part 2 of Schedule 6)
subregulation 4.2.01 (3)	rule 6205 (in Part 2 of Schedule 6)
subregulation 4.2.01 (4)	rule 6206 (in Part 2 of Schedule 6)
subregulation 4.2.01 (5)	rule 6207 (in Part 2 of Schedule 6)
subregulation 4.2.01 (6)	rule 6208 (in Part 2 of Schedule 6)
regulation 4.2.02	regulation 5B.3.02
Chapter 10	Chapter 11
Part 10.1	Part 11.1
regulation 10.1.01	regulation 11.1.01
regulation 10.1.02	regulation 11.1.02
Schedule 8 (Part 1): item 1 item 2	item 8101 item 8102
Schedule 8 (Part 2): item 1 item 2 item 3	item 8201 item 8202 item 8203
Schedule 8 (Part 3): item 1 item 2 item 3 item 4 item 5 item 6 item 7 item 8 item 9 item 10	item 8301 item 8302 item 8303 item 8304 item 8305 item 8306 item 8307 item 8308 item 8309 item 8310
Schedule 8 (Part 4): item 1 item 2 item 3	item 8401 item 8402 item 8403

NOTES

1. Notified in the Commonwealth of Australia Gazette on 30 June 1998.
2. Statutory Rules 1990 No. 455 as amended by 1991 Nos. 218, 219, 281, 341, 453, 478 and 479; Act No. 200, 1991; Statutory Rules 1992 Nos. 230, 281, 364, 395 and 450; 1993 Nos. 135, 207 and 277; 1994 Nos. 35, 108, 153, 221, 251, 302 and 430; 1995 Nos. 222, 344, 345 and 398; 1996 Nos. 26, 51, 55, 90, 205, 218 and 343; 1997 Nos. 10, 81, 102 and 142; 1998 Nos. 9, 22, 109, 128 and 161.

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