• Specific Year
    Any

CORPORATIONS ACT 2001

Table of Provisions

CHAPTER 1--Introductory

 

PART 1.1----PRELIMINARY

  • 1 Short title  
  • 2 Commencement  
  • 3 Constitutional basis for this Act  
  • 4 Referring States  
  • 5 General territorial application of Act  
  • 5A Application to the Crown  
  • 5B ASIC has general administration of this Act  
  • 5C Application of the Acts Interpretation Act 1901  

PART 1.1A----INTERACTION BETWEEN CORPORATIONS LEGISLATION AND STATE AND TERRITORY LAWS

  • 5D Coverage of Part  
  • 5E Concurrent operation intended  
  • 5F Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter  
  • 5G Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws  
  • 5H Registration of body as company on basis of State or Territory law  
  • 5I Regulations may modify operation of the Corporations legislation to deal with interaction between that legislation and State and Territory laws  

PART 1.2----INTERPRETATION

Division 1--General

Division 2--Associates

  • 10 Effect of Division  
  • 11 Associates of bodies corporate  
  • 12 References in Chapters 6 to 6C, and other references relating to voting power and takeovers etc.  
  • 13 References in Chapter 7  
  • 15 General  
  • 16 Exclusions  
  • 17 Associates of composite person that carries on a financial services business  

Division 3--Carrying on business

  • 18 Carrying on business: otherwise than for profit  
  • 19 Businesses of a particular kind  
  • 20 Carrying on a business: alone or together with others  
  • 21 Carrying on business in Australia or a State or Territory  

Division 5A--Types of company

  • 45A Proprietary companies  
  • 45B Small companies limited by guarantee  

Division 6--Subsidiaries and related bodies corporate

  • 46 What is a subsidiary  
  • 47 Control of a body corporate's board  
  • 48 Matters to be disregarded  
  • 49 References in this Division to a subsidiary  
  • 50 Related bodies corporate  
  • 50AAA Associated entities  
  • 50AA Control  

Division 6A--Security interests

Division 6B--Mutual entities

  • 51M Mutual entities  

Division 7--Interpretation of other expressions

Division 8--Miscellaneous interpretation rules

  • 100 Address of registered office etc.  
  • 100A Operation of certain laws relating to instruments on which stamp duty has not been paid  
  • 101 Amount of stock representing a number of shares  
  • 102 Applications to be in writing  
  • 102B In Australia or elsewhere, in this jurisdiction or elsewhere etc.  
  • 102C In Australia  
  • 103 Effect of certain contraventions of this Act  
  • 104 Effect of provisions empowering a person to require or prohibit conduct  
  • 105 Calculation of time  
  • 106 Performance of functions by Commission delegate  
  • 107 Notice in relation to top 20 members of a class  
  • 108 Parts of dollar to be disregarded in determining majority in value of creditors etc.  
  • 109 References to persons, things and matters  
  • 109X Service of documents  

PART 1.2A----DISCLOSING ENTITIES

Division 1--Object of Part

  • 111AA Object of Part  

Division 2--Definitions

Division 3--Significance of being a disclosing entity

Division 4--Exemptions and modifications

  • 111AR Meaning of disclosing entity provisions  
  • 111AS Exemptions by regulations  
  • 111AT Exemptions by ASIC  
  • 111AU Enforcing conditions of exemptions  
  • 111AV Modifications by regulations  
  • 111AW Exemptions and modifications have effect  
  • 111AX Effect of Division  

PART 1.4----TECHNICAL PROVISIONS ABOUT AIDS FOR READERS

  • 111J Small business guide  

PART 1.5----SMALL BUSINESS GUIDE

1.5.1. What registration means  
1.5.2. The company structure for small business  
1.5.3. Setting up a new company  
1.5.4. Continuing obligations after the company is set up  
1.5.5. Company directors and company secretaries  
1.5.6. Shares and shareholders  
1.5.7. Signing company documents  
1.5.8. Funding the company's operations  
1.5.9. Returns to shareholders  
1.5.10. Annual financial reports and audit  
1.5.11. Disagreements within the company  
1.5.12. Companies in financial trouble  

PART 1.6----INTERACTION WITH AUSTRALIAN CHARITIES AND NOT-FOR-PROFITS COMMISSION ACT 2012

  • 111K Bodies corporate registered under the Australian Charities and Not-for-profits Commission Act 2012  
  • 111L Provisions not applicable to the body corporate  
  • 111M Member approval  
  • 111N Notices  
  • 111P Annual general meetings  
  • 111Q Presumptions to be made in recovery proceedings  
  •  

CHAPTER 2A--Registering a company

 

PART 2A.1----WHAT COMPANIES CAN BE REGISTERED

  • 112 Types of companies  
  • 113 Proprietary companies  
  • 114 Minimum of 1 member  
  • 115 Restrictions on size of partnerships and associations  
  • 116 Trade unions cannot be registered  

PART 2A.2----HOW A COMPANY IS REGISTERED

  • 117 Applying for registration  
  • 118 ASIC gives company ACN, registers company and issues certificate  
  • 119 Company comes into existence on registration  
  • 119A Jurisdiction of incorporation and jurisdiction of registration  
  • 120 Members, directors and company secretary of a company  
  • 121 Registered office  
  • 122 Expenses incurred in promoting and setting up company  
  • 123 Company may have common seal  
  •  

CHAPTER 2B--Basic features of a company

 

PART 2B.1----COMPANY POWERS AND HOW THEY ARE EXERCISED

  • 124 Legal capacity and powers of a company  
  • 125 Constitution may limit powers and set out objects  
  • 126 Agent exercising a company's power to make contracts  
  • 127 Execution of documents (including deeds) by the company itself  

PART 2B.2----ASSUMPTIONS PEOPLE DEALING WITH COMPANIES ARE ENTITLED TO MAKE

  • 128 Entitlement to make assumptions  
  • 129 Assumptions that can be made under section 128  
  • 130 Information available to the public from ASIC does not constitute constructive notice  

PART 2B.3----CONTRACTS BEFORE REGISTRATION

  • 131 Contracts before registration  
  • 132 Person may be released from liability but is not entitled to indemnity  
  • 133 This Part replaces other rights and liabilities  

PART 2B.4----REPLACEABLE RULES AND CONSTITUTION

  • 134 Internal management of companies  
  • 135 Replaceable rules  
  • 136 Constitution of a company  
  • 137 Date of effect of adoption, modification or repeal of constitution  
  • 138 ASIC may direct company to lodge consolidated constitution  
  • 139 Company must send copy of constitution to member  
  • 140 Effect of constitution and replaceable rules  
  • 141 Table of replaceable rules  

PART 2B.5----REGISTERED OFFICE AND PLACES OF BUSINESS

PART 2B.6----NAMES

Division 1--Selecting and using a name

  • 147 When a name is available  
  • 148 A company's name  
  • 149 Acceptable abbreviations  
  • 150 Exception to requirement for using "Limited" in name  
  • 151 Exception to requirement for using "Limited" in name--pre-existing licences  
  • 152 Reserving a name  
  • 153 Using a name and ACN on documents  
  • 154 Exception to requirement to have ACN on receipts  
  • 155 Regulations may exempt from requirement to set out information on documents  
  • 156 Carrying on business using "Limited", "No Liability" or "Proprietary" in name  

Division 2--Changing a company's name

  • 157 Company changing its name  
  • 157A Change of name of company under external administration  
  • 158 ASIC's power to direct company to change its name  
  • 159 ASIC's power to include "Limited" in company's name  
  • 160 ASIC must issue new certificate if company's name changes  
  • 161 Effect of name change  
  • 161A Company under external administration--former name to be used on documents  

PART 2B.7----CHANGING COMPANY TYPE

  • 162 Changing company type  
  • 163 Applying for change of type  
  • 164 ASIC changes type of company  
  • 165 ASIC may direct a proprietary company to change to a public company in certain circumstances  
  • 166 Effect of change of type  
  • 167 Issue of shares by company or holding company--company limited by guarantee changing to company limited by shares  
  • 167AA Application of Part to company limited both by shares and by guarantee  

PART 2B.8----MUTUAL CAPITAL INSTRUMENTS (MCIS)

Division 1--Preliminary

  • 167AB Simplified outline of this Part  

Division 2--MCI mutual entities and MCIs

  • 167AC Meaning of MCI mutual entity  
  • 167AD Meaning of MCI  
  • 167AE MCI requirements--class rights  
  • 167AF MCI requirements--other requirements  
  • 167AG MCIs must be cancelled before MCI mutual entity demutualises  

Division 3--Special procedure for amending constitution of mutual entity that proposes to issue MCIs

CHAPTER 2C--Registers

 

PART 2C.1----REGISTERS GENERALLY

PART 2C.2----NOTICE BY PROPRIETARY COMPANIES OF CHANGES TO MEMBER REGISTER

  • 178A Notice of change to member register  
  • 178B Top 20 only  
  • 178C Notice of change to share structure  
  • 178D Time within which ASIC must be notified  
  •  

CHAPTER 2D--Officers and employees

 

PART 2D.1----DUTIES AND POWERS

  • 179 Background to duties of directors, other officers and employees  

Division 1--General duties

  • 180 Care and diligence--civil obligation only  
  • 181 Good faith--civil obligations  
  • 182 Use of position--civil obligations  
  • 183 Use of information--civil obligations  
  • 184 Good faith, use of position and use of information--criminal offences  
  • 185 Interaction of sections 180 to 184 with other laws etc.  
  • 186 Territorial application of sections 180 to 184  
  • 187 Directors of wholly-owned subsidiaries  
  • 188 Responsibility of secretaries etc. for certain corporate contraventions  
  • 189 Reliance on information or advice provided by others  
  • 190 Responsibility for actions of delegate  
  • 190A Limited application of Division to registrable Australian bodies  
  • 190B Division does not apply to Aboriginal and Torres Strait Islander corporations  
  • 190C Division does not apply in relation to notified foreign passport funds or their operators  

Division 2--Disclosure of, and voting on matters involving, material personal interests

  • 191 Material personal interest--director's duty to disclose  
  • 192 Director may give other directors standing notice about an interest  
  • 193 Interaction of sections 191 and 192 with other laws etc.  
  • 194 Voting and completion of transactions--directors of proprietary companies (replaceable rule--see section 135)  
  • 195 Restrictions on voting--directors of public companies only  
  • 196 ASIC power to make declarations and class orders  

Division 3--Duty to discharge certain trust liabilities

  • 197 Directors liable for debts and other obligations incurred by corporation as trustee  

Division 4--Powers

  • 198A Powers of directors (replaceable rule--see section 135)  
  • 198B Negotiable instruments (replaceable rule--see section 135)  
  • 198C Managing director (replaceable rule--see section 135)  
  • 198D Delegation  
  • 198E Single director/shareholder proprietary companies  
  • 198F Right of access to company books  

Division 5--Exercise of powers while company under external administration

  • 198G Exercise of powers while company under external administration  

PART 2D.2----RESTRICTIONS ON INDEMNITIES, INSURANCE AND TERMINATION PAYMENTS

Division 1--Indemnities and insurance for officers and auditors

  • 199A Indemnification and exemption of officer or auditor  
  • 199B Insurance premiums for certain liabilities of director, secretary, other officer or auditor  
  • 199C Certain indemnities, exemptions, payments and agreements not authorised and certain documents void  

Division 2--Termination payments

  • 200 Interpreting this Division  
  • 200AA Meaning of managerial or executive office  
  • 200AB Meaning of benefit  
  • 200A When benefit given in connection with retirement from an office or position  
  • 200B Retirement benefits generally need membership approval  
  • 200C Benefits on transfer of undertaking or property need membership approval  
  • 200D Contravention to receive benefit without member approval  
  • 200E Approval by members  
  • 200F Exempt benefits and benefits given in certain circumstances  
  • 200G Genuine payments of pension and lump sum  
  • 200H Benefits required by law  
  • 200J Benefits to be held on trust and repaid  

PART 2D.3----APPOINTMENT, REMUNERATION AND CESSATION OF APPOINTMENT OF DIRECTORS

Division 1--Appointment of directors

Subdivision A--General rules
  • 201A Minimum number of directors  
  • 201B Who can be a director  
  • 201D Consent to act as director  
  • 201E Special rules for the appointment of public company directors  
  • 201F Special rules for the appointment of directors for single director/single shareholder proprietary companies  
  • 201G Company may appoint a director (replaceable rule--see section 135)  
  • 201H Directors may appoint other directors (replaceable rule--see section 135)  
  • 201J Appointment of managing directors (replaceable rule--see section 135)  
  • 201K Alternate directors (replaceable rule--see section 135)  
  • 201L Signpost--ASIC to be notified of appointment  
  • 201M Effectiveness of acts by directors  
  • Subdivision B--Limits on numbers of directors of public companies
  • 201N Application of Subdivision  
  • 201P Directors must not set board limit unless proposed limit has been approved by general meeting  
  • 201Q Requirements for explanatory statement to members  
  • 201R Records of voting on board limit resolution if poll demanded  
  • 201S Notice of resolution to be lodged  
  • 201T Declaration by court of substantial compliance  
  • 201U Consequences of setting board limit in breach of section 201P  

Division 2--Remuneration of directors

  • 202A Remuneration of directors (replaceable rule--see section 135)  
  • 202B Members may obtain information about directors' remuneration  
  • 202C Special rule for single director/single shareholder proprietary companies  

Division 3--Resignation, retirement or removal of directors

  • 203A Director may resign by giving written notice to company (replaceable rule--see section 135)  
  • 203AA Resignation of directors--when resignation takes effect  
  • 203AB Resignation of directors--resignation has no effect if company has no other directors  
  • 203B Signpost to consequences of disqualification from managing corporations  
  • 203C Removal by members--proprietary companies (replaceable rule--see section 135)  
  • 203CA Resolution to remove directors--resolution is void if proprietary company has no other directors  
  • 203D Removal by members--public companies  
  • 203E Director cannot be removed by other directors--public companies  
  • 203F Termination of appointment of managing director (replaceable rule--see section 135)  

PART 2D.4----APPOINTMENT OF SECRETARIES

  • 204A Minimum number of secretaries  
  • 204B Who can be a secretary  
  • 204C Consent to act as secretary  
  • 204D How a secretary is appointed  
  • 204E Effectiveness of acts by secretaries  
  • 204F Terms and conditions of office for secretaries (replaceable rule--see section 135)  
  • 204G Signpost to consequences of disqualification from managing corporations  

PART 2D.5----PUBLIC INFORMATION ABOUT DIRECTORS AND SECRETARIES

  • 205A Director, secretary or alternate director may notify ASIC of resignation or retirement  
  • 205B Notice of name and address of directors and secretaries to ASIC  
  • 205C Director and secretary must give information to company  
  • 205D Address for officers  
  • 205E ASIC's power to ask for information about person's position as director or secretary  
  • 205F Director must give information to company  
  • 205G Listed company--director to notify market operator of shareholdings etc.  

PART 2D.6----DISQUALIFICATION FROM MANAGING CORPORATIONS

  • 206A Disqualified person not to manage corporations  
  • 206B Automatic disqualification--convictions, bankruptcy and foreign court orders etc.  
  • 206BA Extension of period of automatic disqualification under section 206B  
  • 206C Court power of disqualification--contravention of civil penalty provision  
  • 206D Court power of disqualification--insolvency and non-payment of debts  
  • 206E Court power of disqualification--repeated contraventions of Act  
  • 206EAA Court power of disqualification--disqualification under a law of a foreign jurisdiction  
  • 206EAB Court power of disqualification--unrecovered payments under employee entitlements scheme  
  • 206EA Disqualification under the Competition and Consumer Act 2010 etc.  
  • 206EB Disqualification under the ASIC Act  
  • 206F ASIC's power of disqualification  
  • 206GAA ASIC's power of disqualification--unrecovered payments under employee entitlements scheme  
  • 206GAB ASIC power to grant leave  
  • 206G Court power to grant leave  
  • 206GA Involvement of ACCC--leave orders under section 206G  
  • 206H Limited application of Part to foreign companies  
  • 206HAA Limited application of Part to notified foreign passport funds and their operators  
  • 206HA Limited application of Part to registrable Australian bodies  
  • 206HB Part does not apply to Aboriginal and Torres Strait Islander corporations  

PART 2D.7----BAN ON HEDGING REMUNERATION OF KEY MANAGEMENT PERSONNEL

PART 2D.8----REMUNERATION RECOMMENDATIONS IN RELATION TO KEY MANAGEMENT PERSONNEL FOR DISCLOSING ENTITIES

CHAPTER 2E--Related party transactions

 
  • 207 Purpose  

PART 2E.1----MEMBER APPROVAL NEEDED FOR RELATED PARTY BENEFIT

Division 1--Need for member approval

  • 208 Need for member approval for financial benefit  
  • 209 Consequences of breach  

Division 2--Exceptions to the requirement for member approval

  • 210 Arm's length terms  
  • 211 Remuneration and reimbursement for officer or employee  
  • 212 Indemnities, exemptions, insurance premiums and payment for legal costs for officers  
  • 213 Small amounts given to related entity  
  • 214 Benefit to or by closely-held subsidiary  
  • 215 Benefits to members that do not discriminate unfairly  
  • 216 Court order  

Division 3--Procedure for obtaining member approval

PART 2E.2----RELATED PARTIES AND FINANCIAL BENEFITS

  • 228 Related parties  
  • 229 Giving a financial benefit  

PART 2E.3----INTERACTION WITH OTHER RULES

  • 230 General duties still apply  
  •  

CHAPTER 2F--Members' rights and remedies

 
  • 231 Membership of a company  

PART 2F.1----OPPRESSIVE CONDUCT OF AFFAIRS

PART 2F.1A----PROCEEDINGS ON BEHALF OF A COMPANY BY MEMBERS AND OTHERS

  • 236 Bringing, or intervening in, proceedings on behalf of a company  
  • 237 Applying for and granting leave  
  • 238 Substitution of another person for the person granted leave  
  • 239 Effect of ratification by members  
  • 240 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave  
  • 241 General powers of the Court  
  • 242 Power of the Court to make costs orders  

PART 2F.2----CLASS RIGHTS

  • 246B Varying and cancelling class rights  
  • 246C Certain actions taken to vary rights etc.  
  • 246D Variation, cancellation or modification without unanimous support of class  
  • 246E Variation, cancellation or modification with unanimous support of class  
  • 246F Company must lodge documents and resolutions with ASIC  
  • 246G Member's copies of documents and resolutions  
  • 246H Application of this Part to MCI mutual entities that are companies limited by guarantee  

PART 2F.3----INSPECTION OF BOOKS

  • 247A Order for inspection of books of company or registered scheme  
  • 247B Ancillary orders  
  • 247C Disclosure of information acquired in inspection  
  • 247D Company or directors may allow member to inspect books (replaceable rule see section 135)  

PART 2F.4----PROCEEDINGS AGAINST A COMPANY BY MEMBERS AND OTHERS

  • 247E Shareholding does not prevent compensation claim  
  •  

CHAPTER 2G--Meetings

 

PART 2G.1----DIRECTORS' MEETINGS

Division 1--Resolutions and declarations without meetings

  • 248A Circulating resolutions of companies with more than 1 director (replaceable rule see section 135)  
  • 248B Resolutions and declarations of 1 director proprietary companies  

Division 2--Directors' meetings

  • 248C Calling directors' meetings (replaceable rule see section 135)  
  • 248D Use of technology  
  • 248E Chairing directors' meetings (replaceable rule see section 135)  
  • 248F Quorum at directors' meetings (replaceable rule see section 135)  
  • 248G Passing of directors' resolutions (replaceable rule see section 135)  

PART 2G.2----MEETINGS OF MEMBERS OF COMPANIES

Division 1--Resolutions without meetings

Division 2--Who may call meetings of members

  • 249C Calling of meetings of members by a director (replaceable rule--see section 135)  
  • 249CA Calling of meetings of members of a listed company by a director  
  • 249D Calling of general meeting by directors when requested by members  
  • 249E Failure of directors to call general meeting  
  • 249F Calling of general meetings by members  
  • 249G Calling of meetings of members by the Court  

Division 3--How to call meetings of members

  • 249H Amount of notice of meetings  
  • 249HA Amount of notice of meetings of listed company  
  • 249J Notice of meetings of members to members and directors  
  • 249K Auditor entitled to notice and other communications  
  • 249L Contents of notice of meetings of members  
  • 249LA Notice of meeting not required to contain certain information  
  • 249M Notice of adjourned meetings (replaceable rule--see section 135)  

Division 4--Members' rights to put resolutions etc

Division 5--Holding meetings of members

  • 249Q Purpose  
  • 249R Time and place for meetings of members  
  • 249S Technology  
  • 249T Quorum (replaceable rule--see section 135)  
  • 249U Chairing meetings of members (replaceable rule--see section 135)  
  • 249V Auditor's right to be heard at general meetings  
  • 249W Adjourned meetings  

Division 6--Proxies and body corporate representatives

  • 249X Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies--see section 135)  
  • 249Y Rights of proxies  
  • 249Z Company sending appointment forms or lists of proxies must send to all members  
  • 250A Appointing a proxy  
  • 250B Proxy documents  
  • 250BA Proxy documents--listed companies  
  • 250BB Proxy vote if appointment specifies way to vote  
  • 250BC Transfer of non-chair proxy to chair in certain circumstances  
  • 250BD Proxy voting by key management personnel or closely related parties  
  • 250C Validity of proxy vote  
  • 250D Body corporate representative  

Division 7--Voting at meetings of members

  • 250E How many votes a member has (replaceable rule--see section 135)  
  • 250F Jointly held shares (replaceable rule--see section 135)  
  • 250G Objections to right to vote (replaceable rule--see section 135)  
  • 250H Votes need not all be cast in the same way  
  • 250J How voting is carried out (replaceable rule--see section 135)  
  • 250K Matters on which a poll may be demanded  
  • 250L When a poll is effectively demanded  
  • 250M When and how polls must be taken (replaceable rule--see section 135)  

Division 8--AGMs of public companies

  • 250N Public company must hold AGM  
  • 250P Extension of time for holding AGM  
  • 250PAA Exemptions by ASIC--class orders relating to externally-administered companies  
  • 250PAB Exemptions by ASIC--individual externally-administered companies  
  • 250PA Written questions to auditor submitted by members of listed company before AGM  
  • 250R Business of AGM  
  • 250RA Auditor required to attend listed company's AGM  
  • 250S Questions and comments by members on company management at AGM  
  • 250SA Listed company--remuneration report  
  • 250T Questions by members of auditors at AGM  

Division 9--Meetings arising from concerns about remuneration reports

  • 250U Application  
  • 250V Resolution to hold fresh elections for directors at special meeting to be put to vote at AGM  
  • 250W Consequences of spill resolution being passed  
  • 250X Ensuring there are at least 3 directors after spill meeting  
  • 250Y Term of office of director reappointed at spill meeting  

PART 2G.3----MINUTES AND MEMBERS' ACCESS TO MINUTES

  • 251A Minutes  
  • 251AA Disclosure of proxy votes--listed companies  
  • 251B Members' access to minutes  

PART 2G.4----MEETINGS OF MEMBERS OF REGISTERED SCHEMES

Division 1--Who may call meetings of members

Division 2--How to call meetings of members

  • 252F Amount of notice of meetings  
  • 252G Notice of meetings of members to members, directors and auditors  
  • 252H Auditors entitled to other communications  
  • 252J Contents of notice of meetings of members  
  • 252K Notice of adjourned meetings  

Division 3--Members' rights to put resolutions etc

Division 4--Holding meetings of members

  • 252P Time and place for meetings of members  
  • 252Q Technology  
  • 252R Quorum  
  • 252S Chairing meetings of members  
  • 252T Auditors' right to be heard at meetings of members  
  • 252U Adjourned meetings  

Division 5--Proxies and body corporate representatives

  • 252V Who can appoint a proxy  
  • 252W Rights of proxies  
  • 252X Responsible entity sending appointment forms or lists of proxies must send to all members  
  • 252Y Appointing a proxy  
  • 252Z Proxy documents  
  • 253A Validity of proxy vote  
  • 253B Body corporate representative  

Division 6--Voting at meetings of members

  • 253C How many votes a member has  
  • 253D Jointly held interests  
  • 253E Responsible entity and associates cannot vote if interested in resolution  
  • 253F How to work out the value of an interest  
  • 253G Objections to a right to vote  
  • 253H Votes need not all be cast in the same way  
  • 253J How voting is carried out  
  • 253K Matters on which a poll may be demanded  
  • 253L When a poll is effectively demanded  

Division 7--Minutes and members' access to minutes

  • 253M Minutes  
  • 253N Members' access to minutes  
  •  

CHAPTER 2H--Shares

 

PART 2H.1----ISSUING AND CONVERTING SHARES

PART 2H.2----REDEMPTION OF REDEEMABLE PREFERENCE SHARES

  • 254J Redemption must be in accordance with terms of issue  
  • 254K Other requirements about redemption  
  • 254L Consequences of contravening section 254J or 254K  

PART 2H.3----PARTLY-PAID SHARES

  • 254M Liability on partly-paid shares  
  • 254N Calls may be limited to when company is externally-administered  
  • 254P No liability companies--calls on shares  
  • 254Q No liability companies--forfeiture and sale of shares for failure to meet call  
  • 254R No liability companies--redemption of forfeited shares  

PART 2H.4----CAPITALISATION OF PROFITS

  • 254S Capitalisation of profits  

PART 2H.5----DIVIDENDS

  • 254SA Companies limited by guarantee not to pay dividends  
  • 254T Circumstances in which a dividend may be paid  
  • 254U Other provisions about paying dividends (replaceable rule--see section 135)  
  • 254V When does the company incur a debt?  
  • 254W Dividend rights  
  • 254WA Application of this Part to MCI mutual entities  

PART 2H.6----NOTICE REQUIREMENTS

  • 254X Notice to ASIC of share issue  
  • 254Y Notice to ASIC of share cancellation  
  •  

CHAPTER 2J--Transactions affecting share capital

 

PART 2J.1----SHARE CAPITAL REDUCTIONS AND SHARE BUY-BACKS

Division 1--Reductions in share capital not otherwise authorised by law

  • 256B Company may make reduction not otherwise authorised  
  • 256C Shareholder approval  
  • 256D Consequences of failing to comply with section 256B  
  • 256E Signposts to other relevant provisions  

Division 2--Share buy-backs

  • 257A The company's power to buy back its own shares  
  • 257B Buy-back procedure--general  
  • 257C Buy-back procedure--shareholder approval if the 10/12 limit exceeded  
  • 257D Buy-back procedure--special shareholder approval for selective buy-back  
  • 257E Buy-back procedure--lodgment of offer documents with ASIC  
  • 257F Notice of intended buy-back  
  • 257G Buy-back procedure--disclosure of relevant information when offer made  
  • 257H Acceptance of offer and transfer of shares to the company  
  • 257J Signposts to other relevant provisions  

Division 3--Other share capital reductions

  • 258A Unlimited companies  
  • 258B Right to occupy or use real property  
  • 258C Brokerage or commission  
  • 258D Cancellation of forfeited shares  
  • 258E Other share cancellations  
  • 258F Reductions because of lost capital  

Division 4--Application of this Part to MCI mutual entities

  • 258G Application of this Part to MCI mutual entities  

PART 2J.2----SELF-ACQUISITION AND CONTROL OF SHARES

  • 259A Directly acquiring own shares  
  • 259B Taking security over own shares or shares in holding company  
  • 259C Issuing or transferring shares to controlled entity  
  • 259D Company controlling entity that holds shares in it  
  • 259E When a company controls an entity  
  • 259F Consequences of failing to comply with section 259A or 259B  

PART 2J.3----FINANCIAL ASSISTANCE

  • 260A Financial assistance by a company for acquiring shares in the company or a holding company  
  • 260B Shareholder approval  
  • 260C Exempted financial assistance  
  • 260D Consequences of failing to comply with section 260A  
  • 260DA Application of this Part to MCI mutual entities  

PART 2J.4----INTERACTION WITH GENERAL DIRECTORS' DUTIES

  • 260E General duties still apply  
  •  

CHAPTER 2L--Debentures

 

PART 2L.1----REQUIREMENT FOR TRUST DEED AND TRUSTEE

PART 2L.2----DUTIES OF BORROWER

PART 2L.3----DUTIES OF GUARANTOR

PART 2L.4----TRUSTEE

PART 2L.5----MEETINGS OF DEBENTURE HOLDERS

PART 2L.6----CIVIL LIABILITY

  • 283F Civil liability for contravening this Chapter  

PART 2L.7----ASIC POWERS

  • 283GA ASIC's power to exempt and modify  
  • 283GB ASIC may approve body corporate to be trustee  

PART 2L.8----COURT

  • 283HA General Court power to give directions and determine questions  
  • 283HB Specific Court powers  

PART 2L.9----LOCATION OF OTHER DEBENTURE PROVISIONS

CHAPTER 2M--Financial reports and audit

 

PART 2M.1----OVERVIEW

  • 285 Overview of obligations under this Chapter  
  • 285A Overview of obligations of companies limited by guarantee  

PART 2M.2----FINANCIAL RECORDS

  • 286 Obligation to keep financial records  
  • 287 Language requirements  
  • 288 Physical format  
  • 289 Place where records are kept  
  • 290 Director access  
  • 291 Signposts to other relevant provisions  

PART 2M.3----FINANCIAL REPORTING

Division 1--Annual financial reports and directors' reports

Division 2--Half-year financial report and directors' report

  • 302 Disclosing entity must prepare half-year financial report and directors' report  
  • 303 Contents of half-year financial report  
  • 304 Compliance with accounting standards and regulations  
  • 305 True and fair view  
  • 306 Half-year directors' report  

Division 3--Audit and auditor's report

  • 307 Audit  
  • 307A Audit to be conducted in accordance with auditing standards  
  • 307B Audit working papers to be retained for 7 years  
  • 307C Auditor's independence declaration  
  • 308 Auditor's report on annual financial report  
  • 309 Auditor's report on half-year financial report  
  • 310 Auditor's power to obtain information  
  • 311 Reporting to ASIC  
  • 312 Assisting auditor  
  • 313 Special provisions on audit of debenture issuers and guarantors  

Division 4--Annual financial reporting to members

  • 314 Annual financial reporting by companies, registered schemes and disclosing entities to members  
  • 314A Annual financial reporting by notified foreign passport funds to Australian members  
  • 315 Deadline for reporting to members  
  • 316 Choices for members of companies, registered schemes or disclosing entities  
  • 316AA Choices for Australian members of notified foreign passport funds  
  • 316A Annual financial reporting to members of companies limited by guarantee  
  • 317 Consideration of reports at AGM  
  • 318 Additional reporting by debenture issuers  

Division 5--Lodging reports with ASIC

  • 319 Lodgment of annual reports with ASIC  
  • 320 Lodgment of half-year reports with ASIC  
  • 321 ASIC power to require lodgment  
  • 322 Relodgment if financial statements or directors' reports amended after lodgment  

Division 6--Special provisions about consolidated financial statements

  • 323 Directors and officers of controlled entity to give information  
  • 323A Auditor's power to obtain information from controlled entity  
  • 323B Controlled entity to assist auditor  
  • 323C Application of Division to entity that has ceased to be controlled  

Division 7--Financial years and half-years

Division 8--Disclosure by listed companies of information filed overseas

  • 323DA Listed companies to disclose information filed overseas  

PART 2M.4----APPOINTMENT AND REMOVAL OF AUDITORS

Division 1--Entities that may be appointed as an auditor for a company or registered scheme

  • 324AA Individual auditors, audit firms and authorised audit companies  
  • 324AB Effect of appointing firm as auditor--general  
  • 324AC Effect of appointing firm as auditor--reconstitution of firm  
  • 324AD Effect of appointing company as auditor  
  • 324AE Professional members of the audit team  
  • 324AF Lead and review auditors  

Division 2--Registration requirements

  • 324BA Registration requirements for appointment of individual as auditor  
  • 324BB Registration requirements for appointment of firm as auditor  
  • 324BC Registration requirements for appointment of company as auditor  
  • 324BD Exception from registration requirement for proprietary company  
  • 324BE Exception from registration requirement--reviewing financial reports of companies limited by guarantee  

Division 3--Auditor independence

Subdivision A--General requirement
  • 324CA General requirement for auditor independence--auditors  
  • 324CB General requirement for auditor independence--member of audit firm  
  • 324CC General requirement for auditor independence--director of audit company  
  • 324CD Conflict of interest situation  
  • Subdivision B--Specific requirements
  • 324CE Auditor independence--specific requirements for individual auditor  
  • 324CF Auditor independence--specific requirements for audit firm  
  • 324CG Auditor independence--specific requirements for audit company  
  • 324CH Relevant relationships  
  • 324CI Special rule for retiring partners of audit firms and retiring directors of authorised audit companies  
  • 324CJ Special rule for retiring professional member of audit company  
  • 324CK Multiple former audit firm partners or audit company directors  
  • Subdivision C--Common provisions
  • 324CL People who are regarded as officers of a company for the purposes of this Division  

Division 4--Deliberately disqualifying auditor

  • 324CM Deliberately disqualifying auditor  

Division 5--Auditor rotation for listed companies

  • 324DA Limited term for eligibility to play significant role in audit of a listed company or listed registered scheme  
  • 324DAA Directors may extend eligibility term  
  • 324DAB Requirements for directors to approve extension of eligibility term  
  • 324DAC Notifications about approval to extend eligibility term  
  • 324DAD Approval ineffective unless it complies with requirements  
  • 324DB Individual's rotation obligation  
  • 324DC Audit firm's rotation obligation  
  • 324DD Audit company's rotation obligation  

Division 6--Appointment, removal and fees of auditors for companies

Subdivision A--Appointment of company auditors
  • 325 Appointment of auditor by proprietary company  
  • 327A Public company auditor (initial appointment of auditor)  
  • 327B Public company auditor (annual appointments at AGMs to fill vacancies)  
  • 327C Public company auditor (appointment to fill casual vacancy)  
  • 327D Appointment to replace auditor removed from office  
  • 327E ASIC may appoint a company auditor if auditor removed but not replaced  
  • 327F ASIC's general power to appoint a company auditor  
  • 327G Restrictions on ASIC's powers to appoint a company auditor  
  • 327H Effect on appointment of public company auditor of company beginning to be controlled by a corporation  
  • 327I Remaining auditors may act during vacancy  
  • 328A Auditor's consent to appointment  
  • 328B Nomination of auditor  
  • 328C Public company auditor (appointment of auditor when crowd-sourced funding concession ends)  
  • 328D Public company auditor (appointment of auditor when $3 million raised using crowd-sourced funding)  
  • 328E Crowd-sourced funding--period of office  
  • Subdivision B--Removal and resignation of company auditors
  • 329 Removal and resignation of auditors  
  • 330 Effect of winding up on office of auditor  
  • Subdivision C--Company auditors' fees and expenses
  • 331 Fees and expenses of auditors  

Division 7--Appointment, removal and fees of auditors for registered schemes

Subdivision A--Appointment of registered scheme auditors

PART 2M.4A----ANNUAL TRANSPARENCY REPORTS FOR AUDITORS

PART 2M.5----ACCOUNTING AND AUDITING STANDARDS

  • 334 Accounting standards  
  • 335 Equity accounting  
  • 336 Auditing standards  
  • 337 Interpretation of accounting and auditing standards  
  • 338 Evidence of text of accounting standard or auditing standard  

PART 2M.6----EXEMPTIONS AND MODIFICATIONS

  • 340 Exemption orders--companies, registered schemes and disclosing entities  
  • 340A Exemption orders--notified foreign passport funds  
  • 341 Exemption orders--class orders for companies, registered schemes and disclosing entities  
  • 341A Exemption orders--class orders for notified foreign passport funds  
  • 342 Exemption orders--criteria for orders for companies, registered schemes, notified foreign passport funds and disclosing entities  
  • 342AA Exemption orders--non-auditor members and former members of audit firms; former employees of audit companies  
  • 342AB Exemption orders--class orders for non-auditor members etc.  
  • 342AC Exemption orders--criteria for orders for non-auditor members etc.  
  • 342A ASIC's power to modify the operation of section 324DA  
  • 342B Auditor to notify company or registered scheme of section 342A declaration  
  • 343 Modification by regulations  
  • 343A Minister may apply the Chapter to notified foreign passport funds  

PART 2M.7----SANCTIONS FOR CONTRAVENTIONS OF CHAPTER

  • 344 Contravention of Part 2M.2 or 2M.3, or of certain provisions of Part 2M.4  
  •  

CHAPTER 2N--Updating ASIC information about companies, registered schemes and notified foreign passport funds

 

PART 2N.1----REVIEW DATE

PART 2N.2----EXTRACT OF PARTICULARS

  • 346A ASIC must give an extract of particulars each year  
  • 346B ASIC may ask questions  
  • 346C Requirements in relation to an extract of particulars  

PART 2N.3----SOLVENCY RESOLUTION

PART 2N.4----RETURN OF PARTICULARS

PART 2N.5----NOTICE BY PROPRIETARY COMPANIES OF CHANGES TO ULTIMATE HOLDING COMPANY

CHAPTER 2P--Lodgments with ASIC

 
  • 350 Forms for documents to be lodged with ASIC  
  • 351 Signing documents lodged with ASIC  
  • 352 Documents lodged with ASIC electronically  
  • 353 Electronic lodgment of certain documents  
  • 354 Telephone notice of certain changes  
  •  

CHAPTER 5--External administration

 

PART 5.1----ARRANGEMENTS AND RECONSTRUCTIONS

  • 410 Interpretation  
  • 411 Administration of compromises etc.  
  • 412 Information as to compromise with creditors  
  • 413 Provisions for facilitating reconstruction and amalgamation of Part 5.1 bodies  
  • 414 Acquisition of shares of shareholders dissenting from scheme or contract approved by majority  
  • 415 Notification of appointment of scheme manager and power of Court to require report  
  • 415A Outcome of voting at creditors' meeting determined by related entity--Court powers  
  • 415B Interim order on application under section 415A  
  • 415C Order under section 415A does not affect act already done pursuant to resolution  
  • 415D Stay on enforcing rights merely because of a proceeding under this Part etc.  
  • 415E Lifting the stay  
  • 415F Order for rights to be enforceable only with leave of the Court  
  • 415FA Self-executing provisions  
  • 415G When other laws prevail--certain other Commonwealth Acts  

PART 5.2----RECEIVERS, AND OTHER CONTROLLERS, OF PROPERTY OF CORPORATIONS

  • 416 Definitions  
  • 417 Application of Part  
  • 418 Persons not to act as receivers  
  • 418A Court may declare whether controller is validly acting  
  • 419 Liability of controller  
  • 419A Liability of controller under pre-existing agreement about property used by corporation  
  • 420 Powers of receiver  
  • 420A Controller's duty of care in exercising power of sale  
  • 420B Court may authorise managing controller to dispose of property despite prior security interest  
  • 420C Receiver's power to carry on corporation's business during winding up  
  • 421 Managing controller's duties in relation to bank accounts and financial records  
  • 421A Managing controller to report within 2 months about corporation's affairs  
  • 422 Reports by receiver or managing controller  
  • 422A Annual return by controller  
  • 422B End of control return  
  • 422C Transfer of books to new controller  
  • 422D Transfer of books to ASIC etc.  
  • 423 Supervision of controller  
  • 424 Controller may apply to Court  
  • 425 Court's power to fix receiver's remuneration  
  • 426 Controller has qualified privilege in certain cases  
  • 427 Notification of matters relating to controller  
  • 428 Statement that receiver appointed or other controller acting  
  • 429 Officers to report to controller about corporation's affairs  
  • 429A Special rules for scheme property  
  • 430 Controller may require reports  
  • 431 Controller may inspect books  
  • 432 Auditing returns by controllers  
  • 433 Property subject to circulating security interest--payment of certain debts to have priority  
  • 434 Enforcing controller's duty to make returns  
  • 434A Court may remove controller for misconduct  
  • 434B Court may remove redundant controller  
  • 434C Effect of sections 434A and 434B  
  • 434D Appointment of 2 or more receivers of property of a corporation  
  • 434E Appointment of 2 or more receivers and managers of property of a corporation  
  • 434F Appointment of 2 or more controllers of property of a corporation  
  • 434G Appointment of 2 or more managing controllers of property of a corporation  
  • 434H Regulations may provide for reporting to ASIC  
  • 434J Stay on enforcing rights merely because of the appointment of a managing controller of a corporation's property etc.  
  • 434K Lifting the stay  
  • 434L Order for rights to be enforceable only with leave of the Court  
  • 434LA Self-executing provisions  
  • 434M When other laws prevail--certain other Commonwealth Acts  

PART 5.3A----ADMINISTRATION OF A COMPANY'S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF COMPANY ARRANGEMENT

Division 1--Preliminary

Division 2--Appointment of administrator and first meeting of creditors

  • 436A Company may appoint administrator if board thinks it is or will become insolvent  
  • 436B Liquidator may appoint administrator  
  • 436C Secured party may appoint administrator  
  • 436D Company already under administration  
  • 436DA Declarations by administrator--indemnities and relevant relationships  
  • 436E Purpose and timing of first meeting of creditors  

Division 3--Administrator assumes control of company's affairs

  • 437A Role of administrator  
  • 437B Administrator acts as company's agent  
  • 437D Only administrator can deal with company's property  
  • 437E Order for compensation where officer involved in void transaction  
  • 437F Effect of administration on company's members  

Division 4--Administrator investigates company's affairs

  • 438A Administrator to investigate affairs and consider possible courses of action  
  • 438B Directors to help administrator  
  • 438C Administrator's rights to company's books  
  • 438D Reports by administrator  

Division 5--Meeting of creditors decides company's future

  • 439A Administrator to convene meeting and inform creditors  
  • 439C What creditors may decide  

Division 6--Protection of company's property during administration

  • 440A Winding up company  
  • 440B Restrictions on exercise of third party property rights  
  • 440D Stay of proceedings  
  • 440E Administrator not liable in damages for refusing consent  
  • 440F Suspension of enforcement process  
  • 440G Duties of court officer in relation to property of company  
  • 440H Lis pendens taken to exist  
  • 440J Administration not to trigger liability of director or relative under guarantee of company's liability  
  • 440JA Property subject to a banker's lien--exemption from this Division  

Division 7--Rights of secured party, owner or lessor

Subdivision A--General

Division 8--Powers of administrator

Division 9--Administrator's liability and indemnity for debts of administration

Subdivision A--Liability
  • 443A General debts  
  • 443B Payments for property used or occupied by, or in the possession of, the company  
  • 443BA Certain taxation liabilities  
  • 443C Administrator not otherwise liable for company's debts  
  • Subdivision B--Indemnity
  • 443D Right of indemnity  
  • 443E Right of indemnity has priority over other debts  
  • 443F Lien to secure indemnity  

Division 10--Execution and effect of deed of company arrangement

  • 444A Effect of creditors' resolution  
  • 444B Execution of deed  
  • 444C Creditor etc. not to act inconsistently with deed before its execution  
  • 444D Effect of deed on creditors  
  • 444DA Giving priority to eligible employee creditors  
  • 444DB Superannuation contribution debts not admissible to proof  
  • 444E Protection of company's property from persons bound by deed  
  • 444F Court may limit rights of secured creditor or owner or lessor  
  • 444G Effect of deed on company, officers and members  
  • 444GA Transfer of shares  
  • 444H Extent of release of company's debts  
  • 444J Guarantees and indemnities  

Division 11--Variation, termination and avoidance of deed

  • 445A Variation of deed by creditors  
  • 445B Court may cancel variation  
  • 445C When deed terminates  
  • 445CA When creditors may terminate deed  
  • 445D When Court may terminate deed  
  • 445E Creditors may terminate deed and resolve that company be wound up  
  • 445FA Notice of termination of deed  
  • 445G When Court may void or validate deed  
  • 445H Effect of termination or avoidance  

Division 11AA--Notification of contravention of deed

Division 12--Transition to creditors' voluntary winding up

  • 446A Administrator becomes liquidator in certain cases  
  • 446AA Administrator becomes liquidator--additional cases  
  • 446B Regulations may provide for transition in other cases  
  • 446C Liquidator may require submission of a report about the company's affairs  

Division 13--Powers of Court

  • 447A General power to make orders  
  • 447B Orders to protect creditors during administration  
  • 447C Court may declare whether administrator validly appointed  
  • 447F Effect of Division  

Division 14--Qualifications of administrators

Division 15--Removal and replacement of administrator

  • 449A Appointment of administrator cannot be revoked  
  • 449C Vacancy in office of administrator of company  
  • 449CA Declarations by administrator--indemnities and relevant relationships  

Division 16--Notices about steps taken under Part

Division 17--Miscellaneous

  • 451A Appointment of 2 or more administrators of company  
  • 451B Appointment of 2 or more administrators of deed of company arrangement  
  • 451C Effect of things done during administration of company  
  • 451D Time for doing act does not run while act prevented by this Part  
  • 451E Stay on enforcing rights merely because the company is under administration etc.  
  • 451F Lifting the stay  
  • 451G Order for rights to be enforceable only with leave of the Court  
  • 451GA Self-executing provisions  
  • 451H When other laws prevail--certain other Commonwealth Acts  

PART 5.4----WINDING UP IN INSOLVENCY

Division 1--When company to be wound up in insolvency

  • 459A Order that insolvent company be wound up in insolvency  
  • 459B Order made on application under section 234, 462 or 464  
  • 459C Presumptions to be made in certain proceedings  
  • 459D Contingent or prospective liability relevant to whether company solvent  

Division 2--Statutory demand

Division 3--Application to set aside statutory demand

  • 459G Company may apply  
  • 459H Determination of application where there is a dispute or offsetting claim  
  • 459J Setting aside demand on other grounds  
  • 459K Effect of order setting aside demand  
  • 459L Dismissal of application  
  • 459M Order subject to conditions  
  • 459N Costs where company successful  

Division 4--Application for order to wind up company in insolvency

  • 459P Who may apply for order under section 459A  
  • 459Q Application relying on failure to comply with statutory demand  
  • 459R Period within which application must be determined  
  • 459S Company may not oppose application on certain grounds  
  • 459T Application to wind up joint debtors in insolvency  

PART 5.4A----WINDING UP BY THE COURT ON OTHER GROUNDS

  • 461 General grounds on which company may be wound up by Court  
  • 462 Standing to apply for winding up  
  • 464 Application for winding up in connection with investigation under ASIC Act  

PART 5.4B----WINDING UP IN INSOLVENCY OR BY THE COURT

Division 1A--Preliminary

Division 1--General

  • 465A Notice of application  
  • 465B Substitution of applicants  
  • 465C Applicant to be given notice of grounds for opposing application  
  • 466 Payment of preliminary costs etc.  
  • 467 Court's powers on hearing application  
  • 467A Effect of defect or irregularity on application under Part 5.4 or 5.4A  
  • 467B Court may order winding up of company that is being wound up voluntarily  
  • 468 Avoidance of dispositions of property, attachments etc.  
  • 468A Effect of winding up on company's members  
  • 469 Application to be lis pendens  
  • 470 Certain notices to be lodged  

Division 1A--Effect of winding up order

  • 471 Effect on creditors and contributories  
  • 471B Stay of proceedings and suspension of enforcement process  
  • 471C Secured creditor's rights not affected  

Division 2--Court-appointed liquidators

  • 472 Court to appoint registered liquidator  
  • 473 Resignation of liquidators  
  • 473A Vacancies in office of court-appointed liquidator  
  • 474 Custody and vesting of company's property  
  • 475 Report as to company's affairs to be submitted to liquidator  
  • 477 Powers of liquidator  
  • 478 Application of property; list of contributories  
  • 480 Release of liquidator and deregistration of company  
  • 481 Orders for release or deregistration  

Division 3--General powers of Court

Subdivision A--General powers
  • 482 Power to stay or terminate winding up  
  • 483 Delivery of property to liquidator  
  • 484 Appointment of special manager  
  • 485 Claims of creditors and distribution of property  
  • 486 Inspection of books by creditors and contributories  
  • 486A Court may make order to prevent officer or related entity from avoiding liability to company  
  • 486B Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with winding up  
  • 487 Power to arrest absconding contributory  
  • 488 Delegation to liquidator of certain powers of Court  
  • 489 Powers of Court cumulative  
  • Subdivision B--Procedures relating to section 486B warrants
  • 489A Arrest of person subject to warrant  
  • 489B Procedure after arrest  
  • 489C Procedure on remand on bail  
  • 489D Court's power to make orders under other provisions  
  • 489E Jurisdiction under this Subdivision  

PART 5.4C----WINDING UP BY ASIC

  • 489EA ASIC may order the winding up of a company  
  • 489EB Deemed resolution that company be wound up voluntarily  
  • 489EC Appointment of liquidator  

PART 5.5----VOLUNTARY WINDING UP

Division 1A--Preliminary

Division 1--Resolution for winding up

  • 490 When company cannot wind up voluntarily  
  • 491 Circumstances in which company may be wound up voluntarily  
  • 493 Effect of voluntary winding up  
  • 493A Effect of voluntary winding up on company's members  
  • 494 Declaration of solvency  

Division 2--Members' voluntary winding up

  • 495 Appointment of liquidator etc.  
  • 496 Duty of liquidator where company turns out to be insolvent  

Division 3--Creditors' voluntary winding up

  • 497 Information about the company's affairs  
  • 499 Liquidators  
  • 500 Execution and civil proceedings  

Division 4--Voluntary winding up generally

  • 501 Distribution of property of company  
  • 506 Powers and duties of liquidator  
  • 506A Declarations by liquidator--relevant relationships and indemnities  
  • 507 Power of liquidator to accept shares etc. as consideration for sale of property of company  
  • 509 Deregistration  
  • 510 Arrangement: when binding on creditors  

PART 5.6----WINDING UP GENERALLY

Division 1--Preliminary

Division 1A--When winding up taken to begin

  • 513A Winding up ordered by the Court  
  • 513B Voluntary winding up  
  • 513C Section 513C day in relation to an administration under Part 5.3A  
  • 513D Validity of proceedings in earlier winding up  

Division 2--Contributories

  • 514 Where Division applies  
  • 515 General liability of contributory  
  • 516 Company limited by shares  
  • 517 Company limited by guarantee  
  • 518 Company limited both by shares and by guarantee  
  • 519 Exceptions for former unlimited company  
  • 520 Past member: later debts  
  • 521 Person ceasing to be a member a year or more before winding up  
  • 522 Present members to contribute first  
  • 523 Past member of former unlimited company  
  • 524 Past member of former limited company  
  • 526 Liability on certain contracts  
  • 527 Nature of contributory's liability  
  • 528 Death of contributory  
  • 529 Bankruptcy of contributory  

Division 3--Liquidators

  • 530 Appointment of 2 or more liquidators of a company  
  • 530AA Appointment of 2 or more provisional liquidators of a company  
  • 530A Officers to help liquidator  
  • 530B Liquidator's rights to company's books  
  • 530C Warrant to search for, and seize, company's property or books  
  • 532 Disqualification of liquidator  
  • 533 Reports by liquidator  
  • 534 Prosecution by liquidator of delinquent officers and members  
  • 535 When liquidator has qualified privilege  
  • 537 Notice of appointment and address of liquidator  

Division 4--General

  • 541 Notification that company is in liquidation  
  • 543 Investment of surplus funds on general account  
  • 544 Unclaimed money to be paid to ASIC  
  • 545 Expenses of winding up where property insufficient  

Division 6--Proof and ranking of claims

Subdivision A--Admission to proof of debts and claims
  • 553 Debts or claims that are provable in winding up  
  • 553A Member cannot prove debt unless contributions paid  
  • 553AA Selling shareholder cannot prove debt unless documents given  
  • 553AB Superannuation contribution debts not admissible to proof  
  • 553B Insolvent companies--penalties and fines not generally provable  
  • 553C Insolvent companies--mutual credit and set-off  
  • 553D Debts or claims may be proved formally or informally  
  • 553E Application of Bankruptcy Act to winding up of insolvent company  
  • Subdivision B--Computation of debts and claims
  • 554 General rule--compute amount as at relevant date  
  • 554A Determination of value of debts and claims of uncertain value  
  • 554B Discounting of debts payable after relevant date  
  • 554C Conversion into Australian currency of foreign currency debts or claims  
  • Subdivision C--Special provisions relating to secured creditors of insolvent companies
  • 554D Application of Subdivision  
  • 554E Proof of debt by secured creditor  
  • 554F Redemption of security interest by liquidator  
  • 554G Amendment of valuation  
  • 554H Repayment of excess  
  • 554J Subsequent realisation of security interest  
  • Subdivision D--Priorities
  • 555 Debts and claims proved to rank equally except as otherwise provided  
  • 556 Priority payments  
  • 558 Debts due to employees  
  • 559 Debts of a class to rank equally  
  • 560 Advances for company to make priority payments in relation to employees  
  • 561 Priority of employees' claims over circulating security interests  
  • 562 Application of proceeds of contracts of insurance  
  • 562A Application of proceeds of contracts of reinsurance  
  • 563 Provisions relating to injury compensation  
  • 563AA Seller under a buy-back agreement  
  • 563A Postponing subordinate claims  
  • 563AAA Redemption of debentures  
  • Subdivision E--Miscellaneous
  • 563B Interest on debts and claims from relevant date to date of payment  
  • 563C Debt subordination  
  • 564 Power of Court to make orders in favour of certain creditors  

Division 7--Effect on certain transactions

  • 565 Undue preference  
  • 566 Effect of floating charge  
  • 567 Liquidator's right to recover in respect of certain transactions  

Division 7A--Disclaimer of onerous property

  • 568 Disclaimer by liquidator; application to Court by party to contract  
  • 568A Liquidator must give notice of disclaimer  
  • 568B Application to set aside disclaimer before it takes effect  
  • 568C When disclaimer takes effect  
  • 568D Effect of disclaimer  
  • 568E Application to set aside disclaimer after it has taken effect  
  • 568F Court may dispose of disclaimed property  

Division 7B--Effect on enforcement process against company's property

  • 569 Executions, attachments etc. before winding up  
  • 570 Duties of sheriff after receiving notice of application  

Division 8--Pooling

Subdivision A--Pooling determinations
  • 571 Pooling determination  
  • 572 Variation of pooling determination  
  • 573 Lodgment of copy of pooling determination etc.  
  • 577 Eligible unsecured creditors may decide to approve the determination or variation  
  • 578 When pooling determination comes into force etc.  
  • 579 Duties of liquidator  
  • 579A Court may vary or terminate pooling determination  
  • 579B Court may cancel or confirm variation  
  • 579C When Court may void or validate pooling determination  
  • 579D Effect of termination or avoidance  
  • Subdivision B--Pooling orders
  • 579E Pooling orders  
  • 579F Variation of pooling orders  
  • 579G Court may make ancillary orders etc.  
  • 579H Variation of ancillary orders etc.  
  • 579J Notice of application for pooling order etc.  
  • 579K Notice of pooling order etc.  
  • 579L Consolidated meetings of creditors  
  • Subdivision C--Other provisions
  • 579M When debts or claims are provable in winding up  
  • 579N Group of companies  
  • 579P Secured debt may become unsecured  
  • 579Q Eligible unsecured creditor  

Division 9--Co-operation between Australian and foreign courts in external administration matters

PART 5.7----WINDING UP BODIES OTHER THAN COMPANIES

  • 582 Application of Part  
  • 583 Winding up Part 5.7 bodies  
  • 585 Insolvency of Part 5.7 body  
  • 586 Contributories in winding up of Part 5.7 body  
  • 587 Power of Court to stay or restrain proceedings  
  • 588 Outstanding property of defunct registrable body  

PART 5.7B----RECOVERING PROPERTY OR COMPENSATION FOR THE BENEFIT OF CREDITORS OF INSOLVENT COMPANY

Division 1--Preliminary

Division 2--Voidable transactions

Subdivision A--Kinds of transactions that may be voidable

Division 2A--Vesting of PPSA security interests if not continuously perfected

Division 2B--Security interests in favour of company officers etc

Division 3--Duties to prevent insolvent trading and creditor-defeating dispositions

Subdivision A--Director's duty to prevent insolvent trading
  • 588G Director's duty to prevent insolvent trading by company  
  • Subdivision B--Duties to prevent creditor-defeating dispositions
  • 588GAA Object of this Subdivision  
  • 588GAB Officer's duty to prevent creditor-defeating disposition  
  • 588GAC Procuring creditor-defeating disposition  
  • Subdivision C--Safe harbour from breach of duties
  • 588GA Safe harbour--taking course of action reasonably likely to lead to a better outcome for the company  
  • 588GAAA Safe harbour--temporary relief in response to the coronavirus  
  • 588GB Information or books not admissible to support the safe harbour if failure to permit inspection etc.  
  • 588H Defences about reasonable grounds, illness or reasonable steps  
  • 588HA Review relating to safe harbour  

Division 4--Director liable to compensate company

Subdivision A--Proceedings against director
  • 588J On application for civil penalty order, Court may order compensation  
  • 588K Criminal court may order compensation  
  • 588L Enforcement of order under section 588J or 588K  
  • 588M Recovery of compensation for loss resulting from insolvent trading  
  • 588N Avoiding double recovery  
  • 588P Effect of sections 588J, 588K and 588M  
  • 588Q Certificates evidencing contravention  
  • Subdivision B--Proceedings by creditor
  • 588R Creditor may sue for compensation with liquidator's consent  
  • 588S Creditor may give liquidator notice of intention to sue for compensation  
  • 588T When creditor may sue for compensation without liquidator's consent  
  • 588U Events preventing creditor from suing  

Division 5--Liability of holding company for insolvent trading by subsidiary

  • 588V When holding company liable  
  • 588W Recovery of compensation for loss resulting from insolvent trading  
  • 588WA Safe harbour--taking reasonable steps to ensure company's directors have the benefit of the directors' safe harbour  
  • 588X Defences about reasonable grounds, illness or reasonable steps  

Division 6--Application of compensation under Division 4 or 5

  • 588Y Application of amount paid as compensation  

Division 7--Person managing a corporation while disqualified may become liable for corporation's debts

  • 588Z Court may make order imposing liability  

Division 8--Employee entitlements contribution orders

  • 588ZA Employee entitlements contribution orders  
  • 588ZB Who may apply for an employee entitlements contribution order  

PART 5.8----OFFENCES

  • 589 Interpretation and application  
  • 590 Offences by officers of certain companies  
  • 592 Incurring of certain debts; fraudulent conduct  
  • 593 Powers of Court  
  • 594 Certain rights not affected  
  • 595 Inducement to be appointed liquidator etc. of company  
  • 596 Frauds by officers  

PART 5.8A----EMPLOYEE ENTITLEMENTS

PART 5.9----MISCELLANEOUS

Division 1--Examining a person about a corporation

  • 596A Mandatory examination  
  • 596B Discretionary examination  
  • 596C Affidavit in support of application under section 596B  
  • 596D Content of summons  
  • 596E Notice of examination  
  • 596F Court may give directions about examination  
  • 597 Conduct of examination  
  • 597A When Court is to require affidavit about corporation's examinable affairs  
  • 597B Costs of unnecessary examination or affidavit  

Division 2--Orders against a person in relation to a corporation

  • 598 Order against person concerned with corporation  

Division 3--Provisions applying to various kinds of external administration

  • 599 Appeals from decisions of receivers etc.  
  • 600AA Duty of receiver, administrator or liquidator--parental leave pay  
  • 600F Limitation on right of suppliers of essential services to insist on payment as condition of supply  
  • 600G Electronic methods of giving or sending certain notices etc.  
  • 600H Rights if claim against the company postponed  
  • 600J Acts of external administrator valid etc.  

Division 4--Insolvency Practice Schedule (Corporations)

  • 600K Insolvency Practice Schedule (Corporations)  
  •  

CHAPTER 5A--Deregistration, and transfer of registration, of companies

 

PART 5A.1----DEREGISTRATION

  • 601 Definitions  
  • 601AA Deregistration--voluntary  
  • 601AB Deregistration--ASIC initiated  
  • 601AC Deregistration--following amalgamation or winding up  
  • 601AD Effect of deregistration  
  • 601AE What the Commonwealth or ASIC does with the property  
  • 601AF The Commonwealth's and ASIC's power to fulfil outstanding obligations of deregistered company  
  • 601AG Claims against insurers of deregistered company  
  • 601AH Reinstatement  

PART 5A.2----TRANSFER OF REGISTRATION

  • 601AI Transferring registration  
  • 601AJ Applying to transfer registration  
  • 601AK ASIC makes transfer of registration declaration  
  • 601AL ASIC to deregister company  
  •  

CHAPTER 5B--Bodies corporate registered as companies, and registrable bodies

 

PART 5B.1----REGISTERING A BODY CORPORATE AS A COMPANY

Division 1--Registration

Division 2--Operation of this Act

  • 601BM Effect of registration under this Part  
  • 601BN Liability of members on winding up  
  • 601BP Bearer shares  
  • 601BQ References in pre-registration contracts and other documents to par value in existing contracts and documents  
  • 601BR First AGM  
  • 601BS Modification by regulations  

PART 5B.2----REGISTRABLE BODIES

Division 1A--Preliminary

Division 1--Registrable Australian bodies

Division 2--Foreign companies

  • 601CD When a foreign company may carry on business in this jurisdiction  
  • 601CDA Limited disclosure if place of origin is a prescribed country  
  • 601CE Application for registration  
  • 601CF Appointment of local agent  
  • 601CG Local agent: how appointed  
  • 601CH Local agent: how removed  
  • 601CJ Liability of local agent  
  • 601CK Balance-sheets and other documents  
  • 601CL Cessation of business etc.  
  • 601CM Register of members of foreign company  
  • 601CN Register kept under section 601CM  
  • 601CP Notifying ASIC about register kept under section 601CM  
  • 601CQ Effect of right to acquire shares compulsorily  
  • 601CR Index of members and inspection of registers  
  • 601CS Certificate as to shareholding  

Division 3--Bodies registered under this Part

Division 4--Register of debenture holders for non-companies

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

  • 601DA Reserving a name  
  • 601DB Acceptable abbreviations  
  • 601DC When a name is available  
  • 601DD Registered Australian bodies and registered foreign companies can carry on business with some names only  
  • 601DE Using a name and ARBN  
  • 601DF Exception to requirement to have ARBN on receipts  
  • 601DG Regulations may exempt from requirement to set out information on documents  
  • 601DH Notice of name change must be given to ASIC  
  • 601DJ ASIC's power to direct a registered name be changed  
  •  

CHAPTER 5C--Managed investment schemes

 

PART 5C.1----REGISTRATION OF MANAGED INVESTMENT SCHEMES

  • 601EA Applying for registration  
  • 601EB Registration of managed investment scheme  
  • 601EC All documents etc. lodged with ASIC to bear ARSN or ABN  
  • 601ED When a managed investment scheme must be registered  
  • 601EE Unregistered schemes may be wound up  

PART 5C.2----THE RESPONSIBLE ENTITY

Division 1--Responsibilities and powers

Division 2--Changing the responsible entity

Division 3--Consequences of change of responsible entity

PART 5C.3----THE CONSTITUTION

  • 601GA Contents of the constitution  
  • 601GB Constitution must be legally enforceable  
  • 601GC Changing the constitution  

PART 5C.4----THE COMPLIANCE PLAN

  • 601HA Contents of the compliance plan  
  • 601HB Compliance plan may incorporate provisions from another scheme's plan  
  • 601HC Directors must sign lodged copy of compliance plan  
  • 601HD ASIC may require further information about compliance plan  
  • 601HE Changing the compliance plan  
  • 601HF ASIC may require consolidation of compliance plan to be lodged  
  • 601HG Audit of compliance plan  
  • 601HH Removal and resignation of auditors  
  • 601HI Action on change of auditor of compliance plan  

PART 5C.5----THE COMPLIANCE COMMITTEE

PART 5C.6----MEMBERS' RIGHTS TO WITHDRAW FROM A SCHEME

  • 601KA Members' rights to withdraw  
  • 601KB Non-liquid schemes--offers  
  • 601KC Non-liquid schemes--only one withdrawal offer to be open at any time  
  • 601KD Non-liquid schemes--how payments are to be made  
  • 601KE Non-liquid schemes--responsible entity may cancel withdrawal offer  

PART 5C.7----RELATED PARTY TRANSACTIONS

  • 601LA Chapter 2E applies with modifications  
  • 601LB Replacement section 207  
  • 601LC Replacement section 208  
  • 601LD Omission of sections 213, 214 and 224  
  • 601LE Modification of section 225  

PART 5C.8----EFFECT OF CONTRAVENTIONS (CIVIL LIABILITY AND VOIDABLE CONTRACTS)

PART 5C.9----WINDING UP

  • 601NA Winding up required by scheme's constitution  
  • 601NB Winding up at direction of members  
  • 601NC Winding up if scheme's purpose accomplished or cannot be accomplished  
  • 601ND Winding up ordered by Court  
  • 601NE The winding up of the scheme  
  • 601NF Other orders about winding up  
  • 601NG Unclaimed money to be paid to ASIC  

PART 5C.10----DEREGISTRATION

Division 1--Registered schemes that are not Australian passport funds

  • 601PAA Application of this Division  
  • 601PA Deregistration--voluntary  
  • 601PB Deregistration by ASIC  

Division 2--Registered schemes that are Australian passport funds

  • 601PBA Application of this Division  
  • 601PBB Deregistration--voluntary  
  • 601PBC Deregistration--initiated by ASIC  
  • 601PBD Notices relating to deregistration process  
  • 601PBE Consequences of deregistration on status as an Australian passport fund  
  • 601PC Reinstatement  

PART 5C.11----EXEMPTIONS AND MODIFICATIONS

  • 601QA ASIC's power to make exemption and modification orders  
  • 601QB Modification by regulations  
  •  

CHAPTER 5D--Licensed trustee companies

 

PART 5D.1----PRELIMINARY

PART 5D.2----POWERS ETC. OF LICENSED TRUSTEE COMPANIES

Division 1--General provisions

  • 601SAA Jurisdiction of courts not affected etc.  
  • 601SAB Regulations may prescribe other powers etc.  
  • 601SAC Powers etc. conferred by or under this Chapter are in addition to other powers etc.  

Division 2--Accounts

Division 3--Common funds

PART 5D.3----REGULATION OF FEES CHARGED BY LICENSED TRUSTEE COMPANIES

Division 1--Disclosure of fees

Division 2--General provisions about charging fees

Division 3--Fees otherwise than for being trustee or manager of a charitable trust

  • 601TCA Fees otherwise than for being the trustee or manager of a charitable trust  
  • 601TCB Additional amount for preparation of returns etc.  

Division 4--Fees for being trustee or manager of a charitable trust

Subdivision A--New client charitable trusts
  • 601TDA Subdivision applies to new client charitable trusts  
  • 601TDB What the trustee company may charge  
  • 601TDC Option 1: capital commission and income commission  
  • 601TDD Option 2: annual management fee  
  • 601TDE Additional amount if trust money is in a common fund  
  • 601TDF Additional amount for preparation of returns etc.  
  • Subdivision B--Existing client charitable trusts
  • 601TDG Subdivision applies to existing client charitable trusts  
  • 601TDH Trustee company not to charge more than was being charged before section commenced  
  • 601TDI Additional amount if trust money is in a common fund  
  • 601TDJ Additional amount for preparation of returns etc.  

Division 5--Miscellaneous

PART 5D.4----DUTIES OF OFFICERS AND EMPLOYEES OF LICENSED TRUSTEE COMPANIES

PART 5D.5----LIMIT ON CONTROL OF LICENSED TRUSTEE COMPANIES

Division 1--15% voting power limit

Division 2--Approval to exceed 15% voting power limit

Division 3--Other matters

PART 5D.6----ASIC-APPROVED TRANSFERS OF ESTATE ASSETS AND LIABILITIES

Division 1--Preliminary

Division 2--Transfer of estate assets and liabilities

  • 601WBA Transfer determinations  
  • 601WBB When consent of receiving company is in force  
  • 601WBC Complementary State or Territory legislation  
  • 601WBD Minister's power to decide that his or her consent is not required  
  • 601WBE Determinations may impose conditions  
  • 601WBF Notice of determination  
  • 601WBG Certificate of transfer  
  • 601WBH Notice of certificate  
  • 601WBI Time and effect of transfer  
  • 601WBJ Substitution of trustee company  
  • 601WBK Liabilities for breach of trust and other matters not affected by this Part  

Division 3--Other matters related to the transfer of estate assets and liabilities

  • 601WCA Certificates evidencing operation of Act etc.  
  • 601WCB Certificates in relation to land and interests in land  
  • 601WCC Certificates in relation to other assets  
  • 601WCD Documents purporting to be certificates  
  • 601WCE Construction of references to transferring company  
  • 601WCF Income or other distribution received by transferring company  
  • 601WCG Access to books  
  • 601WCH Minister or ASIC may seek views of trustee company and its clients  

Division 4--Miscellaneous

  • 601WDA Transferring company required to contact certain persons  

PART 5D.7----CONTRAVENTIONS AND HOLDING OUT

PART 5D.8----EXEMPTIONS AND MODIFICATIONS

  • 601YAA Exemptions and modifications by ASIC  
  • 601YAB Exemptions and modifications by regulations  
  •  

CHAPTER 6--Takeovers

 

PART 6.1----PROHIBITED ACQUISITIONS OF RELEVANT INTERESTS IN VOTING SHARES

PART 6.2----EXCEPTIONS TO THE PROHIBITION

  • 611 Exceptions to the prohibition  
  • 612 Effect of non-compliance with takeover rules for exceptions 1 to 4  
  • 613 Bidder not to exercise voting rights if failure to send bids for off-market acquisition--exception 2 or 3  
  • 615 Treatment of foreign holders under equal access issue--exception 10  

PART 6.3----THE DIFFERENT TYPES OF TAKEOVER BID

  • 616 Off-market bids and market bids  

PART 6.4----FORMULATING THE TAKEOVER OFFER

Division 1--General

  • 617 Securities covered by the bid  
  • 618 Offers must be for all or a proportion of securities in the bid class  
  • 619 General terms of the offer  
  • 620 Off-market bid (offer formalities)  

Division 2--Consideration for the offer

  • 621 Consideration offered  
  • 622 Escalation agreements  
  • 623 Collateral benefits not allowed  

Division 3--The offer period

  • 624 Offer period  

Division 4--Conditional offers

  • 625 Conditional offers--general  
  • 626 Maximum acceptance conditions in off-market bids  
  • 627 Discriminatory conditions not allowed for off-market bids  
  • 628 Conditions requiring payments to officers of target not allowed in off-market bids  
  • 629 Conditions turning on bidder's or associate's opinion not allowed in off-market bids  
  • 630 Defeating conditions  

PART 6.5----THE TAKEOVER PROCEDURE

Division 1--The overall procedure

  • 631 Proposing or announcing a bid  
  • 632 Overview of steps in an off-market bid  
  • 633 Detailed steps in an off-market bid  
  • 634 Overview of steps in a market bid  
  • 635 Detailed steps in a market bid  

Division 2--The bidder's statement

Division 3--The target's response

Division 4--Updating and correcting the bidder's statement and target's statement

Division 5--General rules on takeover procedure

Subdivision A--Experts' reports

PART 6.6----VARIATION OF OFFERS

Division 1--Market bids

  • 649A General  
  • 649B Market bids--raising bid price  
  • 649C Market bids--extending the offer period  

Division 2--Off-market bids (express variation by bidder)

  • 650A General  
  • 650B Off-market bids--consideration offered  
  • 650C Off-market bids--extension of offer period  
  • 650D Off-market bids--method of making variation  
  • 650E Right to withdraw acceptance  
  • 650F Freeing off-market bids from defeating conditions  
  • 650G Contracts and acceptances void if defeating condition not fulfilled  

Division 3--Off-market bids (automatic variations)

  • 651A Off-market bid--effect on bid consideration of purchases made outside bid  
  • 651B How to make an election for new forms of consideration  
  • 651C Returning securities as part of election  

PART 6.7----WITHDRAWAL AND SUSPENSION OF OFFERS

  • 652A Withdrawal of unaccepted offers under takeover bid  
  • 652B Withdrawal of takeover offers with ASIC consent  
  • 652C Withdrawal of market bids  

PART 6.8----ACCEPTANCES

  • 653A Acceptance of offers made under off-market bid  
  • 653B Acceptances by transferees and nominees of offers made under off-market bid  

PART 6.9----OTHER ACTIVITIES DURING THE BID PERIOD

  • 654A Bidder not to dispose of securities during the bid period  
  • 654B Disclosures about substantial shareholdings in listed companies  
  • 654C Disclosures about substantial shareholdings in unlisted companies  

PART 6.10----REVIEW AND INTERVENTION

Division 1--ASIC's power to exempt and modify

  • 655A ASIC's power to exempt and modify  
  • 655B Notice of decision and review rights  

Division 2--The Takeovers Panel

Subdivision A--Review of ASIC's exercise of its exemption or modification powers
  • 656A Review of exercise of exemption or modification powers  
  • 656B Operation and implementation of a decision that is subject to review  
  • Subdivision B--Unacceptable circumstances
  • 657A Declaration of unacceptable circumstances  
  • 657B When Panel may make declaration  
  • 657C Applying for declarations and orders  
  • 657D Orders that Panel may make following declaration  
  • 657E Interim orders  
  • 657EA Internal Panel reviews  
  • 657EB References by Courts  
  • 657F Offence to contravene Panel order  
  • 657G Orders by the Court where contravention or proposed contravention of Panel order  
  • 657H ASIC may publish report about application to Panel or Court  
  • Subdivision C--General provisions
  • 658A Power of Panel where a proceeding is frivolous or vexatious  
  • 658B Evidentiary value of findings of fact by Panel  
  • 658C Panel's power to make rules  
  • 658D Inconsistency between Panel rules and ASIC exemption or declaration  

Division 3--Court powers

  • 659A Panel may refer questions of law to the Court  
  • 659AA Object of sections 659B and 659C  
  • 659B Court proceedings before end of bid period  
  • 659C Court proceedings after end of bid period  
  •  

CHAPTER 6A--Compulsory acquisitions and buy-outs

 

PART 6A.1----COMPULSORY ACQUISITIONS AND BUY-OUTS FOLLOWING TAKEOVER BID

Division 1--Compulsory acquisition of bid class securities

Division 2--Compulsory buy-out of bid class securities

  • 662A Bidder must offer to buy out remaining holders of bid class securities  
  • 662B Bidder to tell remaining holders of their right to be bought out  
  • 662C Right of remaining holder of securities in the bid class to be bought out  

Division 3--Compulsory buy-out of convertible securities

  • 663A Bidder must offer to buy out holders of convertible securities  
  • 663B Bidder to tell holders of convertible securities of their right to be bought out  
  • 663C Right of holders of convertible securities to be bought out  

PART 6A.2----GENERAL COMPULSORY ACQUISITIONS AND BUY-OUTS

Division 1--Compulsory acquisition of securities by 90% holder

  • 664A Threshold for general compulsory acquisition power  
  • 664AA Time limit on exercising compulsory acquisition power  
  • 664B The terms for compulsory acquisition  
  • 664C Compulsory acquisition notice  
  • 664D Benefits outside compulsory acquisition procedure  
  • 664E Holder's right to object to the acquisition  
  • 664F The Court's power to approve acquisition  
  • 664G Signpost--completing the acquisition of the securities  

Division 2--Compulsory buy-out of convertible securities by 100% holder

  • 665A 100% holder must offer to buy out holders of convertible securities  
  • 665B 100% holder to tell holders of convertible securities of their right to be bought out  
  • 665C Right of holders of convertible securities to be bought out  

PART 6A.3----COMPLETION OF COMPULSORY ACQUISITION OF SECURITIES

  • 666A Completing the acquisition of securities  
  • 666B Statutory procedure for completion  

PART 6A.4----EXPERTS' REPORTS AND VALUATIONS

  • 667A Expert's report  
  • 667AA Expert to be nominated  
  • 667B Expert must not be an associate and must disclose prior dealings and relationships  
  • 667C Valuation of securities  

PART 6A.5----RECORDS OF UNCLAIMED CONSIDERATION

  • 668A Company's power to deal with unclaimed consideration for compulsory acquisition  
  • 668B Unclaimed consideration to be transferred to ASIC  

PART 6A.6----ASIC POWERS

  • 669 ASIC's power to exempt and modify  
  •  

CHAPTER 6B--Rights and liabilities in relation to Chapter 6 and 6A matters

 
  • 670A Misstatements in, or omissions from, takeover and compulsory acquisition and buy-out documents  
  • 670B Right to recover for loss or damage resulting from contravention  
  • 670C People liable on takeover or compulsory acquisition statement to inform maker about deficiencies in the statement  
  • 670D Defences against prosecutions under subsection 670A(3) and actions under section 670B  
  • 670E Liability for proposing a bid or not carrying through with bid  
  • 670F Defences  
  •  

CHAPTER 6C--Information about ownership of listed companies, listed registered schemes and listed notified foreign passport funds

 
  • 671A Chapter extends to some listed bodies that are not companies  

PART 6C.1----SUBSTANTIAL HOLDING INFORMATION

PART 6C.2----TRACING BENEFICIAL OWNERSHIP OF SHARES

PART 6C.3----ASIC POWERS

  • 673 ASIC's power to exempt and modify  
  •  

CHAPTER 6CA--Continuous disclosure

 
  • 674 Continuous disclosure--listed disclosing entity bound by a disclosure requirement in market listing rules  
  • 675 Continuous disclosure--other disclosing entities  
  • 676 Sections 674 and 675--when information is generally available  
  • 677 Sections 674 and 675--material effect on price or value  
  • 678 Application of Criminal Code to offences based on subsection 674(2), 674(5) or 675(2)  
  •  

CHAPTER 6D--Fundraising

 

PART 6D.1----APPLICATION OF THE FUNDRAISING PROVISIONS

PART 6D.2----DISCLOSURE TO INVESTORS ABOUT SECURITIES (OTHER THAN FOR CSF OFFERS)

Division 1--Overview

  • 703B Part generally does not apply in relation to CSF offers  
  • 704 When disclosure to investors is needed  
  • 705 Types of disclosure document  

Division 2--Offers that need disclosure to investors

  • 706 Issue offers that need disclosure  
  • 707 Sale offers that need disclosure  
  • 708 Offers that do not need disclosure  
  • 708AA Rights issues that do not need disclosure  
  • 708A Sale offers that do not need disclosure  

Division 3--Types of disclosure documents

Division 4--Disclosure requirements

Division 5--Procedure for offering securities

  • 717 Overview of procedure for offering securities  
  • 718 Lodging of disclosure document  
  • 719 Lodging supplementary or replacement document--general  
  • 719A Lodging supplementary or replacement document--2-part simple corporate bonds prospectus  
  • 720 Consents needed for lodgment  
  • 721 Offer must be made in, or accompanied by, the disclosure document  
  • 722 Application money to be held on trust  
  • 723 Issuing or transferring the securities under a disclosure document  
  • 724 Choices open to person making the offer if disclosure document condition not met or disclosure document defective  
  • 725 Expiration of disclosure document  

PART 6D.3----PROHIBITIONS, LIABILITIES AND REMEDIES (OTHER THAN FOR CSF OFFERS)

Division 1A--Introduction

  • 725A Part generally does not apply in relation to CSF offers  

Division 1--Prohibitions and liabilities

  • 726 Offering securities in a body that does not exist  
  • 727 Offering securities without a current disclosure document  
  • 728 Misstatement in, or omission from, disclosure document  
  • 729 Right to recover for loss or damage resulting from contravention  
  • 730 People liable on disclosure document to inform person making the offer about deficiencies in the disclosure document  
  • 731 Due diligence defence for prospectuses  
  • 732 Lack of knowledge defence for offer information statements and profile statements  
  • 733 General defences for all disclosure documents  
  • 734 Restrictions on advertising and publicity  
  • 735 Obligation to keep consents and other documents  
  • 736 Securities hawking prohibited  

Division 2--Remedies

  • 737 Remedies for investors  
  • 738 Securities may be returned and refund obtained  

PART 6D.3A----CROWD-SOURCED FUNDING

Division 1--Introduction

Division 2--Offers that are eligible to be made under this Part

  • 738G Offers that are eligible to be made under this Part  
  • 738H Meaning of eligible CSF company  

Division 3--Making offers under this Part

  • 738J CSF offer document to be prepared  
  • 738K Other requirements for CSF offer document  
  • 738L CSF offer document to be published on platform of a single CSF intermediary  
  • 738M Consents needed for publication of CSF offer document  
  • 738N When a CSF offer is made, open, closed, suspended and complete  
  • 738P CSF offer document to be removed from offer platform if offer closes in certain circumstances  
  • 738Q Gatekeeper obligations of CSF intermediaries  
  • 738R Company and related parties not to have more than one CSF offer open at any one time  
  • 738S Company may notify responsible intermediary that it wants CSF offer withdrawn  
  • 738T Withdrawal of applications made pursuant to CSF offer  

Division 4--Defective etc

  • 738U When a CSF offer document is defective  
  • 738V Obligation to notify company making offer, and responsible intermediary, if CSF offer document is defective  
  • 738W Company may provide replacement or supplementary CSF document in certain circumstances  
  • 738X Responsible intermediary's obligations on becoming aware that CSF offer document is defective  
  • 738Y Other liabilities relating to defective CSF offer documents  
  • 738Z Exceptions to liability under section 738Y  

Division 5--Other obligations of CSF intermediaries

Division 6--Additional protections for retail clients

Division 7--Other matters

  • 738ZF Offering securities of a company that does not exist  
  • 738ZG Restrictions on advertising and publicity  
  • 738ZH Liabilities under other laws not affected  
  • 738ZI Companies eligible for limited governance requirements  
  • 738ZJ Regulations relating to how CSF intermediaries are to deal with applications  
  • 738ZK Related party transactions--proprietary companies that have one or more CSF shareholders  

PART 6D.4----ASIC'S POWERS

  • 739 ASIC stop orders  
  • 740 Anti-avoidance determinations  
  • 741 ASIC's power to exempt and modify  

PART 6D.5----MISCELLANEOUS

  • 742 Exemptions and modifications by regulations  
  •  

CHAPTER 7--Financial services and markets

 

PART 7.1----PRELIMINARY

Division 1--Object of Chapter and outline of Chapter

  • 760A Object of Chapter  
  • 760B Outline of Chapter  

Division 2--Definitions

Division 3--What is a financial product

Subdivision A--Preliminary

Division 4--When does a person provide a financial service

Division 5--What is a financial market

Division 6--What is a clearing and settlement facility

Division 7--General provisions relating to civil and criminal liability

  • 769A Part 2.5 of Criminal Code does not apply  
  • 769B People are generally responsible for the conduct of their agents, employees etc.  
  • 769C Representations about future matters taken to be misleading if made without reasonable grounds  

PART 7.2----LICENSING OF FINANCIAL MARKETS

Division 1--Preliminary

Division 2--Requirement to be licensed

Division 3--Regulation of market licensees

Subdivision A--Licensee's obligations
  • 792A General obligations  
  • 792B Obligation to notify ASIC of certain matters  
  • 792C Giving ASIC information about a listed disclosing entity  
  • 792D Obligation to assist ASIC  
  • 792E Obligation to give ASIC access to market facilities  
  • 792F Annual report  
  • 792G Obligations to notify people about clearing and settlement arrangements in certain circumstances  
  • 792H Change of country by foreign licensee  
  • 792I Making information about compensation arrangements publicly available  
  • Subdivision B--The market's operating rules and procedures
  • 793A Content of the operating rules and procedures  
  • 793B Legal effect of operating rules  
  • 793C Enforcement of operating rules  
  • 793D Changing the operating rules  
  • 793E Disallowance of changes to operating rules  
  • Subdivision C--Powers of the Minister and ASIC
  • 794A Minister's power to give directions  
  • 794B Minister's power to require special report  
  • 794C ASIC assessment of licensee's compliance  
  • 794D ASIC's power to give directions  
  • 794E Additional directions to clearing and settlement facilities  

Division 4--The Australian market licence

Subdivision A--How to get a licence
  • 795A How to apply for a licence  
  • 795B When a licence may be granted  
  • 795C Publication of notice of licence grant  
  • 795D More than one licence in the same document  
  • 795E More than one market covered by the same licence  
  • Subdivision B--The conditions on the licence
  • 796A The conditions on the licence  
  • Subdivision C--When a licence can be varied, suspended or cancelled
  • 797A Varying licences  
  • 797B Immediate suspension or cancellation  
  • 797C Suspension or cancellation following hearing and report  
  • 797D Effect of suspension  
  • 797E Variation or revocation of suspension  
  • 797F Publication of notice of licence suspension or cancellation  
  • 797G Suspension and cancellation only in accordance with this Subdivision  

Division 5--Other matters

PART 7.2A----SUPERVISION OF FINANCIAL MARKETS

PART 7.3----LICENSING OF CLEARING AND SETTLEMENT FACILITIES

Division 1--Requirement to be licensed

Division 2--Regulation of CS facility licensees

Subdivision A--Licensee's obligations
  • 821A General obligations  
  • 821B Obligation to notify ASIC of certain matters  
  • 821BA Obligation to notify Reserve Bank of certain matters  
  • 821C Obligation to assist  
  • 821D Obligation to give ASIC access to the facility  
  • 821E Annual report  
  • 821F Change of country by foreign licensee  
  • Subdivision B--The facility's operating rules and procedures
  • 822A Content of the operating rules and procedures  
  • 822B Legal effect of operating rules  
  • 822C Enforcement of operating rules  
  • 822D Changing the operating rules  
  • 822E Disallowance of changes to operating rules  
  • Subdivision C--Powers of the Minister, ASIC and the Reserve Bank in relation to licensees
  • 823A Minister's power to give directions  
  • 823B Minister's power to require special report  
  • 823C ASIC assessment of licensee's compliance  
  • 823CA Reserve Bank assessment of licensee's compliance  
  • 823D Directions power--protecting dealings in financial products and ensuring fair and effective provision of services by CS facilities  
  • 823E Directions power--reduction of systemic risk  

Division 3--The Australian CS facility licence

Subdivision A--How to get a licence
  • 824A How to apply for a licence  
  • 824B When a licence may be granted  
  • 824C Publication of notice of licence grant  
  • 824D More than one licence in the same document  
  • 824E More than one CS facility covered by the same licence  
  • Subdivision B--The conditions on the licence
  • 825A The conditions on the licence  
  • Subdivision C--When a licence can be varied, suspended or cancelled
  • 826A Varying licences  
  • 826B Immediate suspension or cancellation  
  • 826C Suspension or cancellation following hearing and report  
  • 826D Effect of suspension  
  • 826E Variation or revocation of suspension  
  • 826F Publication of notice of licence suspension or cancellation  
  • 826G Suspension and cancellation only in accordance with this Subdivision  

Division 4--Other matters

  • 827A Matters to be taken into account by the Minister  
  • 827B ASIC may give advice to Minister  
  • 827C Reserve Bank may give advice to Minister  
  • 827D Reserve Bank may determine financial stability standards  

PART 7.4----LIMITS ON INVOLVEMENT WITH LICENSEES

Division 1--Limit on control of certain licensees

Subdivision A--15
  • 850A Scope of Division  
  • 850B Meaning of unacceptable control situation  
  • 850C Acquisitions of shares  
  • 850D Remedial orders  
  • 850E Injunctions  
  • Subdivision B--Approval to exceed 15
  • 851A Application for approval to exceed 15% voting power limit  
  • 851B Approval of application  
  • 851C Duration of approval  
  • 851D Conditions of approval  
  • 851E Varying percentage approved  
  • 851F Revoking an approval  
  • 851G Further information about applications  
  • 851H Time limit for Minister's decision  
  • 851I Preservation of voting power in relation to bodies specified in regulations made for section 850A  
  • Subdivision C--Other matters
  • 852A Acquisition of property  
  • 852B Anti-avoidance  

Division 2--Individuals who are not fit and proper are disqualified

Division 3--Miscellaneous

  • 854A Record-keeping and giving of information  
  • 854B Exemptions and modifications by regulations  

PART 7.5----COMPENSATION REGIMES FOR FINANCIAL MARKETS

Division 1--Preliminary

Division 2--When there must be a compensation regime

Division 3--Approved compensation arrangements

Subdivision A--Approval of compensation arrangements
  • 882A How to get compensation arrangements approved with grant of licence  
  • 882B How to get compensation arrangements approved after licence is granted  
  • 882C Revocation of approval  
  • 882D Minister's power to give directions  
  • Subdivision B--Effect of compensation rules forming part of Division 3 arrangements
  • 883A Legal effect of compensation rules  
  • 883B Enforcement of compensation rules  
  • 883C Other sources of funds for compensation  
  • 883D Payment of levies  
  • Subdivision C--Changing Division 3 arrangements
  • 884A Division 3 arrangements must generally only be changed in accordance with this Subdivision  
  • 884B Changing Division 3 arrangements--matters required to be dealt with in the compensation rules  
  • 884C Changing Division 3 arrangements--matters not required to be dealt with in the compensation rules  
  • Subdivision D--Are compensation arrangements adequate
  • 885A Purpose of this Subdivision  
  • 885B Requirements to be complied with for arrangements to be adequate  
  • 885C The losses to be covered  
  • 885D Certain losses that are not Division 3 losses  
  • 885E The amount of compensation  
  • 885F Method of payment of compensation  
  • 885G Making and determination of claims  
  • 885H The source of funds--general  
  • 885I Administration and monitoring  
  • 885J The losses to be covered--other matters to be taken into account  
  • Subdivision E--Other provisions about Division 3 arrangements
  • 886A Only one claim in respect of the same loss  
  • 886B Regulations relating to fidelity funds  

Division 4--NGF Compensation regime

Subdivision A--Application of Division
  • 887A Markets to which this Division applies  
  • Subdivision B--Claims for and payment of compensation
  • 888A The situations in which compensation may be claimed  
  • 888B Kinds of compensation available  
  • 888C Amount of compensation payable  
  • 888D Payment of compensation  
  • 888E Making and determination of claims  
  • 888F The SEGC has power to determine claims  
  • 888G Allowing a claim does not constitute an admission of any other liability  
  • 888H Claimant may apply to Court if claim disallowed  
  • 888I Non-NGF property of the SEGC not available to meet claims  
  • 888J The SEGC may enter into contracts of insurance or indemnity  
  • 888K NGF may be used to acquire financial products to be transferred as compensation  
  • Subdivision C--The NGF
  • 889A Continuation of the National Guarantee Fund  
  • 889B Compensation to be provided out of the NGF  
  • 889C The SEGC to keep the NGF  
  • 889D What the NGF consists of  
  • 889E Power to borrow etc. for purposes of the NGF  
  • 889F Money borrowed and paid to the SEGC  
  • 889G Money borrowed and not paid to the SEGC  
  • 889H Payments out of the NGF  
  • 889I Minimum amount of the NGF  
  • 889J Levy by the SEGC  
  • 889K Levy by market operator  
  • Subdivision D--The SEGC
  • 890A Minister to nominate the SEGC  
  • 890B The SEGC's functions and powers  
  • 890C Delegation  
  • 890D Operating rules of the SEGC  
  • 890E Legal effect of the SEGC's operating rules  
  • 890F Enforcement of the SEGC's operating rules  
  • 890G Changing the SEGC's operating rules  
  • 890H Disallowance of changes to the SEGC's operating rules  
  • Subdivision E--Other provisions relating to compensation under this Division
  • 891A Payment out of the NGF to prescribed body with arrangements covering clearing and settlement facility support  
  • 891B Markets operated by bodies corporate that become members of the SEGC--regulations may deal with transitional provisions and other matters  
  • 891C Regulations may make different provision in respect of different markets etc.  

Division 5--Provisions common to both kinds of compensation arrangements

  • 892A Definitions  
  • 892B How regulated funds are to be kept  
  • 892C Money in regulated funds may be invested  
  • 892D Powers of relevant authority to require production or delivery of documents or statements  
  • 892E Power to require assistance for purpose of dealing with a claim  
  • 892F Relevant authority's right of subrogation if compensation is paid  
  • 892G Excess money in compensation funds  
  • 892H Accounting and reporting for regulated funds  
  • 892I Division 3 arrangements--reporting in situations where compensation does not come out of a regulated fund  
  • 892J Regulations may provide for qualified privilege in respect of certain matters  
  • 892K Risk assessment report  

Division 6--Miscellaneous

  • 893A Exemptions and modifications by regulations  
  • 893B Exemptions by Minister  

PART 7.5A----REGULATION OF DERIVATIVE TRANSACTIONS AND DERIVATIVE TRADE REPOSITORIES

Division 1--Application of Part

Division 2--Regulation of derivative transactions

Subdivision A--Power to make derivative transaction rules

Division 3--Regulation of licensed derivative trade repositories

Division 4--Regulation of licensed derivative trade repositories

Subdivision A--Power to make derivative trade repository rules

Division 5--Regulation of licensed derivative trade repositories

Subdivision A--Obligations
  • 904A General obligations  
  • 904B Obligations relating to derivative trade data  
  • 904C Obligation to notify ASIC of certain matters  
  • 904D Obligation to assist ASIC, APRA and the Reserve Bank  
  • 904E Obligation to give ASIC access to derivative trade repository facilities  
  • Subdivision B--Powers of Minister and ASIC to give directions etc
  • 904F Minister's power to give directions to licensee not complying with obligations  
  • 904G ASIC's power to give directions to licensee not complying with obligations  
  • 904H ASIC's power to give directions requiring special reports  
  • 904J ASIC may assess licensee's compliance  
  • 904K Directions relating to derivative trade data if repository ceases to be licensed  

Division 6--Regulation of licensed derivative trade repositories

Subdivision A--Requirement for some trade repositories to be licensed
  • 905A Regulations may identify derivative trade repositories as being required to be licensed  
  • Subdivision B--Granting of licences
  • 905B How to apply for a licence  
  • 905C When a licence may be granted  
  • 905D Publication of notice of licence grant  
  • 905E More than one derivative trade repository covered by the same licence  
  • Subdivision C--The conditions on a licence
  • 905F The conditions on the licence  
  • Subdivision D--When a licence can be varied, suspended or cancelled
  • 905G Varying licences  
  • 905H Immediate suspension or cancellation  
  • 905J Suspension or cancellation following hearing and report  
  • 905K Effect of suspension  
  • 905L Variation or revocation of suspension  
  • 905M Publication of notice of licence suspension or cancellation  
  • 905N Suspension and cancellation only in accordance with this Subdivision  
  • Subdivision E--Other matters
  • 905P Matters to be taken into account by ASIC  

Division 7--Regulation of prescribed derivative trade repositories

  • 906A Regulations may impose obligations and confer powers  

Division 8--Other matters

  • 907A Other prohibitions on holding out  
  • 907B Making provision by reference to instruments as in force from time to time  
  • 907C Compliance with requirements to provide derivative trade data or other information: protection from liability  
  • 907D Exemptions by ASIC  
  • 907E Exemptions and modifications by regulations  

PART 7.5B----REGULATION OF FINANCIAL BENCHMARKS

Division 1--Preliminary

  • 908AA Simplified outline of this Part  
  • 908AB Meaning of financial benchmark  
  • 908AC Meaning of significant financial benchmark  
  • 908AD Emergency declarations: consultation and consent not required  
  • 908AE Notifying administrator about declarations  
  • 908AF ASIC to supervise financial benchmarks that are specified in benchmark administrator licences  
  • 908AG Extraterritorial application  

Division 2--Licensing of financial benchmarks

Subdivision A--Requirement to be licensed
  • 908BA Administrators of significant financial benchmarks must be licensed  
  • 908BB Other prohibitions on holding out  
  • Subdivision B--Granting licences
  • 908BC When a licence may be granted  
  • 908BD Applying for a licence  
  • 908BE More than one financial benchmark may be specified in the same licence  
  • 908BF Publishing details of licences  
  • Subdivision C--Conditions on licences
  • 908BG Conditions, including varying and revoking conditions  
  • Subdivision D--When a licence can be varied, suspended or cancelled
  • 908BH Varying licences  
  • 908BI Immediate suspension or cancellation  
  • 908BJ Suspension or cancellation following hearing and report  
  • 908BK Effect of suspension  
  • 908BL Varying or revoking a suspension  
  • 908BM Publishing details of suspensions or cancellations of licences  
  • 908BN Variations, suspensions or cancellations only in accordance with this Subdivision  
  • Subdivision E--Matters to which ASIC must have regard
  • 908BO Matters to which ASIC must have regard  
  • Subdivision F--Other obligations of licensees
  • 908BP General obligations  
  • 908BQ Obligation to notify ASIC of certain matters  
  • 908BR Obligation to assist ASIC, APRA and the Reserve Bank  
  • 908BS Obligation to give ASIC access to licensee's facilities  
  • Subdivision G--Directions to licensees
  • 908BT ASIC's power to give directions to licensee not complying with obligations  
  • 908BU Minister may disallow all or part of an ASIC direction etc.  
  • 908BV ASIC's power to give directions requiring reports  
  • Subdivision H--Other matters
  • 908BW ASIC may assess licensee's compliance  
  • 908BX Basis of licences  

Division 3--Financial benchmark rules and compelled financial benchmark rules

Subdivision A--Power to make financial benchmark rules
  • 908CA ASIC may make financial benchmark rules  
  • 908CB Main permitted matters that may be dealt with in the rules  
  • 908CC Other permitted matters that may be dealt with in the rules  
  • Subdivision B--Power to make compelled financial benchmark rules
  • 908CD ASIC may make compelled financial benchmark rules  
  • 908CE Permitted powers and matters that may be dealt with in the rules  
  • Subdivision C--Compliance with each set of rules etc
  • 908CF Obligation to comply with each set of rules  
  • 908CG Alternatives to civil proceedings  
  • 908CH Infringement notices  
  • 908CI Enforceable undertakings  
  • 908CJ Protection from liability for compliance in good faith  
  • Subdivision D--Matters relating to the making of each set of rules
  • 908CK Matters to which ASIC has regard when making rules  
  • 908CL ASIC to consult before making rules  
  • 908CM Ministerial consent to rules required  
  • 908CN Emergency rules: consultation and consent not required  
  • 908CO Requirements  
  • 908CP Regulations may limit how rules may deal with certain matters  
  • 908CQ Varying or revoking the rules  

Division 4--Offences and civil penalties relating to manipulation of financial benchmarks

  • 908DA Manipulation of financial benchmarks  
  • 908DB False or misleading statements or information that could affect financial benchmarks  
  • 908DC Penalties for offences against this Division  
  • 908DD Geographical scope of offences and civil penalty provisions  

Division 5--Other provisions

  • 908EA Making provision by referring to instruments as in force from time to time  
  • 908EB Exemptions by the regulations or by ASIC  

PART 7.6----LICENSING OF PROVIDERS OF FINANCIAL SERVICES

Division 1--Preliminary

  • 910A Definitions  
  • 910B Meaning of control  
  • 910C Meaning of linked to a refusal or failure to give effect to a determination made by AFCA  

Division 2--Requirement to be licensed or authorised

Division 3--Obligations of financial services licensees

Division 4--Australian financial services licences

Subdivision A--How to get a licence
  • 913A Applying for a licence  
  • 913B When a licence may be granted  
  • 913BA Fit and proper person test  
  • 913BB Fit and proper person test--matters to which ASIC must have regard  
  • 913C Licence numbers  
  • Subdivision B--The conditions on the licence
  • 914A The conditions on the licence  
  • 914B ASIC may request information etc. in relation to an application for conditions to be varied  
  • Subdivision C--When a licence can be varied, suspended or cancelled
  • 915A Varying licences  
  • 915B Immediate suspension or cancellation  
  • 915C Suspension or cancellation after offering a hearing  
  • 915D Effect of suspension  
  • 915E Revocation of suspension  
  • 915F Date of effect and publication of cancellation or suspension  
  • 915G Statement of reasons  
  • 915H ASIC may allow licence to continue in effect  
  • 915I Special procedures for APRA-regulated bodies  
  • 915J Variation, suspension and cancellation only under this Subdivision  

Division 5--Authorised representatives

Division 6--Liability of financial services licensees for representatives

  • 917A Application of Division  
  • 917B Responsibility if representative of only one licensee  
  • 917C Representatives of multiple licensees  
  • 917D Exception if lack of authority is disclosed to client  
  • 917E Responsibility extends to loss or damage suffered by client  
  • 917F Effect of Division  

Division 8--Banning or disqualification of persons from providing financial services

Subdivision A--Banning orders
  • 920A ASIC's power to make a banning order  
  • 920B What a banning order prohibits  
  • 920C Effect of banning orders  
  • 920D Variation or cancellation of banning orders  
  • 920E Date of effect and publication of banning order, variation or cancellation  
  • 920F Statement of reasons  
  • Subdivision B--Disqualification by the Court
  • 921A Disqualification by the Court  

Division 8A--Professional standards for relevant providers

Subdivision A--Education and training standards

Division 8B--Compliance schemes

Subdivision A--Compliance schemes to cover relevant providers
  • 921G Meaning of compliance scheme  
  • 921H Financial services licensees to ensure compliance scheme covers relevant providers  
  • 921J When a compliance scheme covers a relevant provider  
  • Subdivision B--Approval of compliance schemes
  • 921K Approval of compliance schemes  
  • Subdivision C--Investigations by monitoring body
  • 921L Investigations by monitoring body  
  • 921M Offences relating to investigations by monitoring body  
  • 921N Obligation to notify licensee of failure to comply with Code of Ethics  
  • Subdivision D--Other provisions
  • 921P Obligation to ensure that compliance scheme is publicly available  
  • 921Q Obligation to provide ASIC with information  
  • 921R Modification of compliance scheme  
  • 921S Obligation to review compliance scheme  
  • 921T Obligation to notify ASIC of changes to monitoring body  

Division 8C--The standards body

Subdivision A--Functions of the standards body
  • 921U Functions of the standards body  
  • 921V Approval of foreign qualifications  
  • 921W Commencement of Code of Ethics and amendments of Code of Ethics  
  • Subdivision B--Declaration of the standards body
  • 921X Minister to declare a body corporate to be the standards body  
  • 921Y Minister may revoke declaration under section 921X  
  • Subdivision C--Other provisions relating to the standards body
  • 921Z Modification of the standards body's constitution  
  • 921ZA Disallowance of modifications of the standards body's constitution  
  • 921ZB Minister may direct the standards body to do certain things  
  • 921ZC Annual report  

Division 9--Registers relating to financial services

Subdivision A--Registers generally

Division 10--Restrictions on use of terminology

  • 923A Restriction on use of certain words or expressions  
  • 923B Restriction on use of certain words or expressions unless authorised in licence conditions  
  • 923C Restriction on use of terms "financial adviser" and "financial planner"  

Division 11--Agreements with unlicensed persons relating to the provision of financial services

Subdivision A--Agreements affected
  • 924A Agreements with certain unlicensed persons  
  • Subdivision B--Effect on agreements
  • 925A Client may give notice of rescission  
  • 925B Effect of notice under section 925A  
  • 925C Client may apply to Court for partial rescission  
  • 925D Court may make consequential orders  
  • 925E Agreement unenforceable against client  
  • 925F Non-licensee not entitled to recover commission  
  • 925G Onus of establishing non-application of section 925E or 925F  
  • 925H Client may recover commission paid to non-licensee  
  • 925I Remedies under this Division additional to other remedies  

Division 12--Miscellaneous

  • 926A Exemptions and modifications by ASIC  
  • 926B Exemptions and modifications by regulations  

PART 7.7----FINANCIAL SERVICES DISCLOSURE

Division 1--Preliminary

Division 2--Person provided with financial service as retail client to be given a Financial Services Guide

Subdivision A--Requirement for a Financial Services Guide to be given

Division 3--Additional requirements for personal advice provided to a retail client

Subdivision A--When this Division applies

Division 4--Other disclosure requirements

Division 6--Miscellaneous

  • 951A Part cannot be contracted out of  
  • 951B Exemptions and modifications by ASIC  
  • 951C Exemptions and modifications by regulations  

Division 7--Enforcement

Subdivision A--Offences

PART 7.7A----BEST INTERESTS OBLIGATIONS AND REMUNERATION

Division 1--Preliminary

  • 960 Definitions  
  • 960A No contracting out  
  • 960B Obligations under this Part in addition to other obligations  

Division 2--Best interests obligations

Subdivision A--Preliminary

Division 3--Charging ongoing fees to clients

Subdivision A--Preliminary

Division 4--Conflicted remuneration

Subdivision A--Preliminary

Division 5--Other banned remuneration

Subdivision A--Volume-based shelf-space fees

Division 6--Anti-avoidance

  • 965 Anti-avoidance  

Division 7--Transition

PART 7.8----OTHER PROVISIONS RELATING TO CONDUCT ETC. CONNECTED WITH FINANCIAL PRODUCTS AND FINANCIAL SERVICES, OTHER THAN FINANCIAL PRODUCT DISCLOSURE

Division 1--Preliminary

Division 2--Dealing with clients' money

Subdivision A--Money other than loans
  • 981A Money to which Subdivision applies  
  • 981B Obligation to pay money into an account  
  • 981C Regulations may deal with various matters relating to accounts maintained for the purposes of section 981B  
  • 981D Money related to derivatives may be used for general margining etc. purposes  
  • 981E Protection of money from attachment etc.  
  • 981F Regulations may deal with how money to be dealt with if licensee ceases to be licensed etc.  
  • 981G Account provider not liable merely because of licensee's contravention  
  • 981H Money to which Subdivision applies taken to be held in trust  
  • Subdivision AA--Client money reporting rules
  • 981J Client money reporting rules  
  • 981K Matters that may be dealt with in client money reporting rules  
  • 981L ASIC to consult before making rules  
  • 981M Complying with client money reporting rules  
  • 981N Alternatives to civil proceedings  
  • 981P Compliance with requirements to provide data or other information to ASIC: protection from liability  
  • Subdivision B--Loan money
  • 982A Money to which this Subdivision applies  
  • 982B Obligation to pay money into an account  
  • 982C Licensee to give client statement setting out terms of loan etc.  
  • 982D Permitted use of loan  
  • Subdivision C--Powers of Court
  • 983A Court may freeze certain accounts  
  • 983B Interim order freezing accounts  
  • 983C Duty of person to whom order directed to make full disclosure  
  • 983D Further orders and directions  
  • 983E Power of Court to make order relating to payment of money  

Division 3--Dealing with other property of clients

  • 984A Property to which Division applies  
  • 984B How property to which this Division applies is to be dealt with  

Division 4--Special provisions relating to insurance

Division 4A--Special provisions relating to margin lending facilities

Subdivision A--Responsible lending conduct for margin lending facilities

Division 5--Obligations to report

  • 986A Reporting in relation to money to which Subdivision A or B of Division 2 applies or property to which Division 3 applies  
  • 986B Reporting in relation to dealings in derivatives  

Division 6--Financial records, statements and audit

Subdivision A--Preliminary
  • 987A Application of Division  
  • Subdivision B--Financial records of financial services licensees
  • 988A Obligation to keep financial records  
  • 988B Records to be kept so that profit and loss statements and balance sheet can be prepared and audited  
  • 988C Language of records  
  • 988D Location of records  
  • 988E Particular categories of information to be shown in records  
  • 988F Regulations may impose additional requirements  
  • 988G Records taken to be made with licensee's authority  
  • Subdivision C--Financial statements of financial services licensees
  • 989A Meaning of financial year  
  • 989B Financial services licensee to prepare and lodge annual profit and loss statement and balance sheet  
  • 989C Requirements as to contents and applicable accounting principles  
  • 989CA Audit to be conducted in accordance with auditing standards  
  • 989D Time of lodgment  
  • Subdivision D--Appointment etc
  • 990A Sections 990B to 990H not to apply to public companies  
  • 990B Appointment of auditor by licensee  
  • 990C When a person or firm is ineligible to act as auditor  
  • 990D Ineligible person or firm must not consent to act or disqualify themselves etc.  
  • 990E Duration of appointment of auditors  
  • 990F Removal of auditors  
  • 990G Resignation of auditors--requirements for resignation  
  • 990H Resignation of auditors--when resignation takes effect  
  • 990I Auditor's right of access to records, information etc.  
  • 990J Auditor's fees and expenses  
  • 990K Auditor to report on certain matters  
  • 990L Qualified privilege for auditor etc.  

Division 7--Other rules about conduct

Division 8--Miscellaneous

  • 992A Prohibition on hawking of certain financial products  
  • 992AA Prohibition on hawking of interests in managed investment schemes  
  • 992B Exemptions and modifications by ASIC  
  • 992C Exemptions and modifications by regulations  

Division 9--Enforcement

  • 993A Overview  
  • 993B Offence of failing to pay client money into an account as required  
  • 993C Offence of failing to comply with requirements relating to client money account  
  • 993D Failing to pay loan money into an account as required  
  •  

CHAPTER 7--Financial services and markets

 

PART 7.9----FINANCIAL PRODUCT DISCLOSURE AND OTHER PROVISIONS RELATING TO ISSUE, SALE AND PURCHASE OF FINANCIAL PRODUCTS

Division 1--Preliminary

Division 2--Product Disclosure Statements

Subdivision A--Preliminary

Division 3--Other disclosure obligations of the issuer of a financial product

Division 4--Advertising for financial products

Division 5--Cooling-off periods

Division 5A--Unsolicited offers to purchase financial products off-market

  • 1019C Definitions  
  • 1019D Offers to which this Division applies  
  • 1019E How offers are to be made  
  • 1019F Prohibition on inviting offers to sell  
  • 1019G Duration and withdrawal of offers  
  • 1019H Terms of offer cannot be varied  
  • 1019I Contents of offer document  
  • 1019J Obligation to update market value  
  • 1019K Rights if requirements of Division not complied with  

Division 5B--Disclosure etc

Division 5C--Information about CGS depository interests

Division 6--Miscellaneous

Division 7--Enforcement

Subdivision A--Offences

PART 7.9A----PRODUCT INTERVENTION ORDERS

  • 1023A Object  
  • 1023B Definitions  
  • 1023C Application of product intervention orders  
  • 1023D ASIC may make product intervention orders  
  • 1023E Significant detriment to retail clients  
  • 1023F ASIC to consult before making product intervention orders  
  • 1023G Commencement and duration of product intervention orders  
  • 1023H Extension of product intervention orders  
  • 1023J Amendment of product intervention orders  
  • 1023K Revocation of product intervention orders  
  • 1023L ASIC to issue public notice of product intervention orders  
  • 1023M Remaking product intervention orders  
  • 1023N Product intervention orders may require notification  
  • 1023P Enforcement of product intervention orders  
  • 1023Q Civil liability  
  • 1023R Additional powers of court to make orders  

PART 7.10----MARKET MISCONDUCT AND OTHER PROHIBITED CONDUCT RELATING TO FINANCIAL PRODUCTS AND FINANCIAL SERVICES

Division 1--Preliminary

Division 2--The prohibited conduct (other than insider trading prohibitions)

  • 1041A Market manipulation  
  • 1041B False trading and market rigging--creating a false or misleading appearance of active trading etc.  
  • 1041C False trading and market rigging--artificially maintaining etc. trading price  
  • 1041D Dissemination of information about illegal transactions  
  • 1041E False or misleading statements  
  • 1041F Inducing persons to deal  
  • 1041G Dishonest conduct  
  • 1041H Misleading or deceptive conduct (civil liability only)  
  • 1041I Civil action for loss or damage for contravention of sections 1041E to 1041H  
  • 1041J Sections of this Division have effect independently of each other  
  • 1041K Division applies to certain conduct to the exclusion of State Fair Trading Acts provisions  

Division 2A--Proportionate liability for misleading and deceptive conduct

  • 1041L Application of Division  
  • 1041M Certain concurrent wrongdoers not to have benefit of apportionment  
  • 1041N Proportionate liability for apportionable claims  
  • 1041O Defendant to notify plaintiff of concurrent wrongdoer of whom defendant aware  
  • 1041P Contribution not recoverable from defendant  
  • 1041Q Subsequent actions  
  • 1041R Joining non-party concurrent wrongdoer in the action  
  • 1041S Application of Division  

Division 3--The insider trading prohibitions

Subdivision A--Preliminary
  • 1042A Definitions  
  • 1042B Application of Division  
  • 1042C When information is generally available  
  • 1042D When a reasonable person would take information to have a material effect on price or value of Division 3 financial products  
  • 1042E Division 3 financial products taken to be able to be traded despite suspensions or section 794D directions  
  • 1042F Inciting, inducing or encouraging an act or omission constitutes procuring the omission  
  • 1042G Information in possession of officer of body corporate  
  • 1042H Information in possession of partner or employee of partnership  
  • Subdivision B--The prohibited conduct
  • 1043A Prohibited conduct by person in possession of inside information  
  • 1043B Exception for withdrawal from registered scheme or notified foreign passport fund  
  • 1043C Exception for underwriters  
  • 1043D Exception for acquisition pursuant to legal requirement  
  • 1043E Exception for information communicated pursuant to a legal requirement  
  • 1043F Chinese wall arrangements by bodies corporate  
  • 1043G Chinese wall arrangements by partnerships etc.  
  • 1043H Exception for knowledge of person's own intentions or activities  
  • 1043I Exception for bodies corporate  
  • 1043J Exception for officers or agents of body corporate  
  • 1043K Transactions by holder of financial services licence or a representative of the holder of such a licence  
  • 1043L A specific situation in which a compensation order under section 1317HA may be made  
  • 1043M Defences to prosecution for an offence  
  • 1043N Relief from civil liability  
  • 1043O Powers of Court  

Division 4--Defences, relief and limits on liability

Division 5--Miscellaneous

  • 1045A Exemptions and modifications by regulations  

PART 7.10A----EXTERNAL DISPUTE RESOLUTION

Division 1--Authorisation of an external dispute resolution scheme

Subdivision A--Minister may authorise an external dispute resolution scheme
  • 1050 Minister may authorise an external dispute resolution scheme  
  • Subdivision B--Mandatory requirements and general considerations
  • 1051 Mandatory requirements  
  • 1051A General considerations  

Division 2--Regulating the AFCA scheme

  • 1052 Obligation to comply with mandatory requirements  
  • 1052A ASIC may issue regulatory requirements  
  • 1052B Directions to increase limits on the value of claims  
  • 1052BA Directions to ensure sufficient financing  
  • 1052C General directions to AFCA  
  • 1052D Approval of material changes to the AFCA scheme  
  • 1052E Referring matters to appropriate authorities  

Division 3--Additional provisions relating to superannuation complaints

Subdivision A--When complaints relating to superannuation can be made under the AFCA scheme

PART 7.11----TITLE AND TRANSFER

Division 1--Title to certain securities

Division 2--Transfer of certain securities

Subdivision A--General provisions
  • 1071A Application of the Subdivision to certain securities  
  • 1071B Instrument of transfer  
  • 1071C Occupation need not appear in transfer document, register etc.  
  • 1071D Registration of transfer at request of transferor  
  • 1071E Notice of refusal to register transfer  
  • 1071F Remedy for refusal to register transfer or transmission  
  • 1071G Certification of transfers  
  • 1071H Duties of company with respect to issue of certificates  
  • Subdivision B--Special provisions for shares
  • 1072A Transmission of shares on death (replaceable rule--see section 135)  
  • 1072B Transmission of shares on bankruptcy (replaceable rule--see section 135)  
  • 1072C Rights of trustee of estate of bankrupt shareholder  
  • 1072D Transmission of shares on mental incapacity (replaceable rule--see section 135)  
  • 1072E Trustee etc. may be registered as owner of shares  
  • 1072F Registration of transfers (replaceable rule--see section 135)  
  • 1072G Additional general discretion for directors of proprietary companies to refuse to register transfers (replaceable rule--see section 135)  
  • 1072H Notices relating to non-beneficial and beneficial ownership of shares  

Division 3--Transfer of certain securities effected otherwise than through a prescribed CS facility

  • 1073A Application of the Division to certain securities  
  • 1073B Definitions  
  • 1073C Application of Division to certain bodies as if they were companies  
  • 1073D Regulations may govern transfer of certain securities  
  • 1073E ASIC may extend regulations to securities not otherwise covered  
  • 1073F Operation of this Division and regulations made for its purposes  

Division 4--Transfer of financial products effected through prescribed CS facility

Division 5--Exemptions and modifications

  • 1075A ASIC's power to exempt and modify  

PART 7.12----MISCELLANEOUS

Division 1--Qualified privilege

Division 2--Other matters

  • 1101A Approved codes of conduct  
  • 1101B Power of Court to make certain orders  
  • 1101C Preservation and disposal of records etc.  
  • 1101D Destruction of records by ASIC  
  • 1101E Concealing etc. of books  
  • 1101F Falsification of records  
  • 1101G Precautions against falsification of records  
  • 1101GA How Part 9.3 applies to books required to be kept by this Chapter etc.  
  • 1101H Contravention of Chapter does not generally affect validity of transactions etc.  
  • 1101I Gaming and wagering laws do not affect validity of contracts relating to financial products  
  • 1101J Delegation  
  •  

CHAPTER 8--Mutual recognition of securities offers

 

PART 8.1----PRELIMINARY

PART 8.2----FOREIGN OFFERS THAT ARE RECOGNISED IN THIS JURISDICTION

Division 1--Recognised offers

Division 2--Effect of a recognised offer

Division 3--Ongoing conditions for recognised offers

Division 4--Modification of provisions of this Act

  • 1200K Additional operation of section 675 (continuous disclosure)  
  • 1200L Pre-offer advertising  
  • 1200M Modification by the regulations  

Division 5--ASIC's powers in relation to recognised offers

Division 6--Miscellaneous

  • 1200R Service of documents  

PART 8.3----OFFERS MADE UNDER FOREIGN RECOGNITION SCHEMES

  • 1200S Notice to ASIC  
  • 1200T Extension of this Act to recognised jurisdictions  
  • 1200U ASIC stop order for advertising in a recognised jurisdiction  
  •  

CHAPTER 8A--Asia Region Funds Passport

 

PART 8A.1----PRELIMINARY

PART 8A.2----PASSPORT RULES

PART 8A.3----AUSTRALIAN PASSPORT FUNDS

PART 8A.4----NOTIFIED FOREIGN PASSPORT FUNDS

Division 1--Becoming a notified foreign passport fund

Division 2--Treatment of notified foreign passport funds

Division 3--Conduct of notified foreign passport funds in this jurisdiction

Division 4--Providing key information in relation to notified foreign passport funds

Subdivision A--Obligations to provide information to members in this jurisdiction

PART 8A.5----REGISTER OF PASSPORT FUNDS

PART 8A.6----STOP ORDERS

PART 8A.7----DEREGISTRATION AND DENOTIFICATION

Division 1--Deregistration of Australian passport funds

Subdivision A--Voluntary deregistration
  • 1216 Application to deregister  
  • 1216A ASIC to deregister  
  • 1216B When is there an expectation that a fund would become an Australian passport fund?  
  • Subdivision B--Deregistration initiated by ASIC
  • 1216C Deregistration--initiated by ASIC  
  • Subdivision C--Process for deregistration
  • 1216D Process for deregistration  

Division 2--Denotification of notified foreign passport funds

Subdivision A--Voluntary denotification

Division 3--Continued application of the Corporations legislation

  • 1216K ASIC's power to continue the application of the Corporations legislation  
  • 1216L Regulations may continue the application of the Corporations legislation  

PART 8A.8----EXEMPTIONS AND MODIFICATIONS

  • 1217 ASIC's power to make exemptions and declare modifications etc. in relation to this Chapter  
  • 1217A ASIC's power to make exemptions and declare modifications etc. in relation to the Passport Rules  
  • 1217B Exemptions and modification by regulations  
  •  

CHAPTER 9--Miscellaneous

 

PART 9.1----REGISTERS AND REGISTRATION OF DOCUMENTS

PART 9.2----REGISTRATION OF AUDITORS

Division 1--Interpretation

Division 2--Registration

Division 2A--Conditions on registration of auditors

  • 1289A ASIC may impose conditions on registration  

Division 3--Cancellation or suspension of registration

  • 1290 Cancellation at request of registered person  
  • 1291 Immediate suspension or cancellation  
  • 1291A Notice of suspension or cancellation  
  • 1291B ASIC may vary or revoke suspension  
  • 1292 Powers of Board in relation to auditors  
  • 1294 Board to give opportunity for hearing etc.  
  • 1294A Pre-hearing conference  
  • 1295 Board may remove suspension  
  • 1296 Notice of Board's decision  
  • 1297 Time when Board's decision comes into effect  
  • 1298 Effect of suspension  

Division 4--Validation of approval of auditing competency standard

  • 1298P Validation of approval of auditing competency standard  
  • 1298Q Compensation for acquisition of property  

PART 9.2A----AUTHORISED AUDIT COMPANIES

Division 1--Registration

  • 1299A Application for registration as authorised audit company  
  • 1299B Eligibility for registration as an authorised audit company  
  • 1299C Registration as authorised audit company  
  • 1299D Registration may be subject to conditions  
  • 1299E Register of authorised audit companies  
  • 1299F Notification of certain matters  
  • 1299G Annual statements by authorised audit company  

Division 2--Cancellation or suspension of registration

  • 1299H Cancellation at request of registered person  
  • 1299I Cancellation or suspension in other cases  
  • 1299J Notice of cancellation or suspension  
  • 1299K Time when ASIC's decision comes into effect  
  • 1299L Effect of suspension  
  • 1299M Effect of cancellation  

PART 9.3----BOOKS

  • 1300 Inspection of books  
  • 1301 Location of books on computers  
  • 1303 Court may compel compliance  
  • 1304 Translations of instruments  
  • 1305 Admissibility of books in evidence  
  • 1306 Form and evidentiary value of books  
  • 1307 Falsification of books  

PART 9.4----OFFENCES

Division 1A--Application of the Criminal Code

  • 1308A Application of Criminal Code  

Division 1--Specific offences

  • 1308B False or misleading statements about share capital  
  • 1308 False or misleading documents  
  • 1309 False information etc.  
  • 1310 Obstructing or hindering ASIC etc.  

Division 2--Offences generally

  • 1311 General penalty provisions  
  • 1311A Penalty for committing an offence  
  • 1311B Penalty applicable to an offence committed by an individual  
  • 1311C Penalty applicable to an offence committed by a body corporate  
  • 1311D Meaning of benefit derived and detriment avoided because of an offence  
  • 1311E Where is the penalty for an offence specified?  
  • 1311F If no penalty is specified  
  • 1313A Offences committed partly in and partly out of the jurisdiction  
  • 1314 Continuing offences  
  • 1315 Proceedings: how taken  
  • 1316 Time for instituting criminal proceedings  
  • 1316A Privilege against self-incrimination not available to bodies corporate in Corporations Act criminal proceedings  
  • 1317 Certain persons to assist in prosecutions  

PART 9.4AAA----PROTECTION FOR WHISTLEBLOWERS

  • 1317AA Disclosures qualifying for protection under this Part  
  • 1317AAA Eligible whistleblowers  
  • 1317AAB Regulated entities  
  • 1317AAC Eligible recipients  
  • 1317AAD Public interest disclosure and emergency disclosure  
  • 1317AADA Personal work-related grievances  
  • 1317AAE Confidentiality of whistleblower's identity  
  • 1317AB Disclosure that qualifies for protection not actionable etc.  
  • 1317AC Victimisation prohibited  
  • 1317AD Compensation and other remedies--circumstances in which an order may be made  
  • 1317ADA Detriment  
  • 1317AE Compensation and other remedies--orders that may be made  
  • 1317AF Interaction between civil proceedings, civil penalties and criminal offences  
  • 1317AG Identifying information not to be disclosed etc. to courts or tribunals  
  • 1317AH Costs only if proceedings instituted vexatiously etc.  
  • 1317AI Whistleblower policies  
  • 1317AJ Exemption orders--class orders for companies  
  • 1317AK Review of operation of whistleblower protections  

PART 9.4A----REVIEW BY ADMINISTRATIVE APPEALS TRIBUNAL OF CERTAIN DECISIONS

PART 9.4AA----INFRINGEMENT NOTICES FOR ALLEGED CONTRAVENTIONS OF CONTINUOUS DISCLOSURE PROVISIONS

PART 9.4AB----INFRINGEMENT NOTICES FOR OTHER ALLEGED CONTRAVENTIONS

  • 1317DAM When an infringement notice may be given  
  • 1317DAN Provisions subject to an infringement notice  
  • 1317DAP Matters to be included in an infringement notice  
  • 1317DAQ Payment period  
  • 1317DAR Extension of time to pay amount  
  • 1317DAS Payment by instalments  
  • 1317DAT Withdrawal of an infringement notice  
  • 1317DAU Effect of payment of amount  
  • 1317DAV Effect of this Part  

PART 9.4B----CIVIL CONSEQUENCES OF CONTRAVENING CIVIL PENALTY PROVISIONS

Division 1--The Court may make declarations of contravention, pecuniary penalty orders, relinquishment orders, refund orders and compensation orders

Division 2--Procedural and other matters relating to orders by the Court

PART 9.5----POWERS OF COURTS

  • 1318 Power to grant relief  
  • 1319 Power of Court to give directions with respect to meetings ordered by the Court  
  • 1322 Irregularities  
  • 1323 Power of Court to prohibit payment or transfer of money, financial products or other property  
  • 1324 Injunctions  
  • 1324A Provisions relating to prosecutions  
  • 1324B Order to disclose information or publish advertisements  
  • 1325 Other orders  
  • 1325A Orders if contravention of Chapter 6, 6A, 6B or 6C  
  • 1325B Court may order bidder to make offers  
  • 1325C Unfair or unconscionable agreements, payments or benefits  
  • 1325D Contravention due to inadvertence etc.  
  • 1325E Orders to secure compliance  
  • 1326 Effect of sections 1323, 1324 and 1325  
  • 1327 Power of Court to punish for contempt of Court  

PART 9.6----PROCEEDINGS

  • 1330 ASIC's power to intervene in proceedings  
  • 1331 Civil proceedings not to be stayed  
  • 1332 Standard of proof  
  • 1333 Evidence of contravention  
  • 1335 Costs  
  • 1336 Vesting of property  

PART 9.6A----JURISDICTION AND PROCEDURE OF COURTS

Division 1--Civil jurisdiction

Subdivision A--Preliminary

Division 2--Criminal jurisdiction

PART 9.7----UNCLAIMED PROPERTY

PART 9.9----MISCELLANEOUS

  • 1344 Use of ABN  
  • 1345A Minister may delegate prescribed functions and powers under this Act  
  • 1346 Non-application of rule against perpetuities to certain schemes  
  • 1348 Operation of Life Insurance Act  
  • 1349 Privilege against exposure to penalty--disqualification etc.  
  • 1350 Compensation for compulsory acquisition  

PART 9.10----FEES IMPOSED BY THE CORPORATIONS (FEES) ACT 2001 AND THE CORPORATIONS (REVIEW FEES) ACT 2003

  • 1351 Fees are payable to the Commonwealth  
  • 1354 Lodgment of document without payment of fee  
  • 1355 Doing act without payment of fee  
  • 1356 Effect of sections 1354 and 1355  
  • 1359 Waiver and refund of fees  
  • 1360 Debts due to the Commonwealth  
  • 1362 Payment of fee does not give right to inspect or search  

PART 9.11----CORONAVIRUS KNOWN AS COVID-19

  • 1362A Coronavirus known as COVID-19  

PART 9.12----REGULATIONS

  • 1363 Definitions  
  • 1364 Power to make regulations  
  • 1365 Scope of particular regulations  
  • 1366 Verifying or certifying documents  
  • 1367 Documents lodged by an agent  
  • 1367A Publication in the prescribed manner  
  • 1368 Exemptions from Chapter 6D or 7  
  • 1369 Penalty notices  
  • 1369A State termination of reference  
  •  

CHAPTER 10--Transitional provisions

 

PART 10.1----TRANSITION FROM THE OLD CORPORATIONS LEGISLATION

Division 1--Preliminary

  • 1370 Object of Part  
  • 1371 Definitions  
  • 1372 Relationship of Part with State validation Acts  
  • 1373 References to things taken or deemed to be the case etc.  
  • 1374 Existence of several versions of old corporations legislation does not result in this Part operating to take same thing to be done several times under new corporations legislation etc.  
  • 1375 Penalty units in respect of pre-commencement conduct remain at $100  
  • 1376 Ceasing to be a referring State does not affect previous operation of this Part  

Division 2--Carrying over registration of companies

Division 3--Carrying over the old Corporations Regulations

  • 1379 Division has effect subject to Division 7 regulations  
  • 1380 Old Corporations Regulations continue to have effect  

Division 4--Court proceedings and orders

  • 1381 Division has effect subject to Division 7 regulations  
  • 1382 Definitions  
  • 1383 Treatment of court proceedings under or related to the old corporations legislation--proceedings other than federal corporations proceedings  
  • 1384 Treatment of court proceedings under or related to the old corporations legislation--federal corporations proceedings  
  • 1384A Appeals etc. in relation to some former federal corporations proceedings  
  • 1384B Effect of decisions and orders made in federal corporations proceedings before commencement  
  • 1385 References to proceedings and orders in the new corporations legislation  

Division 5--Other specific transitional provisions

  • 1386 Division has effect subject to Division 7 regulations  
  • 1387 Certain applications lapse on the commencement  
  • 1388 Carrying over the Partnerships and Associations Application Order  
  • 1389 Evidentiary certificates  
  • 1390 Preservation of nomination of body corporate as SEGC  
  • 1391 Preservation of identification of satisfactory records  
  • 1392 Retention of information obtained under old corporations legislation of non-referring State  
  • 1393 Transitional provisions relating to section 1351 fees  
  • 1394 Transitional provisions relating to securities exchange fidelity fund levies  
  • 1395 Transitional provisions relating to National Guarantee Fund levies  
  • 1396 Transitional provisions relating to futures organisation fidelity fund levies  

Division 6--General transitional provisions relating to other things done etc

  • 1397 Limitations on scope of this Division  
  • 1398 Provisions of this Division may have an overlapping effect  
  • 1399 Things done by etc. carried over provisions continue to have effect  
  • 1400 Creation of equivalent rights and liabilities to those that existed before the commencement under carried over provisions of the old corporations legislation  
  • 1401 Creation of equivalent rights and liabilities to those that existed before the commencement under repealed provisions of the old corporations legislation  
  • 1402 Old corporations legislation time limits etc.  
  • 1403 Preservation of significance etc. of events or circumstances  
  • 1404 References in the new corporations legislation generally include references to events, circumstances or things that happened or arose before the commencement  
  • 1405 References in the new corporations legislation to that legislation or the new ASIC legislation generally include references to corresponding provisions of the old corporations legislation or old ASIC legislation  
  • 1406 Carrying over references to corresponding previous laws  
  • 1407 References to old corporations legislation in instruments  
  • 1408 Old transitional provisions continue to have their effect  

Division 7--Regulations dealing with transitional matters

  • 1409 Regulations may deal with transitional matters  

PART 10.2----TRANSITIONAL PROVISIONS RELATING TO THE FINANCIAL SERVICES REFORM ACT 2001

Division 1--Transitional provisions relating to the phasing-in of the new financial services regime

Subdivision A--Preliminary
  • 1410 Definitions  
  • Subdivision B--Treatment of existing markets
  • 1411 When is a market being operated immediately before the FSR commencement?  
  • 1412 Treatment of proposed markets that have not started to operate by the FSR commencement  
  • 1413 Obligation of Minister to grant licences covering main existing markets  
  • 1414 Section 1413 markets--effect of licences and conditions  
  • 1415 Section 1413 markets--preservation of old Corporations Act provisions during transition period  
  • 1416 Section 1413 markets--powers for regulations to change how the old and new Corporations Act apply during the transition period  
  • 1417 Section 1413 markets--additional provisions relating to previously unregulated services  
  • 1418 Treatment of exempt stock markets and exempt futures markets (other than markets with no identifiable single operator)  
  • 1419 Treatment of exempt stock markets and exempt futures markets that do not have a single identifiable operator  
  • 1420 Treatment of stock markets of approved securities organisations  
  • 1421 Treatment of special stock markets for unquoted interests in a registered scheme  
  • 1422 Treatment of other markets that were not unauthorised  
  • Subdivision C--Treatment of existing clearing and settlement facilities
  • 1423 When is a clearing and settlement facility being operated immediately before the FSR commencement?  
  • 1424 Treatment of proposed clearing and settlement facilities that have not started to operate by the FSR commencement  
  • 1424A Treatment of unregulated clearing and settlement facilities operated by holders of old Corporations Act approvals  
  • 1425 Obligation of Minister to grant licences covering main existing facilities  
  • 1426 Section 1425 facilities--effect of licences and conditions  
  • 1427 Section 1425 facilities--powers for regulations to change how the old and new Corporations Act apply during the transition period  
  • 1428 Section 1425 facilities--additional provisions relating to previously unregulated services  
  • 1429 Treatment of other clearing and settlement facilities  
  • Subdivision D--Treatment of people who carry on financial services businesses and their representatives
  • 1430 Meaning of regulated principal, regulated activities and relevant old legislation  
  • 1431 Parts 7.6, 7.7 and 7.8 of the amended Corporations Act generally do not apply to a regulated principal during the transition period  
  • 1432 Continued application of relevant old legislation  
  • 1433 Streamlined licensing procedure for certain regulated principals  
  • 1434 Special licences for insurance multi-agents during first 2 years after FSR commencement  
  • 1435 Licensing decisions made within the first 2 years of the FSR commencement--regard may be had to conduct and experience of applicant or related body corporate that currently provides same or similar services  
  • 1436 Treatment of representatives--general  
  • 1436A Treatment of representatives--insurance agents  
  • 1437 Exemptions and modifications by ASIC  
  • Subdivision E--Product disclosure requirements
  • 1438 New product disclosure provisions do not apply to existing products during transition period  
  • 1439 Offences against new product disclosure provisions--additional element for prosecution to prove if conduct occurs after opting-in and before the end of the first 2 years  
  • 1440 Continued application of certain provisions of old disclosure regimes during transition period  
  • 1441 Certain persons who are not yet covered by Parts 7.6, 7.7 and 7.8 of the amended Corporations Act are required to comply with Part 7.9 obligations as if they were regulated persons  
  • 1442 Exemptions and modifications by ASIC  
  • Subdivision F--Certain other product-related requirements
  • 1442A Deferred application of hawking prohibition  
  • 1442B Deferred application of confirmation of transaction and cooling-off provisions etc.  

Division 2--Other transitional provisions

  • 1443 Definitions  
  • 1444 Regulations may deal with transitional, saving or application matters  
  • 1445 ASIC determinations may deal with transitional, saving or application matters  

PART 10.3----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS LEGISLATION AMENDMENT ACT 2003

  • 1447 Application of sections 601AB and 601PB  
  • 1448 Application of amendments made by Schedule 4 to the Corporations Legislation Amendment Act 2003  

PART 10.4----TRANSITIONAL PROVISIONS RELATING TO THE FINANCIAL SERVICES REFORM AMENDMENT ACT 2003

  • 1449 Definition  
  • 1450 Application of Part 10.2 to Chapter 7 as amended by Schedule 2 to the amending Act  
  • 1451 Provisions relating to the scope of the amendments of Chapter 7 made by Schedule 2  
  • 1452 Amendments of section 1274  

PART 10.5----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATE LAW ECONOMIC REFORM PROGRAM (AUDIT REFORM AND CORPORATE DISCLOSURE) ACT 2004

  • 1453 Definitions  
  • 1454 Audit reforms in Schedule 1 to the amending Act (auditing standards and audit working papers retention rules)  
  • 1455 Audit reforms in Schedule 1 to the amending Act (adoption of auditing standards made by accounting profession before commencement)  
  • 1456 Audit reforms in Schedule 1 to the amending Act (new competency standard provisions)  
  • 1457 Audit reforms in Schedule 1 to the amending Act (new annual statement requirements for auditors)  
  • 1458 Audit reforms in Schedule 1 to the amending Act (imposition of conditions on existing registration as company auditor)  
  • 1459 Audit reforms in Schedule 1 to the amending Act (application of items 62 and 63)  
  • 1460 Audit reforms in Schedule 1 to the amending Act (non-audit services disclosure)  
  • 1461 Audit reforms in Schedule 1 to the amending Act (auditor appointment)  
  • 1462 Audit reforms in Schedule 1 to the amending Act (auditor independence)  
  • 1463 Audit reforms in Schedule 1 to the amending Act (auditor rotation)  
  • 1464 Audit reforms in Schedule 1 to the amending Act (listed company AGMs)  
  • 1465 Schedule 2 to the amending Act (financial reporting)  
  • 1466A Schedule 2A to the amending Act (true and fair view)  
  • 1466 Schedule 3 to the amending Act (proportionate liability)  
  • 1467 Schedule 4 to the amending Act (enforcement)  
  • 1468 Schedule 5 to the amending Act (remuneration of directors and executives)  
  • 1469 Schedule 6 to the amending Act (continuous disclosure)  
  • 1470 Schedule 7 to the amending Act (disclosure rules)  
  • 1471 Schedule 8 to the amending Act (shareholder participation and information)  

PART 10.8----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (TAKEOVERS) ACT 2007

PART 10.9----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (INSOLVENCY) ACT 2007

  • 1479 Definition  
  • 1480 Schedule 1 to the amending Act (improving outcomes for creditors)  
  • 1481 Schedule 2 to the amending Act (deterring corporate misconduct)  
  • 1482 Schedule 3 to the amending Act (improving regulation of insolvency practitioners)  
  • 1483 Schedule 4 to the amending Act (fine-tuning voluntary administration)  

PART 10.10----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (SHORT SELLING) ACT 2008

  • 1484 Declarations under paragraph 1020F(1)(c) relating to short selling  

PART 10.11----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (NO. 1) ACT 2009

PART 10.12----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS LEGISLATION AMENDMENT (FINANCIAL SERVICES MODERNISATION) ACT 2009

Division 1--Transitional provisions relating to Schedule 1 to the Corporations Legislation Amendment (Financial Services Modernisation) Act 2009

  • 1487 Definitions  
  • 1488 Application of amendments--general  
  • 1489 Applications of amendments--application for and grant of licences etc. authorising margin lending financial services  
  • 1490 Application of amendments--between 6 and 12 months after commencement  
  • 1491 Acquisition of property  
  • 1492 Regulations  

Division 2--Transitional provisions relating to Schedule 2 to the Corporations Legislation Amendment (Financial Services Modernisation) Act 2009

Division 3--Transitional provisions relating to Schedule 3 to the Corporations Legislation Amendment (Financial Services Modernisation) Act 2009

PART 10.13----TRANSITIONAL PROVISIONS RELATING TO THE PERSONAL PROPERTY SECURITIES (CORPORATIONS AND OTHER AMENDMENTS) ACT 2010

  • 1499 Definitions  
  • 1500 Charges, liens and pledges--continuation of restriction of references  
  • 1501 Charges, liens, pledges and third party property--application  
  • 1501A References to the whole or substantially the whole of a company's property  
  • 1501B Constructive notice of registrable charges  
  • 1502 Repeal of Chapter 2K (charges)--general  
  • 1503 Repeal of Chapter 2K (charges)--cessation of requirements in relation to documents or notices  
  • 1504 Repeal of Chapter 2K (charges)--application of section 266  
  • 1505 Repeal of Chapter 2K (charges)--cessation of company registration requirements  
  • 1506 Repeal of Chapter 2K (charges)--priority between registrable charges  
  • 1507 New section 440B (restrictions on third party property rights)  
  • 1508 New subsection 442CB(1) (administrator's duty of care)  
  • 1509 New section 588FP (security interests in favour of an officer of a company etc. void)  
  • 1510 Winding up applied for before the commencement time  

PART 10.14----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (CORPORATE REPORTING REFORM) ACT 2010

PART 10.15----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (FINANCIAL MARKET SUPERVISION) ACT 2010

PART 10.16----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (NO. 1) ACT 2010

  • 1516 Application of amendments  

PART 10.17----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (IMPROVING ACCOUNTABILITY ON DIRECTOR AND EXECUTIVE REMUNERATION) ACT 2011

  • 1517 Application of Subdivision B of Division 1 of Part 2D.3  
  • 1518 Application of sections 206J, 206K, 206L and 206M  
  • 1519 Application of subsection 249L(2)  
  • 1520 Application of section 250BB  
  • 1521 Application of section 250BC  
  • 1522 Application of section 250BD  
  • 1523 Application of subsections 250R(4) to (10)  
  • 1524 Application of Division 9 of Part 2G.2  
  • 1525 Application of amendments of section 300A  

PART 10.18----TRANSITIONAL AND APPLICATION PROVISIONS RELATING TO THE FUTURE OF FINANCIAL ADVICE MEASURES

Division 1--Provisions relating to the Corporations Amendment (Further Future of Financial Advice Measures) Act 2012

Division 2--Provisions relating to the Corporations Amendment (Financial Advice Measures) Act 2016

PART 10.19----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (PHOENIXING AND OTHER MEASURES) ACT 2012

  • 1532 Definition  
  • 1533 Part 1 of Schedule 1 to the amending Act (winding up by ASIC)  
  • 1534 Part 2 of Schedule 1 to the amending Act (publication requirements)  
  • 1535 Part 3 of Schedule 1 to the amending Act (miscellaneous amendments)  

PART 10.20----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS LEGISLATION AMENDMENT (AUDIT ENHANCEMENT) ACT 2012

PART 10.21----TRANSITIONAL PROVISION RELATING TO THE CORPORATIONS LEGISLATION AMENDMENT (FINANCIAL REPORTING PANEL) ACT 2012

  • 1538 Courts etc. may have regard to Financial Reporting Panel report  

PART 10.21A----TRANSITIONAL PROVISIONS RELATING TO THE SUPERANNUATION LEGISLATION AMENDMENT (SERVICE PROVIDERS AND OTHER GOVERNANCE MEASURES) ACT 2013

  • 1538A Application of amendments relating to contributions to a fund or scheme  
  • 1538B Application of amendments relating to Statements of Advice  

PART 10.22----TRANSITIONAL PROVISIONS RELATING TO THE SUPERANNUATION LEGISLATION AMENDMENT (FURTHER MYSUPER AND TRANSPARENCY MEASURES) ACT 2012

  • 1539 Application of section 1017BA (Obligation to make product dashboard publicly available)  
  • 1540 Application of subsection 1017BB(1) (Obligation to make information relating to investment of assets of superannuation entities publicly available)  

PART 10.22A----TRANSITIONAL PROVISIONS RELATING TO THE TREASURY LAWS AMENDMENT (IMPROVING ACCOUNTABILITY AND MEMBER OUTCOMES IN SUPERANNUATION MEASURES NO. 1) ACT 2019

  • 1541A Application of amendments relating to portfolio holdings disclosure  

PART 10.23----TRANSITIONAL PROVISIONS RELATING TO THE CLEAN ENERGY LEGISLATION (CARBON TAX REPEAL) ACT 2014

PART 10.23A----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (PROFESSIONAL STANDARDS OF FINANCIAL ADVISERS) ACT 2017

Division 1--Definitions

Division 2--Application and transitional provisions

  • 1546B Existing providers to meet certain education and training standards  
  • 1546C Application of limitation on authorisation to provide personal advice and offence  
  • 1546D Application of requirements relating to provisional relevant providers  
  • 1546E Application of continuing professional development standard for relevant providers  
  • 1546F Application of Code of Ethics to relevant providers  
  • 1546G Application of obligations in relation to compliance schemes  
  • 1546H Application of obligation for standards body to publish annual report  
  • 1546J Application of obligation to notify ASIC about a person who becomes a relevant provider  
  • 1546K Application of requirements relating to information about relevant provider's principal place of business  
  • 1546L Application of requirements relating to information about membership of professional associations where relevant provider is licensee  
  • 1546M Application of requirements relating to information about membership of professional associations where relevant provider is not licensee  
  • 1546N Application of requirements relating to information about provisional relevant provider's work and training  
  • 1546P Application of ongoing obligation to notify ASIC when there is a change in a matter for a relevant provider  
  • 1546Q Application of obligation to notify ASIC about a person who starts to have control of a body corporate licensee  
  • 1546R Application of obligation to notify ASIC about a person who ceases to have control of a body corporate licensee  
  • 1546S Application of obligation for relevant providers to provide information to financial services licensees  
  • 1546T Application of requirements relating to Register of Relevant Providers  
  • 1546U Relevant provider numbers given before commencement  
  • 1546V Continuation of Register of Relevant Providers  

Division 3--Transitional notices

  • 1546W Obligation to notify ASIC of certain information  
  • 1546X Obligation to notify ASIC of CPD year  
  • 1546Y Obligation to notify ASIC when exams passed  
  • 1546ZA Offence for failing to lodge transitional notices  

Division 4--Review

PART 10.24----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS LEGISLATION AMENDMENT (DEREGULATORY AND OTHER MEASURES) ACT 2014

  • 1547 Definitions  
  • 1548 Application of amendments relating to calling of general meetings  
  • 1549 Application of amendments relating to directors' reports for listed companies  

PART 10.24A----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (LIFE INSURANCE REMUNERATION ARRANGEMENTS) ACT 2017

PART 10.25----TRANSITIONAL PROVISIONS RELATING TO THE INSOLVENCY PRACTICE SCHEDULE (CORPORATIONS)

Division 1--Introduction

Division 2--Application of Part 2 of the Insolvency Practice Schedule (Corporations) and related consequential amendments

Subdivision A--Registering liquidators
  • 1552 Applications for registration under the old Act  
  • 1553 Persons registered under the old Act continue to be registered under the Insolvency Practice Schedule (Corporations)  
  • 1554 Old Act registrant's details  
  • 1555 Period of old Act registrant's registration under the Insolvency Practice Schedule (Corporations)  
  • 1556 Conditions for old Act registrants--conditions under the Insolvency Practice Schedule (Corporations)  
  • 1557 Current conditions for old Act registrants--undertakings under the old Act  
  • 1558 Current conditions for old Act registrants--undertakings under the ASIC Act  
  • 1559 Old Act registrant registered as liquidator of a specified body corporate  
  • 1560 Old Act registrant chooses not to renew  
  • Subdivision B--Annual returns and statements
  • 1561 Application of obligation to lodge annual liquidator returns  
  • Subdivision C--Notice requirements
  • 1562 Notice of significant events  
  • Subdivision D--Cancellation by ASIC under the old Act
  • 1563 Request for cancellation made before the commencement day  
  • 1564 Decision to cancel registration made before the commencement day  
  • Subdivision E--Disciplinary proceedings before the Board
  • 1565 Matters not dealt with by the Board before the commencement day  
  • 1566 Matters dealt with by the Board before the commencement day  
  • 1567 Matters which the Board refuses to deal with before the commencement day  
  • 1568 Board considering terminating suspension before the commencement day  
  • 1569 Sharing information between the Board and committees  
  • Subdivision F--Suspension, cancellation and disciplinary action under the Insolvency Practice Schedule
  • 1570 Direction to comply with requirement to lodge documents etc.  
  • 1571 Suspension by ASIC under the Insolvency Practice Schedule (Corporations)  
  • 1572 Cancellation by ASIC under the Insolvency Practice Schedule (Corporations)  
  • 1573 Show-cause notice under the Insolvency Practice Schedule (Corporations)  
  • 1574 Lifting or shortening suspension under the Insolvency Practice Schedule (Corporations)  
  • 1575 Action initiated by industry bodies  
  • Subdivision G--Powers of the Court and other bodies
  • 1576 Application of court powers under section 45-1 of the Insolvency Practice Schedule (Corporations)  
  • 1577 Powers to deal with registration under the old Act on or after the commencement day  

Division 3--Application of Part 3 of the Insolvency Practice Schedule (Corporations) and related consequential amendments

Subdivision A--Introduction
  • 1578 Simplified outline of this Division  
  • Subdivision B--General rules for Part 3
  • 1579 Application of Part 3 of the Insolvency Practice Schedule (Corporations)--general rules  
  • Subdivision C--Remuneration and other benefits received by external administrators
  • 1580 Application of Division 60 of the Insolvency Practice Schedule (Corporations)--general rule  
  • 1581 Old Act continues to apply in relation to remuneration for administrators already appointed  
  • 1582 Duties of administrators relating to remuneration and other benefits  
  • 1583 Old Act continues to apply in relation to any right of indemnity  
  • 1584 Application of new provisions about vacancies of court-appointed liquidator  
  • 1585 Application of new provisions about exercise of powers while company under external administration  
  • Subdivision D--Funds handling
  • 1586 Application of Division 65 of the Insolvency Practice Schedule (Corporations)--general rule  
  • 1587 Administration account  
  • 1588 Paying money into administration account  
  • 1589 Paying money out of administration account  
  • 1590 Handling securities  
  • Subdivision E--Information
  • 1591 Application of Division 70 of the Insolvency Practice Schedule (Corporations)--general rule  
  • 1592 Accounts and administration returns  
  • 1593 Administration books  
  • 1594 Audit of administration books  
  • 1595 Transfer of administration books  
  • 1596 Retention and destruction of administration books  
  • 1597 Giving information to creditors etc.  
  • 1598 Commonwealth may request information  
  • 1599 Reporting to ASIC  
  • 1600 Old Act continues to apply in relation to notices to remedy default  
  • Subdivision F--Meetings
  • 1601 Application of Division 75 of the Insolvency Practice Schedule (Corporations)--general rule  
  • 1602 External administrator must convene meetings in certain circumstances  
  • 1603 Old Act continues to apply in relation to reporting for first year of administration  
  • 1604 Old Act continues to apply to the deregistration of companies  
  • 1605 Old Act continues to apply for certain meetings convened etc. before commencement day  
  • 1606 Outcome of voting at creditors' meeting determined by related entity or on casting vote--Court powers  
  • Subdivision G--Committees of inspection
  • 1607 Application of Division 80 of the Insolvency Practice Schedule (Corporations)--general rules  
  • 1608 Appointing committees of inspection  
  • 1609 Old Act continues to apply to certain reports by administrator  
  • 1610 Membership of continued committees  
  • 1611 Validity of appointment under section 548 of the old Act not affected by lack of separate meeting of contributories  
  • 1612 Continued application of directions by creditors or committees under the old Act  
  • 1613 Committee of inspection may request information  
  • 1614 Duties of members of committee of inspection and creditors relating to profits and advantages etc.  
  • Subdivision H--Review of the external administration of a company
  • 1615 Application of Division 90 of the Insolvency Practice Schedule (Corporations)--general rule  
  • 1616 Application of the Insolvency Practice Schedule (Corporations) provisions that conflict with old Act Court orders--general rule  
  • 1617 Old Act continues to apply in relation to ongoing proceedings before a court--general rule  
  • 1618 Court powers to inquire into and make orders  
  • 1619 Review by another registered liquidator  
  • 1620 Removal by creditors  

Division 4--Administrative review

Division 5--Application of other consequential amendments

  • 1622 Outcome of voting at creditors' meeting determined by related entity or on casting vote--Court powers  
  • 1623 Returns and accounts by controllers  
  • 1624 Transfer of books by a controller to a new controller or ASIC  
  • 1625 Officers reporting to controller about corporation's affairs  
  • 1626 Lodging notice of execution of a deed of company arrangement  
  • 1627 Office of liquidator appointed by the Court  
  • 1628 Report as to company's affairs to be submitted to liquidator  
  • 1629 Orders for release or deregistration  
  • 1630 Meeting relating to the voluntary winding up of a company  
  • 1631 Pooling determinations  
  • 1632 Electronic methods of giving or sending certain notices  
  • 1633 Deregistration following winding up  

Division 6--Regulations

  • 1634 Regulations  

PART 10.26----TRANSITIONAL PROVISIONS RELATING TO SCHEDULE 3 TO THE INSOLVENCY LAW REFORM ACT 2016

PART 10.28----TRANSITIONAL PROVISIONS RELATING TO THE TREASURY LAWS AMENDMENT (2016 MEASURES NO. 1) ACT 2017

PART 10.30----TRANSITIONAL PROVISIONS RELATING TO THE TREASURY LAWS AMENDMENT (2017 MEASURES NO. 5) ACT 2018

PART 10.31----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (CROWD-SOURCED FUNDING FOR PROPRIETARY COMPANIES) ACT 2018

  • 1643 Application of amendments  

PART 10.32----TRANSITIONAL PROVISIONS RELATING TO THE TREASURY LAWS AMENDMENT (ENHANCING WHISTLEBLOWER PROTECTIONS) ACT 2019

  • 1644 Application of amendments  
  • 1644A Application of amendments relating to penalties  

PART 10.33----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (ASIA REGION FUNDS PASSPORT) ACT 2018

  • 1 Saving delegations  
  • 2 Decisions to give, withdraw or not withdraw a notice under subsection 1313(1)  

PART 10.34----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (STRENGTHENING PROTECTIONS FOR EMPLOYEE ENTITLEMENTS) ACT 2019

  • 1647 Application--protection of employee entitlements  
  • 1648 Application--contribution orders  
  • 1649 Application--director disqualification  

PART 10.36----APPLICATION AND TRANSITIONAL PROVISIONS RELATING TO THE TREASURY LAWS AMENDMENT (STRENGTHENING CORPORATE AND FINANCIAL SECTOR PENALTIES) ACT 2019

PART 10.37----TRANSITIONAL PROVISIONS RELATING TO THE TREASURY LAWS AMENDMENT (COMBATING ILLEGAL PHOENIXING) ACT 2020

  • 1661 Application of amendments  

PART 10.38----TRANSITIONAL PROVISIONS RELATING TO SCHEDULE 1 TO THE TREASURY LAWS AMENDMENT (MUTUAL REFORMS) ACT 2019

PART 10.39----TRANSITIONAL PROVISIONS RELATING TO SCHEDULE 3 TO THE FINANCIAL SECTOR REFORM (HAYNE ROYAL COMMISSION RESPONSE--STRONGER REGULATORS (2019 MEASURES)) ACT 2020

PART 10.40----TRANSITIONAL PROVISIONS RELATING TO SCHEDULE 4 TO THE FINANCIAL SECTOR REFORM (HAYNE ROYAL COMMISSION RESPONSE--STRONGER REGULATORS (2019 MEASURES)) ACT 2020

  • 1666 Application--conduct etc. relevant to new banning and disqualification orders  
  • 1667 Transitional--existing banning and disqualification orders  

PART 10.41----TRANSITIONAL PROVISIONS RELATING TO THE TREASURY LAWS AMENDMENT (2019 MEASURES NO. 3) ACT 2020

  • 1668 Transitional--delegations  

PART 10.42----TRANSITIONAL PROVISIONS RELATING TO THE CORONAVIRUS ECONOMIC RESPONSE PACKAGE OMNIBUS ACT 2020