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Commonwealth act
This Act has been repealed and is no longer in force. It is retained for historical reference.
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Direct links to the current provisions in Companies Act 1981.
Division 1—Powers of Inspection
Interpretation
Commission may inspect books without charge
Power of Commission to require production of books
Power of magistrate to issue warrant to seize books
Offences
Copies or extracts of books to be admitted in evidence
Privilege
Division 2—Registration of auditors and liquidators
Application for registration as auditor or liquidator
Registration of auditors
Auditor-General deemed to be registered as auditor
Registration of liquidators
Registration of official liquidators
Security to be given by liquidators
Register of Auditors
Registers of Liquidators and Official Liquidators
Notification of certain matters
Triennial statements by registered auditors and liquidators
Cancellation or suspension of registration
Certain persons not to apply for registration as auditor or liquidator
Certain persons deemed to be registered under this Act
Auditors and other persons to enjoy qualified privilege in certain circumstances
Division 3—Registers and Registration of Documents
Registers
Relodging of lost registered documents
PART III—CONSTITUTION OF COMPANIES
Division 1—Incorporation
Formation of companies
Proprietary companies
Registration and incorporation
Membership of holding company
Requirements as to memorandum
Division 2—Names
Interpretation
Names of particular classes of companies
Reservation and registration of name of intended company
Reservation of name of intended recognized company
Registration of name of recognized company
Reservation and registration of proposed new name of company
Reservation of proposed new name of recognized company
Registration of new name of recognized company
Reservation and registration of name of intended foreign company or foreign company
Reservation of name of intended recognized foreign company or recognized foreign company
Registration of name of recognized foreign company
Reservation and registration of proposed new name of registered foreign company
Reservation of proposed new name of recognized foreign company
Registration of new name of recognized foreign company
Reservation and registration of name of recognized company proposing to transfer incorporation to the Territory
Reservation of name of company or recognized company, proposing to transfer incorporation to participating State or Territory
Registration of name of recognized company after transfer of incorporation to participating State or Territory
Reservation and registration of name of foreign company proposing to transfer incorporation to the Territory
Reservation of name of foreign company proposing to transfer incorporation to participating State or Territory
Registration of name of foreign company that has become a recognized company after transfer of incorporation to participating State or Territory
Extension of reservation
Notification that registration of name desired in a State or another Territory
Registration of name of recognized company or recognized foreign company in the Territory
Notification that registration of name no longer desired in a participating State or Territory
Cancellation of registration where registration in the Territory no longer desired
Cancellation of registration where company or foreign company dissolved or foreign company ceases to be registered
Cancellation of registration where name registered by mistake
Change of name
Omission of “Limited” in names of charitable and other companies
Division 3—Powers and Status
Powers
Ultra vires transactions
Change of status
Change from public to proprietary company or from proprietary to public company
Default in complying with requirements as to proprietary companies
General provisions as to alteration of memorandum
Alterations of provisions of memorandum
Articles of association
Adoption of Table A or B
Alteration of articles
Memorandum and articles of companies limited by guarantee
Effect of memorandum and articles
Copies of memorandum and articles
Confirmation of contracts and authentication and execution of documents
Ratification of contracts made before formation of company
Prohibition of carrying on business with fewer than statutory minimum number of members
Division 4—Transfer of Incorporation
Certificate authorizing application for transfer of incorporation
Application by recognized company for registration under Division
Application by foreign company for registration under Division
Registration of corporations as companies
Effect of registration
Alterations to constituent documents of foreign companies
Effect of registration of company under corresponding law
Application of this Act to corporations registered under this Division
Establishment of registers and minute books
Share warrants
Certificate of registration conclusive evidence
PART IV—PROSPECTUSES, SECURITIES AND CHARGES
Division 1—Prospectuses
Interpretation
Prohibition of issue of certain documents in relation to proposed corporations
Forms of application for shares or debentures to be attached to prospectus
Invitations or offers in relation to borrowings by corporations
Contents of prospectuses
Certain notices, &c., not to be published
Certain reports referring to prospectuses not to be published
Evidentiary provisions, &c.
Retention of over-subscriptions in debenture issues
Registration of prospectuses
Document containing offer of shares for sale deemed to be prospectus
Allotment or issue of shares or debentures where prospectus indicates application for quotation on stock market
Expert’s consent to issue of prospectus containing statement by him
Civil liability for untrue statement or non-disclosure in prospectus
Criminal liability for untrue statement or non-disclosure in prospectus
Power to exempt from compliance with Division or to declare that Division applies as if modified
Division 2—Restrictions on Allotment and Variation of Contracts
Prohibition of allotment unless minimum subscription received
Application moneys to be held in trust until allotment
Restriction on varying contracts referred to in prospectus
Division 3—Shares
Return as to allotments
Differences in calls and payments, reserve liability, &c.
Share warrants
Restriction on application of capital of company
Power to make certain payments
Power to issue shares at a discount
Issue of shares at a premium
Redeemable preference shares
Power of company to alter its share capital
Validation of shares improperly issued
Special resolution for reduction of share capital
Commission to be informed of special rights carried by, or division or conversion of, shares
Rights of holders of classes of shares
Rights of holders of shares
Rights of classes of members
Rights of holders of preference shares to be set out in memorandum or articles
Company financing dealings in its shares, &c.
Consequences of company financing dealings in its shares, &c.
Register of options
Options over unissued shares
Power of company to pay interest out of capital in certain cases
Division 4—Substantial Shareholdings
Application and interpretation
Persons obliged to comply with Division
Substantial shareholdings and substantial shareholders
Substantial shareholder to notify company of his interests
Substantial shareholder to notify company of change in his interests
Person who ceases to be substantial shareholder to notify company
References to operation of section 8
Copy of notice to be served on stock exchange
Commission may extend period for giving notice under this Division
Company to keep register of substantial shareholders
Offences against certain sections
Knowledge of servant or agent imputed to master or principal
Powers of Court with respect to defaulting substantial shareholder
Division 5—Debentures
Register of debenture holders and copies of trust deed
Branch registers
Specific performance of contracts
Perpetual debentures
Re-issue of redeemed debentures
Qualifications of trustee for debenture holders
Retirement of trustees
Contents of trust deed
Power of Court in relation to certain irredeemable debentures
Duties of trustees
Powers of trustee to apply to the Court for directions, &c.
Obligations of borrowing corporation
Obligation of guarantor corporation to furnish information
Loans and deposits to be immediately repayable on certain events
Invitations or offers by prescribed corporations
Compliance with laws of State or other Territory sufficient compliance for certain companies
Liability of trustees for debenture holders
Division 6—Prescribed Interests
Interpretation
Approved deeds
Approval of deeds
Approval of trustees
Covenants to be included in deeds
Prescribed interests to be issued by companies only
Statement to be issued
No issue without approved deed
Register of holders of prescribed interests
Returns, information, &c., relating to prescribed interests
Penalty for breach of certain provisions or covenants
Winding up of schemes, &c.
Power to exempt from compliance with Division and non-application of Division in certain circumstances
Liability of trustees
Division 7—Title to and Transfer of Securities
Nature of shares
Numbering of shares
Certificate to be evidence of title
Company may have duplicate common seal
Loss or destruction of certificates
Instrument of transfer
Registration of transfer at request of transferor
Notice of refusal to register transfer
Remedy for refusal to register transfer or transmission
Certification of transfers
Duties of company with respect to issue of certificates
Division 8—Transfer of Marketable Securities
Interpretation
Sufficient instrument of transfer
Transfer of marketable securities
Transfers by authorized trustee corporations
Execution of transfer by transferee
Effect of certain stamps on prescribed instruments
Registration of prescribed instruments
Operation of Division
Occupation need not appear in register, instrument, &c.
Offences
Division 9—Registration of Charges
Interpretation and application of Division
Charges required to be registered
Lodgment of notice of charge and copy of instrument
Acquisition of property subject to charge
Registration of documents relating to charges
Priorities of charges
Certain charges void against liquidator or official manager
Assignment and variation of charges
Satisfaction of, and release of property from, charges
Lodgment of notices, offences, &c.
Company to keep documents relating to charges and register of charges
Certificates
Registration under Instruments Ordinance 1933
Power of Court to rectify Register, &c.
Charges on property of recognized companies or recognized foreign companies
Provisions applying when incorporation transferred
Power to exempt from compliance with certain requirements of Division
PART V—MANAGEMENT AND ADMINISTRATION
Division 1—Office and Name
Registered office of company
Notice of address of registered office and office hours
Publication of name
Division 2—Directors and Other Officers
Directors
Restrictions on appointment or advertisement of director
Qualification of director
Vacation of office
Appointment of directors to be voted on individually
Validity of acts of directors and secretaries
Removal of directors
Age of directors
Certain persons not to manage corporations
Disclosure of interests in contracts, property, offices, &c.
Duty and liability of officers
Loans to directors
Register of directors’ shareholdings, &c.
General duty to make disclosure
Payments for loss of, or retirement from, office
Provisions as to assignment of office
Powers to require disclosure of directors’ emoluments
Secretary
Provisions indemnifying officers or auditors
Register of directors, principal executive officers and secretaries
Division 3—Meetings and Proceedings
Statutory meeting and statutory report
Annual general meeting
Convening of general meeting on requisition
Convening of meetings
Articles as to right to demand a poll
Quorum, chairman, voting, &c., at meetings
Proxies
Power of Court to order meeting
Circulation of members’ resolutions, &c.
Special resolutions
Resolution requiring special notice
Resolutions of exempt proprietary companies
Lodgment with the Commission, &c., of copies of certain resolutions and agreements
Resolutions at adjourned meetings
Minutes of proceedings
Inspection of minute books
Division 4—Register of Members
Non-application of the Division to mutual life assurance companies
Register and index of members
Inspection and closing of register
Consequences of default by agent
Power of Court to rectify register
Trustee, & c, may be registered as owner of shares
Power of company to obtain information as to beneficial ownership of its shares
Branch registers
Division 5—Annual Return
Annual return
Auditor’s statement
Exemption of certain companies
PART VI—ACCOUNTS AND AUDIT
Division 2—Accounts
Accounts to be kept
Financial years of grouped companies
Profit and loss account, balance sheet and group accounts
Directors’ reports
Rounding off of amounts in accounts and reports
Group accounts not to be issued, & c, until receipt of subsidiaries’ accounts, &c.
Relief from requirements as to accounts and reports
Members of company entitled to balance-sheet, &c.
Accounts and reports to be laid before annual general meeting
Failure to comply with this Division
Division 3—Audit
Qualifications of auditors
Unlimited exempt proprietary company need not appoint auditor in certain circumstances
Exempt proprietary company need not appoint auditor in certain circumstances
Appointment of auditors
Nomination of auditors
Removal and resignation of auditors
Effect of winding up on office of auditor
Fees and expenses of auditors
Powers and duties of auditors as to reports on accounts
Obstruction of auditor
Special provisions relating to borrowing and guarantor corporations
Division 4—Special Provisions relating to Banking and Life Insurance Corporations
PART VII—SPECIAL INVESTIGATIONS
290 Application for carrying out of investigation
Investigations
Conduct of investigations
Investigation of affairs of related corporation
Powers of Commission and inspectors appointed under corresponding law
Powers of inspectors
Examination of officers
Officer failing to comply with requirements of this Part
Record of examination
Admissibility of record of examination in evidence in proceedings against person examined
Admissibility in other proceedings of questions and answers at an examination
Weight of evidence
Credibility of person who answered questions
Determination of objection to admissibility of question and answer
Delegation by inspector
Reports of investigations
Provisions relating to reports
Commission’s powers in respect of books
Privileged communications
Expenses of investigation
Concealing, &c., of books of corporation
Power of Commission to make certain orders
Application for winding up
Certain powers not to be delegated
PART VIII—ARRANGEMENTS AND RECONSTRUCTIONS
Crown to be bound
Power to compromise with creditors and members
Information as to compromise with creditors or members
Provisions for facilitating reconstruction and amalgamation of corporations
Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
Notification of appointment of scheme manager and power of Court to require report
PART IX—CONDUCT OF AFFAIRS OF COMPANY IN OPPRESSIVE OR UNJUST MANNER
PART X—RECEIVERS AND MANAGERS
Interpretation
Crown to be bound
Disqualification for appointment as receiver
Liability of receiver
Power of Court to fix remuneration of receivers
Notification of appointment of receiver
Statement that receiver appointed
Provisions as to information where receiver appointed
Special provisions as to statement submitted to receiver
Lodging of accounts of receivers
Payments of certain debts out of property subject to floating charge in priority to claims under charge
Enforcement of duty of receiver to make returns
PART XI—OFFICIAL MANAGEMENT
Interpretation
Crown to be bound
Power of company to call meeting of creditors to appoint official manager
Statement of affairs of company to be submitted to meeting of creditors of company
Power to adjourn meeting
Power of creditors to place company under official management
Appointment of committee of management
Notice of appointment and address of official manager
Effect of resolution
Six-monthly meetings of creditors and members
Stay of proceedings
Power to extend period of official management
Extension of period of official management
Appointment of official manager not to affect appointment and duties of auditor
Duties of official manager
Undue preferences in the case of official management
Application and disposal of property during official management
Official manager may apply to Court for directions
Certain provisions applicable to official management
Power of Court to terminate official management and give directions
Resolution to place company under official management effective, subject to appeal
Lodgment of office copy of Court order
Termination of appointment and release of official manager
Notification that corporation is under official management
Functions of committee of management and appointment of deputy official manager
PART XII—WINDING UP
Crown to be bound
Modes of winding up
Liability as contributories of present and past members
Nature of liability of contributory
Contributories in case of death or bankruptcy of member
Division 2—Winding up by the Court
Application for winding up
Circumstances in which company may be wound up by Court
Commencement of winding up by the Court
As to payment of preliminary costs, &c.
Powers of Court on hearing application
Avoidance of dispositions of property, attachments, &c.
Application to be lis pendens
Certain notices to be lodged with Commission
Effect of winding up order
Subdivision B—Liquidators
Power of Court to appoint official liquidator
General provisions as to liquidators
Custody and vesting of company’s property
Statement of company’s affairs to be submitted to liquidator
Preliminary report by liquidator
Powers of liquidator
Settlement of list of contributories and application of property
Exercise and control of liquidator’s powers
Payment by liquidator into bank
Release of liquidators and dissolution of company
As to orders for release or dissolution
Subdivision C—General Powers of Court
Power to stay or terminate winding up
Delivery of property to liquidators
Appointment of special manager
Claims of creditors and distribution of property
Inspection of books by creditors and contributories
Power to arrest absconding contributory
Delegation to liquidator of certain powers of Court
Powers of Court cumulative
Division 3—Voluntary Winding Up
Subdivision A—Introductory
Limitation on right to wind up voluntarily
Circumstances in which company may be wound up voluntarily
Commencement of winding up
Effect of voluntary winding up
Declaration of solvency
Subdivision B—Provisions applicable only to Members’ Voluntary Winding Up
Liquidators
Duty of liquidator to call creditors’ meeting in case of insolvency
Subdivision C—Provisions applicable only to Creditors’ Voluntary Winding Up
Meeting of creditors
Power to adjourn meeting
Liquidators
Execution and civil proceedings
Execution and civil proceedings against recognized companies
Subdivision D—Provisions applicable to every Voluntary Winding Up
Distribution of property of company
Appointment of liquidator
Removal of liquidator
Review of liquidator’s remuneration
Acts of liquidator valid, &c.
Powers and duties of liquidator
Power of liquidator to accept shares, & c, as consideration for sale of property of company
Annual meeting of creditors
Final meeting and dissolution
Arrangement, when binding on creditors
Application to Court to have questions determined or powers exercised
Costs
Division 4—Provisions applicable to every Mode of Winding Up
Interpretation
Books to be kept by liquidator
Disqualification of liquidators
Reports by liquidator
Liquidators to enjoy qualified privilege in certain circumstances
Supervision of liquidators
Notice of appointment and address of liquidator
Liquidator’s accounts
Liquidator to make good defaults
Notification that a corporation is in liquidation
Books of company
Investment of surplus funds on general account
Unclaimed property to be paid to Minister
Companies Liquidation Account
Expenses of winding up where property insufficient
Resolutions passed at adjourned meetings of creditors and contributories
Meetings to ascertain wishes of creditors or contributories
Subdivision B—Committees of Inspection
Convening of meetings by liquidator for appointment of committee of inspection
Proceedings of committee of inspection
Vacancies on committee of inspection
Member of committee not to accept extra benefit
Powers of Court where no committee of inspection
Subdivision C—Proof and Ranking of Claims
Interpretation
Proofs of debts
Computation of debts
Debts proved to rank equally except as otherwise provided
Priority payments
Orders under section 309 or under section 33 of Securities Industry Act
Debts due to employees
Debts of a class to rank equally
Advances in respect of wages and leave of absence
Priority of employees’ claims over floating charges
Insurance against liabilities to third parties
Provisions relating to injury compensation
Priority where security given for payment of taxes
Power of Court to make orders in favour of certain creditors
Subdivision D—Effect on other Transactions
Undue preferences
Effect of floating charge
Liquidator’s right to recover in respect of certain transactions
Disclaimer of onerous property
Executions, attachments, & c, before winding up
Duties of sheriff after receiving notice of application
Subdivision E—Offences
Subdivision F—Dissolution
Power of Court to declare dissolution of company void
Power of Commission to deregister defunct company
Commission to act as representative of defunct company in certain events
Oustanding property of defunct company to vest in Commission
Outstanding interests in property, how disposed of
Liability of Commission and Commonwealth as to property vested in Commission
Accounts
Division 5—Reciprocity with Participating States and Participating Territories
Recognition and enforcement in the Territory of order made in a participating State or participating Territory in relation to a recognized company or recognized foreign company
Exercise by the Court of powers or functions in relation to a recognized company or recognized foreign company
Power of Registrar to request Supreme Court of a participating State or participating Territory to exercise or perform powers or functions
Powers and functions in the Territory of liquidators of recognized companies or recognized foreign companies
Division 6—Winding Up of Bodies other than Companies
Application
Winding up of bodies to which this Division applies
Contributories in winding up of a body to which this Division applies
Power of Court to stay or restrain proceedings
Division 7—Miscellaneous
Outstanding property of defunct body formed within Australia
Outstanding property of defunct body formed outside Australia
PART XIII—VARIOUS TYPES OF COMPANIES
Division 1—No Liability Companies
Application of Act to no liability companies 476 Shareholder not liable to calls or contributions
Dividends payable on shares held irrespective of amount paid up on shares
Calls, when due
Forfeiture of shares
Provisions as to sale of forfeited shares
As to shares held by or in trust for company
Sale of shares on non-payment of calls valid although specific numbers not advertised
Postponement of sale
Redemption of forfeited shares
Office to be open the day before sale
Distribution of surplus where cessation of business upon winding up
Distribution of surplus where cessation of business within 12 months
As to rights attaching to preference shares issued to promoters
Restrictions on tribute arrangements
Division 2—Investment Companies
Interpretation
Restriction on borrowing by investment companies
Restriction on investments of investment companies
Restriction on underwriting by investment companies
Special requirements as to articles and prospectus
Investment company not to hold shares in other investment companies
Investment company not to speculate in commodities
Balance-sheets and accounts
Investment fluctuation reserve
Penalties
Division 3—Companies Carrying on Business Outside the Territory
Interpretation
Notification of principal office in participating State or Territory
Notice to be given of change or alteration in principal office in participating State or Territory
Notice to be lodged of cessation of business in participating State or Territory
Offences
Division 4—Recognized Companies and Recognized Foreign Companies
Interpretation
Power to hold land
Recognized company or recognized foreign company to have a principal office
Name of recognized company or recognized foreign company to be reserved or registered
Publication of name, &c., of recognized company or recognized foreign company
Division 5—Foreign Companies other than Recognized Foreign Companies
Interpretation
Power of foreign companies to hold land
Unregistered foreign company not to establish place of business or carry on business in the Territory
Registered office of registered foreign company
Agents
Notice to be filed where documents, &c., altered
Balance-sheets and other documents
Publication of name, &c., of foreign company
Cessation of business, &c.
Name of foreign company to be struck off register
Restriction on use of certain names
Branch register of shares in foreign company
Registration of shares in branch register
Removal of shares from branch register
Index of members and inspection and closing of branch registers
Branch register to be prima facie evidence
Certificate as to shareholding
Penalties
PART XIV—MISCELLANEOUS
Division 1—General
Service of documents on company
Service of documents on recognized company or recognized foreign company
Service of documents on registered foreign company
Vesting of property
Parts of dollar to be disregarded in determining majority in value of creditors, &c.
Costs
Disposal of securities if whereabouts of holder unknown
Power to grant relief
Power of Court to give directions with respect to meetings ordered by the Court
Appeals from decisions of Commission
Appeals from decisions of receivers, liquidators, &c.
Irregularities
Power of Commission to intervene in proceedings
Examination of persons concerned with corporations
Orders against persons concerned with corporations
Civil proceedings not to be stayed
Form and evidentiary value of books
Inspection of books
Location of books kept on computers, &c.
Location of registers
Translations of instruments
Certificate of incorporation conclusive evidence
Admissibility of books in evidence
Court may compel compliance
Division 2—Offences
Restriction on offering shares, debentures, &c., for subscription or purchase
Interpretation
Offences by officers of certain companies
Liability where proper accounts not kept
Offences relating to incurring of debts or fraudulent conduct
Powers of Court
Certain rights not affected
Inducement to be appointed liquidator or official manager
Falsification of books
Frauds by officers
Court may disqualify person from acting as director, &c., in certain circumstances
False or misleading statements
False reports
Dividends payable from profits only
Restriction on use of words “Limited” and “No Liability”
Restriction on use of word “Proprietary”
Reciprocity in relation to offences
Offences committed partly in and partly out of the Territory
General penalty provisions
Continuing offences
Officers and other persons in default
Power of Court to prohibit payment or transfer of moneys, securities or other property
Injunctions
Power of Court to punish for contempt of Court
Division 3—Rules and Regulations
Rules
Regulations
Division 4—Miscellaneous
Non-application of rule against perpetuities to certain schemes
Act not to apply to trade unions
Operation of Life Insurance Act
Operation of Workmen’s Compensation Supplementation Fund Ordinance
SCHEDULE 1
Repealed Ordinances
SCHEDULE 2
Powers
SCHEDULE 3
TABLE A
Regulations for Management of a Company Limited by Shares
TABLE B
Regulations for Management of a No Liability Company
SCHEDULE 4
Forms of Transfer of Marketable Securities
Sourced from the Federal Register of Legislation (legislation.gov.au), CC BY 4.0.
Companies Act 1981
No. 89 of 1981
TABLE OF PROVISIONS
PART I—PRELIMINARY
Section
Short title
Commencement
Objects and application
Repeal
Interpretation
References to affairs of a corporation
Subsidiaries, holding companies and related corporations
Relevant interests in shares
Associated persons
PART II—ADMINISTRATION
Division 1—Powers of Inspection
Interpretation
Commission may inspect books without charge
Power of Commission to require production of books
Power of magistrate to issue warrant to seize books
Offences
Copies or extracts of books to be admitted in evidence
Privilege
Division 2—Registration of auditors and liquidators
Application for registration as auditor or liquidator
Registration of auditors
Auditor-General deemed to be registered as auditor
Registration of liquidators
Registration of official liquidators
Security to be given by liquidators
TABLE OF PROVISIONS—continued
Register of Auditors
Registers of Liquidators and Official Liquidators
Notification of certain matters
Triennial statements by registered auditors and liquidators
Cancellation or suspension of registration
Certain persons not to apply for registration as auditor or liquidator
Certain persons deemed to be registered under this Act
Auditors and other persons to enjoy qualified privilege in certain circumstances
Division 3—Registers and Registration of Documents
Registers
Relodging of lost registered documents
PART III—CONSTITUTION OF COMPANIES
Division 1—Incorporation
Formation of companies
Proprietary companies
Registration and incorporation
Membership of holding company
Requirements as to memorandum
Division 2—Names
Interpretation
Names of particular classes of companies
Reservation and registration of name of intended company
Reservation of name of intended recognized company
Registration of name of recognized company
Reservation and registration of proposed new name of company
Reservation of proposed new name of recognized company
Registration of new name of recognized company
Reservation and registration of name of intended foreign company or foreign company
Reservation of name of intended recognized foreign company or recognized foreign company
Registration of name of recognized foreign company
Reservation and registration of proposed new name of registered foreign company
Reservation of proposed new name of recognized foreign company
Registration of new name of recognized foreign company
Reservation and registration of name of recognized company proposing to transfer incorporation to the Territory
Reservation of name of company or recognized company, proposing to transfer incorporation to participating State or Territory
Registration of name of recognized company after transfer of incorporation to participating State or Territory
Reservation and registration of name of foreign company proposing to transfer incorporation to the Territory
Reservation of name of foreign company proposing to transfer incorporation to participating State or Territory
Registration of name of foreign company that has become a recognized company after transfer of incorporation to participating State or Territory
Extension of reservation
Notification that registration of name desired in a State or another Territory
Registration of name of recognized company or recognized foreign company in the Territory
Notification that registration of name no longer desired in a participating State or Territory
Cancellation of registration where registration in the Territory no longer desired
Cancellation of registration where company or foreign company dissolved or foreign company ceases to be registered
Cancellation of registration where name registered by mistake
TABLE OF PROVISIONS—continued
Change of name
Omission of “Limited” in names of charitable and other companies
Division 3—Powers and Status
Powers
Ultra vires transactions
Change of status
Change from public to proprietary company or from proprietary to public company
Default in complying with requirements as to proprietary companies
General provisions as to alteration of memorandum
Alterations of provisions of memorandum
Articles of association
Adoption of Table A or B
Alteration of articles
Memorandum and articles of companies limited by guarantee
Effect of memorandum and articles
Copies of memorandum and articles
Confirmation of contracts and authentication and execution of documents
Ratification of contracts made before formation of company
Prohibition of carrying on business with fewer than statutory minimum number of members
Division 4—Transfer of Incorporation
Certificate authorizing application for transfer of incorporation
Application by recognized company for registration under Division
Application by foreign company for registration under Division
Registration of corporations as companies
Effect of registration
Alterations to constituent documents of foreign companies
Effect of registration of company under corresponding law
Application of this Act to corporations registered under this Division
Establishment of registers and minute books
Share warrants
Certificate of registration conclusive evidence
PART IV—PROSPECTUSES, SECURITIES AND CHARGES
Division 1—Prospectuses
Interpretation
Prohibition of issue of certain documents in relation to proposed corporations
Forms of application for shares or debentures to be attached to prospectus
Invitations or offers in relation to borrowings by corporations
Contents of prospectuses
Certain notices, &c., not to be published
Certain reports referring to prospectuses not to be published
Evidentiary provisions, &c.
Retention of over-subscriptions in debenture issues
Registration of prospectuses
Document containing offer of shares for sale deemed to be prospectus
Allotment or issue of shares or debentures where prospectus indicates application for quotation on stock market
Expert’s consent to issue of prospectus containing statement by him
Civil liability for untrue statement or non-disclosure in prospectus
Criminal liability for untrue statement or non-disclosure in prospectus
TABLE OF PROVISIONS—continued
Division 2—Restrictions on Allotment and Variation of Contracts
Prohibition of allotment unless minimum subscription received
Application moneys to be held in trust until allotment
Restriction on varying contracts referred to in prospectus
Division 3—Shares
Return as to allotments
Differences in calls and payments, reserve liability, &c.
Share warrants
Restriction on application of capital of company
Power to make certain payments
Power to issue shares at a discount
Issue of shares at a premium
Redeemable preference shares
Power of company to alter its share capital
Validation of shares improperly issued
Special resolution for reduction of share capital
Commission to be informed of special rights carried by, or division or conversion of, shares
Rights of holders of classes of shares
Rights of holders of shares
Rights of classes of members
Rights of holders of preference shares to be set out in memorandum or articles
Company financing dealings in its shares, &c.
Consequences of company financing dealings in its shares, &c.
Register of options
Options over unissued shares
Power of company to pay interest out of capital in certain cases
Division 4—Substantial Shareholdings
Application and interpretation
Persons obliged to comply with Division
Substantial shareholdings and substantial shareholders
Substantial shareholder to notify company of his interests
Substantial shareholder to notify company of change in his interests
Person who ceases to be substantial shareholder to notify company
References to operation of section 8
Copy of notice to be served on stock exchange
Commission may extend period for giving notice under this Division
Company to keep register of substantial shareholders
Offences against certain sections
Knowledge of servant or agent imputed to master or principal
Powers of Court with respect to defaulting substantial shareholder
Division 5—Debentures
Register of debenture holders and copies of trust deed
Branch registers
Specific performance of contracts
Perpetual debentures
Re-issue of redeemed debentures
Qualifications of trustee for debenture holders
Retirement of trustees
Contents of trust deed
Power of Court in relation to certain irredeemable debentures
Duties of trustees
Powers of trustee to apply to the Court for directions, &c.
TABLE OF PROVISIONS—continued
Obligations of borrowing corporation
Obligation of guarantor corporation to furnish information
Loans and deposits to be immediately repayable on certain events
Invitations or offers by prescribed corporations
Compliance with laws of State or other Territory sufficient compliance for certain companies
Liability of trustees for debenture holders
Division 6—Prescribed Interests
Interpretation
Approved deeds
Approval of deeds
Approval of trustees
Covenants to be included in deeds
Prescribed interests to be issued by companies only
Statement to be issued
No issue without approved deed
Register of holders of prescribed interests
Returns, information, &c., relating to prescribed interests
Penalty for breach of certain provisions or covenants
Winding up of schemes, &c.
Power to exempt from compliance with Division and non-application of Division in certain circumstances
Liability of trustees
Division 7—Title to and Transfer of Securities
Nature of shares
Numbering of shares
Certificate to be evidence of title
Company may have duplicate common seal
Loss or destruction of certificates
Instrument of transfer
Registration of transfer at request of transferor
Notice of refusal to register transfer
Remedy for refusal to register transfer or transmission
Certification of transfers
Duties of company with respect to issue of certificates
Division 8—Transfer of Marketable Securities
Interpretation
Sufficient instrument of transfer
Transfer of marketable securities
Transfers by authorized trustee corporations
Execution of transfer by transferee
Effect of certain stamps on prescribed instruments
Registration of prescribed instruments
Operation of Division
Occupation need not appear in register, instrument, &c.
Offences
Division 9—Registration of Charges
Interpretation and application of Division
Charges required to be registered
Lodgment of notice of charge and copy of instrument
Acquisition of property subject to charge
Registration of documents relating to charges
Priorities of charges
Certain charges void against liquidator or official manager
TABLE OF PROVISIONS—continued
Assignment and variation of charges
Satisfaction of, and release of property from, charges
Lodgment of notices, offences, &c.
Company to keep documents relating to charges and register of charges
Certificates
Registration under Instruments Ordinance 1933
Power of Court to rectify Register, &c.
Charges on property of recognized companies or recognized foreign companies
Provisions applying when incorporation transferred
Power to exempt from compliance with certain requirements of Division
PART V—MANAGEMENT AND ADMINISTRATION
Division 1—Office and Name
Registered office of company
Notice of address of registered office and office hours
Publication of name
Division 2—Directors and Other Officers
Directors
Restrictions on appointment or advertisement of director
Qualification of director
Vacation of office
Appointment of directors to be voted on individually
Validity of acts of directors and secretaries
Removal of directors
Age of directors
Certain persons not to manage corporations
Disclosure of interests in contracts, property, offices, &c.
Duty and liability of officers
Loans to directors
Register of directors’ shareholdings, &c.
General duty to make disclosure
Payments for loss of, or retirement from, office
Provisions as to assignment of office
Powers to require disclosure of directors’ emoluments
Secretary
Provisions indemnifying officers or auditors
Register of directors, principal executive officers and secretaries
Division 3—Meetings and Proceedings
Statutory meeting and statutory report
Annual general meeting
Convening of general meeting on requisition
Convening of meetings
Articles as to right to demand a poll
Quorum, chairman, voting, &c., at meetings
Proxies
Power of Court to order meeting
Circulation of members’ resolutions, &c.
Special resolutions
Resolution requiring special notice
Resolutions of exempt proprietary companies
Lodgment with the Commission, &c., of copies of certain resolutions and agreements
Resolutions at adjourned meetings
Minutes of proceedings
Inspection of minute books
TABLE OF PROVISIONS—continued
Division 4—Register of Members
Non-application of the Division to mutual life assurance companies
Register and index of members
Inspection and closing of register
Consequences of default by agent
Power of Court to rectify register
Trustee, & c, may be registered as owner of shares
Power of company to obtain information as to beneficial ownership of its shares
Branch registers
Division 5—Annual Return
Annual return
Auditor’s statement
Exemption of certain companies
PART VI—ACCOUNTS AND AUDIT
Division 1—Preliminary
Division 2—Accounts
Accounts to be kept
Financial years of grouped companies
Profit and loss account, balance sheet and group accounts
Directors’ reports
Rounding off of amounts in accounts and reports
Group accounts not to be issued, & c, until receipt of subsidiaries’ accounts, &c.
Relief from requirements as to accounts and reports
Members of company entitled to balance-sheet, &c.
Accounts and reports to be laid before annual general meeting
Failure to comply with this Division
Division 3—Audit
Qualifications of auditors
Unlimited exempt proprietary company need not appoint auditor in certain circumstances
Exempt proprietary company need not appoint auditor in certain circumstances
Appointment of auditors
Nomination of auditors
Removal and resignation of auditors
Effect of winding up on office of auditor
Fees and expenses of auditors
Powers and duties of auditors as to reports on accounts
Obstruction of auditor
Special provisions relating to borrowing and guarantor corporations
Division 4—Special Provisions relating to Banking and Life Insurance Corporations
This is an opening excerpt, not the complete document.