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
Remedy in cases of oppression or injustice
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
Prosecution of delinquent officers and members
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