This Act has been repealed and is no longer in force. It is retained for historical reference.
Jurisdiction
Commonwealth
Act Number
120 of 1982
Collection
legislative instrument
Plain English Summary
8/10 complexity
These Regulations set out the procedural and documentary rules that implement the Companies Act 1981: which forms to use and how to complete them (Schedule 2; regs 3, 8), document format and annexure standards (reg 7, 8), verification and signature rules (regs 10–12), and lodgement time limits (reg 9). They prescribe registration and certificate formats for auditors and liquidators (Forms 2–7), list authorised trustee corporations and stock exchanges (regs 14–16), and fix prescribed fees (reg 18/Schedule 3). Companies, auditors and liquidators bear the compliance costs; the Commission may permit exceptions (reg 4(2)).
36. Corporation with guarantors all of which are subsidiaries
37. Corporations with subsidiaries and a holding company which is the guarantor
38. Corporations whose guarantors comprise their holding company and subsidiaries
39. Estimate of amounts payable to or by a borrowing corporation
40. Treatment of interest, accommodation charges, service charges, &c.
41. Calculation of unearned income
42. Statement of basis or bases of accounting, &c.
43. Matters and reports for the purposes of paragraph 98 (1) (ea) of the Act
44. Agent's authority to be lodged
45. Verification of a contract not reduced to writing
Division 2—Shares and debentures
46. Notice given to company by substantial shareholder
47. Notice of change in relevant interest or relevant interests of substantial shareholder
48. Notice given to company by former substantial shareholder
49. Certified copies of profit and loss account and balance sheet
Division 3—Prescribed interests
50. Matters and things to be included in a deed
51. Prescribed matters for the purposes of sub-section 170 (4) of the Act
52. Return to be lodged under sub-section 173 (1) of the Act
Division 4—Securities
53. Prescribed securities
PART V — MANAGEMENT AND ADMINISTRATION
54. Consent to act as director
55. Certification of statutory report and auditor's report
56. Statement to accompany copy of minute
PART VI —ACCOUNTS, AUDIT AND SPECIAL INVESTIGATIONS
57. Requirements relevant to accounts and group accounts
58. Rounding off of amounts in required accounts or reports
59. Notice given by inspector
60. Expenses of persons attending for examination
61. Authentication of record of examination
PART VII —ARRANGEMENTS, RECONSTRUCTIONS, &c.
Division 1—Compromises and arrangements
62. Prescribed information for the purposes of sub-paragraph 316 (1) (a) (ii) of the Act
63. Giving notice under sub-section 318 (1) or (7) of the Act
Division 2—Reports and forms of account
64. Certified copies of reports
Division 3—Official management
65. Notice of special resolution extending period of official management
66. Verification of copy of report
TABLE OF PROVISIONS—continued
Division 4— Winding up
67. Matters to be entered in books kept by liquidator
68. Inspection of books kept under section 416 of the Act
69. Notice of intention to disclaim lease
Division 5—Dissolution
70. Deregistration of defunct company
71. Rate of commission
PART VIII— VARIOUS TYPES OF COMPANIES
72. Certified copy of certificate of incorporation, &c.
73. Manner of certifying constituent document
74. Notice in writing of change or alteration lodged in accordance with paragraph 515 (2) (a), (e) or (f) of the Act
75. Manner of sending letter under sub-section 518 (3) of the Act
76. Manner of sending letter under sub-section 518 (4) of the Act
PART IX— PAYMENTS INTO AND OUT OF BANKS BY LIQUIDATORS IN VOLUNTARY WINDINGS UP
77. Application
78. Payments into liquidator's general account
79. Deposit of bills, notes and securities
80. Delivery of securities
81. Special bank account
82. Payments out of liquidator's general account
PART X— SPECIAL PROVISIONS APPLICABLE TO CERTAIN MEETINGS
Division 1—Application
83. Application
Division 2—Convening and holding of meetings and voting at meetings
84. Notice of meetings
85. Proof of notice
86. Place of meeting
87. Cost of convening a meeting of creditors or contributories or of a committee of inspection
88. Quorum
89. Chairman
90. Adjournment of meeting
91. Voting on resolutions
92. Taking a poll
93. Carrying of resolutions after a poll has been duly demanded
94. Casting vote
95. Creditors who may vote
96. Votes of secured creditors
97. Creditors may be required to give up security
98. Admission and rejection of proofs for purposes of voting
99. Minutes of meeting
Division 3— Appointment of proxies and their attendance at meetings
100. Appointment of proxies
101. Instruments of proxy
102. Proxy forms to accompany notice of meetings
103. Form of proxies
104. Liquidator, provisional liquidator, official manager or chairman may act as proxy
105. Voting by proxy where financially interested
106. Liquidator, official manager or trustee may appoint deputy
107. Proxies appointed by a corporation
108. Time for lodging proxies
TABLE OF PROVISIONS—continued
PART XI — PROOF OF DEBTS, CLAIMS OR TITLES TO PRIORITY
109. Establishing title to priority
110. Proof of debts or claims
111. Notice to submit particulars of debts or claims
112. Preparation of a proof of debt or claim
113. Disclosure of security
114. Discounts
115. Periodical payments
116. Debt or claim payable at a future time
117. Employees' wages
118. Production of bills of exchange and promissory notes
119. Admission of debts or claims without formal proof
120. Notice to creditors to submit formal proofs
121. Formal proof of debt or claim
122. Contents of formal proof of debt or claim
123. Costs of proof
124. Liquidator to notify receipt of proof of debt or claim
125. Time for liquidator to deal with proofs
126. Grounds of rejection and notice to creditor
127. Revocation or amendment of decision of liquidator
128. Withdrawal or variation of proof of debt or claim
129. Oaths
PART XII— SETTLEMENT OF LIST OF CONTRIBUTORIES BY LIQUIDATOR
130. Liquidator to make out provisional list of contributories
131. Time and place for settlement of list
132. Settlement of list of contributories
133. Supplementary list
134. Notice to contributories
PART XIII — DIVIDENDS AND DISTRIBUTION OF SURPLUS IN A WINDING UP
Division 1—Payment of dividends
135. Dividend payable only on admission of a debt or claim
136. Application of Part XI
137. Liquidator to give notice of intention to declare a dividend
138. Time allowed for dealing with formal proofs of debt or claim
139. Declaration and distribution of dividends
140. Rights of creditor who has not proved debt before declaration of dividend
141. Postponement of declaration
142. Payment of dividend to a person named
Division 2—Distribution of surplus
143. Distribution of surplus in a winding up by the Court
144. Distribution of surplus as directed
PART XIV — MISCELLANEOUS
145. Penalty
146. Prescribed period for appeals from decisions of the Commission
147. Certified translations of instruments
TABLE OF PROVISIONS—continued
SCHEDULE 1
List of Forms
SCHEDULE 2
Forms
SCHEDULE 3
Prescribed amounts
SCHEDULE 4
Prospectus
SCHEDULE 5
Matters and things to be included in a deed pursuant to paragraph 166 (2) (b) of the Act
SCHEDULE 6
Statement required pursuant to section 170 of the Act
SCHEDULE 7
Accounts and group accounts
SCHEDULE 8
Witnesses' fees and travelling expenses
SCHEDULE 9
Schemes of arrangement
Statutory Rules 1982 No. 1201
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Companies Regulations
WHEREAS it is provided by sub-section 577 (2) of the Companies Act 1981 that the power of the Governor-General to make regulations under that Act shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council for Companies and Securities established by the Agreement made on 22 December 1978 between the Commonwealth and the States as amended by the Agreement made on 24 February 1981:
AND WHEREAS the making of the following Regulations is in accordance with advice that is consistent with those resolutions:
NOW THEREFORE I, the Governor-General of the Commonwealth of Australia, acting with the advice of the Federal Executive Council and in pursuance of section 4 of the Acts Interpretation Act 1901, hereby make the following Regulations under the Companies Act 1981.
Dated 4 June 1982.
Governor-General
By His Excellency's Command,
(Sgd) P. Durack
Attorney-General
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PART I—PRELIMINARY
Citation
These Regulations may be cited as the Companies Regulations.
Interpretation
(1) In these Regulations, unless the contrary intention appears—
"agent" means the person named in a memorandum of appointment or power of attorney lodged under paragraph 512 (2) (e) or sub-section 514 (5), of the Act, or under the corresponding previous law;
"dividend" means, in relation to the winding up of the affairs of a company by order or resolution, the distribution, not being a return of capital, of any part of the property of the company among its creditors or contributories by the liquidator;
"local authority" means the Corporate Affairs Commission for the Territory.
"provided" means provided for in the Act or these Regulations;
"registered number" means—
(a) in relation to a corporation—the number allocated to it on its incorporation or registration; and
(b) in relation to an auditor, a liquidator, including an official liquidator, or a liquidator of a specified corporation—the number allocated to that person on registration as an auditor, a liquidator or a liquidator of a specified corporation, as the case may be;
"required" means required for the purposes of the Act or these Regulations;
"the Act" means the Companies Act 1981.
(2) In a form in Schedule 2, unless the contrary intention appears, a reference to a Part, Division, section, sub-section, paragraph or sub-paragraph shall be taken as a reference to that Part, Division, section, sub-section, paragraph or sub-paragraph of the Act.
Forms
(1) Subject to these Regulations, where a provision is specified in Column 1 or 2 of Schedule 1, the form in Schedule 2, the number of which is specified in Column 4 of Schedule 1 opposite that provision, is prescribed as the form to be used for the purposes of that provision in relation to the matter or thing described in Column 3 of Schedule 1 opposite to that provision.
(2) In these Regulations, a reference to a form by number is a reference to the form in Schedule 2 which bears that number.
Compliance with forms
(1) Strict compliance with the style of a form set out in Schedule 2 is not necessary, unless the Commission so requires.
(2) Strict compliance with the substance of, and provision of the information required by, a form set out in Schedule 2 is necessary unless the Commission otherwise approves.
Directions and instructions to be followed
A form in Schedule 2 shall be completed in accordance with such directions and instructions as are specified in, or relate to, the form.
Particulars prescribed by forms
Where a form in Schedule 2 requires—
(a) the furnishing of a document; or
(b) the furnishing of information or any other matter—
(i) by completing the form in the prescribed manner; or
(ii) by supplying or completing a document or other annexure to that form,
that document, other annexure, information, or any other matter, shall be taken to be the document, other annexure, information, or any other matter, required to be furnished in pursuance of the provision of the Act or of the Regulations for the purposes of which that form is prescribed by these Regulations.
General requirements for documents
(1) Unless the Commission otherwise approves, a document lodged with the Commission shall
(a) be on paper of medium weight and good quality and
(i) in the case of the memorandum, the articles, a prospectus or a statement under section 170—of a size not less than international sheet size A5 and not more than foolscap folio size or international sheet size A4; and
(ii) in any other case of foolscap folio size or international sheet size A4;
(b) subject to the Act, be clearly printed, written or otherwise produced in a manner that is permanent and will make possible a reproduction by photographic means that is satisfactory to the Commission;
(c) not be a carbon copy, or a copy reproduced by any spirit duplication method;
(d) have margins of not less than 25 millimetres on the left-hand side and not less than 13 millimetres on the right-hand side;
(e) where it comprises 2 or more sheets, be fastened together securely in the top left-hand corner;
(f) have written on the first sheet—
(i) the registered number of the corporation to which the document relates;
(ii) the name of that corporation;
(iii) the title of the document;
(iv) the name, address and telephone number of the person by whom or on whose behalf the document is lodged; and
(v) the words "lodged with the Commission on ";
(g) where the document is a form relating to a no liability company, be completed by inserting the words "No Liability" in place of the word "Limited";
(h) in the case of an unlimited company, have the word "Limited" omitted; and
(i) where the document contains maps or charts upon which areas have been distinguished by colour, in addition distinguish those areas by hatching, numbering or lettering.
(2) Where the address of the office of a corporation is required, full particulars of its situation shall be specified so as to enable it to be readily located.
(3) The name of a person signing a form set out in Schedule 2 that is lodged with the Commission shall be legibly written under or alongside the signature of that person.
Annexures accompanying forms
(1) Where the space provided for a particular purpose in a form is insufficient to contain all the required information in relation to a particular item, that information shall be set out in an annexure.
(2) An annexure to a form shall have an identifying mark and be endorsed with the words:
This is the annexure of..........pages marked..........referred to in the (insert description of form) signed by me and dated............................