Part 7COMMENCEMENT AND APPLICATION OF CHANGES TO THE CORPORATIONS LAW RESULTING FROM THIS ACT

PART 7—COMMENCEMENT AND APPLICATION OF CHANGES TO THE CORPORATIONS LAW RESULTING FROM THIS ACT Effect of this Part 182. Section 6 of the Corporations Law is amended by adding at the end the following subsection: “(4) Where, because of Part 9.11, provisions of this Law, as in force at a particular time, continue to apply: (a) in relation to someone or something; or (b) for particular purposes; then, for the purposes of those provisions as so applying: (c) this Part as in force at that time continues to have effect; and (d) this Part as in force at a later time does not have effect. General penalty provisions 183. Section 1311 of the Corporations Law is amended by inserting after subsection (3) the following subsection: “(3A) Where, because of Part 9.11, provisions of this Law, as in force at a particular time, continue to apply: (a) in relation to someone or something; or (b) for particular purposes; then, for the purposes of those provisions as so applying: (c) Schedule 3 as in force at that time continues to have effect; and (d) Schedule 3 as in force at a later time does not have effect; except so far as the contrary intention appears in this Law.”. Changes to section 597 184. Section 1370 of the Corporations Law is amended: (a) by inserting in subsection (1) “and before the commencement of section 117 of the Corporate Law Reform Act 1992” after “1992”; (b) by omitting from subsection (1) “that” (twice occurring) and substituting “the first-mentioned”. 185. At the end of Part 9.11 of the Corporations Law the following Division is added: “Division 5—Changes resulting from the Corporate Law Reform Act 1992 Commencement of subsection 6(4) “1372\. Subsection 6(4) is taken to have commenced on 27 June 1991. Application of changes to section 187 “1373.(1) Subsections 187(3), (4) and (4A), as in force after the commencement of section 176 of the Corporate Law Reform Act 1992, apply in relation to an allotment made, or taken to have been made, at or after that commencement. “(2) Subsections 187(3) and (4), as in force before that commencement, continue to apply in relation to an allotment made, or taken to have been made, before that commencement. Application of change to paragraph 230(1)(d) “1374.(1) Paragraph 230(1)(d), as in force after the commencement of section 10 of the Corporate Law Reform Act 1992, applies in relation to an act done, or an omission made, at or after that commencement. “(2) Paragraph 230(1)(d), as in force before that commencement, continues to apply in relation to an act done, or a failure committed, by a person before that commencement, unless: (a) the act or failure constituted a contravention of subsection 232(3) or (4) as so in force; and (b) the person consents under subsection 1389(1) to Part 9.4B applying in relation to the contravention; and (c) when the person so consents, no application made under subsection 230(1) in relation to the act or failure, and no appeal arising out of such an application, is pending. Application of certain changes to section 232 “1375.(1) Subsection 232(3) of this Law, as in force before the commencement of section 11 of the Corporate Law Reform Act 1992, continues to apply in relation to a contravention of subsection 232(2) of this Law committed before that commencement. “(2) Subsections 232(7), (8), (9) and (10) of this Law, as in force before the commencement of section 11 of the Corporate Law Reform Act 1992, continue to apply in relation to a contravention of section 232 of this Law committed before that commencement. Application of sections 243H and 243ZE “1376.(1) Sections 243H and 243ZE apply to a public company on and after 1 February 1994. “(2) A majority of a public company’s directors may elect in writing that sections 243H and 243ZE apply to the company on and after a specified day that is sooner than 1 February 1994. “(3) An election has effect accordingly and cannot be revoked. Application of subsection 307(2) “1377\. Subsection 307(2) applies in relation to a company in relation to a financial year of the company that ends at or after the commencement of section 13 of the Corporate Law Reform Act 1992. Application of change to section 318 “1378\. Subsection 318(2) of this Law, as in force before the commencement of section 14 of the Corporate Law Reform Act 1992, continues to apply in relation to a contravention of subsection 318(1) of this Law committed before that commencement. Application of certain changes to Part 5.2 “1379.(1) The following apply in relation to a controller of property of a corporation if, and only if, the control day begins at or after the commencement of section 40 of the Corporate Law Reform Act 1992: (a) sections 419A, 420A, 420B and 421A, subsection 428(2) and sections 434A, 434B and 434C of this Law; (b) sections 423, 424, 426, 429, 430, 431, 432 and 434 of this Law, as in force after that commencement. “(2) Sections 423, 424, 426, 429, 430, 431, 432 and 434, as in force before the commencement of section 40 of the Corporate Law Reform Act 1992, continue to apply in relation to a receiver, or receiver and manager, of property of a corporation if the control day began before that commencement. “(3) Section 420C applies in relation to a receiver, or receiver and manager, of property of a corporation if, and only if, the control day begins at or after the commencement of section 41 of the Corporate Law Reform Act 1992, even if the corporation began to be wound up before that commencement. “(4) Section 421, as in force after the commencement of section 42 of the Corporate Law Reform Act 1992: (a) applies in relation to a receiver, or receiver and manager, of property of a corporation even if the control day began before that commencement; and (b) applies in relation to any other controller of property of a corporation if, and only if, the control day began at or after that commencement. Continued application of old Part 5.3 and related provisions “1380.(1) If, before the commencement of section 56 of the Corporate Law Reform Act 1992, a company was placed under official management, Part 5.3 and paragraphs 462(2)(e), (f) and (g) of this Law, as in force before that commencement, continue to apply in relation to the company, but the company cannot again be placed under official management after that commencement. “(2) While a company is under official management, an administrator of the company cannot be appointed under section 436A, 436B or 436C. Certain provisions continue to apply in relation to official management “1381\. Except so far as the contrary intention appears, in this Law (other than Part 5.3A, Division 1A of Part 5.6 and section 556): (a) a reference to an administrator of a body corporate or relevant body being appointed under section 436A, 436B or 436C includes a reference to the body being placed under official management; and (b) a reference to a body corporate or relevant body being under administration includes a reference to the body being under official management; and (c) a reference to a body corporate or relevant body that is or has been under administration includes a reference to such a body that is, or has been, as the case may be, under official management; and (d) a reference to an administrator of a body corporate, of a relevant body, or of an entity within the meaning of Parts 3.6 and 3.7, includes a reference to an official manager or deputy official manager of the body or entity; even if the body or entity ceased before the commencement of section 56 of the Corporate Law Reform Act 1992 to be under official management. Application of new provisions relating to winding up “1382\. Subject to sections 1383, 1384 and 1386, the following provisions: (a) Parts 5.4, 5.4A, 5.4B, 5.5 and 5.6; (b) sections 589, 590 and 592; (c) Division 1 of Part 5.9; (d) section 598; as in force after the commencement of section 57 of the Corporate Law Reform Act 1992, apply, according to their tenor, in relation to: (e) acts done; and (f) omissions made; and (g) events occurring; and (h) matters and things arising; whether before, at or after that commencement. Continued application of old Parts 5.4, 5.5 and 5.6 “1383.(1) In this section: ‘old winding up law’ means Parts 5.4, 5.5 and 5.6 as in force before the relevant commencement; ‘relevant commencement’ means the commencement of section 57 of the Corporate Law Reform Act 1992. “(2) If, before the relevant commencement, the Court ordered the winding up of a company, the old winding up law continues to apply for the purposes of the winding up. “(3) If, before the relevant commencement, an application was made for the Court to order the winding up of a company, the old winding up law continues to apply for the purposes of: (a) determining, or otherwise disposing of, the application; and (b) winding up the company under an order of the Court made on the application. “(4) If, before the relevant commencement, a demand was served on a company under paragraph 460(2)(a), the old winding up law continues to apply for the purposes of: (a) making after that commencement, in reliance on the demand, an application for the Court to order the winding up of the company on the ground provided for by subsection 460(1); and (b) determining, or otherwise disposing of, an application of that kind so made; and (c) winding up the company under an order of the Court made on an application of that kind so made. “(5) If, before the relevant commencement, a company passed a special resolution under section 491 that the company be wound up voluntarily, the old winding up law continues to apply for the purposes of: (a) the voluntary winding up; and (b) making after that commencement an application for the Court to order the winding up of the company; and (c) determining, or otherwise disposing of, an application of that kind made after that commencement; and (d) winding up the company under an order of the Court made, after that commencement, on an application of that kind. “(6) Even if the old winding up law continues to apply, because of this section, for particular purposes relating to a company, an administrator of the company may still be appointed under section 436A, 436B or 436C. “(7) The old winding up law continues to apply, because of this section, as if: (a) despite subsection 6(4), there were inserted in section 9 (as in force before the relevant commencement) the definitions of ‘administration’, ‘administrator’ and ‘deed of company arrangement’ that section 29 of the Corporate Law Reform Act 1992 inserts in section 9 of the Corporations Law set out in section 82 of the Corporations Act 1989; and (b) despite subsection 6(4), section 82A of this Law (as so in force) were amended as set out in section 33 of that Act; and (c) section 468 of this Law (as so in force) were amended as set out in section 65 of that Act; and (d) section 481 of this Law (as so in force) were amended as set out in section 75 of that Act; and (e) section 556 of this Law (as so in force) were amended by inserting after paragraph (1)(d) the following paragraphs: ‘(da) if the company has been under administration, even if the administration ended before the relevant date— next, the costs, charges and expenses, of and incidental to the administration, properly and reasonably incurred by the administrator, including the administrator’s remuneration; (db) if paragraph (da) applies—next, the debts for which paragraph 443D(a) entitles an administrator of the company to be indemnified, except costs, charges and expenses covered by paragraph (da) of this subsection; (dc) if the company has executed a deed of company arrangement, even if it terminated before the relevant date—next, the costs, charges and expenses, of and incidental to executing and giving effect to the deed, properly and reasonably incurred by an administrator of the company or of the deed, including the remuneration of the deed’s administrator;’; and (f) sections 57 to 64, inclusive, 66 to 74, inclusive, 76 to 109, inclusive, and 111, of that Act had not been enacted. “(8) Subsection 565(4), as continuing to apply because of this section, has effect subject to Part 5.3A. Continued application of old sections 589, 590 and 592 “1384.(1) If, immediately before the commencement of section 112 of the Corporate Law Reform Act 1992, a company or Part 5.7 body was a company to which sections 590 to 593 (inclusive) of this Law apply, then paragraph (a) of the definition of ‘relevant day’ in subsection 589(5), and sections 590 and 592, of this Law, as in force before that commencement, continue to apply in relation to the company or body. “(2) If, because of section 1383, provisions continue to apply for particular purposes relating to a company, paragraph (a) of the definition of ‘relevant day’ in subsection 589(5), and sections 590 and 592, of this Law, as in force before the commencement of section 112 of the Corporate Law Reform Act 1992, also apply in relation to the company. “(3) Provisions continue to apply, or apply, because of this section, as if paragraph 112(d), and sections 113 and 114, of the Corporate Law Reform Act 1992 had not been enacted. Continued effect of authorisations under subsections 597(1) and 598(1) “1385\. An authorisation that, immediately before the commencement of section 117 or 119 of the Corporate Law Reform Act 1992, was in force under subsection 597(1) or 598(1), as the case may be, of this Law, has effect after that commencement as if a reference in it to section 597 or 598, as the case may be, of this Law included a reference to Division 1 or 2, as the case may be, of Part 5.9 of this Law. Continued application of old section 597 “1386.(1) If, before the commencement of section 117 of the Corporate Law Reform Act 1992, the Court made an order under subsection 597(3) of this Law, then section 597 of this Law, as in force before that commencement, continues to apply for the purposes of holding an examination under the order. “(2) If, before that commencement, an application was made under subsection 597(2) of this Law, then section 597 of this Law, as in force before that commencement, continues to apply for the purposes of: (a) determining, or otherwise disposing of, the application; and (b) holding an examination under an order made under subsection 597(3) on the application. Application of change to paragraph 1091(1A)(b) “1387\. Paragraph 1091(1A)(b) of this Law, as in force immediately after the commencement of section 160 of the Corporate Law Reform Act 1992, is taken to have commenced on 1 January 1991. Application of change to section 1301 “1388\. If, immediately before the commencement of section 171 of the Corporate Law Reform Act 1992, there was in force a notice lodged by a corporation for the purposes of paragraph 1301(3)(a) of this Law, section 1301 of this Law as in force after that commencement applies as if the notice were a notice lodged for the purposes of paragraph 1301(1)(d) of this Law as in force after that commencement. Application of Part 9.4B to contravention committed before that Part commenced “1389.(1) Subsections (2) and (3) of this section apply where: (a) it is alleged or suspected that a person has contravened: (i) subsection 232(2), (4), (5) or (6); or (ii) subsection 234(5); or (iii) subsection 318(1); before the commencement of Part 9.4B; and (b) the person consents in writing to that Part applying in relation to the contravention. “(2) The provisions of Part 9.4B (except sections 1317FA, 1317HA, 1317HB, 1317HD and 1317HF) apply in relation to the contravention as if they had been in force when it was committed. “(3) In the case of a contravention of subsection 232(2), (4), (5) or (6): (a) the provisions of sections 1317HA and 1317HD and subsection 1317HF(1) apply in relation to the contravention as if they had been in force when it was committed; and (b) despite subsection 1375(2), subsection 232(8) does not apply in relation to the contravention. “(4) Sections 1317DB, 1317DC and 1317DD have effect for the purposes of this section as if this section were in Part 9.4B. “(5) Except as provided in paragraph (3)(b), this section does not affect the operation of section 1375 or 1378.”.