Corporations Act 2001

8/16/2016
CORPORATIONS ACT 2001
Commonwealth Consolidated Acts

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TABLE OF PROVISIONS
Long Title
CHAPTER 1--Introductory
PART 1.1----PRELIMINARY
1.
2.
3.
4.
5.
5A.
5B.
5C.
Short title
Commencement
Constitutional basis for this Act
Referring States
General territorial application of Act
Application to the Crown
ASIC has general administration of this Act
Application of the Acts Interpretation Act 1901
PART 1.1A----INTERACTION BETWEEN CORPORATIONS LEGISLATION AND STATE AND TERRITORY LAWS
5D.
5E.
5F.
5G.
5H.
5I.
Coverage of Part
Concurrent operation intended
Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter
Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws
Registration of body as company on basis of State or Territory law
Regulations may modify operation of the Corporations legislation to deal with interaction between that legislation and State and Terri
PART 1.2----INTERPRETATION
Division 1--General
6.
7.
9.
9AA.
9A.
9B.
Effect of this Part

Location of other interpretation provisions
Dictionary
Certain family relationships
Meaning of rights issue
Meaning of remuneration recommendation
Division 2--Associates
10.
11.
12.
13.
15.
16.
17.
Effect of Division
Associates of bodies corporate
References in Chapters 6 to 6C, and other references relating to voting power and takeovers etc.
References in Chapter 7
General
Exclusions
Associates of composite person that carries on a financial services business
Division 3--Carrying on business
18.
19.
20.
21.
Carrying on business: otherwise than for profit

Businesses of a particular kind
Carrying on a business: alone or together with others
Carrying on business in Australia or a State or Territory
Division 5A--Types of company
45A.
45B.
Proprietary companies
Small companies limited by guarantee
46.
47.
48.
49.
50.
50AAA.
50AA.
What is a subsidiary
Control of a body corporate's board
Matters to be disregarded
References in this Division to a subsidiary
Related bodies corporate
Associated entities
Control
Division 6--Subsidiaries and related bodies corporate
Division 6A--Security interests

51.
51A.
51B.
51C.
51D.
51E.
51F.
Meaning
Meaning
Meaning
Meaning
Meaning
Meaning
Meaning
of
of
of
of
of
of
of
PPSA security interest

security interest
secured party
circulating security interest
possessory security interest
secured creditor
PPSA retention of title property
Division 7--Interpretation of other expressions

52.
52A.
53.
53AA.
53AB.
53AC.
53AD.
57.
Doing acts
Signing
Affairs of a body corporate
Business affairs of a body corporate
Business affairs of a natural person
Business affairs of a partnership
Business affairs of a trust
Classes of shares or interests in managed investment schemes
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57A.
58AA.
58B.
59.
60.
64.
64A.
64B.
65.
66A.
70.
73A.
75.
79.
80.
82.
83.
86.
88A.
88B.
89.
90.
92.
95A.

Meaning of corporation
Meaning of court and Court
Discharge of obligations under this Act
Debentures as consideration for acquisition of shares
Declaration of relevant relationships
Entering into a transaction in relation to shares or securities
Entities
Entities connected with a corporation
Eligible money market dealer
Exempt bodies
Extension of period for doing an act
When a court is taken to find a person guilty of an offence
Inclusion in official list
Involvement in contraventions
Jervis Bay Territory taken to be part of the Australian Capital Territory
Offers and invitations to the public
Officers, and other persons, in default
Possession
Public document of a body corporate
Qualified accountants
Qualified privilege
Receivers and managers
Securities
Solvency and insolvency
Division 8--Miscellaneous interpretation rules
100.
100A.
101.
102.
102B.
102C.
103.
104.
105.
106.
107.
108.
109.
109X.
Address of registered office etc.

Operation of certain laws relating to instruments on which stamp duty has not been paid
Amount of stock representing a number of shares
Applications to be in writing
In Australia or elsewhere, in this jurisdiction or elsewhere etc.
In Australia
Effect of certain contraventions of this Act
Effect of provisions empowering a person to require or prohibit conduct
Calculation of time
Performance of functions by Commission delegate
Notice in relation to top 20 members of a class
Parts of dollar to be disregarded in determining majority in value of creditors etc.
References to persons, things and matters
Service of documents
PART 1.2A----DISCLOSING ENTITIES

Division 1--Object of Part
111AA.
Object of Part
Division 2--Definitions
111AB.
111AC.
111AD.
111AE.
111AF.
111AFA.
111AG.
111AH.
111AI.
111AJ.
111AK.
111AL.
111AM.
Terms defined in Division

Disclosing entity
ED securities
Securities of body or undertaking that is included in a licensed market's official list
Securities (except debentures and managed investment products) held by 100 or more persons
Managed investment products held by 100 or more persons
Securities issued as consideration for an acquisition under an off-market takeover bid or Part 5.1 compromise or arrangement
When a person holds securities for the purposes of sections 111AF, 111AFA and 111AG
Debentures
Regulations may declare securities not to be ED securities
ED securities of a disclosing entity
Listed or unlisted disclosing entity
Quoted ED securities
Division 3--Significance of being a disclosing entity
111AN.
111ANA.
111AO.
111AP.
111AQ.
111AQA.
Division contains outline of significance of being a disclosing entity

Requirements relating to remuneration recommendations in relation to key management personnel
Accounting requirements
Continuous disclosure requirements
Prospectus relief
Product Disclosure Statement relief
Division 4--Exemptions and modifications
111AR.
111AS.
111AT.
111AU.
111AV.
111AW.
111AX.
Meaning of disclosing entity provisions

Exemptions by regulations
Exemptions by ASIC
Enforcing conditions of exemptions
Modifications by regulations
Exemptions and modifications have effect
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
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111L.
111M.
111N.
111P.
111Q.

Provisions not applicable to the body corporate
Member approval
Notices
Annual general meetings
Presumptions to be made in recovery proceedings
CHAPTER 2A--Registering a company
PART 2A.1----WHAT COMPANIES CAN BE REGISTERED

112.
113.
114.
115.
116.
Types of companies
Proprietary companies
Minimum of 1 member
Restrictions on size of partnerships and associations
Trade unions cannot be registered
PART 2A.2----HOW A COMPANY IS REGISTERED

117.
118.
119.
119A.
120.
121.
122.
123.
Applying for registration

ASIC gives company ACN, registers company and issues certificate
Company comes into existence on registration
Jurisdiction of incorporation and jurisdiction of registration
Members, directors and company secretary of a company
Registered office
Expenses incurred in promoting and setting up company
Company may have common seal
CHAPTER 2B--Basic features of a company
PART 2B.1----COMPANY POWERS AND HOW THEY ARE EXERCISED

124.
125.
126.
127.
Legal capacity and powers of a company

Constitution may limit powers and set out objects
Agent exercising a company's power to make contracts
Execution of documents (including deeds) by the company itself
PART 2B.2----ASSUMPTIONS PEOPLE DEALING WITH COMPANIES ARE ENTITLED TO MAKE

128.
129.
130.
Entitlement to make assumptions

Assumptions that can be made under section 128
Information available to the public from ASIC does not constitute constructive notice
PART 2B.3----CONTRACTS BEFORE REGISTRATION

131.
132.
133.
Contracts before registration

Person may be released from liability but is not entitled to indemnity
This Part replaces other rights and liabilities
PART 2B.4----REPLACEABLE RULES AND CONSTITUTION

134.
135.
136.
137.
138.
139.
140.
141.
Internal management of companies

Replaceable rules
Constitution of a company
Date of effect of adoption, modification or repeal of constitution
ASIC may direct company to lodge consolidated constitution
Company must send copy of constitution to member
Effect of constitution and replaceable rules
Table of replaceable rules
PART 2B.5----REGISTERED OFFICE AND PLACES OF BUSINESS

142.
143.
144.
145.
146.
146A.
Registered office
ASIC may change address of registered office to a director's address
Company's name must be displayed at registered office etc.
Opening hours of registered office of public company
Change of address of principal place of business
Contact address
PART 2B.6----NAMES
Division 1--Selecting and using a name
147.
148.
149.
150.
151.
152.
153.
154.
155.
156.
When a name is available

A company's name
Acceptable abbreviations
Exception to requirement for using "Limited" in name
Exception to requirement for using "Limited" in name--pre-existing licences
Reserving a name
Using a name and ACN on documents
Exception to requirement to have ACN on receipts
Regulations may exempt from requirement to set out information on documents
Carrying on business using "Limited", "No Liability" or "Proprietary" in name
Division 2--Changing a company's name
157.
157A.
158.
159.
160.
161.
161A.
Company changing its name

Change of name of company under external administration
ASIC's power to direct company to change its name
ASIC's power to include "Limited" in company's name
ASIC must issue new certificate if company's name changes
Effect of name change
Company under external administration--former name to be used on documents
PART 2B.7----CHANGING COMPANY TYPE

162.
163.
164.
165.
166.
Changing company type

Applying for change of type
ASIC changes type of company
ASIC may direct a proprietary company to change to a public company in certain circumstances
Effect of change of type
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167.
167AA.

Issue of shares by company or holding company--company limited by guarantee changing to company limited by shares
Application of Part to company limited both by shares and by guarantee
CHAPTER 2C--Registers
PART 2C.1----REGISTERS GENERALLY

167A.
168.
169.
170.
171.
172.
173.
174.
175.
176.
177.
178.
Who is covered by this Chapter

Registers to be maintained
Register of members
Register of option holders and copies of options documents
Register of debenture holders
Location of registers
Right to inspect and get copies
Agent's obligations
Correction of registers
Evidentiary value of registers
Use of information on registers
Overseas branch registers
PART 2C.2----NOTICE BY PROPRIETARY COMPANIES OF CHANGES TO MEMBER REGISTER

178A.
178B.
178C.
178D.
Notice of change to member register

Top 20 only
Notice of change to share structure
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.
181.
182.
183.
184.
185.
186.
187.
188.
189.
190.
190A.
190B.
Care and diligence--civil obligation only

Good faith--civil obligations
Use of position--civil obligations
Use of information--civil obligations
Good faith, use of position and use of information--criminal offences
Interaction of sections 180 to 184 with other laws etc.
Territorial application of sections 180 to 184
Directors of wholly-owned subsidiaries
Responsibility of secretaries etc. for certain corporate contraventions
Reliance on information or advice provided by others
Responsibility for actions of delegate
Limited application of Division to registrable Australian bodies
Division does not apply to Aboriginal and Torres Strait Islander corporations
Division 2--Disclosure of, and voting on matters involving, material personal interests
191.
192.
193.
194.
195.
196.
Material personal interest--director's duty to disclose

Director may give other directors standing notice about an interest
Interaction of sections 191 and 192 with other laws etc.
Voting and completion of transactions--directors of proprietary companies (replaceable rule--see section 135)
Restrictions on voting--directors of public companies only
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.
198B.
198C.
198D.
198E.
198F.
Powers of directors (replaceable rule--see section 135)

Negotiable instruments (replaceable rule--see section 135)
Managing director (replaceable rule--see section 135)
Delegation
Single director/shareholder proprietary companies
Right of access to company books
PART 2D.2----RESTRICTIONS ON INDEMNITIES, INSURANCE AND TERMINATION PAYMENTS

Division 1--Indemnities and insurance for officers and auditors
199A.
199B.
199C.
Indemnification and exemption of officer or auditor

Insurance premiums for certain liabilities of director, secretary, other officer or auditor
Certain indemnities, exemptions, payments and agreements not authorised and certain documents void
200.
200AA.
200AB.
200A.
200B.
200C.
200D.
200E.
200F.
200G.
200H.
200J.
Interpreting this Division

Meaning of managerial or executive office
Meaning of benefit
When benefit given in connection with retirement from an office or position
Retirement benefits generally need membership approval
Benefits on transfer of undertaking or property need membership approval
Contravention to receive benefit without member approval
Approval by members
Exempt benefits and benefits given in certain circumstances
Genuine payments of pension and lump sum
Benefits required by law
Benefits to be held on trust and repaid
Division 2--Termination payments
PART 2D.3----APPOINTMENT, REMUNERATION AND CESSATION OF APPOINTMENT OF DIRECTORS

Division 1--Appointment of directors
Subdivision A--General rules
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201A.
201B.
201D.
201E.
201F.
201G.
201H.
201J.
201K.
201L.
201M.

Minimum number of directors
Who can be a director
Consent to act as director
Special rules for the appointment of public company directors
Special rules for the appointment of directors for single director/single shareholder proprietary companies
Company may appoint a director (replaceable rule--see section 135)
Directors may appoint other directors (replaceable rule--see section 135)
Appointment of managing directors (replaceable rule--see section 135)
Alternate directors (replaceable rule--see section 135)
Signpost--ASIC to be notified of appointment
Effectiveness of acts by directors
Subdivision B--Limits on numbers of directors of public companies
201N.
201P.
201Q.
201R.
201S.
201T.
201U.
Application of Subdivision
Directors must not set board limit unless proposed limit has been approved by general meeting
Requirements for explanatory statement to members
Records of voting on board limit resolution if poll demanded
Notice of resolution to be lodged
Declaration by court of substantial compliance
Consequences of setting board limit in breach of section 201P
Division 2--Remuneration of directors
202A.
202B.
202C.
Remuneration of directors (replaceable rule--see section 135)

Members may obtain information about directors' remuneration
Special rule for single director/single shareholder proprietary companies
203A.
203B.
203C.
203D.
203E.
203F.
Director may resign by giving written notice to company (replaceable rule--see section 135)
Signpost to consequences of disqualification from managing corporations
Removal by members--proprietary companies (replaceable rule--see section 135)
Removal by members--public companies
Director cannot be removed by other directors--public companies
Termination of appointment of managing director (replaceable rule--see section 135)
Division 3--Resignation, retirement or removal of directors
PART 2D.4----APPOINTMENT OF SECRETARIES

204A.
204B.
204C.
204D.
204E.
204F.
204G.
Minimum number of secretaries

Who can be a secretary
Consent to act as secretary
How a secretary is appointed
Effectiveness of acts by secretaries
Terms and conditions of office for secretaries (replaceable rule--see section 135)
Signpost to consequences of disqualification from managing corporations
PART 2D.5----PUBLIC INFORMATION ABOUT DIRECTORS AND SECRETARIES

205A.
205B.
205C.
205D.
205E.
205F.
205G.
Director, secretary or alternate director may notify ASIC of resignation or retirement

Notice of name and address of directors and secretaries to ASIC
Director and secretary must give information to company
Address for officers
ASIC's power to ask for information about person's position as director or secretary
Director must give information to company
Listed company--director to notify market operator of shareholdings etc.
PART 2D.6----DISQUALIFICATION FROM MANAGING CORPORATIONS

206A.
206B.
206BA.
206C.
206D.
206E.
206EAA.
206EA.
206EB.
206F.
206G.
206GA.
206H.
206HA.
206HB.
Disqualified person not to manage corporations

Automatic disqualification
Extension of period of automatic disqualification
Court power of disqualification--contravention of civil penalty provision
Court power of disqualification--insolvency and non-payment of debts
Court power of disqualification--repeated contraventions of Act
Court power of disqualification--disqualification under a law of a foreign jurisdiction
Disqualification under the Competition and Consumer Act 2010 etc.
Disqualification under the ASIC Act
ASIC's power of disqualification
Court power to grant leave
Involvement of ACCC--leave orders under section 206G
Territorial application of this Part
Limited application of Part to registrable Australian bodies
Part does not apply to Aboriginal and Torres Strait Islander corporations
PART 2D.7----BAN ON HEDGING REMUNERATION OF KEY MANAGEMENT PERSONNEL

206J.
No hedging of remuneration of key management personnel
PART 2D.8----REMUNERATION RECOMMENDATIONS IN RELATION TO KEY MANAGEMENT PERSONNEL FOR DISCLOSING ENTITIES
206K.
206L.
206M.
Board to approve remuneration consultants

Remuneration recommendation by remuneration consultants
Declaration by remuneration consultant
CHAPTER 2E--Related party transactions
207.
Purpose
PART 2E.1----MEMBER APPROVAL NEEDED FOR RELATED PARTY BENEFIT

Division 1--Need for member approval
208.
209.
Need for member approval for financial benefit

Consequences of breach
Division 2--Exceptions to the requirement for member approval
210.
211.
212.
213.
Arm's length terms

Remuneration and reimbursement for officer or employee
Indemnities, exemptions, insurance premiums and payment for legal costs for officers
Small amounts given to related entity
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214.
215.
216.

Benefit to or by closely-held subsidiary
Benefits to members that do not discriminate unfairly
Court order
Division 3--Procedure for obtaining member approval
217.
218.
219.
220.
221.
222.
223.
224.
225.
226.
227.
Resolution may specify matters by class or kind

Company must lodge material that will be put to members with ASIC
Requirements for explanatory statement to members
ASIC may comment on proposed resolution
Requirements for notice of meeting
Other material put to members
Proposed resolution cannot be varied
Voting by or on behalf of related party interested in proposed resolution
Voting on the resolution
Notice of resolution to be lodged
Declaration by court of substantial compliance
PART 2E.2----RELATED PARTIES AND FINANCIAL BENEFITS

228.
229.
Related parties
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

232.
233.
234.
235.
Grounds for Court order

Orders the Court can make
Who can apply for order
Requirement for person to lodge order
PART 2F.1A----PROCEEDINGS ON BEHALF OF A COMPANY BY MEMBERS AND OTHERS

236.
237.
238.
239.
240.
241.
242.
Bringing, or intervening in, proceedings on behalf of a company

Applying for and granting leave
Substitution of another person for the person granted leave
Effect of ratification by members
Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
General powers of the Court
Power of the Court to make costs orders
PART 2F.2----CLASS RIGHTS

246B.
246C.
246D.
246E.
246F.
246G.
Varying and cancelling class rights

Certain actions taken to vary rights etc.
Variation, cancellation or modification without unanimous support of class
Variation, cancellation or modification with unanimous support of class
Company must lodge documents and resolutions with ASIC
Member's copies of documents and resolutions
PART 2F.3----INSPECTION OF BOOKS

247A.
247B.
247C.
247D.
Order for inspection of books of company or registered managed investment scheme

Ancillary orders
Disclosure of information acquired in inspection
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.
248B.
Circulating resolutions of companies with more than 1 director (replaceable rule see section 135)
Resolutions and declarations of 1 director proprietary companies
Division 2--Directors' meetings
248C.
248D.
248E.
248F.
248G.
Calling directors' meetings (replaceable rule see section 135)

Use of technology
Chairing directors' meetings (replaceable rule see section 135)
Quorum at directors' meetings (replaceable rule see section 135)
Passing of directors' resolutions (replaceable rule see section 135)
PART 2G.2----MEETINGS OF MEMBERS OF COMPANIES

Division 1--Resolutions without meetings
249A.
249B.
Circulating resolutions of proprietary companies with more than 1 member

Resolutions of 1 member companies
Division 2--Who may call meetings of members
249C.
249CA.
249D.
249E.
249F.
249G.
Calling
Calling
Calling
Failure
Calling
Calling
of
of
of
of
of
of
meetings of members by a director (replaceable rule--see section 135)

meetings of members of a listed company by a director
general meeting by directors when requested by members
directors to call general meeting
general meetings by members
meetings of members by the Court
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Division 3--How to call meetings of members
249H.
249HA.
249J.
249K.
249L.
249LA.
249M.
Amount of notice of meetings

Amount of notice of meetings of listed company
Notice of meetings of members to members and directors
Auditor entitled to notice and other communications
Contents of notice of meetings of members
Notice of meeting not required to contain certain information
Notice of adjourned meetings (replaceable rule--see section 135)
249N.
249O.
249P.
Members' resolutions
Company giving notice of members' resolutions
Members' statements to be distributed
Division 4--Members' rights to put resolutions etc
Division 5--Holding meetings of members

249Q.
249R.
249S.
249T.
249U.
249V.
249W.
Purpose
Time and place for meetings of members
Technology
Quorum (replaceable rule--see section 135)
Chairing meetings of members (replaceable rule--see section 135)
Auditor's right to be heard at general meetings
Adjourned meetings
249X.
249Y.
249Z.
250A.
250B.
250BA.
250BB.
250BC.
250BD.
250C.
250D.
Who can appoint a proxy (replaceable rule for proprietary companies and mandatory rule for public companies--see section 135)
Rights of proxies
Company sending appointment forms or lists of proxies must send to all members
Appointing a proxy
Proxy documents
Proxy documents--listed companies
Proxy vote if appointment specifies way to vote
Transfer of non-chair proxy to chair in certain circumstances
Proxy voting by key management personnel or closely related parties
Validity of proxy vote
Body corporate representative
Division 6--Proxies and body corporate representatives
Division 7--Voting at meetings of members

250E.
250F.
250G.
250H.
250J.
250K.
250L.
250M.
How many votes a member has (replaceable rule--see section 135)

Jointly held shares (replaceable rule--see section 135)
Objections to right to vote (replaceable rule--see section 135)
Votes need not all be cast in the same way
How voting is carried out (replaceable rule--see section 135)
Matters on which a poll may be demanded
When a poll is effectively demanded
When and how polls must be taken (replaceable rule--see section 135)
250N.
250P.
250PAA.
250PAB.
250PA.
250R.
250RA.
250S.
250SA.
250T.
Public company must hold AGM

Extension of time for holding AGM
Exemptions by ASIC--class orders relating to externally-administered companies
Exemptions by ASIC--individual externally-administered companies
Written questions to auditor submitted by members of listed company before AGM
Business of AGM
Auditor required to attend listed company's AGM
Questions and comments by members on company management at AGM
Listed company--remuneration report
Questions by members of auditors at AGM
Division 8--AGMs of public companies
Division 9--Meetings arising from concerns about remuneration reports

250U.
250V.
250W.
250X.
250Y.
Application
Resolution to hold fresh elections for directors at special meeting to be put to vote at AGM
Consequences of spill resolution being passed
Ensuring there are at least 3 directors after spill meeting
Term of office of director reappointed at spill meeting
PART 2G.3----MINUTES AND MEMBERS' ACCESS TO MINUTES

251A.
251AA.
251B.
Minutes
Disclosure of proxy votes--listed companies
Members' access to minutes
PART 2G.4----MEETINGS OF MEMBERS OF REGISTERED MANAGED INVESTMENT SCHEMES

Division 1--Who may call meetings of members
252A.
252B.
252C.
252D.
252E.
Calling
Calling
Failure
Calling
Calling
of
of
of
of
of
meetings of
meetings of
responsible
meetings of
meetings of
members by responsible entity

members by responsible entity when requested by members
entity to call meeting of the scheme's members
members by members
members by the Court
Division 2--How to call meetings of members

252F.
252G.
252H.
252J.
252K.
Amount of notice of meetings

Notice of meetings of members to members, directors and auditors
Auditors entitled to other communications
Contents of notice of meetings of members
Notice of adjourned meetings
Division 3--Members' rights to put resolutions etc
252L.
252M.
252N.
Members' resolutions
Responsible entity giving notice of members' resolutions
Members' statements to be distributed
Division 4--Holding meetings of members
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252P.
252Q.
252R.
252S.
252T.
252U.

Time and place for meetings of members
Technology
Quorum
Chairing meetings of members
Auditors' right to be heard at meetings of members
Adjourned meetings
Division 5--Proxies and body corporate representatives
252V.
252W.
252X.
252Y.
252Z.
253A.
253B.
Who can appoint a proxy

Rights of proxies
Responsible entity sending appointment forms or lists of proxies must send to all members
Appointing a proxy
Proxy documents
Validity of proxy vote
Body corporate representative
Division 6--Voting at meetings of members
253C.
253D.
253E.
253F.
253G.
253H.
253J.
253K.
253L.
How many votes a member has

Jointly held interests
Responsible entity and associates cannot vote if interested in resolution
How to work out the value of an interest
Objections to a right to vote
Votes need not all be cast in the same way
How voting is carried out
Matters on which a poll may be demanded
When a poll is effectively demanded
Division 7--Minutes and members' access to minutes
253M.
253N.
Minutes
Members' access to minutes
CHAPTER 2H--Shares
PART 2H.1----ISSUING AND CONVERTING SHARES

254A.
254B.
254C.
254D.
254E.
254F.
254G.
254H.
Power to issue bonus, partly-paid, preference and redeemable preference shares

Terms of issue
No par value shares
Pre-emption for existing shareholders on issue of shares in proprietary company (replaceable rule--see section 135)
Court validation of issue
Bearer shares and stock must not be issued
Conversion of shares
Resolution to convert shares into larger or smaller number
PART 2H.2----REDEMPTION OF REDEEMABLE PREFERENCE SHARES

254J.
254K.
254L.
Redemption must be in accordance with terms of issue

Other requirements about redemption
Consequences of contravening section 254J or 254K
PART 2H.3----PARTLY-PAID SHARES

254M.
254N.
254P.
254Q.
254R.
Liability on
Calls may be
No liability
No liability
No liability
partly-paid shares
limited to when company is externally-administered
companies--calls on shares
companies--forfeiture and sale of shares for failure to meet call
companies--redemption of forfeited shares
PART 2H.4----CAPITALISATION OF PROFITS

254S.
Capitalisation of profits
PART 2H.5----DIVIDENDS
254SA.
254T.
254U.
254V.
254W.
Companies limited by guarantee not to pay dividends

Circumstances in which a dividend may be paid
Other provisions about paying dividends (replaceable rule--see section 135)
When does the company incur a debt?
Dividend rights
PART 2H.6----NOTICE REQUIREMENTS

254X.
254Y.
Notice to ASIC of share issue

Notice to ASIC of share cancellation
CHAPTER 2J--Transactions affecting share capital
PART 2J.1----SHARE CAPITAL REDUCTIONS AND SHARE BUY-BACKS

256A.
Purpose
Division 1--Reductions in share capital not otherwise authorised by law
256B.
256C.
256D.
256E.
Company may make reduction not otherwise authorised

Shareholder approval
Consequences of failing to comply with section 256B
Signposts to other relevant provisions
Division 2--Share buy-backs
257A.
257B.
257C.
257D.
257E.
257F.
The company's power to buy back its own shares

Buy-back procedure--general
Buy-back procedure--shareholder approval if the 10/12 limit exceeded
Buy-back procedure--special shareholder approval for selective buy-back
Buy-back procedure--lodgment of offer documents with ASIC
Notice of intended buy-back
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257G.
257H.
257J.

Buy-back procedure--disclosure of relevant information when offer made
Acceptance of offer and transfer of shares to the company
Division 3--Other share capital reductions
258A.
258B.
258C.
258D.
258E.
258F.
Unlimited companies
Right to occupy or use real property
Brokerage or commission
Cancellation of forfeited shares
Other share cancellations
Reductions because of lost capital
PART 2J.2----SELF-ACQUISITION AND CONTROL OF SHARES

259A.
259B.
259C.
259D.
259E.
259F.
Directly acquiring own shares

Taking security over own shares or shares in holding company
Issuing or transferring shares to controlled entity
Company controlling entity that holds shares in it
When a company controls an entity
Consequences of failing to comply with section 259A or 259B
PART 2J.3----FINANCIAL ASSISTANCE

260A.
260B.
260C.
260D.
Financial assistance by a company for acquiring shares in the company or a holding company
Shareholder approval
Exempted financial assistance
Consequences of failing to comply with section 260A
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

283AA.
283AB.
283AC.
283AD.
283AE.
Requirement for trust deed and trustee

Trust deed
Who can be a trustee
Existing trustee continues to act until new trustee takes office
Replacement of trustee
PART 2L.2----DUTIES OF BORROWER

283BA.
283BB.
283BC.
283BCA.
283BD.
283BE.
283BF.
283BG.
283BH.
283BI.
Duties of borrower
General duties
Duty to notify ASIC of information related to trustee
Register relating to trustees for debenture holders
Duty to replace trustee
Duty to inform trustee about security interests
Duty to give trustee and ASIC quarterly reports
Exceptions to borrower's duty to report to trustee and ASIC
How debentures may be described
Offences for failure to comply with statutory duties
PART 2L.3----DUTIES OF GUARANTOR

283CA.
283CB.
283CC.
283CD.
283CE.
Duties of guarantor
General duties
Duty to inform trustee about security interests
Exceptions to guarantor's duty to inform trustee
Offences for failure to comply with statutory duties
PART 2L.4----TRUSTEE
283DA.
283DB.
283DC.
Trustee's duties
Exemptions and indemnifications of trustee from liability
Indemnity
PART 2L.5----MEETINGS OF DEBENTURE HOLDERS

283EA.
283EB.
283EC.
Borrower's duty to call meeting

Trustee's power to call meeting
Court may order meeting
PART 2L.6----CIVIL LIABILITY

283F.
Civil liability for contravening this Chapter
PART 2L.7----ASIC POWERS

283GA.
283GB.
ASIC's power to exempt and modify

ASIC may approve body corporate to be trustee
PART 2L.8----COURT
283HA.
283HB.
General Court power to give directions and determine questions

Specific Court powers
PART 2L.9----LOCATION OF OTHER DEBENTURE PROVISIONS

283I.
Signpost to other debenture provisions
CHAPTER 2M--Financial reports and audit
PART 2M.1----OVERVIEW
285.
285A.
Overview of obligations under this Chapter

Overview of obligations of companies limited by guarantee
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PART 2M.2----FINANCIAL RECORDS

286.
287.
288.
289.
290.
291.
Obligation to keep financial records

Language requirements
Physical format
Place where records are kept
Director access
PART 2M.3----FINANCIAL REPORTING

Division 1--Annual financial reports and directors' reports
292.
293.
294.
294A.
294B.
295.
295A.
296.
297.
298.
299.
299A.
300.
300A.
300B.
301.
Who has to prepare annual financial reports and directors' reports

Small proprietary company--shareholder direction
Small proprietary company--ASIC direction
Small company limited by guarantee--member direction
Small company limited by guarantee--ASIC direction
Contents of annual financial report
Declaration in relation to listed entity's financial statements by chief executive officer and chief financial officer
Compliance with accounting standards and regulations
True and fair view
Annual directors' report
Annual directors' report--general information
Annual directors' report--additional general requirements for listed entities
Annual directors' report--specific information
Annual directors' report--specific information to be provided by listed companies
Annual directors' report--companies limited by guarantee
Audit of annual financial report
Division 2--Half-year financial report and directors' report
302.
303.
304.
305.
306.
Disclosing entity must prepare half-year financial report and directors' report
Contents of half-year financial report
Compliance with accounting standards and regulations
True and fair view
Half-year directors' report
Division 3--Audit and auditor's report
307.
307A.
307B.
307C.
308.
309.
310.
311.
312.
313.
Audit
Audit to be conducted in accordance with auditing standards
Audit working papers to be retained for 7 years
Auditor's independence declaration
Auditor's report on annual financial report
Auditor's report on half-year financial report
Auditor's power to obtain information
Reporting to ASIC
Assisting auditor
Special provisions on audit of debenture issuers and guarantors
314.
315.
316.
316A.
317.
318.
Annual financial reporting to members

Deadline for reporting to members
Member's choices for annual financial information
Annual financial reporting to members of companies limited by guarantee
Consideration of reports at AGM
Additional reporting by debenture issuers
Division 4--Annual financial reporting to members
Division 5--Lodging reports with ASIC

319.
320.
321.
322.
Lodgment of annual reports with ASIC

Lodgment of half-year reports with ASIC
ASIC power to require lodgment
Relodgment if financial statements or directors' reports amended after lodgment
323.
323A.
323B.
323C.
Directors and officers of controlled entity to give information

Auditor's power to obtain information from controlled entity
Controlled entity to assist auditor
Application of Division to entity that has ceased to be controlled
323D.
Financial years and half-years
Division 6--Special provisions about consolidated financial statements
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.
324AB.
324AC.
324AD.
324AE.
324AF.
Individual auditors, audit firms and authorised audit companies

Effect of appointing firm as auditor--general
Effect of appointing firm as auditor--reconstitution of firm
Effect of appointing company as auditor
Professional members of the audit team
Lead and review auditors
Division 2--Registration requirements
324BA.
324BB.
324BC.
324BD.
324BE.
Registration requirements for appointment of individual as auditor

Registration requirements for appointment of firm as auditor
Registration requirements for appointment of company as auditor
Exception from registration requirement for proprietary company
Exception from registration requirement--reviewing financial reports of companies limited by guarantee
Division 3--Auditor independence
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Subdivision A--General requirement
324CA.
324CB.
324CC.
324CD.
General requirement for auditor independence--auditors

General requirement for auditor independence--member of audit firm
General requirement for auditor independence--director of audit company
Conflict of interest situation
Subdivision B--Specific requirements
324CE.
324CF.
324CG.
324CH.
324CI.
324CJ.
324CK.
Auditor independence--specific requirements for individual auditor

Auditor independence--specific requirements for audit firm
Auditor independence--specific requirements for audit company
Relevant relationships
Special rule for retiring partners of audit firms and retiring directors of authorised audit companies
Special rule for retiring professional member of audit company
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.
324DAA.
324DAB.
324DAC.
324DAD.
324DB.
324DC.
324DD.
Limited term for eligibility to play significant role in audit of a listed company or listed registered scheme
Directors may extend eligibility term
Requirements for directors to approve extension of eligibility term
Notifications about approval to extend eligibility term
Approval ineffective unless it complies with requirements
Individual's rotation obligation
Audit firm's rotation obligation
Audit company's rotation obligation
Division 6--Appointment, removal and fees of auditors for companies
Subdivision A--Appointment of company auditors
325.
327A.
327B.
327C.
327D.
327E.
327F.
327G.
327H.
327I.
328A.
328B.
Appointment of auditor by proprietary company

Public company auditor (initial appointment of auditor)
Public company auditor (annual appointments at AGMs to fill vacancies)
Public company auditor (appointment to fill casual vacancy)
Appointment to replace auditor removed from office
ASIC may appoint public company auditor if auditor removed but not replaced
ASIC's general power to appoint public company auditor
Restrictions on ASIC's powers to appoint public company auditor
Effect on appointment of public company auditor of company beginning to be controlled by a corporation
Remaining auditors may act during vacancy
Auditor's consent to appointment
Nomination of auditor
Subdivision B--Removal and resignation of company auditors
329.
330.
Removal and resignation of auditors

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
331AAA.
331AAB.
331AAC.
331AAD.
Registered scheme auditor (initial appointment of auditor)

Registered scheme auditor (appointment to fill vacancy)
ASIC's power to appoint registered scheme auditor
Remaining auditors may act during vacancy
Subdivision B--Removal and resignation of registered scheme auditors
331AC.
331AD.

Effect of winding up on office of auditor
331AE.
Fees and expenses of auditors
Subdivision C--Fees and expenses of auditors
PART 2M.4A----ANNUAL TRANSPARENCY REPORTS FOR AUDITORS

332.
332A.
332B.
332C.
332D.
332E.
332F.
332G.
Meaning of transparency reporting auditor and transparency reporting year

Transparency reporting auditors must publish annual transparency reports
Content of annual transparency report
Extension of period for publication of annual transparency report
Exemption orders--applications by transparency reporting auditors
Exemption orders--class orders for transparency reporting auditors
Exemption orders--criteria for orders
Offences by members of audit firm
PART 2M.5----ACCOUNTING AND AUDITING STANDARDS

334.
335.
336.
337.
338.
Accounting standards
Equity accounting
Auditing standards
Interpretation of accounting and auditing standards
Evidence of text of accounting standard or auditing standard
PART 2M.6----EXEMPTIONS AND MODIFICATIONS

340.
341.
342.
Exemption orders--companies, registered schemes and disclosing entities

Exemption orders--class orders for companies, registered schemes and disclosing entities
Exemption orders--criteria for orders for companies, registered schemes and disclosing entities
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342AA.
342AB.
342AC.
342A.
342B.
343.

Exemption orders--non-auditor members and former members of audit firms; former employees of audit companies
Exemption orders--class orders for non-auditor members etc.
Exemption orders--criteria for orders for non-auditor members etc.
ASIC's power to modify the operation of section 324DA
Auditor to notify company or registered scheme of section 342A declaration
Modification by regulations
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 and registered schemes
PART 2N.1----REVIEW DATE

345A.
345B.
345C.
Review date
Company or responsible entity may change review date
When choice has effect
PART 2N.2----EXTRACT OF PARTICULARS

346A.
346B.
346C.
ASIC must give an extract of particulars each year

ASIC may ask questions
Requirements in relation to an extract of particulars
PART 2N.3----SOLVENCY RESOLUTION

347A.
347B.
347C.
Directors must pass a solvency resolution after each review date

Notice to ASIC
Payment of review fee is taken to be a representation by the directors that the company is solvent
PART 2N.4----RETURN OF PARTICULARS

348A.
348B.
348C.
348D.
ASIC may give a return of particulars

ASIC may ask questions
ASIC may require a solvency resolution and statement
General requirements in relation to a return of particulars
PART 2N.5----NOTICE BY PROPRIETARY COMPANIES OF CHANGES TO ULTIMATE HOLDING COMPANY

349A.
349B.
349C.
349D.
Proprietary companies must notify ASIC of changes to ultimate holding company

Another company becomes an ultimate holding company
A company ceases to be an ultimate holding company
Ultimate holding company changes its name
CHAPTER 2P--Lodgments with ASIC
350.
351.
352.
353.
354.
Forms for documents to be lodged with ASIC

Signing documents lodged with ASIC
Documents lodged with ASIC electronically
Electronic lodgment of certain documents
Telephone notice of certain changes
CHAPTER 5--External administration
PART 5.1----ARRANGEMENTS AND RECONSTRUCTIONS

410.
411.
412.
413.
414.
415.
Interpretation
Administration of compromises etc.
Information as to compromise with creditors
Provisions for facilitating reconstruction and amalgamation of Part 5.1 bodies
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 5.2----RECEIVERS, AND OTHER CONTROLLERS, OF PROPERTY OF CORPORATIONS

416.
417.
418.
418A.
419.
419A.
420.
420A.
420B.
420C.
421.
421A.
422.
423.
424.
425.
426.
427.
428.
429.
430.
431.
432.
433.
434.
434A.
434B.
434C.
434D.
434E.
434F.
434G.
Definitions
Application of Part
Persons not to act as receivers
Court may declare whether controller is validly acting
Liability of controller
Liability of controller under pre-existing agreement about property used by corporation
Powers of receiver
Controller's duty of care in exercising power of sale
Court may authorise managing controller to dispose of property despite prior security interest
Receiver's power to carry on corporation's business during winding up
Managing controller's duties in relation to bank accounts and financial records
Managing controller to report within 2 months about corporation's affairs
Reports by receiver or managing controller
Supervision of controller
Controller may apply to Court
Court's power to fix receiver's remuneration
Controller has qualified privilege in certain cases
Notification of matters relating to controller
Statement that receiver appointed or other controller acting
Officers to report to controller about corporation's affairs
Controller may require reports
Controller may inspect books
Lodging controller's accounts
Property subject to circulating security interest--payment of certain debts to have priority
Enforcing controller's duty to make returns
Court may remove controller for misconduct
Court may remove redundant controller
Effect of sections 434A and 434B
Appointment of 2 or more receivers of property of a corporation
Appointment of 2 or more receivers and managers of property of a corporation
Appointment of 2 or more controllers of property of a corporation
Appointment of 2 or more managing controllers of property of a corporation
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PART 5.3A----ADMINISTRATION OF A COMPANY'S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF COMPANY ARRANGEMENT
Division 1--Preliminary
435A.
435B.
435C.
Object of Part
Definitions
When administration begins and ends
Division 2--Appointment of administrator and first meeting of creditors
436A.
436B.
436C.
436D.
436DA.
436E.
436F.
436G.
Company may appoint administrator if board thinks it is or will become insolvent

Liquidator may appoint administrator
Secured party may appoint administrator
Company already under administration
Declarations by administrator--indemnities and relevant relationships
Purpose and timing of first meeting of creditors
Functions of committee of creditors
Membership of committee
437A.
437B.
437C.
437D.
437E.
437F.
Role of administrator
Administrator acts as company's agent
Powers of other officers suspended
Only administrator can deal with company's property
Order for compensation where officer involved in void transaction
Effect of administration on company's members
Division 3--Administrator assumes control of company's affairs
Division 4--Administrator investigates company's affairs

438A.
438B.
438C.
438D.
438E.
Administrator to investigate affairs and consider possible courses of action

Directors to help administrator
Administrator's rights to company's books
Reports by administrator
Administrator's accounts
Division 5--Meeting of creditors decides company's future
439A.
439B.
439C.
Administrator to convene meeting and inform creditors

Conduct of meeting
What creditors may decide
440A.
440B.
440D.
440E.
440F.
440G.
440H.
440J.
440JA.
Winding up company
Restrictions on exercise of third party property rights
Stay of proceedings
Administrator not liable in damages for refusing consent
Suspension of enforcement process
Duties of court officer in relation to property of company
Lis pendens taken to exist
Administration not to trigger liability of director or relative under guarantee of company's liability
Property subject to a banker's lien--exemption from this Division
Division 6--Protection of company's property during administration
Division 7--Rights of secured party, owner or lessor

Subdivision A--General
441.
Application of Division
Subdivision B--Property subject to security interests
441AA.
441A.
441B.
441C.
441D.
441E.
441EA.
Application of Subdivision--PPSA security interests

Secured party acts before or during decision period
Where enforcement of security interest begins before administration
Security interest in perishable property
Court may limit powers of secured party etc. in relation to secured property
Giving a notice under a security agreement etc.
Sale of property subject to a possessory security interest
Subdivision C--Property not subject to security interests
441EB.
441F.
441G.
441H.
441J.
Scope of Subdivision
Where recovery of property begins before administration
Recovering perishable property
Court may limit powers of receiver etc. in relation to property used by company
Giving a notice under an agreement about property
Division 8--Powers of administrator
442A.
442B.
442C.
442CA.
442CB.
442CC.
442D.
442E.
442F.
Additional powers of administrator

Dealing with property subject to circulating security interests
When administrator may dispose of encumbered property
Property subject to a possessory security interest--inspection or examination by potential purchasers etc.
Property subject to a security interest or to a retention of title clause--administrator's duty of care in exercising power of sale
Proceeds of sale of property
Administrator's powers subject to powers of secured party, receiver or controller
Administrator has qualified privilege
Protection of persons dealing with administrator
Division 9--Administrator's liability and indemnity for debts of administration
Subdivision A--Liability
443A.
443B.
443BA.
443C.
General debts
Payments for property used or occupied by, or in the possession of, the company
Certain taxation liabilities
Administrator not otherwise liable for company's debts
443D.
443E.
Right of indemnity
Right of indemnity has priority over other debts
Subdivision B--Indemnity
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443F.
Lien to secure indemnity
444A.
444B.
444C.
444D.
444DA.
444DB.
444E.
444F.
444G.
444GA.
444H.
444J.
Effect of creditors' resolution

Execution of deed
Creditor etc. not to act inconsistently with deed before its execution
Effect of deed on creditors
Giving priority to eligible employee creditors
Superannuation contribution debts not admissible to proof
Protection of company's property from persons bound by deed
Court may limit rights of secured creditor or owner or lessor
Effect of deed on company, officers and members
Transfer of shares
Extent of release of company's debts
Guarantees and indemnities
Division 10--Execution and effect of deed of company arrangement
Division 11--Variation, termination and avoidance of deed

445A.
445B.
445C.
445CA.
445D.
445E.
445F.
445FA.
445G.
445H.
Variation of deed by creditors

Court may cancel variation
When deed terminates
When creditors may terminate deed
When Court may terminate deed
Creditors may terminate deed and resolve that company be wound up
Meeting of creditors to consider proposed variation or termination of deed
Notice of termination of deed
When Court may void or validate deed
Effect of termination or avoidance
Division 11A--Deed administrator's accounts
445J.
Deed administrator's accounts

Division 12--Transition to creditors' voluntary winding up
446A.
446B.
446C.
Administrator becomes liquidator in certain cases

Regulations may provide for transition in other cases
Liquidator may require submission of a report about the company's affairs
Division 13--Powers of Court
447A.
447B.
447C.
447D.
447E.
447F.
General power to make orders

Orders to protect creditors during administration
Court may declare whether administrator validly appointed
Administrator may seek directions
Supervision of administrator of company or deed
Effect of Division
Division 14--Qualifications of administrators
448A.
448B.
448C.
448D.
Appointee must consent

Administrator must be registered liquidator
Disqualification of person connected with company
Disqualification of insolvent under administration
Division 15--Removal, replacement and remuneration of administrator
449A.
449B.
449C.
449CA.
449D.
449E.
Appointment of administrator cannot be revoked

Court may remove administrator
Vacancy in office of administrator of company
Declarations by administrator--indemnities and relevant relationships
Vacancy in office of administrator of deed of company arrangement
Remuneration of administrator
Division 16--Notices about steps taken under Part
450A.
450B.
450C.
450D.
450E.
450F.
Appointment of administrator
Execution of deed of company arrangement
Failure to execute deed of company arrangement
Termination of deed of company arrangement
Notice in public documents etc. of company
Effect of contravention of this Division
Division 17--Miscellaneous
451A.
451B.
451C.
451D.
Appointment of 2 or more administrators of company

Appointment of 2 or more administrators of deed of company arrangement
Effect of things done during administration of company
Time for doing act does not run while act prevented by this Part
PART 5.4----WINDING UP IN INSOLVENCY

Division 1--When company to be wound up in insolvency
459A.
459B.
459C.
459D.
Order that insolvent company be wound up in insolvency

Order made on application under section 234, 462 or 464
Presumptions to be made in certain proceedings
Contingent or prospective liability relevant to whether company solvent
Division 2--Statutory demand
459E.
459F.
Creditor may serve statutory demand on company

When company taken to fail to comply with statutory demand
Division 3--Application to set aside statutory demand
459G.
459H.
459J.
459K.
459L.
459M.
459N.
Company may apply

Determination of application where there is a dispute or offsetting claim
Setting aside demand on other grounds
Effect of order setting aside demand
Dismissal of application
Order subject to conditions
Costs where company successful
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Division 4--Application for order to wind up company in insolvency
459P.
459Q.
459R.
459S.
459T.
Who may apply for order under section 459A

Application relying on failure to comply with statutory demand
Period within which application must be determined
Company may not oppose application on certain grounds
Application to wind up joint debtors in insolvency
PART 5.4A----WINDING UP BY THE COURT ON OTHER GROUNDS

461.
462.
464.
General grounds on which company may be wound up by Court

Standing to apply for winding up
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
465.
Definitions
Division 1--General
465A.
465B.
465C.
466.
467.
467A.
467B.
468.
468A.
469.
470.
Notice of application
Substitution of applicants
Applicant to be given notice of grounds for opposing application
Payment of preliminary costs etc.
Court's powers on hearing application
Effect of defect or irregularity on application under Part 5.4 or 5.4A
Court may order winding up of company that is being wound up voluntarily
Avoidance of dispositions of property, attachments etc.
Effect of winding up on company's members
Application to be lis pendens
Certain notices to be lodged
471.
471A.
471B.
471C.
Effect on creditors and contributories

Powers of other officers suspended during winding up
Stay of proceedings and suspension of enforcement process
Secured creditor's rights not affected
Division 1A--Effect of winding up order
Division 2--Court-appointed liquidators

472.
473.
474.
475.
476.
477.
478.
479.
480.
481.
Court to appoint official liquidator

General provisions about liquidators
Custody and vesting of company's property
Report as to company's affairs to be submitted to liquidator
Preliminary report by liquidator
Powers of liquidator
Application of property; list of contributories
Exercise and control of liquidator's powers
Release of liquidator and deregistration of company
Orders for release or deregistration
Division 3--General powers of Court
Subdivision A--General powers
482.
483.
484.
485.
486.
486A.
486B.
487.
488.
489.
Power to stay or terminate winding up

Delivery of property to liquidator
Appointment of special manager
Claims of creditors and distribution of property
Inspection of books by creditors and contributories
Court may make order to prevent officer or related entity from avoiding liability to company
Warrant to arrest person who is absconding, or who has dealt with property or books, in order to avoid obligations in connection with
Power to arrest absconding contributory
Delegation to liquidator of certain powers of Court
Powers of Court cumulative
Subdivision B--Procedures relating to section 486B warrants
489A.
489B.
489C.
489D.
489E.
Arrest of person subject to warrant

Procedure after arrest
Procedure on remand on bail
Court's power to make orders under section 486A, 598 or 1323
Jurisdiction under this Subdivision
PART 5.4C----WINDING UP BY ASIC

489EA.
489EB.
489EC.
ASIC may order the winding up of a company

Deemed resolution that company be wound up voluntarily
Appointment of liquidator
PART 5.5----VOLUNTARY WINDING UP

489F.
Definitions
Division 1--Resolution for winding up
490.
491.
493.
493A.
494.
When company cannot wind up voluntarily

Circumstances in which company may be wound up voluntarily
Effect of voluntary winding up
Effect of voluntary winding up on company's members
Declaration of solvency
Division 2--Members' voluntary winding up
495.
496.
Liquidators
Duty of liquidator where company turns out to be insolvent
Division 3--Creditors' voluntary winding up
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497.
498.
499.
500.

Meeting of creditors
Power to adjourn meeting
Liquidators
Execution and civil proceedings
Division 4--Voluntary winding up generally
501.
502.
503.
504.
505.
506.
506A.
507.
508.
509.
510.
511.
Distribution of property of company

Appointment of liquidator
Removal of liquidator
Review of liquidator's remuneration
Acts of liquidator valid etc.
Powers and duties of liquidator
Declarations by liquidator--relevant relationships
Power of liquidator to accept shares etc. as consideration for sale of property of company
Annual obligations of liquidator--meeting or report
Final meeting and deregistration
Arrangement: when binding on creditors
Application to Court to have questions determined or powers exercised
PART 5.6----WINDING UP GENERALLY

513.
513AA.
Application of Part
Definitions
513A.
513B.
513C.
513D.
Winding up ordered by the Court

Voluntary winding up
Section 513C day in relation to an administration under Part 5.3A
Validity of proceedings in earlier winding up
514.
515.
516.
517.
518.
519.
520.
521.
522.
523.
524.
526.
527.
528.
529.
Where Division applies

General liability of contributory
Company limited by shares
Company limited by guarantee
Company limited both by shares and by guarantee
Exceptions for former unlimited company
Past member: later debts
Person ceasing to be a member a year or more before winding up
Present members to contribute first
Past member of former unlimited company
Past member of former limited company
Liability on certain contracts
Nature of contributory's liability
Death of contributory
Bankruptcy of contributory
Division 1A--When winding up taken to begin
Division 2--Contributories
Division 3--Liquidators
530.
530AA.
530A.
530B.
530C.
531.
532.
533.
534.
535.
536.
537.
538.
539.
540.
Appointment of 2 or more liquidators of a company

Appointment of 2 or more provisional liquidators of a company
Officers to help liquidator
Liquidator's rights to company's books
Warrant to search for, and seize, company's property or books
Books to be kept by liquidator
Disqualification of liquidator
Reports by liquidator
Prosecution by liquidator of delinquent officers and members
When liquidator has qualified privilege
Supervision of liquidators
Notice of appointment and address of liquidator
Regulations relating to money etc. received by liquidator
Liquidator's accounts
Liquidator to remedy defaults
Division 4--General
541.
542.
543.
544.
545.
546.
547.
Notification that company is in liquidation

Books of company
Investment of surplus funds on general account
Unclaimed money to be paid to ASIC
Expenses of winding up where property insufficient
Resolutions passed at adjourned meetings of creditors and contributories
Meetings to ascertain wishes of creditors or contributories
Division 5--Committees of inspection
548.
548A.
549.
550.
551.
552.
Convening of meetings by liquidator for appointment of committee of inspection--company not in pooled group
Convening of meeting for appointment of committee of inspection--pooled group
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
Division 6--Proof and ranking of claims
Subdivision A--Admission to proof of debts and claims
553.
553A.
553AA.
553AB.
553B.
553C.
553D.
553E.
Debts or claims that are provable in winding up

Member cannot prove debt unless contributions paid
Selling shareholder cannot prove debt unless documents given
Superannuation contribution debts not admissible to proof
Insolvent companies--penalties and fines not generally provable
Insolvent companies--mutual credit and set-off
Debts or claims may be proved formally or informally
Application of Bankruptcy Act to winding up of insolvent company
Subdivision B--Computation of debts and claims
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554.
554A.
554B.
554C.

General rule--compute amount as at relevant date
Determination of value of debts and claims of uncertain value
Discounting of debts payable after relevant date
Conversion into Australian currency of foreign currency debts or claims
Subdivision C--Special provisions relating to secured creditors of insolvent companies
554D.
554E.
554F.
554G.
554H.
554J.
Application of Subdivision
Proof of debt by secured creditor
Redemption of security interest by liquidator
Amendment of valuation
Repayment of excess
Subsequent realisation of security interest
Subdivision D--Priorities
555.
556.
558.
559.
560.
561.
562.
562A.
563.
563AA.
563A.
563AAA.
Debts and claims proved to rank equally except as otherwise provided

Priority payments
Debts due to employees
Debts of a class to rank equally
Advances for company to make priority payments in relation to employees
Priority of employees' claims over circulating security interests
Application of proceeds of contracts of insurance
Application of proceeds of contracts of reinsurance
Provisions relating to injury compensation
Seller under a buy-back agreement
Postponing subordinate claims
Redemption of debentures
Subdivision E--Miscellaneous
563B.
563C.
564.
Interest on debts and claims from relevant date to date of payment

Debt subordination
Power of Court to make orders in favour of certain creditors
565.
566.
567.
Undue preference
Effect of floating charge
Liquidator's right to recover in respect of certain transactions
Division 7--Effect on certain transactions
Division 7A--Disclaimer of onerous property

568.
568A.
568B.
568C.
568D.
568E.
568F.
Disclaimer by liquidator; application to Court by party to contract

Liquidator must give notice of disclaimer
Application to set aside disclaimer before it takes effect
When disclaimer takes effect
Effect of disclaimer
Application to set aside disclaimer after it has taken effect
Court may dispose of disclaimed property
569.
570.
Executions, attachments etc. before winding up

Duties of sheriff after receiving notice of application
Division 7B--Effect on enforcement process against company's property
Division 8--Pooling
Subdivision A--Pooling determinations
571.
572.
573.
574.
575.
576.
577.
578.
579.
579A.
579B.
579C.
579D.
Pooling determination
Variation of pooling determination
Lodgment of copy of pooling determination etc.
Eligible unsecured creditors must approve the making or variation of a pooling determination
Members' voluntary winding up--copy of notice etc. to be given to each member of the company
Conduct of meeting
Eligible unsecured creditors may decide to approve the determination or variation
When pooling determination comes into force etc.
Duties of liquidator
Court may vary or terminate pooling determination
Court may cancel or confirm variation
When Court may void or validate pooling determination
Effect of termination or avoidance
579E.
579F.
579G.
579H.
579J.
579K.
579L.
Pooling orders
Variation of pooling orders
Court may make ancillary orders etc.
Variation of ancillary orders etc.
Notice of application for pooling order etc.
Notice of pooling order etc.
Consolidated meetings of creditors
Subdivision B--Pooling orders
Subdivision C--Other provisions

579M.
579N.
579P.
579Q.
When debts or claims are provable in winding up

Group of companies
Secured debt may become unsecured
Eligible unsecured creditor
580.
581.
Definitions
Courts to act in aid of each other
Division 9--Co-operation between Australian and foreign courts in external administration matters
PART 5.7----WINDING UP BODIES OTHER THAN COMPANIES

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

Outstanding property of defunct registrable body
PART 5.7B----RECOVERING PROPERTY OR COMPENSATION FOR THE BENEFIT OF CREDITORS OF INSOLVENT COMPANY
588C.
588D.
588E.
588F.
Definitions
Secured debt may become unsecured
Presumptions to be made in recovery proceedings
Certain taxation liabilities taken to be debts
588FA.
588FB.
588FC.
588FD.
588FDA.
588FE.
588FF.
588FG.
588FGA.
588FGB.
588FH.
588FI.
588FJ.
Unfair preferences
Uncommercial transactions
Insolvent transactions
Unfair loans to a company
Unreasonable director-related transactions
Voidable transactions
Courts may make orders about voidable transactions
Transaction not voidable as against certain persons
Directors to indemnify Commissioner of Taxation if certain payments set aside
Defences in proceedings under section 588FGA
Liquidator may recover from related entity benefit resulting from insolvent transaction
Creditor who gives up benefit of unfair preference may prove for preferred debt
Circulating security interest created within 6 months before relation-back day
588FK.
588FL.
588FM.
588FN.
588FO.
Interpretation and application

Vesting of PPSA security interests if collateral not registered within time
Extension of time for registration
PPSA security interests unaffected by section 588FL
Certain lessors, bailors and consignors entitled to damages
588FP.
Security interests in favour of an officer of a company etc. void
Division 2--Voidable transactions
Division 2A--Vesting of PPSA security interests if not continuously perfected
Division 2B--Security interests in favour of company officers etc
Division 3--Director's duty to prevent insolvent trading

588G.
588H.
Director's duty to prevent insolvent trading by company

Defences
Division 4--Director liable to compensate company
Subdivision A--Proceedings against director
588J.
588K.
588L.
588M.
588N.
588P.
588Q.
On application for civil penalty order, Court may order compensation

Criminal court may order compensation
Enforcement of order under section 588J or 588K
Recovery of compensation for loss resulting from insolvent trading
Avoiding double recovery
Effect of sections 588J, 588K and 588M
Certificates evidencing contravention
Subdivision B--Proceedings by creditor
588R.
588S.
588T.
588U.
Creditor may sue for compensation with liquidator's consent

Creditor may give liquidator notice of intention to sue for compensation
When creditor may sue for compensation without liquidator's consent
Events preventing creditor from suing
Division 5--Liability of holding company for insolvent trading by subsidiary
588V.
588W.
588X.
When holding company liable

Recovery of compensation for loss resulting from insolvent trading
Defences
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
PART 5.8----OFFENCES
589.
590.
592.
593.
594.
595.
596.
Interpretation and application

Offences by officers of certain companies
Incurring of certain debts; fraudulent conduct
Powers of Court
Certain rights not affected
Inducement to be appointed liquidator etc. of company
Frauds by officers
PART 5.8A----EMPLOYEE ENTITLEMENTS

596AA.
596AB.
596AC.
596AD.
596AE.
596AF.
596AG.
596AH.
596AI.
Object and coverage of Part

Entering into agreements or transactions to avoid employee entitlements
Person who contravenes section 596AB liable to compensate for loss
Avoiding double recovery
Effect of section 596AC
Employee may sue for compensation with liquidator's consent
Employee may give liquidator notice of intention to sue for compensation
When employee may sue for compensation without liquidator's consent
Events preventing employee from suing
PART 5.9----MISCELLANEOUS
Division 1--Examining a person about a corporation
596A.
Mandatory examination
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596B.
596C.
596D.
596E.
596F.
597.
597A.
597B.

Discretionary examination
Affidavit in support of application under section 596B
Content of summons
Notice of examination
Court may give directions about examination
Conduct of examination
When Court is to require affidavit about corporation's examinable affairs
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
600AA.
600A.
600B.
600C.
600D.
600E.
600F.
600G.
600H.
Duty of receiver, administrator or liquidator--parental leave pay

Powers of Court where outcome of voting at creditors' meeting determined by related entity
Review by Court of resolution of creditors passed on casting vote of person presiding at meeting
Court's powers where proposed resolution of creditors lost as casting vote of person presiding at meeting
Interim order on application under section 600A, 600B or 600C
Order under section 600A or 600B does not affect act already done pursuant to resolution
Limitation on right of suppliers of essential services to insist on payment as condition of supply
Electronic methods of giving or sending certain notices etc.
Rights if claim against the company postponed
CHAPTER 5A--Deregistration, and transfer of registration, of companies
PART 5A.1----DEREGISTRATION
601.
601AA.
601AB.
601AC.
601AD.
601AE.
601AF.
601AG.
601AH.
Definitions
Deregistration--voluntary
Deregistration--ASIC initiated
Deregistration--following amalgamation or winding up
Effect of deregistration
What the Commonwealth or ASIC does with the property
The Commonwealth's and ASIC's power to fulfil outstanding obligations of deregistered company
Claims against insurers of deregistered company
Reinstatement
PART 5A.2----TRANSFER OF REGISTRATION

601AI.
601AJ.
601AK.
601AL.
Transferring registration
Applying to transfer registration
ASIC makes transfer of registration declaration
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
601BA.
601BB.
601BC.
601BD.
601BE.
601BF.
601BG.
601BH.
601BJ.
601BK.
601BL.
Bodies corporate may be registered as certain types of companies

Bodies registered as proprietary companies
Applying for registration under this Part
ASIC gives body ACN, registers as company and issues certificate
Registered office
Name
Constitution
Modifications of constitution
ASIC may direct company to apply for Court approval for modifications of constitution
Establishing registers and minute books
Registration of registered bodies
601BM.
601BN.
601BP.
601BQ.
601BR.
601BS.
Effect of registration under this Part

Liability of members on winding up
Bearer shares
References in pre-registration contracts and other documents to par value in existing contracts and documents
First AGM
Division 2--Operation of this Act
PART 5B.2----REGISTRABLE BODIES

601C.
Definitions
601CA.
601CB.
601CC.
When a registrable Australian body may carry on business in this jurisdiction and outside its place of origin
Application for registration
Cessation of business etc.
Division 1--Registrable Australian bodies
Division 2--Foreign companies

601CD.
601CDA.
601CE.
601CF.
601CG.
601CH.
601CJ.
601CK.
601CL.
601CM.
601CN.
601CP.
601CQ.
When a foreign company may carry on business in this jurisdiction

Limited disclosure if place of origin is a prescribed country
Application for registration
Appointment of local agent
Local agent: how appointed
Local agent: how removed
Liability of local agent
Balance-sheets and other documents
Cessation of business etc.
Register of members of foreign company
Register kept under section 601CM
Notifying ASIC about register kept under section 601CM
Effect of right to acquire shares compulsorily
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601CR.
601CS.
Index of members and inspection of registers

Certificate as to shareholding
601CTA.
601CT.
601CU.
601CV.
601CW.
601CX.
601CY.
Limited disclosure if place of origin is a prescribed country

Registered office
Certificate of registration
Notice of certain changes
Body's name etc. must be displayed at office and place of business
Service of documents on registered body
Power to hold land
Division 3--Bodies registered under this Part
Division 4--Register of debenture holders for non-companies

601CZA.
601CZB.
601CZC.
601CZD.
Certain documents are debentures

Register of debenture holders to be maintained by non-companies
Location of register
Application of sections 173 to 177
PART 5B.3----NAMES OF REGISTRABLE AUSTRALIAN BODIES AND FOREIGN COMPANIES

601DA.
601DB.
601DC.
601DD.
601DE.
601DF.
601DG.
601DH.
601DJ.
Reserving a name
Acceptable abbreviations
When a name is available
Registered Australian bodies and registered foreign companies can carry on business with some names only
Using a name and ARBN
Exception to requirement to have ARBN on receipts
Regulations may exempt from requirement to set out information on documents
Notice of name change must be given to ASIC
ASIC's power to direct a registered name be changed
CHAPTER 5C--Managed investment schemes
PART 5C.1----REGISTRATION OF MANAGED INVESTMENT SCHEMES

601EA.
601EB.
601EC.
601ED.
601EE.
Applying for registration

Registration of managed investment scheme
All documents etc. lodged with ASIC to bear ARSN or ABN
When a managed investment scheme must be registered
Unregistered schemes may be wound up
PART 5C.2----THE RESPONSIBLE ENTITY

Division 1--Responsibilities and powers
601FA.
601FB.
601FC.
601FD.
601FE.
601FF.
601FG.
601FH.
Responsible entity to be public company and hold Australian financial services licence
Responsible entity to operate scheme
Duties of responsible entity
Duties of officers of responsible entity
Duties of employees of responsible entity
Surveillance checks by ASIC
Acquisition of interest in scheme by responsible entity
Liquidator etc. of responsible entity entitled to exercise indemnity rights
Division 2--Changing the responsible entity
601FJ.
601FK.
601FL.
601FM.
601FN.
601FP.
601FQ.
Changes only take effect when ASIC alters record of registration

Requirements of section 601FA must be met
Retirement of responsible entity
Removal of responsible entity by members
ASIC or scheme member may apply to Court for appointment of temporary responsible entity
Appointment of temporary responsible entity by Court
Temporary responsible entity to take steps for appointment of new responsible entity
601FR.
601FS.
601FT.
Former responsible entity to hand over books and provide reasonable assistance
Rights, obligations and liabilities of former responsible entity
Effect of change of responsible entity on documents etc. to which former responsible entity is party
Division 3--Consequences of change of responsible entity
PART 5C.3----THE CONSTITUTION

601GA.
601GB.
601GC.
Contents of the constitution

Constitution must be legally enforceable
Changing the constitution
PART 5C.4----THE COMPLIANCE PLAN

601HA.
601HB.
601HC.
601HD.
601HE.
601HF.
601HG.
601HH.
601HI.
Contents of the compliance plan

Compliance plan may incorporate provisions from another scheme's plan
Directors must sign lodged copy of compliance plan
ASIC may require further information about compliance plan
Changing the compliance plan
ASIC may require consolidation of compliance plan to be lodged
Audit of compliance plan
Action on change of auditor of compliance plan
PART 5C.5----THE COMPLIANCE COMMITTEE

601JA.
601JB.
601JC.
601JD.
601JE.
601JF.
601JG.
601JH.
601JJ.
When is a compliance committee required?

Membership of compliance committee
Functions of compliance committee
Duties of members
Compliance committee members have qualified privilege in certain cases
When can responsible entity indemnify compliance committee members?
When can responsible entity pay insurance premiums for compliance committee members?
Proceedings of compliance committee
Disclosure of interests
PART 5C.6----MEMBERS' RIGHTS TO WITHDRAW FROM A SCHEME
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601KA.
601KB.
601KC.
601KD.
601KE.

Members' rights to withdraw
Non-liquid schemes--offers
Non-liquid schemes--only one withdrawal offer to be open at any time
Non-liquid schemes--how payments are to be made
Non-liquid schemes--responsible entity may cancel withdrawal offer
PART 5C.7----RELATED PARTY TRANSACTIONS

601LA.
601LB.
601LC.
601LD.
601LE.
Chapter 2E applies with modifications

Replacement section 207
Replacement section 208
Omission of sections 213, 214 and 224
Modification of section 225
PART 5C.8----EFFECT OF CONTRAVENTIONS (CIVIL LIABILITY AND VOIDABLE CONTRACTS)

601MA.
601MB.
Civil liability of responsible entity to members

Voidable contracts where subscription offers and invitations contravene this Act
PART 5C.9----WINDING UP
601NA.
601NB.
601NC.
601ND.
601NE.
601NF.
601NG.
Winding up required by scheme's constitution

Winding up at direction of members
Winding up if scheme's purpose accomplished or cannot be accomplished
Winding up ordered by Court
The winding up of the scheme
Other orders about winding up
Unclaimed money to be paid to ASIC
PART 5C.10----DEREGISTRATION
601PA.
601PB.
601PC.
Deregistration--voluntary
Deregistration by ASIC
Reinstatement
PART 5C.11----EXEMPTIONS AND MODIFICATIONS

601QA.
601QB.
ASIC's power to make exemption and modification orders

CHAPTER 5D--Licensed trustee companies
PART 5D.1----PRELIMINARY
601RAA.
601RAB.
601RAC.
601RAD.
601RAE.
Definitions
Meaning of trustee company and client of trustee company
Meaning of traditional trustee company services and estate management functions
Meaning of person with a proper interest
Interaction between trustee company provisions and State and Territory laws
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
601SBA. Licensed trustee company not required to file accounts
601SBB. Licensed trustee company may be required to provide account in relation to estate
601SBC. Court may order audit
Division 3--Common funds
601SCA. Common funds of licensed trustee companies
601SCAA.Common funds that are also registered schemes
601SCB. Obligations relating to common funds
601SCC. Regulations relating to establishment or operation of common funds
601SCD. Arm's length transactions
PART 5D.3----REGULATION OF FEES CHARGED BY LICENSED TRUSTEE COMPANIES
Division 1--Disclosure of fees
601TAA. Schedule of fees to be published and available
601TAB. Disclosure to clients of changed fees
Division 2--General provisions about charging fees
601TBA.
601TBB.
601TBC.
601TBD.
601TBE.
Charging of fees for the provision of traditional trustee company services

Part does not prevent charging of fees as agreed etc.
Part does not prevent charging fee for provision of account
Part does not prevent reimbursement
Estate management functions: payment of fees out of estate
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.
601TDB.
601TDC.
601TDD.
601TDE.
Subdivision applies to new client charitable trusts

What the trustee company may charge
Option 1: capital commission and income commission
Option 2: annual management fee
Additional amount if trust money is in a common fund
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601TDF. Additional amount for preparation of returns etc.

Subdivision B--Existing client charitable trusts
601TDG.
601TDH.
601TDI.
601TDJ.
Subdivision applies to existing client charitable trusts

Trustee company not to charge more than was being charged before section commenced
Additional amount if trust money is in a common fund
Additional amount for preparation of returns etc.
601TEA. Power of the Court with respect to excessive fees

601TEB. Directors' fees
PART 5D.4----DUTIES OF OFFICERS AND EMPLOYEES OF LICENSED TRUSTEE COMPANIES
601UAA. Duties of officers of licensed trustee company
601UAB. Duties of employees of licensed trustee company
PART 5D.5----LIMIT ON CONTROL OF LICENSED TRUSTEE COMPANIES
Division 1--15% voting power limit
601VAA.
601VAB.
601VAC.
601VAD.
Meaning of unacceptable control situation

Acquisitions of shares
Remedial orders
Injunctions
601VBA.
601VBB.
601VBC.
601VBD.
601VBE.
601VBF.
601VBG.
601VBH.
601VBI.
Application for approval to exceed 15% voting power limit

Approval of application
Duration of approval
Conditions of approval
Varying percentage approved
Revoking an approval
Minister may require further information from applicants
Minister may seek views of licensed trustee company and its clients
Time limit for Minister's decision
Division 2--Approval to exceed 15% voting power limit
Division 3--Other matters

601VCA. Acquisition of property
601VCB. Interests of clients to be viewed as a group
601VCC. Anti-avoidance
PART 5D.6----ASIC-APPROVED TRANSFERS OF ESTATE ASSETS AND LIABILITIES
601WAA. Definitions
Division 2--Transfer of estate assets and liabilities
601WBA.
601WBB.
601WBC.
601WBD.
601WBE.
601WBF.
601WBG.
601WBH.
601WBI.
601WBJ.
601WBK.
Transfer determinations
When consent of receiving company is in force
Complementary State or Territory legislation
Minister's power to decide that his or her consent is not required
Determinations may impose conditions
Notice of determination
Certificate of transfer
Notice of certificate
Time and effect of transfer
Substitution of trustee company
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.
601WCB.
601WCC.
601WCD.
601WCE.
601WCF.
601WCG.
601WCH.
Certificates evidencing operation of Act etc.

Certificates in relation to land and interests in land
Certificates in relation to other assets
Documents purporting to be certificates
Construction of references to transferring company
Income or other distribution received by transferring company
Access to books
Minister or ASIC may seek views of trustee company and its clients
601WDA. Transferring company required to contact certain persons

PART 5D.7----CONTRAVENTIONS AND HOLDING OUT
601XAA. Civil liability of licensed trustee companies
601XAB. Prohibition on holding out
PART 5D.8----EXEMPTIONS AND MODIFICATIONS
601YAA. Exemptions and modifications by ASIC
601YAB. Exemptions and modifications by regulations
CHAPTER 6--Takeovers
602.
602A.
603.
604.
605.
Purposes of Chapter
Substantial interest concept
Chapter extends to some listed bodies that are not companies
Chapter extends to listed managed investment schemes
Classes of securities
PART 6.1----PROHIBITED ACQUISITIONS OF RELEVANT INTERESTS IN VOTING SHARES

606.
Prohibition on certain acquisitions of relevant interests in voting shares
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607.
608.
609.
610.

Effect on transactions
Relevant interests in securities
Situations not giving rise to relevant interests
Voting power in a body or managed investment scheme
PART 6.2----EXCEPTIONS TO THE PROHIBITION

611.
612.
613.
615.
Exceptions to the prohibition

Effect of non-compliance with takeover rules for exceptions 1 to 4
Bidder not to exercise voting rights if failure to send bids for off-market acquisition--exception 2 or 3
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.
618.
619.
620.
Securities covered by the bid

Offers must be for all or a proportion of securities in the bid class
General terms of the offer
Off-market bid (offer formalities)
Division 2--Consideration for the offer
621.
622.
623.
Consideration offered
Escalation agreements
Collateral benefits not allowed
Division 3--The offer period
624.
Offer period
625.
626.
627.
628.
629.
630.
Conditional offers--general
Maximum acceptance conditions in off-market bids
Discriminatory conditions not allowed for off-market bids
Conditions requiring payments to officers of target not allowed in off-market bids
Conditions turning on bidder's or associate's opinion not allowed in off-market bids
Defeating conditions
Division 4--Conditional offers
PART 6.5----THE TAKEOVER PROCEDURE

Division 1--The overall procedure
631.
632.
633.
634.
635.
Proposing or announcing a bid

Overview of steps in an off-market bid
Detailed steps in an off-market bid
Overview of steps in a market bid
Detailed steps in a market bid
Division 2--The bidder's statement
636.
637.
Bidder's statement content

Bidder's statement formalities
638.
639.
640.
641.
642.
Target's statement content

Target's statement formalities
Expert's report to accompany target's statement if bidder connected with target
Target must inform bidder about securities holdings
Expenses of directors of target companies
643.
644.
645.
646.
647.
Supplementary bidder's statement

Supplementary target's statement
Form of supplementary statement
Consequences of lodging a supplementary statement
To whom supplementary statement must be sent
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
648A.
Experts' reports
Subdivision B--Sending documents to holders of securities
648B.
648C.
Address at which bidder may send documents to holders of securities

Manner of sending documents to holders of securities
Subdivision C--Effect of proportional takeover approval provisions
648D.
648E.
648F.
648G.
648H.
Constitution may contain proportional takeover approval provisions

Resolution to be put if proportional bid made
Effect of rejection of approval resolution
Including proportional takeover provisions in constitution
Effect of Subdivision
PART 6.6----VARIATION OF OFFERS

Division 1--Market bids
649A.
649B.
649C.
General
Market bids--raising bid price
Market bids--extending the offer period
Division 2--Off-market bids (express variation by bidder)
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650A.
650B.
650C.
650D.
650E.
650F.
650G.

General
Off-market bids--consideration offered
Off-market bids--extension of offer period
Off-market bids--method of making variation
Right to withdraw acceptance
Freeing off-market bids from defeating conditions
Contracts and acceptances void if defeating condition not fulfilled
Division 3--Off-market bids (automatic variations)
651A.
651B.
651C.
Off-market bid--effect on bid consideration of purchases made outside bid

How to make an election for new forms of consideration
Returning securities as part of election
PART 6.7----WITHDRAWAL AND SUSPENSION OF OFFERS

652A.
652B.
652C.
Withdrawal of unaccepted offers under takeover bid

Withdrawal of takeover offers with ASIC consent
Withdrawal of market bids
PART 6.8----ACCEPTANCES
653A.
653B.
Acceptance of offers made under off-market bid

Acceptances by transferees and nominees of offers made under off-market bid
PART 6.9----OTHER ACTIVITIES DURING THE BID PERIOD

654A.
654B.
654C.
Bidder not to dispose of securities during the bid period

Disclosures about substantial shareholdings in listed companies
Disclosures about substantial shareholdings in unlisted companies
PART 6.10----REVIEW AND INTERVENTION

Division 1--ASIC's power to exempt and modify
655A.
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.
656B.
Review of exercise of exemption or modification powers

Operation and implementation of a decision that is subject to review
Subdivision B--Unacceptable circumstances
657A.
657B.
657C.
657D.
657E.
657EA.
657EB.
657F.
657G.
657H.
Declaration of unacceptable circumstances

When Panel may make declaration
Applying for declarations and orders
Orders that Panel may make following declaration
Interim orders
Internal Panel reviews
References by Courts
Offence to contravene Panel order
Orders by the Court where contravention or proposed contravention of Panel order
ASIC may publish report about application to Panel or Court
Subdivision C--General provisions
658A.
658B.
658C.
658D.
Power of Panel where a proceeding is frivolous or vexatious

Evidentiary value of findings of fact by Panel
Panel's power to make rules
Inconsistency between Panel rules and ASIC exemption or declaration
Division 3--Court powers
659A.
659AA.
659B.
659C.
Panel may refer questions of law to the Court

Object of sections 659B and 659C
Court proceedings before end of bid period
Court proceedings after end of bid period
CHAPTER 6A--Compulsory acquisitions and buy-outs
660A.
660B.

Chapter extends to listed managed investment schemes
PART 6A.1----COMPULSORY ACQUISITIONS AND BUY-OUTS FOLLOWING TAKEOVER BID

Division 1--Compulsory acquisition of bid class securities
661A.
661B.
661C.
661D.
661E.
661F.
Compulsory acquisition power following takeover bid

Compulsory acquisition notice
Terms on which securities to be acquired
Holder may obtain names and addresses of other holders
Holder may apply to Court to stop acquisition
Signpost--completing the acquisition of the securities
Division 2--Compulsory buy-out of bid class securities
662A.
662B.
662C.
Bidder must offer to buy out remaining holders of bid class securities
Bidder to tell remaining holders of their right to be bought out
Right of remaining holder of securities in the bid class to be bought out
Division 3--Compulsory buy-out of convertible securities
663A.
663B.
663C.
Bidder must offer to buy out holders of convertible securities

Bidder to tell holders of convertible securities of their right to be bought out
Right of holders of convertible securities to be bought out
PART 6A.2----GENERAL COMPULSORY ACQUISITIONS AND BUY-OUTS
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Division 1--Compulsory acquisition of securities by 90% holder
664A.
664AA.
664B.
664C.
664D.
664E.
664F.
664G.
Threshold for general compulsory acquisition power

Time limit on exercising compulsory acquisition power
The terms for compulsory acquisition
Compulsory acquisition notice
Benefits outside compulsory acquisition procedure
Holder's right to object to the acquisition
The Court's power to approve acquisition
Signpost--completing the acquisition of the securities
665A.
665B.
665C.
100% holder must offer to buy out holders of convertible securities

100% holder to tell holders of convertible securities of their right to be bought out
Right of holders of convertible securities to be bought out
Division 2--Compulsory buy-out of convertible securities by 100% holder
PART 6A.3----COMPLETION OF COMPULSORY ACQUISITION OF SECURITIES

666A.
666B.
Completing the acquisition of securities

Statutory procedure for completion
PART 6A.4----EXPERTS' REPORTS AND VALUATIONS

667A.
667AA.
667B.
667C.
Expert's report
Expert to be nominated
Expert must not be an associate and must disclose prior dealings and relationships
Valuation of securities
PART 6A.5----RECORDS OF UNCLAIMED CONSIDERATION

668A.
668B.
Company's power to deal with unclaimed consideration for compulsory acquisition

Unclaimed consideration to be transferred to ASIC
PART 6A.6----ASIC POWERS

669.
CHAPTER 6B--Rights and liabilities in relation to Chapter 6 and 6A matters
670A.
670B.
670C.
670D.
670E.
670F.
Misstatements in, or omissions from, takeover and compulsory acquisition and buy-out documents
Right to recover for loss or damage resulting from contravention
People liable on takeover or compulsory acquisition statement to inform maker about deficiencies in the statement
Defences against prosecutions under subsection 670A(3) and actions under section 670B
Liability for proposing a bid or not carrying through with bid
Defences
CHAPTER 6C--Information about ownership of listed companies and managed investment schemes
671A.
PART 6C.1----SUBSTANTIAL HOLDING INFORMATION

671B.
671C.
Information about substantial holdings must be given to company, responsible entity and relevant market operator
Civil liability
PART 6C.2----TRACING BENEFICIAL OWNERSHIP OF SHARES

672A.
672B.
672C.
672D.
672DA.
672E.
672F.
Disclosure notices
Disclosure by member of relevant interests and instructions
ASIC may pass information on to person who made request
Fee for complying with a direction given by a company or scheme under this Part
Register of information about relevant interests in listed company or listed managed investment scheme
No notice of rights
Civil liability
PART 6C.3----ASIC POWERS

673.
CHAPTER 6CA--Continuous disclosure
674.
675.
676.
677.
678.
Continuous disclosure--listed disclosing entity bound by a disclosure requirement in market listing rules
Continuous disclosure--other disclosing entities
Sections 674 and 675--when information is generally available
Sections 674 and 675--material effect on price or value
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

700.
702.
703.
703A.
Coverage of the fundraising rules

Treatment of offers of options over securities
Chapter may not be contracted out of
Operating a clearing and settlement facility is not offering securities etc.
PART 6D.2----DISCLOSURE TO INVESTORS ABOUT SECURITIES

Division 1--Overview
704.
705.
When disclosure to investors is needed

Types of disclosure document
Division 2--Offers that need disclosure to investors
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706.
707.
708.
708AA.
708A.

Issue offers that need disclosure
Sale offers that need disclosure
Offers that do not need disclosure
Rights issues that do not need disclosure
Sale offers that do not need disclosure
Division 3--Types of disclosure documents
709.
Prospectuses, short-form prospectuses, profile statements and offer information statements
710.
711.
712.
713.
713A.
713B.
713C.
713D.
713E.
714.
715.
715A.
716.
Prospectus content--general disclosure test

Prospectus content--specific disclosures
Prospectus content--short form prospectuses
Special prospectus content rules for continuously quoted securities
Offer of simple corporate bonds
Simple corporate bonds--2-part simple corporate bonds prospectus
Simple corporate bonds--base prospectus
Simple corporate bonds--offer-specific prospectus
Simple corporate bonds--prospectus may refer to other material lodged with ASIC
Contents of profile statement
Contents of offer information statement
Presentation etc. of disclosure documents
Disclosure document date and consents
Division 4--Disclosure requirements
Division 5--Procedure for offering securities

717.
718.
719.
719A.
720.
721.
722.
723.
724.
725.
Overview of procedure for offering securities

Lodging of disclosure document
Lodging supplementary or replacement document--general
Lodging supplementary or replacement document--2-part simple corporate bonds prospectus
Consents needed for lodgment
Offer must be made in, or accompanied by, the disclosure document
Application money to be held on trust
Issuing or transferring the securities under a disclosure document
Choices open to person making the offer if disclosure document condition not met or disclosure document defective
Expiration of disclosure document
PART 6D.3----PROHIBITIONS, LIABILITIES AND REMEDIES

Division 1--Prohibitions and liabilities
726.
727.
728.
729.
730.
731.
732.
733.
734.
735.
736.
Offering securities in a body that does not exist

Offering securities without a current disclosure document
Misstatement in, or omission from, disclosure document
Right to recover for loss or damage resulting from contravention
People liable on disclosure document to inform person making the offer about deficiencies in the disclosure document
Due diligence defence for prospectuses
Lack of knowledge defence for offer information statements and profile statements
General defences for all disclosure documents
Restrictions on advertising and publicity
Obligation to keep consents and other documents
Securities hawking prohibited
Division 2--Remedies
737.
738.
Remedies for investors

Securities may be returned and refund obtained
PART 6D.4----ASIC'S POWERS

739.
740.
741.
ASIC stop orders

Anti-avoidance determinations
PART 6D.5----MISCELLANEOUS
742.
Exemptions and modifications by regulations
CHAPTER 7--Financial services and markets
Division 1--Object of Chapter and outline of Chapter
760A.
760B.
Object of Chapter
Outline of Chapter
Division 2--Definitions
761A.
761B.
761C.
761CA.
761D.
761E.
761EA.
761F.
761FA.
761G.
761GA.
761H.
Definitions
Meaning of arrangement--2 or more arrangements that together form a derivative or other financial product
Meaning of carry on a financial services business
Meaning of class and kind of financial products and financial services
Meaning of derivative
Meaning of issued, issuer, acquire and provide in relation to financial products
Meaning of margin lending facility, margin call and associated expressions
Meaning of person--generally includes a partnership
Meaning of person--generally includes multiple trustees
Meaning of retail client and wholesale client
Meaning of retail client--sophisticated investors
References to this Chapter include references to regulations or other instruments made for the purposes of this Chapter
Division 3--What is a financial product
Subdivision A--Preliminary
762A.
762B.
762C.
Overview of approach to defining what a financial product is

What if a financial product is part of a broader facility?
Meaning of facility
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Subdivision B--The general definition
763A.
763B.
763C.
763D.
763E.
General definition of financial product

When a person makes a financial investment
When a person manages financial risk
When a person makes non-cash payments
What if a financial product is only incidental?
Subdivision C--Specific inclusions
764A.
Specific things that are financial products (subject to Subdivision D)

Subdivision D--Specific exclusions
765A.
Specific things that are not financial products

Division 4--When does a person provide a financial service
766A.
766B.
766C.
766D.
766E.
When does a person provide a financial service?

Meaning of financial product advice
Meaning of dealing
Meaning of makes a market for a financial product
Meaning of provide a custodial or depository service
Division 5--What is a financial market
767A.
What is a financial market?
768A.
What is a clearing and settlement facility?
Division 6--What is a clearing and settlement facility
Division 7--General provisions relating to civil and criminal liability

769A.
769B.
769C.
Part 2.5 of Criminal Code does not apply

People are generally responsible for the conduct of their agents, employees etc.
Representations about future matters taken to be misleading if made without reasonable grounds
PART 7.2----LICENSING OF FINANCIAL MARKETS

790A.
Definition
791A.
791B.
791C.
791D.
Need for a licence

Other prohibitions on holding out
Exemptions
When a market is taken to be operated in this jurisdiction
Division 2--Requirement to be licensed
Division 3--Regulation of market licensees

Subdivision A--Licensee's obligations
792A.
792B.
792C.
792D.
792E.
792F.
792G.
792H.
792I.
General obligations
Obligation to notify ASIC of certain matters
Giving ASIC information about a listed disclosing entity
Obligation to assist ASIC
Obligation to give ASIC access to market facilities
Annual report
Obligations to notify people about clearing and settlement arrangements in certain circumstances
Change of country by foreign licensee
Making information about compensation arrangements publicly available
Subdivision B--The market's operating rules and procedures
793A.
793B.
793C.
793D.
793E.
Content of the operating rules and procedures

Legal effect of operating rules
Enforcement of operating rules
Changing the operating rules
Disallowance of changes to operating rules
Subdivision C--Powers of the Minister and ASIC
794A.
794B.
794C.
794D.
794E.
Minister's power to give directions

Minister's power to require special report
ASIC assessment of licensee's compliance
ASIC's power to give directions
Additional directions to clearing and settlement facilities
Division 4--The Australian market licence
Subdivision A--How to get a licence
795A.
795B.
795C.
795D.
795E.
How to apply for a licence

When a licence may be granted
Publication of notice of licence grant
More than one licence in the same document
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.
797B.
797C.
797D.
797E.
797F.
797G.
Varying licences
Immediate suspension or cancellation
Suspension or cancellation following hearing and report
Effect of suspension
Variation or revocation of suspension
Publication of notice of licence suspension or cancellation
Suspension and cancellation only in accordance with this Subdivision
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798A.
798B.
798C.
798D.
798DA.
798E.
Matters to be taken into account by the Minister

ASIC may give advice to Minister
Market licensee or related body corporate etc. listing on market
Exemptions and modifications for self-listing licensees or related bodies corporate etc.
Market licensee, related body corporate etc. or competitor participating in market
Other potential conflict situations
PART 7.2A----SUPERVISION OF FINANCIAL MARKETS

798F.
798G.
798H.
798J.
798K.
798L.
ASIC to supervise financial markets

Market integrity rules
Complying with market integrity rules
Directions by ASIC
Alternatives to civil proceedings
PART 7.3----LICENSING OF CLEARING AND SETTLEMENT FACILITIES

Division 1--Requirement to be licensed
820A.
820B.
820C.
820D.
Need for a licence

Exemptions
When a clearing and settlement facility is taken to be operated in this jurisdiction
Division 2--Regulation of CS facility licensees
Subdivision A--Licensee's obligations
821A.
821B.
821BA.
821C.
821D.
821E.
821F.
General obligations
Obligation to notify Reserve Bank of certain matters
Obligation to assist
Obligation to give ASIC access to the facility
Annual report
Change of country by foreign licensee
Subdivision B--The facility's operating rules and procedures
822A.
822B.
822C.
822D.
822E.
Content of the operating rules and procedures

Legal effect of operating rules
Enforcement of operating rules
Changing the operating rules
Disallowance of changes to operating rules
Subdivision C--Powers of the Minister, ASIC and the Reserve Bank in relation to licensees
823A.
823B.
823C.
823CA.
823D.
823E.
Minister's power to give directions

Minister's power to require special report
ASIC assessment of licensee's compliance
Reserve Bank assessment of licensee's compliance
Directions power--protecting dealings in financial products and ensuring fair and effective provision of services by CS facilities
Directions power--reduction of systemic risk
Division 3--The Australian CS facility licence
824A.
824B.
824C.
824D.
824E.

More than one licence in the same document
More than one CS facility covered by the same licence
825A.

826A.
826B.
826C.
826D.
826E.
826F.
826G.
Varying licences
827A.
827B.
827C.
827D.
Matters to be taken into account by the Minister

ASIC may give advice to Minister
Reserve Bank may give advice to Minister
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.
850B.
850C.
850D.
850E.
Scope of Division
Meaning of unacceptable control situation
Acquisitions of shares
Remedial orders
Injunctions
851A.
851B.
Application for approval to exceed 15% voting power limit

Approval of application
Subdivision B--Approval to exceed 15
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851C.
851D.
851E.
851F.
851G.
851H.
851I.

Duration of approval
Conditions of approval
Varying percentage approved
Revoking an approval
Further information about applications
Time limit for Minister's decision
Preservation of voting power in relation to bodies specified in regulations made for section 850A
Subdivision C--Other matters
852A.
852B.
Acquisition of property
Anti-avoidance
Division 2--Individuals who are not fit and proper are disqualified
853A.
853B.
853C.
853D.
853E.
853F.
853G.
Who is disqualified
When an individual is involved in an operator
Declaration by ASIC
Procedure for declaration
Revoking a declaration
Obligations on disqualified individuals
Notification by ASIC
854A.
854B.
Record-keeping and giving of information

PART 7.5----COMPENSATION REGIMES FOR FINANCIAL MARKETS

880A.
880B.
Part does not apply to markets licensed under special provisions about overseas markets
Definitions
881A.
881B.
881C.
881D.
Licensed markets through which participants provide

Additional requirements for the licence application
What happens if an application contains information
What happens if an application contains a statement
Division 2--When there must be a compensation regime

services for retail clients must generally have a compensation regime
in accordance with paragraph 881B(2)(c)

in accordance with paragraph 881B(2)(d)
Division 3--Approved compensation arrangements

Subdivision A--Approval of compensation arrangements
882A.
882B.
882C.
882D.
How to get
How to get
Revocation
Minister's
compensation arrangements approved with grant of licence

compensation arrangements approved after licence is granted
of approval
power to give directions
883A.
883B.
883C.
883D.
Legal effect of compensation rules

Enforcement of compensation rules
Other sources of funds for compensation
Payment of levies
Subdivision B--Effect of compensation rules forming part of Division 3 arrangements
Subdivision C--Changing Division 3 arrangements

884A.
884B.
884C.
Division 3 arrangements must generally only be changed in accordance with this Subdivision
Changing Division 3 arrangements--matters required to be dealt with in the compensation rules
Changing Division 3 arrangements--matters not required to be dealt with in the compensation rules
Subdivision D--Are compensation arrangements adequate
885A.
885B.
885C.
885D.
885E.
885F.
885G.
885H.
885I.
885J.
Purpose of this Subdivision

Requirements to be complied with for arrangements to be adequate
The losses to be covered
Certain losses that are not Division 3 losses
The amount of compensation
Method of payment of compensation
Making and determination of claims
The source of funds--general
Administration and monitoring
The losses to be covered--other matters to be taken into account
Subdivision E--Other provisions about Division 3 arrangements
886A.
886B.
Only one claim in respect of the same loss

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.
888B.
888C.
888D.
888E.
888F.
888G.
888H.
888I.
888J.
888K.
The situations in which compensation may be claimed

Kinds of compensation available
Amount of compensation payable
Payment of compensation
Making and determination of claims
The SEGC has power to determine claims
Allowing a claim does not constitute an admission of any other liability
Claimant may apply to Court if claim disallowed
Non-NGF property of the SEGC not available to meet claims
The SEGC may enter into contracts of insurance or indemnity
NGF may be used to acquire financial products to be transferred as compensation
Subdivision C--The NGF
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889A.
889B.
889C.
889D.
889E.
889F.
889G.
889H.
889I.
889J.
889K.

Continuation of the National Guarantee Fund
Compensation to be provided out of the NGF
The SEGC to keep the NGF
What the NGF consists of
Power to borrow etc. for purposes of the NGF
Money borrowed and paid to the SEGC
Money borrowed and not paid to the SEGC
Payments out of the NGF
Minimum amount of the NGF
Levy by the SEGC
Levy by market operator
Subdivision D--The SEGC
890A.
890B.
890C.
890D.
890E.
890F.
890G.
890H.
Minister to nominate the SEGC

The SEGC's functions and powers
Delegation
Operating rules of the SEGC
Legal effect of the SEGC's operating rules
Enforcement of the SEGC's operating rules
Changing the SEGC's operating rules
Disallowance of changes to the SEGC's operating rules
Subdivision E--Other provisions relating to compensation under this Division
891A.
891B.
891C.
Payment out of the NGF to prescribed body with arrangements covering clearing and settlement facility support
Markets operated by bodies corporate that become members of the SEGC--regulations may deal with transitional provisions and other matt
Regulations may make different provision in respect of different markets etc.
Division 5--Provisions common to both kinds of compensation arrangements
892A.
892B.
892C.
892D.
892E.
892F.
892G.
892H.
892I.
892J.
892K.
Definitions
How regulated funds are to be kept
Money in regulated funds may be invested
Powers of relevant authority to require production or delivery of documents or statements
Power to require assistance for purpose of dealing with a claim
Relevant authority's right of subrogation if compensation is paid
Excess money in compensation funds
Accounting and reporting for regulated funds
Division 3 arrangements--reporting in situations where compensation does not come out of a regulated fund
Regulations may provide for qualified privilege in respect of certain matters
Risk assessment report
893A.
PART 7.5A----REGULATION OF DERIVATIVE TRANSACTIONS AND DERIVATIVE TRADE REPOSITORIES

Division 1--Application of Part
900A.
Derivatives and transactions etc. to which this Part applies

Division 2--Regulation of derivative transactions
Subdivision A--Power to make derivative transaction rules
901A.
901B.
901C.
901D.
ASIC may make derivative transaction rules

Derivatives in relation to which rules may impose requirements
Regulations may limit the transactions in relation to which rules may impose requirements
Regulations may limit the persons on whom requirements may be imposed
Subdivision B--Compliance with derivative transaction rules
901E.
901F.
901G.
Obligation to comply with derivative transaction rules

Failure to comply with derivative transaction rules does not invalidate transaction etc.
901H.
901J.
901K.
901L.
901M.
Matters to which ASIC must have regard when making rules

ASIC to consult before making rules
Ministerial consent to rules required
Emergency rules: consultation and consent not required
Amendment and revocation of derivative transaction rules
902A.
ASIC to supervise licensed derivative trade repositories
Subdivision C------The process of making of derivative transaction rules
Division 3--Regulation of licensed derivative trade repositories

Subdivision A--Power to make derivative trade repository rules
903A.
903B.
903C.
ASIC may make derivative trade repository rules

Rules may only impose requirements on operators and officers of licensed derivative trade repositories
Regulations may limit how rules may deal with matters related to derivative trade data
Subdivision B--Compliance with derivative trade repository rules
903D.
903E.
Obligation to comply with derivative trade repository rules

903F.
903G.
903H.
903J.
903K.
Matters to which ASIC has regard when making rules

ASIC to consult before making rules
Ministerial consent to rules required
Emergency rules: consultation and consent not required
Amendment and revocation of derivative trade repository rules
Subdivision C--The process of making derivative trade repository rules

Subdivision A--Obligations
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904A.
904B.
904C.
904D.
904E.

General obligations
Obligations relating to derivative trade data
Obligation to assist ASIC, APRA and the Reserve Bank
Obligation to give ASIC access to derivative trade repository facilities
Subdivision B--Powers of Minister and ASIC to give directions etc
904F.
904G.
904H.
904J.
904K.
Minister's power to give directions to licensee not complying with obligations

ASIC's power to give directions to licensee not complying with obligations
ASIC's power to give directions requiring special reports
ASIC may assess licensee's compliance
Directions relating to derivative trade data if repository ceases to be licensed
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.
905C.
905D.
905E.

More than one derivative trade repository covered by the same licence
905F.
Subdivision C--The conditions on a licence
Subdivision D--When a licence can be varied, suspended or cancelled

905G.
905H.
905J.
905K.
905L.
905M.
905N.
Varying licences
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

907A.
907B.
907C.
907D.
907E.

Making provision by reference to instruments as in force from time to time
Compliance with requirements to provide derivative trade data or other information: protection from liability
Exemptions by ASIC
PART 7.6----LICENSING OF PROVIDERS OF FINANCIAL SERVICES

910A.
Definitions
Division 2--Requirement to be licensed or authorised
911A.
911B.
911C.
911D.
Need for an Australian financial services licence

Providing financial services on behalf of a person who carries on a financial services business
Prohibition on holding out
When a financial services business is taken to be carried on in this jurisdiction
Division 3--Obligations of financial services licensees
912A.
912B.
912C.
912CA.
912D.
912E.
912F.
General obligations
Compensation arrangements if financial services provided to persons as retail clients
Direction to provide a statement
Regulations may require information to be provided
Surveillance checks by ASIC
Obligation to cite licence number in documents
Division 4--Australian financial services licences
913A.
913B.
913C.
Applying for a licence

Licence numbers
914A.
915A.
915B.
915C.
915D.
915E.
915F.
915G.
915H.
915I.
Varying licences
Suspension or cancellation after offering a hearing
Revocation of suspension
Date of effect and publication of cancellation or suspension
Statement of reasons
ASIC may allow licence to continue in effect
Special procedures for APRA-regulated bodies
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915J.
Variation, suspension and cancellation only under this Subdivision
916A.
916B.
916C.
916D.
916E.
916F.
916G.
How representatives are authorised

Sub-authorisations
Authorised representative of 2 or more licensees
Licensees cannot authorise other licensees
Licensees acting under a binder
Obligation to notify ASIC etc. about authorised representatives
ASIC may give licensee information about representatives
Division 5--Authorised representatives
Division 6--Liability of financial services licensees for representatives

917A.
917B.
917C.
917D.
917E.
917F.
Responsibility if representative of only one licensee
Representatives of multiple licensees
Exception if lack of authority is disclosed to client
Responsibility extends to loss or damage suffered by client
Effect of Division
Division 8--Banning or disqualification of persons from providing financial services
Subdivision A--Banning orders
920A.
920B.
920C.
920D.
920E.
920F.
ASIC's power to make a banning order

What is a banning order?
Effect of banning orders
Variation or cancellation of banning orders
Date of effect and publication of banning order, variation or cancellation
Statement of reasons
Subdivision B--Disqualification by the Court
921A.
Disqualification by the Court
922A.
922B.
Registers relating to financial services

Inspection of Registers
Division 9--Registers relating to financial services
Division 10--Restrictions on use of terminology

923A.
923B.
Restriction on use of certain words or expressions

Restriction on use of certain words or expressions unless authorised in licence conditions
Division 11--Agreements with unlicensed persons relating to the provision of financial services
Subdivision A--Agreements affected
924A.
Agreements with certain unlicensed persons
925A.
925B.
925C.
925D.
925E.
925F.
925G.
925H.
925I.
Client may give notice of rescission

Effect of notice under section 925A
Client may apply to Court for partial rescission
Court may make consequential orders
Agreement unenforceable against client
Non-licensee not entitled to recover commission
Onus of establishing non-application of section 925E or 925F
Client may recover commission paid to non-licensee
Remedies under this Division additional to other remedies
Subdivision B--Effect on agreements
926A.
926B.
Exemptions and modifications by ASIC

PART 7.7----FINANCIAL SERVICES DISCLOSURE

940A.
940B.
940C.
940D.
How Part applies if a financial services licensee is acting as authorised representative

What if there is no reasonable opportunity to give a document, information or statement required by this Part?
How documents, information and statements are to be given
General approach to offence provisions
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
941A.
941B.
941C.
941D.
941E.
941F.
Obligation on financial services licensee to give a Financial Services Guide if financial service provided to person as a retail clien
Obligation on authorised representative to give a Financial Services Guide if financial service provided to person as a retail client
Situations in which a Financial Services Guide is not required
Timing of giving Financial Services Guide
Information must be up to date
Obligation to give updated Financial Services Guide
Subdivision B--Content and authorisation of Financial Services Guide
942A.
942B.
942C.
942D.
942DA.
942E.
Title of Financial Services Guide

Financial Services Guide given by financial services licensee--main requirements
Financial Services Guide given by authorised representative--main requirements
Financial Services Guide may consist of 2 or more separate documents given at same time
Combining a Financial Services Guide and a Product Disclosure Statement in a single document
Altering a Financial Services Guide after its preparation and before giving it to a person
Subdivision C--Supplementary Financial Services Guides
943A.
943B.
943C.
943D.
What a Supplementary Financial Services Guide is

Title of Supplementary Financial Services Guide
Form of Supplementary Financial Services Guide
Effect of giving a person a Supplementary Financial Services Guide
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943E.
943F.

Situation in which only a Supplementary Financial Services Guide need be given
Altering a Supplementary Financial Services Guide after its preparation and before giving it to a person
Division 3--Additional requirements for personal advice provided to a retail client
Subdivision A--When this Division applies
944A.
Situation in which Division applies

Subdivision C--Requirement for a Statement of Advice to be given
946A.
946AA.
946B.
946C.
Obligation to give client a Statement of Advice

Small investments--Statement of Advice not required
Other situations in which a Statement of Advice is not required
Timing of giving Statement of Advice
Subdivision D--Content of Statement of Advice
947A.
947B.
947C.
947D.
947E.
Title of Statement of Advice

Statement of Advice given by financial services licensee--main requirements
Statement of Advice given by authorised representative--main requirements
Additional requirements when advice recommends replacement of one product with another
Statement of Advice not to be combined with Financial Services Guide or Product Disclosure Statement
Subdivision E--Other matters
948A.
Qualified privilege if providing entity complies with this Division
949A.
949B.
General advice provided to retail client--obligation to warn client that advice does not take account of client's objectives, financia
Regulations may impose disclosure requirements in certain situations
Division 4--Other disclosure requirements
951A.
951B.
951C.
Part cannot be contracted out of

Division 7--Enforcement
Subdivision A--Offences
952A.
952B.
952C.
952D.
952E.
952F.
952G.
952H.
952I.
952J.
952K.
952L.
952M.
Overview
Definitions
Offence of failing to give a disclosure document or statement
Offence of giving a disclosure document or statement knowing it to be defective
Offence of giving a defective disclosure document or statement (whether or not known to be defective)
Offences of financial services licensee knowingly providing defective disclosure material to an authorised representative
Offences of financial services licensee providing disclosure material to an authorised representative (whether or not known to be defe
Offence of financial services licensee failing to ensure authorised representative gives disclosure documents or statements as require
Offences if a Financial Services Guide (or Supplementary FSG) does not comply with certain requirements
Offence if a Statement of Advice does not comply with certain requirements
Offence if authorised representative gives out unauthorised Financial Services Guide (or Supplementary FSG)
Offences if financial services licensee or authorised representative becomes aware that a Financial Services Guide (or Supplementary F
Offence of unauthorised alteration of Financial Services Guide or Supplementary Financial Services Guide
Subdivision B--Civil liability
953A.
953B.
953C.
Definitions
Civil action for loss or damage
Additional powers of court to make orders
PART 7.7A----BEST INTERESTS OBLIGATIONS AND REMUNERATION

960.
960A.
960B.
Definitions
No contracting out
Obligations under this Part in addition to other obligations
Division 2--Best interests obligations
961.
961A.
Application of this Division

Application to a financial services licensee acting as an authorised representative
Subdivision B--Provider must act in the best interests of the client
961B.
961C.
961D.
961E.
961F.
Provider must act in the best interests of the client

When is something reasonably apparent?
What is a reasonable investigation?
What would reasonably be regarded as in the best interests of the client?
What is a basic banking product?
Subdivision C--Resulting advice must be appropriate to the client
961G.
Resulting advice must be appropriate to the client

Subdivision D--Where resulting advice still based on incomplete or inaccurate information
961H.
Resulting advice still based on incomplete or inaccurate information

Subdivision E--Provider to give priority to the client's interests
961J.
Conflict between client's interests and those of provider, licensee, authorised representative or associates
Subdivision F--Responsibilities of licensees under this Division
961K.
961L.
961M.
961N.
Civil penalty provision--sections 961B, 961G, 961H and 961J

Licensees must ensure compliance
Additional powers of Court to make orders
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961P.
Responsible licensee
961Q.
Civil penalty provision--sections 961B, 961G, 961H and 961J
Subdivision G--Responsibilities of authorised representatives under this Division
Division 3--Charging ongoing fees to clients

962.
962A.
962B.
962C.
962CA.
Application of this Division

Ongoing fee arrangements
Ongoing fees
Fee recipients
Exemption from application of opt-in requirement
Subdivision B--Termination, disclosure and renewal
962D.
962E.
962F.
962G.
962H.
962J.
962K.
962L.
962M.
962N.
962P.
962Q.
Application of this Subdivision

Client may terminate arrangement at any time
Arrangement terminates if this Subdivision not complied with
Fee recipient must give fee disclosure statement
Fee disclosure statements
Disclosure day
Fee recipient must give renewal notice
Renewal notice day and renewal period
If client notifies fee recipient that client does not wish to renew
If client does not notify fee recipient that client wishes to renew
Civil penalty provision--charging ongoing fees after arrangement terminated
Effect of termination
Subdivision C--Disclosure for arrangements to which Subdivision B does not apply
962R.
962S.

Fee recipient must give fee disclosure statement
Division 4--Conflicted remuneration
963.

Subdivision B--What is conflicted remuneration
963A.
963B.
963C.
963D.
Conflicted remuneration
Monetary benefit given in certain circumstances not conflicted remuneration
Non-monetary benefit given in certain circumstances not conflicted remuneration
Benefits for employees etc. of ADIs
Subdivision C--Ban on conflicted remuneration
963E.
963F.
963G.
963H.
963J.
963K.
963L.
Licensee must not accept conflicted remuneration

Licensee must ensure compliance
Authorised representative must not accept conflicted remuneration
Other representatives must not accept conflicted remuneration
Employer must not give employees conflicted remuneration
Product issuer or seller must not give conflicted remuneration
Volume-based benefits presumed to be conflicted remuneration
Division 5--Other banned remuneration
Subdivision A--Volume-based shelf-space fees
964.
964A.
Application
Platform operator must not accept volume-based shelf-space fees
Subdivision B--Asset-based fees on borrowed amounts
964B.
964C.
964D.
964E.
964F.
964G.
964H.
Application
Financial services licensees must not charge asset-based fees on borrowed amounts
Authorised representatives must not charge asset-based fees on borrowed amounts
What is an asset-based fee?
Meaning of borrowed
When is something reasonably apparent?
965.
Anti-avoidance
Division 6--Anti-avoidance
Division 7--Transition
966.
967.
968.
Transition period
Best interests obligations and remuneration provisions to apply during transition period
Notice to clients in transition period
PART 7.8----OTHER PROVISIONS RELATING TO CONDUCT ETC. CONNECTED WITH FINANCIAL PRODUCTS AND FINANCIAL SERVICES, OTHER THAN FINANCIAL PRODUCT D
980A.
980B.
Matters covered by this Part

Division 2--Dealing with clients' money
Subdivision A--Money other than loans
981A.
981B.
981C.
981D.
981E.
981F.
981G.
Money to which Subdivision applies

Obligation to pay money into an account
Regulations may deal with various matters relating to accounts maintained for the purposes of section 981B
Money related to derivatives may be used for general margining etc. purposes
Protection of money from attachment etc.
Regulations may deal with how money to be dealt with if licensee ceases to be licensed etc.
Account provider not liable merely because of licensee's contravention
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981H.
Money to which Subdivision applies taken to be held in trust
982A.
982B.
982C.
982D.
Money to which this Subdivision applies

Obligation to pay money into an account
Licensee to give client statement setting out terms of loan etc.
Permitted use of loan
Subdivision B--Loan money
Subdivision C--Powers of Court

983A.
983B.
983C.
983D.
983E.
Court may freeze certain accounts

Interim order freezing accounts
Duty of person to whom order directed to make full disclosure
Further orders and directions
Power of Court to make order relating to payment of money
Division 3--Dealing with other property of clients
984A.
984B.
Property to which Division applies

How property to which this Division applies is to be dealt with
Division 4--Special provisions relating to insurance
985A.
985B.
985C.
985D.
Definitions etc.
Status of amounts paid to financial services licensees in respect of contracts of insurance
Regulations may impose other requirements etc. if financial services licensee is not the insurer
Financial services licensees etc. not to deal in general insurance products from unauthorised insurers etc.
Division 4A--Special provisions relating to margin lending facilities
Subdivision A--Responsible lending conduct for margin lending facilities
985EA.
985E.
985F.
985G.
985H.
985J.
985K.

Requirements before issuing etc. margin lending facility
Assessment of unsuitability of margin lending facility
Reasonable inquiries etc. about the retail client
When margin lending facility must be assessed as unsuitable
Giving the retail client the assessment
Unsuitable margin lending facilities
Subdivision B--Notice of margin calls under margin lending facilities
985L.
985M.
Issue of margin lending facility must not be conditional on agreement to receive communications through agent
Notification of margin calls
Division 5--Obligations to report
986A.
986B.
Reporting in relation to money to which Subdivision A or B of Division 2 applies or property to which Division 3 applies
Reporting in relation to dealings in derivatives
Division 6--Financial records, statements and audit
987A.
Subdivision B--Financial records of financial services licensees
988A.
988B.
988C.
988D.
988E.
988F.
988G.
Obligation to keep financial records

Records to be kept so that profit and loss statements and balance sheet can be prepared and audited
Language of records
Location of records
Particular categories of information to be shown in records
Regulations may impose additional requirements
Records taken to be made with licensee's authority
989A.
989B.
989C.
989CA.
989D.
Meaning of financial year

Financial services licensee to prepare and lodge annual profit and loss statement and balance sheet
Requirements as to contents and applicable accounting principles
Audit to be conducted in accordance with auditing standards
Time of lodgment
990A.
990B.
990C.
990D.
990E.
990F.
990G.
990H.
990I.
990J.
990K.
990L.
Sections 990B to 990H not to apply to public companies

Appointment of auditor by licensee
When a person or firm is ineligible to act as auditor
Ineligible person or firm must not consent to act or disqualify themselves etc.
Duration of appointment of auditors
Removal of auditors
Resignation of auditors--requirements for resignation
Resignation of auditors--when resignation takes effect
Auditor's right of access to records, information etc.
Auditor's fees and expenses
Auditor to report on certain matters
Qualified privilege for auditor etc.
Subdivision C--Financial statements of financial services licensees
Subdivision D--Appointment etc
Division 7--Other rules about conduct

991A.
991B.
991C.
991D.
991E.
991F.
Financial services licensee not to engage in unconscionable conduct

Financial services licensee to give priority to clients' orders
Regulations may deal with various matters relating to instructions to deal through licensed markets
Regulations may require records to be kept in relation to instructions to deal on licensed markets and foreign markets
Obligations of financial services licensee in relation to dealings with non-licensees
Dealings involving employees of financial services licensees
992A.
992AA.
992B.
Prohibition on hawking of certain financial products

Prohibition of hawking of managed investment products
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992C.
993A.
993B.
993C.
993D.
Overview
Offence of failing to pay client money into an account as required
Offence of failing to comply with requirements relating to client money account
Offence of failing to pay loan money into an account as required
PART 7.9----FINANCIAL PRODUCT DISCLOSURE AND OTHER PROVISIONS RELATING TO ISSUE, SALE AND PURCHASE OF FINANCIAL PRODUCTS
1010A.
1010B.
1010BA.
1010C.
1010D.
Part generally does not apply to securities

Part does not apply to financial products not issued in the course of a business
Part does not apply to contribution plans
Special provisions about meaning of sale and offer
Division 2--Product Disclosure Statements
1011A.
1011B.
1011C.
Jurisidictional scope of Division

Definitions
Treatment of offers of options over financial products
Subdivision B--Requirement for a Product Disclosure Statement to be given
1012A. Obligation to give Product Disclosure Statement--personal advice recommending particular financial product
1012B. Obligation to give Product Disclosure Statement--situations related to issue of financial products
1012C. Obligation to give Product Disclosure Statement--offers related to sale of financial products
1012D. Situations in which Product Disclosure Statement is not required
1012DAA.Rights issues for which Product Disclosure Statement is not required
1012DA. Product Disclosure Statement not required for sale amounting to indirect issue
1012E. Small scale offerings of managed investment and other prescribed financial products (20 issues or sales in 12 months)
1012F. Product Disclosure Statement for certain superannuation products may be provided later
1012G. Product Disclosure Statement may sometimes be provided later
1012H. Obligation to take reasonable steps to ensure that Product Disclosure Statement is given to person electing to be covered by group fin
1012I. Obligation to give employer a Product Disclosure Statement in relation to certain superannuation products and RSA products
1012IA. Treatment of arrangements under which a person can instruct another person to acquire a financial product
1012J. Information must be up to date
1012K. Anti-avoidance determinations
Subdivision C--Preparation and content of Product Disclosure Statements
1013A.
1013B.
1013C.
1013D.
1013DA.
1013E.
1013F.
1013FA.
1013G.
1013H.
1013I.
1013J.
1013K.
1013L.
1013M.
Who must prepare Product Disclosure Statement

Title of Product Disclosure Statement
Product Disclosure Statement content requirements
Product Disclosure Statement content--main requirements
Information about ethical considerations etc.
General obligation to include other information that might influence a decision to acquire
General limitations on extent to which information is required to be included
Information not required to be included in PDS for continuously quoted securities
Product Disclosure Statement must be dated
Requirements if Product Disclosure Statement states or implies that financial product will be able to be traded
Extra requirements if Product Disclosure Statement relates to managed investment products that are ED securities
Requirements if Statement has been lodged with ASIC
Requirements relating to consents to certain statements
Product Disclosure Statement may consist of 2 or more separate documents given at same time
Combining a Product Disclosure Statement and a Financial Services Guide in a single document
Subdivision D--Supplementary Product Disclosure Statements
1014A.
1014B.
1014C.
1014D.
1014E.
1014F.
What a Supplementary Product Disclosure Statement is

Title of Supplementary Product Disclosure Statement
Form of Supplementary Product Disclosure Statement
Effect of giving person a Supplementary Product Disclosure Statement
Situation in which only a Supplementary Product Disclosure Statement need be given
Application of other provisions in relation to Supplementary Product Disclosure Statements
Subdivision DA--Replacement Product Disclosure Statements
1014G.
1014H.
1014J.
1014K.
1014L.
Application of this Subdivision--stapled securities

What a Replacement Product Disclosure Statement is
Consequences of lodging a Replacement Product Disclosure Statement
Form, content and preparation of Replacement Product Disclosure Statements
Giving, lodgment and notice of Replacement Product Disclosure Statements
Subdivision E--Other requirements relating to Product Disclosure Statements and Supplementary Product Disclosure Statements
1015A.
1015B.
1015C.
1015D.
1015E.
Subdivision applies to Product Disclosure Statements and Supplementary Product Disclosure Statements
Some Statements must be lodged with ASIC
How a Statement is to be given
Notice, retention and access requirements for Statement that does not need to be lodged
Altering a Statement after its preparation and before giving it to a person
Subdivision F--Other rights and obligations related to Product Disclosure Statements
1016A.
1016B.
1016C.
1016D.
1016E.
1016F.
Provisions relating to use of application forms

If Statement lodged with ASIC, financial product is not to be issued or sold before specified period
Minimum subscription condition must be fulfilled before issue or sale
Condition about ability to trade on a market must be fulfilled before issue or sale
Choices open to person making the offer if disclosure condition not met or Product Disclosure Statement defective
Remedies for person acquiring financial product under defective Product Disclosure Document
Division 3--Other disclosure obligations of the issuer of a financial product
1017A.
1017B.
1017BA.
1017BB.
1017BC.
1017BD.
Obligation to give additional information on request

Ongoing disclosure of material changes and significant events
Trustees of regulated superannuation funds--obligation to make product dashboard publicly available
Trustees of registrable superannuation entities--obligation to make information relating to investment of assets publicly available
Obligations relating to investment of assets of registrable superannuation entities--general rule about giving notice and providing in
Obligations relating to investment of assets of registrable superannuation entities--giving notice to providers under custodial arrang
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1017BE.
1017C.
1017D.
1017DA.
1017E.
1017F.
1017G.
Obligations relating to investment of assets of registrable superannuation entities--giving notice to acquirers under custodial arrang
Information for existing holders of superannuation products and RSA products
Periodic statements for retail clients for financial products that have an investment component
Trustees of superannuation entities--regulations may specify additional obligations to provide information
Dealing with money received for financial product before the product is issued
Confirming transactions
Certain product issuers and regulated persons must meet appropriate dispute resolution requirements
Division 4--Advertising for financial products
1018A.
1018B.
Advertising or other promotional material for financial product must refer to Product Disclosure Statement
Prohibition on advertising personal offers covered by section 1012E
Division 5--Cooling-off periods
1019A.
1019B.
Situations in which this Division applies

Cooling-off period for return of financial product
Division 5A--Unsolicited offers to purchase financial products off-market
1019C.
1019D.
1019E.
1019F.
1019G.
1019H.
1019I.
1019J.
1019K.
Definitions
Offers to which this Division applies
How offers are to be made
Prohibition on inviting offers to sell
Duration and withdrawal of offers
Terms of offer cannot be varied
Contents of offer document
Obligation to update market value
Rights if requirements of Division not complied with
Division 5B--Disclosure etc
1020AA.
1020AB.
1020AC.
1020AD.
1020AE.
1020AF.
Definitions
Seller disclosure
Licensee disclosure
Public disclosure of information
Licensee's obligation to ask seller about short sale
Regulations
Division 5C--Information about CGS depository interests
1020AG.
1020AH.
1020AI.
1020AJ.
1020AK.
1020AL.
Jurisdictional scope of Division

Definitions
Requirement to give information statements for CGS depository interest if recommending acquisition of interest
Information statement given must be up to date
How an information statement is to be given
1020A.
1020B.
1020D.
1020E.
1020F.
1020G.
Offers etc. relating to certain managed investment schemes not to be made in certain circumstances
Prohibition of certain short sales of securities, managed investment products and certain other financial products
Part cannot be contracted out of
Stop orders by ASIC
Subdivision A--Offences
1021A.
1021B.
1021C.
1021D.
1021E.
1021F.
1021FA.
1021FB.
1021G.
1021H.
1021I.
1021J.
1021K.
1021L.
1021M.
1021N.
1021NA.
1021NB.
1021NC.
1021O.
1021P.
Overview
Definitions
Offence of failing to give etc. a disclosure document or statement
Offence of preparer of defective disclosure document or statement giving the document or statement knowing it to be defective
Offence of preparer of defective disclosure document or statement giving the document or statement (whether or not known to be defecti
Offence of regulated person (other than preparer) giving disclosure document or statement knowing it to be defective
Paragraph 1012G(3)(a) obligation--offences relating to communication of information
Paragraph 1012G(3)(a) obligation--offences relating to information provided by product issuer for communication by another person
Offence of financial services licensee failing to ensure authorised representative gives etc. disclosure documents or statements as re
Offences if a Product Disclosure Statement (or Supplementary PDS) does not comply with certain requirements
Offence of giving disclosure document or statement that has not been prepared by the appropriate person
Offences if preparer etc. of disclosure document or statement becomes aware that it is defective
Offence of unauthorised alteration of Product Disclosure Statement (or Supplementary PDS)
Offences of giving, or failing to withdraw, consent to inclusion of defective statement
Offences relating to keeping and providing copies of Product Disclosure Statements (or Supplementary PDSs)
Offence of failing to provide additional information requested under section 1017A
Offences relating to obligation to make product dashboard publicly available
Offences relating to obligation to make superannuation investment information publicly available
Offences relating to obligations under sections 1017BC, 1017BD and 1017BE
Offences of issuer or seller of financial product failing to pay money into an account as required
Offences relating to offers to which Division 5A applies
1022A.
1022B.
1022C.
Definitions
Additional powers of court to make orders
Subdivision B--Civil liability
PART 7.10----MARKET MISCONDUCT AND OTHER PROHIBITED CONDUCT RELATING TO FINANCIAL PRODUCTS AND FINANCIAL SERVICES
1040A.
Content of Part
Division 2--The prohibited conduct (other than insider trading prohibitions)
1041A.
1041B.
1041C.
1041D.
1041E.
1041F.
1041G.
Market manipulation
False trading and market rigging--creating a false or misleading appearance of active trading etc.
False trading and market rigging--artificially maintaining etc. trading price
Dissemination of information about illegal transactions
False or misleading statements
Inducing persons to deal
Dishonest conduct
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1041H.
1041I.
1041J.
1041K.

Misleading or deceptive conduct (civil liability only)
Civil action for loss or damage for contravention of sections 1041E to 1041H
Sections of this Division have effect independently of each other
Division applies to certain conduct to the exclusion of State Fair Trading Acts provisions
Division 2A--Proportionate liability for misleading and deceptive conduct
1041L.
1041M.
1041N.
1041O.
1041P.
1041Q.
1041R.
1041S.
Certain concurrent wrongdoers not to have benefit of apportionment
Proportionate liability for apportionable claims
Defendant to notify plaintiff of concurrent wrongdoer of whom defendant aware
Contribution not recoverable from defendant
Subsequent actions
Joining non-party concurrent wrongdoer in the action
Division 3--The insider trading prohibitions
1042A.
1042B.
1042C.
1042D.
1042E.
1042F.
1042G.
1042H.
Definitions
When information is generally available
When a reasonable person would take information to have a material effect on price or value of Division 3 financial products
Division 3 financial products taken to be able to be traded despite suspensions or section 794D directions
Inciting, inducing or encouraging an act or omission constitutes procuring the omission
Information in possession of officer of body corporate
Information in possession of partner or employee of partnership
Subdivision B--The prohibited conduct
1043A.
1043B.
1043C.
1043D.
1043E.
1043F.
1043G.
1043H.
1043I.
1043J.
1043K.
1043L.
1043M.
1043N.
1043O.
Prohibited conduct by person in possession of inside information

Exception for withdrawal from registered scheme
Exception for underwriters
Exception for acquisition pursuant to legal requirement
Exception for information communicated pursuant to a legal requirement
Chinese wall arrangements by bodies corporate
Chinese wall arrangements by partnerships etc.
Exception for knowledge of person's own intentions or activities
Exception for bodies corporate
Exception for officers or agents of body corporate
Transactions by holder of financial services licence or a representative of the holder of such a licence
A specific situation in which a compensation order under section 1317HA may be made
Defences to prosecution for an offence
Relief from civil liability
Powers of Court
Division 4--Defences, relief and limits on liability
1044A.
1044B.
General defence or relief for publishers

Limit on liability for misleading or deceptive conduct
1045A.
PART 7.11----TITLE AND TRANSFER

Division 1--Title to certain securities
1070A.
1070B.
1070C.
1070D.
Nature of shares and certain other interests in a company or registered scheme

Numbering of shares
Matters to be specified in share certificate
Loss or destruction of title documents for certain securities
Division 2--Transfer of certain securities
Subdivision A--General provisions
1071A.
1071B.
1071C.
1071D.
1071E.
1071F.
1071G.
1071H.
Application of the Subdivision to certain securities

Instrument of transfer
Occupation need not appear in transfer document, register etc.
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
Subdivision B--Special provisions for shares
1072A.
1072B.
1072C.
1072D.
1072E.
1072F.
1072G.
1072H.
Transmission of shares on death (replaceable rule--see section 135)

Transmission of shares on bankruptcy (replaceable rule--see section 135)
Rights of trustee of estate of bankrupt shareholder
Transmission of shares on mental incapacity (replaceable rule--see section 135)
Trustee etc. may be registered as owner of shares
Registration of transfers (replaceable rule--see section 135)
Additional general discretion for directors of proprietary companies to refuse to register transfers (replaceable rule--see section 13
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.
1073B.
1073C.
1073D.
1073E.
1073F.
Application of the Division to certain securities

Definitions
Application of Division to certain bodies as if they were companies
Regulations may govern transfer of certain securities
ASIC may extend regulations to securities not otherwise covered
Operation of this Division and regulations made for its purposes
Division 4--Transfer of financial products effected through prescribed CS facility
1074A.
1074B.
1074C.
1074D.
Financial products to which this Division applies

Definitions
Operating rules of prescribed CS facility may deal with transfer of title
Valid and effective transfer if operating rules complied with
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1074E.
1074F.
1074G.

Regulations may govern transfer of financial products in accordance with operating rules of prescribed CS facility
Issuer protected from civil liability for person's contravention of prescribed CS facility's certificate cancellation rules
Operation of this Division and regulations made for its purposes
Division 5--Exemptions and modifications
1075A.
Division 1--Qualified privilege
1100A.
1100B.
1100C.
1100D.
Qualified
Qualified
Qualified
Extension
privilege for information given to ASIC

privilege for the conduct of market licensees and CS facility licensees
privilege for information given to market licensees and CS facility licensees etc.
of protections given by this Division

1101A.
1101B.
1101C.
1101D.
1101E.
1101F.
1101G.
1101GA.
1101H.
1101I.
1101J.
Approved codes of conduct

Power of Court to make certain orders
Preservation and disposal of records etc.
Destruction of records by ASIC
Concealing etc. of books
Falsification of records
Precautions against falsification of records
How Part 9.3 applies to books required to be kept by this Chapter etc.
Contravention of Chapter does not generally affect validity of transactions etc.
Gaming and wagering laws do not affect validity of contracts relating to financial products
Delegation
CHAPTER 8--Mutual recognition of securities offers
1200A.
Definitions
PART 8.2----FOREIGN OFFERS THAT ARE RECOGNISED IN THIS JURISDICTION

Division 1--Recognised offers
1200B.
1200C.
1200D.
1200E.
When an offer is a recognised offer

Conditions that must be met to be a recognised offer
Required documents and information
Warning statement
Division 2--Effect of a recognised offer
1200F.
Effect of a recognised offer
1200G.
1200H.
1200J.
Offering conditions
Address for service condition
Dispute resolution condition
Division 3--Ongoing conditions for recognised offers
Division 4--Modification of provisions of this Act

1200K.
1200L.
1200M.
Additional operation of section 675 (continuous disclosure)

Pre-offer advertising
Modification by the regulations
Division 5--ASIC's powers in relation to recognised offers
1200N.
1200P.
1200Q.
Stop orders
Ban on making subsequent recognised offers
Offence of breaching an ongoing condition
1200R.
Service of documents
PART 8.3----OFFERS MADE UNDER FOREIGN RECOGNITION SCHEMES

1200S.
1200T.
1200U.
Notice to ASIC
Extension of this Act to recognised jurisdictions
ASIC stop order for advertising in a recognised jurisdiction
CHAPTER 9--Miscellaneous
PART 9.1----REGISTERS AND REGISTRATION OF DOCUMENTS

1274.
1274AA.
1274A.
1274B.
1274C.
1275.
Registers
Register of disqualified company directors and other officers
Obtaining information from certain registers
Use, in court proceedings, of information from ASIC's national database
ASIC certificate
Relodging of lost registered documents
PART 9.2----REGISTRATION OF AUDITORS AND LIQUIDATORS

Division 1--Interpretation
1276.
Definitions
1279.
1280.
1280A.
Application for registration as auditor or liquidator

Registration of auditors
Approval of auditing competency standard
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1281.
1282.
1283.
1284.
1285.
1286.
1287.
1287A.
1288.
1289.
Auditor-General taken to be registered as auditor

Registration of liquidators
Registration of official liquidators
Insurance to be maintained by liquidators
Register of Auditors
Registers of Liquidators and Official Liquidators
Notification of certain matters
Annual statements by registered company auditors
Annual statements by registered liquidators
Auditors and other persons to enjoy qualified privilege in certain circumstances
1289A.
ASIC may impose conditions on registration
Division 2A--Conditions on registration of auditors
Division 3--Cancellation or suspension of registration

1290.
1290A.
1291.
1292.
1294.
1294A.
1295.
1296.
1297.
1298.
1298A.
Cancellation at request of registered person

Cancellation on certain grounds
Official liquidators
Powers of Board in relation to auditors and liquidators
Board to give opportunity for hearing etc.
Pre-hearing conference
Board may remove suspension
Notice of Board's decision
Time when Board's decision comes into effect
Transfer of books
PART 9.2A----AUTHORISED AUDIT COMPANIES

1299A.
1299B.
1299C.
1299D.
1299E.
1299F.
1299G.
Application for registration as authorised audit company

Eligibility for registration as an authorised audit company
Registration as authorised audit company
Registration may be subject to conditions
Register of authorised audit companies
Notification of certain matters
Annual statements by authorised audit company
Division 2--Cancellation or suspension of registration
1299H.
1299I.
1299J.
1299K.
1299L.
1299M.
Cancellation at request of registered person

Cancellation or suspension in other cases
Notice of cancellation or suspension
Time when ASIC's decision comes into effect
Effect of cancellation
PART 9.3----BOOKS
1300.
1301.
1303.
1304.
1305.
1306.
1307.
Inspection of books
Location of books on computers
Court may compel compliance
Translations of instruments
Admissibility of books in evidence
Form and evidentiary value of books
Falsification of books
PART 9.4----OFFENCES
Division 1A--Application of the Criminal Code
1308A.
Application of Criminal Code

Division 1--Specific offences
1308.
1309.
1310.
False or misleading statements

False information etc.
Obstructing or hindering ASIC etc.
Division 2--Offences generally
1311.
1312.
1313.
1313A.
1314.
1315.
1316.
1316A.
1317.
General penalty provisions

Penalties for bodies corporate
Penalty notices
Offences committed partly in and partly out of the jurisdiction
Continuing offences
Proceedings: how taken
Time for instituting criminal proceedings
Privilege against self-incrimination not available to bodies corporate in Corporations Act criminal proceedings
Certain persons to assist in prosecutions
PART 9.4AAA----PROTECTION FOR WHISTLEBLOWERS

1317AA.
1317AB.
1317AC.
1317AD.
1317AE.
Disclosures qualifying for protection under this Part

Disclosure that qualifies for protection not actionable etc.
Victimisation prohibited
Right to compensation
Confidentiality requirements for company, company officers and employees and auditors
PART 9.4A----REVIEW BY ADMINISTRATIVE APPEALS TRIBUNAL OF CERTAIN DECISIONS

1317A.
1317B.
1317C.
1317D.
Definitions
Applications for review
Excluded decisions
Notice of reviewable decision and review rights
PART 9.4AA----INFRINGEMENT NOTICES FOR ALLEGED CONTRAVENTIONS OF CONTINUOUS DISCLOSURE PROVISIONS

1317DAA.Definitions
1317DAB.Purpose and effect of this Part
1317DAC.Issue of infringement notice
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1317DAD.Statement of reasons must be given

1317DAE.Matters to be included in infringement notice
1317DAF.Effect of issue and compliance with infringement notice
1317DAG.Effect of failure to comply with infringement notice
1317DAH.Compliance period for infringement notice
1317DAI.Withdrawal of infringement notice
1317DAJ.Publication in relation to infringement notices
PART 9.4B----CIVIL CONSEQUENCES OF CONTRAVENING CIVIL PENALTY PROVISIONS
1317DA.
1317E.
1317F.
1317G.
1317GA.
1317H.
1317HA.
1317HB.
1317J.
1317K.
1317L.
1317M.
1317N.
1317P.
1317Q.
1317R.
1317S.
Definitions
Declarations of contravention
Declaration of contravention is conclusive evidence
Pecuniary penalty orders
Refund orders--contravention of section 962P
Compensation orders--corporation/scheme civil penalty provisions
Compensation orders--financial services civil penalty provisions
Compensation orders--market integrity rules
Who may apply for a declaration or order
Time limit for application for a declaration or order
Civil evidence and procedure rules for declarations of contravention and civil penalty orders
Civil proceedings after criminal proceedings
Criminal proceedings during civil proceedings
Criminal proceedings after civil proceedings
Evidence given in proceedings for penalty not admissible in criminal proceedings
ASIC requiring person to assist
Relief from liability for contravention of civil penalty provision
PART 9.5----POWERS OF COURTS

1318.
1319.
1321.
1322.
1323.
1324.
1324A.
1324B.
1325.
1325A.
1325B.
1325C.
1325D.
1325E.
1326.
1327.
Power to grant relief

Power of Court to give directions with respect to meetings ordered by the Court
Appeals from decisions of receivers, liquidators etc.
Irregularities
Power of Court to prohibit payment or transfer of money, financial products or other property
Injunctions
Provisions relating to prosecutions
Order to disclose information or publish advertisements
Other orders
Orders if contravention of Chapter 6, 6A, 6B or 6C
Court may order bidder to make offers
Unfair or unconscionable agreements, payments or benefits
Contravention due to inadvertence etc.
Orders to secure compliance
Effect of sections 1323, 1324 and 1325
Power of Court to punish for contempt of Court
PART 9.6----PROCEEDINGS
1330.
1331.
1332.
1333.
1335.
1336.
ASIC's power to intervene in proceedings

Civil proceedings not to be stayed
Standard of proof
Evidence of contravention
Costs
Vesting of property
PART 9.6A----JURISDICTION AND PROCEDURE OF COURTS

Division 1--Civil jurisdiction
1337A.
Operation of Division
Subdivision B--Conferral of jurisdiction
1337B.
1337C.
1337D.
1337E.
1337F.
1337G.
Jurisdiction of Federal Court and State and Territory Supreme Courts

Jurisdiction of Family Court and State Family Courts
Jurisdiction of courts (decisions to prosecute and related criminal justice process decisions made by Commonwealth officers)
Jurisdiction of lower courts
Appeals
Courts to act in aid of each other
Subdivision C--Transfer of proceedings
1337H.
1337J.
1337K.
1337L.
1337M.
1337N.
1337P.
1337Q.
1337R.
Transfer of proceedings by the Federal Court and State and Territory Supreme Courts
Transfer of proceedings by Family Court and State Family Courts
Transfer of proceedings in lower courts
Further matters for a court to consider when deciding whether to transfer a proceeding
Transfer may be made at any stage
Transfer of documents
Conduct of proceedings
Rights of appearance
Limitation on appeals
Subdivision D--Rules of court
1337S.
1337T.
1337U.
Rules of the Federal Court

Rules of the Supreme Court
Rules of the Family Court
Division 2--Criminal jurisdiction
1338A.
1338B.
1338C.
Operation of Division
Jurisdiction of courts
Laws to be applied
PART 9.7----UNCLAIMED PROPERTY

1339.
1340.
1341.
1342.
1343.
ASIC to deal with unclaimed property

No liability to pay calls on shares etc.
Entitlement to unclaimed property
Commonwealth or ASIC not liable for loss or damage
Disposal of securities if whereabouts of holder unknown
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1343A.

Disposal of interests in registered scheme if whereabouts of member unknown
1344.
1345A.
1346.
1348.
1349.
1350.
Use of ABN
Minister may delegate prescribed functions and powers under this Act
Non-application of rule against perpetuities to certain schemes
Operation of Life Insurance Act
Privilege against exposure to penalty--disqualification etc.
Compensation for compulsory acquisition
PART 9.10----FEES IMPOSED BY THE CORPORATIONS (FEES) ACT 2001 AND THE CORPORATIONS (REVIEW FEES) ACT 2003
1351.
1354.
1355.
1356.
1359.
1360.
1362.
Fees are payable to the Commonwealth

Lodgment of document without payment of fee
Doing act without payment of fee
Effect of sections 1354 and 1355
Waiver and refund of fees
Debts due to the Commonwealth
Payment of fee does not give right to inspect or search
PART 9.12----REGULATIONS
1363.
1364.
1365.
1366.
1367.
1367A.
1368.
1369.
1369A.
Definitions
Power to make regulations
Scope of particular regulations
Verifying or certifying documents
Documents lodged by an agent
Publication in the prescribed manner
Exemptions from Chapter 6D or 7
Penalty notices
State termination of reference
CHAPTER 10--Transitional provisions
PART 10.1----TRANSITION FROM THE OLD CORPORATIONS LEGISLATION

1370.
1371.
1372.
1373.
1374.
1375.
1376.
Object of Part
Definitions
Relationship of Part with State validation Acts
References to things taken or deemed to be the case etc.
Existence of several versions of old corporations legislation does not result in this Part operating to take same thing to be done sev
Penalty units in respect of pre-commencement conduct remain at $100
Ceasing to be a referring State does not affect previous operation of this Part
Division 2--Carrying over registration of companies
1377.
1378.
Division has effect subject to Division 7 regulations

Existing registered companies continue to be registered
Division 3--Carrying over the old Corporations Regulations
1379.
1380.

Old Corporations Regulations continue to have effect
1381.
1382.
1383.
1384.
1384A.
1384B.
1385.

Definitions
Treatment of court proceedings under or related to the old corporations legislation--proceedings other than federal corporations proce
Treatment of court proceedings under or related to the old corporations legislation--federal corporations proceedings
Appeals etc. in relation to some former federal corporations proceedings
Effect of decisions and orders made in federal corporations proceedings before commencement
References to proceedings and orders in the new corporations legislation
Division 4--Court proceedings and orders
Division 5--Other specific transitional provisions

1386.
1387.
1388.
1389.
1390.
1391.
1392.
1393.
1394.
1395.
1396.

Certain applications lapse on the commencement
Carrying over the Partnerships and Associations Application Order
Evidentiary certificates
Preservation of nomination of body corporate as SEGC
Preservation of identification of satisfactory records
Retention of information obtained under old corporations legislation of non-referring State
Transitional provisions relating to section 1351 fees
Transitional provisions relating to securities exchange fidelity fund levies
Transitional provisions relating to National Guarantee Fund levies
Transitional provisions relating to futures organisation fidelity fund levies
1397.
1398.
1399.
1400.
1401.
1402.
1403.
1404.
1405.
1406.
1407.
1408.
Limitations on scope of this Division

Provisions of this Division may have an overlapping effect
Things done by etc. carried over provisions continue to have effect
Creation of equivalent rights and liabilities to those that existed before the commencement under carried over provisions of the old c
Creation of equivalent rights and liabilities to those that existed before the commencement under repealed provisions of the old corpo
Old corporations legislation time limits etc.
Preservation of significance etc. of events or circumstances
References in the new corporations legislation generally include references to events, circumstances or things that happened or arose
References in the new corporations legislation to that legislation or the new ASIC legislation generally include references to corresp
Carrying over references to corresponding previous laws
References to old corporations legislation in instruments
Old transitional provisions continue to have their effect
Division 6--General transitional provisions relating to other things done etc
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
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Division 1--Transitional provisions relating to the phasing-in of the new financial services regime
1410.
Definitions
Subdivision B--Treatment of existing markets
1411.
1412.
1413.
1414.
1415.
1416.
1417.
1418.
1419.
1420.
1421.
1422.
When is a market being operated immediately before the FSR commencement?

Treatment of proposed markets that have not started to operate by the FSR commencement
Obligation of Minister to grant licences covering main existing markets
Section 1413 markets--effect of licences and conditions
Section 1413 markets--preservation of old Corporations Act provisions during transition period
Section 1413 markets--powers for regulations to change how the old and new Corporations Act apply during the transition period
Section 1413 markets--additional provisions relating to previously unregulated services
Treatment of exempt stock markets and exempt futures markets (other than markets with no identifiable single operator)
Treatment of exempt stock markets and exempt futures markets that do not have a single identifiable operator
Treatment of stock markets of approved securities organisations
Treatment of special stock markets for unquoted interests in a registered scheme
Treatment of other markets that were not unauthorised
Subdivision C--Treatment of existing clearing and settlement facilities
1423.
1424.
1424A.
1425.
1426.
1427.
1428.
1429.
When is a clearing and settlement facility being operated immediately before the FSR commencement?
Treatment of proposed clearing and settlement facilities that have not started to operate by the FSR commencement
Treatment of unregulated clearing and settlement facilities operated by holders of old Corporations Act approvals
Obligation of Minister to grant licences covering main existing facilities
Section 1425 facilities--effect of licences and conditions
Section 1425 facilities--powers for regulations to change how the old and new Corporations Act apply during the transition period
Section 1425 facilities--additional provisions relating to previously unregulated services
Treatment of other clearing and settlement facilities
Subdivision D--Treatment of people who carry on financial services businesses and their representatives
1430.
1431.
1432.
1433.
1434.
1435.
1436.
1436A.
1437.
Meaning of regulated principal, regulated activities and relevant old legislation

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
Continued application of relevant old legislation
Streamlined licensing procedure for certain regulated principals
Special licences for insurance multi-agents during first 2 years after FSR commencement
Licensing decisions made within the first 2 years of the FSR commencement--regard may be had to conduct and experience of applicant or
Treatment of representatives--general
Treatment of representatives--insurance agents
1438.
1439.
1440.
1441.
1442.
New product disclosure provisions do not apply to existing products during transition period
Offences against new product disclosure provisions--additional element for prosecution to prove if conduct occurs after opting-in and
Continued application of certain provisions of old disclosure regimes during transition period
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
1442A.
1442B.
Deferred application of hawking prohibition

Deferred application of confirmation of transaction and cooling-off provisions etc.
Subdivision E--Product disclosure requirements
Subdivision F--Certain other product-related requirements
Division 2--Other transitional provisions

1443.
1444.
1445.
Definitions
Regulations may deal with transitional, saving or application matters
ASIC determinations may deal with transitional, saving or application matters
PART 10.3----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS LEGISLATION AMENDMENT ACT 2003
1447.
1448.
Application of sections 601AB and 601PB

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.
1450.
1451.
1452.
Definition
Application of Part 10.2 to Chapter 7 as amended by Schedule 2 to the amending Act
Provisions relating to the scope of the amendments of Chapter 7 made by Schedule 2
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.
1454.
1455.
1456.
1457.
1458.
1459.
1460.
1461.
1462.
1463.
1464.
1465.
1466A.
1466.
1467.
1468.
1469.
1470.
1471.
Definitions
Audit reforms in Schedule 1 to the amending Act (auditing standards and audit working papers retention rules)
Audit reforms in Schedule 1 to the amending Act (adoption of auditing standards made by accounting profession before commencement)
Audit reforms in Schedule 1 to the amending Act (new competency standard provisions)
Audit reforms in Schedule 1 to the amending Act (new annual statement requirements for auditors)
Audit reforms in Schedule 1 to the amending Act (imposition of conditions on existing registration as company auditor)
Audit reforms in Schedule 1 to the amending Act (application of items 62 and 63)
Audit reforms in Schedule 1 to the amending Act (non-audit services disclosure)
Audit reforms in Schedule 1 to the amending Act (auditor appointment)
Audit reforms in Schedule 1 to the amending Act (auditor independence)
Audit reforms in Schedule 1 to the amending Act (auditor rotation)
Audit reforms in Schedule 1 to the amending Act (listed company AGMs)
Schedule 2 to the amending Act (financial reporting)
Schedule 2A to the amending Act (true and fair view)
Schedule 3 to the amending Act (proportionate liability)
Schedule 4 to the amending Act (enforcement)
Schedule 5 to the amending Act (remuneration of directors and executives)
Schedule 6 to the amending Act (continuous disclosure)
Schedule 7 to the amending Act (disclosure rules)
Schedule 8 to the amending Act (shareholder participation and information)
PART 10.8----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (TAKEOVERS) ACT 2007
1478.
Application of amendments of the takeovers provisions
PART 10.9----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (INSOLVENCY) ACT 2007
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8/16/2016
1479.
1480.
1481.
1482.
1483.

Definition
Schedule 1
Schedule 2
Schedule 3
Schedule 4
to
to
to
to
the
the
the
the
amending
amending
amending
amending
Act
Act
Act
Act
(improving outcomes for creditors)

(deterring corporate misconduct)
(improving regulation of insolvency practitioners)
(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
1485.
1486.
Application of new subsection 206B(6)

Application of new section 206EAA
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
1487.
1488.
1489.
1490.
1491.
1492.
Definitions
Application of amendments--general
Applications of amendments--application for and grant of licences etc. authorising margin lending financial services
Application of amendments--between 6 and 12 months after commencement
Acquisition of property
Regulations
1493.
1494.
1495.
1496.
Definitions
Transitional provisions relating to limit on control of trustee companies
Transitional provisions relating to the amendments of Chapter 7
General power for regulations to deal with transitional matters
1497.
1498.
Definitions
Application of amendments
PART 10.13----TRANSITIONAL PROVISIONS RELATING TO THE PERSONAL PROPERTY SECURITIES (CORPORATIONS AND OTHER AMENDMENTS) ACT 2009
1499.
1500.
1501.
1501A.
1501B.
1502.
1503.
1504.
1505.
1506.
1507.
1508.
1509.
1510.
Definitions
Charges, liens and pledges--continuation of restriction of references
Charges, liens, pledges and third party property--application
References to the whole or substantially the whole of a company's property
Constructive notice of registrable charges
Repeal of Chapter 2K (charges)--general
Repeal of Chapter 2K (charges)--cessation of requirements in relation to documents or notices
Repeal of Chapter 2K (charges)--application of section 266
Repeal of Chapter 2K (charges)--cessation of company registration requirements
Repeal of Chapter 2K (charges)--priority between registrable charges
New section 440B (restrictions on third party property rights)
New subsection 442CB(1) (administrator's duty of care)
New section 588FP (security interests in favour of an officer of a company etc. void)
Winding up applied for before the commencement time
PART 10.14----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (CORPORATE REPORTING REFORM) ACT 2010
1510A.
1510B.
Definition
Application of Part 1 of Schedule 1 to the amending Act
PART 10.15----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (FINANCIAL MARKET SUPERVISION) ACT 2010
1511.
1512.
1513.
Definition
Regulations may deal with transitional matters
PART 10.16----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (NO. 1) ACT 2010
1516.
PART 10.17----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS AMENDMENT (IMPROVING ACCOUNTABILITY ON DIRECTOR AND EXECUTIVE REMUNERATION)
1517.
1518.
1519.
1520.
1521.
1522.
1523.
1524.
1525.
Application
Application
Application
Application
Application
Application
Application
Application
Application
of
of
of
of
of
of
of
of
of
Subdivision B of Division 1 of Part 2D.3

sections 206J, 206K, 206L and 206M
subsection 249L(2)
section 250BB
section 250BC
section 250BD
subsections 250R(4) to (10)
Division 9 of Part 2G.2
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
1526.
1527.
1528.
1529.
1530.
1531.
Definitions
Application
Application
Application
Regulations
Application
of
of
of
do
of
1531A.
1531B.
1531C.
1531D.
1531E.
Definitions
Best interests obligation
Renewal notices (opt-in requirement)
Disclosure statements
Conflicted remuneration
best interests obligations

ban on conflicted remuneration
ban on other remuneration--volume-based shelf-space fees
not apply where an acquisition of property otherwise than on just terms would result
ban on other remuneration--asset-based fees on borrowed amounts
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
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8/16/2016
1533.
1534.
1535.

Part 1 of Schedule 1 to the amending Act (winding up by ASIC)
Part 2 of Schedule 1 to the amending Act (publication requirements)
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
1536.
1537.
Definitions
Application of amendments relating to annual transparency reports
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)
1538A.
1538B.
Application of amendments relating to contributions to a fund or scheme

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 201
1539.
1540.
1541.
Application of section 1017BA (Obligation to make product dashboard publicly available)

Application of subsection 1017BB(1) (Obligation to make information relating to investment of assets of superannuation entities public
Application of section 1017BC (Obligation to provide information relating to investment of assets of superannuation entities)
PART 10.23----TRANSITIONAL PROVISIONS RELATING TO THE CLEAN ENERGY LEGISLATION (CARBON TAX REPEAL) ACT 2014
1542.
1543.
1544.
1545.
1546.
Definition
Transitional--carbon units issued before the designated carbon unit day
Transitional--variation of conditions on Australian financial services licences
Transitional--immediate cancellation of Australian financial services licences
Transitional--statements of reasons for cancellation of Australian financial services licences
PART 10.24----TRANSITIONAL PROVISIONS RELATING TO THE CORPORATIONS LEGISLATION AMENDMENT (DEREGULATORY AND OTHER MEASURES) ACT 2014
1547.
1548.
1549.
Definitions
Application of amendments relating to calling of general meetings
Application of amendments relating to directors' reports for listed companies
SCHEDULE 3 Penalties
SCHEDULE 4 Transfer of financial institutions and friendly societies
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8/16/2016

CORPORATIONS ACT 2001

Commonwealth Consolidated Acts

CORPORATIONS ACT 2001

Effect of this Part

Carrying on business: otherwise than for profit

Division 6--Subsidiaries and related bodies corporate

Division 6A--Security interests

PPSA security interest

Division 7--Interpretation of other expressions

CORPORATIONS ACT 2001

Address of registered office etc.

PART 1.2A----DISCLOSING ENTITIES

Terms defined in Division

Division contains outline of significance of being a disclosing entity

Meaning of disclosing entity provisions

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

Small business guide

PART 1.5----SMALL BUSINESS GUIDE

CORPORATIONS ACT 2001

CHAPTER 2A--Registering a company

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

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

Applying for registration

CHAPTER 2B--Basic features of a company

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

Legal capacity and powers of a company

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

Entitlement to make assumptions

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

Contracts before registration

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

Internal management of companies

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

When a name is available

Company changing its name

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

Changing company type

CORPORATIONS ACT 2001

PART 2C.1----REGISTERS GENERALLY

Who is covered by this Chapter

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

Notice of change to member register

CHAPTER 2D--Officers and employees

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

Background to duties of directors, other officers and employees

Care and diligence--civil obligation only

Material personal interest--director's duty to disclose

Powers of directors (replaceable rule--see section 135)

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

Indemnification and exemption of officer or auditor

Interpreting this Division

Division 2--Termination payments

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

CORPORATIONS ACT 2001

Remuneration of directors (replaceable rule--see section 135)

Division 3--Resignation, retirement or removal of directors

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

Minimum number of secretaries

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

Director, secretary or alternate director may notify ASIC of resignation or retirement

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

Disqualified person not to manage corporations

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