COMPANIES ACT 1981 No. 89 of 1981 - TABLE OF PROVISIONS
1.......Short title.
2.......Commencement
3.......Objects and application
4.......Repeal
5.......Interpretation
6.......References to affairs of a corporation
7.......Subsidiaries, holding companies and related corporations
8.......Relevant interests in shares
9.......Associated persons
10......Interpretation
11......Commission may inspect books without charge
12......Power of Commission to require production of books
13......Power of magistrate to issue warrant to seize books
14......Offences
15......Copies or extracts of books to be admitted in evidence
16......Privilege
17......Application for registration as auditor or liquidator
18......Registration of auditors
19......Auditor-General deemed to be registered as auditor
20......Registration of liquidators
21......Registration of official liquidators
22......Security to be given by liquidators
23......Register of Auditors
24......Registers of Liquidators and Official Liquidators
25......Notification of certain matters
26......Triennial statements by registered auditors and liquidators
27......Cancellation or suspension of registration
28......Certain persons not to apply for registration as auditor or liquidator
29......Certain persons deemed to be registered under this Act
30......Auditors and other persons to enjoy qualified privilege in certain circumstances
31......Registers
32......Relodging of lost registered documents
33......Formation of companies
34......Proprietary companies
35......Registration and incorporation
36......Membership of holding company
37......Requirements as to memorandum
38......Interpretation
39......Names of particular classes of companies
40......Reservation and registration of name of intended company
41......Reservation of name of intended recognized company
42......Registration of name of recognized company
43......Reservation and registration of proposed new name of company
44......Reservation of proposed new name of recognized company
45......Registration of new name of recognized company
46......Reservation and registration of name of intended foreign company or foreign company
47......Reservation of name of intended recognized foreign company or recognized foreign company
48......Registration of name of recognized foreign company
49......Reservation and registration of proposed new name of registered foreign company
50......Reservation of proposed new name of recognized foreign company
51......Registration of new name of recognized foreign company
52......Reservation and registration of name of recognized company proposing to transfer incorporation to the Territory
53......Reservation of name of company or recognized company proposing to transfer incorporation to participating State or Territory
54......Registration of name of recognized company after transfer of incorporation to participating State or Territory
55......Reservation and registration of name of foreign company proposing to transfer incorporation to the Territory
56......Reservation of name of foreign company proposing to transfer incorporation to participating State or Territory
57......Registration of name of foreign company that has become a recognized company after transfer of incorporation to participating State or Territory
58......Extension of reservation
59......Notification that registration of name desired in a State or another Territory
60......Registration of name of recognized company or recognized foreign company in the Territory
61......Notification that registration of name no longer desired in a participating State or Territory
62......Cancellation of registration where registration in the Territory no longer desired
63......Cancellation of registration where company or foreign company dissolved or foreign company ceases to be registered
64......Cancellation of registration where name registered by mistake
65......Change of name
66......Omission of ''Limited'' in names of charitable and other companies
67......Powers
68......Ultra vires transactions
69......Change of status
70......Change from public to proprietary company or from proprietary to public company
71......Default in complying with requirements as to proprietary companies
72......General provisions as to alteration of memorandum
73......Alterations of provisions of memorandum
74......Articles of association
75......Adoption of Table A or B
76......Alteration of articles
77......Memorandum and articles of companies limited by guarantee
78......Effect of memorandum and articles
79......Copies of memorandum and articles
80......Confirmation of contracts and authentication and execution of documents
81......Ratification of contracts made before formation of company
82......Prohibition of carrying on business with fewer than statutory minimum number of members
83......Certificate authorizing application for transfer of incorporation
84......Application by recognized company for registration under Division
85......Application by foreign company for registration under Division
86......Registration of corporations as companies
87......Effect of registration
88......Alterations to constituent documents of foreign companies
89......Effect of registration of company under corresponding law
90......Application of this Act to corporations registered under this Division
91......Establishment of registers and minute books
92......Share warrants
93......Certificate of registration conclusive evidence
94......Interpretation
95......Prohibition of issue of certain documents in relation to proposed corporations
96......Forms of application for shares or debentures to be attached to prospectus
97......Invitations or offers in relation to borrowings by a corporation
98......Contents of prospectuses
99......Certain notices, &c., not to be published
100.....Certain reports referring to prospectuses not to be published
101.....Evidentiary provisions, &c.
102.....Retention of over-subscriptions in debenture issues
103.....Registration of prospectuses
104.....Document containing offer of shares for sale deemed to be prospectus
105.....Allotment or issue of shares or debentures where prospectus indicates
106.....Expert's consent to issue of prospectus containing statement by him
107.....Civil liability for untrue statement or non-disclosure in prospectus
108.....Criminal liability for untrue statement or non-disclosure in prospectus
109.....Power to exempt from compliance with Division or to declare that Division applies as if modified
110.....Prohibition of allotment unless minimum subscription received
111.....Application moneys to be held in trust until allotment
112.....Restriction on varying contracts referred to in prospectus
113.....Return as to allotments
114.....Differences in calls and payments, reserve liability, &c.
115.....Share warrants
116.....Restriction on application of capital of company
117.....Power to make certain payments
118.....Power to issue shares at a discount
119.....Issue of shares at premium
120.....Redeemable preference shares
121.....Power of company to alter its share capital
122.....Validation of shares improperly issued
123.....Special resolution for reduction of share capital
124.....Commission to be informed of special rights carried by, or division or conversion of, shares
125.....Rights of holders of classes of shares
126.....Rights of holders of shares
127.....Rights of classes of members
128.....Rights of holders of preference shares to be set out in memorandum or articles
129.....Company financing dealings in its shares, &c.
130.....Consequences of company financing dealings in its shares, &c.
131.....Register of options
132.....Options over unissued shares
133.....Power of company to pay interest out of capital in certain cases
134.....Application and interpretation
135.....Persons obliged to comply with Division
136.....Substantial shareholdings and substantial shareholders
137.....Substantial shareholder to notify company of his interests
138.....Substantial shareholder to notify company of change in his interests
139.....Person who ceases to be substantial shareholder to notify company
140.....References to operation of section 8
141.....Copy of notice to be served on stock exchange
142.....Commission may extend period for giving notice under this Division
143.....Company to keep register of substantial shareholders
144.....Offences against certain sections
145.....Knowledge of servant or agent imputed to master or principal
146.....Powers of court with respect to defaulting substantial shareholder
147.....Register of debenture holders and copies of trust deed
148.....Branch registers
149.....Specific performance of contracts
150.....Perpetual debentures
151.....Re-issue of redeemed debentures
152.....Qualifications of trustee for debenture holders
153.....Retirement of trustees
154.....Contents of trust deed
155.....Power of Court in relation to certain irredeemable debentures
156.....Duties of trustees
157.....Powers of trustee to apply to the Court for directions, &c.
158.....Obligations of borrowing corporation
159.....Obligation of guarantor corporation to furnish information
160.....Loans and deposits to be immediately repayable on certain events
161.....Invitations or offers by prescribed corporations
162.....Compliance with laws of State or other Territory sufficient compliance for certain companies
163.....Liability of trustees for debenture holders
164.....Interpretation
165.....Approved deeds
166.....Approval of deeds
167.....Approval of trustees
168.....Covenants to be included in deeds
169.....Prescribed interests to be issued by companies only
170.....Statement to be issued
171.....No issue without approved deed
172.....Register of holders of prescribed interests
173.....Returns, information, &c., relating to prescribed interests
174.....Penalty for breach of certain provisions or covenants
175.....Winding up of schemes, &c.
176.....Power to exempt from compliance with Division and non-application of Division in certain circumstances
177.....Liability of trustees
178.....Nature of shares
179.....Numbering of shares
180.....Certificate to be evidence of title
181.....Company may have duplicate common seal
182.....Loss or destruction of certificates
183.....Instrument of transfer
184.....Registration of transfer at request of transferor
185.....Notice of refusal to register transfer
186.....Remedy for refusal to register transfer or transmission
187.....Certification of transfers
188.....Duties of company with respect to issue of certificates
189.....Interpretation
190.....Sufficient instrument of transfer
191.....Transfer of marketable securities
192.....Transfers by authorized trustee corporations
193.....Execution of transfer by transferee
194.....Effect of certain stamps on prescribed instruments
195.....Registration of prescribed instruments
196.....Operation of Division
197.....Occupation need not appear in register, instrument, &c.
198.....Offences
199.....Interpretation and application of Division
200.....Charges required to be registered
201.....Lodgment of notice of charge and copy of instrument
202.....Acquisition of property subject to charge
203.....Registration of documents relating to charges
204.....Priorities of charges
205.....Certain charges void against liquidator or official manager
206.....Assignment and variation of charges
207.....Satisfaction of, and release of property from, charges
208.....Lodgment of notices, offences, &c.
209.....Company to keep documents relating to charges and register of charges
210.....Certificates
211.....Registration under Instruments Ordinance 1933
212.....Power of Court to rectify Register, &c.
213.....Charges on property of recognized companies or recognized foreign companies
214.....Provisions applying when incorporation transferred
215.....Power to exempt from compliance with certain requirements of Division
216.....Registered office of company
217.....Notice of address of registered office and office hours
218.....Publication of name
219.....Directors
220.....Restrictions on appointment or advertisement of director
221.....Qualification of director
222.....Vacation of office
223.....Appointment of directors to be voted on individually
224.....Validity of acts of directors and secretaries
225.....Removal of directors
226.....Age of directors
227.....Certain persons not to manage corporations
228.....Disclosure of interests in contracts, property, offices, &c.
229.....Duty and liability of officers
230.....Loans to directors
231.....Register of directors' shareholdings, &c.
232.....General duty to make disclosure
233.....Payments for loss of, or retirement from, office
234.....Provisions as to assignment of office
235.....Powers to require disclosure of directors' emoluments
236.....Secretary
237.....Provisions indemnifying officers or auditors
238.....Register of directors, principal executive officers and secretaries
239.....Statutory meeting and statutory report
240.....Annual general meeting
241.....Convening of general meeting on requisition
242.....Convening of meetings
243.....Articles as to right to demand a poll
244.....Quorum, chairman, voting, &c., at meetings
245.....Proxies
246.....Power of Court to order meeting
247.....Circulation of members' resolutions, &c.
248.....Special resolutions
249.....Resolution requiring special notice
250.....Resolutions of exempt proprietary companies
251.....Lodgment with the Commission, &c., of copies of certain resolutions and agreements
252.....Resolutions at adjourned meetings
253.....Minutes of proceedings
254.....Inspection of minute books
255.....Non-application of the Division to mutual life assurance companies
256.....Register and index of members
257.....Inspection and closing of register
258.....Consequences of default by agent
259.....Power of Court to rectify register
260.....Trustee, &c., may be registered as owner of shares
261.....Power of company to obtain information as to beneficial ownership of its shares
262.....Branch registers
263.....Annual return
264.....Auditor's statement
265.....Exemption of certain companies
266.....Interpretation
267.....Accounts to be kept
268.....Financial years of grouped companies
269.....Profit and loss account, balance-sheet and group accounts
270.....Directors' reports
271.....Rounding off of amounts in accounts and reports
272.....Group accounts not to be issued, &c., until receipt of subsidiaries' accounts, &c.
273.....Relief from requirements as to accounts and reports
274.....Members of company entitled to balance-sheet, &c.
275.....Accounts and reports to be laid before annual general meeting
276.....Failure to comply with this Division
277.....Qualifications of auditors
278.....Unlimited exempt proprietary company need not appoint auditor in certain circumstances
279.....Exempt proprietary company need not appoint auditor in certain circumstances
280.....Appointment of auditors
281.....Nomination of auditors
282.....Removal and resignation of auditors
283.....Effect of winding up on office of auditor
284.....Fees and expenses of auditors
285.....Powers and duties of auditors as to reports on accounts
286.....Obstruction of auditor
287.....Special provisions relating to borrowing and guarantor corporations
288.....Banking and life insurance corporations
289.....No Title.
290.....Application for carrying out of investigation
291.....Investigations
292.....Conduct of investigations
293.....Investigation of affairs of related corporation
294.....Powers of Commission and inspectors appointed under corresponding law
295.....Powers of inspectors
296.....Examination of officers
297.....Officer failing to comply with requirement of this Part
298.....Record of examination
299.....Admissibility of record of examination in evidence in proceedings against person examined
300.....Admissibility in other proceedings of questions and answers at an examination
301.....Weight of evidence
302.....Credibility of person who answered questions
303.....Determination of objection to admissibility of question and answer
304.....Delegation by inspector
305.....Reports of investigations
306.....Provisions relating to reports
307.....Commission's powers in respect of books
308.....Privileged communications
309.....Expenses of investigation
310.....Concealing, &c., of books of corporation
311.....Power of Commission to make certain orders
312.....Application for winding up
313.....Certain powers not to be delegated
314.....Crown to be bound
315.....Power to compromise with creditors and members
316.....Information as to compromise with creditors or members
317.....Provisions for facilitating reconstruction and amalgamation of corporations
318.....Acquisition of shares of shareholders dissenting from scheme or contract approved by majority
319.....Notification of appointment of scheme manager and power of Court to require report
320.....Remedy in cases of oppression or injustice
321.....Interpretation
322.....Crown to be bound
323.....Disqualification for appointment as receiver
324.....Liability of receiver
325.....Power of Court to fix remuneration of receivers
326.....Notification of appointment of receiver
327.....Statement that receiver appointed
328.....Provisions as to information where receiver appointed
329.....Special provisions as to statement submitted to receiver
330.....Lodging of accounts of receivers
331.....Payments of certain debts out of property subject to floating charge in priority to claims under charge
332.....Enforcement of duty of receiver to make returns
333.....Interpretation
334.....Crown to be bound
335.....Power of company to call meeting of creditors to appoint official manager
336.....Statement of affairs of company to be submitted to meeting of creditors of company
337.....Power to adjourn meeting
338.....Power of creditors to place company under official management
339.....Appointment of committee of management
340.....Notice of appointment and address of official manager
341.....Effect of resolution
342.....Six-monthly meetings of creditors and members
343.....Stay of proceedings
344.....Power to extend period of official management
345.....Extension of period of official management
346.....Appointment of official manager not to affect appointment and duties of auditor
347.....Duties of official manager
348.....Undue preferences in the case of official management
349.....Application and disposal of property during official management
350.....Official manager may apply to Court for directions
351.....Certain provisions applicable to official management
352.....Power of Court to terminate official management and give directions
353.....Resolution to place company under official management effective, subject to appeal
354.....Lodgment of office copy of Court order
355.....Termination of appointment and release of official manager
356.....Notification that corporation is under official management
357.....Functions of committee of management and appointment of deputy official manager
358.....Crown to be bound
359.....Modes of winding up
360.....Liability as contributories of present and past members
361.....Nature of liability of contributory
362.....Contributories in case of death or bankruptcy of member
363.....Application for winding up
364.....Circumstances in which company may be wound up by Court
365.....Commencement of winding up by the Court
366.....As to payment of preliminary costs, &c.
367.....Powers of Court on hearing application
368.....Avoidance of dispositions of property, attachments, &c.
369.....Application to be lis pendens
370.....Certain notices to be lodged with Commission
371.....Effect of winding up order
372.....Power of Court to appoint official liquidator
373.....General provisions as to liquidators
374.....Custody and vesting of company's property
375.....Statement of company's affairs to be submitted to liquidator
376.....Preliminary report by liquidator
377.....Powers of liquidator
378.....Settlement of list of contributories and application of property
379.....Exercise and control of liquidator's powers
380.....Payment by liquidator into bank
381.....Release of liquidators and dissolution of company
382.....As to orders for release or dissolution
383.....Power to stay or terminate winding up
384.....Delivery of property to liquidator
385.....Appointment of special manager
386.....Claims of creditors and distribution of property
387.....Inspection of books by creditors and contributories
388.....Power to arrest absconding contributory
389.....Delegation to liquidator of certain powers of Court
390.....Powers of Court cumulative
391.....Limitation on right to wind up voluntarily
392.....Circumstances in which company may be wound up voluntarily
393.....Commencement of winding up
394.....Effect of voluntary winding up
395.....Declaration of solvency
396.....Liquidators
397.....Duty of liquidator to call creditors' meeting in case of insolvency
398.....Meeting of creditors
399.....Power to adjourn meeting
400.....Liquidators
401.....Execution and civil proceedings
402.....Execution and civil proceedings against recognized companies
403.....Distribution of property of company
404.....Appointment of liquidator
405.....Removal of liquidator
406.....Review of liquidator's remuneration
407.....Acts of liquidator valid, &c.
408.....Powers and duties of liquidator
409.....Power of liquidator to accept shares, &c., as consideration for sale of property of company
410.....Annual meeting of creditors
411.....Final meeting and dissolution
412.....Arrangement, when binding on creditors
413.....Application to Court to have questions determined or powers exercised
414.....Costs
415.....Interpretation
416.....Books to be kept by liquidator
417.....Disqualification of liquidators
418.....Reports by liquidator
419.....Liquidators to enjoy qualified privilege in certain circumstances
420.....Supervision of liquidators
421.....Notice of appointment and address of liquidator
422.....Liquidator's accounts
423.....Liquidator to make good defaults
424.....Notification that a corporation is in liquidation
425.....Books of company
426.....Investment of surplus funds on general account
427.....Unclaimed property to be paid to Minister
428.....Companies Liquidation Account
429.....Expenses of winding up where property insufficient
430.....Resolutions passed at adjourned meetings of creditors and contributories
431.....Meetings to ascertain wishes of creditors or contributories
432.....Convening of meetings by liquidator for appointment of committee of inspection
433.....Proceedings of committee of inspection
434.....Vacancies on committee of inspection
435.....Member of committee not to accept extra benefit
436.....Powers of Court where no committee of inspection
437.....Interpretation
438.....Proofs of debts
439.....Computation of debts
440.....Debts proved to rank equally except as otherwise provided
441.....Priority payments
442.....Orders under section 309 or under section 33 of Securities Industry Act
443.....Debts due to employees
444.....Debts of a class to rank equally
445.....Advances in respect of wages and leave of absence
446.....Priority of employees' claims over floating charges
447.....Insurance against liabilities to third parties
448.....Provisions relating to injury compensation
449.....Priority where security given for payment of taxes
450.....Power of Court to make orders in favour of certain creditors
451.....Undue preference
452.....Effect of floating charge
453.....Liquidator's right to recover in respect of certain transactions
454.....Disclaimer of onerous property
455.....Executions, attachments, &c., before winding up
456.....Duties of sheriff after receiving notice of application
457.....Prosecution of delinquent officers and members
458.....Power of Court to declare dissolution of company void
459.....Power of Commission to deregister defunct company
460.....Commission to act as representative of defunct company in certain events
461.....Outstanding property of defunct company to vest in Commission
462.....Outstanding interests in property, how disposed of
463.....Liability of Commission and Commonwealth as to property vested in Commission
464.....Accounts
465.....Recognition and enforcement in the Territory of order made in a participating State or participating Territory in relation to a recognized company or recognized foreign company
466.....Exercise by the Court of powers or functions in relation to a recognized company or recognized foreign company
467.....Power of Registrar to request Supreme Court of a participating State or participating Territory to exercise or perform powers or functions
468.....Powers and functions in the Territory of liquidators of recognized companies or recognized foreign companies
469.....Application
470.....Winding up of bodies to which this Division applies
471.....Contributories in winding up of a body to which this Division applies
472.....Power of Court to stay or restrain proceedings
473.....Outstanding property of defunct body formed within Australia
474.....Outstanding property of defunct body formed outside Australia
475.....Application of Act to no liability companies
476.....Shareholder not liable to calls or contributions
477.....Dividends payable on shares held irrespective of amount paid up on shares
478.....Calls, when due
479.....Forfeiture of shares
480.....Provisions as to sale of forfeited shares
481.....As to shares held by or in trust for company
482.....Sale of shares on non-payment of calls valid although specific numbers not advertised
483.....Postponement of sale
484.....Redemption of forfeited shares
485.....Office to be open the day before sale
486.....Distribution of surplus where cessation of business upon winding up
487.....Distribution of surplus where cessation of business within 12 months
488.....As to rights attaching to preference shares issued to promoters
489.....Restrictions on tribute arrangements
490.....Interpretation
491.....Restriction on borrowing by investment companies
492.....Restriction on investments of investment companies
493.....Restriction on underwriting by investment companies
494.....Special requirements as to articles and prospectus
495.....Investment company not to hold shares in other investment companies
496.....Investment company not to speculate in commodities
497.....Balance-sheets and accounts
498.....Investment fluctuation reserve
499.....Penalties
500.....Interpretation
501.....Notification of principal office in participating State or Territory
502.....Notice to be given of change or alteration in principal office in participating State or Territory
503.....Notice to be lodged of cessation of business in participating State or Territory
504.....Offences
505.....Interpretation
506.....Power to hold land
507.....Recognized company or recognized foreign company to have a principal office
508.....Name of recognized company or recognized foreign company to be reserved or registered
509.....Publication of name, &c., of recognized company or recognized foreign company
510.....No Title.
511.....Power of foreign companies to hold land
512.....Unregistered foreign company not to establish place of business or carry on business in the Territory
513.....Registered office of registered foreign company
514.....Agents
515.....Notice to be filed where documents, &c., altered
516.....Balance-sheets and other documents
517.....Publication of name, &c., of foreign company
518.....Cessation of business, &c.
519.....Name of foreign company to be struck off register
520.....Restriction on use of certain names
521.....Branch register of shares in foreign company
522.....Registration of shares in branch register
523.....Removal of shares from branch register
524.....Index of members and inspection and closing of branch registers
525.....Branch register to be prima facie evidence
526.....Certificate as to shareholding
527.....Penalties
528.....Service of documents on company
529.....Service of documents on recognized company or recognized foreign company
530.....Service of documents on registered foreign company
531.....Vesting of property
532.....Parts of dollar to be disregarded in determining majority in value of creditors, &c.
533.....Costs
534.....Disposal of securities if whereabouts of holder unknown
535.....Power to grant relief
536.....Power of Court to give directions with respect to meetings ordered by the Court
537.....Appeals from decisions of Commission
538.....Appeals from decisions of receivers, liquidators, &c.
539.....Irregularities
540.....Power of Commission to intervene in proceedings
541.....Examination of persons concerned with corporations
542.....Orders against persons concerned with corporations
543.....Civil proceedings not to be stayed
544.....Form and evidentiary value of books
545.....Inspection of books
546.....Location of books kept on computers, &c.
547.....Location of registers
548.....Translations of instruments
549.....Certificate of incorporation conclusive evidence
550.....Admissibility of books in evidence
551.....Court may compel compliance
552.....Restriction on offering shares, debentures, &c., for subscription or purchase
553.....Interpretation
554.....Offences by officers of certain companies
555.....Liability where proper accounts not kept
556.....Offences relating to incurring of debts or fraudulent conduct
557.....Powers of Court
558.....Certain rights not affected
559.....Inducement to be appointed liquidator or official manager
560.....Falsification of books
561.....Frauds by officers
562.....Court may disqualify person from acting as director, &c., in certain circumstances
563.....False or misleading statements
564.....False reports
565.....Dividends payable from profits only
566.....Restriction on use of words ''Limited'' and ''No Liability''
567.....Restriction on use of word ''Proprietary''
568.....Reciprocity in relation to offences
569.....Offences committed partly in and partly out of the Territory
570.....General penalty provisions
571.....Continuing offences
572.....Officers and other persons in default
573.....Power of Court to prohibit payment or transfer of moneys, securities or other property
574.....Injunctions
575.....Power of Court to punish for contempt of Court
576.....Rules
577.....Regulations
578.....Non-application of rule against perpetuities to certain schemes
579.....Act not to apply to trade unions
580.....Operation of Life Insurance Act
581.....Operation of Workmen's Compensation Supplementation Fund Ordinance
SCHEDULE 1
SCHEDULE 2
SCHEDULE 3
SCHEDULE 4
SCHEDULE 5
COMPANIES ACT 1981 No. 89 of 1981 - NOTECOMPANIES ACT 1981 No. 89, 1981
COMPANIES ACT 1981 No. 89 of 1981 - TABLE OF PROVISIONS
Companies Act 1981 No. of 1981 ------------------------------------------------------------------------------ -- ------------------------------------------------------------------------------ -- TABLE OF PROVISIONS PART I-PRELIMINARY Section 1. Short title 2. Commencement 3. Objects and application 4. Repeal 5. Interpretation 6. References to affairs of a corporation 7. Subsidiaries, holding companies and related corporations 8. Relevant interests in shares 9. Associated persons PART II-ADMINISTRATION Division 1-Powers of Inspection 10. Interpretation 11. Commission may inspect books without charge 12. Power of Commission to require production of books 13. Power of magistrate to issue warrant to seize books 14. Offences 15. Copies or extracts of books to be admitted in evidence 16. Privilege Division 2-Registration of auditors and liquidators 17. Application for registration as auditor or liquidator 18. Registration of auditors 19. Auditor-General deemed to be registered as auditor 20. Registration of liquidators 21. Registration of official liquidators 22. Security to be given by liquidators 23. Register of Auditors 24. Registers of Liquidators and Official Liquidators 25. Notification of certain matters 26. Triennial statements by registered auditors and liquidators 27. Cancellation or suspension of registration 28. Certain persons not to apply for registration as auditor or liquidator 29. Certain persons deemed to be registered under this Act 30. Auditors and other persons to enjoy qualified privilege in certain circumstances Division 3-Registers and Registration of Documents 31. Registers 32. Relodging of lost registered documents PART III-CONSTITUTION OF COMPANIES Division 1-Incorporation 33. Formation of companies 34. Proprietary companies 35. Registration and incorporation 36. Membership of holding company 37. Requirements as to memorandum Division 2-Names 38. Interpretation 39. Names of particular classes of companies 40. Reservation and registration of name of intended company 41. Reservation of name of intended recognized company 42. Registration of name of recognized company 43. Reservation and registration of proposed new name of company 44. Reservation of proposed new name of recognized company 45. Registration of new name of recognized company Back to Top
46. Reservation and registration of name of intended foreign company orforeign company 47. Reservation of name of intended recognized foreign company or recognized foreign company 48. Registration of name of recognized foreign company 49. Reservation and registration of proposed new name of registered foreign company 50. Reservation of proposed new name of recognized foreign company 51. Registration of new name of recognized foreign company 52. Reservation and registration of name of recognized company proposing to transfer incorporation to the Territory 53. Reservation of name of company or recognized company proposing to transfer incorporation to participating State or Territory 54. Registration of name of recognized company after transfer of incorporation to participating State or Territory 55. Reservation and registration of name of foreign company proposing to transfer incorporation to the Territory 56. Reservation of name of foreign company proposing to transfer incorporation to participating State or Territory 57. Registration of name of foreign company that has become a recognized company after transfer of incorporation to participating State or Territory 58. Extension of reservation 59. Notification that registration of name desired in a State or another Territory 60. Registration of name of recognized company or recognized foreign company in the Territory 61. Notification that registration of name no longer desired in a participating State or Territory 62. Cancellation of registration where registration in the Territory no longer desired 63. Cancellation of registration where company or foreign company dissolved or foreign company ceases to be registered 64. Cancellation of registration where name registered by mistake 65. Change of name 66. Omission of ''Limited'' in names of charitable and other companies Division 3-Powers and Status 67. Powers 68. Ultra vires transactions 69. Change of status 70. Change from public to proprietary company or from proprietary to public company 71. Default in complying with requirements as to proprietary companies 72. General provisions as to alteration of memorandum 73. Alterations of provisions of memorandum 74. Articles of association 75. Adoption of Table A or B 76. Alteration of articles 77. Memorandum and articles of companies limited by guarantee 78. Effect of memorandum and articles 79. Copies of memorandum and articles 80. Confirmation of contracts and authentication and execution of documents 81. Ratification of contracts made before formation of company 82. Prohibition of carrying on business with fewer than statutory minimum number of members Division 4-Transfer of Incorporation 83. Certificate authorizing application for transfer of incorporation 84. Application by recognized company for registration under Division 85. Application by foreign company for registration under Division 86. Registration of corporations as companies 87. Effect of registration 88. Alterations to constituent documents of foreign companies 89. Effect of registration of company under corresponding law 90. Application of this Act to corporations registered under this Division 91. Establishment of registers and minute books 92. Share warrants 93. Certificate of registration conclusive evidence Back to Top
PART IV-PROSPECTUSES, SECURITIES AND CHARGES Division 1-Prospectuses 94. Interpretation 95. Prohibition of issue of certain documents in relation to proposed corporations 96. Forms of application for shares or debentures to be attached to prospectus 97. Invitations or offers in relation to borrowings by corporations 98. Contents of prospectuses 99. Certain notices, &c., not to be published 100. Certain reports referring to prospectuses not to be published 101. Evidentiary provisions, &c. 102. Retention of over-subscriptions in debenture issues 103. Registration of prospectuses 104. Document containing offer of shares for sale deemed to be prospectus 105. Allotment or issue of shares or debentures where prospectus indicates application for quotation on stock market 106. Expert's consent to issue of prospectus containing statement by him 107. Civil liability for untrue statement or non-disclosure in prospectus 108. Criminal liability for untrue statement or non-disclosure in prospectus 109. Power to exempt from compliance with Division or to declare that Division applies as if modified Division 2-Restrictions on Allotment and Variation of Contracts 110. Prohibition of allotment unless minimum subscription received 111. Application moneys to be held in trust until allotment 112. Restriction on varying contracts referred to in prospectus Division 3-Shares 113. Return as to allotments 114. Differences in calls and payments, reserve liability, &c. 115. Share warrants 116. Restriction on application of capital of company 117. Power to make certain payments 118. Power to issue shares at a discount 119. Issue of shares at a premium 120. Redeemable preference shares 121. Power of company to alter its share capital 122. Validation of shares improperly issued 123. Special resolution for reduction of share capital 124. Commission to be informed of special rights carried by, or division or conversion of, shares 125. Rights of holders of classes of shares 126. Rights of holders of shares 127. Rights of classes of members 128. Rights of holders of preference shares to be set out in memorandum or articles 129. Company financing dealings in its shares, &c. 130. Consequences of company financing dealings in its shares, &c. 131. Register of options 132. Options over unissued shares 133. Power of company to pay interest out of capital in certain cases Division 4-Substantial Shareholdings 134. Application and interpretation 135. Persons obliged to comply with Division 136. Substantial shareholdings and substantial shareholders 137. Substantial shareholder to notify company of his interests 138. Substantial shareholder to notify company of change in his interests 139. Person who ceases to be substantial shareholder to notify company 140. References to operation of section 8 141. Copy of notice to be served on stock exchange 142. Commission may extend period for giving notice under this Division 143. Company to keep register of substantial shareholders
144. Offences against certain sections 145. Knowledge of servant or agent imputed to master or principal Back to Top
146. Powers of Court with respect to defaulting substantial shareholderDivision 5-Debentures 147. Register of debenture holders and copies of trust deed 148. Branch registers 149. Specific performance of contracts 150. Perpetual debentures 151. Re-issue of redeemed debentures 152. Qualifications of trustee for debenture holders 153. Retirement of trustees 154. Contents of trust deed 155. Power of Court in relation to certain irredeemable debentures 156. Duties of trustees
157. Powers of trustee to apply to the Court for directions, &c. 158. Obligations of borrowing corporation 159. Obligation of guarantor corporation to furnish information 160. Loans and deposits to be immediately repayable on certain events 161. Invitations or offers by prescribed corporations 162. Compliance with laws of State or other Territory sufficient compliance for certain companies 163. Liability of trustees for debenture holders Division 6-Prescribed Interests 164. Interpretation 165. Approved deeds 166. Approval of deeds 167. Approval of trustees 168. Covenants to be included in deeds