No. 110 of 1991

TABLE OF PROVISIONS

PART 1—PRELIMINARY

TABLE OF PROVISIONS—continued

SCHEDULE 1

AMENDMENTS OF THE CORPORATIONS ACT 1989

SCHEDULE 2

MISCELLANEOUS SUBSTANTIVE AMENDMENTS OF THE CORPORATIONS LAW

SCHEDULE 3

AMENDMENTS OF THE CORPORATIONS LAW: CONSOLIDATED ACCOUNTS OF A COMPANY AND THE ENTITIES IT CONTROLS

SCHEDULE 4

AMENDMENTS OF THE CORPORATIONS LAW: INSIDER TRADING

SCHEDULE 5

TECHNICAL AMENDMENTS OF THE CORPORATIONS LAW

TABLE OF PROVISIONS—continued

SCHEDULE 6

COMMENCEMENT AND APPLICATION OF CERTAIN CHANGES TO THE CORPORATIONS LAW

SCHEDULE 7

AMENDMENTS OF THE AUSTRALIAN SECURITIES COMMISSION ACT 1989

No. 110 of 1991

[Assented to 27 June 1991]

The Parliament of Australia enacts:

PART 1—PRELIMINARY

Short title

1. This Act may be cited as the Corporations Legislation Amendment Act 1991.

Commencement

2. (1) Subject to this section, this Act commences on the day on which it receives the Royal Assent.

(2) Subject to subsection (3), the amendments of the Corporations Act 1989 that are made by section 4 of this Act are taken to have commenced on 1 January 1991.

(3) The following amendments of the Corporations Act 1989 that are made by section 4 of this Act commence on a day to be fixed by Proclamation for the purposes of this subsection:

(a) the insertion of new definitions in subsection 50 (1);

(b) the amendment of paragraph 50 (2) (a);

(c)     the insertion of new sections 51a, 53a, 53b, 53c, 53d and 61a;

(d)     the repeal and substitution of section 52;

(e)     the amendments of sections 53, 54, 56 and 59.

(4)     Subject to subsection (5), sections 7 and 8 commence on a day or days to be fixed by Proclamation.

(5)     If section 7 or 8 does not commence under subsection (4) within the period of 6 months beginning on the day on which this Act receives the Royal Assent, that section commences on the first day after the end of that period.

(6)     Subject to subsections (7) and (8), the amendments of the Australian Securities Commission Act 1989 that are made by section 11 of this Act are taken to have commenced on 1 January 1991.

(7)     The following amendments of the Australian Securities Commission Act 1989 that are made by section 11 of this Act commence on the day on which this Act receives the Royal Assent:

(a)     the insertion of new paragraph 6a (ba);

(b)     the amendments of sections 43, 46, 49 and 102.

(8) The following amendments of the Australian Securities Commission Act 1989 that are made by section 11 of this Act commence on the day on which section 8 of this Act commences:

(a)     the amendment of the heading to Division 3 of Part 7;

(b)     the repeal and substitution of section 128;

(c)     the amendment of section 129.

(9) Part 5 is taken to have commenced on 1 January 1991.

(10)     Subject to subsection (11), the provisions of Part 6 commence on a day or days to be fixed by Proclamation.

(11)     A Proclamation under subsection (10) must not fix a day for the commencement of section 14 that is earlier than the first day on which all the provisions of Divisions 2 and 3 of Part 6 are in operation.

(12)     The provisions of Part 16 of the Australian Securities Commission Act 1989 (which is added by section 23 of this Act) commence on a day or days to be fixed by Proclamation for the purposes of this subsection.

PART 2—AMENDMENTS OF THE CORPORATIONS ACT 1989

Principal Act

3. In this Part, “Principal Act” means the Corporations Act 19891.

Amendments

4. The Principal Act is amended as set out in Schedule 1.

PART 3—AMENDMENTS OF THE CORPORATIONS LAW

Corporations Law

5. In this Part, “Corporations Law” means the Corporations Law set out in section 82 of the Corporations Act 19891.

Miscellaneous substantive and technical amendments

6. The Corporations Law is amended as set out in Schedules 2 and 5.

Consolidated accounts of a company and the entities it controls

7. The Corporations Law is amended as set out in Schedule 3.

Insider trading

8. The Corporations Law is amended as set out in Schedule 4.

Commencement and application of certain changes

9. The Corporations Law is amended as set out in Schedule 6.

PART 4—AMENDMENTS OF THE AUSTRALIAN SECURITIES COMMISSION ACT 1989

Principal Act

10. In this Part, “Principal Act” means the Australian Securities Commission Act 19892.

Amendments

11. The Principal Act is amended as set out in Schedule 7.

PART 5—AMENDMENTS OF THE CROWN DEBTS (PRIORITY) ACT 1981

Principal Act

12. In this Part, “Principal Act” means the Crown Debts (Priority) Act 19813.

Certain rights of the Crown not affected

13. Section 4 of the Principal Act is amended by omitting “Corporations Law of the Australian Capital Territory” and substituting “Corporations Act 1989”.

PART 6—ABOLITION OF NATIONAL COMPANIES AND SECURITIES COMMISSION

Division 1—General

Repeal

14. The National Companies and Securities Commission Act 1979 is repealed.

Reports and financial statements

15. (1) As soon as practicable after the commencement of this section, the Commission must:

(b)     submit the financial statements to the Auditor-General.

(2) The Auditor-General must report to the Minister:

(3) The Auditor-General must send to the Commission a report under subsection (2) and the Commission must, as soon as practicable after receiving the report:

(4) The Minister must cause copies of the report and financial statements, together with a copy of the report of the Auditor-General,

to be laid before each House of the Parliament within 15 sitting days of that House after their receipt by the Minister.

(5)     The Commission may, in discharging its obligations under this section, rely on accounts and records of the NCSC that are in the possession of the Commission or to which the Commission has access and on any other information provided to the Commission by any person who held an office in, or was employed by, the NCSC.

(6)     The Auditor-General may, in discharging his or her obligations under this section, rely on accounts and records of the NCSC that are in the possession of the Commission or to which the Commission has access and on any other information provided to the Commission by any person who held an office in, or was employed by, the NCSC.

(7)     As soon as practicable, and in any event within 3 months, after 30 June 1991, the Commission must prepare a report of the operations of the NCSC during the period of 6 months ending on that day, together with financial statements in respect of that period in such form as the Minister approves.

(8)     If the NCSC Act has not been repealed by 1 July 1991, the Commission must, within 3 months after the repeal of that Act, prepare a report of the operations of the NCSC during the period starting on 1 July 1991 and ending on the repeal of the NCSC Act, together with financial statements in respect of that period in such form as the Minister approves.

(9)     A report and financial statements prepared under subsection (7) or (8) must be dealt with in accordance with this section as if they had been prepared under paragraph (1) (a).

(10) In this section:

“Commission” means the Australian Securities Commission;

“NCSC” means the National Companies and Securities Commission;

“NCSC Act” means the National Companies and Securities Commission Act 1979;

“operations of the NCSC” includes matters relating to the preparations for the repeal of the NCSC Act or to the disposal of the NCSC’s assets and liabilities;

“State Minister” means a person who, for the purposes of the Corporations Law of a jurisdiction, is the Minister for that jurisdiction.

the Ombudsman Act 1976 applies after that commencement as if that action had been taken by the Australian Securities Commission.

Division 2—Amendments of the Corporations Law

Corporations Law

17. In this Division, “Corporations Law” means the Corporations Law set out in section 82 of the Corporations Act 19891.

Amendments

18. (1) Section 577 of the Corporations Law is amended by adding at the end the following subsections:

“(6) Where:

then, despite anything in this Law, the previous law of this jurisdiction corresponding to this section continues to operate in relation to those assets.

“(7) Where:

then, despite section 601, this section applies to the assets in the same way as it applies to assets vested in the Commission under the Corporations Law of this jurisdiction.

“(8) Where, at or after the commencement of section 254 of the ASC Law, assets become vested in the Commission because of section 601 of the Corporations Law of this jurisdiction, then, despite section 601, this section applies to the assets in the same way as it applies to assets vested in the Commission under the Corporations Law of this jurisdiction.

“(9) Despite anything in this Law, the previous law of this jurisdiction corresponding to this section continues to operate in relation to money that had been paid to a Minister in relation to this jurisdiction, under that previous law, before the commencement of section 254 of the ASC Law.”.

(2) Section 601 of the Corporations Law is amended by adding at the end of paragraph (b) “and to apply, with such modifications as the circumstances require, as if a reference in that previous law to the NCSC were, except in relation to a time before the commencement of section 254 of the ASC Law, a reference to the Commission”.

Division 3—Amendments of the Australian Securities Commission Act 1989

Principal Act

19.     In this Division, “Principal Act” means the Australian Securities Commission Act 19892.

20.     After section 6d of the Principal Act the following section is inserted in Part 1:

Liabilities etc. imposed on Commonwealth by other ASC Laws

“6e. (1) Where Part 16 of the ASC Law of another jurisdiction is expressed to transfer liabilities of the NCSC to the Commonwealth, those liabilities become liabilities of the Commonwealth by force of this subsection.

“(2) Where Part 16 of the ASC Law of another jurisdiction is expressed to make the Commonwealth a party to pending proceedings, the Commonwealth becomes a party to those proceedings by force of this subsection.

“(3) Where Part 16 of the ASC Law of another jurisdiction is expressed to create a right of action against the Commonwealth, that right against the Commonwealth is created by this subsection.”.

Confidentiality

21. At the end of section 127 of the Principal Act the following subsection is added:

“(7) This section does not apply in relation to information in relation to which section 127a applies.”.

22. After section 127 of the Principal Act the following section is inserted in Division 2 of Part 7:

Secrecy

“127a. (1) Subject to this section, a person who was at any time: (a) appointed for the purposes of a law specified in an application order; or

(b)     engaged as a member of the staff of the NCSC; or

must not, except to the extent necessary to perform his or her official duties, or to perform or exercise such a function or power, either directly or indirectly, make a record of, or disclose to any person, any information that is or was acquired by him or her because of having been so appointed, engaged or authorised, or make use of any such information, for any purpose other than the performance of his or her official duties or the performance or exercise of that function or power.

Penalty: $5,000 or imprisonment for one year, or both.

“(2) Nothing in subsection (1) precludes a person from:

“(3) The following table sets out prescribed laws of this and the other jurisdictions for the purposes of paragraph (2) (a):

23. At the end of the Principal Act the following Part is added:

“PART 16—TRANSITIONAL

Interpretation

“253. In this Part, unless the contrary intention appears:

‘assets’ means property of every kind, and includes, but is not limited to:

(a)     choses in action; and

‘authorised officer’ means:

(a)     the Minister; or

(b)     the Chairperson; or

‘commencement’, when used in a provision of this Part, means the commencement of that provision;

‘liabilities’ means liabilities of every kind, and includes, but is not limited to, obligations of every kind, whether arising under or by virtue of an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing;

‘NCSC Act’ means the National Companies and Securities Commission Act 1979;

‘NCSC instrument’ means an instrument:

(a)     to which the NCSC was a party; or

(b)     that was given to or in favour of the NCSC; or

(c)     in which a reference is made to the NCSC; or

being an instrument subsisting immediately before the commencement of the provision in which the expression is used;

‘section 462 assets’ means assets held by the NCSC in relation to which section 462 of the Companies Act 1981 or a corresponding law of this or another jurisdiction applies, whether with modifications or not;

‘trust assets of the NCSC means:

(b)     section 462 assets.

Trust assets of NCSC

“254. At the commencement:

Money of NCSC

“255. At the commencement, money held by the NCSC that:

(a)     was paid to the NCSC under section 26 of the NCSC Act; or

becomes money of the Commonwealth and is to be paid into the Consolidated Revenue Fund.

Other assets and liabilities of NCSC

“256. (1) At the commencement, the remaining assets and liabilities of the NCSC become assets and liabilities of the Commonwealth.

“(2) The Minister may declare in writing that a specified asset or liability covered by subsection (1) does not become an asset or liability of the Commonwealth.

“(3) Where the Minister makes a declaration under subsection (2), the asset or liability concerned becomes an asset or liability of the Commission.

“(4) Where the Minister makes a declaration under subsection (2) in relation to an asset, any liabilities that are associated with the asset and are specified in the direction become liabilities of the Commission.

Effect of transfer of assets and liabilities to Commission

“257. The following provisions apply to assets or liabilities that become assets or liabilities of the Commission because of section 254 or 256:

NCSC instruments

“258. (1) An NCSC instrument continues to have effect after the commencement but, in its operation in relation to acts, transactions, matters or things done, entered into or occurring after that commencement, has effect as if a reference in the instrument to the NCSC were a reference to the appropriate new body.

“(2) For the purposes of the application of subsection (1) in relation to an NCSC instrument, the appropriate new body is:

(b)    otherwise—the Commonwealth.

Pending proceedings

“259. (1) Subject to this Law, where, immediately before the commencement, proceedings to which the NCSC was a party (not being co-operative scheme proceedings) were pending in any court or tribunal of this jurisdiction, the Commonwealth is, after the commencement, substituted for the NCSC as a party to the proceedings and has the same rights in the proceedings as the NCSC had.

“(2) A right of action in favour of or against the NCSC existing immediately before the commencement (not being a right of action arising under a co-operative scheme law) is, after the commencement, taken to be a right of action in favour of or against the Commonwealth.

“(3) In this section:

‘co-operative scheme law’ means a relevant previous law of this or any other jurisdiction;

‘co-operative scheme proceedings’ means proceedings arising under a cooperative scheme law, including proceedings relating to trust assets of the NCSC.

Certificates relating to assets, liabilities and instruments

“260. (1) An authorised officer may certify, in writing, that:

“(2) A certificate under subsection (1) or a corresponding law is, in all courts and for all purposes, evidence of the matter stated in the certificate.

“(3) Where a document purports to be a certificate under subsection (1) or a corresponding law signed by a person purporting to be an authorised officer, judicial notice is to be taken of the signature of the person and of the fact that the person is or was an authorised officer.

Exemption from taxation

“261. An instrument is not subject to stamp duty or any other tax under an Act, or any other law, of this jurisdiction if an authorised officer certifies, in writing, that the instrument was made or given because of, or for a purpose connected with or arising out of, the operation of this Part or a corresponding law.

Pending proceedings etc. by or against the NCSC

“262. (1) Where, immediately before the commencement, co-operative scheme proceedings to which the NCSC was a party were pending in any court or tribunal, the Commission is, after the commencement, substituted for the NCSC as a party to the proceedings and has the same rights in the proceedings as the NCSC had.

“(2) A right of action in favour of or against the NCSC existing immediately before the commencement (being a right of action arising under a relevant previous law of this jurisdiction) is, after the commencement, taken to be a right of action in favour of or against the Commission.

“(3) In this section:

‘co-operative scheme proceedings’ means proceedings arising under a relevant previous law of this jurisdiction, including proceedings relating to trust assets of the NCSC”.

SCHEDULE 1 Section 4

AMENDMENTS OF THE CORPORATIONS ACT 1989

Subsection 3 (3):

Omit “the Australian Capital” (second occurring), substitute “a”.

Subsection 4 (1) (definition of “Commonwealth law”):

Omit “Acts and unwritten laws of the Commonwealth”, substitute “written or unwritten laws of the Commonwealth, including laws about the exercise of prerogative powers, rights and privileges”.

Subsection 4 (1):

Insert:

“ ‘ASC Law’ and ‘ASC Regulations’ have the meaning provided for by Division 2 of Part 1 of the Australian Securities Commission Act 1989;

‘Commonwealth administrative laws’ means the provisions of the following Acts:

(a)     the Administrative Appeals Tribunal Act 1975;

(b)     the Administrative Decisions (Judicial Review) Act 1977;

(c)     the Freedom of Information Act 1982;

(d)     the Ombudsman Act 1976;

(e)     the Privacy Act 1988;

and the provisions of the regulations under those Acts;”.

Subsections 6 (3), (4), (5) and (6):

Omit the subsections, substitute:

“(3) To the extent that a provision of the Corporations Regulations of the Capital Territory is taken because of a particular application of subsection (2) to have effect, or to have had effect, before the day of notification of the regulations referred to in that subsection, the provision does not operate so as to:

“(4) In subsection (3):

‘private person’ means a person other than:

(a)     the Commonwealth, a State or the Capital Territory; or

“(5) Subsection (3) does not affect any other operation that the provision has because of subsection (2) or otherwise.

SCHEDULE 1—continued

“(6) Since subsections (3), (4) and (5) deal differently with the topic dealt with by subsection 48 (2) of the Acts Interpretation Act 1901, that subsection does not apply in relation to regulations under section 22 of this Act.”.

Before subsection 9 (1):

Insert:

“(1a) In this section:

‘reserved law’ means:

(a)     this Act; or

(c)     the ASC Law, or ASC Regulations, of the Capital Territory.”.

Subsection 9 (1):

Omit all the words after “a provision of”, substitute “a reserved law.”.

Subsection 9 (2):

Omit all the words after “specified”, substitute “provision of a reserved law, or despite any provision of a specified reserved law.”.

Section 39:

Repeal the section, substitute:

Effect of Part

“39. (1) Divisions 2 and 2a have effect subject to this Act (in particular Part 9), the Corporations Law of the Capital Territory and the Australian Securities Commission Act 1989.

“(2) The provisions of:

(a)     subsections 42 (2), (3) and (4) and sections 43 and 44; and

(b)     subsections 45b (2), (3) and (4) and sections 45c and 45d;

and any other provision of this Act that has effect for the purposes of any of those provisions, extend to each external Territory.

“(3) Nothing in this Part limits the generality of anything else in it.”.

Section 40:

Add at the end:

“(2) The purposes for which an offence is to be treated as mentioned in subsection (1) include, for example (but without limitation):

(a) the investigation and prosecution of offences; and

SCHEDULE 1—continued

(f)      fines, penalties and forfeitures; and

(g) liability to make reparation in connection with offences; and (h) proceeds of crime; and

(i) spent convictions.”.

Section 41:

Repeal the section.

Subsection 42 (1):

Add at the end “and were not laws of that other jurisdiction”.

Subsection 42 (2):

Add at the end “and were not laws of that jurisdiction”.

Subsection 43 (4):

After “In performing” insert “or exercising”.

Subsection 45 (3):

Omit the subsection.

After section 45:

Insert:

“Division 2a—Administrative law

Object

“45a. The object of this Division is to further the object of this Part by providing that the Commonwealth administrative laws apply in the Capital Territory and the external Territories, in relation to the applicable provisions of a jurisdiction other than the Capital Territory, in the same way as if those provisions were laws of the Commonwealth.

Application of Commonwealth administrative laws in relation to applicable provisions of other jurisdictions

“45b. (1) The Commonwealth administrative laws apply, as laws for the government of the Capital Territory, in relation to any act, matter or thing arising under or in respect of the applicable provisions

SCHEDULE 1—continued

of another jurisdiction as if those provisions were laws of the Commonwealth and were not laws of that other jurisdiction.

“(2) The Commonwealth administrative laws that extend to an external Territory apply, as laws for the government of that Territory, in relation to any act, matter or thing arising under or in respect of the applicable provisions of a jurisdiction other than the Capital Territory as if those provisions were laws of the Commonwealth and were not laws of that jurisdiction.

“(3) A Commonwealth administrative law, as applying because of subsection (1) or (2), does not require, prohibit, empower, authorise, or otherwise provide for, the doing of an act outside the Capital Territory, or the external Territory concerned, as the case may be.

“(4) The effect that a Commonwealth administrative law has because of subsection (1) or (2) is additional to, and does not prejudice, the effect that the Commonwealth administrative law otherwise has.

Functions and powers under Commonwealth administrative laws as applying because of section 45b

“45c. (1) This section applies to a Commonwealth administrative law that confers on an officer or authority of the Commonwealth a function or power in relation to an act, matter or thing arising under or in respect of an applicable provision of the Capital Territory.

“(2) The Commonwealth administrative law, as applying because of subsection 45b (1) or (2), confers on that officer or authority the same function or power in relation to an act, matter or thing arising under or in respect of the corresponding applicable provision of a jurisdiction other than the Capital Territory.

“(3) The function or power referred to in subsection (2) may only be performed or exercised in the Capital Territory, or in the external Territory concerned, as the case may be.

“(4) In performing or exercising the function or power referred to in subsection (2), the officer or authority must act as nearly as practicable as the officer or authority would act in performing or exercising the same function or power in relation to an act, matter or thing arising under or in respect of the corresponding applicable provision of the Capital Territory.

References in a Commonwealth administrative law to a provision of such a law

“45d. A reference in a Commonwealth administrative law to a provision of that or another Commonwealth administrative law is taken, for the purposes of the first-mentioned law as applying because

SCHEDULE 1—continued

of subsection 45b (1) or (2), to be a reference to that provision as applying because of that subsection.

How acts etc. under applicable provisions of other jurisdictions are to be treated

“45e. (1) For the purposes of a law of the Commonwealth or of a law of the Capital Territory, an act, matter or thing arising under or in respect of the applicable provisions of a jurisdiction other than the Capital Territory:

“(2) Subsection (1) has effect for the purposes of a law:

(b)     except as prescribed by regulations under section 73.”.

Subsection 50 (1) (definition of “Full Court”):

After “State” (twice occurring) insert “or Territory”.

Subsection 50 (1):

Insert:

“ ‘Family Court’ means the Family Court of Australia;

‘State Family Court’, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41 (2) of that Act;”.

Subparagraph 50 (2) (a) (vii):

Omit the subparagraph, substitute:

After section 51:

Insert:

SCHEDULE 1—continued

Jurisdiction of Family Court and State Family Courts

“51a. (1) Jurisdiction is conferred on the Family Court with respect to civil matters arising under the Corporations Law of the Capital Territory.

“(2) Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on each State Family Court with respect to civil matters arising under the Corporations Law of the Capital Territory.

“(3) The jurisdiction conferred on a State Family Court by subsection (2) is not limited by any limits to which any other jurisdiction of the State Family Court may be subject.”.

Section 52:

Repeal the section, substitute:

Appeals

“52. (1) An appeal may not be instituted from a decision of the Federal Court to a court of a State or of the Capital Territory, or to the Family Court.

“(2) An appeal may not be instituted from a decision of a court of the Capital Territory to a court of a State or to the Family Court.

“(3) An appeal may not be instituted from a decision of the Supreme Court of a State to the Federal Court, to a court of the Capital Territory or of another State, to the Family Court or to a State Family Court of that State.

“(4) An appeal may not be instituted from a decision of the Family Court to the Federal Court or to a court of a State or of the Capital Territory.

“(5) An appeal may not be instituted from a decision of a State Family Court of a State to the Federal Court, to a court of the Capital Territory or of another State, or to the Supreme Court of that State.”.

Subsections 53 (3), (4) and (5):

Omit the subsections.

After section 53:

Insert:

Transfer of proceedings by Family Court and State Family Courts

“53a. (1) This section applies to a proceeding with respect to a civil matter arising under the Corporations Law of the Capital Territory in a court (in this section called the ‘first court’) having jurisdiction under section 51a.

“(2) If it appears to the first court that:

SCHEDULE 1—continued

(b)    having regard to:

(iii) the interests of justice;

the Federal Court, or the Supreme Court of a State or of the Capital Territory, is the most appropriate court to determine the proceeding; or

the first court must transfer the proceeding to the Federal Court, or to that Supreme Court, as the case may be.

“(3) Subject to subsection (2), if it appears to the first court that:

the first court must transfer the proceeding to the other court.

“(4) If:

(a)     the first court transfers the proceeding to another court; and

(b)     it appears to the first court that:

the first court must also transfer the other proceeding to the other court.

SCHEDULE 1—continued

Further matters for a court to consider when deciding whether to transfer a proceeding

“53b. In deciding whether to transfer under section 53 or 53a a proceeding or application, a court must have regard to:

Transfer may be made at any stage

“53c. A court may transfer under section 53 or 53a a proceeding or application:

(a)     on the application of a party made at any stage; or

(b)     of the court’s own motion.

Transfer of documents

“53d. Where, under section 53 or 53a, a court transfers a proceeding, or an application in a proceeding, to another court:

(b)     the other court must proceed as if:

Subsection 54 (1):

Omit “and 61,”, substitute “, 61 and 61a,”.

Subsection 54 (3) (paragraph (a) of the definition of “relevant jurisdiction”):

After “Australia” insert “or the Family Court”.

Subsection 54 (3) (paragraph (b) of the definition of “relevant jurisdiction”):

(a)     After “Australia” insert “or the Family Court”.

SCHEDULE 1—continued

Subsection 54 (3) (paragraph (d) of the definition of “relevant jurisdiction”):

After “State” insert “, or a State Family Court,”.

Subsection 56 (2):

After “Federal Court” insert “, the Family Court”.

Subsection 59 (1):

After “Federal Court” insert “, the Family Court”.

Paragraph 59 (2) (a):

Omit “or the Supreme Court of the Capital Territory or of a State”, substitute “, the Family Court, the Supreme Court of the Capital Territory or of a State or a State Family Court”.

Subsection 59 (2):

Omit “or the Supreme Court of the Capital Territory” (second occurring), substitute “, the Family Court, the Supreme Court of the Capital Territory or of that State or that State Family Court”.

After section 61:

Insert in Division 1 of Part 9:

Rules of the Family Court

“61a. (1) The power to make rules of court conferred by section 123 of the Family Law Act 1975 extends to making rules of court, not inconsistent with the Corporations Law of the Capital Territory:

(b)     with respect to any matter or thing that is:

“(2) When the Family Court is exercising jurisdiction with respect to matters arising under the Corporations Law of a State, being jurisdiction conferred by a law of a State that corresponds to this Division, that Court must apply the rules of court made under subsection (1), with such alterations as are necessary.

“(3) When a State Family Court of a State is exercising jurisdiction with respect to matters arising under the Corporations Law of the Capital Territory, being jurisdiction conferred by this Division, that

SCHEDULE 1—continued

Court must apply the rules of court made under the law of the State corresponding to subsection (1), with such alterations as are necessary.

“(4) In this section:

‘Corporations Law of a State’ does not include rules of court;

‘Corporations Law of the Capital Territory’ does not include rules of court.”.

Paragraphs 64 (1) (a) and (b):

Omit the paragraphs, substitute:

“(a) with respect to:

(i) the summary conviction; or

(iii) the trial and conviction on indictment;

of offenders or persons charged with offences against the laws of the State or Capital Territory, and with respect to:

(iv) their sentencing, punishment and release; or

(vii) the proceeds of their crimes; and

(b) with respect to the hearing and determination of:

(i) proceedings connected with; or

(ii) appeals arising out of; or

(iii) appeals arising out of proceedings Connected with;

any such trial or conviction or any matter of a kind referred to in subparagraph (a) (iv), (v), (vi) or (vii);”.

Paragraph 76 (1) (a):

Omit “those laws commenced”, substitute “the commencement of this section”.

Subsection 80 (1):

Omit the subsection, substitute:

“(1) In this section:

‘instrument’ has the same meaning as in section 14, but does not include:

(a)     a Co-operative Scheme Act; or

(b)     regulations under such an Act or under this Act; or

SCHEDULE 1—continued

‘national scheme regulations of the Capital Territory’ means the Corporations Regulations, or the ASC Regulations, of the Capital Territory.”.

Subsections 80 (2) and (3):

After “(4)” insert “and to any regulations in force under subsection (6)”.

Subsection 80 (3):

Omit “regulations made under national scheme laws”, substitute “national scheme regulations”.

Subsection 80 (4):

After subsection 80 (4):

Insert:

“(4a) Subject to any regulations in force under subsection (6), a reference in an instrument to the National Companies and Securities Commission is to be taken to include a reference to the Australian Securities Commission.”.

Paragraph 80 (5) (b):

Omit “regulations under national scheme laws”, substitute “national scheme regulations”.

Subsection 80 (6):

Omit the subsection, substitute:

“(6) Regulations under section 73:

SCHEDULE 2 Section 6

Paragraph 8 (5) (c):

Omit “, 2.2 or 3.5,”, substitute “or 2.2, Part 3.5 (except section 273),”.

Section 9 (paragraph (c) of the definition of “clients’ segregated account”):

After “section 1209” insert “or a corresponding previous law”.

Section 9 (paragraph (a) of the definition of “company”):

After “in” insert “the definition of ‘financial year’ and”.

Section 9 (definition of “financial statements”):

After “corresponding” insert “previous”.

Section 9 (definition of “prescribed interest”):

Omit all the words after paragraph (b), substitute:

“but does not include:

Section 9 (definition of “securities law”):

After “7” insert “or a corresponding previous law”.

Section 9 (definition of “person”):

Omit the definition, substitute:

“ ‘person’ has a meaning affected by section 85a;”.

Section 9:

Insert:

“‘exempt prescribed interest’ has the meaning given by section 68a;”.

‘individual’ means a natural person;”.

After paragraph 66 (3) (a):

Insert:

SCHEDULE 2—continued

whom the offer is made or the invitation is issued is at least $500,000; or”.

Subsection 66a (1):

Add at the end:

After subsection 66a (1):

Insert:

“(2a) Each of the following is an exempt body in relation to Victoria:

Subsection 66a (2):

(a)     Omit “The” (wherever occurring), substitute “the”.

(b)     Omit paragraph (b), substitute:

(c) Add at the end:

Paragraph 66a (4) (c):

Omit the paragraph, substitute:

“(c) a co-operative company registered under:

SCHEDULE 2—continued

Paragraph 66a (4) (e):

Omit “1895”, substitute “1987”.

After section 68:

Insert:

Exempt prescribed interests in relation to a jurisdiction

“68a. Each of the following is an exempt prescribed interest in relation to Western Australia:

(i) a body of the kind referred to in paragraph 66a (4) (c):

After section 85:

Insert:

SCHEDULE 2—continued

Person etc.

“85a. In this law, expressions used to denote persons generally (such as ‘person’, ‘party’, ‘someone’, ‘anyone’, ‘no-one’, ‘one’, ‘another’ and ‘whoever’), include a body politic or corporate as well as an individual.”.

Paragraph 100 (d):

Omit all the words after “accompanied by”, substitute “a written statement, signed by an officer of the body, to the effect that the person who occupies those premises has consented in writing to the address being specified in the notice and has not withdrawn that consent.”.

Section 100:

Add at the end:

“(2) The Commission may require a person who has lodged a statement under paragraph (1) (d) to produce to the Commission the consent referred to in the statement.”.

After section 109d:

Insert:

Exercise of certain powers between passing and commencing of amendments of Law

“109da. (1) This section applies where an Act (in this section referred to as the Act concerned), being:

results in the amendment of this Law so that this Law, as amended, will confer power to make an appointment or to make an instrument of a legislative or administrative character (including rules, regulations or by-laws).

“(2) Unless the contrary intention appears, the power so conferred may be exercised, and anything may be done for the purpose of enabling the exercise of the power or of bringing the appointment or instrument into effect, before the Act concerned comes into operation as if it had come into operation.

“(3) An appointment or instrument made under subsection (2) or, if the instrument contains a number of provisions, each of those provisions, takes effect:

SCHEDULE 2—continued

whichever is later.

“(4) Where a provision of this Law is to come into operation on a date to be fixed by a Proclamation or other instrument, the Proclamation or other instrument may be made and published at any time after the enactment of the originating provision.

“(5) In subsections (1), (2), (3) and (4):

‘Act’ includes a provision or provisions of an Act;

‘Law’ includes a provision or provisions of this Law.

“(6) This section applies in relation to a regulation that results in the amendment of the Corporations Regulations so that those Regulations, as amended, will confer power to make an appointment or to make an instrument of a legislative or administrative character, and so applies as if:

(a)     the first-mentioned regulation were an Act; and

(b)     the Corporations Regulations were this Law.”.

Section 109p:

Omit “are not taken to imply that references in this Law to persons do not also include references to”, substitute “do not imply that expressions in this Law of the kind mentioned in section 85a do not include”.

Section 109q:

Add at the end:

“(2) For the purposes of this section, none of the following is an Act providing for the administration or government of a Territory:

(a)     the Corporations Act 1989;

(b)     the Corporations Law of the Capital Territory;

(c)     the Australian Securities Commission Act 1989.”.

After section 109zb:

Insert:

Power to make instruments etc. may be exercised by reference to classes

“109zba. Where this Law confers upon an authority power to make an instrument (including rules, regulations or by-laws) or a resolution:

(a) specifying, declaring or prescribing a matter or thing; or

SCHEDULE 2—continued

(b) doing anything in relation to a matter or thing;

then, in exercising the power, the authority may identify the matter or thing by referring to a class or classes of matters or things.”.

After section 111g:

Insert in Part 1.3:

Effect of certain instruments made before 1 January 1991

“111h. (1) This section applies where:

“(2) The instrument has effect, and is taken always to have had effect, as an application order duly made under section 111a.

“(3) The requirements of this Division are taken to have been complied with in relation to the instrument.

“(4) The instrument is taken io have taken effect on 1 January 1991.

“(5) The effect that the instrument has, or is taken to have had, because of this section does not prejudice any other effect of the instrument, whether under a law corresponding to this section or otherwise.”.

Subsection 186 (2):

Add at the end “or a recognised company”.

Subsection 187 (1):

Omit all the words before “lodge a return”, substitute “Within one month after making an allotment of its shares, a company must”.

SCHEDULE 2—continued

Subsection 187 (6):

Omit all the words after “take”, substitute “are to be disregarded”.

After subsection 219 (2):

Insert:

“(2a) On every public document of a company that, when it is signed, issued or published:

(a)     is intended to be lodged; or

(b)     is required by or under this Law or the ASC Law to be lodged;

the company must, unless its registration number is part of its name, set out in legible characters, after the company’s name where it first appears, the expression ‘Australian Company Number’ and the company’s registration number.”.

Subsection 219 (3):

Omit “the company shall”, substitute “after 31 December 1991, the company must”.

Subsection 219 (4):

After “(2)” insert “, (2a)”.

Paragraph 219 (5) (b):

After “(2)” insert “, (2a)”.

Paragraphs 242 (7) (a) and (b):

Add at the end “and”.

Subsection 242 (7):

Add at the end:

“; and (e) within 1 month after making, because of a change in:

of a director, principal executive officer or secretary of the company, a change in the particulars specified in the register in relation to that director, principal executive officer or secretary—a return in the prescribed form notifying the Commission of the change in that name or address and containing those particulars as changed.”.

After section 242:

Insert:

SCHEDULE 2—continued

Retiring directors to notify Commission

“242a. (1) This section applies where, at the end of a particular day:

“(2) If paragraph (1) (a) applies, the retiring director must, within 1 month after that day, lodge a written notice, in the prescribed form, stating that he or she ceased on that day to be a director of the company.

“(3) If paragraph (1) (b) applies, each of the retiring directors must, within 1 month after that day, lodge a written notice, in the prescribed form, setting out the names of all the retiring directors and stating that they ceased on that day to be directors of the company.

“(4) However, if one of the retiring directors complies with subsection (3), no-one else needs to do so.

“(5) Nothing in this section affects the company’s obligations under subsection 242 (7).”.

After section 276:

Insert:

Charges of recognised companies and certain foreign companies

“276a. Part 3.5 (except section 276a) of the Corporations Law of another jurisdiction applies in and in relation to this jurisdiction:

Subsection 289 (2):

After “corresponding” insert “previous”.

Subsection 304 (7):

After “corresponding” insert “previous”.

SCHEDULE 2—continued

Subsection 305 (7):

After “corresponding” insert “previous”.

After subsection 362 (3):

Insert:

“(3a) On every public document of the body that, when it is signed, issued or published:

(a)     is intended to be lodged; or

(b)     is required by or under this Law or the ASC Law to be lodged; the body must set out in legible characters, after the body’s name where it first appears, the expression ‘Australian Registered Body Number’ and the body’s registration number.”.

Subsection 362 (4):

(b)     Omit “when”, substitute “where”.

Subsection 362 (5):

Before “(4)” insert “(3a) or”.

Subsection 362 (6):

After “(2)” insert “, (3a)”.

Subsection 383 (10):

After “corresponding” insert “previous”.

Subsection 414 (15):

After “corresponding” insert “previous”.

Paragraphs 530 (a) and (b):

Before “law” insert “previous”.

Section 750 (clause 12 of Part B):

After “corresponding” insert “previous”.

Section 750 (clause 11 of Part D):

After “corresponding” insert “previous”.

Subsection 770 (3):

Before “law” insert “previous”.

Paragraph 911 (2) (b):

After “corresponding” insert “previous”.

SCHEDULE 2—continued

Subsection 988 (7):

After “corresponding” (first occurring) insert “previous”.

Paragraph 1015 (1) (a):

After “corresponding” insert “previous”.

Subsection 1065 (3):

Omit “previous corresponding”, substitute “corresponding previous”.

Before subsection 1073 (1):

Insert:

“(1a) A person must not contravene a covenant contained, or taken to be contained, in a deed that is, or has at any time been, an approved deed.

“(1b) A person who contravenes subsection (1a) is not guilty of an offence.”.

Paragraphs 1224 (1) (b) and (c):

After “corresponding” insert “previous”.

Paragraph 1243 (2) (b):

After “corresponding” insert “previous”.

Paragraph 1265 (3) (b):

After “corresponding” insert “previous”.

Paragraph 1305 (1) (b):

Before “law” insert “previous”.

After section 1313b:

Insert:

Offences committed partly before and partly after the commencement of this Law

“1313c. (1) Where:

SCHEDULE 2—continued

the person is guilty of an offence against the provision of this Law referred to in paragraph (b).

“(2) A person is not liable to be punished for an offence against a provision of this Law constituted by the acts or omissions referred to in subsection (1) if the person has been punished for an offence under the corresponding provision of a previous law constituted by the same acts and omissions.”.

Paragraphs 1317c (a) and (b):

Add at the end “or”.

Paragraph 1317c (c):

Omit the paragraph.

Section 1317c:

Add at the end:

Subsection 1335 (1):

(b)     Omit “under this Law”.

SCHEDULE 3 Section 7

AMENDMENTS OF THE CORPORATIONS LAW:

CONSOLIDATED ACCOUNTS OF A COMPANY

AND THE ENTITIES IT CONTROLS

Section 9 (paragraph (a) of the definition of “company”):

Omit “74,”.

Section 9 (definition of “financial year”):

Omit all the words after the end of paragraph (f), substitute:

“and:

Section 9 (paragraph (b) of the definition of “profit or loss”):

Omit the paragraph, substitute:

Section 9 (definitions of “accounts”, “executive officer”, “financial statements” and “officer”):

Omit the definitions, substitute:

“ ‘accounts’, in relation to an entity within the meaning of Parts 3.6 and 3.7, means, in this Part and those Parts, all of the following:

(a)     a profit and loss account of the entity for a period;

(b)    a balance-sheet of the entity as at the end of that period;

SCHEDULE 3—continued

‘executive officer’, in relation to:

(a)     a body corporate; or

(b)     an entity within the meaning of Parts 3.6 and 3.7;

means a person, by whatever name called and whether or not a director of the body or entity, who is concerned, or takes part, in the management of the body or entity;

‘financial statements’ means:

‘officer’ has the meaning given by section 82a;”.

Section 9 (definitions of “group”, “group accounts” and “group holding company”):

Omit the definitions.

Section 9:

Insert:

“ ‘chief entity’ has the meaning given by subsection 295 (2);

‘consolidated accounts’, in relation to a company, means all of the following:

but does not include accounts that, because of paragraph 409a (1) (b), are attached to that consolidated profit and loss account or consolidated balance-sheet;

‘control’, in relation to an entity, has in Parts 3.6 and 3.7 the meaning given by section 294b;

‘economic entity’, in Parts 3.6 and 3.7, has the meaning given by section 294a;

‘entity’, in Parts 3.6 and 3.7, has the meaning given by section 294a;

‘parent entity’, in Parts 3.6 and 3.7, has the meaning given by section 294a;

SCHEDULE 3—continued

• ‘reporting entity’, in Parts 3.6 and 3.7, has the meaning given by section 294a;”.

Subsection 62 (1):

(b)     After “the body” insert “or entity”.

Paragraphs 62 (1) (a) to (h), inclusive:

Add at the end “and”.

After paragraph 62 (1) (k):

Insert:

“; and (1) in the case of such an entity that is not a body corporate— did no act prescribed for the purposes of this paragraph.”.

Subsection 62 (2):

(b)     After “the body” insert “or entity”.

Paragraph 62 (2) (a):

After “body’s” insert “or entity’s”.

Paragraphs 62 (2) (c) and (d):

After “body” (wherever occurring) insert “or entity”.

Subsection 62 (3):

(b)     After “body” (second occurring) insert “or entity”.

Section 74:

Repeal the section.

After section 82:

Insert:

Officers of bodies corporate and other entities

“82a. (1) Subject to subsection (2), ‘officer’, in relation to:

(a)     a body corporate; or

(b)     an entity within the meaning of Parts 3.6 and 3.7;

includes:

SCHEDULE 3—continued

“(2) None of the following is an officer of a body corporate, or of an entity within the meaning of Parts 3.6 and 3.7:

(a)     a receiver who is not also a manager;

(b)     a receiver and manager appointed by a court;

(c)     a liquidator appointed by a court.”.

Section 287:

Repeal the section, substitute:

Board may require copy of company’s financial statements

“287. Where an auditor of a company has sent to the Board under section 332a a copy of a report on the company’s financial statements for a financial year, the Board may, by written notice given to the company, require it to give to the Board, within 7 days after the notice is given, a copy of the financial statements.”.

Heading to Division 3 of Part 3.6:

Omit the heading, substitute:

“Division 3—Financial years of a company and the entities it controls”.

Subsections 290 (1), (2) and (3):

Omit the subsections, substitute:

“(1) Subject to this section, a company’s directors must do whatever is necessary to ensure that the financial year of each entity that the company controls coincides with the financial year of the company.

“(2) Subsection (1) must be complied with in relation to a particular entity within 12 months after:

(c)     otherwise—the company began to control the entity.

SCHEDULE 3—continued

“(3) Subject to any order by the Commission under this section, where the financial year of a company coincides with the financial year of an entity that the company controls, the company’s directors must do whatever is necessary to prevent either financial year from being changed in such a way that those financial years no longer coincide.”.

Subsection 290 (4):

(a)     Omit “holding” (wherever occurring).

(c)     Omit “the subsidiary”, substitute “the entity”.

Subsections 290 (5) and (6):

Omit “holding” (wherever occurring).

Subsection 290 (6):

Omit “and of any related corporation,”, substitute “of any related body corporate, or of any entity that the company controls, or has controlled, during a financial year of the company,”.

Subsections 290 (8), (9) and (10):

Omit “holding” (wherever occurring).

Subsection 290 (10):

Omit “a subsidiary”, substitute “an entity”.

Paragraphs 290 (10) (a) and (b):

Omit “the subsidiary”, substitute “the entity”.

Subsection 290 (11):

Add at the end “or of that Act as it applies as a law of this jurisdiction”.

Subsection 290 (12):

(b)    Omit “holding” (second occurring).

(c)     Omit “the subsidiary”, substitute “the entity”.

Subsection 290 (13):

(a)     Omit “holding” (wherever occurring).

(b)     Omit “a subsidiary”, substitute “an entity”.

(c)     Omit “the subsidiary”, substitute “the entity”.

SCHEDULE 3—continued

Paragraph 290 (14) (c):

Omit “holding”.

Heading to Division 4 of Part 3.6:

Omit the heading, substitute:

“Division 4—Accounts of a company”.

Section 295:

Repeal the section, substitute:

“Division 4a—Consolidated accounts of a company and the entities it controls

Entities, parent entities, economic entities and reporting entities

“294a. (1) The regulations may define the expression ‘entity’, ‘parent entity’, ‘economic entity’, or ‘reporting entity’, for the purposes of this Part and Part 3.7 as they apply in relation to a company in relation to prescribed financial years.

“(2) Regulations in force because of subsection (1) have effect accordingly.

“(3) Subject to subsection (2), where an accounting standard:

(b)     applies to a financial year of a company; and

the definition in the accounting standard also has effect for the purposes of this Part and Part 3.7 as they apply in relation to the company in relation to that financial year.

“(4) Despite subsections (2) and (3), each of the following is an entity for the purposes of this Part and Part 3.7:

(a)     a company;

(b)     a recognised company;

(c)     any other corporation;

(d)     a partnership;

(e)     an unincorporated body;

“(5) Despite subsections (2) and (3), where a trust has 2 or more trustees, those trustees, in their capacity as such, together constitute an entity.

SCHEDULE 3—continued

When one entity controls another

“294b. (1) The regulations may make provision for or in relation to determining, for the purposes of this Part and Part 3.7 as they apply in relation to a company in relation to prescribed financial years, whether or not an entity controls another entity.

“(2) Regulations in force because of subsection (1) have effect accordingly.

“(3) Subject to subsection (2), where, because of a provision of an accounting standard that:

(b)     applies to a financial year of a company;

an entity is taken for the purposes of that accounting standard to control another entity, the first-mentioned entity is also taken to control the other entity for the purposes of this Part and Part 3.7 as they apply in relation to the company in relation to that financial year.

Application of Division

“295. (1) The later provisions of this Division apply where a company:

and, for the purposes of this Part as it applies in relation to the company in relation to that financial year, the company is the parent entity in an economic entity that is a reporting entity.

“(2) The company is a chief entity in relation to that financial year for the purposes of this Law.

Consolidated profit and loss account

“295a. (1) The company’s directors must cause to be made out, before the deadline after that financial year, a consolidated profit and loss account that gives a true and fair view of the profit or loss, for that financial year, of the economic entity constituted by the company and the entities it controlled from time to time during that financial year (even if the company did not control the same entities throughout that financial year).

“(2) To avoid doubt, if the company did not control a particular entity throughout that financial year, the consolidated profit and loss account must relate to the entity’s profit or loss for each part of that financial year throughout which the company controlled the entity, but not to the entity’s profit or loss for any other part.

SCHEDULE 3—continued

Consolidated balance-sheet

“295b. The company’s directors must cause to be made out, before the deadline after that financial year, a consolidated balance-sheet, as at the year’s end, that gives a true and fair view of the state of affairs, as at the year’s end, of the economic entity constituted by the company and the entities that it controls at the year’s end.

“Division 4b—Requirements for financial statements”.

Subsection 296 (2):

Omit “332”, substitute “331a”.

Subsection 297 (2):

Omit the subsection.

Subsection 298 (2):

Omit the subsection.

Section 299:

Repeal the section, substitute:

Additional information to give a true and fair view

“299. (1) If a company’s financial statements for a financial year, as prepared in accordance with sections 297 and 298, would not otherwise give a true and fair view of the matters with which this Part requires them to deal, the directors must add such information and explanations as will give a true and fair view of those matters.

“(2) Nothing in subsection (1), or in section 297 or 298, limits the generality of a provision of this Division or of Division 4 or 4a, other than this section or section 297 or 298.”.

Subsection 301 (6):

Omit the subsection.

Subsection 301 (7):

(a)     Before “include” insert “in relation to the accounts”.

(b)     Omit “in relation”.

Subsection 301 (8):

Omit the subsection.

Subsections 302 (1), (2) and (3):

Omit the subsections, substitute:

“(1) Where Division 4a requires consolidated accounts to be made out in relation to a financial year of a company, the company’s directors

SCHEDULE 3—continued

must cause to be attached to them a statement that complies with this section and subsection 303 (2).

“(2) The statement must state whether or not, in the directors’ opinion, the consolidated accounts:

“(3) In forming their opinion for the purposes of subsection (2), the directors must have regard to circumstances that have arisen, and information that has become available, since the end of that financial year and that would, if the consolidated accounts had been made out when the statement is made, have affected the determination of an amount or a particular in them.”.

Subsection 302 (4):

Omit “group” (wherever occurring), substitute “consolidated”.

Subsection 302 (5):

Omit the subsection.

Subsection 302 (6):

(b)     Omit “in relation”.

Subsection 302 (7):

Omit the subsection.

Subsection 302 (8):

Omit “group”, substitute “consolidated”.

Paragraph 302 (9) (b):

Omit the paragraph, substitute:

Subsection 302 (9):

Omit “each such body corporate”, substitute “each such entity”.

SCHEDULE 3—continued

Subsection 304 (1):

Omit “group holding company at the end of”, substitute “chief entity in relation to”.

Subsection 305 (1):

Omit “group holding company at the end of”, substitute “chief entity in relation to”.

Paragraph 305 (2) (b):

Omit the paragraph, substitute:

Subsections 305 (4) and (5):

Omit the subsections, substitute:

“(4) The report must state:

“(5) The report must state the net amount of the consolidated profit or loss, for the financial year, of the economic entity referred to in paragraph (4) (a), after:

(a)     provision for income tax; and

Subsections 305 (8), (9), (10) and (11):

Omit the subsections, substitute:

“(8) The report must contain a review of:

(b)     the results of those operations.

“(9) The report must give particulars of any significant change in the state of affairs of the economic entity referred to in paragraph (4) (a) that occurred during the financial year.

SCHEDULE 3—continued

“(9a) To avoid doubt, if the company controlled a particular entity throughout some, but not all, of the financial year, the report need not relate to the entity’s activities, operations or state of affairs during a period throughout which the company did not control the entity, or to the results of such operations.

“(10) The report must give particulars of any matter or circumstance that has arisen since the end of the financial year and has significantly affected, or may significantly affect:

(b)     the results of those operations; or

“(11) The report must refer to:

(b)     the expected results of those operations.”.

Subsection 308 (2):

Omit the subsection, substitute:

“(2) If subsection 305 (1) applies, this section applies in relation to each body corporate that:

Subsection 309 (1):

Omit the subsection, substitute:

“(1) The report must set out whether or not, during or since the financial year, a director has received, or has become entitled to receive, a benefit because of a contract that:

(a)     the director; or

(b)     a firm of which the director is a member; or

(c)     an entity in which the director has a substantial financial interest; has made (during that or any other financial year) with:

(d)     the company; or

SCHEDULE 3—continued

Section 309:

Add at the end:

“(3) Subsections (1) and (2) do not apply to:

(b)    the fixed salary of a full-time employee of:

(i) the company; or

Section 311:

After “accounts” (twice occurring) insert “, consolidated accounts”.

Subsection 312 (1):

Paragraph 312 (1) (a):

Omit the paragraph, substitute:

“(a) that the consolidated accounts:

Subsection 312 (2):

(b)     Omit “group”, substitute “consolidated”.

Subsection 312 (3):

SCHEDULE 3—continued

(b)     Omit “holding” (wherever occurring).

(c)     Omit “group” (wherever occurring), substitute “consolidated”.

(d)     Omit “those accounts”, substitute “those consolidated accounts”.

Paragraph 312 (3) (a):

Omit “subsidiary”, substitute “entity”.

Paragraph 312 (3) (b):

Omit “directors of the subsidiary”, substitute “reporting officers of the entity”.

Subparagraph 312 (3) (b) (i):

Omit “the directors of the subsidiary”, substitute “those reporting officers”.

Subparagraph 312 (3) (b) (ii):

Omit “shareholder”, substitute “member of the company”.

Section 312:

Add at the end:

“(4) In this section:

‘reporting officers’, in relation to an entity, means:

(a)     in the case of a corporation—the corporation’s directors; or

(b)     otherwise—the entity’s officers.”.

Subsections 313 (1) and (2):

Omit “group”, substitute “consolidated”.

Subsection 313 (4):

Omit “and of any related body corporate,”, substitute “of any related body corporate, or of any entity that the company controls, or has controlled, during a financial year of the company,”.

Subsections 313 (6), (7), (9) and (10):

Omit “group” (wherever occurring), substitute “consolidated”.

Subparagraphs 313 (10) (b) (iii) and (iv):

Omit the subparagraphs, substitute:

Subparagraph 313 (11) (a) (i):

Omit “group”, substitute “consolidated”.

SCHEDULE 3—continued

Subsection 315 (3):

Omit “group” (wherever occurring), substitute “consolidated”.

Paragraph 316 (d):

Omit “332”, substitute “331a”.

Section 316:

Add at the end:

“(2) If a member so requires, the directors must cause the auditor’s report to be read aloud to the meeting.”.

Subsection 318 (3):

(a)     Omit “group” (wherever occurring), substitute “consolidated”.

(b)     After “Division 4” insert “or 4a”.

Subsections 318 (4) and (5):

Omit the subsections, substitute:

“(5) After the end of the period within which Division 4, 4a, 5 or 6 requires a company’s directors to cause a document to be made out, the Commission may require the company’s directors to produce the document on a specified day, at a specified place, to a specified person.

“(6) A request under subsection (5) must be made by writing given to each of the company’s directors.

“(7) In a proceeding for a contravention of Division 4, 4a, 5 or 6, proof of contravention of a requirement made under subsection (5) is prima facie evidence that the document was not made out within the period referred to in that subsection.”.

Before section 324:

Insert in Part 3.7:

“Division 1—Appointment and removal of auditors”.

Paragraph 324 (1) (e):

Omit “or to a related body corporate”, substitute “, to a related body corporate or to an entity that the company controls”.

Paragraph 324 (2) (f):

Omit “or to a related body corporate”, substitute “, to a related body corporate or to an entity that the company controls”.

Subsection 324 (3):

After “body corporate” (wherever occurring), insert “or entity”.

SCHEDULE 3—continued

Paragraph 324 (4) (a):

After “body corporate”, insert “or of an entity that the company controls”.

Paragraph 324 (4) (b):

Omit “or of a related body corporate”, substitute “, of a related body corporate or of an entity that the company controlled at that time”.

Subsection 324 (5):

Omit “or of a related body corporate”, substitute “, of a related body corporate or of an entity that that company controls or has controlled”.

Subsection 324 (6):

Omit the subsection, substitute:

“(6) For the purposes of this section, a person is not taken to be an officer of a company merely because of one or more of the following:

Subsection 324 (13):

Omit “, if it is a holding company for which group accounts are required, group accounts”, substitute “consolidated accounts (if any),”.

Paragraphs 326 (5) (c) and (d) and (6) (b):

Omit “group” (wherever occurring), substitute “consolidated”.

Subsection 327 (15):

After section 331:

Insert:

SCHEDULE 3—continued

“Division 2—The auditor’s report on the company’s financial statements

Auditor must report

“331a. (1) A company’s auditor must report to the company’s members on:

“(2) The auditor must give the report to the company’s directors soon enough for them to comply with subsection 315 (2).

Are the financial statements properly drawn up?

“331b. (1) The report must state whether or not, in the auditor’s opinion, the financial statements are properly drawn up:

(b)     in accordance with this Law; and

(c)     in accordance with applicable accounting standards.

“(2) If, in the auditor’s opinion, the financial statements are not drawn up in accordance with a particular applicable accounting standard, the report must give particulars of the quantified financial effect on the financial statements of failing to draw them up in accordance with that accounting standard.

“(3) If the auditor is not satisfied about a matter referred to in subsection (1) or (2), the report must state why not.

Matters affecting consolidated accounts

“331c. (1) If the financial statements include consolidated accounts, the report must specify each entity that the company controlled during all or a part of, or at the end of, the financial year, but of which the auditor has not acted as auditor.

“(2) If:

the report on the financial statements must specify that entity.

“(3) If:

SCHEDULE 3—continued

the report on the financial statements must:

(c)     specify the entity; and

(d)     give particulars of the qualification or comment.

Defects, irregularities and omissions

“331d. The report must describe:

(a)     any defect or irregularity in the financial statements; and

Are the financial statements, and the auditor’s report, based on adequate information?

“331e. (1) It is the auditor’s duty to form an opinion about each of the matters set out in subsection (2), and the report must set out particulars of any deficiency, failure or shortcoming in respect of any of those matters.

“(2) These are the matters:

SCHEDULE 3—continued

appropriate to the circumstances of preparing the consolidated accounts.

Members entitled to inspect auditor’s report

“331f. A member of the company is entitled to inspect the report at any reasonable time.

“Division 3—Certain powers and duties of auditors”.

Subsections 332 (1), (2), (3) and (4):

Omit the subsections.

Subsections 332 (6) and (7):

Omit the subsections, substitute:

“(6) Where Division 4a of Part 3.6 requires consolidated accounts to be made out in relation to a financial year of a company:

Subsections 332 (9) and (10):

Omit “accounts or group accounts” (wherever occurring), substitute “financial statements”.

Paragraph 332 (10) (b):

Omit “a subsidiary, of the directors of any body corporate of which the company is a subsidiary;”, substitute “an entity controlled by another corporation, of the directors of that corporation;”.

Subsection 332 (11):

Omit the subsection.

After section 332:

Insert:

Board to be informed of non-compliance with accounting standard

“332a. Where an auditor of a company:

(a) is not satisfied that the company’s financial statements for a

SCHEDULE 3—continued

financial year have been drawn up in accordance with a particular applicable accounting standard; or

the auditor must, within 7 days after the auditor gives to the company’s directors the auditor’s report under Division 2 on the financial statements, send by post to the Board a copy of the report.”.

Section 333:

Repeal the section, substitute:

Obstruction of auditor

“333. (1) An officer of a company must not, without lawful excuse, obstruct an auditor of the company.

“(2) An officer or auditor of an entity must not, without lawful excuse, obstruct an auditor of a company that controls the entity, or has controlled the entity but no longer controls it.

“(3) For the purposes of this section, a person obstructs an auditor of a company if, and only if, the person:

Before section 409:

Insert in Part 4.5:

Interpretation

“408a. (1) In this Part:

‘prescribed corporation’ means:

(a)     an Australian bank; or

SCHEDULE 3—continued

“(2) Sections 294a and 294b have effect for the purposes of this Part as if the provisions of this Part were provisions of Part 3.6.

Application of Parts 3.6 and 3.7

“408b. (1) Subject to this Part, Parts 3.6 and 3.7 apply in relation to a prescribed corporation that is a company.

“(2) Subject to this Part, Parts 3.6 and 3.7, as they apply in relation to a company (including one that is a prescribed corporation), in relation to a financial year of the company, apply in relation to an entity that is a prescribed corporation.”.

Subsections 409 (1) and (2):

Omit the subsections.

Subsection 409 (6):

Omit “Subsection 332 (3) does not apply”, substitute “Neither of sections 331b and 331d applies”.

Subsection 409 (7):

Omit the subsection.

Subsection 409 (8):

(a)     Omit “accounts or”.

(b)     Omit “accounts and”.

(c)     Omit “this section”, substitute “this Part”.

After section 409:

Insert in Part 4.5:

Consolidated accounts where the chief entity or a controlled entity is a prescribed corporation

“409a. (1) A company that is a chief entity in relation to a financial year, and its directors and auditors, do not contravene the provisions of Chapter 3 relating to consolidated accounts of companies merely because consolidated accounts of the company made out in relation to that financial year do not comply with those provisions, if:

(a) those consolidated accounts would so comply if:

(a) the company;

SCHEDULE 3—continued

company did not control the same entities throughout that financial year); and

(a) the company;

being accounts that relate to the corresponding financial year of that prescribed corporation and:

“(2) Where, because of paragraph (1) (b), accounts of a prescribed corporation are attached to consolidated accounts of a company, the first-mentioned accounts do not form part of the consolidated accounts.

“(3) A company that is a chief entity in relation to a financial year, and its directors and auditors, do not contravene section 305 merely because a directors’ report made out under that section in relation to that financial year does not relate to one or more of such of the following as are prescribed corporations at the end of that financial year:

(a)     the company;

(b)     the entities controlled by the company from time to time.

“(4) A company that is a chief entity in relation to a financial year, and its directors and auditors, do not contravene any of sections 296 and 331a to 332a, inclusive, merely because the section is not complied with in relation to one or more of such of the following as are registered under the Life Insurance Act 1945 at the end of that financial year:

(a)     the company;

(b)     the entities controlled by the company from time to time.”.

SCHEDULE 3—continued

Subsection 1058 (12):

(a)     After “4,” insert “4a, 4b,”.

(b)     Omit “, 309 and 310”, substitute “and 309”.

Subsection 1058 (13):

Omit “section 295 or 305 or with section 332 (as it relates to group accounts)”, substitute “Division 4a of Part 3.6, with section 305, or with sections 331a to 332a (inclusive) so far as they relate to consolidated accounts,”.

Subsection 1058 (14):

(a)     After “4,” insert “4a, 4b,”.

(b)     Omit “, 309 and 310”, substitute “and 309”.

Paragraph 1058 (14) (b):

Omit “group”, substitute “consolidated”.

Subsection 1058 (15):

Omit all the words before “apply”, substitute “The provisions of Divisions 4, 4b, 5 and 6 of Part 3.6 (other than sections 305, 307, 308 and 309), of section 313, of sections 331a to 332a (inclusive) except so far as they relate to consolidated accounts, and of Part 4.5”.

Subsection 1058 (23):

Omit the subsection.

Paragraph 1289 (1) (c):

After “group accounts” insert “, consolidated accounts”.

Paragraph 1309 (1) (b):

Omit the paragraph, substitute:

SCHEDULE 3—continued

Paragraph 1309 (2) (b):

Omit the paragraph, substitute:

SCHEDULE 4 Section 8

Section 1002:

Repeal the section.

Before Division 3 of Part 7.11:

Insert:

“Division 2a—Insider trading

Application of Division

“1002. This Division applies to:

Securities

“1002a. (1) In this Division and in section 1013:

‘information’ includes:

‘purchase’, in relation to securities, includes, in the case of an option contract under which a party acquires an option or right from another party, acquire the option or right under the contract, or take an assignment of the option or right, whether or not on another’s behalf;

‘securities’, in relation to a body corporate, means any of the following:

(a)     shares in the body corporate;

(c)     prescribed interests made available by the body corporate;

SCHEDULE 4—continued

at a price specified in, or to be determined in accordance with, the contract;

but does not include a futures contract or an excluded security;

‘sell’, in relation to securities, includes, in the case of an option contract under which a party acquires an option or right from another party:

(a)     grant or assign the option or right; or

whether or not on another’s behalf.

“(2) A provision of this Division or of section 1013 that applies in relation to securities of a body corporate:

Information generally available

“1002b. (1) This section has effect for the purposes of this Division and section 1013.

“(2) Information is generally available if:

(a)     it consists of readily observable matter; or

“(3) Information is also generally available if it consists of deductions, conclusions or inferences made or drawn from either or both of the following:

(a)     information referred to in paragraph (2) (a);

Material effect on price or value of securities

“1002c. For the purposes of this Division and section 1013, a reasonable person would be taken to expect information to have a material effect on the price or value of securities of a body corporate if

SCHEDULE 4—continued

the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy or sell the first-mentioned securities.

Trading, and procuring trading, in securities

“1002d. (1) Trading in securities of a body corporate that is ordinarily permitted on the stock market of a securities exchange is taken for the purposes of this Division to be permitted on that stock market even though trading in any such securities on that stock market is suspended by action taken by that securities exchange or is prohibited by a notice given to that securities exchange by the Commission under subsection 775 (2).

“(2) For the purposes of this Division and section 1013 but without limiting the meaning that the expression ‘procure’ has apart from this section, if a person incites, induces, or encourages an act or omission by another person, the first-mentioned person is taken to procure the act or omission by the other person.

Information in possession of officer of body corporate

“1002e. For the purposes of this Division and section 1013:

Information in possession of partner or employee of partnership

“1002f. For the purposes of this Division and section 1013:

(a) a member of a partnership is taken to possess any information:

SCHEDULE 4—continued

Prohibited conduct by person in possession of inside information

“1002g. (1) Subject to this Division, where:

(b)    the person knows, or ought reasonably to know, that:

(i) the information is not generally available; and

the following subsections apply.

“(2) The insider must not (whether as principal or agent):

“(3) Where trading in the securities referred to in subsection (1) is permitted on the stock market of a securities exchange, the insider must not, directly or indirectly, communicate the information, or cause the information to be communicated, to another person if the insider knows, or ought reasonably to know, that the other person would or would be likely to:

Exception for redemption of prescribed interest under buy-back covenant

“1002h. Subsection 1002g (2) does not apply in respect of the redemption by the trustee under a deed relating to prescribed interests of a prescribed interest in accordance with a buy-back covenant contained or deemed to be contained in the deed at a price that is required by the deed to be calculated, so far as is reasonably practicable, by reference to the underlying value of the assets of the financial or business undertaking or scheme, common enterprise, investment contract or time-sharing scheme to which the interest relates less any reasonable charge for purchasing the interest.

Exception for underwriters

“1002j. (1) Subsection 1002g (2) does not apply in respect of:

SCHEDULE 4—continued

(b)    entering into an agreement referred to in paragraph (a); or

“(2) Subsection 1002g (3) does not apply in respect of:

(i) enter into a sub-underwriting agreement in relation to any such securities;

(ii) subscribe for any such securities.

Exception for purchase pursuant to legal requirement

“1002k. Subsection 1002g (2) does not apply in respect of the purchase of securities pursuant to a requirement imposed by this Law.

Exception for information communicated pursuant to a legal requirement

“1002l. Subsection 1002g (3) does not apply in respect of the communication of information pursuant to a requirement imposed by the Commonwealth, a State, a Territory or any regulatory authority.

Chinese wall arrangements by bodies corporate

“1002m. A body corporate does not contravene subsection 1002g (2) by entering into a transaction or agreement at any time merely because of information in the possession of an officer of the body corporate if:

SCHEDULE 4—continued

Chinese wall arrangements by partnerships, etc.

“1002n. (1) The members of a partnership do not contravene subsection 1002g (2) by entering into a transaction or agreement at any time merely because one or more (but not all) of the members, or an employee or employees of the partnership, are in actual possession of information if:

“(2) A member of a partnership does not contravene subsection 1002g (2) by entering into a transaction or agreement otherwise than on behalf of the partnership merely because the member is taken to possess information that is in the possession of another member or an employee of the partnership.

Exception for knowledge of person’s own intentions or activities

“1002p. A natural person does not contravene subsection 1002g (2) by entering into a transaction or agreement in relation to securities of a body corporate merely because the person is aware that he or she proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to securities of that body corporate.

Exception for bodies corporate

“1002q. (1) A body corporate does not contravene subsection 1002g (2) by entering into a transaction or agreement in relation to securities of another body corporate merely because the first-mentioned body corporate is aware that it proposes to enter into or has previously entered into, one or more transactions or agreements in relation to securities of the other body corporate.

SCHEDULE 4—continued

“(2) Subject to subsection (3), a body corporate does not contravene subsection 1002g (2) by entering into a transaction or agreement in relation to securities of another body corporate merely because an officer of the first-mentioned body corporate is aware that the first-mentioned body corporate proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to securities of the other body corporate.

“(3) Subsection (2) does not apply unless the officer of the body corporate first-mentioned in that subsection became aware of the matters referred to in that subsection in the course of the performance of duties as such an officer.

Exception for officers or agents of body corporate

“1002r. (1) Subject to subsection (2), a person does not contravene subsection 1002g (2) by entering into a transaction or agreement on behalf of a body corporate in relation to securities of another body corporate merely because the person is aware that the first-mentioned body corporate proposes to enter into, or has previously entered into, one or more transactions or agreements in relation to securities of the other body corporate.

“(2) Subsection (1) does not apply unless the person became aware of the matters referred to in that subsection in the course of the performance of duties as an officer of the first-mentioned body corporate or in the course of acting as an agent of the first-mentioned body corporate.

Transactions by holder of dealers licence or a representative of the holder of such a licence

“1002s. A person (in this section called the ‘agent’) does not contravene subsection 1002g (2) by subscribing for, purchasing or selling, or entering into an agreement to subscribe for, purchase or sell, securities of a body corporate that are permitted by a securities exchange to be traded on the stock market of that securities exchange if:

SCHEDULE 4—continued

1002g (2) from entering into that transaction or agreement was not communicated to the agent and that no advice with respect to the transaction or agreement was given to the principal or to the agent by a person in possession of the information; and

but nothing in this section affects the application of subsection 1002g (2) in relation to the principal.

Prosecutions and defences

“1002t. (1) In a prosecution of a person for an act or omission that is alleged to constitute a contravention of subsection 1002g (2) or (3), it is not necessary for the prosecution to prove the non-existence of facts or circumstances which, if they existed, would, by virtue of section 1002h, 1002j, 1002k, 1002l, 1002m, 1002n, 1002p, 1002q, 1002r or 1002s, preclude the act or omission from constituting a contravention of subsection 1002g (2) or (3), as the case may be, but it is a defence if the Court is satisfied that the facts or circumstances existed.

“(2) In a prosecution brought against a person for an offence against subsection 1002g (2) because the person entered into, or procured another person to enter into, a transaction or agreement at a time when certain information was in the first-mentioned person’s possession:

“(3) In a prosecution against a person for an offence against subsection 1002g (3) because the person communicated information, or caused information to be communicated, to another person:

SCHEDULE 4—continued

Powers of court

“1002u. Where, in a proceeding instituted under this Law, the Court finds that a contravention of section 1002g has occurred, the Court may, in addition to any other orders that it may make under any other provision of this Law, make such order or orders as it thinks just, including, but without limiting the generality of the above, any one or more of the following orders:

(c)     an order restraining the issue or allotment of shares;

(d)     an order restraining the issue of securities other than shares;