This legislation has been repealed.
TABLE OF PROVISIONS Long Title PART I -- Preliminary Division 1 -- Interpretation 1. Short title and commencement 3. Terms used Division 1A -- Administration 3A. Registrar 3B. Delegation by Registrar 3C. Information officially obtained to be confidential 3D. Protection from liability for wrongdoing 3E. Judicial notice Division 2 -- Repeal of Acts and transitional provisions 4. Repeal of Acts and savings 5. Act not to apply to certain societies and companies 6. References in Acts to the Acts repealed by this Act to be read as references to this Act 7. Substitution of provisions of this Act for provisions of repealed Acts 8. Saving of Acts 9. Saving of pending proceedings for winding-up 10. Existing companies not being proprietary companies deemed to be public companies Division 3 -- Prohibition of large partnerships 11. Prohibition of partnerships exceeding certain number Division 3A -- Relationship with the Corporations legislation 11A. Co-operative companies excluded from Corporations legislation PART II -- Incorporation of companies and matters incidental thereto Division 1 -- Memorandum of association 12. Mode of forming incorporated company 13. Memorandum of company limited by shares 14. Memorandum of a no liability company 15. Memorandum of unlimited company 16. Signature etc. of memorandum 17. Restriction on alteration of memorandum 18. Mode of alteration of objects of company Division 2 -- Articles of association 19. Registration of articles 20. Application of Table A and Table B 21. Form and signature of articles 22. Alteration of articles by special resolution Division 3 -- Form of memorandum and articles 23. Statutory forms of memorandum and articles Division 4 -- Registration 24. Registration 25. Effect of registration 26. Certificate to be gazetted and certificate to be conclusive evidence of incorporation 27. Registration of unlimited company as limited Division 5 -- Provisions with respect to names of companies 28. Name of company 29. Power to dispense with “Limited” in name of charitable and other companies 30. Power of companies to change name Division 6 -- General provisions with respect to memorandum and articles 31. Effect of memorandum and articles 32. Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent 33. Copies of memorandum and articles to be supplied 34. Issued copy of memorandum to embody alterations 35. Powers implied in memorandum Division 7 -- Membership of a company 36. Definition of member Division 8 -- Proprietary companies 37. Term used: proprietary company 38. Court may determine whether a company certified as a proprietary company is a proprietary company 39. Alterations to memorandum and articles of proprietary companies Division 9 -- Reduction of number of members below legal minimum 40. Effect of carrying on business with less than minimum number of members Division 10 -- Contracts, etc. 41. Form of contracts 42. Bills of exchange and promissory notes 43. Execution of deeds abroad 44. Power of company to have special seal for use abroad 45. Authentication of documents PART III -- Share capital and debentures Division 1 -- Prospectus 46. Filing of prospectus 47. Specific requirements as to prospectus 48. Power to issue abridged advertisement 49. Restriction on alteration of terms mentioned in prospectus 50. Liability for statements in prospectus 51. Documents containing offers of shares or debentures for sale deemed to be prospectus 52. Application moneys Division 2 -- Allotment 53. Restriction as to allotment 54. Prohibition of allotment in certain cases unless statement in lieu of prospectus filed 55. Effect of irregular allotment 56. Return as to allotments Division 3 -- Commissions and discounts 57. Commissions 58. Statement in balance sheet as to commissions and discounts 59. Prohibition of provision of financial assistance by company in certain cases Division 4 -- Issue of redeemable preference shares and shares at a discount 60. Power to issue redeemable preference shares 61. Power to issue shares at a discount Division 5 -- Miscellaneous provisions as to capital 62. Power of company to arrange for different amounts being paid on shares 63. Reserve liability of company 64. Power of company limited by shares to alter its share capital 65. Notice to Registrar of consolidation of share capital, conversion of shares into stocks etc. 66. Notice of increase of share capital 67. Power of unlimited company to provide for reserved share capital on re-registration 68. Power of company to pay interest out of capital in certain cases 69. Limited company may have director with unlimited liability 70. Special resolution of company making liability of directors unlimited Division 6 -- Reduction of capital 71. Special resolution for reduction of share capital 72. Application to Court for confirming order 73. Objections by creditors and settlement of list of objecting creditors 74. Order confirming reduction 75. Registration of order and minute of reduction 76. Minute to form part of memorandum 77. Liability of members in respect of reduced shares Division 7 -- Variation of rights of shareholders 78. Rights of holders of special classes of shares 79. Provisions for modification, alteration, or abandonment of preferential or cumulative rights in relation to certain classes of shares 80. Bonus debentures and shares Division 8 -- Transfer of shares and debentures, evidence of title, etc. 81. Nature of shares 82. Transfer of shares or debentures not to be registered, except on production of instrument of transfer 83. Transfer by personal representative 84. Registration of transfer at request of transferor 85. Notice of refusal to register transfer 86. Bringing in certificates to company for transfer 87. Duties of company with respect to issue of certificates 88. Certificate of shares or stock 89. Evidence of grant of probate Division 9 -- Special provisions as to debentures 90. Right of debenture holders to inspect the register of debenture holders and to have copies of trust deed 91. Perpetual debentures 92. Power to re-issue redeemed debentures in certain cases 93. Specific performance of contract 94. Payments of certain debts out of assets subject to floating charge in priority to claims under the charge Division 10 -- Provisions as to company’s register of charges and as to copies of instruments creating charges 95. Duty of company to keep copies of instruments 96. Company’s register of charges 97. Right to inspect copies of instruments creating charges and company’s register of charges 98. Application of Part III to charges created and property subject to charge acquired by company incorporated outside this State PART IV -- Management and administration Division 1 -- Registered office, secretary of company, etc. 99. Registered office of company 100. Secretary to be appointed 101. Publication of name of company Division 2 -- Restrictions on commencement of business 102. Restriction on commencement of business Division 3 -- Register of members 103. Register of members 104. Index of members of company 105. Inspection of register 105A. Register may be kept away from registered office 106. Power to close register 107. Power to rectify register 108. Entry of trusts and trustees 109. Register to be evidence Division 4 -- Branch register 110. Company may keep branch register 111. Provisions as to branch register Division 5 -- Annual return 112. Annual return 113. Annual return to be made by a company not having share capital Division 6 -- Meetings and proceedings 114. Annual general meeting 115. First statutory meeting of company 116. Convening extraordinary general meeting on requisition 117. Provisions as to meetings 118. Representation of companies at meetings of other companies of which they are members 119. Definition of special resolution 120. Effect of special resolutions in certain cases 121. Registration and copies of special resolutions 122. Resolutions passed at adjourned meetings 123. Minutes of proceedings of meetings and directors 124. Inspection of minute books Division 7 -- Accounts 125. Accounts 126. Profit and loss account and balance sheet 127. Form of balance sheet 128. Shares in subsidiary companies 129. Particulars as to subsidiary companies 130. Meaning of subsidiary company 131. Loans to officers and employees and payments to directors 132. Reserve fund 133. Signing of balance sheet 134. Publication of balance sheet 135. Proprietary companies to furnish copies of balance sheets 136. Certain companies to publish statement periodically Division 8 -- Audit 137. Appointment and remuneration of auditors 138. Disqualification for appointment as auditor 139. Powers and duties of auditors Division 9 -- Inspection 140. Investigation of affairs of company by inspectors 141. Proceedings on report by inspectors 142. Power of company to appoint inspectors 143. Power of Governor to appoint inspector 144. Report of inspectors to be evidence Division 10 -- Directors and managers 145. Number of directors 146. Restrictions on appointment or advertisement of director 147. Qualification of director 148. Provisions as to undischarged bankrupts acting as directors 149. Validity of acts of directors 150. Register of directors 151. Remuneration of directors 152. Shareholders may appeal against rate or amount of remuneration fixed for a director 153. Statement as to remuneration of directors to be furnished to shareholders 154. Disclosure by directors of interest in contracts 155. Provisions as to payments received by directors for loss of office or on retirement 156. Provision as to assignment of office by directors Division 11 -- Avoidance of provisions in articles or contracts relieving officers from liability 157. Provisions as to liability of officers and auditors Division 12 -- Arrangements and reconstructions 158. Power to compromise with creditors and members 159. Provisions for facilitating reconstruction and amalgamation of companies 160. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority Division 13 -- Arbitrations 161. Arbitration between companies and others PART V -- No liability companies 162. Application of this Part 163. Returns to be made by no liability companies 164. Calls and forfeiture for non-payment 165. Forfeited shares to be sold by auction 166. Redemption of forfeited shares 167. Forfeited shares which are not sold to become the absolute property of the company 168. Minute of forfeiture to be conclusive evidence 169. Power to issue new scrip 170. Shareholder not liable for calls or contributions 171. Liability of directors of company for wages PART VI -- Co-operative companies 171A. Terms used 171B. Non-cooperative may apply for registration 171C. Certain non-cooperatives not to be registered 171D. Prerequisites of registration 171E. Form and content of application 171F. Registration of applicant as a co-operative company 172. Prohibition of trading as co-operative except by registered companies etc. 173. Memorandum and articles of association of co-operative companies 174. Power of co-operative company to purchase shares 175. Distribution of reserve funds and assets of co-operative company, and payment for shares on voluntary winding-up 176. Certain co-operative societies not to be registered after the commencement of this Act 176A. Co-operative company may apply to become a new body 176B. New body ceases to be registered as co-operative company 176C. New body not to impose greater liability etc. 176D. Effect of certificate that new body exists 176E. New body corporate deemed to be a continuation of the co-operative company PART VII -- Winding-up of companies Division 1 -- (a) Preliminary 177. Application of this Part 178. Modes of winding-up (b) Liability of members as contributories 179. Liability of members as contributories 180. Nature of liability of contributory 181. Contributions in case of death of member 182. Contributions in case of bankruptcy of member (c) Liquidators 184. Registered liquidators to be appointed except in special cases Division 2 -- Winding-up by Court (a) Winding-up by Court 185. Circumstances under which company may be wound up under order of Court 186. Company, when deemed unable to pay its debts (b) Petition for winding-up and effect thereof 187. Provisions as to applications for winding-up 188. Powers of Court on hearing 189. Power to stay or restrain proceedings against company 190. Avoidance of dispositions of property etc. after commencement of winding-up 191. Petition to be lis pendens (c) Commencement of winding-up 192. Commencement of winding-up by Court (d) Consequences of winding-up order 193. Copy of order to be filed with Registrar 194. Actions stayed on winding-up order 195. Effect of winding-up order (e) Official liquidators 196. Power of Court to appoint official liquidators 197. Meetings of creditors and contributories 198. Statement of company’s affairs to be submitted to liquidator 199. Report of liquidator 200. General provisions as to official liquidators 201. Custody of company’s property 202. Vesting of property of company in liquidator 203. Powers of official liquidator 204. Exercise and control of liquidator’s powers 205. Books to be kept by liquidator 206. Liquidator to pay moneys into bank 207. Audit of liquidator’s accounts 208. Control of Court over liquidators 209. Release of liquidators (f) Committees of inspection 210. Meetings of creditors and contributories to determine whether committee of inspection shall be appointed 211. Constitution and proceedings of committee of inspection 212. Powers of Court where no committee of inspection (g) General powers of Court in case of winding-up by Court 213. Power to stay winding-up 214. Settlement of list of contributories and application of assets 215. Delivery of property to liquidator 216. Payment of debts by contributory to company and extent to which set-off allowed 217. Power of Court to make calls 218. Payment into bank of moneys due to company 219. Order on contributory conclusive evidence 220. Power to appoint special manager 221. Power to exclude creditors not proving in time 222. Adjustment of rights of contributories 223. Inspection of books by creditors and contributories 224. Power to summon persons suspected of having property of company 225. Power to order examination of promoters, directors etc. 226. Power to restrain fraudulent persons from managing companies 227. Power to arrest absconding contributory 228. Powers of Court cumulative 229. Delegation to liquidator of certain powers of Court 230. Dissolution of company Division 3 -- Voluntary winding-up of company (a) Resolutions for, and commencement of, voluntary winding-up 231. Circumstances in which a company may be wound up voluntarily 232. Notice of resolution to wind up voluntarily 233. Commencement of voluntary winding-up (b) Consequences of voluntary winding-up 234. Effect of voluntary winding-up on business and status of company 235. Avoidance of transfers etc. after commencement of voluntary winding-up (c) Declaration of solvency 236. Statutory declaration of solvency in case of proposal to wind-up voluntarily (d) Provisions applicable to a members’ voluntary winding-up 237. Provisions applicable to a members’ voluntary winding-up 238. Power of company to appoint and fix remuneration of liquidators 239. Power to fill vacancy in office of liquidator 240. Power of liquidator to accept shares etc. as consideration for sale of property of company 241. Duty of liquidator to call general meeting at end of year 242. Final meeting and dissolution (e) Provisions applicable to a creditors’ voluntary winding-up 243. Provisions applicable to a creditors’ voluntary winding-up 244. Meeting of creditors 245. Appointment of liquidator 246. Appointment of committee of inspection 247. Fixing of liquidators’ remuneration and cesser of directors’ powers 248. Power to fill vacancy in office of liquidator 249. Application of s. 240 to a creditors’ voluntary winding-up 250. Duty of liquidator to call meetings of company and creditors 251. Final meeting and dissolution (f) Provisions applicable to every voluntary winding-up 252. Provisions applicable to every voluntary winding-up 253. Distribution of property of company 254. Powers and duties of liquidator in voluntary winding-up 255. Power of Court to appoint or remove liquidator 256. Notice by liquidator of his appointment 257. Arrangement, when binding on creditors 258. Power to apply to Court to have questions determined or powers exercised 259. Costs of voluntary winding-up 260. Saving for rights of creditors and contributories 261. Power of Court to adopt proceedings of voluntary winding-up Division 4 -- Winding-up subject to supervision of Court 262. Power to order winding-up subject to supervision 263. Effect of petition for winding-up subject to supervision 264. Application of s. 190 to winding-up subject to supervision 265. Power for Court to appoint or remove liquidators 266. Effect of supervision order Division 5 -- Provisions applicable to every mode of winding-up (a) Proof and ranking of claims 267. Term used: liquidator 268. Debts of all descriptions to be proved 269. Application of bankruptcy rules in winding-up of insolvent companies 270. Priority of Crown in winding-up preserved 271. Preferential payments 272. Creditors to receive interest before surplus divided (b) Effect of winding-up on antecedent and other transactions 273. Fraudulent preference 274. Avoidance of attachments etc. 275. Effect of floating charge 276. Disclaimer of onerous property 277. Restriction of rights of creditor in execution or attachment 278. Duties of sheriff as to goods taken in execution (c) Offences antecedent to or in course of winding-up 279. Offences by officers of companies in liquidation 280. Liability where proper accounts not kept 281. Responsibility of directors for fraudulent trading 282. Power of Court to assess damages against delinquent directors etc. 283. Prosecution of delinquent officers and members of the company (d) Supplementary provisions as to winding-up 284. Directors not to be liquidators and liquidators to file consent 285. Enforcement of duty of liquidator to make returns etc. 286. Notification that a company is in liquidation 287. Books of company to be evidence 288. Disposal of books and papers of company 289. Information as to pending liquidations 290. Application of unclaimed assets of company 291. Resolutions passed at adjourned meeting of creditors and contributories (e) Supplementary powers of Court 292. Meetings to ascertain wishes of creditors or contributories 293. Special commission for receiving evidence 294. Appeal to Court against decision of liquidator (f) Provisions as to dissolution 295. Power of Court to declare dissolution of company void (g) Provisions as to defunct companies 296. Registrar may strike defunct company off register 297. Registrar to act as representative of defunct company in certain events 298. Outstanding assets of defunct company 299. Outstanding realty, how disposed of 300. Outstanding personality, how disposed of 301. Registrar to keep accounts of assets which shall be open to inspection by Auditor General PART VIII -- Winding-up of unregistered companies 302. Term used: unregistered company 303. Winding-up of unregistered companies 304. Contributories in winding-up of unregistered company 305. Power of Court to stay or restrain proceedings 306. Actions stayed on winding-up 307. Provision in case of unregistered company unable to sue or be sued 308. Provisions of this Part cumulative PART IX -- Application of this Act to companies formed or registered under former Acts 309. Application to Act to companies formed under former Companies Act 310. Application of Act to companies registered under former Companies Acts 311. Mode of transferring shares PART X -- Companies not formed under this Act authorised to register under this Act 312. Companies capable of being registered 313. Definition of joint stock company 314. Requirements for registration of joint stock companies 315. Requirements for registration by company not being a joint stock company 316. Authentication of statements 317. Registrar may require evidence as to nature of company 318. Addition of “limited” to name 319. Certificate of registration 320. Certificate to be evidence of compliance with Act 321. Vesting property in company 322. Saving for existing liabilities 323. Continuance of existing actions 324. Effect of registration under Act 325. Power to substitute memorandum and articles for deed of settlement 326. Power of Court to stay or restrain proceedings 327. Actions stayed on winding-up order PART XI -- Foreign companies 328. Companies to which Part XI applies 329. Registration and documents to be delivered to Registrar 330. Company to have registered office 331. Certificate of registration 332. Power of companies incorporated in British Possessions to hold lands 333. Service on agent or at office good service on company 334. Companies to file balance sheets 335. Return to be delivered to Registrar where documents etc. altered 336. Obligation to state name of company, whether limited and country where incorporated 337. Company to give notice of intention to cease carrying on business 338. Notice to Registrar of liquidation of company outside the State 339. Notice of dissolution of foreign company 340. Provision as to companies ceasing to do business in the State 341. Winding-up of companies registered under this Part 342. Acts of agent of company to be binding on company 343. Acts under memorandum of appointment good until notice filed with Registrar 344. Proceedings on death or revocation of memorandum of appointment of agent 345. Inspection 346. Provisions as to evidence 347. Local register to be kept by foreign companies 348. Transfer of shares 349. Power to reject transfer to vest in agent or local board 350. Transfer of shares to local register 351. Local register to be deemed part of company’s register of members 352. Certificate to be prima facie evidence of title 353. Inspection of register 354. Register may be closed 355. Validity of transfer of shares of deceased person 356. Notice of rectification to be given to Registrar 357. Dividends, how payable 361. Effect of non-registration and penalties PART XII -- Receivers and managers 362. Appointment of receivers 363. Power of Court to fix remuneration of receiver 364. Delivery to Registrar of accounts of receivers and managers 365. Enforcement of duty of receiver to make returns etc. PART XIII -- Restrictions on sale of shares and offers of shares for sale Division 1 -- Restrictions relating to shares 366. Terms used 367. Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale 368. Requirements as to prospectus 368A. Advertisement may be abridged prospectus 369. Restrictions on offering shares for subscription or sale 370. Restriction on sale of shares in companies with illegal objects Division 2 -- Restrictions relating to share brokers 371. Terms used 372. Authorised share brokers 373. Provision as to registration of authorised share brokers 374. Duration of registration 375. Provisions as to application to Court for order authorising registration 376. Provisions relating to deposits made with Treasurer 377. Cancellation of registration of authorised broker by Registrar 378. Information to be supplied to Registrar 379. Names of registered authorised share brokers to be published PART XIV -- Investment companies 380. Terms used 381. Restriction on borrowing by investment companies 382. Restriction on investments of investment companies 383. Restriction on underwriting by investment companies 384. Special requirements as to articles and prospectus of investment companies 385. Investment companies not to hold shares in other Australian investment companies 386. Investment company not to speculate in commodities 387. Special provisions as to balance sheets and accounts of investment companies 388. Investment fluctuation reserve 389. Penalties 390. Saving PART XV -- Registrar’s office and administration 392. Registrar’s office 393. Fees 394. Registrar to enforce Act 395. Power to require inspection 396. Enforcement of duty of company to make returns to Registrar 397. Documents to be certified 398. Duty of Registrar to refuse registration in certain cases 399. Registrar may apply to Court for winding-up in certain cases 400. Appeal to Court against decision of Registrar 401. Authority of Registrar to destroy documents PART XVI -- Miscellaneous (a) Auditors and liquidators 402. Registration of persons qualified to act as auditors or liquidators 403. Gazettal of registration 404. Only registered persons to act as auditors or liquidators 405. Qualifications for registration as auditor or liquidator 406. Cancellation of registration of auditor or liquidator (b) Rules 407. Power of Court to make rules (c) Regulations -- tables and forms 408. Regulations 409. Application and alteration of forms and fees (d) Service of documents 410. Service of documents (e) Enforcement of orders 411. Power to enforce orders 412. Power of Court to grant relief in certain cases (f) Lost documents 413. Loss of memorandum etc. 414. Lost share certificates (g) Miscellaneous 415. Proceedings not invalidated by irregularities 416. Provision as to security for costs in actions brought by certain companies 417. Pleadings in actions against members 418. Expenses of winding-up where assets are not sufficient 419. Power of assignee to sue 420. Transfer to avoid liability 421. Non-application of rule against perpetuities to certain schemes 422. Penalty on company publishing misleading statements 423. Penalty for improper use of word “Limited” or “No liability” 424. Penalty for non-performance of provisions of Act 425. Penalty for false statement 427. Time for prosecution 428. Onus of proof 429. Transition provisions for returns, balance sheets, and accounts 430. Powers of certain foreign companies 431. Certified copy of articles of company to be prima facie evidence 432. Declaration 433. Exemption from stamp duty on reconstruction 434. Form of register, index or accounts FIRST SCHEDULE SECOND SCHEDULE THIRD SCHEDULE FOURTH SCHEDULE FIFTH SCHEDULE SIXTH SCHEDULE SEVENTH SCHEDULE EIGHTH SCHEDULE NINTH SCHEDULE TENTH SCHEDULE ELEVENTH SCHEDULE TWELFTH SCHEDULE THIRTEENTH SCHEDULE Compilation table