Commonwealth Consolidated Acts

[Index] [Table] [Search] [Search this Act] [Notes] [Noteup] [Previous] [Next] [Download] [Help]

CORPORATIONS ACT 2001 - SECT 600K

Insolvency Practice Schedule (Corporations)

    Schedule   2 has effect.

  In this Part:

Note:   See sections   9 (definition of   property ) and 51F (PPSA retention of title property).

 

Commonwealth Coat of Arms of Australia

Corporations Act 2001

No.   50, 2001

Compilation No.   130

Compilation date:   22 May 2024

Includes amendments:   Act No. 24, 2024

Registered:   3 June 2024

This compilation is in 7 volumes

Volume 1:   sections   1-260E

Volume 2:   sections   283AA-600K

Volume 3:   sections   601-742

Volume 4:   sections   760A-994Q

Volume 5:   sections   1010A-1243A

Volume 6:   sections   1272-1702

Volume 7:   Schedules

  Endnotes

Each volume has its own contents

About this compilation

This compilation

This is a compilation of the Corporations Act 2001 that shows the text of the law as amended and in force on 22 May 2024 (the compilation date ).

The notes at the end of this compilation (the endnotes ) include information about amending laws and the amendment history of provisions of the compiled law.

Uncommenced amendments

The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law.

Application, saving and transitional provisions for provisions and amendments

If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.

Editorial changes

For more information about any editorial changes made in this compilation, see the endnotes.

Modifications

If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law.

Self - repealing provisions

If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.

 

 

 

Contents

Chapter   5A--Deregistration, and transfer of registration, of companies

Part   5A.1--Deregistration

601   Meaning of property

601AA   Deregistration--voluntary

601AB   Deregistration--ASIC initiated

601AC   Deregistration--following amalgamation or winding up

601AD   Effect of deregistration

601AE   What the Commonwealth or ASIC does with the property

601AF   The Commonwealth's and ASIC's power to fulfil outstanding obligations of deregistered company

601AG   Claims against insurers of deregistered company

601AH   Reinstatement

Part   5A.2--Transfer of registration

601AI   Transferring registration

601AJ   Applying to transfer registration

601AK   ASIC makes transfer of registration declaration

601AL   ASIC to deregister company

Chapter   5B--Bodies corporate registered as companies, and registrable bodies

Part   5B.1--Registering a body corporate as a company

Division   1--Registration

601BA   Bodies corporate may be registered as certain types of companies

601BB   Bodies registered as proprietary companies

601BC   Applying for registration under this Part

601BD   ASIC gives body ACN, registers as company and issues certificate

601BE   Registered office

601BF   Name

601BG   Constitution

601BH   Modifications of constitution

601BJ   ASIC may direct company to apply for Court approval for modifications of constitution

601BK   Establishing registers and minute books

601BL   Registration of registered bodies

Division   2--Operation of this Act

601BM   Effect of registration under this Part

601BN   Liability of members on winding up

601BP   Bearer shares

601BQ   References in pre - registration contracts and other documents to par value in existing contracts and documents

601BR   First AGM

601BS   Modification by regulations

Part   5B.2--Registrable bodies

Division   1A--Preliminary

601C   Meaning of property

Division   1--Registrable Australian bodies

601CA   When a registrable Australian body may carry on business in this jurisdiction and outside its place of origin

601CB   Application for registration

601CC   Cessation of business etc.

601CCA   Publishing notices relating to cessation of business etc.

Division   2--Foreign companies

601CD   When a foreign company may carry on business in this jurisdiction

601CDA   Limited disclosure if place of origin is a prescribed country

601CE   Application for registration

601CF   Appointment of local agent

601CG   Local agent: how appointed

601CH   Local agent: how removed

601CJ   Liability of local agent

601CK   Balance - sheets and other documents

601CL   Cessation of business etc.

601CLA   Publishing notices relating to cessation of business etc.

601CM   Register of members of foreign company

601CN   Register kept under section   601CM

601CP   Notifying ASIC about register kept under section   601CM

601CQ   Effect of right to acquire shares compulsorily

601CR   Index of members and inspection of registers

601CS   Certificate as to shareholding

Division   3--Bodies registered under this Part

601CTA   Limited disclosure if place of origin is a prescribed country

601CT   Registered office

601CU   Certificate of registration

601CV   Notice of certain changes

601CW   Body's name etc. must be displayed at office and place of business

601CX   Service of documents on registered body

601CY   Power to hold land

Division   4--Register of debenture holders for non - companies

601CZA   Certain documents are debentures

601CZB   Register of debenture holders to be maintained by non - companies

601CZC   Location of register

601CZD   Application of sections   173 to 177

Part   5B.3--Names of registrable Australian bodies and foreign companies

601DA   Reserving a name

601DB   Acceptable abbreviations

601DC   When a name is available

601DD   Registered Australian bodies and registered foreign companies can carry on business with some names only

601DE   Using a name and ARBN

601DF   Exception to requirement to have ARBN on receipts

601DG   Regulations may exempt from requirement to set out information on documents

601DH   Notice of name change must be given to ASIC

601DJ   ASIC's power to direct a registered name be changed

Chapter   5C--Managed investment schemes

Part   5C.1--Registration of managed investment schemes

601EA   Applying for registration

601EB   Registration of managed investment scheme

601EC   All documents etc. lodged with ASIC to bear ARSN or ABN

601ED   When a managed investment scheme must be registered

601EE   Unregistered schemes may be wound up

Part   5C.2--The responsible entity

Division   1--Responsibilities and powers

601FA   Responsible entity to be public company and hold Australian financial services licence

601FB   Responsible entity to operate scheme

601FC   Duties of responsible entity

601FD   Duties of officers of responsible entity

601FE   Duties of employees of responsible entity

601FF   Surveillance checks by ASIC

601FG   Acquisition of interest in scheme by responsible entity

601FH   Liquidator etc. of responsible entity entitled to exercise indemnity rights

Division   2--Changing the responsible entity

601FJ   Changes only take effect when ASIC alters record of registration

601FK   Requirements of section   601FA must be met

601FL   Retirement of responsible entity

601FM   Removal of responsible entity by members

601FN   ASIC or scheme member may apply to Court for appointment of temporary responsible entity

601FP   Appointment of temporary responsible entity by Court

601FQ   Temporary responsible entity to take steps for appointment of new responsible entity

Division   3--Consequences of change of responsible entity

601FR   Former responsible entity to hand over books and provide reasonable assistance

601FS   Rights, obligations and liabilities of former responsible entity

601FT   Effect of change of responsible entity on documents etc. to which former responsible entity is party

Part   5C.3--The constitution

601GA   Contents of the constitution

601GB   Constitution must be legally enforceable

601GC   Changing the constitution

Part   5C.4--The compliance plan

601HA   Contents of the compliance plan

601HB   Compliance plan may incorporate provisions from another scheme's plan

601HC   Directors must sign lodged copy of compliance plan

601HD   ASIC may require further information about compliance plan

601HE   Changing the compliance plan

601HF   ASIC may require consolidation of compliance plan to be lodged

601HG   Audit of compliance plan

601HH   Removal and resignation of auditors

601HI   Action on change of auditor of compliance plan

Part   5C.5--The compliance committee

601JA   When is a compliance committee required?

601JB   Membership of compliance committee

601JC   Functions of compliance committee

601JD   Duties of members

601JE   Compliance committee members have qualified privilege in certain cases

601JF   When can responsible entity indemnify compliance committee members?

601JG   When can responsible entity pay insurance premiums for compliance committee members?

601JH   Proceedings of compliance committee

601JJ   Disclosure of interests

Part   5C.6--Members' rights to withdraw from a scheme

601KA   Members' rights to withdraw

601KB   Non - liquid schemes--offers

601KC   Non - liquid schemes--only one withdrawal offer to be open at any time

601KD   Non - liquid schemes--how payments are to be made

601KE   Non - liquid schemes--responsible entity may cancel withdrawal offer

Part   5C.7--Related party transactions

601LA   Chapter   2E applies with modifications

601LB   Replacement section   207

601LC   Replacement section   208

601LD   Omission of sections   213, 214 and 224

601LE   Modification of section   225

Part   5C.8--Effect of contraventions (civil liability and voidable contracts)

601MA   Civil liability of responsible entity to members

601MB   Voidable contracts where subscription offers and invitations contravene this Act

Part   5C.9--Winding up

601NA   Winding up required by scheme's constitution

601NB   Winding up at direction of members

601NC   Winding up if scheme's purpose accomplished or cannot be accomplished

601ND   Winding up ordered by Court

601NE   The winding up of the scheme

601NF   Other orders about winding up

601NG   Unclaimed money to be paid to ASIC

Part   5C.10--Deregistration

Division   1--Registered schemes that are not Australian passport funds

601PAA   Application of this Division

601PA   Deregistration--voluntary

601PB   Deregistration by ASIC

Division   2--Registered schemes that are Australian passport funds

601PBA   Application of this Division

601PBB   Deregistration--voluntary

601PBC   Deregistration--initiated by ASIC

601PBD   Notices relating to deregistration process

601PBE   Consequences of deregistration on status as an Australian passport fund

601PC   Reinstatement

Part   5C.11--Exemptions and modifications

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

601QB   Modification by regulations

Chapter   5D--Licensed trustee companies

Part   5D.1--Preliminary

601RAA   Meaning of fees and law-- Chapter   5D

601RAB   Meaning of trustee company and client

601RAC   Meaning of traditional trustee company services and estate management functions

601RAD   Meaning of person with a proper interest

601RAE   Interaction between trustee company provisions and State and Territory laws

Part   5D.2--Powers etc. of licensed trustee companies

Division   1--General provisions

601SAA   Jurisdiction of courts not affected etc.

601SAB   Regulations may prescribe other powers etc.

601SAC   Powers etc. conferred by or under this Chapter are in addition to other powers etc.

Division   2--Accounts

601SBA   Licensed trustee company not required to file accounts

601SBB   Licensed trustee company may be required to provide account in relation to estate

601SBC   Court may order audit

Division   3--Common funds

601SCA   Common funds of licensed trustee companies

601SCAA   Common funds that are also registered schemes

601SCB   Obligations relating to common funds

601SCC   Regulations relating to establishment or operation of common funds

601SCD   Arm's length transactions

Part   5D.3--Regulation of fees charged by licensed trustee companies

Division   1--Disclosure of fees

601TAA   Schedule of fees to be published and available

601TAB   Disclosure to clients of changed fees

Division   2--General provisions about charging fees

601TBA   Charging of fees for the provision of traditional trustee company services

601TBB   Part does not prevent charging of fees as agreed etc.

601TBC   Part does not prevent charging fee for provision of account

601TBD   Part does not prevent reimbursement

601TBE   Estate management functions: payment of fees out of estate

Division   3--Fees otherwise than for being trustee or manager of a charitable trust

601TCA   Fees otherwise than for being the trustee or manager of a charitable trust

601TCB   Additional amount for preparation of returns etc.

Division   4--Fees for being trustee or manager of a charitable trust

Subdivision A--New client charitable trusts

601TDA   Subdivision applies to new client charitable trusts

601TDB   What the trustee company may charge

601TDC   Option 1: capital commission and income commission

601TDD   Option 2: annual management fee

601TDE   Additional amount if trust money is in a common fund

601TDF   Additional amount for preparation of returns etc.

Subdivision B--Existing client charitable trusts

601TDG   Subdivision applies to existing client charitable trusts

601TDH   Trustee company not to charge more than was being charged before section commenced

601TDI   Additional amount if trust money is in a common fund

601TDJ   Additional amount for preparation of returns etc.

Division   5--Miscellaneous

601TEA   Power of the Court with respect to excessive fees

601TEB   Directors' fees

Part   5D.4--Duties of officers and employees of licensed trustee companies

601UAA   Duties of officers of licensed trustee company

601UAB   Duties of employees of licensed trustee company

Part   5D.5--Limit on control of and proposed licensed trustee companies

Division   1--15% voting power limit

601VAA   Meaning of unacceptable control situation --licensed trustee company or a proposed licensed trustee company

601VAB   Acquisitions of shares

601VAC   Orders to remedy unacceptable control situation

601VAD   Injunctions

Division   2--Approval to exceed 15% voting power limit

601VBA   Application for approval to exceed 15% voting power limit

601VBB   Approval of application

601VBC   Duration of approval

601VBD   Conditions of approval

601VBE   Varying percentage approved

601VBF   Revoking an approval

601VBG   Minister may require further information from applicants

601VBH   Minister may seek views of the company concerned and its clients

601VBI   Time limit for Minister's decision

Division   3--Other matters

601VCA   Acquisition of property

601VCB   Interests of clients to be viewed as a group

601VCC   Anti - avoidance

Part   5D.6--ASIC - approved transfers of estate assets and liabilities

Division   1--Preliminary

601WAA   Meaning of estate assets and liabilities

Division   2--Transfer of estate assets and liabilities

601WBA   Transfer determinations

601WBB   When consent of receiving company is in force

601WBC   Complementary State or Territory legislation

601WBD   Minister's power to decide that his or her consent is not required

601WBE   Determinations may impose conditions

601WBF   Notice of determination

601WBG   Certificate of transfer

601WBH   Notice of certificate

601WBI   Time and effect of transfer

601WBJ   Substitution of trustee company

601WBK   Liabilities for breach of trust and other matters not affected by this Part

Division   3--Other matters related to the transfer of estate assets and liabilities

601WCA   Certificates evidencing operation of Act etc.

601WCB   Certificates in relation to land and interests in land

601WCC   Certificates in relation to other assets

601WCD   Documents purporting to be certificates

601WCE   Construction of references to transferring company

601WCF   Income or other distribution received by transferring company

601WCG   Access to books

601WCH   Minister or ASIC may seek views of trustee company and its clients

601WCI   Authorisation to perform functions or exercise powers in this Part

Division   4--Miscellaneous

601WDA   Transferring company required to contact certain persons

Part   5D.7--Contraventions and holding out

601XAA   Civil liability of licensed trustee companies

601XAB   Prohibition on holding out

Part   5D.8--Exemptions and modifications

601YAA   Exemptions and modifications by ASIC

601YAB   Exemptions and modifications by regulations

Chapter   6--Takeovers

602   Purposes of Chapter

602A   Meaning of substantial interest

603   Chapter extends to some listed bodies that are not companies

604   Chapter extends to listed registered schemes

605   Classes of securities

605A   Chapter does not apply to MCIs

Part   6.1--Prohibited acquisitions of relevant interests in voting shares

606   Prohibition on certain acquisitions of relevant interests in voting shares

607   Effect on transactions

608   Relevant interests in securities

609   Situations not giving rise to relevant interests

609A   Another situation not giving rise to relevant interests--acceptance facility

609B   Another situation not giving rise to relevant interests--securities subject to escrow agreement in connection with initial public offer etc.

610   Voting power in a body or managed investment scheme

Part   6.2--Exceptions to the prohibition

611   Exceptions to the prohibition

612   Effect of non - compliance with takeover rules for exceptions 1   to   4

613   Bidder not to exercise voting rights if failure to send bids for off - market acquisition--exception 2 or 3

615   Treatment of foreign holders under equal access issue--exception 10

Part   6.3--The different types of takeover bid

616   Off - market bids and market bids

Part   6.4--Formulating the takeover offer

Division   1--General

617   Securities covered by the bid

618   Offers must be for all or a proportion of securities in the bid class

619   General terms of the offer

620   Off - market bid (offer formalities)

Division   2--Consideration for the offer

621   Consideration offered

622   Escalation agreements

623   Collateral benefits not allowed

Division   3--The offer period

624   Offer period

Division   4--Conditional offers

625   Conditional offers--general

626   Maximum acceptance conditions in off - market bids

627   Discriminatory conditions not allowed for off - market bids

628   Conditions requiring payments to officers of target not allowed in off - market bids

629   Conditions turning on bidder's or associate's opinion not allowed in off - market bids

630   Defeating conditions

Part   6.5--The takeover procedure

Division   1--The overall procedure

631   Proposing or announcing a bid

632   Overview of steps in an off - market bid

633   Detailed steps in an off - market bid

634   Overview of steps in a market bid

635   Detailed steps in a market bid

Division   2--The bidder's statement

636   Bidder's statement content

637   Bidder's statement formalities

Division   3--The target's response

638   Target's statement content

639   Target's statement formalities

640   Expert's report to accompany target's statement if bidder connected with target

641   Target must inform bidder about securities holdings

641A   Use or disclosure of information obtained from target

642   Expenses of directors of target companies

Division   4--Updating and correcting the bidder's statement and target's statement

643   Supplementary bidder's statement

644   Supplementary target's statement

645   Form of supplementary statement

646   Consequences of lodging a supplementary statement

647   To whom supplementary statement must be sent

Division   5--General rules on takeover procedure

Subdivision A--Experts' reports

648A   Experts' reports

Subdivision B--Sending documents to holders of securities

648B   Address at which bidder may send documents to holders of securities

648C   Sending documents to holders of securities--general

648CB   Sending documents to holders of securities--effect of election by holder to be sent documents by target in particular form

Subdivision C--Effect of proportional takeover approval provisions

648D   Constitution may contain proportional takeover approval provisions

648E   Resolution to be put if proportional bid made

648F   Effect of rejection of approval resolution

648G   Including proportional takeover provisions in constitution

648H   Effect of Subdivision

Part   6.6--Variation of offers

Division   1--Market bids

649A   General

649B   Market bids--raising bid price

649C   Market bids--extending the offer period

Division   2--Off - market bids (express variation by bidder)

650A   General

650B   Off - market bids--consideration offered

650C   Off - market bids--extension of offer period

650D   Off - market bids--method of making variation

650E   Right to withdraw acceptance

650F   Freeing off - market bids from defeating conditions

650G   Contracts and acceptances void if defeating condition not fulfilled

Division   3--Off - market bids (automatic variations)

651A   Off - market bid--effect on bid consideration of purchases made outside bid

651B   How to make an election for new forms of consideration

651C   Returning securities as part of election

Part   6.7--Withdrawal and suspension of offers

652A   Withdrawal of unaccepted offers under takeover bid

652B   Withdrawal of takeover offers with ASIC consent

652C   Withdrawal of market bids

Part   6.8--Acceptances

653A   Acceptance of offers made under off - market bid

653B   Acceptances by transferees and nominees of offers made under off - market bid

Part   6.9--Other activities during the bid period

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

654B   Disclosures about substantial shareholdings in listed companies

654C   Disclosures about substantial shareholdings in unlisted companies

Part   6.10--Review and intervention

Division   1--ASIC's power to exempt and modify

655A   ASIC's power to exempt and modify

655B   Notice of decision and review rights

Division   2--The Takeovers Panel

Subdivision A--Review of ASIC's exercise of its exemption or modification powers

656A   Review of exercise of exemption or modification powers

656B   Operation and implementation of a decision that is subject to review

Subdivision B--Unacceptable circumstances

657A   Declaration of unacceptable circumstances

657B   When Takeovers Panel may make declaration

657C   Applying for declarations and orders

657D   Orders that Takeovers Panel may make following declaration

657E   Interim orders

657EA   Internal Takeovers Panel reviews

657EB   References by Courts

657F   Offence to contravene Takeovers Panel order

657G   Orders by the Court where contravention or proposed contravention of Takeovers Panel order

657H   ASIC may publish report about application to Takeovers Panel or Court

Subdivision C--General provisions

658A   Power of Takeovers Panel where a proceeding is frivolous or vexatious

658B   Evidentiary value of findings of fact by Takeovers Panel

658C   Takeovers Panel's power to make rules

658D   Inconsistency between Takeovers Panel rules and ASIC exemption or declaration

Division   3--Court powers

659A   Takeovers Panel may refer questions of law to the Court

659AA   Object of sections   659B and 659C

659B   Court proceedings before end of bid period

659C   Court proceedings after end of bid period

Chapter   6A--Compulsory acquisitions and buy - outs

660A   Chapter extends to some listed bodies that are not companies

660B   Chapter extends to listed registered schemes

660C   Chapter does not apply to MCIs

Part   6A.1--Compulsory acquisitions and buy - outs following takeover bid

Division   1--Compulsory acquisition of bid class securities

661A   Compulsory acquisition power following takeover bid

661B   Compulsory acquisition notice

661C   Terms on which securities to be acquired

661D   Holder may obtain names and addresses of other holders

661E   Holder may apply to Court to stop acquisition

661F   Signpost--completing the acquisition of the securities

Division   2--Compulsory buy - out of bid class securities

662A   Bidder must offer to buy out remaining holders of bid class securities

662B   Bidder to tell remaining holders of their right to be bought out

662C   Right of remaining holder of securities in the bid class to be bought out

Division   3--Compulsory buy - out of convertible securities

663A   Bidder must offer to buy out holders of convertible securities

663B   Bidder to tell holders of convertible securities of their right to be bought out

663C   Right of holders of convertible securities to be bought out

Part   6A.2--General compulsory acquisitions and buy - outs

Division   1--Compulsory acquisition of securities by 90% holder

664A   Threshold for general compulsory acquisition power

664AA   Time limit on exercising compulsory acquisition power

664B   The terms for compulsory acquisition

664C   Compulsory acquisition notice

664D   Benefits outside compulsory acquisition procedure

664E   Holder's right to object to the acquisition

664F   The Court's power to approve acquisition

664G   Signpost--completing the acquisition of the securities

Division   2--Compulsory buy - out of convertible securities by 100% holder

665A   100% holder must offer to buy out holders of convertible securities

665B   100% holder to tell holders of convertible securities of their right to be bought out

665C   Right of holders of convertible securities to be bought out

Part   6A.3--Completion of compulsory acquisition of securities

666A   Completing the acquisition of securities

666B   Statutory procedure for completion

Part   6A.4--Experts' reports and valuations

667A   Expert's report

667AA   Expert to be nominated

667B   Expert must not be an associate and must disclose prior dealings and relationships

667C   Valuation of securities

Part   6A.5--Records of unclaimed consideration

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

668B   Unclaimed consideration to be transferred to ASIC

Part   6A.6--ASIC powers

669   ASIC's power to exempt and modify

Part   6A.7--Miscellaneous

669A   Sending documents

Chapter   6B--Rights and liabilities in relation to Chapter   6 and 6A matters

670A   Misstatements in, or omissions from, takeover and compulsory acquisition and buy - out documents

670B   Right to recover for loss or damage resulting from contravention

670C   People liable on takeover or compulsory acquisition statement to inform maker about deficiencies in the statement

670D   Defences against prosecutions under subsection   670A(3) and actions under section   670B

670E   Liability for proposing a bid or not carrying through with bid

670F   Defences

Chapter   6C--Information about ownership of listed companies, listed registered schemes and listed notified foreign passport funds

671A   Chapter extends to some listed bodies that are not companies

Part   6C.1--Substantial holding information

671B   Information about substantial holdings must be given to company, responsible entity, fund operator and relevant market operator

671C   Civil liability

Part   6C.2--Tracing beneficial ownership of shares

672A   Disclosure notices

672B   Disclosure by member of relevant interests and instructions

672C   ASIC may pass information on to person who made request

672D   Fee for complying with a direction given by a company, scheme or fund under this Part

672DA   Register of information about relevant interests in listed company, listed registered scheme or listed notified foreign passport fund

672E   No notice of rights

672F   Civil liability

Part   6C.3--ASIC powers

673   ASIC's power to exempt and modify

Chapter   6CA--Continuous disclosure

674   Continuous disclosure--listed disclosing entity bound by a disclosure requirement in market listing rules--reasonable person's expectations

674A   Continuous disclosure--listed disclosing entity bound by a disclosure requirement in market listing rules--knowledge, recklessness or negligence

675   Continuous disclosure--other disclosing entities--reasonable person's expectations

675A   Continuous disclosure--other disclosing entities--knowledge, recklessness or negligence

676   Meaning of generally available

677   Material effect on price or value

678   Application of Criminal Code to offences based on subsection   674(2), 674(5) or 675(2)

Chapter   6D--Fundraising

Part   6D.1--Application of the fundraising provisions

700   Coverage of the fundraising rules

702   Treatment of offers of options over securities

703   Chapter may not be contracted out of

703A   Operating a clearing and settlement facility is not offering securities etc.

Part   6D.2--Disclosure to investors about securities (other than for CSF offers)

Division   1--Overview

703B   Part generally does not apply in relation to CSF offers

704   When disclosure to investors is needed

705   Types of disclosure document

Division   2--Offers that need disclosure to investors

706   Issue offers that need disclosure

707   Sale offers that need disclosure

708   Offers that do not need disclosure

708AA   Rights issues that do not need disclosure

708A   Sale offers that do not need disclosure

Division   3--Types of disclosure documents

709   Prospectuses, short - form prospectuses, profile statements and offer information statements

Division   4--Disclosure requirements

710   Prospectus content--general disclosure test

711   Prospectus content--specific disclosures

712   Prospectus content--short form prospectuses

713   Special prospectus content rules for continuously quoted securities

713A   Offer of simple corporate bonds

713B   Simple corporate bonds--2 - part simple corporate bonds prospectus

713C   Simple corporate bonds--base prospectus

713D   Simple corporate bonds--offer - specific prospectus

713E   Simple corporate bonds--prospectus may refer to other material lodged with ASIC

714   Contents of profile statement

715   Contents of offer information statement

715A   Presentation etc. of disclosure documents

716   Disclosure document date and consents

Division   5--Procedure for offering securities

717   Overview of procedure for offering securities

718   Lodging of disclosure document

719   Lodging supplementary or replacement document--general

719A   Lodging supplementary or replacement document--2 - part simple corporate bonds prospectus

720   Consents needed for lodgment

721   Offer must be made in, or accompanied by, the disclosure document

722   Application money to be held on trust

723   Issuing or transferring the securities under a disclosure document

724   Choices open to person making the offer if disclosure document condition not met or disclosure document defective

725   Expiration of disclosure document

Part   6D.3--Prohibitions, liabilities and remedies (other than for CSF offers)

Division   1A--Introduction

725A   Part generally does not apply in relation to CSF offers

Division   1--Prohibitions and liabilities

726   Offering securities in a body that does not exist

727   Offering securities without a current disclosure document

728   Misstatement in, or omission from, disclosure document

729   Right to recover for loss or damage resulting from contravention

730   People liable on disclosure document to inform person making the offer about deficiencies in the disclosure document

731   Due diligence defence for prospectuses

732   Lack of knowledge defence for offer information statements and profile statements

733   General defences for all disclosure documents

734   Restrictions on advertising and publicity

735   Obligation to keep consents and other documents

Division   2--Remedies

737   Remedies for investors

Part   6D.3A--Crowd - sourced funding

Division   1--Introduction

738A   Object

738B   Meaning of CSF offer

738C   Meaning of CSF intermediary

738D   Meaning of retail client in relation to a CSF offer

738E   Offer of the securities may also be made in reliance on section   708

738F   Application of provisions of Chapter   7 relating to how obligations etc. apply to different kinds of persons

Division   2--Offers that are eligible to be made under this Part

738G   Offers that are eligible to be made under this Part

738H   Meaning of eligible CSF company

Division   3--Making offers under this Part

738J   CSF offer document to be prepared

738K   Other requirements for CSF offer document

738L   CSF offer document to be published on platform of a single CSF intermediary

738M   Consents needed for publication of CSF offer document

738N   Meaning of made , open , closed , suspended and complete

738P   CSF offer document to be removed from offer platform if offer closes in certain circumstances

738Q   Gatekeeper obligations of CSF intermediaries

738R   Company and related parties not to have more than one CSF offer open at any one time

738S   Company may notify responsible intermediary that it wants CSF offer withdrawn

738T   Withdrawal of applications made pursuant to CSF offer

Division   4--Defective etc. CSF offer documents

738U   Meaning of defective

738V   Obligation to notify company making offer, and responsible intermediary, if CSF offer document is defective

738W   Company may provide replacement or supplementary CSF document in certain circumstances

738X   Responsible intermediary's obligations on becoming aware that CSF offer document is defective

738Y   Other liabilities relating to defective CSF offer documents

738Z   Exceptions to liability under section   738Y

Division   5--Other obligations of CSF intermediaries

738ZA   General obligations of CSF intermediaries relating to their platforms etc.

738ZB   Responsible intermediary's obligations relating to application money

Division   6--Additional protections for retail clients

738ZC   Caps on investment by retail clients pursuant to CSF offers

738ZD   Cooling - off rights for retail clients

738ZE   Company making CSF offer or CSF intermediary etc. must not financially assist retail client to acquire securities

Division   7--Other matters

738ZF   Offering securities of a company that does not exist

738ZG   Restrictions on advertising and publicity

738ZH   Liabilities under other laws not affected

738ZI   Companies eligible for limited governance requirements

738ZJ   Regulations relating to how CSF intermediaries are to deal with applications

738ZK   Related party transactions--proprietary companies that have one or more CSF shareholders

Part   6D.4--ASIC's powers

739   ASIC stop orders

740   Anti - avoidance determinations

741   ASIC's power to exempt and modify

Part   6D.5--Miscellaneous

742   Exemptions and modifications by regulations

Note 1:   This Part applies to the deregistration of CCIVs with modifications: see Subdivision A of Division   9 of Part   8B.6.

Note 2:   For the deregistration of sub - funds of CCIVs, see Subdivision A of Division   9 of Part   8B.6.

 


AustLII: Copyright Policy | Disclaimers | Privacy Policy | Feedback