Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 208

208. (1) Where, at a particular time:

   (a)  an instrument of transfer of shares in a company is lodged, by or on
        behalf of the transferee, with the company for registration of the
        transfer;

   (b)  having regard to all relevant circumstances, it may reasonably be
        expected that, upon registration of the transfer, the transferee will
        hold
non-beneficially particular shares (in this subsection called the "relevant
shares"), being any of the shares to which the instrument of transfer relates;
and

   (c)  the instrument of transfer does not include a notice that:

        (i)    contains a statement to the effect that, upon registration of
               the transfer, the transferee will hold the relevant shares
               non-beneficially;

        (ii)   sets out particulars of the relevant shares; and

        (iii)  is signed by or on behalf of the transferee, the transferee
               contravenes this subsection.

(2) The fact that a person has contravened subsection (1) does not affect the
validity of the registration of a transfer of shares in a company.

(3) Where:

   (a)  an instrument of transfer of shares in a company includes a notice of
        the kind referred to in paragraph (1) (c) and is lodged with the
        company for registration of the transfer; and

   (b)  upon registration of the transfer, the transferee holds beneficially
particular shares (in this subsection called the "relevant shares"), being any
of the shares particulars of which are set out in the notice; then, before the
end of the period of 14 days beginning on registration of the transfer, the
transferee shall, whether or not the transferee begins before the end of that
period to hold any of the relevant shares non-benefically, give to the company
a notice that:

   (c)  sets out the name and address of the transferee;

   (d)  contains a statement to the effect that, as from registration of the
        transfer, the transferee holds the relevant shares beneficially;

   (e)  sets out particulars of the relevant shares; and

   (f)  is signed by or on behalf of the transferee.

(4) Where:

   (a)  an instrument of transfer of shares in a company is lodged with the
        company for registration of the transfer; and

   (b)  upon registration of the transfer, the transferee holds
non-beneficially particular shares (in this subsection called the "relevant
shares"), being any of the shares to which the instrument of transfer relates
(other than, in a case where the instrument of transfer includes a notice of
the kind referred to in paragraph (1) (c), the shares particulars of which are
set out in the notice); then, before the end of the period of 14 days
beginning on registration of the transfer, the transferee shall, whether or
not the transferee begins before the end of that period to hold any of the
relevant shares beneficially, give to the company a notice that:

   (c)  sets out the name and address of the transferee;

   (d)  contains a statement to the effect that, as from registration of the
        transfer, the transferee holds the relevant shares non-beneficially;

   (e)  sets out particulars of the relevant shares; and

   (f)  is signed by or on behalf of the transferee.

(5) Where:

   (a)  at a particular time, a person holds beneficially shares in a company;
        and

   (b)  immediately after that time, the person holds non-beneficially
particular shares (in this subsection called the "relevant shares"), being any
of the shares referred to in paragraph (a); then, before the end of the period
of 14 days beginning at that time, the person shall, whether or not the person
recommences before the end of that period to hold any of the relevant shares
beneficially, give to the company a notice that:   (c)  sets out the name and
address of the person;

   (d)  contains a statement to the effect that, after that time, the person
        holds the relevant shares non-beneficially;

   (e)  specifies that time and sets out particulars of the relevant shares;
        and

   (f)  is signed by or on behalf of the person.

(6) Where:

   (a)  at a particular time, a person holds non-beneficially shares in a
        company; and

   (b)  immediately after that time, the person holds beneficially particular
shares (in this subsection called the "relevant shares"), being any of the
shares referred to in paragraph (a); then, before the end of the period of 14
days beginning at that time, the person shall, whether or not the person
recommences before the end of that period to hold any of the relevant shares
non-beneficially, give to the company a notice that:

   (c)  sets out the name and address of the person;

   (d)  contains a statement to the effect that, after that time, the person
        holds the relevant shares beneficially;

   (e)  specifies that time and sets out particulars of the relevant shares;
        and

   (f)  is signed by or on behalf of the person.

(7) In proceedings under this section, a person shall, unless the contrary is
established, be presumed to have been aware at a particular time of a
circumstance of which an employee or agent of the person, being an employee or
agent having duties or acting in relation to the transfer to, or ownership by,
the person of a share or shares in the company concerned, was aware at that
time.

(8) In this section, unless the contrary intention appears:

"any" includes all;

"company" means a company as defined in section 9, but does not include a body
corporate that is a company for the purposes of Part 6.7.

(9) For the purposes of this section and of section 209:

   (a)  where, at a particular time, a person:

        (i)    holds shares in a capacity other than that of sole beneficial
               owner; or

        (ii)   without limiting the generality of subparagraph (i), holds
               shares as trustee for, as nominee for, or otherwise on behalf
               of or on account of, another person;
the first-mentioned person shall be taken to hold the shares non-beneficially
at that time; and

   (b)  a person who holds shares at a particular time shall be taken to hold
        the shares beneficially at that time unless the person holds the
        shares non-beneficially at that time.