Commonwealth Numbered Acts

CLOSE CORPORATIONS ACT 1989 No. 120 of 1989 - SECT 6

6. (1) In this Act, unless the contrary intention appears:

"accounting records" includes:

   (a)  invoices, receipts, orders for the payment of money, bills of
        exchange, cheques, promissory notes, vouchers and other documents of
        prime entry; and

   (b)  such working papers and other documents as are necessary to explain
        the methods and calculations by which accounts are made up;

"association agreement" means an agreement entered into in accordance with
subsection 67 (1) that is in force or, if such an agreement has been varied by
a supplementary association agreement, the agreement as varied and in force;

"Australia" includes the external Territories to which this Act extends;

"books" includes:

   (a)  a register;

   (b)  any other record of information;

   (c)  accounts or accounting records, however compiled, recorded or stored;
        and

   (d)  a document;

"certificate of compliance" means a certificate referred to in section 83;

"close corporation" means a close corporation registered under this Act;

"Commission" means the Australian Securities Commission;

"Commission Act" means the Australian Securities Commission Act 1989;

"Commission delegate" has the same meaning as in the Commission Act;

"company" means a company incorporated under Division 1 of Part 2.2 of the
Corporations Act;

"contributory", in relation to a close corporation, means:

   (a)  a person liable as a member or past member to contribute to the
        property of the corporation if it is wound up;

   (b)  a member of the corporation; and

   (c)  before the final determination of the persons who are contributories
        by virtue of paragraphs (a) and (b)-a person alleged to be such a
        contributory;

"Corporations Act" means the Corporations Act 1989;

"Court" means the Federal Court of Australia or the Supreme Court of a State
or Territory;

"decisive number of members", in relation to a close corporation, means:

   (a)  where there is only one member-that member;

   (b)  where there are 2 members-both of those members; or

   (c)  where there are more than 2 members-not fewer than:

        (i)    if there are 3 members-2 members;

        (ii)   if there are 4 members-3 members;

        (iii)  if there are 5 members-4 members;

        (iv)   if there are 6 members-5 members;

        (v)    if there are 7 or 8 members-6 members;

        (vi)   if there are 9 members-7 members; or

        (vii)  if there are 10 members-8 members;

"declaration of solvency" means a declaration referred to in paragraph 89 (1)
(b);

"dormant", in relation to a close corporation, has the meaning given by
section 7;

"eligible negotiable instrument", in relation to a close corporation, means:

   (a)  a bill of exchange, promissory note, cheque or other negotiable
        instrument;

   (b)  an indorsement on, or order in, a bill of exchange, promissory note,
        cheque or other negotiable instrument; or

   (c)  a letter of credit;
of, or purporting to be issued or signed by or on behalf of, the corporation;

"financial year", in relation to a close corporation, means either of the
following, whether ending before, at or after the commencement of this
section:

   (a)  a period of 12 months, or such other period (whether longer or shorter
        than 12 months) of not more than 18 months as a majority of the
        members decide, beginning:

        (i)    if there has been no previous financial year of the
               corporation-on the day of the corporation's incorporation; or

        (ii)   otherwise-at the end of the previous financial year of the
               corporation;

   (b)  if the close corporation was a company immediately before it became a
        close corporation-a period that was a financial year in relation to
        the company for the purposes of the Corporations Act;

"founding statement", in relation to a close corporation or proposed close
corporation, means a statement relating to the corporation or proposed
corporation that is referred to in paragraph 18 (1) (a);

"holder", in relation to shares in a close corporation, means the person who
is the legal owner of the shares, whether or not the person's name and the
number of shares are entered in the corporation's membership register;

"holding company" has the meaning given by section 9;

"information" includes complaint;

"involved", in relation to a contravention, has the meaning given by section 
13 ;

"issue" includes circulate, distribute and disseminate;

"lodge" means lodge with the Commission;

"majority of the members", in relation to a close corporation that has only 1
member or 2 members, means that member or both of those members, as the case
may be;

"member", in relation to a close corporation, means a person who is a member
of the corporation as provided by Part 5;

"new close corporation" has the meaning given by section 8;

"officer", in relation to a close corporation, includes:

   (a)  a member or employee of the corporation;

   (b)  a receiver and manager, appointed under a power contained in an
        instrument, of property of the corporation;

   (c)  an official manager, or deputy official manager, of the corporation;

   (d)  a liquidator of the corporation appointed in a voluntary winding up of
        the corporation; and

   (e)  a trustee or other person administering a compromise or arrangement
        made between the corporation and any other person or persons;
but does not include:

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

   (g)  a receiver and manager appointed by a court; or

   (h)  a liquidator appointed by a court;

"prescribed" means prescribed by this Act, by the regulations or by the rules;

"prove" includes establish in any way;

"receiver and manager" has a meaning affected by section 14;

"registered office" means the premises the address of which is specified in
the founding statement in accordance with paragraph 19 (b) or, if an address
of other premises has been specified in a notice lodged under section 20, the
premises the address of which is specified in that notice or the last such
notice;

"registration number" in relation to a close corporation, means the number
allotted to it under subsection 18 (1);

"rules" means rules of the Court;

"securities", in relation to a close corporation, means shares in, or
debentures of, the corporation;

"share", in relation to a close corporation, means a share in the share
capital of the corporation;

"staff member", in relation to the Commission, means a person who is a staff
member for the purposes of the Commission Act;

"State" includes the Northern Territory;

"substantial part", in relation to activities, includes the whole of those
activities;

"supplementary association agreement" has the meaning given by subsection 67
(4);

"Territory" means:

   (a)  the Australian Capital Territory and the Jervis Bay Territory treated
        as a single Territory; or

   (b)  an external Territory to which this Act extends;

"this Act" includes:

   (a)  any provision of the Corporations Act as applying in relation to
        close corporations by virtue of this Act; and

   (b)  the regulations;

"trading activities", in relation to an existing or proposed close
corporation, includes financial activities but does not include activities
that the corporation engages in, or will engage in, in the course of carrying
on, as its sole or principal business, the business of banking or insurance;

"trading corporation" means a trading corporation, or a financial corporation,
within the meaning of paragraph 51 (xx) of the Constitution;

"unit", in relation to a share, means a right or interest, whether legal or
equitable, in the share, by whatever term called, and includes an option to
acquire such a right or interest in the share;

"value", in relation to an asset, includes amount.

(2) Expressions used in this Act (other than expressions defined by subsection
(1) or by another provision of this Part) that are defined by the
Corporations Act have in this Act, unless the contrary intention appears, the
same meanings as in the Corporations Act.