Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 672A — Disclosure notices
(1) ASIC, a listed company, the responsible entity for a listed registered scheme or the operator of a listed notified foreign passport fund may direct: (a) a member of the company, scheme or fund;…
Section 672DA — Register of information about relevant interests in listed company, listed registered scheme or listed notified foreign passport fund
(1) A listed company, the responsible entity for a listed registered scheme or the operator of a listed notified foreign passport fund, must keep a register of the following information that it…
Section 672B — Disclosure by member of relevant interests and instructions
(1) A person given a direction under section 672A must disclose to the person giving the direction: (a) full details of their own relevant interest in the shares, interests in the scheme or interests…
Section 672C — ASIC may pass information on to person who made request
If ASIC receives information in response to a direction under section 672A about shares in a company, interests in a listed registered scheme or interests in a listed notified foreign passport fund,…
Section 672D — Fee for complying with a direction given by a company, scheme or fund under this Part
(1) The regulations may prescribe fees that listed companies, responsible entities of listed registered schemes and operators of listed notified foreign passport funds are to pay to persons for…
Section 672E — No notice of rights
A company, responsible entity or operator is not, because of anything done under this Part: (a) taken for any purpose to have notice of; or (b) put on inquiry as to; a person’s right in relation to a…
Section 672F — Civil liability
(1) A person who contravenes section 672B is liable to compensate a person for any loss or damage the person suffers because of the contravention. (2) It is a defence in proceedings brought under…
Section 673 — ASIC’s power to exempt and modify
(1) ASIC may: (a) exempt a person from a provision of this Chapter; or (b) declare that this Chapter applies to a person as if specified provisions were omitted, modified or varied as specified in…
Section 674 — Continuous disclosure—listed disclosing entity bound by a disclosure requirement in market listing rules—reasonable person’s expectations
Obligation to disclose in accordance with listing rules (1) Subsection (2) applies to a listed disclosing entity if provisions of the listing rules of a listing market in relation to that entity…
Section 674A — Continuous disclosure—listed disclosing entity bound by a disclosure requirement in market listing rules—knowledge, recklessness or negligence
(1) Subsection (2) applies to a listed disclosing entity if provisions of the listing rules of a listing market in relation to that entity require the entity to notify the market operator of…
Section 675 — Continuous disclosure—other disclosing entities—reasonable person’s expectations
(1) This section applies to: (a) a listed disclosing entity if: (i) there is only one listing market in relation to the entity and the listing rules of that market do not contain provisions of a kind…
Section 675A — Continuous disclosure—other disclosing entities—knowledge, recklessness or negligence
(1) This section applies to: (a) a listed disclosing entity if: (i) there is only one listing market in relation to the entity and the listing rules of that market do not contain provisions of a kind…
Section 676 — Meaning of generally available
(1) This section has effect for the purposes of sections 674, 674A, 675 and 675A. (2) Information is generally available if: (a) it consists of readily observable matter; or (b) without limiting the…
Section 677 — Material effect on price or value
(1) For the purposes of sections 674 and 675, a reasonable person would be taken to expect information to have a material effect on the price or value of ED securities of a disclosing entity if the…
Section 678 — Application of Criminal Code to offences based on subsection 674(2), 674(5) or 675(2)
The Criminal Code applies to an offence based on subsection 674(2), 674(5) or 675(2). Note 1: Chapter 2 of the Criminal Code sets out the general principles of criminal responsibility. Note 2: For…
Section 700 — Coverage of the fundraising rules
(1) In this Chapter, securities has the same meaning as it has in Chapter 7, but does not include: (a) a security as defined in paragraph 92(5)(e) or (f); or (b) a simple corporate bonds depository…
Section 702 — Treatment of offers of options over securities
For the purposes of this Chapter: (a) an offer of an option over securities is not taken to be an offer of the underlying securities; and (b) the grant of an option without an offer of the option is…
Section 703 — Chapter may not be contracted out of
A condition of a contract for the sale or issue of securities is void if it provides that a party to the contract is: (a) required or bound to waive compliance with any requirement of this Chapter;…
Section 703A — Operating a clearing and settlement facility is not offering securities etc.
Nothing that the operator of a clearing and settlement facility does in the course of, or in connection with, providing facilities for the settlement of transactions constitutes, for the purposes of…
Section 703B — Part generally does not apply in relation to CSF offers
Part 6D.3A (Crowd-sourced funding) contains a separate regime for the making of CSF offers. The provisions in this Part do not apply in relation to CSF offers, except as expressly provided in this…
Section 704 — When disclosure to investors is needed
Sections 706, 707, 708, 708AA and 708A say when an offer of securities, other than a CSF offer, needs disclosure to investors under this Part. Note 1: Section 727 prohibits offering securities…
Section 705 — Types of disclosure document
The following table shows what disclosure documents to use if an offer of securities needs disclosure to investors under this Part. Disclosure document Type Sections 1 prospectus The standard…
Section 706 — Issue offers that need disclosure
An offer of securities for issue, other than a CSF offer, needs disclosure to investors under this Part unless section 708 or 708AA says otherwise.
Section 707 — Sale offers that need disclosure
Only some sales need disclosure (1) An offer of securities for sale needs disclosure to investors under this Part only if disclosure is required by subsection (2), (3) or (5). Off-market sale by…
Section 708 — Offers that do not need disclosure
Small scale offerings (20 issues or sales in 12 months) (1) Personal offers of a body’s securities by a person do not need disclosure to investors under this Part if: (a) none of the offers results…
Section 708A — Sale offers that do not need disclosure
Sale offers to which this section applies (1) This section applies to an offer (the sale offer) of a body’s securities (the relevant securities) for sale by a person if: (a) but for subsection (5),…
Section 708AA — Rights issues that do not need disclosure
(1) This section applies to an offer of a body’s securities (the relevant securities) for issue if: (a) but for subsection (2), disclosure to investors under this Part would be required by section…
Section 709 — Prospectuses, short-form prospectuses, profile statements and offer information statements
Prospectus or short-form prospectus (1) If an offer of securities (other than an offer of simple corporate bonds) needs disclosure to investors under this Part, a prospectus must be prepared for the…
Section 710 — Prospectus content—general disclosure test
(1) A prospectus for a body’s securities must contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of the matters set out…
Section 711 — Prospectus content—specific disclosures
Terms and conditions of offer (1) The prospectus must set out the terms and conditions of the offer. Disclosure of interests and fees of certain people involved in the offer (2) The prospectus must…
Section 712 — Prospectus content—short form prospectuses
Prospectus may simply refer to material lodged with ASIC (1) Instead of setting out information that is contained in a document that has been lodged with ASIC, a prospectus may simply refer to the…
Section 713 — Special prospectus content rules for continuously quoted securities
Alternative general disclosure test (1) A prospectus for an offer of: (a) continuously quoted securities of a body; or (b) options to acquire continuously quoted securities of a body; satisfies…
Section 713A — Offer of simple corporate bonds
Simple corporate bonds (1) If the conditions set out in this section are satisfied in relation to an offer of securities for issue by a body: (a) the offer is an offer of simple corporate bonds; and…
Section 713B — Simple corporate bonds—2-part simple corporate bonds prospectus
(1) A 2-part simple corporate bonds prospectus for an offer of simple corporate bonds for issue by a body is the combination of the following documents prepared by the issuing body: (a) the base…
Section 713C — Simple corporate bonds—base prospectus
Base prospectus (1) If a body prepares and lodges with ASIC a document that satisfies the conditions set out in subsections (2) and (3), the document is a base prospectus for simple corporate bonds…
Section 713D — Simple corporate bonds—offer-specific prospectus
Offer-specific prospectus (1) If: (a) a body proposes to make a particular offer of simple corporate bonds; and (b) the body prepares and lodges with ASIC a document that satisfies: (i) the…
Section 713E — Simple corporate bonds—prospectus may refer to other material lodged with ASIC
(1) Instead of setting out information that is contained in a document (the lodged document) that has been lodged with ASIC, a base prospectus or an offer-specific prospectus may simply refer to the…
Section 714 — Contents of profile statement
(1) A profile statement must: (a) identify the body and the nature of the securities; and (b) state the nature of the risks involved in investing in the securities; and (c) give details of all…
Section 715 — Contents of offer information statement
(1) An offer information statement for the issue of a body’s securities must: (a) identify the body and the nature of the securities; and (b) describe the body’s business; and (c) describe what the…
Section 715A — Presentation etc. of disclosure documents
(1) The information in a disclosure document must be worded and presented in a clear, concise and effective manner. Note: If this subsection is contravened, ASIC may make a stop order under section…
Section 716 — Disclosure document date and consents
Date of disclosure document (1) A disclosure document must be dated. The date is the date on which it is lodged with ASIC. Date for 2-part simple corporate bonds prospectus (1A) Subsection (1) does…
Section 717 — Overview of procedure for offering securities
The following table summarises what a person who wants to offer securities must do to make an offer of securities that needs disclosure to investors under this Part and gives signposts to relevant…
Section 718 — Lodging of disclosure document
(1) A disclosure document to be used for an offer of securities must be lodged with ASIC. Note 1: Subsection 727(3) makes it an offence to process applications for non-quoted securities under an…
Section 719 — Lodging supplementary or replacement document—general
Need for a supplementary or replacement document (1) If the person making the offer becomes aware of: (a) a misleading or deceptive statement in the disclosure document; or (b) an omission from the…
Section 719A — Lodging supplementary or replacement document—2-part simple corporate bonds prospectus
Need for a supplementary or replacement document (1) If the person making an offer of simple corporate bonds under a 2-part simple corporate bonds prospectus becomes aware of: (a) a misleading or…
Section 720 — Consents needed for lodgment
The lodgment of a disclosure document, or a supplementary or replacement document, for the offer of a body’s securities requires the consent of: Consents required for lodgment [operative] Type of…
Section 721 — Offer must be made in, or accompanied by, the disclosure document
Offers using prospectus alone (1) Offers of securities for which a prospectus is being used must be made in, or accompanied by, the prospectus. Note 1: Subsection 727(1) makes it an offence to make…
Section 722 — Application money to be held on trust
(1) If a person offers securities for issue or sale under a disclosure document, the person must hold: (a) all application money received from people applying for securities under the disclosure…
Section 723 — Issuing or transferring the securities under a disclosure document
Applications must be made on form included in, or accompanied by, disclosure document (1) If an offer of securities needs a disclosure document, the securities may only be issued or transferred in…
Section 724 — Choices open to person making the offer if disclosure document condition not met or disclosure document defective
(1) If a person offers securities under a disclosure document and: (a) the disclosure document states that the securities will not be issued or transferred unless: (i) applications for a minimum…