Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 725 — Expiration of disclosure document
(1) If a person offers securities under a disclosure document and the disclosure document passes its expiry date, the person must deal with applications for the securities under the document in…
Section 725A — 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 726 — Offering securities in a body that does not exist
A person must not offer securities of a body that has not been formed or does not exist if the offer would need disclosure to investors under Part 6D.2 if the body did exist. This is so even if it is…
Section 727 — Offering securities without a current disclosure document
Offer of securities needs lodged disclosure document (1) A person must not make an offer of securities, or distribute an application form for an offer of securities, that needs disclosure to…
Section 728 — Misstatement in, or omission from, disclosure document
Misleading or deceptive statements, omissions and new matters (1) A person must not offer securities under a disclosure document if there is: (a) a misleading or deceptive statement in: (i) the…
Section 729 — Right to recover for loss or damage resulting from contravention
Right to compensation (1) A person who suffers loss or damage because an offer of securities under a disclosure document contravenes subsection 728(1) may recover the amount of the loss or damage…
Section 730 — People liable on disclosure document to inform person making the offer about deficiencies in the disclosure document
(1) A person referred to in the table in section 729 must notify the person making the offer in writing as soon as practicable if they become aware during the application period that: (a) a material…
Section 731 — Due diligence defence for prospectuses
Reasonable inquiries and reasonable belief—statements (1) A person does not commit an offence against subsection 728(3), and is not liable under section 729 for a contravention of subsection 728(1),…
Section 732 — Lack of knowledge defence for offer information statements and profile statements
Not knowing statement misleading or deceptive (1) A person does not commit an offence against subsection 728(3), and is not liable under section 729 for a contravention of subsection 728(1), because…
Section 733 — General defences for all disclosure documents
Reasonable reliance on information given by someone else—statements and omissions (1) A person does not commit an offence against subsection 728(3), and is not liable under section 729 for a…
Section 734 — Restrictions on advertising and publicity
No advertising or publicity for offers covered by the exception for 20 issues in 12 months (1) A person must not: (a) advertise; or (b) publish a statement that directly or indirectly refers to; an…
Section 735 — Obligation to keep consents and other documents
(1) A person who offers securities under a disclosure document must keep a consent required in respect of the document by subsection 716(2) or section 720. (2) An offence based on subsection (1) is…
Section 737 — Remedies for investors
Right to withdraw and have money returned (1) If securities are issued to a person in contravention of section 724 (situation calling for a supplementary or replacement document), the person has the…
Section 738A — Object
The object of this Part is to provide a disclosure regime that can be used for certain offers of securities for issue in small unlisted companies, instead of complying with the requirements of Part…
Section 738ZA — General obligations of CSF intermediaries relating to their platforms etc.
The general CSF risk warning (1) The responsible intermediary for a CSF offer must ensure that the general CSF risk warning appears prominently on the offer platform at all times while the offer is…
Section 738B — Meaning of CSF offer
A CSF offer is an offer that is: (a) eligible to be made under this Part (see Division 2); and (b) expressed to be made under this Part.
Section 738ZB — Responsible intermediary’s obligations relating to application money
Usual obligations of financial services licensees apply subject to this section (1) Subdivision A of Division 2 of Part 7.8, and the other relevant provisions in Part 7.8, apply in relation to money…
Section 738C — Meaning of CSF intermediary
A CSF intermediary is a financial services licensee whose licence expressly authorises the licensee to provide a crowd funding service. Note: Because a CSF intermediary is a financial services…
Section 738ZC — Caps on investment by retail clients pursuant to CSF offers
(1) The responsible intermediary for a CSF offer must reject an application made by a person pursuant to the offer if: (a) the person is a retail client in relation to the offer; and (b) having…
Section 738D — Meaning of retail client in relation to a CSF offer
If a person (not being the company making the CSF offer) is a retail client in relation to the provision of a crowd-funding service that relates to a particular CSF offer, then, for the purposes of…
Section 738ZD — Cooling-off rights for retail clients
(1) If a person who is a retail client in relation to a CSF offer makes an application pursuant to the offer, the person may withdraw the application within 5 business days after the application is…
Section 738E — Offer of the securities may also be made in reliance on section 708
The fact that a company makes a CSF offer of securities does not prevent the company from also making an offer, in reliance on a provision of section 708, of securities that are of the same class as…
Section 738ZE — Company making CSF offer or CSF intermediary etc. must not financially assist retail client to acquire securities
(1) This section applies to the following persons in relation to a CSF offer made by a company or that a company intends to make: (a) the company; (b) a related party of the company; (c) a CSF…
Section 738F — Application of provisions of Chapter 7 relating to how obligations etc. apply to different kinds of persons
(1) Subject to subsections (2) and (3), the following provisions of Chapter 7 (the applied provisions) have effect for the purposes of this Part as if references in the provisions to that Chapter…
Section 738ZF — Offering securities of a company that does not exist
A person must not make an offer that: (a) is expressed to be made under this Part; and (b) relates to a company that has not been formed or does not exist. Note: Failure to comply with this section…
Section 738G — Offers that are eligible to be made under this Part
(1) An offer is eligible to be made under this Part if: (a) it is an offer by a company for the issue of securities of the company; and (b) the company is an eligible CSF company (see section 738H)…
Section 738ZG — Restrictions on advertising and publicity
Prohibition (1) A person must not: (a) advertise a CSF offer or an intended CSF offer; or (b) publish a statement that: (i) directly or indirectly refers to a CSF offer or an intended CSF offer; or…
Section 738H — Meaning of eligible CSF company
(1) A company is an eligible CSF company at a particular time (the test time) if all of the following conditions are satisfied in relation to the company at the test time: (a) the company is a public…
Section 738ZH — Liabilities under other laws not affected
This Part does not affect any liability that a person has under any other law.
Section 738ZI — Companies eligible for limited governance requirements
(1) A company is covered under this section at a particular time if: (a) the company: (i) was registered as a public company limited by shares under Part 2A.2 in response to an application lodged…
Section 738J — CSF offer document to be prepared
(1) A document (a CSF offer document) must be prepared for a CSF offer. (2) A CSF offer document for a CSF offer must contain the information required by the regulations. The document may also set…
Section 738ZJ — Regulations relating to how CSF intermediaries are to deal with applications
The regulations may make provision relating to how CSF intermediaries are to deal with applications made pursuant to CSF offers, including (but not limited to) the following: (a) the order in which…
Section 738K — Other requirements for CSF offer document
The information in a CSF offer document must be worded and presented in a clear, concise and effective manner. The document must also comply with any other requirements prescribed by the regulations.…
Section 738ZK — Related party transactions—proprietary companies that have one or more CSF shareholders
Chapter 2E applies to a proprietary company that has one or more CSF shareholders as if references to a public company were instead references to such a proprietary company.
Section 738L — CSF offer document to be published on platform of a single CSF intermediary
(1) A CSF offer of a company’s securities must be made by publishing, on a platform of a single CSF intermediary, a CSF offer document that complies with section 738J. If the CSF offer document does…
Section 738M — Consents needed for publication of CSF offer document
(1) The company making a CSF offer must not arrange for a CSF offer document to be published on a platform of a CSF intermediary unless each of the following persons has consented in writing to the…
Section 738N — Meaning of made, open, closed, suspended and complete
When a CSF offer is made (1) A CSF offer is made at the time when a CSF offer document for the offer is first published on a platform of the responsible intermediary. When a CSF offer is open (2) A…
Section 738P — CSF offer document to be removed from offer platform if offer closes in certain circumstances
(1) If a CSF offer is closed otherwise than because of paragraph 738N(4)(a), (b) or (c), the responsible intermediary must remove the CSF offer document from the offer platform. Note 1: Failure to…
Section 738Q — Gatekeeper obligations of CSF intermediaries
CSF intermediary to conduct checks before publishing CSF offer document (1) A CSF intermediary must not publish a CSF offer document (or a document that purports to be a CSF offer document) on a…
Section 738R — Company and related parties not to have more than one CSF offer open at any one time
(1) A company must not make a CSF offer at a time when another CSF offer previously made by the company, or by a related party of the company, is open or suspended. Note: Failure to comply with this…
Section 738S — Company may notify responsible intermediary that it wants CSF offer withdrawn
The company making a CSF offer may, at any time before the offer is complete, notify the responsible intermediary that the company wants the offer withdrawn. Note: The responsible intermediary must…
Section 738T — Withdrawal of applications made pursuant to CSF offer
A person who has made an application pursuant to a CSF offer may withdraw the application: (a) as permitted by section 738X (responsible intermediary’s obligations on becoming aware that CSF offer…
Section 738U — Meaning of defective
(1) A CSF offer document is defective if: (a) the CSF offer document contains a misleading or deceptive statement; or (b) there is an omission from the CSF offer document of information required by…
Section 738V — Obligation to notify company making offer, and responsible intermediary, if CSF offer document is defective
(1) If, while a CSF offer is open, the company making the offer becomes aware that the CSF offer document is defective, the company must notify the responsible intermediary as soon as practicable.…
Section 738W — Company may provide replacement or supplementary CSF document in certain circumstances
When company may provide a replacement or supplementary CSF offer document (1) The company making a CSF offer may provide the responsible intermediary with a supplementary CSF offer document, or a…
Section 738X — Responsible intermediary’s obligations on becoming aware that CSF offer document is defective
When this section applies (1) This section applies if the responsible intermediary for a CSF offer becomes aware, while the offer is open, that the CSF offer document is defective. Note: See also…
Section 738Y — Other liabilities relating to defective CSF offer documents
Obligations giving rise to liabilities (1) A company must not offer securities under a CSF offer document if the document is defective. Note 1: A defect may be corrected by a supplementary CSF offer…
Section 738Z — Exceptions to liability under section 738Y
Lack of knowledge (1) A person: (a) does not commit an offence against subsection 738Y(4) in respect of a contravention of subsection 738Y(1) that relates to a CSF offer document; and (b) is not…
Section 739 — ASIC stop orders
Power to make orders (1) This section applies if ASIC is satisfied that: (a) information in a disclosure document lodged with ASIC is not worded and presented in a clear, concise and effective manner…
Section 740 — Anti-avoidance determinations
(1) ASIC may determine in writing that a number of different bodies are closely related and that their transactions should be aggregated for the purposes of this Chapter. If ASIC does so: (a) an…