Corporations Act 2001
Sections and provisions with full text and the judgments that cite each one.
Section 1071G — Certification of transfers
(1) The certification by a company of an instrument of transfer of securities of the company: (a) is taken as a representation by the company to any person acting on the faith of the certification…
Section 1071H — Duties of company with respect to issue of certificates
(1) Subject to subsection (2), within 2 months after a company issues a security, the company must: (a) complete and have ready for delivery to the holder of the security all the appropriate…
Section 1072A — Transmission of shares on death (replaceable rule—see section 135)
If shares not held jointly (1) If a shareholder who does not own shares jointly dies, the company will recognise only the personal representative of the deceased shareholder as being entitled to the…
Section 1072B — Transmission of shares on bankruptcy (replaceable rule—see section 135)
(1) If a person entitled to shares because of the bankruptcy of a shareholder gives the directors the information they reasonably require to establish the person’s entitlement to be registered as…
Section 1072C — Rights of trustee of estate of bankrupt shareholder
(1) If: (a) because of the Bankruptcy Act 1966, a share in a company, being part of the property of a bankrupt, vests in the trustee of the bankrupt’s estate; and (b) the bankrupt is the registered…
Section 1072D — Transmission of shares on mental incapacity (replaceable rule—see section 135)
(1) If a person entitled to shares because of the mental incapacity of a shareholder gives the directors the information they reasonably require to establish the person’s entitlement to be registered…
Section 1072E — Trustee etc. may be registered as owner of shares
(1) In this section: share, in relation to a body corporate, means a share in the body that is registered in a register kept in this jurisdiction. (2) A trustee, executor or administrator of the…
Section 1072F — Registration of transfers (replaceable rule—see section 135)
(1) A person transferring shares remains the holder of the shares until the transfer is registered and the name of the person to whom they are being transferred is entered in the register of members…
Section 1072G — Additional general discretion for directors of proprietary companies to refuse to register transfers (replaceable rule—see section 135)
The directors of a proprietary company may refuse to register a transfer of shares in the company for any reason.
Section 1072H — Notices relating to non-beneficial and beneficial ownership of shares
(1) If, upon registration of a transfer of shares in a company, the transferee would hold non-beneficially particular shares (the relevant shares), being all or any of the shares to which the…
Section 1073A — Application of the Division to certain securities
(1) This Division applies to the following securities: (a) shares in a company; (b) debentures of a company; (c) interests in a registered scheme, being interests that are covered by regulations made…
Section 1073B — Meaning of transfer
In this Division and Division 4 transfer of a financial product means: (a) a change in the ownership of the financial product; or (b) if the financial product is a right—the renunciation and transfer…
Section 1073C — Application of Division to certain bodies as if they were companies
This Division applies to the following as if they were companies: (a) a body corporate (other than a company) that: (i) is incorporated in a State or Territory in this jurisdiction; and (ii) is…
Section 1073D — Regulations may govern transfer of certain securities
(1) The regulations may make provision in relation to transfers of securities that are not effected through a prescribed CS facility. Regulations may make provision in relation to the transfer of…
Section 1073E — ASIC may extend regulations to securities not otherwise covered
(1) ASIC may, by writing, declare that: (a) particular securities; or (b) a particular class of securities; are securities to which this Division, and regulations made for the purposes of section…
Section 1073F — Operation of this Division and regulations made for its purposes
(1) This section deals with the effect of the provisions of: (a) this Division; and (b) the regulations made for the purposes of this Division. (2) The provisions apply in relation to a transfer of…
Section 1074A — Financial products to which this Division applies
This Division only applies in relation to particular financial products and a prescribed CS facility if regulations made for the purposes of this section provide that all financial products, or a…
Section 1074C — Operating rules of prescribed CS facility may deal with transfer of title
(1) The operating rules of a prescribed CS facility may deal with the transfer of financial products through the facility. (2) Without limiting subsection (1), the operating rules of a prescribed CS…
Section 1074D — Valid and effective transfer if operating rules complied with
(1) If a transfer of a financial product is effected: (a) through a prescribed CS facility; and (b) in accordance with the operating rules of the facility; the transfer is valid and effective for the…
Section 1074E — Regulations may govern transfer of financial products in accordance with operating rules of prescribed CS facility
Transfers that regulations may deal with (1) The regulations may make provision in relation to transfers of financial products effected: (a) through a prescribed CS facility; and (b) in accordance…
Section 1074F — Issuer protected from civil liability for person’s contravention of prescribed CS facility’s certificate cancellation rules
If: (a) a person contravenes the provisions of a prescribed CS facility’s operating rules that deal with: (i) the cancellation of documents of title to financial products transferred through the…
Section 1074G — Operation of this Division and regulations made for its purposes
(1) This section deals with the effect of the provisions of: (a) this Division; and (b) the regulations made for the purposes of this Division. (2) The provisions apply in relation to a transfer of…
Section 1075A — ASIC’s power to exempt and modify
(1) ASIC may: (a) exempt specified financial products, or a specified class of financial products, from a provision of this Part; or (b) declare that this Part applies to specified financial…
Section 1100A — Qualified privilege for information given to ASIC
(1) A person has qualified privilege in respect of the giving of any information to ASIC that the person: (a) is required to give under this Chapter or regulations made for the purposes of this…
Section 1100ZA — Monetary cap for offers by unlisted bodies corporate
(1) An offer complies with this section if it is made on terms that could not result in a breach of the monetary cap for any primary participant in relation to the scheme for: (a) the 12-month period…
Section 1100B — Qualified privilege for the conduct of market licensees and CS facility licensees
(1) A market licensee, or CS facility licensee, has qualified privilege in respect of actions (including the giving of information) done in connection with: (a) the performance, or purported…
Section 1100ZB — Amounts that are excluded from the monetary cap
(1) Each amount mentioned in a subsection of this section is not included in working out under section 1100ZA whether an offer breaches the monetary cap. (2) An amount paid into an ESS contribution…
Section 1100C — Qualified privilege for information given to market licensees and CS facility licensees etc.
A person has qualified privilege in respect of the giving of information if: (a) the person gives the information to any of the following persons or bodies: (i) a market licensee; (ii) a CS facility…
Section 1100ZC — Making offers under this Division
(1) This section applies (subject to section 1100ZG) in relation to an offer for the issue, sale or transfer of ESS interests in connection with an employee share scheme if the offer is eligible to…
Section 1100D — Extension of protections given by this Division
The protections given by this Division to a person or body in respect of conduct extend to officers, employees and representatives of the person or body.
Section 1100ZD — Regulatory relief for certain subsequent sale offers of ESS interests
The provisions of Part 6D.2, 6D.3 and 7.9 do not apply in relation to an offer of ESS interests in a body corporate or registered scheme for sale if: (a) the body corporate or scheme operates an…
Section 1100E — Simplified outline of this Division
This Division provides for regulatory relief for offers of interests (ESS interests) under an employee share scheme of: (a) a body corporate; or (b) a registered scheme that meets certain listing…
Section 1100ZE — Dealing with money received before ESS interest is issued
(1) If a person offers ESS interests for issue or sale to an ESS participant in connection with an employee share scheme, the person must hold: (a) all application money received from ESS…
Section 1100F — Geographical coverage of Division
This Division applies to offers of ESS interests that are received in this jurisdiction, regardless of where any resulting issue, sale or transfer occurs.
Section 1100ZF — Dealing with money received before liquidity period
(1) If a person is required by the terms of an offer of ESS interests in a body corporate that is not included in the official list of a financial market covered by section 1100K to hold application…
Section 1100G — Offers and invitations both covered
For the purposes of this Division: (a) offering ESS interests for issue includes inviting applications for the issue of the ESS interests; and (b) offering ESS interests for sale includes inviting…
Section 1100ZG — Revocation of regulatory relief in certain circumstances
Revocation of regulatory relief—general case (1) Section 1100ZC does not apply, and is taken never to have applied, to an offer for the issue, sale or transfer of ESS interests in connection with an…
Section 1100H — Person offering interests
For the purposes of this Division, the person who offers ESS interests is the person who has the capacity, or who agrees, to issue or transfer the ESS interests if the offer is accepted.
Section 1100ZH — Misstatement in, or omission from, disclosure information
(1) A person must not make an offer that is expressed to be made under this Division, or distribute an application form for such an offer, to ESS participants if paragraph 1100Q(1)(a) applies to the…
Section 1100ZI — Misstatement in, or omission from, financial information for options and incentive rights
(1) A person must not offer ESS interests that are options or incentive rights to ESS participants if subparagraph 1100Q(1)(a)(ii) and subsection 1100Y(4) apply to the offer and there is: (a) a…
Section 1100J — Offers may also be made in reliance on section 708 or 1012D
(1) The fact that a body corporate makes an offer of securities that is eligible to be made under this Division does not prevent the body corporate from also making an offer, in reliance on a…
Section 1100ZJ — Obligation to inform person about deficiencies in disclosure documents
(1) This section applies to offers of ESS interests that are expressed to be made under this Division, if: (a) paragraph 1100Q(1)(a) applies to the offer; and (b) the offer is made in, or accompanied…
Section 1100K — Financial markets recognised under this Division
(1) For the purposes of this Division, the following financial markets are covered by this section: (a) a financial market operated by a market licensee; (b) a foreign financial market determined by…
Section 1100ZK — ASIC’s power to make exemptions and declare modifications etc. in relation to this Division
Application (1) This section applies in relation to Chapters 2L, 5, 5C, 6D and 7 (the covered Chapters) and this Division. Exemptions and declarations on application of this Division (2) ASIC may do…
Section 1100L — Meaning of employee share scheme
Meaning of employee share scheme (1) An employee share scheme of a body corporate, or of a registered scheme that is included in the official list of a financial market covered by section 1100K,…
Section 1100ZL — ASIC stop orders
(1) This section applies if, in relation to an offer of ESS interests that is purportedly made under this Division, ASIC is satisfied that: (a) information in any of the following is not worded and…
Section 1100M — Meaning of ESS interest
Bodies corporate included in the official list of a financial market (1) An ESS interest, in a body corporate that is included in the official list of a financial market covered by section 1100K,…
Section 1100ZM — ASIC’s power to request documents
(1) ASIC may require a person who makes, or purports to make, an offer of ESS interests to produce to ASIC such documents, or to give to ASIC such information, as ASIC thinks necessary in order to…
Section 1100N — Offers that are eligible to be made under this Division
An offer for the issue, sale or transfer of ESS interests of a body corporate or registered scheme to ESS participants in connection with an employee share scheme is eligible to be made under this…
Section 1100P — Offers for no monetary consideration
An offer for the issue or transfer of ESS interests of a body corporate or registered scheme to ESS participants in connection with an employee share scheme is covered by this section if: (a) no…