Commonwealth: Companies (Miscellaneous Amendments) Act 1981 (Cth)

Companies (Miscellaneous Amendments) Act 1981 No. 92 of 1981 TABLE OF PROVISIONS PART I—PRELIMINARY Section 1. Short title 2. Commencement PART II—AMENDMENTS OF ABORIGINAL COUNCILS AND ASSOCIATIONS ACT 1976 3. Principal Act 4. Interpretation 5. Substitution of section— 62. Application of provisions of Companies Act relating to compositions with creditors 6. Substitution of section— 67. Application of provisions of Companies Act to winding up of Incorporated Aboriginal Associations PART III—AMENDMENT OF ABORIGINAL LAND RIGHTS (NORTHERN TERRITORY) ACT 1976 7. Principal Act 8. Offence in connection with mining interest PART IV—AMENDMENTS OF AUSTRALIAN BICENTENNIAL AUTHORITY ACT 1980 9. Principal Act 10. Power of Prime Minister to terminate appointment of Chairman in certain circumstances 11. Appointment of senior officers of Authority 12. Authority may form, and invest in, companies for certain purposes 13. Exemption from taxation 14. Winding up of Authority PART V—AMENDMENT OF AUSTRALIAN CAPITAL TERRITORY SUPREME COURT ACT 1933 15. Principal Act 16. Rules of Court TABLE OF PROVISIONS—continued PART VI—AMENDMENT OF AUSTRALIAN CAPITAL TERRITORY TAXATION (ADMINISTRATION) ACT 1969 Section 17. Principal Act 18. Insertion of new Division— Division 10—Registration of Transfers of Marketable Securities by Companies 58a. Transfer of marketable securities not to be registered unless duly stamped PART VII—AMENDMENTS OF BANKS (SHAREHOLDINGS) ACT 1972 19. Principal Act 20. Interests in shares PART VIII—AMENDMENT OF FINANCIAL CORPORATIONS ACT 1974 21. Principal Act 22. Related corporations PART IX—AMENDMENTS OF INDUSTRIAL RESEARCH AND DEVELOPMENT GRANTS ACT 1967 23. Principal Act 24. Interpretation PART X—AMENDMENTS OF INSURANCE ACT 1973 25. Principal Act 26. Interpretation 27. References to related bodies corporate 28. Application for authority 29. Valuation of assets 30. Definitions 31. Appointment of Auditor 32. Definitions 33. Part IV not to affect operation of certain laws 34. Part V not to affect operation of certain laws 35. Offences PART XI—AMENDMENTS OF LIFE INSURANCE ACT 1945 Division 1—Amendment Relating to Acquisition of Shares in Companies 36. Documents lodged or furnished under laws relating to acquisition of shares Division 2—Amendments Consequential on Enactment of Companies Act 1981 37. Principal Act 38. Interpretation 39. Terms and conditions of appointment 40. Documents lodged or furnished under laws relating to acquisition of shares PART XII—AMENDMENT OF PETROLEUM (SUBMERGED LANDS) (REGISTRATION FEES) ACT 1967 41. Principal Act 42. Imposition of registration fees PART XIII—AMENDMENT OF STRUCTURAL ADJUSTMENT (LOAN GUARANTEES) ACT 1974 43. Principal Act 44. Further conditions relating to guarantees PART XIV—OTHER AMENDMENTS 45. Other amendments SCHEDULE Companies (Miscellaneous Amendments) Act 1981 No. 92 of 1981 An Act to make certain amendments consequent upon the enactment of the Companies Act 1981 and for other purposes [Assented to 18 June 1981] BE IT ENACTED by the Queen, and the Senate and the House of Representatives of the Commonwealth of Australia, as follows: PART I—PRELIMINARY Short title 1. This Act may be cited as the Companies (Miscellaneous Amendments) Act 1981. Commencement 2. (1) Part I of this Act shall come into operation on the day on which this Act receives the Royal Assent. (2) Division 1 of Part XI of this Act shall come into operation on the day on which this Act receives the Royal Assent or, if on that day the Companies (Acquisition of Shares) Act 1980 has not come into operation, on the day on which the Companies (Acquisition of Shares) Act 1980 comes into operation. (3) The provisions of this Act other than the provisions referred to in sub-sections (1) and (2) shall come into operation on the day on which the Companies Act 1981 comes into operation. PART II—AMENDMENTS OF ABORIGINAL COUNCILS AND ASSOCIATIONS ACT 1976 Principal Act 3. The Aboriginal Councils and Associations Act 1976ˡ is in this Part referred to as the Principal Act. Interpretation 4. Section 3 of the Principal Act is amended by omitting paragraph (b) of the definition of "unauthorized name" and substituting the following paragraph: "(b) a name of a kind that the Ministerial Council for Companies and Securities has, for the purposes of the Companies Act 1981, directed the National Companies and Securities Commission not to accept for registration under that Act.". 5. Section 62 of the Principal Act is repealed and the following section substituted: Application of provisions of Companies Act relating to compositions with creditors "62. Subject to this Act, the provisions of the Companies Act 1981 that relate to compromises or arrangements between companies and their creditors apply, so far as they are capable of application and subject to such modifications, adaptations and exceptions (if any) as are prescribed, to and in relation to Incorporated Aboriginal Associations and, in the application of those provisions— (a) a reference to a company shall be read as a reference to an Incorporated Aboriginal Association; (b) a reference to the directors of a company shall be read as a reference to the members of the Governing Committee of an Incorporated Aboriginal Association; and (c) a reference to the Court shall be read as a reference to the Federal Court of Australia.". 6. Section 67 of the Principal Act is repealed and the following section substituted: Application of provisions of Companies Act to winding up of Incorporated Aboriginal Associations "67. Subject to this Act, the provisions of the Companies Act 1981 that relate to the winding up of companies incorporated under that Act apply, so far as they are capable of application and subject to such modifications, adaptations and exceptions (if any) as are prescribed, to and in relation to the winding up of Incorporated Aboriginal Associations and, in the application of those provisions— (a) a reference to a company shall be read as a reference to an Incorporated Aboriginal Association; (b) a reference to the directors of a company shall be read as a reference to the members of the Governing Committee of an Incorporated Aboriginal Association; (c) a reference to the secretary of a company shall be read as a reference to the public officer of an Incorporated Aboriginal Association; (d) a reference to the principal place of business of a company shall be read as a reference to the official address of the public officer of an Incorporated Aboriginal Association; (e) a reference to the Court shall be read as a reference to the Federal Court of Australia; and (f) a reference to the Commission shall be read as a reference to the Registrar of Aboriginal Corporations.". PART III—AMENDMENT OF ABORIGINAL LAND RIGHTS (NORTHERN TERRITORY) ACT 1976 Principal Act 7. The Aboriginal Land Rights (Northern Territory) Act 1976² is in this Part referred to as the Principal Act. Offence in connection with mining interest 8. Section 47 of the Principal Act is amended by omitting from sub-section (3) "Companies Ordinance 1962-74 of the Australian Capital Territory" and substituting "Companies Act 1981". PART IV—AMENDMENTS OF AUSTRALIAN BICENTENNIAL AUTHORITY ACT 1980 Principal Act 9. The Australian Bicentennial Authority Act 19803 is in this Part referred to as the Principal Act. Power of Prime Minister to terminate appointment of Chairman in certain circumstances 10. Section 7 of the Principal Act is amended by omitting from sub-section (5) "sections 120 and 121 of the Companies Ordinance 1962" and substituting "sections 225 and 226 of the Companies Act 1981". Appointment of senior officers of Authority 11. Section 8 of the Principal Act is amended by omitting "sub-section 132 (2) of the Companies Ordinance 1962" and substituting "sub-section 236 (2) of the Companies Act 1981". Authority may form, and invest in, companies for certain purposes 12. Section 13 of the Principal Act is amended by omitting from sub-section (2) "Companies Ordinance 1962" and substituting "Companies Act 1981". Exemption from taxation 13. Section 19 of the Principal Act is amended by omitting from sub-section (4) "Companies Ordinance 1962" and substituting "Companies Act 1981". Winding up of Authority 14. Section 21 of the Principal Act is amended— (a) by omitting from paragraph (a) of sub-section (3) "Companies Ordinance 1962" and substituting "Companies Act 1981"; (b) by omitting from sub-paragraph (i) of paragraph (b) of sub-section (3) "Registrar of Companies holding office under the Companies Ordinance 1962" and substituting ''office of the Corporate Affairs Commission for the Australian Capital Territory"; and (c) by omitting from paragraph (c) of sub-section (3) "sub-sections 254 (2) and (3) of the Companies Ordinance 1962" and substituting "sub-sections 254 (2) and (3) of the Companies Act 1981". PART V—AMENDMENT OF AUSTRALIAN CAPITAL TERRITORY SUPREME COURT ACT 1933 Principal Act 15. The Australian Capital Territory Supreme Court Act 19334 is in this Part referred to as the Principal Act. Rules of court 16. Section 28 of the Principal Act is amended— (a) by inserting in paragraph (b) of sub-section (1) "of the Commonwealth or" after "any law"; and (b) by omitting sub-section (5). PART VI—AMENDMENT OF AUSTRALIAN CAPITAL TERRITORY TAXATION (ADMINISTRATION) ACT 1969 Principal Act 17. The Australian Capital Territory Taxation (Administration) Act 19695 is in this Part referred to as the Principal Act. 18. The Principal Act is amended by adding at the end of Part III the following Division: "Division 10—Registration of Transfers of Marketable Securities by Companies Transfer of marketable securities not to be registered unless duly stamped "58a. A transfer of a share in the capital of, or a debenture of, a company shall not be registered, recorded or entered in the books of the company unless the instrument of transfer— (a) bears a statement in respect of the sale or purchase to which the transaction relates, made in accordance with section 52 of this Act or in accordance with a provision of a law of a State or another Territory relating to stamp duty, to the effect that stamp duty, if payable, has been or will be paid; (b) has been duly stamped for the purposes of this Act or of a law of a State or another Territory relating to stamp duty; or (c) bears a stamp affixed or impressed under section 17 of this Act or under a provision of a law of a State or another Territory relating to stamp duty to the effect that no tax or stamp duty is payable.". PART VII—AMENDMENTS OF BANKS (SHAREHOLDINGS) ACT 1972 Principal Act 19. The Banks (Shareholdings) Act 19726 is in this Part referred to as the Principal Act. Interests in shares 20. Section 8 of the Principal Act is amended— (a) by omitting paragraph (a) of sub-section (3) and substituting the following paragraph: "(a) a right, being a right or an interest of a kind described in the definition of 'prescribed interest' in sub-section (1) of section 5 of the Companies Act 1981, was issued or offered to the public for subscription or purchase;"; (b) by omitting from paragraph (c) of sub-section (3) "that section or corresponding provision" and substituting "section 164 of the Companies Act 1981"; and (c) by omitting sub-paragraph (i) of paragraph (a) of sub-section (5) and substituting the following sub-paragraph: "(i) a corporation that, by virtue of sub-section (5) of section 7 of the Companies Act 1981, is related to that other person;". PART VIII—AMENDMENT OF FINANCIAL CORPORATIONS ACT 1974 Principal Act 21. The Financial Corporations Act 19747 is in this Part referred to as the Principal Act. Related corporations 22. Section 7 of the Principal Act is amended by omitting from sub-section (1) "Companies Ordinance 1962-1973 of the Australian Capital Territory or, if that Ordinance is amended, under that Ordinance as amended" and substituting "Companies Act 1981". PART IX—AMENDMENTS OF INDUSTRIAL RESEARCH AND DEVELOPMENT GRANTS ACT 1967 Principal Act 23. The Industrial Research and Development Grants Act 19678 is in this Part referred to as the Principal Act. Interpretation 24. Section 5 of the Principal Act is amended— (a) by inserting "of the Commonwealth," after "law" in paragraph (a) of the definition of "eligible company" in sub-section (1); and (b) by omitting from paragraph (b) of sub-section (9) "Companies Ordinance 1962-1971 of the Australian Capital Territory, but, in determining such a question, paragraph (b) of sub-section (1) of section 6 of that Ordinance shall be disregarded" and substituting "Companies Act 1981, but, in determining such a question, paragraph (b) of sub-section (1) of section 7 of that Act shall be disregarded". PART X—AMENDMENTS OF INSURANCE ACT 1973 Principal Act 25. The Insurance Act 19739 is in this Part referred to as the Principal Act. Interpretation 26. Section 3 of the Principal Act is amended by omitting sub-section (2). References to related bodies corporate 27. Section 4 of the Principal Act is amended by omitting "Companies Ordinance 1962-1973 of the Australian Capital Territory, are related to each other would be determined under that Ordinance if, in section 6 of that Ordinance" and substituting "Companies Act 1981, are related to each other would be determined under that Act if, in section 7 of that Act". Application for authority 28. Section 22 of the Principal Act is amended by omitting from paragraph (e) of sub-section (2) "under the law of a State or Territory" and substituting "under the law in force in a State or Territory". Valuation of assets 29. Section 33 of the Principal Act is amended by omitting "interests within the meaning of Division 5 of Part IV of the Companies Ordinance 1962-1973 of the Australian Capital Territory" from the definition of "securities" in sub-section (7) and substituting "prescribed interests as defined by sub-section 5 (1) of the Companies Act 1981". Definitions 30. Section 39 of the Principal Act is amended by omitting from sub-section (4) "the Ninth Schedule to the Companies Ordinance 1962-1973 of the Australian Capital Territory" and substituting "the regulations in force for the time being under sub-section 269 (8) of the Companies Act 1981". Appointment of auditor 31. Section 46 of the Principal Act is amended by inserting in paragraph (1) (b) "under a law in force" after "auditor". Definitions 32. Section 50 of the Principal Act is amended— (a) by inserting "prescribed" before "interests" (twice occurring) in the definition of "affairs" in sub-section (1); and (b) by omitting the definition of "interest" from sub-section (1) and substituting the following definition: " 'prescribed interest' means a prescribed interest as defined by sub-section 5 (1) of the Companies Act 1981;". Part IV not to affect operation of certain laws 33. Section 102 of the Principal Act is amended by inserting "of the Commonwealth or" after "law" (first occurring). Part V not to affect operation of certain laws 34. Section 103 of the Principal Act is amended by inserting "of the Commonwealth or" after "law" (first occurring). Offences 35. Section 128 of the Principal Act is amended by omitting sub-section (3) and substituting the following sub-section: "(3) In this section, 'officer', in relation to a body corporate, has the same meaning as that expression has in relation to a corporation under the Companies Act 1981 by virtue of sub-section 5 (1) of that Act.". PART XI—AMENDMENTS OF LIFE INSURANCE ACT 1945 Division 1—Amendment Relating to Acquisition of Shares in Companies Documents lodged or furnished under laws relating to acquisition of shares 36. Section 139a of the Life Insurance Act 194510 is amended by omitting sub-section (1) and substituting the following sub-section: "(1) A company, being a company registered under this Act or the holding company of a company so registered, shall, within 7 days after— (a) the company lodges a document, or a copy of a document, with a person holding an office established by or under a law of the Commonwealth, of a State or of a Territory or with a body so established; or (b) a document, or a copy of a document, is furnished to the company, for the purposes of the Companies (Acquisition of Shares) Act 1980 or the corresponding law of a State or of a Territory other than the Australian Capital Territory, lodge a copy of that document with the Commissioner.". Division 2—Amendments Consequential on Enactment of Companies Act 1981 Principal Act 37. The Life Insurance Act 194510 is in this Division referred to as the Principal Act. Interpretation 38. Section 4 of the Principal Act is amended by omitting sub-section (9). Terms and conditions of appointment 39. Section 9a of the Principal Act is amended by omitting from sub-section (4) "Companies Ordinance 1962 of the Australian Capital Territory, are related to each other would be determined under that Ordinance if, in section 6 of that Ordinance" and substituting "Companies Act 1981, are related to each other would be determined under that Act if, in section 7 of that Act". Documents lodged or furnished under laws relating to acquisition of shares 40. Section 139a of the Principal Act is amended— (a) by omitting from sub-section (2) "Companies Ordinance 1962 of the Australian Capital Territory" and substituting "Companies Act 1981"; and (b) by omitting from sub-section (2) "that Ordinance" (twice occurring) and substituting "that Act". PART XII—AMENDMENT OF PETROLEUM (SUBMERGED LANDS) (REGISTRATION FEES) ACT 1967 Principal Act 41. The Petroleum (Submerged Lands) (Registration Fees) Act 196711 is in this Part referred to as the Principal Act. Imposition of registration fees 42. Section 4 of the Principal Act is amended by omitting from paragraph (a) of sub-section (5) "Companies Ordinance 1962-66 of the Australian Capital Territory or, if that Ordinance is amended, of that Ordinance as so amended" and substituting "Companies Act 1981". PART XIII—AMENDMENT OF STRUCTURAL ADJUSTMENT (LOAN GUARANTEES) ACT 1974 Principal Act 43. The Structural Adjustment (Loan Guarantees) Act 197412 is in this Part referred to as the Principal Act. Further conditions relating to guarantees 44. Section 8 of the Principal Act is amended by omitting paragraph (a) of sub-section (5) and substituting the following paragraph: "(a) they are companies that would be deemed to be related to each other for the purposes of the Companies Act 1981 if that Act were applicable to them; or". PART XIV—OTHER AMENDMENTS Other amendments 45. The Acts specified in the Schedule are amended as set out in that Schedule. SCHEDULE Section 45 Acts Provisions Amendments Australian Industry Development Corporation Act 1970 Sub-section 4 (1) (paragraph (b) of definition of "approved auditor") Omit "a law of", substitute "a law in force in" Commonwealth Employees (Employment Provisions) Act 1977 Sub-section 3 (1) (definition of "Commonwealth authority") Insert "of the Commonwealth or" after "law" (second occurring) Commonwealth Employees (Redeployment and Retirement) Act 1979 Sub-section 3 (1) (paragraph (c) of definition of "prescribed Commonwealth authority") Insert "of the Commonwealth or after "law" Defence Force Retirement and Death Benefits Act 1973 Sub-paragraph 71 (1) (b) (iii)...... Insert "of the Commonwealth or" after "law" Defence Forces Retirement Benefits Act 1948 Paragraph 82u (1) (b)........... Insert "of the Commonwealth or" after "law" (second occurring) Estate Duty Assessment Act 1914 Sub-section 9a (1) (paragraph (a) of definition of "family company") Insert "of the Commonwealth or after "law" Gift Duty Assessment Act 1941 Paragraph 13 (g).............. Insert "of the Commonwealth," after "law" Homes Savings Grant Act 1964.... Sub-section 4b (1) (definition of "registered company auditor") Omit "of a State or of a Territory", substitute "in force in a State or Territory" Income Tax Assessment Act 1936 Sub-section 82l (1) (definition of "qualified person") Omit "the law of", substitute "a law in force in" Sub-paragraph 103a (2) (d) (iii).... Omit "of a State or Territory relating to companies", substitute "in force in a State or Territory relating to companies" Industrial Research and Development Incentives Act 1976 Sub-section 4 (1) (paragraph (a) of definition of "eligible company") Omit "the law of a State or of", substitute "a law in force in a State or" National Health Act 1953........ Section 74a................. Insert "of the Commonwealth or" after "law" Service and Execution of Process Act 1901 Sub-paragraph 4 (2) (b) (i)....... Omit "of that State or Territory", substitute "in force in that State or Territory" Sub-paragraph 11 (1) (i) (i)....... Omit "of a State or Territory" substitute "in force in a State or Territory" States Grants (Advanced Education) Act 1972 Sub-section 2 (1) (paragraph (a) of definition of "qualified accountant") Omit "the law of", substitute "a law in force in" States Grants (Advanced Education) Act 1976 Sub-section 3 (1) (paragraph (a) of definition of "qualified accountant") Omit "the law of", substitute "a law in force in" States Grants (Advanced Education Assistance) Act 1976 Sub-section 3 (1) (paragraph (a) of definition of "qualified accountant") Omit "the law of", substitute "a law in force in" States Grants (Independent Schools) Act 1969 Sub-section 2 (1) (paragraph (a) of definition of "qualified accountant") Omit "the law of", substitute "a law in force in" States Grants (Schools) Act 1972 Sub-section 4 (1) (paragraph (a) of definition of "qualified accountant") Omit "the law of", substitute "a law in force in" States Grants (Schools) Act 1973 Sub-section 3 (1) (paragraph (a) of definition of "certificate by a qualified accountant") Omit "a law of", substitute "a law in force in" States Grants (Schools) Act 1976 Sub-section 3 (1) (paragraph (a) of definition of "certificate by a qualified accountant") Omit "a law of", substitute "a law in force in" States Grants (Schools Assistance) Act 1976 Sub-section 3 (1) (paragraph (a) of definition of "certificate by a qualified accountant") Omit "a law of", substitute "a law in force in" States Grants (Schools Assistance) Act 1977 Sub-section 3 (1) (paragraph (a) of definition of "certificate by a qualified accountant)" Omit "a law of", substitute "a law in force in" States Grants (Schools Assistance) Act 1978 Sub-section 3 (1) (paragraph (a) of definition of "certificate by a qualified accountant") Omit "a law of", substitute "a law in force in" SCHEDULE—continued Acts Provisions Amendments States Grants (Schools Assistance) Act 1979 Sub-section 3 (1) (paragraph (a) of definition of "certificate by a qualified accountant") Omit "a law of", substitute "a law in force in" States Grants (Technical and Further Education Assistance) Act 1976 Sub-section 3 (1) (paragraph (a) of definition of "certificate by a qualified accountant") Omit "a law of", substitute "a law in force in" States Grants (Tertiary Education Assistance) Act 1977 Sub-section 3 (1) (paragraph (b) of definition of "qualified auditor") Omit "the law of", substitute "a law in force in" States Grants (Tertiary Education Assistance) Act 1978 Sub-section 3 (1) (sub-paragraph (a) (ii) of definition of "qualified auditor") Omit "the law of", substitute "a law in force in" Superannuation Act 1922........ Paragraph 119p (1) (b)............. Insert "of the Commonwealth or" after "law" (second occurring) Superannuation Act 1976........ Sub-section 3 (1) (sub-paragraph (a) (iii) of definition of "approved authority") Insert "of the Commonwealth or" after "law" Sub-paragraph 132 (1) (b) (iii)........ Insert "of the Commonwealth or" after "law" Tobacco Charge Act (No. 2) 1955 Section 3...................... Insert "of the Commonwealth or" after "law" NOTES 1. No. 186, 1976, as amended. For previous amendments, see No. 56, 1978. 2. No. 191, 1976, as amended. For previous amendments, see Nos. 21, 70 and 83, 1978; No. 189, 1979; and No. 72, 1980. 3. No. 49, 1980. 4. No. 34, 1933, as amended. For previous amendments, see No. 27, 1935; No. 57, 1945; No. 52, 1947; No. 65, 1948; Nos. 51 and 80, 1950; Nos. 17 and 36, 1955; No. 47, 1956; No. 34, 1957; No. 43, 1958; No. 51, 1959; No. 110, 1960; No. 109, 1964; No. 92, 1965; Nos. 8 and 93, 1966; No. 156, 1968; No. 40, 1969; Nos. 13 and 98, 1971; No. 216, 1973 (as amended by No. 20, 1974); No. 158, 1976; and No. 3, 1978. 5. No. 42, 1969, as amended. For previous amendments, see No. 216, 1973 (as amended by No. 20, 1974). 6. No. 2, 1972, as amended. For previous amendments, see No. 216, 1973 (as amended by No. 20, 1974). 7. No. 36, 1974, as amended. For previous amendments, see No. 157, 1976. 8. No. 51, 1967, as amended. For previous amendments, see No. 59, 1972; No. 201, 1973; No. 216, 1973 (as amended by No. 20, 1974); No. 85, 1976; and No. 36, 1978. 9. No. 76, 1973, as amended. For previous amendments, see No. 216, 1973 (as amended by No. 20, 1974); No. 157, 1976; and No. 31, 1977. 10. No. 28, 1945, as amended. For previous amendments, see Nos. 65 and 80, 1950; No. 94, 1953; No. 3, 1958; No. 93, 1959; No. 29, 1961; No. 145, 1965; No. 78, 1973; No. 216, 1973 (as amended by No. 20, 1974); No. 32, 1977; and No. 177, 1978. 11. No. 123, 1967, as amended. For previous amendments, see No. 82, 1980. 12. No. 155, 1974.