Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

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      (4) If the responsible entity requires payment for the copy, the responsible entity must send it:

      (a) within 14 days after the responsible entity receives the payment; or

      (b) within any longer period that ASIC approves.

      The amount of any payment the responsible entity requires cannot exceed the prescribed amount.

      (5) An offence based on subsection (1), (3) or (4) is an offence of strict liability.

      Note: For strict liability, see section 6.1 of the Criminal Code.

      Chapter 2H — Shares

      Part 2H.1 — Issuing and converting shares

      254A Power to issue bonus, partly‑paid, preference and redeemable preference shares

      (1) A company’s power under section 124 to issue shares includes the power to issue:

      (a) bonus shares (shares for whose issue no consideration is payable to the issuing company); and

      (b) preference shares (including redeemable preference shares); and

      (c) partly‑paid shares (whether or not on the same terms for the amount of calls to be paid or the time for paying calls).

      Note: 1: Subsections 246C(5) and (6) provide that in certain circumstances the issue of preference shares is taken to be a variation of class rights.

      Note: 2: Partly‑paid shares are dealt with in sections 254M‑254N.

      Note: 3: On the issue of a bonus share there need not be any increase in the company’s share capital.

      (2) A company can issue preference shares only if the rights attached to the preference shares with respect to the following matters are set out in the company’s constitution (if any) or have been otherwise approved by special resolution of the company:

      (a) repayment of capital;

      (b) participation in surplus assets and profits;

      (c) cumulative and non‑cumulative dividends;

      (d) voting;

      (e) priority of payment of capital and dividends in relation to other shares or classes of preference shares.

      (3) Redeemable preference shares are preference shares that are issued on the terms that they are liable to be redeemed. They may be redeemable:

      (a) at a fixed time or on the happening of a particular event; or

      (b) at the company’s option; or

      (c) at the shareholder’s option.

      Note: Redeemable preference shares are dealt with in sections 254J‑254L.

      254B Terms of issue

      (1) A company may determine:

      (a) the terms on which its shares are issued; and

      (b) the rights and restrictions attaching to the shares.

      Note: 1: Details of any division of shares into classes or conversion of classes of shares must be given to ASIC by a notice in the prescribed form (see subsection 246F(1)).

      Note: 2: For public companies, any document or resolution that attaches rights to shares or varies or cancels rights attaching to shares must be lodged with ASIC (see subsection 246F(3)).

      Note: 3: Sections 246B‑246G provide safeguards in cases where class rights are cancelled or varied.

      Note: 4: The company cannot issue par value shares (see section 254C) or bearer shares (see section 254F).

      No liability companies — special terms of issue

      (2) A share in a no liability company is issued on the following terms:

      (a) if a no liability company is wound up and a surplus remains, it must be distributed among the parties entitled to it in proportion to the number of shares held by them, irrespective of the amounts paid up on the shares; and

      (b) a member who is in arrears in payment of a call on a share, but whose share has not been forfeited, is not entitled to participate in the distribution on the basis of holding that share until the amount owing in respect of the call has been fully paid and satisfied.

      Companies incorporated as no liability companies — special terms of issue

      (3) If a company:

      (a) either:

      (i) is a no liability company; or

      (ii) was initially registered as a no liability company and has changed its status under section 162 to another type of company; and

      (b) ceases to carry on business within 12 months after its registration and is wound up;

      shares issued for cash rank (to the extent of the capital contributed by subscribing shareholders) in the winding up in priority to shares issued to vendors or promoters, or both, for consideration other than cash.

      (4) The holders of shares issued to vendors or promoters are not entitled to preference on the winding up of a company that:

      (a) is a no liability company; or

      (b) was initially registered as a no liability company and has changed its status under section 162 to another type of company.

      This is so despite anything in the company’s constitution or the terms on which the shares are on issue.

      254C No par value shares

      Shares of a company have no par value.

      Note: The Part 10.1 transitional provisions contain provisions that deal with the introduction of no par value shares. See also subsection 169(4).

      254D Pre‑emption for existing shareholders on issue of shares in proprietary company (replaceable rule — see section 135)

      (1) Before issuing shares of a particular class, the directors of a proprietary company must offer them to the existing holders of shares of that class. As far as practicable, the number of shares offered to each shareholder must be in proportion to the number of shares of that class that they already hold.

      (2) To make the offer, the directors must give the shareholders a statement setting out the terms of the offer, including:

      (a) the number of shares offered; and

      (b) the period for which it will remain open.

      (3) The directors may issue any shares not taken СКАЧАТЬ