Corporations Act. Australia
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Название: Corporations Act
Автор: Australia
Издательство: Проспект
Жанр: Юриспруденция, право
isbn: 9785392086429
isbn:
(5) Before the notice of the meeting is sent to shareholders, the company must lodge with ASIC a copy of:
(a) the notice of the meeting; and
(b) any document relating to the reduction that will accompany the notice of the meeting sent to shareholders.
256D Consequences of failing to comply with section 256B
(1) The company must not make the reduction unless it complies with subsection 256B(1).
(2) If the company contravenes subsection (1):
(a) the contravention does not affect the validity of the reduction or of any contract or transaction connected with it; and
(b) the company is not guilty of an offence.
(3) Any person who is involved in a company’s contravention of subsection (1) contravenes this subsection.
Note 1: Subsection (3) is a civil penalty provision (see section 1317E).
Note 2: Section 79 defines involved.
(4) A person commits an offence if they are involved in a company’s contravention of subsection (1) and the involvement is dishonest.
256E Signposts to other relevant provisions
The following table lists other provisions of this Act that are relevant to reductions in share capital.
Other provisions relevant to reductions in share capital
1
section 588G
section 1317H
liability of directors on insolvency
Under the combined operation of these sections the directors may have to compensate the company if the company is, or becomes, insolvent when the company reduces its share capital.
2
section 1324
injunctions to restrain contravention
Under this section the Court may grant an injunction against conduct that constitutes or would constitute a contravention of this Act.
4
Chapter 6CA
continuous disclosure provisions
Under this Chapter a disclosing entity is required to disclose information about its securities that is material and not generally available.
5
Chapter 2E
benefits to related parties to be disclosed
Under this Chapter a financial benefit to a director or other related party that could adversely affect the interests of a public company’s members as a whole must be approved at a general meeting before it can be given.
6
section 125
provisions in constitution
This section deals with the way in which a company’s constitution may restrict the exercise of the company’s powers and the consequences of a failure to observe these restrictions.
7
sections 246B‑246G
variation of class rights
These sections deal with the variation of rights attached to a class of shares. This variation may be governed by the provisions of the company’s constitution.
Division 2 — Share buy‑backs
257A The company’s power to buy back its own shares
A company may buy back its own shares if:
(a) the buy‑back does not materially prejudice the company’s ability to pay its creditors; and
(b) the company follows the procedures laid down in this Division.
Note 1: If a company has a constitution, it may include provisions in the constitution that preclude the company buying back its own shares or impose restrictions on the exercise of the company’s power to buy back its own shares.
Note 2: A company may buy‑back redeemable preference shares and may do so on terms other than the terms on which they could be redeemed. For the redemption of redeemable preference shares, see sections 254J‑254L.
257B Buy‑back procedure — general
(1) The following table specifies the steps required for, and the sections that apply to, the different types of buy‑back.
Procedures
[and sections applied]
minimum holding
employee share scheme
on‑market
equal access scheme
selective buy‑back
within 10/12 limit
over 10/12 limit
within 10/12 limit
over 10/12 limit
within 10/12 limit
over 10/12 limit
ordinary resolution
[257C]
—
—
yes
—
yes
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