Corporations Act. Australia
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Название: Corporations Act

Автор: Australia

Издательство: Проспект

Жанр: Юриспруденция, право

Серия:

isbn: 9785392086429

isbn:

СКАЧАТЬ company (see subsection 1274(7A) and paragraph 1317C(b)).

      165 ASIC may direct a proprietary company to change to a public company in certain circumstances

      (1) ASIC may direct a proprietary company in writing to change to a public company within 2 months if it is satisfied that the company has contravened section 113 (requirements for proprietary companies).

      (2) The company must comply with the direction within 2 months after being given it by doing everything necessary to change to a public company under section 164.

      (2A) An offence based on subsection (2) is an offence of strict liability.

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

      (3) If a proprietary company does not comply with subsection (2), ASIC may change the company from a proprietary to a public company by altering the details of the company’s registration to reflect the company’s new type.

      (4) A change of type under this section takes effect when ASIC alters the details of the company’s registration.

      (5) ASIC must give the company a new certificate of registration after it alters the details of the company’s registration under subsection (3). The company’s name is the name specified in the certificate of registration issued under this section.

      Note: For the evidentiary value of a certificate of registration, see subsection 1274(7A).

      166 Effect of change of type

      (1) A change of type does not:

      (a) create a new legal entity; or

      (b) affect the company’s existing property, rights or obligations (except as against the members of the company in their capacity as members); or

      (c) render defective any legal proceedings by or against the company or its members.

      (2) On the change of type of a company from a company limited by guarantee to a company limited by shares:

      (a) the liability of each member and past member as a guarantor on the winding up of the company is extinguished; and

      (b) the members cease to be members of the company; and

      (c) if shares are to be issued to a person as specified in the list referred to in subsection 163(3):

      (i) the shares are taken to be issued to that person; and

      (ii) the person is taken to have consented to be a member of the company; and

      (iii) the person becomes a member of the company.

      Note: The company must maintain a register of members that complies with subsection 169(3).

      167 Issue of shares by company or holding company — company limited by guarantee changing to company limited by shares

      (1) If:

      (a) a company limited by guarantee changes type under this Part to a company limited by shares; and

      (b) that company, or another company that beneficially owns all the shares in that company, issues shares to a person who was a member of that company immediately before the change of type took effect;

      the person becomes a member of the company issuing the shares if:

      (c) the issue of the shares is in accordance with the special resolution that accompanied the application to change type under subparagraph 163(2)(a)(ii); and

      (d) the shares are fully paid up; and

      (e) the business, assets and liabilities of the issuing company (together with its subsidiaries) when the shares are issued are substantially the same as the business, assets and liabilities of the company changing type (together with its subsidiaries) immediately before the change of type took effect.

      (2) If shares are issued according to this section, a court is not to make an order reversing the issue of the shares.

      167AA Application of Part to company limited both by shares and by guarantee

      (1) A company limited both by shares and by guarantee may change to one of the following types of companies under this Part:

      (a) a proprietary company limited by shares;

      (b) a public company limited by shares;

      (c) a company limited by guarantee.

      (2) This Part applies to the change with any modifications that are necessary.

      Chapter 2C — Registers

      Part 2C.1 — Registers generally

      167A Who is covered by this Chapter

      (1) This Chapter covers:

      (a) all companies; and

      (b) all registered schemes.

      (2) A registered scheme’s responsible entity:

      (a) must perform the obligations imposed under this Chapter in respect of the scheme; and

      (b) may exercise the powers given by this Chapter in respect of the scheme.

      168 Registers to be maintained

      (1) A company or registered scheme must set up and maintain:

      (a) a register of members (see section 169); and

      (b) if the company or scheme grants options over unissued shares or interests — a register of option holders and copies of options documents (see section 170); and

      (c) if the company issues debentures — a register of debenture holders (see section 171).

      Note 1A: See also section 672DA (register of relevant interests in listed company or registered scheme).

      Note 2: The registers may be kept on computer (see section 1306).

      (1A) An offence based on subsection (1) is an offence of strict liability.

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

      (2) For the purposes of this Chapter, choses in action (including an undertaking) that fall into one of the exceptions in paragraphs (a), (b), (e) and (f) of the definition of debenture in section 9 must also be entered into the register of debenture holders.

      169 Register of members

      General requirements

      (1) The register of members must contain the following information about each member:

      (a) СКАЧАТЬ