Corporations Act 2001
Note: See section 1465A.
[ CCH Note: The reference to " section 1465A " is a reference to the former Corporations Law.]
(a) a modification of the constitution of an unlisted company registered under clause 3 of the transfer provisions is proposed; and
(b) the unlisted company is a mutual entity; and
(c) the modification would have the effect that the unlisted company would cease to be a mutual entity;
the following rules apply:
(f) notice of the meeting of the company ' s members at which the proposed modification is to be considered must be accompanied by the documents listed in subclause (4);
(g) notice of the meeting may not be shortened under subsection 249H(2);
(h) the company must lodge with ASIC the notice and the documents referred to in paragraphs (4)(a) and (c) within 7 days after notice of the meeting is given.
(Repealed by No 37 of 2019, s 3, Sch 1 [ 6] (effective 6 April 2019).) 29(3)
ASIC may exempt a company from this Part under clause 30. 29(4)
The documents that must accompany the notice are:
(a) a disclosure statement that:
(i) satisfies clause 31; and
(ii) ASIC has registered under clause 32; and
(b) an estimate of the financial benefits (if any) the member will be offered if the proposed modification occurs; and
(c) a report by an expert that:
(i) states whether, in the expert ' s opinion, the proposed modification is in the best interests of the members of the company as a whole; and
(ii) gives the expert ' s reasons for forming that opinion; and
(iii) complies with subclauses 33(2) and (3).
[ CCH Note: Cl 29(4) will be amended by No 69 of 2020, s 3, Sch 1, by substituting " the Registrar " for " ASIC " in para (a)(ii) (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
If the company contravenes subclause (1) it is not guilty of an offence.
A person contravenes this subclause if they are involved in a contravention of subclause (1).
Note 1: This subclause is a civil penalty provision.
Note 2: Section 79 defines involved .
A person commits an offence if they are involved in a contravention of subclause (1) and the involvement is dishonest.
In this clause: