Corporations Act 2001
Note: See section 1465A.
[ CCH Note: The reference to " section 1465A " is a reference to the former Corporations Law.]
ASIC must register the disclosure statement if satisfied that the statement adequately sets out or explains the following (if relevant):
(a) the variation or cancellation of members ' rights
(b) that the proposed modification will allow the variation or cancellation of members ' rights
(d) what financial benefits (if any) members will be offered if the proposed modification occurs and why the benefits are considered to be appropriate
(e) the basis upon which members ' entitlement to the financial benefits will be determined, including:
(i) any minimum period of membership that a member must satisfy to receive benefits; or
(ii) whether members must pay an amount or provide other value to receive benefits
(f) any preferential allocation of benefits to members, or a class of members, and how that allocation is to be determined
(g) any benefits officers of the company (including retiring officers) may receive (whether directly or indirectly) in connection with the proposed modification
(h) any other proposed changes to the company that are related to the proposed modification (for example, whether the company proposes to list its securities for quotation on a prescribed financial market or merge with another company)
(i) the new name of the company, if the company ' s name is to be changed in connection with the proposed modification, or that it is not proposed to change the company ' s name
(j) the procedural steps required to vary or cancel the members ' rights
(l) how voting on the proposed modification will take place.
[ CCH Note: Cl 32(1) will be amended by No 69 of 2020, s 3, Sch 1, by substituting " The Registrar must register the disclosure statement if ASIC notifies the Registrar that ASIC is " for " ASIC must register the disclosure statement if " (effective 22 June 2022 or a day or days to be fixed by Proclamation).]
In deciding whether the disclosure statement adequately sets out or explains the matters in subclause (1), ASIC may also have regard to:
(a) the readability of the statement; and
(b) whether the statement would be readily comprehensible by the members of the company concerned. 32(3)
The disclosure statement must include a statement to the effect that registration of the disclosure statement:
(a) is on the basis that the statement adequately sets out or explains the matters in subclause (1); and
(b) does not mean that ASIC has considered whether the proposed modification is in the best interests of the members of the company as a whole.
Subclause (1) does not limit clause 31.