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.