THE CORPORATIONS LAW

CHAPTER 1 - INTRODUCTORY

PART 1.1 - PRELIMINARY

SECTION 1  CITATION  

This Law may be referred to as the Corporations Law.

SECTION 2  COMMISSION HAS GENERAL ADMINISTRATION OF THIS LAW  

Subject to the ASIC Law of this jurisdiction, the Commission has the general administration of the Corporations Law of this jurisdiction.

SECTION 3  APPLICATION TO THE CROWN   (Repealed by No 110 of 1990, Sch 1 (effective 18 December 1990).)

SECTION 4  EXTENSION TO EXTERNAL TERRITORIES   (Repealed by No 110 of 1990, Sch 1 (effective 18 December 1990).)

SECTION 5  COMMISSION HAS GENERAL ADMINISTRATION OF ACT   (Repealed by No 110 of 1990, Sch 1 (effective 18 December 1990).)

PART 1.2 - INTERPRETATION

Division 1 - General

SECTION 6  EFFECT OF THIS PART  

6(1)  [Effect unless contrary intention]  

The provisions of this Part have effect for the purposes of this Law, except so far as the contrary intention appears in this Law.

6(2)  [Reference to person or body corporate]  

This Part applies for the purposes of:

(a)  Part 5.7;

(b)  Chapter 5 as applying by virtue of Part 5.7; and

(c)  Part 9.2;

as if a reference in this Part to a person or to a body corporate included a reference to a Part 5.7 body.

6(3)  [Body corporate]  

This Part applies for the purposes of Chapter 6 as if a reference in this Part to a body corporate included a reference to a Chapter 6 body.

6(4)  [Continued application of unamended Part]  

Where, because of Part 11.2, provisions of this Law, as in force at a particular time, continue to apply:

(a)  in relation to someone or something; or

(b)  for particular purposes;

then, for the purposes of those provisions as so applying:

(c)  this Part as in force at that time continues to have effect; and

(d)  this Part as in force at a later time does not have effect.

SECTION 7  LOCATION OF OTHER INTERPRETATION PROVISIONS  

7(1)  [Location of interpretation provisions]  

Most of the interpretation provisions for this Law are in this Part.

7(2)  [Chapters 6, 7 and 8]  

However, interpretation provisions relevant only to Chapters 6, 7 and 8, respectively, are to be found at the beginning of those Chapters.

7(3)  [Interpretation of Parts, Divisions or Subdivisions]  

Also, interpretation provisions relevant to a particular Part, Division or Subdivision may be found at the beginning of that Part, Division or Subdivision.

7(4)  [Interpretation of individual sections]  

Occasionally, an individual section contains its own interpretation provisions, not necessarily at the beginning.

SECTION 8  HOW TO READ REFERENCES TO PROVISIONS OF THIS LAW  

8(1)  [Single national Corporations Law]  

The object of this section is to help ensure that the Corporations Law of this jurisdiction operates, so far as possible, as if that Law, together with the Corporations Law of each jurisdiction other than this jurisdiction, constituted a single national Corporations Law applying of its own force throughout Australia.

8(2)  [Reference to this Law]  

A reference to this Law is a reference to this Law or the Corporations Law of another jurisdiction.

8(3)  [Corresponding provisions included]  

A reference to a provision of this Law is a reference to that provision or the corresponding provision of the Corporations Law of another jurisdiction.

8(4)  [Exceptions]  

Subsections (2) and (3) have effect:

(a)  except so far as the contrary intention appears or the context otherwise requires; and

(b)  except as prescribed.

8(5)  [Where subsec (2) and (3) not to apply]  

Without limiting subsection (4):

(a)  subsection (2) does not apply in relation to a reference to this Law that is expressed as a reference to the Corporations Law of this jurisdiction; and

(b)  subsection (3) does not apply in relation to a reference to a provision of this Law that is expressed as a reference to that provision of the Corporations Law of this jurisdiction; and

(c)  neither subsection (2) nor (3) applies to a reference in:

(i) this section; or
(ii) section 8A, 58, 58A or 58B; or
(iii) Division 9, 10 or 11 of this Part; or
(iv) Part 1.3; or
(v) Chapter 2A (except subsection 113(3)); or
(vi) Chapter 2E (except subsection 213(2)); or
(vii) Chapter 2K (except section 273); or
(viii) Part 5B.1 or Part 5B.2 (except section 601CX); or
(ix) Part 5.7; or
(ixa) Chapter 5C; or
(x) Division 2 of Part 7.3; or
(xi) section 703; or
(xii) Division 3 or 4 of Part 7.11; or
(xiii) (Repealed by No 62 of 1998, Sch 2, Pt 1 (effective 1 July 1998)
(xiv) Division 2 of Part 8.3; or
(xv) Part 9.10 or 11.1.

SECTION 8A  CORPORATIONS REGULATIONS, AND APPLICATION ORDERS, OF A JURISDICTION TREATED AS PART OF THAT JURISDICTION'S CORPORATIONS LAW  

8A(1)  [Reference is inclusive]  

Except in subsection 8(3) or Part 1.3, a reference to this Law includes a reference to the regulations and the application orders.

8A(2)  [Reference in Pt 1.3]  

A reference in Part 1.3 to this Law includes a reference to the regulations.

8A(3)  [Corporations Law of a jurisdiction]  

Subject to this section, a reference to the Corporations Law of a jurisdiction includes a reference to:

(a)  the Corporations Regulations of that jurisdiction; and

(b)  the application orders under section 111A of that Law.

8A(4)  [Application orders in force under this Law]  

A reference to a provision of this Law includes a reference to the application orders (if any) in force for the purposes of that provision.

8A(5)  [Application orders in force under a jurisdiction's Corporations's Law]  

A reference to a provision of the Corporations Law of a jurisdiction includes a reference to the application orders (if any) under section 111A of that Law that are in force for the purposes of the first-mentioned provision.

8A(6)  [References in this section]  

No earlier subsection of this section applies in relation to a reference in this section.

SECTION 9  DICTIONARY  

Unless the contrary intention appears:

A

``AASB'' means the Australian Accounting Standards Board.

[``abbreviation''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

``Account'' means the Companies Unclaimed Money Account established by section 71 of the Corporations Act 1989;

[``accounting period''] (Definition repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

[``accounting records''] (Definition repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

``accounting standard'' means:

(a)  an instrument in force under section 334; or

(b)  a provision of such an instrument as it so has effect;

[``accounts''] (Definition repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

``ACN'' (short for ``Australian Company Number'') is the number given by ASIC to a company on registration (see sections 118 and 601BD);

``acquire'' :

(a)  in relation to a futures contract - has the meaning given by sections 23, 26, 27 and 28;

(b)  in relation to shares - has, in Chapter 7, the meaning given by subsection 51(1);

(c)  (Repealed by No 156 of 1999, Sch 3, Pt 9 (effective 13 March 2000). )

``act'' includes thing;

``Act'' means:

(a)  except in relation to a jurisdiction - an Act of the Commonwealth; and

(b)  in relation to a jurisdiction:

(i) in the case of a State - an Act passed by the Parliament of that State; or
(ii) in the case of the Northern Territory - an Act of the Northern Territory; or
(iii) in the case of the Capital Territory - an Act or Ordinance of the Capital Territory;

``adjustment agreement'' means a standardised agreement the effect of which is that:

(a)  a particular person will either be under a Chapter 8 obligation to pay, or will have a Chapter 8 right to receive, an amount of money;

(b)  whether the person will be under such an obligation to pay, or will have such a right to receive, the amount of money will depend on a particular state of affairs existing at a particular future time, including, without limiting the generality of the foregoing, a state of affairs that relates to fluctuations in the value or price of a commodity or other property, or in an index or other factor; and

(c)  the amount of money will be calculated in a particular manner by reference to that state of affairs;

whether or not the agreement has any other effect or is capable of being varied or discharged before that future time;

``administration'' , in relation to a body corporate, has, in the case of a company or recognised company, the meaning given by:

(a)  section 435C or a corresponding law; and

(b)  section 1381 or a corresponding law;

``administrator'' :

(a)  in relation to a body corporate but not in relation to a deed of company arrangement:

(i) means an administrator of the body appointed under Part 5.3A; and
(ii) has a meaning affected by section 1381; and
(iii) if 2 or more persons are appointed under that Part asadministrators of the body - has a meaning affected by paragraph 451A(2)(b); or

(b)  in relation to a deed of company arrangement:

(i) means an administrator of the deed appointed under Part 5.3A; and
(ii) if 2 or more persons are appointed under that Part as administrators of the deed - has a meaning affected by paragraph 451B(2)(b);

``admit to quotation'' : securities are `` admitted to quotation '' on a stock market of a securities exchange if the exchange has given unconditional permission for quotation of the securities on the stock market;

``Advisory Committee'' means the Companies and Securities Advisory Committee established by section 145 of the Australian Securities and Investments Commission Act 1989;

``affairs'' , in relation to a body corporate, has, in the provisions referred to in section 53, a meaning affected by that section;

``affidavit'' includes affirmation;

[``AFIC Codes''] (Definition repealed by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).)

``agency'' means an agency, authority, body or person;

``AGM'' means an annual general meeting of a company that section 250N requires to be held.

``agreement'' means:

(a)  in Chapter 6 or 7 - a relevant agreement; or

(b)  in Chapter 8 - a Chapter 8 agreement;

``amount'' includes a nil amount and zero;

``ancillary offence'' , in relation to another offence, means an offence against:

(a)  section 5, 6, 7 or 7A of the Crimes Act 1914; or

(b)  subsection 86(1) of that Act by virtue of paragraph 86(1)(a) of that Act; or

(c)  such a provision of the Crimes Act 1914 as it applies as a law of this jurisdiction;

being an offence that is related to that other offence;

[``annual general meeting''] (Definition repealed by No 61 of 1998, Sch 2, Pt 2 (effective 1 July 1998).)

``annual return'' :

(a)  of a company - means the return that subsection 345(1) requires the company to lodge with ASIC; and

(b)  of a registered managed investment scheme - means the return that subsection 345(2) requires the responsible entity of the scheme to lodge with ASIC.

``another jurisdiction'' means a jurisdiction other than this jurisdiction;

[``applicable accounting standard''] (Definition repealed by No 61 of 1998, Sch 2,Pt 4 (effective 1 July 1998).)

``application order'' means an order under section 111A of the Corporations Law of this jurisdiction;

[``application period''] (Definition repealed by No 156 of 1999, Sch 3, Pt 1 (effective 13 March 2000). )

``appoint'' includes re-appoint;

``appropriate dealer'' for a market bid means a member of the relevant securities exchange;

``approved foreign bank'' , in relation to a member of a futures organisation, means a bank, established by or under the law of a foreign country, in relation to which there is in force an approval given by the futures organisation in accordance with its business rules (within the meaning of Chapter 8);

``approved securities organisation'' means a body corporate in relation to which an approval under section 770 of the Corporations Law of this jurisdiction is in force;

[``approving holding company''] (Definition repealed by No 61 of 1998, Sch 2, Pt 3 (effective 1 July 1998).)

``APRA'' means the Australian Prudential Regulation Authority;

``arbitrage transaction'' means a purchase or sale of securities effected in the ordinary course of trading on a stock market together with an offsetting sale or purchase of those securities effected at the same time, or at as nearly the same time as practicable, in the ordinary course of trading on another stock market for the purpose of obtaining a profit from the difference between the prices of those securities in the 2 stock markets;

``ARBN'' (short for ``Australian Registered Body Number'') is the number given by ASIC to a registrable body on registration under Part 5B.2;

``arrangement'' , in Part 5.1, includes a reorganisation of the share capital of a body corporate by the consolidation of shares of different classes, by the division of shares into shares of different classes, or by both of those methods;

``ARSN'' (short for ``Australian Registered Scheme Number'') is the number given by ASIC to a registered scheme on registration (see section 601EB).

[``articles''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

[``ASC''] (Definition repealed by No 54 of 1998, Sch 4, Pt 1 (effective 1 July 1998).)

[``ASC database''] (Definition repealed by No 54 of 1998, Sch 5, Pt 3 (effective 1 July 1998).)

``ASIC'' means the Australian Securities and Investments Commission;

``ASIC database'' means so much of the national companies database kept by ASIC as consists of:

(a)  some or all of a register kept by ASIC under this Law; or

(b)  information set out in a document lodged under this Law;

but does not include ASIC's document imaging system.

``assets'' means:

(a)  in relation to the holder of a futures brokers licence - all the assets of the holder, whether or not used in connection with a business of dealing in futures contracts; and

(b)  in relation to the holder of a dealers licence - all the assets of the holder, whether or not used in connection with a securities business;

``associate'' : The following are the associates of a bidder making a takeover offer, a substantial holder or a 90% holder:

(a)  if the bidder or holder is a body corporate:

(i) a body corporate it controls; or
(ii) a body corporate that controls it; or
(iii) a body corporate that is controlled by an entity that controls it

(b)  a person with whom the bidder or holder has, or proposes to enter into, a relevant agreement for the purpose of controlling or influencing the composition of the body's board or the conduct of the body's affairs

(c)  a person with whom the bidder or holder is acting, or proposes to act, in concert in relation to the body's affairs.

Otherwise a person's associates are determined under sections 10 to 17;

``ASX'' means Australian Stock Exchange Limited.

[``audited or reviewed in accordance with this Law''] (Definition repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

``Australia'' includes the coastal sea of each jurisdiction but does not include an external Territory;

``Australian ADI'' means:

(a)  an ADI (authorised deposit-taking institution) within the meaning of the Banking Act 1959; and

(b)  a person who carries on State banking within the meaning of paragraph 51 (xiii) of the Constitution;

``Australian bank'' means:

(a)  a bank as defined in section 5 of the Banking Act 1959; or

(b)  a bank constituted by or under a law of a State or Territory;

``Australian company law'' means:

(a)  this Act; or

(b)  the company law of a State or Territory;

``Australian court'' means a federal court or a court of a State or Territory;

``Australian law'' means a law of the Commonwealth or of a State or Territory;

``Australian register'' of a foreign company means a branch register of members kept under section 601CM;

``authorised trustee corporation'' means a body corporate that is declared by the regulations to be an authorised trustee corporation for the purposes of the provision in which the expression appears;

[``available''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

B

``bank'' includes, but is not limited to, a body corporate that is an ADI (authorised deposit-taking institution) for the purposes of the Banking Act 1959.

``banker's books'' means:

(a)  books of an Australian ADI,including documents used in the ordinary business of an Australian ADI;

(b)  cheques, orders for the payment of money, bills of exchange and promissory notes in an Australian ADI's possession;

(c)  scrip in an Australian ADI's possession, whether by way of pledge or otherwise; or

(d)  documents that create or evidence futures contracts and are in an Australian ADI's possession;

``banking corporation'' means a body corporate that carries on, as its sole or principal business, the business of banking (other than State banking not extending beyond the limits of the State concerned);

``banning order'' means:

(a)  in section 835 or 836 - an order by the Commission in force under Division 5 of Part 7.3; and

(b)  in any other provision of Chapter 7 - an order by the Commission in force under Division 5 of Part 7.3 of the Corporations Law of this jurisdiction; and

(c)  in section 1199 or 1199A - an order by the Commission in force under Division 5 of Part 8.3; and

(d)  in any other provision of Chapter 8 - an order by the Commission in force under Division 5 of Part 8.3 of the Corporations Law of this jurisdiction;

``begin'' , in relation to a winding up, has the meaning given by Division 1A of Part 5.6;

``benefit'' :

(a)  means any benefit, whether by way of payment of cash or otherwise; and

(b)  when used in Division 2 of Part 2D.2 (sections 200B to 1813) - means:

(i) a payment or other valuable consideration; or
(ii) an interest in property of any kind; and
(iii) any other benefit;

``bid class'' of securities for a takeover bid is the class of securities to which the securities being bid for belong;

``bidder'' for a takeover bid means the person who makes or proposes to make, or each of the people who make or propose to make, the offers under the bid (whether personally or by an agent or nominee);
Note:

The dealer who announces a market bid is not the bidder; the bidder is the person or people on whose behalf the announcement is made.

``bidder's statement'' means a bidder's statement under sections 636 and 637 as supplemented;

``bid period'' :

(a)  for an off-market bid - starts when the bidder's statement is given to the target and ends:

(i) 1 month later if no offers are made under the bid; or
(ii) at the end of the offer period; and

(b)  for a market bid - starts when the bid is announced to the relevant securities exchange and ends at the end of the offer period;

``Board'' means:

(a)  (Paragraph repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

(b)  in Part 7.10 - the board of SEGC; or

(c)  in Part 9.2 - the Companies Auditors and Liquidators Disciplinary Board established by section 202 of the Australian Securities and Investments Commission Act 1989;

``board'' , in relation to a body, means the committee of management, board of directors, council or other governing authority of the body;

``board or managerial office'' (when used in Division 2 of Part 2D.2 (sections 200B to 1813) in relation to a body corporate) means:

(a)  an office of director of the body corporate; and

(b)  any other office in connection with the management of the body corporate's affairs that is held by:

(i) a person who also holds an office of director of the body corporate or a related body corporate; or
(ii) a person who has held an office of director of the body corporate or a related body corporate at any time within the 12 months immediately before the loss of, or retirement from, that office;

``body'' means a body corporate or an unincorporated body and includes, for example, a society or association;

``body corporate'' :

(a)  includes a body corporate that is being wound up or has been dissolved; and

(b)  in this Chapter (except section 66A) and section 206E includes an unincorporated registrable body;

``books'' includes:

(a)  a register;

(b)  any other record of information;

(c)  financial reports or financial records, however compiled, recorded or stored; and

(d)  a document;

``borrower'' , in relation to a debenture, means the body that is or will be liable to repay money under the debenture;

[``borrowing corporation''] (Definition repealed by No 156 of 1999, Sch 3, Pt 2 (effective 13 March 2000). )

``bought position'' means:

(a)  in relation to a commodity agreement, or in relation to a futures contract, being a commodity agreement - the position of a person who, by virtue of the agreement, is under a Chapter 8 obligation to accept delivery in accordance with the agreement; or

(b)  in relation to a futures contract, being an adjustment agreement - the position of a person who, by virtue of the agreement:

(i) will, if the value or worth of the agreement (as determined in accordance with the agreement) as at a particular future time is less by a particular amount than the value or worth of the agreement (as so determined) as at a particular earlier time, be under a Chapter 8 obligation to pay that amount; and
(ii) will, if the value or worth of the agreement (as so determined) as at a particular future time exceeds by a particular amount the value or worth of the agreement (as so determined) as at a particular earlier time, have a Chapter 8 right to receive that amount;

[``branch register''] (Definition repealed by No 115 of 1995, Sch 6 (effective 9 December 1995).)

[``building society''] (Definition repealed by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).)

[``building society special services provider''] (Definition repealed by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).)

``business affairs'' , in relation to an entity, has a meaning affected by sections 53AA, 53AB, 53AC and 53AD;

``business day'' means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place concerned;

[``buy-back''] (Definition of ``buy-back repealed by No 62 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

``buy-back agreement'' by a company means an agreement by the company to buy back its own shares (whether the agreement is conditional or not);

[``buy-back arrangements''] (Definition repealed by No 62 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

[``buy-back covenant''] (Definition repealed by No 62 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

C

``calendar month'' means a period commencing at the beginning of a day of one of the 12 months of the year and ending immediately before the beginning of the corresponding day of the next month or, if there is no such corresponding day, ending at the expiration of the next month;

``calendar year'' means a period of 12 months commencing on 1 January;

``Capital Territory'' means the Australian Capital Territory and the Jervis Bay Territory;

``carry on'' has a meaning affected by Division 3;

``cash management trust interest'' means an interest that:

(a)  is an interest in a registered scheme; and

(b)  relates to an undertaking of the kind commonly known as a cash management trust.

``cause'' includes procure;

``certified'' means:

(a)  in relation to a copy of, or extract from, a document - certified by a statement in writing to be a true copy of, or extract from, the document; or

(b)  in relation to a translation of a document - certified by a statement in writing to be a correct translation of the document into English;

[``Chapter 6 body''] (Definition repealed by No 156 of 1999, Sch 3, Pt 9 (effective 13 March 2000). )

[``Chapter 6 company''] (Definition repealed by No 156 of 1999, Sch 3, Pt 9 (effective 13 March 2000). )

``Chapter 8 agreement'' means:

(a)  a relevant agreement;

(b)  a proposed relevant agreement;

(c)  a relevant agreement as varied, or as proposed to be varied;

(d)  where a relevant agreement has been varied - the relevant agreement as in force at any time before the variation; or

(e)  where a relevant agreement has been discharged - the relevant agreement as in force at any time before its discharge;

``Chapter 8 obligation'' has the meaning given by section 55;

``Chapter 8 right'' has the meaning given by section 55;

``charge'' means a charge created in any way and includes a mortgage and an agreement to give or execute a charge or mortgage, whether on demand or otherwise;

``chargeable matter'' means any of the following:

(a)  the lodgment of a document under the Corporations Law of this jurisdiction;

(b)  the registration of a document under that Law;

(c)  the inspection or search of a register kept by, or a document in the custody of, the Commission under that Law;

(d)  the making available by the Commission, under that Law, of information (whether in the form of a document or otherwise);

(e)  the production by the Commission, under a subpoena, of such a register or document;

(f)  the issuing of a document or a copy of a document, the granting of a licence, consent or approval, or the doing of any other act, under that Law, by the Minister or the Commission;

(g)  the making of an inquiry of, or an application to, the Minister, or the Commission, in relation to a matter arising under that Law;

(h)  the submission to the Commission of a document for examination by the Commission;

(i)  the making of an application under that Law to the Panel;

(j)  the doing of any act by the Panel in dealing with an application under that Law to the Panel;

``chargee'' means the holder of a charge and includes a person in whose favour a charge is to be given or executed, whether on demand or otherwise, under an agreement;

[``chief entity''] (Definition repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

[``child entity''] (Definition repealed by No 156 of 1999, Sch 3, Pt 4 (effective 13 March 2000). )

``civil penalty disqualification'' has the meaning given by subsection 91(4A);

``civil penalty order'' means any of the following:

(a)  a declaration of contravention under section 1317F

(b)  a pecuniary penalty order under section 1317G

(c)  a compensation order under section 1317H

(d)  an order under section 206C disqualifying a person from managing corporations;

``civil penalty provision'' has the meaning given in subsection 1317E(1);

``class'' has:

(a)  in relation to futures contracts - a meaning affected by subsection 72(3); and

(b)  in relation to shares or interests in a managed investment scheme - a meaning affected by section 57; and

(c)  when used in relation to securities for the purposes of Chapter 6, 6A or 6C - a meaning affected by subsection 605(2);

``clearing house'' means:

(a)  in relation to a body corporate:

(i) in any case - a person who provides, or proposes to provide, clearing house facilities for a futures market conducted by that body; or
(ii) in the case of a futures exchange - a body corporate in relation to which an approval as a clearing house for that futures exchange is in force under subsection 1131(2) or is taken because of subsection 1131(4) to be in force; and

(b)  in relation to a futures market:

(i) in any case - a person who provides, or proposes to provide, clearing house facilities for that futures market; or
(ii) in the case of a futures market of a futures exchange - a body corporate in relation to which an approval as a clearing house for that futures exchange is in force under subsection 1131(2) or is taken because of subsection 1131(4) to be in force;

``clearing house facilities'' , in relation to a futures market, means facilities for the registration of futures contracts acquired or disposed of on that futures market;

``client'' , in relation to a futures broker, means, except in Division 2 of Part 8.3, a person on whose behalf the broker deals, or from whom the broker accepts instructions to deal, in futures contracts;

``clients' segregated account'' , in relation to a person who is a member of a futures organisation, means an account that:

(a)  the person maintains, whether in Australia or elsewhere, with:

(i) an Australian ADI; or
(ii) an approved foreign bank in relation to the person; and

(b)  is maintained for the sole purpose of containing money deposited by the person into the account under section 1209 or a corresponding previous law;

[``close corporation''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

``close out'' , in relation to a futures contract, means:

(a)  discharge the Chapter 8 obligations of the person in the bought position, or sold position, under the futures contract as a result of the matching up of the futures contract with a futures contract of the same kind under which the person has assumed an offsetting sold position, or offsetting bought position, as the case may be; or

(b)  otherwise discharge the Chapter 8 obligations of a party to the futures contract;

``coastal sea'' :

(a)  in relation to Australia - means:

(i) the territorial sea of Australia; and
(ii) the sea on the landward side of the territorial sea of Australia and not within the limits of a State or internal Territory;

and includes the airspace over, and the sea-bed and subsoil beneath, any such sea; and

(b)  in relation to a jurisdiction - means so much of the coastal sea of Australia as is within the area described in Schedule 2 to the Petroleum (Submerged Lands) Act 1967 under the heading that refers to that jurisdiction;

``commence'' , in relation to a winding up, has the meaning given by Division 1A of Part 5.6;

``commencement'' means:

(a)  in relation to this Law or a provision of this Law - the time at which the Law or provision came into operation; or

(b)  in relation to an accounting standard:

(i) in the case of an accounting standard as originally in effect - the time when the accounting standard took effect; or
(ii) in the case of an accounting standard as varied by a particular provision of an instrument made under section 32 of the Corporations Act 1989, as the instrument has effect for the purposes of Chapter 2M of the Corporations Law of this jurisdiction - the time when that provision took effect;

``Commission'' means the Australian Securities and Investments Commission;

``Commission Act'' means the Australian Securities and Investments Commission Act 1989;

``Commission delegate'' has the same meaning as in the ASIC Law of this jurisdiction;

``committee of creditors'' , in relation to a company under administration, means a committee of creditors of the company appointed at a meeting convened under section 436E;

``commodity'' means:

(a)  any thing that is capable of delivery pursuant to an agreement for its delivery; or

(b)  without limiting the generality of paragraph (a), an instrument creating or evidencing a thing in action;

``commodity agreement'' means a standardised agreement the effect of which is that:

(a)  a person is under a Chapter 8 obligation to make delivery; or

(b)  a person is under a Chapter 8 obligation to accept delivery;

at a particular future time of a particular quantity of a particular commodity for a particular price or for a price to be calculated in a particular manner, whether or not:

(c)  the subject matter of the agreement is in existence;

(d)  the agreement has any other effect; or

(e)  the agreement is capable of being varied or discharged before that future time;

``company'' means a company registered, or taken to be registered, under the Corporations Law of this jurisdiction and:

(a)  in sections 70A, 500 and 600F, includes a recognised company; and

(b)  in Chapter 2K (other than section 273), includes a registrable body (other than a registrable local body) that is registered under Division 1 or 2 of Part 5B.2 of the Corporations Law of this jurisdiction; and

(ba)  in section 273, includes:

(i) a recognised company; and
(ii) a registered body (other than a registrable local body); and

(c)  in Parts 5.7B and 5.8 (except sections 595 and 596), includes a Part 5.7 body

(ca)  in Part 5B.1 includes an unincorporated registrable body.

(d)  (Repealed by No 156 of 1999, Sch 3, Pt 9 (effective 13 March 2000). )

[``company having a share capital''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

``company law'' , in relation to a State or Territory, means the law, or a previous law, of the State or Territory relating to companies;

``company limited by guarantee'' means a company formed on the principle of having the liability of its members limited to the respective amounts that the members undertake to contribute to the property of the company if it is wound up;

``company limited by shares'' means a company formed on the principle of having the liability of its members limited to the amount (if any) unpaid on the shares respectively held by them;

``condition'' , in relation to a licence, means a condition or restriction to which the licence is subject, or will be subject, as the case requires;

``conduct'' :

(a)  in relation to a futures market, a stock market, or any other market, exchange, place or facility - includes maintain or provide; and

(b)  in Chapter 7 - has a meaning affected by section 762;

``connected entity'' , in relation to a corporation, means:

(a) a body corporate that is, or has been, related to the corporation; or

(b)  an entity that is, or has been, connected (as defined by section 64B) with the corporation;

[``consolidated accounts''] (Definition repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

``consolidated entity'' means a company, registered managed investment scheme or disclosing entity together with all the entities it is required by the accounting standards to include in consolidated financial statements.

``Consolidated Revenue Fund'' means the Consolidated Revenue Fund of the Commonwealth;

``constitution'' means (depending on the context):

(a)  a company's constitution, which (where relevant) includes rules and consequential amendments that are part of the company's constitution because of the Life Insurance Act 1995; or

(b)  a managed investment scheme's constitution; or

(c)  in relation to any other kind of body:

(i) the body's charter or memorandum; or
(ii) any instrument or law (other than this Law) constituting, or defining the constitution of, the body or governing the activities of the body or its members.
Note:

The Life Insurance Act 1995 has rules about how benefit fund rules become part of a company's constitution. They override this Law. See Subdivision 2 of Division 4 of Part 2A of that Act.

``Constitution'' means the Constitution of the Commonwealth;

``continuous disclosure notice'' means:

(a)  a document used to notify a securities exchange of information relating to a body under provisions of the securities exchange's listing rules referred to in subsection 1001A(1); or

(b)  a document under section 1001B lodged in relation to the body;

``continuously quoted securities'' are securities that:

(a)  are in a class of securities that were quoted ED securities at all times in the 12 months before the date of the prospectus; and

(b)  are securities of an entity that was not covered by any of the following at any time in that 12 months:

(i) an exemption under section 111AS or 111AT, or a modification under section 111AV
(ii) an exemption under paragraph 741(1)(a), or a declaration under paragraph 741(1)(b), relating to a provision that is a disclosing entity provision for the purposes of Division 4 of Part 1.2A

and, for these purposes, securities are not in different classes merely because of a temporary difference in the dividend, or distribution rights, attaching to the securities or because different amounts have been paid up on the securities.

``contravene'' includes fail to comply with;

``contributing member'' , in relation to a futures organisation, means:

(a)  in the case of a futures exchange - a member or member organisation of the futures exchange; or

(b)  in the case of a futures association:

(i) a member of that futures association that is a member of no futures exchange; or
(ii) a member organisation of that futures association that is a member organisation of no futures exchange;

``contributory'' means:

(a)  in relation to a company (other than a no liability company):

(i) a person liable as a member or past member to contribute to the property of the company if it is wound up; and
(ii) for a company with share capital - a holder of fully paid shares in the company; and
(iii) before the final determination of the persons who are contributories because of subparagraphs (i) and (ii) - a person alleged to be such a contributory; and

(b)  in relation to a Part 5.7 body:

(i) a person who is a contributory by virtue of section 586; and
(ii) before the final determination of the persons who are contributories by virtue of that section - a person alleged to be such a contributory;

(c)  in relation to a no liability company - subject to section 385, a member of the company;

``control'' has the meaning given by section 50AA;

``control day'' , in relation to a controller of property of a corporation, means:

(a)  unless paragraph (b) applies:

(i) in the case of a receiver, or receiver and manager, of that property - the day when the receiver, or receiver and manager, was appointed; or
(ii) in the case of any other person who is in possession, or has control, of that property for the purpose of enforcing a charge - the day when the person entered into possession, or took control, of property of the corporation for the purpose of enforcing that charge; or

(b)  if the controller became a controller of property of the corporation:

(i) to act with an existing controller of such property; or
(ii) in place of a controller of such property who has died or ceased to be a controller of such property;

the day that is, because of any other application or applications of this definition, the control day in relation to the controller referred to in subparagraph (i) or (ii);

``controller'' , in relation to property of a corporation, means:

(a)  a receiver, or receiver and manager, of that property; or

(b)  anyone else who (whether or not as agent for the corporation) is in possession, or has control, of that property for the purpose of enforcing a charge;

``convertible note'' has the same meaning as in Division 3A of Part III of the Income Tax Assessment Act 1936;

``convertible securities'' : Securities are convertible into another class of securities if the holder may have the other class of securities issued to them by the exercise of rights attached to those securities. An option may be a convertible security even if it is non-renounceable;

``corporation'' has the meaning given by section 57A;

``Corporations Law'' , in relation to a jurisdiction, has the additional meaning given by section 8A;

``corresponding'' , in relation to a law, has the meaning given by section 58;

``corresponding previous law'' has the meaning given by section 58;

``court'' has the meaning given by section 58AA;

``Court'' has the meaning given by section 58AA;

``court of summary jurisdiction'' means any justice or justices of the peace or other magistrate sitting as a court for the making of summary orders or the summary punishment of offences:

(a)  under a law of the Commonwealth or of this or any other jurisdiction; or

(b)  by virtue of his or her commission or their commissions;

[``credit union''] (Definition repealed by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).)

[``credit union special services provider''] (Definition repealed by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).)

``creditors' voluntary winding up'' means a winding up under Part 5.5, other than a members' voluntary winding up;

``current market bid price'' for securities covered by a market bid is the price specified in the announcement of the bid as increased or decreased during the offer period;

D

``daily newspaper'' means a newspaper that is ordinarily published on each day that is a business day in the place where the newspaper is published, whether or not the newspaper is ordinarily published on other days;

``date'' of a takeover bid is:

(a)  for an off-market bid - the date on which offers are first made under the bid; or

(b)  for a market bid - the date on which the bid is announced to the relevant securities exchange;

[``deadline''] (Definition repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

``deal'' :

(a)  in relation to a futures contract - has the meaning given by Division 4;

(b)  in relation to securities - subject to subsection 93(4), means (whether as principal or agent) acquire, dispose of, subscribe for or underwrite the securities, or make or offer to make, or induce or attempt to induce a person to make or to offer to make, an agreement:

(i) for or with respect to acquiring, disposing of, subscribing for or underwriting the securities; or
(ii) the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to the securities;

``dealer'' means:

(a)  a person who carries on a securities business; or

(b)  2 or more persons who together carry on a securities business;

``dealers licence'' means:

(a)  in this Chapter or section 780, 806 or 807 - a dealers licence granted under Part 7.3; or

(b)  in any other provision of Chapter 7 - a dealers licence granted under Part 7.3 of the Corporations Law of this jurisdiction;

``debenture'' of a body means a chose in action that includes an undertaking by the body to repay as a debt money deposited with or lent to the body. The chose in action may (but need not) include a charge over property of the body to secure repayment of the money. However, a debenture does not include:

(a)  an undertaking to repay money deposited with or lent to the body by a person if:

(i) the person deposits or lends the money in the ordinary course of a business carried on by the person; and
(ii) the body receives the money in the ordinary course of carrying on a business that neither comprises nor forms part of a business of borrowing money and providing finance

(b)  an undertaking by an Australian ADI to repay money deposited with it, or lent to it, in the ordinary course of its banking business

(c)  an undertaking to pay money under:

(i) a cheque; or
(ii) an order for the payment of money; or
(iii) a bill of exchange

(d)  an undertaking to pay money under a promissory note that has a face value of at least $50,000

(e)  an undertaking by a body corporate to pay money to a related body corporate

(f)  an undertaking to repay money that is prescribed by the regulations.

For the purposes of this definition, if a chose in action that includes an undertaking by a body to pay money as a debt is offered as consideration for the acquisition of securities under an off-market takeover bid, or is issued under a compromise or arrangement under Part 5.1, the undertaking is taken to be an undertaking to repay as a debt money deposited with or lent to the body;

``decision period'' , in relation to a chargee in relation to a charge on property of a company under administration, means the period beginning on the day when:

(a)  if notice of the appointment of the administrator must be given to the chargee under subsection 450A(3) - such notice is so given; or

(b)  otherwise - the administration begins;

and ending at the end of the tenth business day after that day;

``deed'' includes a document having the effect of a deed;

``deed of company arrangement'' means a deed of company arrangement executed under Part 5.3A or such a deed as varied and in force time to time;

``de facto spouse'' , in relation to a person, means an individual of the opposite sex to that person who is living with that person as his or her spouse on a genuine domestic basis although not legally married to that person;

``defalcation'' , in Part 7.9, includes a contravention of subsection 870(3);

``defeating condition'' for a takeover bid means a condition that:

(a)  will, in circumstances referred to in the condition, result in the rescission of, or entitle the bidder to rescind, a takeover contract; or

(b)  prevents a binding takeover contract from resulting from an acceptance of the offer unless or until the condition is fulfilled;

``defect'' , in relation to a statutory demand, includes:

(a)  an irregularity; and

(b)  a misstatement of an amount or total; and

(c)  a misdescription of a debt or other matter; and

(d)  a misdescription of a person or entity;

``Department'' , in a case where a provision uses the expression ``the Department'' without specifying which Department is referred to, means:

(a)  if the Minister or Ministers for the time being administering the Corporations Act 1989 administers or administer only one Department of State of the Commonwealth - that Department; or

(b)  otherwise - the Department of State of the Commonwealth prescribed for the purposes of this definition as it applies for the purposes of that provision;

``deregistered'' means:

(a)  in relation to a company - deregistered under Chapter 5A; and

(b)  in relation to any other body corporate - deregistered in a way that results in the body corporate ceasing to exist.

``director'' of a company or other body means:

(a)  a person who:

(i) is appointed to the position of a director; or
(ii) is appointed to the position of an alternate director and is acting in that capacity;

regardless of the name that is given to their position; and

(b)  unless the contrary intention appears, a person who is not validly appointed as a director if:

(i) they act in the position of a director; or
(ii) the directors of the company or body are accustomed to act in accordance with the person's instructions or wishes.

Subparagraph (b)(ii) does not apply merely because the directors act on advice given by the person in the proper performance of functions attaching to the person's professional capacity, or the person's business relationship with the directors or the company or body;

Note:

Paragraph (b) - Contrary intention - Examples of provisions for which a person referred to in paragraph (b) would not be included in the term ``director'' are:

section 249C (power to call meetings of a company's members)
subsection 251A(3) (signing minutes of meetings)
section 205B (notice to ASIC of change of address).

``disclosing entity'' has the meaning given by section 111AC;

``disclosure document'' for an offer of securities means:

(a)  a prospectus for the offer; or

(b)  a profile statement for the offer; or

(c)  an offer information statement for the offer;

``discretionary account'' has the meaning given by section 61;

``dispose'' of a futures contract has the meaning given by sections 24, 26, 27 and 28. For the purposes of Chapter 6, a person who has a relevant interest in securities `` disposes '' of the securities if, and only if, they cease to have a relevant interest in the securities;

[``Division 1 company''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

[``Division 2 company''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

[``Division 2 or 3 company''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

[``Division 3 company''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

[``Division 4 company''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

``document'' includes:

(a)  any paper or other material on which there is writing or printing or on which there are marks, figures, symbols or perforations having a meaning for persons qualified to interpret them;

(b)  a disc, tape or other article from which sounds, images or messages are capable of being reproduced; and

(c)  a disc, tape or other article, or any material, from which sounds, images, writings or messages are capable of being reproduced with or without the aid of any other article or device;

and without limiting the generality of the foregoing, includes any summons, order and other legal process and any notice;

Note:

In Division 3 of Part 7.13, ``document'' has a meaning affected by the definition of ``document'' in subsection 1097(1).

``document of title'' , in relation to securities, includes an instrument of transfer relating to the securities;

``domestic corporation'' means a corporation that is incorporated or formed in Australia or an external Territory;

[``dormant''] (Definition repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

E

[``economic entity''] (Definition repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

``ED securities'' has the meaning given by section 111AD;

``eligible applicant'' , in relation to a corporation, means:

(a)  the Commission; or

(b)  a liquidator or provisional liquidator of the corporation; or

(c)  an administrator of the corporation; or

(d)  an administrator of a deed of company arrangement executed by the corporation; or

(e)  a person authorised in writing by the Commission to make:

(i) applications under the Division of Part 5.9 in which the expression occurs; or
(ii) such an application in relation to the corporation;

[``eligible circumstances''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

``eligible commodity agreement'' means a commodity agreement (in this definition called the ``relevant agreement''), where, at the time when the relevant agreement:

(a)  unless paragraph (b) applies - is entered into; or

(b)  if the relevant agreement is not a commodity agreement at the time when it is entered into - becomes a commodity agreement;

it appears likely, having regard to all relevant circumstances (other than the respective intentions of the person in the sold position, and the person in the bought position, under the relevant agreement), including, without limiting the generality of the foregoing:

(c)  the provisions of any agreement;

(d)  the rules and practices of any market; and

(e)  the manner in which the respective Chapter 8 obligations of persons in sold positions, and persons in bought positions, under agreements of the same kind as the first-mentioned agreement are generally discharged;

that:

(f)  the Chapter 8 obligation of the person in the sold position under the relevant agreement to make delivery in accordance with the relevant agreement will be discharged otherwise than by the person so making delivery;

(g)  the Chapter 8 obligation of the person in the bought position under the relevant agreement to accept delivery in accordance with the relevant agreement will be discharged otherwise than by the person so accepting delivery; or

(h)  the person in the sold position, or bought position, under the relevant agreement will assume an offsetting bought position, or offsetting sold position, as the case may be, under an agreement of the same kind as the relevant agreement;

[``eligible communications service''] (Definition repealed by No 156 of 1999, Sch 3, Pt 1 (effective 13 March 2000). )

[``eligible corporation''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

``eligible exchange-traded option'' means a contract that is entered into on a futures market of a futures exchange and under which a party acquires from another party an option or right, exercisable at or before a specified time:

(a)  to purchase from, or to sell to, that other party a specified quantity of a specified commodity at a price specified in, or to be determined in accordance with, the contract; or

(b)  to be paid by that other party an amount of money to be determined by reference to the amount by which a specified number is greater or less than the number of a specified index, being the Australian Stock Exchanges All Ordinaries Price Index or a prescribed index, as at the time when the option or right is exercised;

[``eligible futures advice business''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

[``eligible futures adviser''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

[``eligible futures broker''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

[``eligible futures broking business''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

[``eligible futures conduct''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

[``eligible futures contract''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

[``eligible futures market''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

[``eligible investment advice business''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

``eligible money market dealer'' means a body corporate in respect of which a declaration is in force under section 65;

[``eligible negotiable instrument''] (Amended to ``negotiable instrument'' by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

[``eligible securities''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

[``eligible securities business''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

``eligible securities conduct'' means conduct in the course of, for the purposes of, or otherwise in connection with:

(a)  dealing in securities; or

(b)  advising a person about securities; or

(c)  giving to a person a securities report;

``emoluments'' means the amount or value of any money, consideration or benefit given, directly or indirectly, to a director of a body corporate in connection with the management of affairs of the body or of any holding company or subsidiary of the body, whether as a director or otherwise, but does not include amounts in payment or reimbursement of out-of-pocket expenses incurred for the benefit of the body;

``employee share scheme'' for a company means a scheme under which shares (or units in shares) in the company or a holding company may be acquired:

(a)  by, or for the benefit of:

(i) employees of the company, or of a related body corporate; or
(ii) directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; or

(b)  by a corporation all of whose members are:

(i) employees of the company, or of a related body corporate; or
(ii) directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in a related body corporate.

``employee share scheme buy-back'' means a buy-back under a scheme that:

(a)  has as its purpose the acquisition of shares in a company by, or on behalf of:

(i) employees of the company, or of a related body corporate; or
(ii) directors of the company, or a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; and

(b)  has been approved by the company in general meeting.

``enforce'' , in relation to a charge on property of a company under administration, includes:

(a)  appoint a receiver of property of the company under a power contained in an instrument relating to the charge; or

(b)  obtain an order for the appointment of a receiver of such property for the purpose of enforcing the charge; or

(c)  enter into possession, or assume control, of such property for that purpose; or

(d)  appoint a person so to enter into possession or assume control (whether as agent for the chargee or for the company); or

(e)  exercise, as chargee or as a receiver or person so appointed, a right, power or remedy existing because of the charge, whether arising under an instrument relating to the charge, under a written or unwritten law, or otherwise;

``enforcement process'' , in relation to property, means:

(a)  execution against that property; or

(b)  any other enforcement process in relation to that property that involves a court or a sheriff;

``enter into'' : A person who:

(a)  enters into, or becomes a party to, a relevant agreement in relation to voting shares or other securities; or

(b)  exercises an option to have voting shares or other securities issued or granted;

is taken to enter into a transaction in relation to the shares or securities. `` Enter into '', in relation to a futures contract, has a meaning affected by subsection 72(2);

``entitlements'' of an employee of a company has the meaning given by subsections 596AA(2) and (3).

``entity'' :

(a)  in Chapter 2E - has the meaning given by section 243C; and

(b)  (Repealed by No 61 of 1998, Sch 2, Pt 4 (effective 1 July 1998).)

(c)  otherwise - has the meaning given by section 64A;

``entity'' : for the purposes of Chapter 2E an `` entity '' is any of the following:

(a)  a body corporate

(b)  a partnership

(c)  an unincorporated body

(d)  an individual

(e)  for a trust that has only 1 trustee - the trustee

(f)  for a trust that has more than 1 trustee - the trustees together;

``equal access scheme'' has the meaning given by subsections 257B(2) and (3);

``estate'' includes any estate or interest, charge, right, title, claim, demand, lien or encumbrance, at law or in equity;

``event'' includes any happening, circumstance or state of affairs;

``examinable affairs'' , in relation to a corporation means:

(a)  the promotion, formation, management, administration or winding up of the corporation; or

(b)  any other affairs of the corporation (including anything that is included in the corporation's affairs because of section 53); or

(c)  the business affairs of a connected entity of the corporation, in so far as they are, or appear to be, relevant to the corporation or to anything that is included in the corporation's examinable affairs because of paragraph (a) or (b);

``examinable assets and liabilities'' , in relation to an entity, means all of the following:

(a)  the entity's property and assets:

(i) whether present or future; and
(ii) whether held alone or jointly with any other person or persons; and
(iii) whether or not held as agent, bailee or trustee;

(b)  the entity's liabilities:

(i) whether present or future; and
(ii) whether actual or contingent; and
(iii) whether owed alone or jointly with any other person or persons; and
(iv) whether or not owed as trustee;

``examinable officer'' , in relation to a corporation, means:

(a)  a director, secretary or executive officer of the corporation; or

(b)  a receiver, or receiver and manager, of property of the corporation (whether appointed under a provision contained in an instrument, or by a court); or

(c)  an administrator of the corporation; or

(d)  an administrator of a deed of company arrangement executed by the corporation; or

(e)  a liquidator or provisional liquidator of the corporation (whether or not appointed by a court); or

(f)  a trustee or other person administering a compromise or arrangement made between the corporation and any other person or persons;

``examinable operations'' , in relation to an entity, means all of the following:

(a)  the entity's business, trading, transactions and dealings:

(i) whether alone or jointly with any other entity or entities; and
(ii) whether or not as agent, bailee or trustee;

(b)  the entity's profits, income and receipts;

(c)  the entity's losses, outgoings and expenditure;

``Exchange'' means Australian Stock Exchange Limited;

``exchange member'' , in relation to a futures exchange, means:

(a)  a corporation that is a member of the futures exchange;

(b)  a partnership that is a member of the futures exchange; or

(c)  a member of such a partnership;

``Exchange subsidiary'' means:

(a)  (Repealed by No 156 of 1999, Sch 3, Pt 9 (effective 13 March 2000). )

(b)  in section 779 or subsection 920(1) - a securities exchange that is a subsidiary of the Exchange; and

(c)  in any other provision of Chapter 7 - a local securities exchange that is a subsidiary of the Exchange;

``exchange traded option'' means an option declared by a securities exchange to be an exchange traded option;

EXCLUDED

[``excluded corporation''] (Definition repealed by No 156 of 1999, Sch 3, Pt 2 (effective 13 March 2000). )

[``excluded invitation''] (Definition repealed by No 156 of 1999, Sch 3, Pt 1 (effective 13 March 2000). )

[``excluded issue''] (Definition repealed by No 156 of 1999, Sch 3, Pt 1 (effective 13 March 2000). )

[``excluded offer''] (Definition repealed by No 156 of 1999, Sch 3, Pt 1 (effective 13 March 2000). )

[``excluded prospectus''] (Definition repealed by No 156 of 1999, Sch 3, Pt 1 (effective 13 March 2000). )

``excluded security'' means:

(a)  where:

(i) there is attached to a share or debenture a right to participate in a retirement village scheme; and
(ii) each of the other rights, and each interest (if any), attached to the share or debenture is a right or interest that is merely incidental to the right referred to in subparagraph (i);

the share or debenture or a unit in the share or debenture; or

(b)  an interest in a managed investment scheme constituted by a right to participate in a retirement village scheme;

``excluded Territory'' means an external Territory to which this Act does not extend;

``Executive Council'' means the Federal Executive Council;

``executive officer'' of a body corporate means a person who is concerned in, or takes part in, the management of the body (regardless of the person's designation and whether or not the person is a director of the body).

EXEMPT

``exempt body'' has the meaning given by section 66A;

``exempt broker'' means a person who is an exempt broker by virtue of section 67;

``exempt dealer'' has the meaning given by section 68;

``exempt foreign company'' means a foreign company of a kind referred to in subsection 601CK(8), whether or not Division 2 of Part 5B.2 applies to it;

``exempt futures market'' means a futures market in relation to which a declaration under section 1127 is in force;

``exempt investment adviser'' has the meaning given by section 68;

``exempt managed investment scheme interest'' has the meaning given by section 68A.

[``exempt prescribed interest''] (Definition repealed by No 62 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

[``exempt proprietary company''] (Definition omitted by No 115 of 1995, Sch 4 (effective 9 December 1995).)

``exempt public authority'' means a body corporate that is incorporated within Australia or an external Territory and is:

(a)  a public authority; or

(b)  an instrumentality or agency of the Crown in right of the Commonwealth, in right of a State or in right of a Territory;

[``exempt securities''] (Definition repealed by No 156 of 1999, Sch 3, Pt 2 (effective 25 November 2000).)

``exempt stock market'' means a stock market in relation to which, or a stock market in a class of stock markets in relation to which, a declaration is in force under section 771;

``expert'' , in relation to a matter, means a person whose profession or reputation gives authority to a statement made by him or her in relation to that matter;

``extend'' , in relation to a period:

(a)  includes further extend; and

(b)  has a meaning affected by section 70;

``external Territory'' means a Territory, not being an internal Territory, provision for the government of which as a territory is made by any Act;

``externally-administered body corporate'' means a body corporate:

(a)  that is being wound up;

(b)  in respect of property of which a receiver, or a receiver and manager, has been appointed (whether or not by a court) and is acting;

(c)  that is under administration;

(ca)  that has executed a deed of company arrangement that has not yet terminated; or

(d)  that has entered into a compromise or arrangement with another person the administration of which has not been concluded;

``extraordinary resolution'' means a resolution:

(a)  of which notice as set out in paragraph 252J(c) has been given; and

(b)  that has been passed by at least 50% of the total votes that may be cast by members entitled to vote on the resolution (including members who are not present in person or by proxy).

F

``Federal Court'' means the Federal Court of Australia;

``fee'' , in Part 9.10, includes a fee that is a tax;

``fidelity fund'' means:

(a)  in relation to a futures organisation - the fidelity fund (if any) that section 1228 requires the futures organisation to keep; or

(b)  in relation to a securities exchange within the meaning of Chapter 7 - the fidelity fund (if any) that section 895 requires or required the securities exchange to keep;

``financial benefit'' (when used in Chapter 2E) has a meaning that is affected by section 229;

``financial corporation'' means a financial corporation within the meaning of paragraph 51(20) of the Constitution;

[``financial institution''] (Definition repealed by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).)

[``Financial Institutions Codes''] (Definition repealed by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).)

``financial records'' includes:

(a)  invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and

(b)  documents of prime entry; and

(c)  working papers and other documents needed to explain:

(i) the methods by which financial statements are made up; and
(ii) adjustments to be made in preparing financial statements.

``financial report'' means an annual financial report or a half-year financial report prepared under Chapter 2M;
Note:

Section 295 deals with the contents of annual financial reports and section 302 deals with the contents of half-year financial reports.

``financial statements'' means annual financial statements under section 295 or half-year financial statements under section 303;

``financial year'' has the meaning given by section 323D;

``find'' , in the case of a reference to a court finding a person guilty of an offence, has a meaning affected by section 73A;

``floating charge'' includes a charge that conferred a floating security at the time of its creation but has since become a fixed or specific charge;

``for'' , in relation to a fee or tax, includes in respect of;

``foreign companies law'' , in relation to a State, Territory or excluded Territory, means the law, or a previous law, of that State, Territory or excluded Territory relating to foreign companies within the meaning of that law or previous law;

``foreign company'' means:

(a)  a body corporate incorporated in an external Territory or outside Australia andthe external Territories, not being:

(i) a corporation sole; or
(ii) an exempt public authority; or

(b)  an unincorporated body that:

(i) is formed in an external Territory or outside Australia and the external Territories; and
(ii) under the law of its place of formation, may sue or be sued, or may hold property in the name of its secretary or of an officer of the body duly appointed for that purpose; and
(iii) does not have its head office or principal place of business in Australia;

[``foreign corporation''] (Definition omitted by No 110 of 1990, Sch 1 (effective 18 December 1990).)

``foreign country'' means any country (whether or not an independent sovereign state) outside Australia and the external Territories;

``foreign holder'' of securities means a holder of the securities whose address, as shown in the register in which details of their holding is recorded, is a place outside Australia and the external Territories;

``franchise'' means an arrangement under which a person earns profits or income by exploiting a right, conferred by the owner of the right, to use a trade mark or design or other intellectual property or the goodwill attached to it in connection with the supply of goods or services. An arrangement is not a franchise if the person engages the owner of the right, or an associate of the owner, to exploit the right on the person's behalf.

``fully paid share'' means a share on which no amount remains unpaid.

``function'' includes a duty;

``Fund'' means the National Guarantee Fund established under section 69 of the Corporations Act 1989;

FUTURES

``futures advice business'' has the meaning given by section 71;

``futures adviser'' means a person who carries on, or 2 or more persons who together carry on, a futures advice business;

``futures advisers licence'' means:

(a)  in this Chapter or section 1173 - a futures advisers licence granted under Part 8.3; and

(b)  in any other provision of Chapter 8 - a futures advisers licence granted under Part 8.3 of the Corporations Law of this jurisdiction;

``futures association'' means:

(a)  in this Chapter or section 1220, 1222, 1223 or 1269 - a body corporate in relation to which an approval under section 1132 is in force or is taken because of subsection 1132(3) to be in force; or

(b)  in any other provision of Chapter 8 - a local futures association;

``futures broker'' means:

(a)  except in section 1209 and Part 8.5:

(i) a person who carries on, or 2 or more persons who together carry on, a futures broking business, whether or not the person, or any of the persons, also deals in futures contracts on the person's own account; or
(ii) the holder of a futures brokers licence; and

(b)  in section 1209 or Part 8.5 (except a provision of that section or Part referred to in paragraph (c) of this definition) - the holder of a futures brokers licence granted under Part 8.3 of the Corporations Law of this jurisdiction; and

(c)  in subsection 1209(14), (15) or (16) or section 1221 or 1222 - the holder of a futures brokers licence;

``futures brokers licence'' means:

(a)  in this Chapter or section 1142, 1172, 1173 or 1269 - a futures brokers licence granted under Part 8.3; and

(b)  in any other provision of Chapter 8 - a futures brokers licence granted under Part 8.3 of the Corporations Law of this jurisdiction;

``futures broking business'' , in relation to a person, means, subject to subsection 25(4), a business of dealing in futures contracts on behalf of other persons;

``futures contract'' has the meaning given by section 72;

``futures exchange'' means:

(a)  in this Chapter or section 1220, 1222, 1223 or 1269 - a body corporate in relation to which an approval under section 1126 is in force or is taken because of subsection 1126(3) to be in force; or

(b)  in any other provision of Chapter 8 - a local futures exchange;

``futures law'' means a provision of Chapter 8;

``futures licence'' means a futures brokers licence or a futures advisers licence;

``futures licensee'' means a person who holds a futures licence;

``futures market'' means a market, exchange or other place at which, or a facility by means of which, futures contracts are regularly acquired or disposed of;

``futures option'' means an option or Chapter 8 right to assume, at a specified price or value and within a specified period, a bought position, or a sold position, in relation to an eligible commodity agreement or in relation to an adjustment agreement;

``futures organisation'' means:

(a)  in this Chapter, section 1141A or subsection 1242(3) or 1249(3) - a futures exchange or a futures association; and

(b)  in Part 8.6:

(i) a local futures exchange; or
(ii) a local futures association, other than a futures association each of whose members is also a member of a futures exchange; and

(c)  in any other provision of Chapter 8 - a local futures exchange or a local futures association;

``futures report'' means an analysis or report about futures contracts;

``futures representative'' has the meaning given by section 73;

G

``Gazette'' means the Commonwealth of Australia Gazette;

``Gazette notice'' means a notice published in the Gazette;

``general law'' means the principles and rules of the common law and equity;

``Government Printer'' includes any person printing for the Government of the Commonwealth;

[``group''] (Definition omitted by No 110 of 1991, Sch 3 (effective 1 August 1991).)

[``group accounts''] (Definition omitted by No 110 of 1991, Sch 3 (effective 1 August 1991).)

[``group holding company''] (Definition omitted by No 110 of 1991, Sch 3 (effective 1 August 1991).)

``guarantor'' , in relation to a debenture, means a body that has guaranteed, or has agreed to guarantee, the repayment of any money deposited or lent to the borrower under the debenture;

[``guarantor body''] (Definition repealed by No 156 of 1999, Sch 3, Pt 2 (effective 13 March 2000). )

``guilty'' , in the case of a reference to a court finding a person guilty of an offence, has a meaning affected by section 73A;

H

``half-year'' has the meaning given by subsection 323D(5);

``have'' , in relation to information, includes be in possession of the information;

``highest outside purchase price'' for a takeover bid is the highest amount paid or payable by the bidder for a security in the bid class under a purchase made outside the bid and during the bid period;

``hold'' , in relation to a person, in relation to a document that is, or purports to be, a copy of a licence, means have in the person's possession;

``holding company'' , in relation to a body corporate, means a body corporate of which the first body corporate is a subsidiary.

I

``included'' , in relation to an official list, has the meaning given by section 75;

[``incorporate''] (Definition repealed by No 61 of 1998, Sch 2, Pt 1 (effective 1 July 1998).)

``incorporated in Australia'' in relation to a body corporate, includes incorporated by or under a law of the Commonwealth, a State or the Capital Territory.

``incorporation'' :

(a)  of a company or of a recognised company - means the company's first registration under the Corporations Law of any jurisdiction; and

(b)  of any other incorporated body - means the body's incorporation by or under a law (other than this law or a corresponding previous law).

``individual'' means a natural person;

``industrial instrument'' means:

(a)  a contract of employment; or

(b)  a law, award, determination or agreement relating to terms or conditions of employment;

``information'' includes complaint;

``information service'' means:

(a)  a broadcasting service;

(b)  an interactive or broadcast videotext or teletext service or a similar service;

(c)  an online database service or a similar service; or

(d)  any other prescribed service;

``injury compensation'' means compensation payable under any law relating to workers compensation;

``inside information'' , in relation to a futures contract, means information that is not generally available but, if it were generally available, would be likely to affect materially the price for dealing in:

(a)  that futures contract; or

(b)  a futures contract of the same kind as that futures contract;

``insolvent'' has the meaning given by subsection 95A(2) and, in Part 7.10, has a meaning affected by section 922;