Corporations Act 2001
[ CCH Note: Ch 2N heading will be amended by No 69 of 2020, s 3, Sch 1[633], by omitting " ASIC " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
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Hide history note[ CCH Note: S 349A heading will be amended by No 69 of 2020, s 3, Sch 1[671], by substituting " THE REGISTRAR " for " ASIC " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
If an event mentioned in section 349B , 349C or 349D happens in relation to a proprietary company, the proprietary company must notify ASIC, in the prescribed form and within 28 days after the event, of the details required by that section.
[ CCH Note: S 349A(1) will be amended by No 69 of 2020, s 3, Sch 1[672] and [673], by substituting " the Registrar, " for " ASIC, in the prescribed form and " and inserting " The notification must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
349A(2)
An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
SECTION 349B 349B ANOTHER COMPANY BECOMES AN ULTIMATE HOLDING COMPANY
If another company becomes an ultimate holding company in relation to a proprietary company, the proprietary company must notify ASIC of: (a) the other company ' s name; and (b) either:
(i) if the other company is registered in Australia - its ABN, ACN or ARBN; or
(c) the date on which the other company became an ultimate holding company in relation to the proprietary company.
(ii) if the other company is not registered in Australia - the place at which it was incorporated or formed; and
[ CCH Note: S 349B will be amended by No 69 of 2020, s 3, Sch 1[674] and [675], by substituting " the Registrar " for " ASIC " and inserting " The notification must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
If a company ceases to be an ultimate holding company in relation to a proprietary company, the proprietary company must notify ASIC of: (a) the name of the company that ceased to be an ultimate holding company in relation to the proprietary company; and (b) the date the cessation occurred.
[ CCH Note: S 349C will be amended by No 69 of 2020, s 3, Sch 1[676] and [677], by substituting " the Registrar " for " ASIC " and inserting " The notification must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
If an ultimate holding company in relation to a proprietary company changes its name, the proprietary company must notify ASIC of the new name of the ultimate holding company.
[ CCH Note: S 349D will be amended by No 69 of 2020, s 3, Sch 1[678] and [679], by substituting " the Registrar " for " ASIC " and inserting " The notification must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
[ CCH Note: The next Chapter is Ch 2P.]
A document that this Act requires to be lodged with ASIC in a prescribed form must:
(a) if a form for the document is prescribed in the regulations:
(i) be in the prescribed form; and
(ii) include the information, statements, explanations or other matters required by the form; and
(iii) be accompanied by any other material required by the form; or
(b) if a form for the document is not prescribed in the regulations but ASIC has approved a form for the document:
(i) be in the approved form; and
(ii) include the information, statements, explanations or other matters required by the form; and
350(2) [Reference to document includes other material]
(iii) be accompanied by any other material required by the form.
A reference in this Act to a document that has been lodged (being a document to which subsection (1) applies), includes, unless a contrary intention appears, a reference to any other material lodged with the document as required by the relevant form.
350(3) [Effect of other provisions](a) this Act requires a document to be lodged with ASIC in a prescribed form; and
(b) a provision of this Act either specifies, or provides for regulations to specify, information, statements, explanations or other matters that must be included in the document, or other material that must accompany the document;
that other provision is not taken to exclude or limit the operation of subsection (1) in relation to the prescribed form (and so the prescribed form may also require information etc. to be included in the form or material to accompany the form).
A document lodged with ASIC in writing by, or on behalf of, a body or a registered scheme must be signed by a director or secretary of the body or of the responsible entity of the registered scheme. If the body is a foreign company, it may be signed by:
(a) its local agent; or
(b) if the local agent is a company - a director or secretary of the company.
351(1A)
A document lodged with ASIC in writing by, or on behalf of, a notified foreign passport fund or its operator, must be signed by:
(a) a director or secretary of the operator of the fund; or
(b) the local agent for the operator of the fund; or
(c) if the local agent is a company - a director or secretary of that company.
Subsection (1) does not apply in relation to documents lodged with ASIC in writing by, or on behalf of, a notified foreign passport fund or its operator.
351(2)
An individual who lodges a document with ASIC in writing must sign it.
351(3)
The person's name must be printed next to the signature.
SECTION 352 MANNER AND FORMAT REQUIREMENTS FOR LODGING WITH, OR GIVING OR PROVIDING TO, ASIC 352(1)
This section applies if a provision of this Act requires or permits a person to: (a) lodge with ASIC a document or information; or (b) give or otherwise provide to ASIC a document or information.
352(2)
In order for a document or information to be so lodged, given or provided, the person must meet any manner and format requirements for doing so.
352(3)
Such manner and format requirements may be: (a) for a document to be lodged in accordance with paragraph 350(1)(a) or (b) - prescribed or approved in the form mentioned in that paragraph; or (b) for a document to be lodged in accordance with subsection 100-6(1) of Schedule 2 - approved in the form mentioned in that subsection; or (c) in every case - approved under subsection (4) of this section for documents or information of that kind.
352(4)
ASIC may in writing: (a) approve a manner for lodging with, or giving or providing to, ASIC a document or information of a specified kind; or (b) approve a format for lodging with, or giving or providing to, ASIC a document or information of a specified kind.
ASIC must publish each approval on its website.
Note 1: A manner or format could be electronic.
Note 2: ASIC may approve different manners or formats for different kinds of documents or information (see subsection 33(3A) of the Acts Interpretation Act 1901 ).
Note 3: Specifying a kind of document or information could include referring to the provision of this Act that requires it to be lodged with or given to ASIC.
(Repealed by No 57 of 2026, s 3, Sch 2[21] (effective 1 July 2026).) SECTION 354 TELEPHONE NOTICE OF CERTAIN CHANGES 354(1)
ASIC may, in its discretion, accept telephone notice of a change to a particular in relation to a company or a registered scheme if:
(a) either:
(i) the change relates to a misspelling or other minor typographical error; or
(ii) the change is to a particular included on a list published by ASIC on the internet for the purposes of this section; and
(b) the notice satisfies the authentication requirements published by ASIC on the internet for the purposes of this section.
354(2)
If ASIC accepts telephone notice of a change to a particular under subsection (1), any obligation elsewhere in this Act to lodge a prescribed form in relation to the change is satisfied by the telephone notice. However, this does not affect the company ' s or the scheme ' s liability for late lodgment fees incurred before the notice is given or continuing offences committed before that time.
[ CCH Note: The next Chapter is Ch 5.]