Corporations Act 2001

CHAPTER 2N - UPDATING ASIC INFORMATION ABOUT COMPANIES, REGISTERED SCHEMES AND NOTIFIED FOREIGN PASSPORT FUNDS  

PART 2N.5 - NOTICE BY PROPRIETARY COMPANIES OF CHANGES TO ULTIMATE HOLDING COMPANY  

SECTION 349A   PROPRIETARY COMPANIES MUST NOTIFY ASIC OF CHANGES TO ULTIMATE HOLDING COMPANY  

349A(1)    
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.


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

(ii) if the other company is not registered in Australia - the place at which it was incorporated or formed; and

(c)    the date on which the other company became an ultimate holding company in relation to the proprietary company.

SECTION 349C  

349C   A COMPANY CEASES TO BE AN ULTIMATE HOLDING COMPANY  


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.

SECTION 349D  

349D   ULTIMATE HOLDING COMPANY CHANGES ITS NAME  


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.

CHAPTER 2P - LODGMENTS WITH ASIC  

SECTION 350   FORMS FOR DOCUMENTS TO BE LODGED WITH ASIC  

350(1)   [ Requirements]  

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

(iii) be accompanied by any other material required by the form.

350(2)   [ Reference to document includes other material]  

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]  

If:


(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).

SECTION 351   SIGNING DOCUMENTS LODGED WITH ASIC  

351(1)    
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   DOCUMENTS LODGED WITH ASIC ELECTRONICALLY  

352(1)   [ ASIC's consent]  

A document may be lodged with ASIC electronically only if:


(a) ASIC and the person seeking to lodge it (either on their own behalf or as agent) have agreed, in writing, that it may be lodged electronically; or


(b) ASIC has approved, in writing, the electronic lodgment of documents of that kind.

The document is taken to be lodged with ASIC if it is lodged in accordance with the agreement or approval (including any requirements of the agreement or approval as to authentication).

352(1A)   [ What ASIC may approve]  

For the purposes of paragraph (1)(b), ASIC may approve:


(a) a particular kind of document; or


(b) documents in a particular class of documents.

352(2)   [ Exception]  

Subsection (1) does not apply to a document covered by section 353 or a notice lodged under subsection 1015D(2) .

SECTION 353   ELECTRONIC LODGMENT OF CERTAIN DOCUMENTS  

353(1)   [ ASIC may determine conditions]  

ASIC may determine conditions in relation to the electronic lodgment of documents:


(a) that must be given to a relevant market operator under section 205G ; or


(b) that must be given to ASIC under section 792C .

353(2)   [ Effective lodgment]  

The electronic lodgment of a document covered by a determination under subsection (1) is only effective if the lodgment complies with the conditions determined.

353(3)   [ Published in Gazette ]  

ASIC must publish in the Gazette a copy of any determination under subsection (1).

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.]