Corporations Act 2001

SCHEDULE 4 - TRANSFER OF FINANCIAL INSTITUTIONS AND FRIENDLY SOCIETIES  

Note: See section 1465A.

PART 5 - DISCLOSURE OF THE PROPOSED DEMUTUALISATION  

CLAUSE 29   - DISCLOSURE FOR PROPOSED DEMUTUALISATION  

29(1)  


If:


(a) a modification of the constitution of an unlisted company registered under clause 3 of the transfer provisions is proposed; and


(b) the unlisted company is a mutual entity; and


(c) the modification would have the effect that the unlisted company would cease to be a mutual entity;

the following rules apply:


(f) notice of the meeting of the company ' s members at which the proposed modification is to be considered must be accompanied by the documents listed in subclause (4);


(g) notice of the meeting may not be shortened under subsection 249H(2);


(h) the company must lodge with ASIC the notice and the documents referred to in paragraphs (4)(a) and (c) within 7 days after notice of the meeting is given.

29(2)  
(Repealed by No 37 of 2019, s 3, Sch 1 [ 6] (effective 6 April 2019).)

29(3)  
ASIC may exempt a company from this Part under clause 30.

29(4)  
The documents that must accompany the notice are:


(a) a disclosure statement that:


(i) satisfies clause 31; and

(ii) ASIC has registered under clause 32; and


(b) an estimate of the financial benefits (if any) the member will be offered if the proposed modification occurs; and


(c) a report by an expert that:


(i) states whether, in the expert ' s opinion, the proposed modification is in the best interests of the members of the company as a whole; and

(ii) gives the expert ' s reasons for forming that opinion; and

(iii) complies with subclauses 33(2) and (3).

29(5)  


If the company contravenes subclause (1) it is not guilty of an offence.

29(6)  


A person contravenes this subclause if they are involved in a contravention of subclause (1).

Note 1: This subclause is a civil penalty provision.

Note 2: Section 79 defines involved .

29(7)  


A person commits an offence if they are involved in a contravention of subclause (1) and the involvement is dishonest.

Penalty:

  • (a) for an individual - 5 years imprisonment, 2,000 penalty units, or both; and
    (b) for a body corporate - 20,000 penalty units.
  • 29(8)  
    In this clause:

    reserves
    includes general reserves and retained earnings of the company.

    unlisted company
    means a company (registered under clause 3) that does not have voting shares quoted on a prescribed financial market.


     

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