Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 147

Division 5-Debentures

147. (1) A company that issues debentures shall keep a register of holders of
debentures.

(2) A foreign company formed outside Australia and the external Territories
that is registered as a foreign company under Division 5 of Part XIII shall,
if it issues debentures, keep a register of holders of debentures, being-

   (a)  debentures issued pursuant to an application in which an address in
        Australia or an external Territory was specified as the address of the
        applicant for debentures; or

   (b)  debentures issued pursuant to an application made on a form of
        application attached to a prospectus a copy of which was registered
        under this Act.

(3) A registered foreign company (other than a registered foreign company to
which sub-section (2) applies) shall, if it issues debentures, keep a register
of holders of debentures, being-

   (a)  debentures issued in the Territory; or

   (b)  debentures issued pursuant to an application in which an address in
        the Territory was specified as the address of the applicant for
        debentures.

(4) A register kept pursuant to this section shall-

   (a)  contain particulars of the names and addresses of debenture holders
        and the respective amounts of debentures held by them; and

   (b)  except when duly closed, be open for inspection at the place where it
        is kept in accordance with section 547-

        (i)    by the registered holder of any debentures of, or by any holder
               of shares in, the company or foreign company without charge;
               and

        (ii)   by any other person on payment for each inspection of such
               amount (if any), not exceeding the prescribed amount, as the
               company or foreign company requires.

(5) For the purposes of this section, a register shall be deemed to be duly
closed if closed in accordance with provisions contained in the articles, in
the debentures or debenture stock certificates, or in the trust deed or other
document relating to or securing the debentures, during such periods (not
exceeding in the aggregate 30 days in any calendar year) as are specified in
those provisions.

(6) A registered holder of debentures of, or a holder of shares in, a company
or a registered foreign company may request the company or foreign company to
furnish him with a copy of its register of the holders of debentures kept
pursuant to this section or any part of that register.

(7) A registered holder of debentures of a company or of a registered
foreign company may request the company or foreign company to furnish him with
a copy of any trust deed relating to or securing the issue of those
debentures.

(8) Where a company or registered foreign company receives a request under
sub-section (6) or (7) and there is paid to the company or foreign company
such amount (if any), not exceeding the prescribed amount, as the company or
foreign company requires, the company or foreign company shall send the copy
to which the request relates to that holder within 21 days after the day on
which the payment is received by the company or foreign company or within such
longer period as the Commission approves.

(9) The Commission may at any time by notice in writing require a company or a
registered foreign company to furnish the Commission with a copy of any trust
deed relating to or securing the issue of debentures of the company or
foreign company and, where a company or foreign company receives a notice
under this sub-section, the company or foreign company shall furnish the copy
within 21 days after the day on which it receives the notice.

(10) If default is made in complying with this section, the company or
registered foreign company and any officer of the company or foreign company,
as the case may be, who is in default are each guilty of an offence.
(11) In this section, ''debenture'' means a debenture, debenture stock, bonds,
notes and any other security given by a corporation, whether constituting a
charge on property of the corporation or not, but does not include-

   (a)  a cheque, order for the payment of money or bill of exchange;

   (b)  a promissory note having a face value of not less than $50,000; or

   (c)  an acknowledgement, issued by a banking corporation, of the receipt of
        money deposited with the banking corporation.