Commonwealth Numbered Acts

COMPANIES ACT 1981 No. 89 of 1981 - SECT 552

Division 2-Offences

552. (1) A person shall not, whether by appointment or otherwise, go from
place to place offering shares for subscription or purchase to the public or
any member of the public.

(2) Sub-section (1) does not apply in the case of the shares of a corporation
where the Commission has, on the application of the corporation, exempted the
corporation from the provision of that sub-section by instrument in writing
published in the Gazette.

(3) A person shall not make an offer in writing to any member of the public
(not being a person whose ordinary business it is to purchase or sell shares,
whether as principal or agent) of any shares for purchase unless the offer is
accompanied by-

   (a)  a statement in writing (signed by the person making the offer and
        dated) containing such particulars as are required by this section to
        be included in the statement and otherwise complying with the
        requirements of this section; or

   (b)  in the case of shares in a corporation formed or incorporated outside
        the Territory, by such a statement or by a prospectus that complies
        with this Act.

(4) Sub-section (3) does not apply-

   (a)  where the shares to which the offer relates are shares of a class that
        are listed for quotation on the stock market of a stock exchange in a
        State or Territory and the offer so states, specifying the
        stock exchange;

   (b)  where the shares to which the offer relates are shares that a
        corporation has allotted or agreed to allot with a view to their being
        offered for sale to the public and the offer is made by a document
        that complies with all applicable enactments and rules of law as to
        prospectuses;

   (c)  where the provisions of Division 1 or Division 5 of Part IV apply in
        relation to the offer and have been complied with;

   (d)  where the offer relates to a prescribed interest and is made by means
        of a statement in writing as required by Division 6 of Part IV; or

   (e)  where the offer relates to debentures of a corporation of the kind
        referred to in sub-section 97 (6).

(5) The statement referred to in sub-section (3) shall not contain any matter
other than the particulars required by this section to be included in the
statement, and shall not be in characters smaller or less legible than any
characters used in the offer or in any document sent with the offer.

(6) The statement referred to in sub-section (3) shall contain particulars as
to-

   (a)  whether the person making the offer is acting as principal or agent
        and, if as agent-

        (i)    the name of his principal;

        (ii)   an address in the Territory where that principal can be served
               with process; and

        (iii)  particulars as to the remuneration payable by the principal to
               the agent;

   (b)  the date on which and the place where the corporation was incorporated
        and the address of its registered or principal office in its place of
        incorporation and in the Territory;

   (c)  the authorized share capital of the corporation, its issued share
        capital, its paid-up share capital and the classes into which its
        share capital is divided and the rights of each class of shareholders
        in respect of capital, dividends and voting;

   (d)  the dividends (if any) paid by the corporation in respect of each
        class of shares during each of the 5 financial years immediately
        preceding the offer and, if no dividend has been paid in respect of
        shares of any particular class during any of those years, a statement
        to that effect;

   (e)  the total amount of any debentures issued by the corporation and
        outstanding at the date of the statement, together with the rate of
        interest payable on those debentures;

   (f)  the names and addresses of the directors;

   (g)  whether or not the shares offered are fully paid up and, if not, to
        what extent they are paid up;

   (h)  whether or not the shares are listed for quotation on the stock market
        of, or permission to deal in the shares on a stock market has been
        granted by, any stock exchange and, if so, the name of each such
        stock exchange;

   (j)  where the offer relates to units-the names and addresses of the
        persons in whom the shares represented by the units are vested, the
        date of, and the parties to, any document defining the terms on which
        those shares are held, and an address in the Territory where that
        document or a copy of that document can be inspected; and

   (k)  the last audited balance-sheet of the corporation.
(7) In sub-section (6), ''corporation'' means the corporation by which the
shares to which the statement relates were or are to be issued.

(8) A person shall not, whether by appointment or otherwise, go from place to
place making offers to the public or any member of the public, being offers of
shares in a corporation that has not been formed for subscription or purchase.

(9) A person shall not make an offer to any member of the public, being an
offer of any shares in a corporation that has not been formed for subscription
or purchase.

(10) A person who acts in contravention of this section is guilty of an
offence.

Penalty: $2,500 or imprisonment for 6 months, or both.

(11) Where a person convicted of an offence under this section is a
corporation, each officer concerned in the management of the corporation is
guilty of the like offence unless he proves that the act constituting the
offence took place without his knowledge or consent.

(12) Where a person is convicted of having made an offer in contravention of
this section, the Court or, if he was convicted by another court, that other
court, may order that any contract made as a result of the offer is void and
may give such consequential directions as it thinks proper for the repayment
of any money or the re-transfer of any shares.

(13) A person aggrieved by an order made or direction given under sub-section
(12) by a court other than the Court may appeal to the Court against the order
or direction, and the Court may confirm, reverse or modify the order or
direction and make such further order or give such further directions as it
thinks just.
(14) In this section, ''shares'' means shares in a corporation and includes-

   (a)  debentures and units and (without affecting the generality of the
expression ''debentures'') all such documents (including those referred to as
''bonds'') as confer or purport to confer on the holder of the documents any
claim against a corporation, whether the claim is present or future, certain
or contingent, or ascertained or sounding only in damages; and

   (b)  prescribed interests.

(15) In this section, a reference to an offer or offering of shares for
subscription or purchase shall be construed as including an offer of shares by
way of barter or exchange and a reference to an offer in writing of shares
shall be construed as including an offer by means of broadcasting, television
or cinematograph, but, where an offer is made by means of broadcasting,
television or cinematograph, the statement or prospectus by which the offer is
required to be accompanied by virtue of sub-section (3) shall be deemed to
accompany the offer if-

   (a)  the statement or prospectus is prepared by the person on whose behalf
        the offer is made;

   (b)  the public are informed at the same time and by the same means as that
        by which the offer is made that a copy of the statement or prospectus
        will be supplied on request being made at a specified address; and

   (c)  where a request for a copy of a statement or prospectus is made at
        that address within one month after the offer was made-the person
        making the request is supplied with a copy within 7 days after the
        request was made.

(16) For the purposes of this section, a person shall not, in relation to a
corporation, be regarded as not being a member of the public by reason only
that he is a holder of shares in the corporation or a purchaser of goods from
the corporation.