Commonwealth Numbered Acts

COMPANIES AND SECURITIES LEGISLATION (MISCELLANEOUS AMENDMENTS) ACT 1985 No. 192 of 1985 - SECT 30

30. (1) Section 5 of the Principal Act is amended -
(a) by omitting from paragraph (a) of the definition of "director" in
sub-section (1) "and" (last occurring);
(b) by adding at the end of the definition of "director" in sub-section (1)
the following word and paragraph:

"and (c) in the case of a foreign company -

        (i)    a member of the committee of management, council or other
               governing body of the foreign company;

        (ii)   any person occupying or acting in the position of member of the
               committee of management, council or other governing body of the
               foreign company, by whatever name called and whether or not
               validly appointed to occupy or duly authorised to act in the
               position; and

        (iii)  any person in accordance with whose instructions the members of
               the committee of management, council or other governing body of
               the foreign company are accustomed to act;";

   (c)  by omitting the definition of "home exchange" in sub-section (1);

   (d)  by inserting after the definition of "official manager" in sub-section
        (1) the following definitions:

"'on', in relation to a stock market, includes at or by means of;
'participation interest' means any right to participate, or any interest -

   (a)  in any profits, assets or realisation of any financial or business
        undertaking or scheme whether in the Territory or elsewhere;

   (b)  in any common enterprise, whether in the Territory or elsewhere, in
        relation to which the holder of the right or interest is led to expect
        profits, rent or interest from the efforts of the promoter of the
        enterprise or a third party; or

   (c)  in any investment contract,
whether or not the right or interest is enforceable, whether the
right or interest is actual, prospective or contingent, whether
or not the right or interest is evidenced by a formal document
and whether or not the right or interest relates to a physical
asset, but does not include -

   (d)  such a right that is a right to participate in a
time-sharing scheme;

   (e)  any share in, or debenture of, a corporation;

   (f)  any interest in, or arising out of, a policy of life
insurance; or

   (g)  an interest in a partnership agreement, unless the
agreement or proposed agreement -

        (i)    relates to an undertaking, scheme, enterprise or investment
               contract promoted by or on behalf of a person whose ordinary
               business is or includes the promotion of similar undertakings,
               schemes, enterprises or investment contracts, whether or not
               that person is, or is to become, a party to the agreement or
               proposed agreement; or

        (ii)   is or would be an agreement, or is or would be within a class
               of agreements, prescribed by the regulations for the purposes
               of this paragraph;";

   (e)  by omitting the definition of "prescribed interest" in sub-section (1)
        and substituting the following definition:

"'prescribed interest' means -

   (a)  a participation interest; or

   (b)  a right, whether enforceable or not, whether actual, prospective or
        contingent and whether or not evidenced by a formal document, to
        participate in a time-sharing scheme,
but does not include a right or interest, or a right or interest
included in a class or kind of rights or interests, declared by the
regulations to be an exempt right or interest, or a class or kind
of exempt rights or interests, for the purposes of Division 6 of
Part IV;";

   (f)  by inserting after the definition of "public company" in sub-section
        (1) the following definition:

"'quotation', in relation to securities, in relation to a stock market of a
securities exchange, includes the displaying or providing, on a stock market
of the securities exchange, of information concerning -

   (a)  in a case where offers to sell, purchase or exchange the securities at
        particular prices, or for particular consideration, are made or
        accepted on that stock market - those prices or that consideration;

   (b)  in a case where offers or invitations are made on that stock market,
        being offers or invitations that are intended, or may reasonably be
        expected, to result, whether directly or indirectly, in the making or
        acceptance of offers to sell, purchase or exchange the securities at
        particular prices, or for particular consideration - those prices or
        that consideration; or

   (c)  in any case - the price at which, or the consideration for which,
        particular persons, or particular classes of persons, propose, or may
        reasonably be expected, to sell, purchase or exchange the
        securities;";

   (g)  by inserting after the definition of "securities" in sub-section (1)
        the following definition:

"'securities exchange' means, where the expression appears in a provision for
the purposes of which a regulation is in force defining that expression, a
securities exchange as defined by that regulation;";

   (h)  by omitting from sub-section (1) the definition of "stock market" and
        substituting the following definition:

"'stock market' means a market, exchange or other place (whether or not in the
Territory) at which, or a facility (whether or not in the Territory) by means
of which -

   (a)  offers to sell, purchase or exchange securities of corporations are
        regularly made or accepted;

   (b)  offers or invitations are regularly made, being offers or invitations
        that are intended, or may reasonably be expected, to result, whether
        directly or indirectly, in the making or acceptance of offers to sell,
        purchase or exchange securities of corporations; or

   (c)  information is regularly provided concerning the prices at which, or
        the consideration for which, particular persons, or particular classes
        of persons, propose, or may reasonably be expected, to sell, purchase
        or exchange securities of corporations;";
(j) by inserting ", whether in the Territory or elsewhere" after "enterprise"
(first occurring) in the definition of "time-sharing scheme" in sub-section
(1);

   (k)  by inserting after sub-section (1) the following sub-section:

"(1A) Unless the contrary intention appears, a reference in this Act to a
person carrying on business, or carrying on a business, includes a reference
to the person carrying on business, or carrying on a business, as the case may
be -

   (a)  in any case - otherwise than for profit; or

   (b)  in the case of a body corporate - otherwise than for the profit of the
        members or corporators of the body corporate.";

   (m)  by omitting from sub-section (8) "(f) (ii) of the definition of
        'prescribed interest'" and substituting "(g) (ii) of the definition of
        'participation interest'"; and

   (n)  by omitting from paragraph (8) (a) "Territory" and substituting
        "Commonwealth, of a State or of a Territory".

(2) Section 5 of the Principal Act is amended by omitting sub-section (9) and
substituting the following sub-section:

"(8D) For the purposes of this Act, a person shall be taken to be or become
subject to a section 562A notice if, and only if, the person is or becomes, as
the case may be, by virtue of a notice served on the person under sub-section
562A (3) or under a provision of a law of a participating State or
participating Territory that corresponds with that sub-section, prohibited,
without the leave of the Court, from being a director or promoter of, or from
being in any way (whether directly or indirectly) concerned in or taking part
in the management of, a corporation, and a reference in this Act to a section
562A notice is a reference to a notice so served.".