Commonwealth Numbered Acts

CORPORATIONS LEGISLATION AMENDMENT ACT 1994 No. 104 of 1994 - SCHEDULE 8

                             SCHEDULE 8               Section 11

MISCELLANEOUS AMENDMENTS OF CORPORATIONS LAW 1. Section 9 (definition of
"unauthorised stock market"): Omit "is neither a stock market of a securities
exchange nor an exempt stock market", substitute:

"is not:

   (a)  a stock market of a securities exchange; or

   (b)  a section 770A stock market; or

   (c)  an exempt stock market;". 2. Section 9 (definition of "clients'
        segregated account"): Omit "the definition", substitute:

"'clients' segregated account', in relation to a person who is a member of a
futures organisation, means an account that:

   (a)  the person maintains, whether in Australia or elsewhere, with:

        (i)    an Australian bank; or

        (ii)   an approved foreign bank in relation to the person; and

   (b)  is maintained for the sole purpose of containing money deposited by
        the person into the account under section 1209 or a corresponding
        previous law;". 3. Section 9:

   (a)  Insert:

"'approved foreign bank', in relation to a member of a futures organisation,
means a bank, established by or under the law of a foreign country, in
relation to which there is in force an approval given by the futures
organisation in accordance with its business rules (within the meaning of
Chapter 8);".

   (b)  Insert:

"'section 770A stock market' means a stock market in relation to which an
approval under section 770A is in force;". 4. Subsection 102A(3): After "770,"
insert "770A,". 5. Subsection 120(2): Omit "(3)", substitute "(2)". 6. Section
122: Repeal the section, substitute: Evidentiary certificates

"122. A certificate under the Commission's common seal stating that a
specified body corporate has been registered under Division 1 of Part 2.2 of
the Corporations Law of this or another jurisdiction is conclusive evidence
that:

   (a)  all requirements of that Law in respect of:

        (i)    registration of the body corporate as a company under that
               Division; and

        (ii)   matters preceding or incidental to the registration; have been
               complied with; and

   (b)  the body corporate is duly registered as a company under that
        Division; and

   (c)  the day of commencement of the registration is the day (if any)
        specified as such in the certificate.". 7. Section 149: Repeal the
        section, substitute: Evidentiary certificates

"149. A certificate under the Commission's common seal stating that a
specified body corporate has been registered under Division 3 or Division 4 of
Part 2.2 of the Corporations Law of this or another jurisdiction is conclusive
evidence that:

   (a)  all the requirements of that Law in respect of:

        (i)    registration of the body corporate as a company under that
               Division; and

        (ii)   matters preceding or incidental to the registration; have been
               complied with; and

   (b)  the body corporate is duly registered as a company under that
        Division; and

   (c)  the day of commencement of the registration is the day (if any)
        specified as such in the certificate.". 8. Paragraphs 167(1)(a), (b)
        and (c): Add at the end and". 9. Subsection 167(1): Add at the end:

"; and (f) a limited company that is a mining company may convert to a no
liability company If all the shares in the company are fully paid up.". 10.
Subsection 272(4):

   (a)  Omit "subsection (3)", substitute "subsection 272(3) of the
        Corporations Law of this or another jurisdiction".

   (b)  Omit "this Division", substitute "Division 2 of Part 3.5 of that Law".
        11. Subsection 382(2): Omit "the subsection", substitute:

"(2) Subject to subsection 382A(1), the Commission must not approve a change
of name of a company under subsection (1) of this section unless the proposed
new name is reserved in respect of the company under section 375.". 12. After
section 382: Insert: Change of name to registration number

"382A.(1) Subsection 382(2) does not apply if the proposed new name consists
only of the following:

   (a)  first, the expression 'Australian Company Number';

   (b)  next, the company's registration number;

   (c)  next, the expression or expressions (if any) that section 368 requires
        to be included in the company's name.

"(2) If a company changes its name under section 382 to a name of the kind
referred to in subsection (1) of this section, the Commission must:

   (a)  register the new name in respect of the company; and

   (b)  then cancel the registration, in respect of the company, of the name
        by which the company was registered before it changed its name.". 13.
        Heading to Part 7.2: Add at the end "AND STOCK MARKETS". 14. After
        section 770: Insert: Approval of special stock markets for unquoted
        prescribed interests

"770A.(1) The management company in relation to unquoted prescribed interests
may apply to the Commission in writing for approval by the Minister of a stock
market on which the interests (whether or not they remain unquoted) may be
traded by means of an electronic trading facility.

"(2) Subject to section 102A, the Minister may, by writing, approve the stock
market if, and only if, the Minister is satisfied that:

   (a)  the management company's business rules make satisfactory provision
        for the fair and orderly conduct of the stock market; and

   (b)  those business rules make satisfactory provision for a person or
        partnership (the 'supervisor') who or that, having regard to the
        regulations, is independent and appropriately qualified, to monitor
        compliance, in relation to the stock market, with the business rules;
        and

   (c)  the management company has made or will make, and will maintain,
        satisfactory arrangements (including, for example, insurance) for
        meeting liabilities of the management company that arise in the course
        of conducting the stock market; and

   (d)  the stock market will not be used except for trading the prescribed
        interests (whether or not they remain unquoted) by means of the
        electronic trading facility; and

   (e)  there is an approved deed (for the purposes of Division 5 of Part
        7.12) in relation to the interests.

"(3) The approval is subject to:

   (a)  the conditions (if any) specified in the instrument of approval; and

   (b)  a condition that the management company will comply with the
        requirements (if any) of the regulations for the lodging of documents
        containing information relating to the prescribed interests; and

   (c)  a condition that the supervisor must, if the supervisor becomes aware
        of a contravention of the management company's business rules, notify
        the Commission of the contravention within 7 days of becoming aware of
        it; and

   (d)  a condition that the supervisor must properly perform the duties that
        the supervisor has under the management company's business rules.

"(4) The Minister may, by writing, revoke the approval if:

   (a)  the Minister is no longer satisfied as mentioned in subsection (2); or

   (b)  the Minister is satisfied that a condition mentioned in subsection (3)
        has been contravened; or

   (c)  the Minister is otherwise satisfied that the approval should be
        revoked.

"(5) In this section:
'unquoted', in relation to prescribed interests, means the interests are not
included in any class of securities that are quoted on a stock market of a
securities exchange. Section 770A stock markets - separate markets exist in
relation to different kinds of prescribed interests

"770B.(1) For the purposes of subsections 770A(1) and (2), separate stock
markets exist in relation to different kinds of prescribed interests even
though:

   (a)  the stock markets are conducted by the same body corporate; and

   (b)  the same business rules of the body corporate apply to the conduct of
        the stock markets.

"(2) For the purposes of subsection (1):

   (a)  unless paragraph (b) applies, the prescribed interests to which a
        particular deed relates constitute a kind of prescribed interests; but

   (b)  if a particular deed relates to a number of different undertakings in
        relation to prescribed interests - the prescribed interests to which
        the deed relates are taken to be divided into a number of kinds, with
        each kind consisting of the prescribed interests to which a particular
        one of those undertakings relates. Section 770A stock markets -
        regulations may make additional provision

"770C. The regulations may make provision, in relation to section 770A stock
markets, for matters of a kind dealt with in sections 774 to 779 (inclusive)
and section 1114.". 15. Section 772: After "770(2)" insert ", 770A(2)". 16.
Paragraph 896(b): Omit "the paragraph", substitute:

"(b) contributions that members pay to the securities exchange under section
902;

   (ba) money paid into the fidelity fund under section 904;". 17. Paragraph
        930(e): Omit "the paragraph", substitute:
  "(e)   money paid into the Fund under section 938 or 940;".
18. After subsection 1113(1): Insert:

"(1A) In this section:
'securities' includes marketable securities, and marketable rights, within the
meaning of Division 3.". 19. After subsection 1113(6): Insert:

"(6A) Subsection (6) applies in relation to Division 3 as if the forms in
Schedule 2 were provisions of that Division.". 20. After subsection 1127(1):
Insert:

"(1A) A person must not contravene a condition specified in a declaration in
force under this section.

"(1B) If a person has contravened a condition specified in a declaration in
force under this section, the Court may, on the Commission's application,
order the person to comply with the condition.". 21. Subsection 1154(1): Omit
"a corporation that is". 22. After subsection 1209(4): Insert:

"(4A) A clients' segregated account of a futures broker must be designated as
a clients' segregated account, unless it is maintained outside Australia and
the law in force in the place where it is maintained requires it to be
designated in some other way.

"(4B) If:

   (a)  a clients' segregated account of a futures broker is required by
        subsection (4A) to be designated as a clients' segregated account; and

   (b)  the account is designated in a way that complies substantially, but
        not completely, with that requirement; subsection (4A) is taken to be
        complied with in relation to the account.". 23. Paragraph 1209(5)(b):
        Omit "the client", substitute "clients only". 24. Subparagraph
        1209(5)(d)(iii): Omit "the subparagraph", substitute:

"(iii) on deposit at interest with:

                (A)  an Australian bank; or

                (B)  an approved foreign bank in relation to the broker;". 25.
                     Subsection 1209(5): Omit "subsection (11)", substitute
                     "subsection (10)". 26. After subsection 1209(5): Insert:

"(5A) If, under subsection (5), a broker (the 'paying broker') withdraws money
from a clients' segregated account and pays it to another broker (the
'receiving broker'):

   (a)  the paying broker must ensure that the receiving broker is notified,
        at the same time as the payment is made or as close to that time as is
        practicable, of the fact that the money has been withdrawn from a
        clients' segregated account of the paying broker and should be paid
        into a clients' segregated account of the receiving broker; and

   (b)  on or before the next day after the receiving broker receives the
        payment, the receiving broker must pay the money into a clients'
        segregated account of the receiving broker.

"(5B) A notification under paragraph (5A)(a) may be in writing or in an
electronic or other form and may convey its message by express words, or by a
code or some other means understood by the brokers concerned.". 27. Subsection
1209(8): Omit "the subsection", substitute:

"(8) A futures broker must not invest an amount pursuant to paragraph (5)(d)
by depositing it with a person for that person to invest unless:

   (a)  the broker:

        (i)    has informed the person that the amount has been withdrawn from
               a clients' segregated account of the broker and is money to
               which clients of the broker are entitled; and

        (ii)   has obtained from the person a written statement that is signed
               by the person, sets out the amount and acknowledges that the
               broker has informed the person as mentioned in subparagraph
               (i); or

   (b)  the investment is made by the broker paying the amount into an account
        maintained with the person in relation to which the following
        conditions are satisfied:

        (i)    the account is maintained for the sole purpose of having
               amounts invested in it pursuant to paragraph (5)(d);

        (ii)   the broker has informed the person that amounts paid into the
               account will be amounts withdrawn from a clients' segregated
               account of the broker and will be moneys to which clients of
               the broker are entitled;

        (iii)  the broker has obtained from the person a written statement
               signed by the person that acknowledges that the broker has
               informed the person as mentioned in subparagraph (ii).". 28.
               Section 1209: Add at the end:

"(19) A futures broker must not pay an amount into a clients' segregated
account of the broker except as required or authorised by this section or the
regulations.". 29. Subsection 1336A(2): After "Law," insert "or but for this
Law and relevant repeals,". 30. Section 1336A: Add at the end:

"(3) If, before 1 January 1991, a specified proceeding under a law of this
jurisdiction was begun by or against an authority of this jurisdiction, the
proceeding may be continued by or against the Commission.

"(4) If, but for this Law, or but for this Law and relevant repeals, a
specified proceeding under a law of this jurisdiction could have been begun by
or against an authority of this jurisdiction, the proceeding may be begun by
or against the Commission.

"(5) In this section:
'authority of this jurisdiction' includes:

   (a)  an officer of this jurisdiction; and

   (b)  an officer of an authority of this jurisdiction;
'relevant repeal' means:

   (a)  the repeal of the National Companies and Securities Commission Act 
        1979 ; or

   (b)  the repeal of a law of this jurisdiction corresponding to a provision
        of that Act;
'specified' means specified in an application order.". 31. Schedule 3: Omit:

"Section 126: Penalty: $500 for each day during all or part of which the
contravention continues.".