THE CORPORATIONS LAW

CHAPTER 7 - SECURITIES

PART 7.13 - TITLE TO, AND TRANSFER OF, SECURITIES

Division 3 - Transfer of marketable securities and marketable rights

Subdivision A - Interpretation

SECTION 1097   INTERPRETATION  

1097(1)  [Definitions]  

In this Division, unless the contrary intention appears:

``associate'' , in relation to a broker, means:

(a)  if the broker is a member of a firm of brokers and is not a broker's agent - any other member of the firm; or

(b)  if the broker is another broker's agent or employee - the other broker or, if the other broker is a member of a firm of brokers, any member of that firm;

``beneficial owner'' , in relation to a marketable security or a marketable right, means a person for whom an authorised trustee corporation holds (whether alone or together with any other person or persons) the security or right in trust in the ordinary course of its business;

``broker'' means a member of a securities exchange;

``broker's agent'' means a broker's agent or employee;

``Division 3 transfer'' means:

(a)  a sufficient transfer under this Division of marketable securities or marketable rights; or

(b)  a proper SCH transfer;

``document'' , in relation to a transfer, includes, in the case of an SCH-regulated transfer, an electronic message or other electronic communication;

``duly completed'' , in relation to a document, has a meaning affected by section 1098;

``duly completed Part 1'' means a document that has been duly completed in accordance with Part 1 of Form 1, 2, 3, 5, 6 or 7;

``eligible body'' means:

(a)  a company; or

(aa)  (Repealed by No 44 of 1999, Sch 3, Pt 2 (effective 1 July 1999).)

(b)  a body corporate (other than a company) that:

(i) is incorporated in this jurisdiction; and

(ii) is prescribed for the purposes of this paragraph; or

(c)  an unincorporated society, association or body, that:

(i) is formed or established in this jurisdiction; and

(ii) is included in the official list of a securities exchange; and

(iii) is prescribed for the purposes of this paragraph;

``execution time'' , in relation to a document, means the time:

(a)  in the case of a sufficient transfer under section 1101 - when the document was stamped with a stamp purporting to be that of the transferee's broker; or

(b)  in the case of a sufficient transfer under section 1102 - when the document was executed by the transferor;

``identification code'' , in relation to a member organisation, means a code that, for the purposes of the SCH business rules, is the member organisation's identification code, or one of its identification codes, as the case may be;

``in accordance with'' includes to the effect of;

``issuing body'' , in relation to a marketable security or a marketable right, means the body (whether incorporated or not) that, or other person who, issued or made available, or proposes to issue or make available, the security or right;

``legal representative'' means the executor, original or by representation, of a will, or the administrator of the estate, of a dead person;

``marketable right'' means a right, whether existing or future, and whether contingent or not, of a person to have a marketable security issued to the person, whether or not on payment of any money or for any other consideration;

``marketable security'' means:

(a)  a share in, or a debenture of, an eligible body; or

(b)  a prescribed security;

``member organisation'' means a member organisation of a securities exchange;

``prescribed security'' means an interest in a managed investment scheme that is prescribed for the purposes of this definition;

``securities exchange'' means a prescribed body corporate;

``stamp'' has the meaning given by section 1099;

``transfer'' , in relation to a marketable security or a marketable right, includes:

(a)  in the case of a quoted security or a quoted right - any change in the ownership of the security or right; and

(b)  in the case of a marketable right - the renunciation and transfer of the right;

``transfer document'' , in relation to a proper SCH transfer, means the document that is taken under the SCH business rules to effect the transfer.

1097(2)  [Numbered forms]  

A reference in this Division to a form by number is a reference to the form so numbered in Schedule 2 or to a form to the like effect.

1097(3)  [Name of transferor]  

A reference in a form in Schedule 2 to the full name of the transferor of marketable securities or marketable rights includes a reference to the name of the person shown in the records of the issuing body in relation to those securities or rights as the holder of those securities or rights.

1097(4)  [Effect of provisions]  

If the SCH business rules include provisions determining:

(a)  which member organisation effected a proper SCH transfer; or

(b)  when a proper SCH transfer takes effect;

those provisions have effect for the purposes of this Division.