THE CORPORATIONS LAW

CHAPTER 7 - SECURITIES

PART 7.13 - TITLE TO, AND TRANSFER OF, SECURITIES

Division 2 - Transfer of securities

SECTION 1096   DUTIES OF COMPANY WITH RESPECT TO ISSUE OF CERTIFICATES  

1096(1)  [Issue of certificates - allotments, issues, etc]  

Subject to subsection (1A), within 2 months after the allotment of any shares in, the issue of debentures of, or the making available of interests by, a company, the company shall:

(a)  complete and have ready for delivery to the allottee, debenture holder or interest holder, as the case may be, (in this subsection called the ``relevant person'' ), all the appropriate certificates, debentures or other documents in connection with the allotment of the shares, the issue of the debentures or the making available of the interests unless, in the case of shares, the conditions of the allotment otherwise provide; and

(b)  unless otherwise instructed by the relevant person, send or deliver the completed certificates, debentures or other documents to the relevant person or, where the relevant person has instructed the company in writing to send them to a nominated person, to that person.

1096(1A)  [SCH business rules]  

If the SCH business rules include a provision to the effect that:

(a)  no document is required by subsection (1) to be completed and delivered by a company in relation to the allotment, issue or making available of a share, debenture or interest in specified circumstances; or

(b)  the only document required by subsection (1) to be completed and delivered by a company in relation to the allotment, issue or making available of a share, debenture or interest in specified circumstances is such document as the provision requires;

the provision has effect accordingly.

1096(2)  [Issue of certificates - transfers]  

Within one month after the date on which a transfer of any shares, debentures or interests is lodged with a company (other than a transfer that the company is for any reason entitled to refuse to register and does not register) the company shall:

(a)  complete and have ready for delivery to the transferee all the appropriate certificates, debentures or other documents in connection with the transfer; and

(b)  unless otherwise instructed by the transferee, send or deliver the completed certificates, debentures or other documents to the transferee or, where the transferee has instructed the company in writing to send them to a nominated person, to that person.

1096(2A)  [SCH-regulated transfer]  

The only document required by subsection (2) to be completed and delivered by a company in relation to an SCH-regulated transfer is such document (if any) as the SCH business rules require to be so completed and delivered.

1096(3)  [Exceptions]  

A company need not comply:

(a)  with subsection (1) in relation to the allotment of any shares in, the issue of debentures of, or the making available of interests by, the company; or

(b)  with subsection (2) in relation to a transfer of shares, debentures or interests;

if the allottee, debenture holder or interest holder, or the transferee, as the case may be, is a person who has applied to the Commission for the making of a declaration under this subsection and has been declared by the Commission, by writing published in the Gazette, to be a person in relation to whom this section does not apply.

1096(4)  [Court's powers]  

If a company on which a notice has been served requiring the company to remedy any contravention of a provision of this section fails to remedy the contravention within 10 days after the service of the notice, the Court may, on the application of the person entitled to have the certificates, debentures or other documents delivered to him, her or it, make an order directing the company and any officer of the company to remedy the contravention within such period as is specified in the order, and the order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of the company who was involved in the contravention in such proportions as the Court thinks just and reasonable.