THE CORPORATIONS LAW

CHAPTER 9 - MISCELLANEOUS

PART 9.4 - OFFENCES

Division 1 - Specific offences

SECTION 1308   FALSE OR MISLEADING STATEMENTS  

1308(1)  (Statement as to amount of capital)  

A corporation must not advertise or publish:

(a)  a statement of the amount of its capital that is misleading; or

(b)  a statement in which the total of all amounts paid and unpaid on shares in the company is stated but the amount of paid up capital or the amount of any charge on uncalled capital is not stated.

1308(2)  (Document required by this Law)  

A person who, in a document required by or for the purposes of this Law or lodged with or submitted to the Commission, makes or authorises the making of a statement that to the person's knowledge is false or misleading in a material particular, or omits or authorises the omission of any matter or thing without which the document is to the person's knowledge misleading in a material respect, is guilty of an offence.

1308(3)  [Statement based on information]  

A person who makes or authorises the making of a statement that is based on information that to the person's knowledge:

(a)  is false or misleading in a material particular; or

(b)  has omitted from it a matter or thing the omission of which renders the information misleading in a material respect;

shall, for the purposes of subsection (2), be deemed to have made or authorised the making of a statement that to the person's knowledge was false or misleading in a material particular.

1308(3A)  [Section 28 of Act]  

A person is not liable to be proceeded against for an offence in consequence of a regulation made under section 28 of the Corporations Act 1989 of the Commonwealth, as that regulation applies for the purposes of the Corporations Law of this jurisdiction, as well as for an offence against subsection (2) of this section.

1308(4)  [Failing to ensure statement not misleading]  

A person who, in a document required by or for the purposes of this Law or lodged:

(a)  makes or authorises the making of a statement that is false or misleading in a material particular; or

(b)  omits or authorises the omission of any matter or thing without which the document is misleading in a material respect;

without having taken reasonable steps to ensure that the statement was not false or misleading or to ensure that the statement did not omit any matter or thing without which the document would be misleading, as the case may be, is guilty of an offence.

1308(5)  [Statement deemed to have been made]  

A person who makes or authorises the making of a statement without having taken reasonable steps to ensure that the information on which the statement was based:

(a)  was not false or misleading in a material particular; and

(b)  did not have omitted from it a matter or thing the omission of which would render the information misleading in a material respect;

shall, for the purposes of subsection (4), be deemed to have made or authorised the making of a statement without having taken reasonable steps to ensure that the statement was not false or misleading.

1308(6)  [Voting in favour of resolution]  

For the purposes of subsections (2) and (4), where:

(a)  at a meeting, a person votes in favour of a resolution approving, or otherwise approves, a document required by or for the purposes of this Law or required to be lodged; and

(b)  the document contains a statement that, to the person's knowledge, is false or misleading in a material particular, or omits any matter or thing without which the document is, to the person's knowledge, misleading in a material respect;

the person shall be deemed to have authorised the making of the statement or the omission of the matter or thing.

1308(7)  [Document attached to directors' report]  

For the purposes of this section, a statement, report or other document that:

(a)  relates to affairs of a company or of a subsidiary of a company;

(b)  is not itself required by this Law to be laid before the company in general meeting; and

(c)  is attached to or included with a report of the directors sent under section 314 to members of the company or laid before the company at an annual general meeting of the company;

shall be deemed to be part of the report referred to in paragraph (c).

1308(8)  [Application for securities or futures licence]  

A person shall not, in connection with an application for a securities licence or futures licence:

(a)  make a statement that is false or misleading in a material particular knowing it to be false or misleading; or

(b)  omit to state any matter or thing knowing that because of that omission the application is misleading in a material respect.