THE CORPORATIONS LAW

CHAPTER 6B - RIGHTS AND LIABILITIES IN RELATION TO CHAPTER 6 AND 6A MATTERS

SECTION 670D   DEFENCES AGAINST PROSECUTIONS UNDER SUBSECTION 670A(3) AND ACTIONS UNDER SECTION 670B  

670D(1)  Not knowing statement misleading or deceptive.  

A person does not commit an offence against subsection 670A(3), and is not liable under section 670B for a contravention of subsection 670A(1), because of a misleading or deceptive statement in a document if the person proves that they did not know that the statement was misleading or deceptive.

670D(2)  Not knowing there was an omission.  

A person does not commit an offence against subsection 670A(3), and is not liable under section 670B for a contravention of subsection 670A(1), because of an omission from a document in relation to a particular matter if the person proves that they did not know that there was an omission from the document in relation to that matter.

670D(3)  Reasonable reliance on information given by someone else - statements and omissions.  

A person does not commit an offence against subsection 670A(3), and is not liable under section 670B for a contravention against subsection 670A(1), because of a misleading or deceptive statement in, or an omission from, a document if the person proves that they placed reasonable reliance on information given to them by:

(a)  if the person is a body - someone other than a director, employee or agent of the body; or

(b)  if the person is an individual - someone other than an employee or agent of the individual.

670D(4)  [Professional or advisory function]  

For the purposes of subsection (3), a person is not the agent of a body or individual merely because they perform a particular professional or advisory function for the body or individual.

670D(5)  Withdrawal of consent - statements and omissions.  

A person who is named in a document as:

(a)  making a statement included in the document; or

(b)  making a statement on the basis of which a statement is included in the document;

does not commit an offence against subsection 670A(3), and is not liable under section 670B for a contravention against subsection 670A(1), because of a misleading or deceptive statement in, or an omission from, a document if the person proves that they publicly withdrew their consent to being named in the document in that way.

670D(6)  Unawareness of new matter.  

A person does not commit an offence against subsection 670A(3), and is not liable under section 670B for a contravention of subsection 670A(1), because of a new circumstance that has arisen since the document was lodged if the person proves that they were not aware of the matter.