Company Law Review Act 1998 (61 of 1998)

Schedule 1   Main amendments of the Corporations Law

10   After Part 9.10

Insert:

Chapter 10 - National scheme provisions

1362A Recognition of companies from other jurisdictions

(1) A company registered under the Corporations Law of another jurisdiction has in this jurisdiction the same legal personality, capacity, attributes, power and type as if it were a company registered under the Corporations Law of this jurisdiction. Its powers include the power to hold land in this jurisdiction.

(2) Subsection (1) does not impose on the company an obligation that it would not have if that subsection had not been enacted.

1362B Transfer of registration

(1) A company registered under the Corporations Law of another jurisdiction may transfer its registration to become registered as a company under the Corporations Law of this jurisdiction if:

(a) the transfer is in accordance with the regulations; and

(b) both the Minister and the Minister for the jurisdiction in which the company is currently registered have consented to the transfer.

(2) Registration under subsection (1) does not:

(a) create a new legal entity; or

(b) affect the company's existing property, rights or obligations; or

(c) render defective any legal proceedings by or against the company and its members.

(3) If a company becomes registered under section 1362B of the Corporations Law of another jurisdiction, it ceases to be registered as a company under the Corporations Law of this jurisdiction.

1362BA Compensation for compulsory acquisition

(1) If:

(a) apart from this section, the operation of this Law would result in the acquisition of property from a person otherwise than on just terms; and

(b) the acquisition would be invalid because of paragraph 51(xxxi) of the Constitution;

the person who acquires the property is liable to pay compensation of a reasonable amount to the person from whom the property is acquired in respect of the acquisition.

(2) If the 2 people do not agree on the amount of the compensation, the person to whom compensation is payable may institute proceedings in the Court for the recovery of such reasonable amount as the court determines from the other person.

(3) Any damages or compensation recovered or other remedy given in a proceeding that is commenced otherwise than under this section is to be taken into account in assessing compensation payable in a proceeding that is commenced under this section and that arises out of the same event or transaction.

(4) In this section:

acquisition of property has the same meaning as in paragraph 51(xxxi) of the Constitution.

just terms has the same meaning as in paragraph 51(xxxi) of the Constitution

Chapter 11 - Application and transitional provisions

Part 11.1 - Introduction of the Corporations Law

1362CA Existing company

This Part applies to a body corporate that was incorporated, immediately before Division 2 of Part 2.2 commenced
(1 January 1991), under a previous law of this jurisdiction that corresponded to Chapter 2 (as in force immediately after that Division commenced).

1362CB Existing company taken to be registered under the Corporations Law

(1) The body corporate was taken to have been registered as a company under Division 2 of Part 2.2 as from the commencement of that Division.

(2) The company was taken to have been registered as the type of company that most nearly corresponded to the company's type under the corresponding previous law.

(3) The company was taken to have been registered as:

(a) a proprietary company if it was a proprietary company under the corresponding previous law; or

(b) a public company in any other case.

(4) A certificate issued under the corresponding previous law of any jurisdiction by the authority responsible for administering that law stating that the company was registered as a company under that law or another corresponding previous law is conclusive evidence that:

(a) all the requirements necessary for the registration of the company under that legislation have been complied with; and

(b) all matters related to the registration of the company under that legislation have been complied with; and

(c) the company was duly registered as a company under that legislation and was taken to be a company duly incorporated under that legislation on the date (if any) specified in the certificate.

1362CC Constitution of existing company

(1) The provisions that formed part of the body corporate's memorandum immediately before the commencement of Division 2 of Part 2.2 were taken to become on the commencement of that Division:

(a) the company's memorandum if the company was a company limited by shares and was a proprietary company; or

(b) the company's registered memorandum in any other case.

This had effect with any modifications that the circumstances required.

(2) The provisions that formed part of the body corporate's articles immediately before the commencement of Division 2 of Part 2.2 were taken to become on the commencement of that Division:

(a) the company's articles if the company was a company limited by shares and was a proprietary company; or

(b) the company's registered articles;

and to bind the company and its members accordingly. This had effect with any modifications that the circumstances required.

1362CD Application of Law to existing companies

(1) Subject to this Law, a provision of this Law that applies to the body corporate as a company applies to the body corporate in relation to:

(a) the doing of an act or thing, an act or thing done, or a matter arising, before the commencement of Division 2 of Part 2.2; or

(b) acts, things or matters including such an act, thing or matter;

unless:

(c) before the commencement of that Division, an act was done for the purposes of complying with a previous law corresponding to that provision; and

(d) the act would, if the body corporate had been a company, and this Law had been in operation, when the act was done, have constituted compliance with that provision as so applying.

(2) A provision applies as mentioned in subsection (1):

(a) as if a reference in the provision to another provision of this Law included a reference to a previous law corresponding to that other provision; and

(b) with any other modifications that the circumstances require.

1362CE Acts preparatory to external administration of existing company

(1) This section applies if an act or thing had been validly done before the commencement of Division 2 of Part 2.2 by or in relation to the body corporate under, or for the purposes of, a previous law corresponding to a provision of Chapter 5 (other than Part 5.2).

(2) On and after the commencement of that Division, this Law (other than this Division) applies to the body corporate as if:

(a) the body corporate had been a company, and this Law had been in operation, at the time when the act or thing was done; and

(b) the act or thing had been validly done at that time under or for the purposes of that provision of that Chapter.

This has effect with any modifications that the circumstances require.

(3) Nothing in this section makes a person guilty of a contravention of this Law in respect of an act or thing done, or an omission made, before the commencement of Division 2 of Part 2.2.

1362CF Appointments of receivers

Nothing in section 418 prevents a person from acting as a receiver of property of the body corporate under an appointment validly made before commencement.

1362CG Application of Division 2 of Part 5.6

Division 2 of Part 5.6 applies to the body corporate as if:

(a) references in that Division to section 164 included references to a previous law corresponding to that section; and

(b) references to becoming a limited company included a reference to becoming a limited company within the meaning of a previous law corresponding to section 164.

1362CH Reinstatement of companies deregistered before commencement

The ASC's powers under section 601AH extend to the reinstatement of the registration of a body corporate that:

(a) was at some time before commencement incorporated or taken to be incorporated under a previous law of this jurisdiction corresponding to Chapter 2 of the old law; and

(b) was deregistered before commencement.

Section 601AH applies to the reinstatement with any modifications that the circumstances require.

1362CJ Registrable Australian bodies and foreign companies

(1) This section applies to each registrable body that was, immediately before commencement, registered under a previous law of this jurisdiction relating to foreign companies within the meaning of that law.

(2) If the body was a registrable Australian body, the ASC was taken to have registered it under Division 1 of Part 4.1 at commencement.

(3) If the body was a foreign company, the ASC was taken to have registered it under Division 2 of Part 4.1 at the commencement.

(4) At commencement, the body's registered office for the purposes of section 359 was taken to be the place that, immediately before commencement, was taken by a previous law of this jurisdiction corresponding to subsection 601CX(2) to be the situation of the body's registered office for the purposes of a previous law of this jurisdiction corresponding to subsection 601CX(1).

(5) Subsections 601CT(1) and (4) and 601CX(1) and (2) apply in relation to the body as if a reference in them to a provision of this Law included a reference to a previous law of this jurisdiction corresponding to that provision of this Law.

(6) If the body is a registrable body under a law corresponding to Division 1 or 2 of Part 5B.2 but is not registered under that Division:

(a) subsection 601CX(2) does not apply to the body; and

(b) instead, each place that is taken by a law corresponding to subsection 601CX(2) to be the situation of the body's registered office for the purposes of a law corresponding to subsection 601CX(1) is taken to be the situation of a registered office of the body for the purposes of subsection 601CX(1).