Corporations Act 2001
[ CCH Note: Ch 2N heading will be amended by No 69 of 2020, s 3, Sch 1 [ 633], by omitting " ASIC " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
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Hide history note[ CCH Note: S 349A heading will be amended by No 69 of 2020, s 3, Sch 1[671], by substituting " THE REGISTRAR " for " ASIC " , (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
If an event mentioned in section 349B , 349C or 349D happens in relation to a proprietary company, the proprietary company must notify ASIC, in the prescribed form and within 28 days after the event, of the details required by that section.
[ CCH Note: S 349A(1) will be amended by No 69 of 2020, s 3, Sch 1[672] and [ 673], by substituting " the Registrar, " for " ASIC, in the prescribed form and " and inserting " The notification must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
349A(2)
An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability , see section 6.1 of the Criminal Code .
SECTION 349B 349B ANOTHER COMPANY BECOMES AN ULTIMATE HOLDING COMPANY
If another company becomes an ultimate holding company in relation to a proprietary company, the proprietary company must notify ASIC of: (a) the other company ' s name; and (b) either:
(i) if the other company is registered in Australia - its ABN, ACN or ARBN; or
(c) the date on which the other company became an ultimate holding company in relation to the proprietary company.
(ii) if the other company is not registered in Australia - the place at which it was incorporated or formed; and
[ CCH Note: S 349B will be amended by No 69 of 2020, s 3, Sch 1[674] and [ 675], by substituting " the Registrar " for " ASIC " and inserting " The notification must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
If a company ceases to be an ultimate holding company in relation to a proprietary company, the proprietary company must notify ASIC of: (a) the name of the company that ceased to be an ultimate holding company in relation to the proprietary company; and (b) the date the cessation occurred.
[ CCH Note: S 349C will be amended by No 69 of 2020, s 3, Sch 1[676] and [ 677], by substituting " the Registrar " for " ASIC " and inserting " The notification must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
If an ultimate holding company in relation to a proprietary company changes its name, the proprietary company must notify ASIC of the new name of the ultimate holding company.
[ CCH Note: S 349D will be amended by No 69 of 2020, s 3, Sch 1[678] and [ 679], by substituting " the Registrar " for " ASIC " and inserting " The notification must meet any requirements of the data standards. " at the end, (effective 1 July 2026 or a day or days to be fixed by Proclamation).]
[ CCH Note: The next Chapter is Ch 2P.]
A document that this Act requires to be lodged with ASIC in a prescribed form must:
(a) if a form for the document is prescribed in the regulations:
(i) be in the prescribed form; and
(ii) include the information, statements, explanations or other matters required by the form; and
(iii) be accompanied by any other material required by the form; or
(b) if a form for the document is not prescribed in the regulations but ASIC has approved a form for the document:
(i) be in the approved form; and
(ii) include the information, statements, explanations or other matters required by the form; and
350(2) [ Reference to document includes other material]
(iii) be accompanied by any other material required by the form.
A reference in this Act to a document that has been lodged (being a document to which subsection (1) applies), includes, unless a contrary intention appears, a reference to any other material lodged with the document as required by the relevant form.
350(3) [ Effect of other provisions](a) this Act requires a document to be lodged with ASIC in a prescribed form; and
(b) a provision of this Act either specifies, or provides for regulations to specify, information, statements, explanations or other matters that must be included in the document, or other material that must accompany the document;
that other provision is not taken to exclude or limit the operation of subsection (1) in relation to the prescribed form (and so the prescribed form may also require information etc. to be included in the form or material to accompany the form).
A document lodged with ASIC in writing by, or on behalf of, a body or a registered scheme must be signed by a director or secretary of the body or of the responsible entity of the registered scheme. If the body is a foreign company, it may be signed by:
(a) its local agent; or
(b) if the local agent is a company - a director or secretary of the company.
351(1A)
A document lodged with ASIC in writing by, or on behalf of, a notified foreign passport fund or its operator, must be signed by:
(a) a director or secretary of the operator of the fund; or
(b) the local agent for the operator of the fund; or
(c) if the local agent is a company - a director or secretary of that company.
Subsection (1) does not apply in relation to documents lodged with ASIC in writing by, or on behalf of, a notified foreign passport fund or its operator.
351(2)
An individual who lodges a document with ASIC in writing must sign it.
351(3)
The person's name must be printed next to the signature.
SECTION 352 DOCUMENTS LODGED WITH ASIC ELECTRONICALLY 352(1) [ ASIC's consent]
A document may be lodged with ASIC electronically only if:
(a) ASIC and the person seeking to lodge it (either on their own behalf or as agent) have agreed, in writing, that it may be lodged electronically; or
(b) ASIC has approved, in writing, the electronic lodgment of documents of that kind.
The document is taken to be lodged with ASIC if it is lodged in accordance with the agreement or approval (including any requirements of the agreement or approval as to authentication).
352(1A) [ What ASIC may approve]For the purposes of paragraph (1)(b), ASIC may approve:
(a) a particular kind of document; or
(b) documents in a particular class of documents.
Subsection (1) does not apply to a document covered by section 353 or a notice lodged under subsection 1015D(2) .
[ CCH Note: Act No 101 of 2007, Sch 1, Pt 6 [ 246] contained the following application provision (which was effective 28 June 2007):
]Application of items 224 to 226
The amendments made by items 224 to 226 of this Schedule apply in relation to events occurring on or after the day on which those items commence.
ASIC may determine conditions in relation to the electronic lodgment of documents:
(a) that must be given to a relevant market operator under section 205G ; or
(b) that must be given to ASIC under section 792C . 353(2) [ Effective lodgment]
The electronic lodgment of a document covered by a determination under subsection (1) is only effective if the lodgment complies with the conditions determined.
353(3) [ Published in Gazette ]ASIC must publish in the Gazette a copy of any determination under subsection (1).
ASIC may, in its discretion, accept telephone notice of a change to a particular in relation to a company or a registered scheme if:
(a) either:
(i) the change relates to a misspelling or other minor typographical error; or
(ii) the change is to a particular included on a list published by ASIC on the internet for the purposes of this section; and
(b) the notice satisfies the authentication requirements published by ASIC on the internet for the purposes of this section.
354(2)
If ASIC accepts telephone notice of a change to a particular under subsection (1), any obligation elsewhere in this Act to lodge a prescribed form in relation to the change is satisfied by the telephone notice. However, this does not affect the company ' s or the scheme ' s liability for late lodgment fees incurred before the notice is given or continuing offences committed before that time.
[ CCH Note: The next Chapter is Ch 5.]