Corporations Act 2001

CHAPTER 5B - BODIES CORPORATE REGISTERED AS COMPANIES, AND REGISTRABLE BODIES  

PART 5B.2 - REGISTRABLE BODIES  

Division 1A - Preliminary  

SECTION 601C  

601C   MEANING OF PROPERTY  

In this Part:

property
of a corporation includes PPSA retention of title property, if the security interest in the property is vested in the corporation because of the operation of any of the following provisions:

(a) section 267 or 267A of the Personal Property Securities Act 2009 (property subject to unperfected security interests);

(b) section 588FL of this Act (collateral not registered within time).

Note: See sections 9 (definition of property ) and 51F (PPSA retention of title property).

Division 1 - Registrable Australian bodies  

SECTION 601CA  

601CA   WHEN A REGISTRABLE AUSTRALIAN BODY MAY CARRY ON BUSINESS IN THIS JURISDICTION AND OUTSIDE ITS PLACE OF ORIGIN  
A registrable Australian body must not carry on business in a State or Territory in this jurisdiction unless:

(a) that State or Territory is its place of origin; or

(b) it has its head office or principal place of business in that State or Territory; or

(c) it is registered under this Division; or

(d) it has applied to be so registered and the application has not been dealt with.

SECTION 601CB  

601CB   APPLICATION FOR REGISTRATION  
Subject to this Part, where a registrable Australian body lodges an application for registration under this Division that is in the prescribed form and is accompanied by:

(a)    a certified copy of a current certificate of its incorporation or registration in its place of origin, or a document of similar effect; and

(b)    a certified copy of its constitution; and

(c)    a list of its directors containing personal details of those directors that are equivalent to the personal details of directors referred to in subsection 242(2) ; and

(d) (Repealed)

(e)    notice of the address of:

(i) if it has in its place of origin a registered office for the purposes of a law (other than this Act) there in force - that office; or

(ii) otherwise - its principal place of business in its place of origin; and

(f)    notice of the address of its registered office under section 601CT ;

ASIC must:

(g)    grant the application and register the body under this Division by entering the body ' s name in a register kept for the purposes of this Division; and

(h)    allot to the body an ARBN distinct from the ARBN or ACN of each body corporate (other than the body) already registered as a company or registered body under this Act.

SECTION 601CC   CESSATION OF BUSINESS ETC.  

601CC(1)    
Within 7 days after ceasing to carry on business interstate, a registered Australian body must lodge written notice that it has so ceased.

601CC(1A)    
For the purposes of this section, a body carries on business interstate if, and only if, the body carries on business at a place that is in this jurisdiction and outside the body's place of origin.

601CC(2)    
Where ASIC has reasonable cause to believe that a registered Australian body does not carry on business interstate, ASIC may send to the body in the prescribed manner a letter to that effect and stating that, if no answer showing cause to the contrary is received within one month from the date of the letter, a notice will be published in the Gazette with a view to striking the body ' s name off the register.

601CC(3)    
Unless ASIC receives, within one month after the date of the letter, an answer to the effect that the body is still carrying on business interstate, it may publish in the Gazette , and send to the body in the prescribed manner, a notice that, at the end of 3 months after the date of the notice, the body ' s name will, unless cause to the contrary is shown, be struck off the register.

601CC(4)    
At the end of the period specified in a notice sent under subsection (3) , ASIC may, unless cause to the contrary has been shown, strike the body ' s name off the register and must publish in the Gazette notice of the striking off.

601CC(5)    
Nothing in subsection (4) affects the power of the Court to wind up a body whose name has been struck off the register.

601CC(6)    
Where a body ' s name is struck off the register under subsection (4), the body ceases to be registered under this Division.

601CC(7)    
If ASIC is satisfied that a body ' s name was struck off the register as a result of an error on ASIC ' s part, ASIC may restore the body ' s name to the register, and thereupon the body ' s name is taken never to have been struck off and the body is taken never to have ceased to be registered under this Division.

601CC(8)    
A person who is aggrieved by a body ' s name having been struck off the register may, within 15 years after the striking off, apply to the Court for the body ' s name to be restored to the register.

601CC(9)    
If, on an application under subsection (8), the Court is satisfied that:

(a)    at the time of the striking off, the body was carrying on business interstate; or

(b)    it is otherwise just for the body ' s name to be restored to the register;

the Court may, by order:

(c)    direct the body ' s name to be restored to the register; and

(d)    give such directions, and make such provisions, as it thinks just for placing the body and all other persons in the same position, as nearly as practicable, as if the body ' s name had never been struck off.

601CC(10)    
On the lodging of an office copy of an order under subsection (9) , the body ' s name is taken never to have been struck off.

601CC(11)    
Where a body ' s name is restored to the register under subsection (7) or (9) , ASIC must cause notice of that fact to be published in the Gazette .

601CC(12)    
Where a body ceases to be registered under this Division, an obligation to lodge a document that this Act imposes on the body by virtue of the doing of an act or thing, or the occurrence of an event, at or before the time when the body so ceased, being an obligation not discharged at or before that time, continues to apply in relation to the body even if the period prescribed for lodging the document has not ended at or before that time.

601CC(13)    
Where a registered Australian body commences to be wound up, or is dissolved or deregistered, in its place of origin, the Court must, on application by the person who is the liquidator for the body ' s place of origin, or by ASIC, appoint a liquidator of the body.

601CC(14)    
A liquidator of a registered Australian body who is appointed by the Court:

(a)    

must, before any distribution of the body ' s property is made, by a notice published in accordance with subsection 601CCA(1) , invite all creditors to make their claims against the body within a reasonable time before the distribution; and

(b)    must not, without obtaining an order of the Court, pay out a creditor of the body to the exclusion of another creditor of the body; and

(c)    must, unless the Court otherwise orders, recover and realise the property of the body that is located:

(i) in this jurisdiction; and

(ii) outside the body ' s place of origin;

and must pay the net amount so recovered and realised to the liquidator of the body for its place of origin.

601CC(15)    
If a registered Australian body has been wound up so far as its property located:

(a)    in this jurisdiction; and

(b)    outside its place of origin;

is concerned and there is no liquidator for its place of origin, the liquidator may apply to the Court for directions about the disposal of the net amount recovered under subsection (14) .

SECTION 601CCA   PUBLISHING NOTICES RELATING TO CESSATION OF BUSINESS ETC.  

601CCA(1)    
A notice mentioned in paragraph 601CC(14)(a) is published in accordance with this subsection if it is published:

(a)    unless paragraph (b) of this subsection applies - in a manner that results in the notice being accessible to the public and reasonably prominent; or

(b)    if a determination under subsection (2) is in force:

(i) if the determination specifies one or more manners of publication under paragraph (2)(a) - in a manner specified in the determination; or

(ii) if the determination specifies that such a notice may be published in the prescribed manner - in the prescribed manner.

Note: For publication in the prescribed manner, see section 1367A .

601CCA(2)    
For the purposes of paragraph (1)(b) , ASIC may, by legislative instrument, make a determination specifying:

(a)    unless the matter in paragraph (b) of this subsection is specified - one or more manners in which a notice mentioned in paragraph 601CC(14)(a) may be published; or

(b)    that such a notice may be published in the prescribed manner.

601CCA(3)    
A manner of publication may be specified in the determination under paragraph (2)(a) only if ASIC considers that the manner of publication would result in such a notice being accessible to the public and reasonably prominent.

Division 2 - Foreign companies  

SECTION 601CD   WHEN A FOREIGN COMPANY MAY CARRY ON BUSINESS IN THIS JURISDICTION  

601CD(1)   [ Prohibition]  

A foreign company must not carry on business in this jurisdiction unless:

(a) it is registered under this Division; or

(b) it has applied to be so registered and the application has not been dealt with.

601CD(2)   [ Carries on business in this jurisdiction]  

For the purposes of this Division, a foreign company carries on business in this jurisdiction if it:

(a) offers debentures in this jurisdiction; or

(b) is a guarantor body for debentures offered in this jurisdiction;

and Part 2L.1 applies to the debentures.

SECTION 601CDA  

601CDA   LIMITED DISCLOSURE IF PLACE OF ORIGIN IS A PRESCRIBED COUNTRY  

A foreign company is not required to lodge information or a copy of a document with ASIC under this Division if:

(a)    the company ' s place of origin is a country prescribed by the regulations; and

(b)    the company has given the information or a copy of the document to an authority in that country whose functions under the law of the country include functions equivalent to any of those of ASIC under this Act.

SECTION 601CE  

601CE   APPLICATION FOR REGISTRATION  
Subject to this Part, where a foreign company lodges an application for registration under this Division that is in the prescribed form and is accompanied by:

(a)    a certified copy of a current certificate of its incorporation or registration in its place of origin, or a document of similar effect; and

(b)    a certified copy of its constitution; and

(c)    a list of its directors containing personal details of those directors that are equivalent to the personal details of directors referred to in subsection 205B(3) ; and

(d)    if that list includes directors who are:

(i) resident in Australia; and

(ii) members of a local board of directors;

a memorandum that is duly executed by or on behalf of the foreign company and states the powers of those directors; and

(e) (Repealed)

(f)    notice of the address of:

(i) if it has in its place of origin a registered office for the purposes of a law there in force - that office; or

(ii) otherwise - its principal place of business in its place of origin; and

(g)    notice of the address of its registered office under section 601CT ;

ASIC must:

(h)    grant the application and register the foreign company under this Division by entering the foreign company ' s name in a register kept for the purposes of this Division; and

(j)    allot to the foreign company an ARBN distinct from the ARBN or ACN of each body corporate (other than the foreign company) already registered as a company or registered body under this Act.

SECTION 601CF   APPOINTMENT OF LOCAL AGENT  

601CF(1)    
A foreign company may at any time appoint a person as a local agent.

601CF(2)    
ASIC must not register a foreign company under this Division unless the foreign company has at least one local agent in relation to whom the foreign company has complied withsection 601CG .

601CF(3)    
Where:

(a)    because a person ceased on a particular day to be a local agent of the foreign company, a registered foreign company has no local agent; and

(b)    the foreign company carries on business, or has a place of business, in this jurisdiction;

the foreign company must, within 21 days after that day, appoint a person as a local agent.

SECTION 601CG   LOCAL AGENT: HOW APPOINTED  

601CG(1)    
A foreign company that lodges a memorandum of appointment, or a power of attorney, that is duly executed by or on behalf of the foreign company and states the name and address of a person who is:

(a)    a natural person or a company; and

(b)    resident in this jurisdiction; and

(c)    authorised to accept on the foreign company ' s behalf service of process and notices;

is taken to appoint that person as a local agent.

601CG(2)    
Where a memorandum of appointment, or a power of attorney, lodged under subsection (1) is executed on the foreign company ' s behalf, the foreign company must, unless it has already done so, lodge a copy, verified in writing in the prescribed form to be a true copy, of the document authorising the execution.

601CG(3)    
A copy lodged under subsection (2) is taken for all purposes to be the original of the document.

601CG(4)    
A foreign company that appoints a local agent must lodge a written statement that is in the prescribed form and is made by the local agent.

601CG(5)    
A person whom a foreign company appoints as a local agent is a local agent of the foreign company until the person:

(a)    ceases by virtue of section 601CH to be such a local agent; or

(b)    dies or ceases to exist.

SECTION 601CH   LOCAL AGENT: HOW REMOVED  

601CH(1)    
Where a person is a local agent of a foreign company, the foreign company or the person may lodgea written notice stating that the person ' s appointment as a local agent has terminated, or will terminate, on a specified day.

601CH(2)    
Where a notice is lodged under subsection (1) , the person ceases to be a local agent of the foreign company at the end of:

(a)    the period of 21 days beginning on the day of lodgment; or

(b)    the day specified in the notice;

whichever is the later.

SECTION 601CJ  

601CJ   LIABILITY OF LOCAL AGENT  
A local agent of a registered foreign company:

(a) is answerable for the doing of all acts, matters and things that the foreign company is required by or under this Act to do; and

(b) is personally liable to a penalty imposed on the foreign company for a contravention of this Act if the court or tribunal hearing the matter is satisfied that the local agent should be so liable.

SECTION 601CK   BALANCE-SHEETS AND OTHER DOCUMENTS  

601CK(1)    
Subject to this section, a registered foreign company must, at least once in every calendar year and at intervals of not more than 15 months, lodge a copy of its balance-sheet made up to the end of its last financial year, a copy of its cash flow statement for its last financial year and a copy of its profit and loss statement for its last financial year, in such form and containing such particulars and including copies of such documents as the company is required to prepare by the law for the time being applicable to that company in its place of origin, together with a statement in writing in the prescribed form verifying that the copies are true copies of the documents so required.

601CK(2)    
ASIC may extend the period within which subsection (1) requires a balance-sheet, profit and loss statement, cash flow statement or other document to be lodged.

601CK(3)    
ASIC may, if it is of the opinion that the balance-sheet, the profit and loss statement and the other documents referred to in subsection (1) do not sufficiently disclose the company's financial position:

(a)    require the company to lodge a balance-sheet; or

(b)    require the company to lodge an audited balance-sheet; or

(ba)    require the company to lodge a cash flow statement; or

(bb)    require the company to lodge an audited cash flow statement; or

(c)    require the company to lodge a profit and loss statement; or

(d)    require the company to lodge an audited profit and loss statement;

within such period, in such form, containing such particulars and including such documents as ASIC by notice in writing to the company requires, but this subsection does not authorise ASIC to require a balance-sheet or a profit and loss statement to contain any particulars or include any documents that would not be required to be given if the company were a public company within the meaning of this Act.

601CK(4)    
The registered foreign company must comply with the requirements set out in the notice.

601CK(5)    
Where a registered foreign company is not required by the law of the place of its incorporation or formation to prepare a balance-sheet, the company must prepare and lodge a balance-sheet, or, if ASIC so requires, an audited balance-sheet, within such period, in such form and containing such particulars and including such documents as the company would have been required to prepare if the company were a public company incorporated under this Act.

601CK(5A)    
If a registered foreign company is not required by the law of the place of its incorporation or formation to prepare a cash flow statement, the company must prepare and lodge a cash flow statement, or, if ASIC so requires, an audited cash flow statement, within the period, in the form, containing the particulars and including the documents that the company would have been required to prepare if the company were a public company registered under this Act.

601CK(6)    
Where a registered foreign company is not required by the law of its place of origin to prepare a profit and loss statement, the company must prepare and lodge a profit and loss statement or, if ASIC so requires, an audited profit and loss statement, within such period, in such form, containing such particulars and including such documents as the company would have been required to prepare if the company were a public company incorporated under this Act.

601CK(7)    
ASIC may, by Gazette notice, declare that this section does not apply to specified foreign companies.

601CK(8)    
Subsections (1) to (6) , inclusive, do not apply in relation to a foreign company in relation to which a notice is in force under subsection (7) .

601CK(9)    
A registered foreign company in relation to which a notice is in force under subsection (7) must, at least once in every calendar year, lodge with ASIC a return in the prescribed form made up to the date of its annual general meeting.

601CK(10)    
The return must be lodged within 1 month after the date to which it is made up, or within such further period as ASIC, in special circumstances, allows.

SECTION 601CL   CESSATION OF BUSINESS ETC.  

601CL(1)    
Within 7 days after ceasing to carry on business in this jurisdiction, a registered foreign company must lodge written notice that it has so ceased.

601CL(2)    
Where ASIC receives notice from a local agent of a registered foreign company that the foreign company has been dissolved or deregistered, ASIC must remove the foreign company ' s name from the register.

601CL(3)    
Where ASIC has reasonable cause to believe that a registered foreign company does not carry on business in this jurisdiction, ASIC may send to the foreign company in the prescribed manner a letter to that effect and stating that, if no answer showing cause to the contrary is received within one month from the date of the letter, a notice will be published in the Gazette with a view to striking the foreign company's name off the register.

601CL(4)    
Unless ASIC receives, within one month after the date of the letter, an answer to the effect that the foreign company is still carrying on business in this jurisdiction, it may publish in the Gazette , and send to the foreign company in the prescribed manner, a notice that, at the end of 3 months after the date of the notice, the foreign company's name will, unless cause to the contrary is shown, be struck off the register.

601CL(5)    
At the end of the period specified in a notice sent under subsection (4) , ASIC may, unless cause to the contrary has been shown, strike the foreign company ' s name off the register and must publish in the Gazette notice of the striking off.

601CL(6)    
Nothing in subsection (5) affects the power of the Court to wind up a foreign company whose name has been struck off the register.

601CL(7)    
Where a foreign company ' s name is struck off the register under subsection (5), the foreign company ceases to be registered under this Division.

601CL(8)    
If ASIC is satisfied that a foreign company ' s name was struck off the register as a result of an error on ASIC ' s part, ASIC may restore the foreign company ' s name to the register, and thereupon the foreign company ' s name is taken never to have been struck off and the foreign company is taken never to have ceased to be registered under this Division.

601CL(9)    
A person who is aggrieved by a foreign company ' s name having been struck off the register may, within 15 years after the striking off, apply to the Court for the foreign company ' s name to be restored to the register.

601CL(10)    
If, on an application under subsection (9), the Court is satisfied that:

(a)    at the time of the striking off, the foreign company was carrying on business in this jurisdiction; or

(b)    it is otherwise just for the foreign company ' s name to be restored to the register;

the Court may, by order:

(c)    direct the foreign company ' s name to be restored to the register; and

(d)    give such directions, and make such provision, as it thinks just for placing the foreign company and all other persons in the same position, as nearly as practicable, as if the foreign company ' s name had never been struck off.

601CL(11)    
On the lodging of an office copy of an order under subsection (10) , the foreign company ' s name is taken never to have been struck off.

601CL(12)    
Where a foreign company ' s name is restored to the register under subsection (8) or (10) , ASIC must cause notice of that fact to be published in the Gazette .

601CL(13)    
Where a foreign company ceases to be registered under this Division, an obligation to lodge a document that this Act imposes on the foreign company by virtue of the doing of an act or thing, or the occurrence of an event, at or before the time when the foreign company so ceased, being an obligation not discharged at or before that time, continues to apply in relation to the foreign company even if the period prescribed for lodging the document has not ended at or before that time.

601CL(14)    
Where a registered foreign company commences to be wound up, or is dissolved or deregistered, in its place of origin:

(a)    each person who, on the day when the winding up proceedings began, was a local agent of the foreign company must, within the period of 1 month after that day or within that period as extended by ASIC in special circumstances, lodge or cause to be lodged notice of that fact and, when a liquidator is appointed, notice of the appointment; and

(b)    the Court must, on application by the person who is the liquidator for the foreign company ' s place of origin, or by ASIC, appoint a liquidator of the foreign company.

601CL(15)    
A liquidator of a registered foreign company who is appointed by the Court:

(a)    

must, before any distribution of the foreign company ' s property is made, by a notice published in accordance with subsection 601CLA(1) , invite all creditors to make their claims against the foreign company within a reasonable time before the distribution; and

(b)    must not, without obtaining an order of the Court, pay out a creditor of the foreign company to the exclusion of another creditor of the foreign company; and

(c)    must, unless the Court otherwise orders, recover and realise the property of the foreign company in this jurisdiction and must pay the net amount so recovered and realised to the liquidator of the foreign company for its place of origin.

601CL(16)    
Where a registered foreign company has been wound up so far as its property in this jurisdiction is concerned and there is no liquidator for its place of origin, the liquidator may apply to the Court for directions about the disposal of the net amount recovered under subsection (15) .

SECTION 601CLA   PUBLISHING NOTICES RELATING TO CESSATION OF BUSINESS ETC.  

601CLA(1)    
A notice mentioned in paragraph 601CL(15)(a) is published in accordance with this subsection if it is published:

(a)    unless paragraph (b) of this subsection applies - in a manner that results in the notice being accessible to the public and reasonably prominent; or

(b)    if a determination under subsection (2) is in force:

(i) if the determination specifies one or more manners of publication under paragraph (2)(a) - in a manner specified in the determination; or

(ii) if the determination specifies that such a notice may be published in the prescribed manner - in the prescribed manner.

Note: For publication in the prescribed manner, see section 1367A .

601CLA(2)    
For the purposes of paragraph (1)(b) , ASIC may, by legislative instrument, make a determination specifying:

(a)    unless the matter in paragraph (b) of this subsection is specified - one or more manners in which a notice mentioned in paragraph 601CL(15)(a) may be published; or

(b)    that such a notice may be published in the prescribed manner.

601CLA(3)    
A manner of publication may be specified in the determination under paragraph (2)(a) only if ASIC considers that the manner of publication would result in such a notice being accessible to the public and reasonably prominent.

SECTION 601CM   REGISTER OF MEMBERS OF FOREIGN COMPANY  

601CM(1)   [ Branch register of members]  

A registered foreign company that has a share capital may cause a branch register of members to be kept in this jurisdiction.

601CM(2)   [ Request by member resident in this jurisdiction]  

If a member of a registered foreign company is resident in this jurisdiction and requests the foreign company in writing to register in a branch register kept under subsection (1) shares held by the member, then:

(a) if the foreign company already keeps a register under subsection (1) - the foreign company must register in that register the shares held by the member; or

(b) otherwise - the foreign company must, within 1 month after receiving the request:

(i) keep at its registered office or at some other place in this jurisdiction a branch register of members; and

(ii) register in that register the shares held by the member.

601CM(3)   [ Exception]  

Subsection (2) does not apply in relation to a foreign company whose constitution prohibits any invitation to the public to subscribe for, and any offer to the public to accept subscriptions for, shares in the foreign company.

601CM(4)   [ Discontinuation of branch register]  

Subject to this section, a registered foreign company may discontinue a register kept under subsection (1) and must, if it does so, transfer all entries in that register to a register of members kept outside Australia.

601CM(5)   [ Written consent of member]  

If shares held by a member of a registered foreign company who is resident in this jurisdiction are registered in a register kept by the foreign company under subsection (1), the foreign company must not discontinue that register without that member's written consent.

SECTION 601CN   REGISTER KEPT UNDER SECTION 601CM  

601CN(1)   [ Application]  

This section has effect where a registered foreign company keeps a register under section 601CM.

601CN(2)   [ Manner of keeping register]  

The foreign company must keep the register in the same manner as this Act requires a company to keep its register of members.

601CN(3)   [ Registration of transactions]  

Subject to subsection (2), the foreign company must register a transaction in the register in the same way, and at the same charge, as it would have registered the transaction in the register of members that the foreign company keeps in its place of origin.

601CN(4)   [ Transfer of shares binding]  

A transfer of shares in the foreign company that is lodged at the foreign company's registered office, or at the place where the register is kept, is binding on the foreign company.

601CN(5)   [ Correction of register]  

The Court has the same powers in relation to correction of the register as it has in relation to correction of a company's register of members.

601CN(6)   [ Deemed part of register of members]  

The register is taken to be part of the foreign company's register of members.

601CN(7)   [ Removal of shares from register]  

At the written request of a member who holds shares registered in the register, the foreign company must remove the shares from the register and register them in such other register as is specified in the request.

601CN(8)   [ Prima facie evidence]  

The register is prima facie evidence of matters that this Act requires or authorises to be entered in the register.

SECTION 601CP  

601CP   NOTIFYING ASIC ABOUT REGISTER KEPT UNDER SECTION 601CM  

Within 14 days after:

(a)    beginning to keep a register under section 601CM ; or

(b)    changing the place where a register is so kept; or

(c)    discontinuing a register under section 601CM ;

a registered foreign company must lodge a written notice of that fact specifying, if paragraph (a) or (b) applies, the address or new address, as the case may be, where the register is kept.

SECTION 601CQ  

601CQ   EFFECT OF RIGHT TO ACQUIRE SHARES COMPULSORILY  
Where:

(a) a law of the place of origin of a foreign company that corresponds to section 414, 661A or 664A entitles a person to give notice to another person that the first-mentioned person wishes to acquire shares in the foreign company that the other person holds; and

(b) some or all of those shares are registered in a register kept under section 601CM;

sections 601CM, 601CN and 601CP cease to apply in relation to the foreign company until the first-mentioned person acquires, or ceases to be entitled to acquire, the shares so registered.

SECTION 601CR  

601CR   INDEX OF MEMBERS AND INSPECTION OF REGISTERS  
Subsection 169(2) and sections 173, 174 and 177 apply in relation to a register kept under section 601CM.

SECTION 601CS  

601CS   CERTIFICATE AS TO SHAREHOLDING  
A certificate under the seal of a foreign company specifying shares held by a member of that company and registered in a register kept under section 601CM is prima facie evidence of the title of the member to the shares and of the fact that the shares are registered in the register.

Division 3 - Bodies registered under this Part  

SECTION 601CTA  

601CTA   LIMITED DISCLOSURE IF PLACE OF ORIGIN IS A PRESCRIBED COUNTRY  

A foreign company is not required to lodge information or a copy of a document with ASIC under this Division if:

(a)    the company ' s place of origin is a country prescribed by regulations made for the purposes of section 601CDA ; and

(b)    the company has given the information or a copy of the document to an authority in that country whose functions under the law of the country include functions equivalent to any of those of ASIC under this Act.

SECTION 601CT   REGISTERED OFFICE  

601CT(1)    
A registered body must have a registered office in this jurisdiction to which all communications and notices may be addressed and that must be open:

(a)    if the body has:

(i) lodged a notice under subsection (2) ; or

(ii) lodged a notice under subsection (2) and a notice or notices under subsection (4) ;

for such hours (being not fewer than 3) between 9 am and 5 pm on each business day as are specified in that notice, or in the later or last of those notices, as the case may be; or

(b)    otherwise - each business day from at least 10 am to 12 noon and from at least 2 pm to 4 pm;

and at which a representative of the body is present at all times when the office is open.

601CT(2)    
A registered body may lodge written notice of the hours (being not fewer than 3) between 9 am and 5 pm on each business day during which the body ' s registered office is open.

601CT(3)    
Within 7 days after a change in the situation of its registered office, a registered body must lodge a written notice of the change and of the new address of that office.

601CT(4)    
A registered body that has lodged a notice under subsection (2) must, within 7 days after a change in the hours during which its registered office is open, lodge a notice, in the prescribed form, of the change.

SECTION 601CU   CERTIFICATE OF REGISTRATION  

601CU(1)    
On registering a body corporate under Division 1 or 2 or registering under section 601DH or 601DJ a change in a registered body ' s name, ASIC must issue to the body a certificate, under ASIC ' s common seal and in the prescribed form, of the body ' s registration under that Division.

601CU(2)    
A certificate under subsection (1) is prima facie evidence of the matters stated in it.

SECTION 601CV   NOTICE OF CERTAIN CHANGES  

601CV(1)    
A registered body must, within 1 month after a change in:

(b)    its constitution or any other document lodged in relation to the body; or

(c)    its directors; or

(d)    if the body is a foreign company;

(i) the powers of any directors who are resident in Australia and members of an Australian board of directors of the foreign company; or

(ii) a local agent or local agents; or

(iii) the name or address of a local agent; or

(e)    the situation of:

(i) if it has in its place of origin a registered office for the purposes of a law (other than this Act) there in force - that office; or

(ii) otherwise - its principal place of business in its place of origin;

lodge a written notice of particulars of the change, together with such documents (if any) as the regulations require.

601CV(2)    
ASIC may in special circumstances extend the period within which subsection (1) requires a notice or document to be lodged.

SECTION 601CW   BODY'S NAME ETC. MUST BE DISPLAYED AT OFFICE AND PLACE OF BUSINESS  

601CW(1)   [ Application]  

Subject to subsection (2), this section applies to a registrable body.

601CW(2)   [ Registrable Australian body]  

If the registrable body is a registrable Australian body, this section does not apply to a place at which the body carries on business if the place is in the body's place of origin.

601CW(9)   [ Particulars to be painted or affixed outside office etc]  

Unless the body is an Australian ADI, it must paint or affix and keep painted or affixed, in a conspicuous position and in letters easily legible, on the outside of every office and place (including its registered office) that is in this jurisdiction, at which its business is carried on and that is open and accessible to the public:

(a) its name and the name of its place of origin; and

(b) if the liability of its members is limited and the last word of its name is neither the word ``Limited'' nor the abbreviation ``Ltd.'' - notice of the fact that the liability of its members is limited; and

(c) in the case of its registered office - the expression ``Registered Office''.

601CW(10)   [ Duty of Australian ADI to paint or affix names]  

If the body is an Australian ADI, it must paint or affix its name, and must keep its name painted or affixed, in a conspicuous position and in letters easily legible, on the outside of every office or place (including its registered office) that is in this jurisdiction, at which its business is carried on and that is open and accessible to the public.

601CW(11)   [ Strict liability offence]  

An offence based on subsection (9) or (10) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 601CX   SERVICE OF DOCUMENTS ON REGISTERED BODY  

601CX(1)    
A document may be served on a registered body:

(a)    by leaving it at, or by sending it by post to, the registered office of the body; or

(b)    in the case of a registered foreign company - by leaving it at, or by sending it by post to, the address of a local agent of the foreign company, being:

(i) in a case to which subparagraph (ii) does not apply - an address notice of which has been lodged under subsection 601CG(1) ; or

(ii) if a notice or notices of a change or alteration in that address has or have been lodged under subsection 601CV(1) - the address shown in that last-mentioned notice or the later or latest of those last-mentioned notices.

601CX(2)    
For the purposes of subsection (1), the situation of the registered office of a registered body:

(a)    in a case to which neither paragraph (b) nor paragraph (c) applies - is taken to be the place notice of the address of which has been lodged under paragraph 601CB(e) or 601CE(g) ; or

(b)    if only one notice of a change in the situation of the registered office has been lodged with ASIC under subsection 601CT(3) - is, on and from:

(i) the day that is 7 days after the day on which the notice was lodged; or

(ii) the day that is specified in the notice as the day from which the change is to take effect;

whichever is later, taken to be the place the address of which is specified in the notice; or

(c)    if 2 or more notices of a change in the situation of the registered office have been lodged under subsection 601CT(3) - is, on and from:

(i) the day that is 7 days after the day on which the later or latest of those notices was lodged; or

(ii) the day that is specified in the later or latest of those notices as the day from which the change is to take effect;

whichever is later, taken to be the place the address of which is specified in the relevant notice;

and is so taken to be that place irrespective of whether the address of a different place is shown as the address of the registered office of the registered body in a return or other document (not being a notice under subsection 601CT(3) ) lodged after the notice referred to in paragraph (a) or (b), or the later or latest of the notices referred to in paragraph (c), was lodged.

601CX(3)    
Without limiting the operation of subsection (1), if 2 or more directors of a registered body reside in Australia or an external Territory, a document may be served on the body by delivering a copy of the document personally to each of 2 of those directors.

601CX(3A)    
Without limiting the operation of subsection (1), a document may be served on a registered body that is registered as a proprietary company and has only one director by delivering a copy personally to that director.

601CX(4)    
Where a liquidator of a registered body has been appointed, a document may be served on the body by leaving it at, or by sending it by post to, the last address of the office of the liquidator notice of which has been lodged.

601CX(5)    
Nothing in this section affects the power of the Court to authorise a document to be served on a registered body in a manner not provided for by this section.

601CX(6)    
Subject to subsection 8(4) , subsection 8(3) applies in relation to a reference in this section.

SECTION 601CY  

601CY   POWER TO HOLD LAND  
A registered body has power to hold land in this jurisdiction.

Division 4 - Register of debenture holders for non-companies  

SECTION 601CZA  

601CZA   CERTAIN DOCUMENTS ARE DEBENTURES  
For the purposes of this Division, choses in action (including an undertaking) that fall into one of the exceptions in paragraphs (a), (b), (e) and (f) of the definition of debenture in section 9 must also be entered into the register of debenture holders.

SECTION 601CZB   REGISTER OF DEBENTURE HOLDERS TO BE MAINTAINED BY NON-COMPANIES  

601CZB(1)   [ Need to maintain register]  

A body that is not a company must set up and maintain a register of debenture holders if it issues debentures covered by Chapter 2L.

Note 1: Companies have to keep a register of debenture holders under sections 168 and 171.

Note 2: The register may be kept on computer (see section 1306).

601CZB(1A)   [ Strict liability offence]  

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

601CZB(2)   [ Contents of register]  

The register must contain the following information about each debenture holder:

(a) their name and address;

(b) the amount of the debentures held.

601CZB(3)   [ Failure to comply]  

A body's failure to comply with this section in relation to a debenture does not affect the debenture itself.

SECTION 601CZC   LOCATION OF REGISTER  

601CZC(1)    
The register must be kept at:

(a)    the body's registered office; or

(b)    the body's principal place of business in this jurisdiction; or

(c)    a place in this jurisdiction (whether of the body or of someone else) where the work involved in maintaining the register is done; or

(d)    another place approved by ASIC.

601CZC(2)    
The body must lodge with ASIC a notice of the address at which the register is kept within 7 days after the register is:

(a)    established at an office that is neither the body ' s registered office nor at its principal place of business; or

(b)    moved from one office to another.

Notice is not required for moving the register between the registered office and an office at the principal place of business.

601CZC(3)    

An offence based on subsection (1) or (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 601CZD  

601CZD   APPLICATION OF SECTIONS 173 TO 177  
Sections 173 to 177 apply to a register kept under this Division as if it were kept under Chapter 2C.

Note: Sections 173 to 177 deal with rights to inspect the register and get copies, the obligations of agents who maintain the register, correction of the register, the evidential value of the register and the use of information on the register.