THE CORPORATIONS LAW

CHAPTER 7 - SECURITIES

PART 7.13 - TITLE TO, AND TRANSFER OF, SECURITIES

Division 2 - Transfer of securities

SECTION 1096A   NOTICES RELATING TO NON-BENEFICIAL AND BENEFICIAL OWNERSHIP OF SHARES  

1096A(1)  [Failure to include notice a contravention]  

Where, at a particular time:

(a)  an instrument of transfer of shares in a company is lodged, by or on behalf of the transferee, with the company for registration of the transfer;

(b)  having regard to all relevant circumstances, it may reasonably be expected that, upon registration of the transfer, the transferee will hold non-beneficially particular shares (in this subsection called the ``relevant shares''), being any of the shares to which the instrument of transfer relates; and

(c)  the instrument of transfer does not include a notice that:

(i) contains a statement to the effect that, upon registration of the transfer, the transferee will hold the relevant shares non-beneficially;

(ii) sets out particulars of the relevant shares; and

(iii) is signed by or on behalf of the transferee,

the transferee contravenes this subsection.

1096A(2)  [Validity of registration of transfer of shares]  

The fact that a person has contravened subsection (1) does not affect the validity of the registration of a transfer of shares in a company.

1096A(3)  [Transferee holds shares beneficially]  

Where:

(a)  an instrument of transfer of shares in a company includes a notice of the kind referred to in paragraph (1)(c) and is lodged with the company for registration of the transfer; and

(b)  upon registration of the transfer, the transferee holds beneficially particular shares (in this subsection called the ``relevant shares''), being any of the shares particulars of which are set out in the notice;

then, before the end of the period of 14 days beginning on registration of the transfer, the transferee shall, whether or not the transferee begins before the end of that period to hold any of the relevant shares non-beneficially, give to the company a notice that:

(c)  sets out the name and address of the transferee;

(d)  contains a statement to the effect that, as from registration of the transfer, the transferee holds the relevant shares beneficially;

(e)  sets out particulars of the relevant shares; and

(f)  is signed by or on behalf of the transferee.

1096A(4)  [Transferee holds shares non-beneficially]  

Where:

(a)  an instrument of transfer of shares in a company is lodged with the company for registration of the transfer; and

(b)  upon registration of the transfer, the transferee holds non-beneficially particular shares (in this subsection called the ``relevant shares''), being any of the shares to which the instrument of transfer relates (other than, in a case where the instrument of transfer includes a notice of the kind referred to in paragraph (1)(c), the shares particulars of which are set out in the notice);

then, before the end of the period of 14 days beginning on registration of the transfer, the transferee shall, whether or not the transferee begins before the end of that period to hold any of the relevant shares beneficially, give to the company a notice that:

(c)  sets out the name and address of the transferee;

(d)  contains a statement to the effect that, as from registration of the transfer, the transferee holds the relevant shares non-beneficially;

(e)  sets out particulars of the relevant shares; and

(f)  is signed by or on behalf of the transferee.

1096A(5)  [Beneficial holding becomes non-beneficial]  

Where:

(a)  at a particular time, a person holds beneficially shares in a company; and

(b)  immediately after that time, the person holds non-beneficially particular shares (in this subsection called the ``relevant shares''), being any of the shares referred to in paragraph (a);

then, before the end of the period of 14 days beginning at that time, the person shall, whether or not the person recommences before the end of that period to hold any of the relevant shares beneficially, give to the company a notice that:

(c)  sets out the name and address of the person;

(d)  contains a statement to the effect that, after that time, the person holds the relevant shares non-beneficially;

(e)  specifies that time and sets out particulars of the relevant shares; and

(f)  is signed by or on behalf of the person.

1096A(6)  [Non-beneficial holding becomes beneficial]  

Where:

(a)  at a particular time, a person holds non-beneficially shares in a company; and

(b)  immediately after that time, the person holds beneficially particular shares (in this subsection called the ``relevant shares''), being any of the shares referred to in paragraph (a);

then, before the end of the period of 14 days beginning at that time, the person shall, whether or not the person recommences before the end of that period to hold any of the relevant shares non-beneficially, give to the company a notice that:

(c)  sets out the name and address of the person;

(d)  contains a statement to the effect that, after that time, the person holds the relevant shares beneficially;

(e)  specifies that time and sets out particulars of the relevant shares; and

(f)  is signed by or on behalf of the person.

1096A(7)  [Presumption of awareness]  

In proceedings under this section, a person shall, unless the contrary is established, be presumed to have been aware at a particular time of a circumstance of which an employee or agent of the person, being an employee or agent having duties or acting in relation to the transfer to, or ownership by, the person of a share or shares in the company concerned, was aware at that time.

1096A(8)  [Interpretation]  

In this section, unless the contrary intention appears:

``any'' includes all;

[``company''] (Repealed by No 156 of 1999, Sch 3, Pt 9 (effective 13 March 2000).

1096A(9)  [Presumption that shares held non-beneficially]  

For the purposes of this section and of section 216B:

(a)  where, at a particular time, a person:

(i) holds shares in a capacity other than that of sole beneficial owner; or

(ii) without limiting the generality of subparagraph (i), holds shares as trustee for, as nominee for, or otherwise on behalf of or on account of, another person;

the first-mentioned person shall be taken to hold the shares non-beneficially at that time; and

(b)  a person who holds shares at a particular time shall be taken to hold the shares beneficially at that time unless the person holds the shares non-beneficially at that time.