Corporations Act 2001

CHAPTER 2J - TRANSACTIONS AFFECTING SHARE CAPITAL  

Note: This Chapter is modified for CCIVs: see Division 2 of Part 8B.4 .

PART 2J.3 - FINANCIAL ASSISTANCE  

Note: This Part does not apply to a CCIV: see section 1231L .

SECTION 260B   SHAREHOLDER APPROVAL  
Approval by company ' s own shareholders

260B(1)    
Shareholder approval for financial assistance by a company must be given by:

(a)    a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by the person acquiring the shares (or units of shares) or by their associates; or

(b)    a resolution agreed to, at a general meeting, by all ordinary shareholders.

Approval by shareholders of listed holding corporation

260B(2)    
If the company will be a subsidiary of a listed domestic corporation immediately after the acquisition referred to in section 260A occurs, the financial assistance must also be approved by a special resolution passed at a general meeting of that corporation.

Approval by shareholders in ultimate Australian holding company

260B(3)    
If, immediately after the acquisition, the company will have a holding company that:

(a)    is a domestic corporation but not listed; and

(b)    is not itself a subsidiary of a domestic corporation;

the financial assistance must also be approved by a special resolution passed at a general meeting of the body corporate that will be the holding company.

Information to accompany the notice of meeting

260B(4)    
A company or other body that calls a meeting for the purpose of subsection (1) , (2) or (3) must include with the notice of the meeting a statement setting out all the information known to the company or body that is material to the decision on how to vote on the resolution. However, the company or body does not have to disclose information if it would be unreasonable to require the company or body to do so because the company or body had previously disclosed the information to its members.

Documents to be lodged with the ASIC before notice of meeting is sent out

260B(5)    
Before the notice of a meeting for the purpose of subsection (1) , (2) or (3) is sent to members of a company or other body, the company or body must lodge with ASIC a copy of:

(a)    the notice of the meeting; and

(b)    any document relating to the financial assistance that will accompany the notice of the meeting sent to the members.

260B(6)    
The company must lodge with ASIC, at least 14 days before giving the financial assistance, a notice in the prescribed form stating that the assistance has been approved under this section.

Lodgment of special resolutions

260B(7)    
A special resolution passed for the purpose of subsection (1) , (2) or (3) must be lodged with ASIC by the company, listed domestic corporation or holding company within 14 days after it is passed.