Corporations Legislation Amendment Act 2003 (24 of 2003)

Schedule 1 Repeal of annual return requirements

Corporations Act 2001

22 At the end of Chapter 2C

Add:

Part 2C.2 - Notice by proprietary companies of changes to member register

178A Notice of change to member register

(1) A proprietary company must notify ASIC within the time determined under section 178D and in the prescribed form, if:

(a) it is required to add or alter a particular in the register it maintains under section 169; and

(b) the particular is one required to be kept under any of the following:

(i) subsection 169(1) (name and address and date of entry of member's name into register);

(ii) paragraph 169(3)(b) (number of shares in each allotment to the member);

(iii) paragraph 169(3)(c) (the number of shares held by the member);

(iv) paragraph 169(3)(d) (the class of shares held by the member);

(v) paragraph 169(3)(ea) (the amount paid on the member's shares);

(vi) paragraph 169(3)(eb) (whether the member's shares are fully paid);

(vii) paragraph 169(3)(f) (the amount unpaid, if any, on the member's shares);

(viii) subsection 169(5A) (statement whether any of the member's shares are held beneficially).

(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.

178B Top 20 only

If a proprietary company has more than 20 members, the company is only required to notify additions or alterations of particulars under section 178A that relate to a person who is, or as a result of the addition or alteration will become, a top 20 member of a class of the company.

Note: See also section 107.

178C Notice of change to share structure

(1) A proprietary company that is required to notify ASIC under section 178A of an addition or alteration must also notify ASIC, at the same time, of any of the following details in relation to the company that are different from the details previously notified to ASIC:

(a) the total number of the company's shares on issue;

(b) the classes into which the shares are divided;

(i) the total number of shares for the class;

(ii) the total amount paid up for the class;

(iii) the total amount unpaid for the class.

(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.

178D Time within which ASIC must be notified

A proprietary company must notify ASIC under section 178A within the time determined by this table.

Time within which the company must notify ASIC
Item	If the need to add or alter a particular arises in connection with this event...	The company must notify ASIC within this time...
1	the Court orders the company to correct its member register kept under section 169	at the same time that it notifies ASIC of the correction under subsection 175(3)
2	the company divides shares into classes, or converts shares of a class into shares of another class	within the time within which it must notify ASIC of the particulars of the division or conversion under subsection 246F(1)
3	the company issues shares	within the time within which it must notify ASIC of the particulars of the issue under subsection 254X(1)
4	the company reduces its share capital	within the time within which it must notify ASIC of shareholder approval of the reduction under subsection 256C(3)
5	an event not covered by items 1 to 4	within 28 days after the day on which it adds or alters the particular in the register

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