Corporations Act. Australia
not to be a managed investment scheme.
Note: Paragraph (c) — A partnership with less than 20 members will usually not require registration because of paragraph 601ED(1)(a) and under section 115 a partnership with more than 20 members can only operate if covered by regulations made for the purposes of subsection 115(2).
manager has a meaning affected by section 90.
managerial or executive office has the meaning given by section 200AA.
managing controller, in relation to property of a corporation, means:
(a) a receiver and manager of that property; or
(b) any other controller of that property who has functions or powers in connection with managing the corporation;
and has a meaning affected by paragraph 434G(b) (which deals with 2 or more persons appointed as managing controllers).
marketable securities means debentures, stocks, shares or bonds of any Government, of any local government authority or of any body corporate, association or society, and includes any right or option in respect of shares in any body corporate and any interest in a managed investment scheme.
market bid means a takeover bid made under Chapter 6 as a market bid (see section 616).
market integrity rules, when used in a provision outside Chapter 7, has the same meaning as it has in Chapter 7.
market traded option means an option declared by an operator of a prescribed financial market to be a market traded option.
member:
(a) in relation to a managed investment scheme¾means a person who holds an interest in the scheme; or
(e) in relation to a company — a person who is a member under section 231.
members’ voluntary winding up means a winding up under Part 5.5 where a declaration has been made and lodged pursuant to section 494.
minerals means minerals in any form, whether solid, liquefied or gaseous and whether organic or inorganic.
minimum holding buy‑back means a buy‑back of all of a holder’s shares in a listed corporation if the shares are less than a marketable parcel within the meaning of the rules of the relevant financial market.
mining purposes means any or all of the following purposes:
(a) prospecting for ores, metals or minerals;
(b) obtaining, by any mode or method, ores, metals or minerals;
(c) the sale or other disposal of ores, metals, minerals or other products of mining;
(d) the carrying on of any business or activity necessary for, or incidental to, any of the foregoing purposes;
whether in Australia or elsewhere, but does not include quarrying operations for the sole purpose of obtaining stone for building, roadmaking or similar purposes.
misconduct includes fraud, negligence, default, breach of trust and breach of duty.
modifications includes additions, omissions and substitutions.
money includes a payment order.
national newspaper means a daily newspaper that circulates generally in each State and each internal Territory.
NCSC means the National Companies and Securities Commission.
necessary transfer documents for the transfer of securities to a person means the documents that are sufficient to enable the person to become the holder of the securities.
negative, in relation to a document, means a transparent negative photograph used, or intended to be used, as a medium for reproducing the contents of the document, and includes a transparent photograph made from surface contact with the original negative photograph.
negative solvency resolution means a resolution by the directors of a company that, in their opinion, there are not reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
negotiable instrument, in relation to a body corporate, means:
(a) a bill of exchange, promissory note, cheque or other negotiable instrument; or
(b) an indorsement on, or order in, a bill of exchange, promissory note, cheque or other negotiable instrument; or
(c) a letter of credit;
of, or purporting to be issued or signed by or on behalf of, the body.
no liability company means a company that is registered as, or converts to, a no liability company under this Act.
Note 1: A no liability company can be registered under section 118 or 601BD. A company can convert to a no liability company under Part 2B.7.
Note 2: A no liability company must have solely mining purposes and have no contractual right to recover unpaid calls (see subsection 112(2)).
non‑audit services provider for an auditor conducting an audit means a person who:
(a) is not a professional member of the audit team conducting the audit of the audited body; and
(b) is either:
(i) if the auditor is an individual auditor — an employee of the individual auditor (or of an entity acting for, or on behalf of, the individual auditor); or
(ii) if the auditor is an audit firm — a member of the audit firm or senior manager of the audit firm (or of an entity acting for, or on behalf of, the audit firm); or
(iii) if the auditor is an audit company — a director of the audit company or a senior manager of the audit company (or of an entity acting for, or on behalf of, the audit company); and
(c) provides, or has provided, services (other than services related to the conduct of an audit) to the audited body.
non‑voting share, in relation to a body corporate, means an issued share in the body that is not a voting share in the body.
notice includes a circular and an advertisement.
of, in relation to financial products, means, in the case of interests in a managed investment scheme, made available by.
offence means an offence against a law of the Commonwealth or a State or Territory.
offence based on a particular provision of this Act means, unless a contrary intention appears:
(a) if that provision creates an offence — an offence against that provision, or an offence against section 1314 that relates to that provision; or
(b) if section 1311 creates an offence relating to that provision — an offence against section 1311 or 1314 that relates to that provision.
offer information statement means an offer information statement that is lodged with ASIC.
offer period for a takeover bid is the period for which offers under the bid remain open.
officer of a corporation means:
(a) a director or secretary of the corporation; or
(b) a person:
(i) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or
(ii) who has the capacity to affect significantly the corporation’s financial standing; or
(iii) in accordance with whose instructions or