Corporations Act. Australia
variation, cancellation or modification, it takes effect:
(a) if no later date is specified in the resolution or consent — on the date of the resolution or consent; or
(b) on a later date specified in the resolution or consent.
246F Company must lodge documents and resolutions with ASIC
(1) A company must lodge with ASIC a notice in the prescribed form setting out particulars of any of the following:
(a) a division of shares in the company into classes if the shares were not previously so divided;
(b) a conversion of shares in a class of shares in the company into shares in another class.
Note: A proprietary company may also have to notify certain particulars under Part 2C.2.
(2) The notice must be lodged within 14 days after the division or conversion.
(3) A public company must lodge with ASIC a copy of each document (including an agreement or consent) or resolution that:
(a) does any of the following:
(i) attaches rights to issued or unissued shares;
(ii) varies or cancels rights attaching to issued or unissued shares;
(iii) varies or cancels rights of members in a class of members of a company that does not have a share capital;
(iv) binds a class of members; and
(b) is not already lodged with ASIC.
This also applies to a proprietary company that has applied under Part 2B.7 to change to a public company, while its application has not yet been determined.
(3A) An offence based on subsection (1) or (3) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(4) The document must be lodged within 14 days after it is made. The resolution must be lodged within 14 days after it is passed.
246G Member’s copies of documents and resolutions
(1) A member of a company may ask the company in writing for a copy of a document or resolution referred to in section 246F. The company must send the copy to the member.
(1A) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
(2) If the company requires the member to pay for the copy, the company must send it:
(a) within 7 days after the company receives the payment; or
(b) within any longer period approved by ASIC.
(3) The amount of any payment the company requires cannot exceed the prescribed amount.
(4) If the company does not require payment for the copy, the company must send it:
(a) within 7 days after the member asks for it; or
(b) within any longer period approved by ASIC.
Part 2F.3 — Inspection of books
247A Order for inspection of books of company or registered managed investment scheme
(1) On application by a member of a company or registered managed investment scheme, the Court may make an order:
(a) authorising the applicant to inspect books of the company or scheme; or
(b) authorising another person (whether a member or not) to inspect books of the company or scheme on the applicant’s behalf.
The Court may only make the order if it is satisfied that the applicant is acting in good faith and that the inspection is to be made for a proper purpose.
(2) A person authorised to inspect books may make copies of the books unless the Court orders otherwise.
(3) A person who:
(a) is granted leave under section 237; or
(b) applies for leave under that section; or
(c) is eligible to apply for leave under that section;
may apply to the Court for an order under this section.
(4) On application, the Court may make an order authorising:
(a) the applicant to inspect books of the company; or
(b) another person to inspect books of the company on the applicant’s behalf.
(5) The Court may make the order only if it is satisfied that:
(a) the applicant is acting in good faith; and
(b) the inspection is to be made for a purpose connected with:
(i) applying for leave under section 237; or
(ii) bringing or intervening in proceedings with leave under that section.
(6) A person authorised to inspect books may make copies of the books unless the Court orders otherwise.
247B Ancillary orders
If the Court makes an order under section 247A, the Court may make any other orders it considers appropriate, including either or both of the following:
(a) an order limiting the use that a person who inspects books may make of information obtained during the inspection;
(b) an order limiting the right of a person who inspects books to make copies in accordance with subsection 247A(2).
247C Disclosure of information acquired in inspection
(1) A person who inspects books on behalf of an applicant under section 247A must not disclose information obtained during the inspection.
(2) Subsection (1) does not apply to the extent that the disclosure is to:
(a) ASIC; or
(b) the applicant.
Note: A defendant bears an evidential burden in relation to the matter in subsection (2), see subsection 13.3(3) of the Criminal Code.
(3) An offence based on subsection (1) is an offence of strict liability.
Note: For strict liability, see section 6.1 of the Criminal Code.
247D Company or directors may allow member to inspect books (replaceable rule see section 135)
The directors of a company, or the company by a resolution passed at a general meeting, may authorise a member to inspect books of the company.
Part 2F.4 — Proceedings against a company by members and others
247E Shareholding does not prevent compensation claim
A person is not prevented from obtaining damages or other compensation from a company only because the person:
(a) holds, or has held, shares in the company; or
(b) has subscribed for shares in the company; or
(c) has a right to be included in the register that the company maintains under section 169.
Chapter 2G — Meetings
Part 2G.1 — Directors’ meetings
Division 1 — Resolutions and declarations without meetings
248A Circulating resolutions of companies with more than 1 director (replaceable rule see section 135)
Resolutions