Corporations Act - Australia

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      58AA Meaning of court and Court

      (1) Subject to subsection (2), in this Act:

      court means any court.

      Court means any of the following courts:

      (a) the Federal Court;

      (b) the Supreme Court of a State or Territory;

      (c) the Family Court of Australia;

      (d) a court to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.

      (2) Except where there is a clear expression of a contrary intention (for example, by use of the expression “the Court”), proceedings in relation to a matter under this Act may, subject to Part 9.6A, be brought in any court.

      Note: The matters dealt with in Part 9.6A include the applicability of limits on the jurisdictional competence of courts.

      58B Discharge of obligations under this Act

      (2) Subject to subsection (3), an act required to be done under this Act may, for the purposes of this Act, be done anywhere in Australia, whether in or outside this jurisdiction.

      (3) Nothing in subsection (2) affects the operation of any provision of this Act that:

      (a) expressly requires a particular act to be done in this jurisdiction; or

      (b) expressly or by implication permits a particular act to be done outside Australia.

      59 Debentures as consideration for acquisition of shares

      A reference to a body corporate that offers debentures as consideration for the acquisition of shares in a body corporate includes a reference to a body corporate that offers a cash sum as consideration for the acquisition of shares where it is to be a term of the contract for the acquisition of those shares that the offeree makes, or that the sum is applied in whole or in part in making, a payment by way of deposit with, or loan to, the body corporate that offers the sum.

      60 Declaration of relevant relationships

      Administrator

      (1) In this Act, a declaration of relevant relationships, in relation to an administrator of a company under administration, means a written declaration:

      (a) stating whether any of the following:

      (i) the administrator;

      (ii) if the administrator’s firm (if any) is a partnership — a partner in that partnership;

      (iii) if the administrator’s firm (if any) is a body corporate — that body corporate or an associate of that body corporate;

      has, or has had within the preceding 24 months, a relationship with:

      (iv) the company; or

      (v) an associate of the company; or

      (vi) a former liquidator, or former provisional liquidator, of the company; or

      (vii) a person who is entitled to enforce a security interest in the whole, or substantially the whole, of the company’s property (including any PPSA retention of title property); and

      (b) if so, stating the administrator’s reasons for believing that none of the relevant relationships result in the administrator having a conflict of interest or duty.

      Liquidator

      (2) In this Act, a declaration of relevant relationships, in relation to a liquidator of a company, means a written declaration:

      (a) stating whether any of the following:

      (i) the liquidator;

      (ii) if the liquidator’s firm (if any) is a partnership — a partner in that partnership;

      (iii) if the liquidator’s firm (if any) is a body corporate — that body corporate or an associate of that body corporate;

      has, or has had within the preceding 24 months, a relationship with:

      (iv) the company; or

      (v) an associate of the company; or

      (vi) a former liquidator, or former provisional liquidator, of the company; or

      (vii) a former administrator of the company; or

      (viii) a former administrator of a deed of company arrangement executed by the company; and

      (b) if so, stating the liquidator’s reasons for believing that none of the relevant relationships result in the liquidator having a conflict of interest or duty.

      64 Entering into a transaction in relation to shares or securities

      A reference in Chapter 6 to entering into a transaction in relation to shares or securities includes a reference to:

      (a) entering into, or becoming a party to, a relevant agreement in relation to the shares or securities; and

      (b) exercising an option to have the shares or securities allotted.

      64A Entities

      Except in Chapter 2E, a reference to an entity:

      (a) is a reference to a natural person, a body corporate (other than an exempt public authority), a partnership or a trust; and

      (b) includes, in the case of a trust, a reference to the trustee of the trust.

      64B Entities connected with a corporation

      Body corporate

      (1) A body corporate is connected with a corporation if, and only if, the corporation:

      (a) can control, or influence materially, the body’s activities or internal affairs; or

      (b) is a member of the body; or

      (c) is in a position to cast, or to control the casting of, a vote at a general meeting of the body; or

      (d) has power to dispose of, or to exercise control over the disposal of, a share in the body; or

      (e) is financially interested in the body’s success or failure or apparent success or failure; or

      (f) is owed a debt by the body; or

      (g) is engaged by the body under a contract for services; or

      (h) acts as agent for the body in any transaction or dealing.

      Natural person

      (2) A natural person is connected with a corporation if, and only if, the corporation:

      (a) is a trustee of a trust under which the person is capable of benefiting; or

      (b) is engaged by the person under a contract for services; or

      (c) acts as agent for the person in any transaction or dealing; or

      (d) is an attorney of the person under a power of attorney; or

      (e) has appointed the person as the corporation’s attorney under a power of attorney; or

      (f) is given financial, business or legal advice by the person in the performance of the functions attaching to the person’s professional capacity.

      Partnership

      (3) A partnership is connected with a corporation if, and only if, the corporation:

      (a) is a partner in the partnership; or

      (b) can control, or influence materially, the partnership’s activities or internal affairs; or

      (c) is financially interested in the partnership’s success or failure or apparent success or failure; or

      (d)

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