Corporations Act - Australia

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jurisdiction or elsewhere or a similar expression.

      (2) The expression outside this jurisdiction includes places outside Australia.

      102C In Australia

      In Australia means in Australia (whether in this jurisdiction or not).

      Note: This definition is needed if there is a State that is not a referring State. If all the States are referring States, every place in Australia will also be in this jurisdiction.

      103 Effect of certain contraventions of this Act

      (1) This section has effect except so far as this Act otherwise provides.

      (2) An act, transaction, agreement, instrument, matter or thing is not invalid merely because of:

      (a) a contravention of section 115, 208, 209, 601CA or 601CD; or

      (b) a failure to comply with a requirement of this Act that a person cause a notice, or a copy of a document, to be published in the Gazette or in a newspaper.

      Note: Section 1101H provides that a failure to comply with requirements of Chapter 7 generally does not affect the validity or enforceability of any transaction, contract or other arrangement.

      (4) In this section:

      invalid includes void, voidable and unenforceable.

      (5) Nothing in this section limits the generality of anything else in it.

      104 Effect of provisions empowering a person to require or prohibit conduct

      Where, in accordance with a provision of this Act other than the replaceable rules, a person requires another person to do, or prohibits another person from doing, a particular act, that provision is taken to require the other person to comply with the requirement or prohibition, as the case may be.

      105 Calculation of time

      Without limiting subsection 36(1) of the Acts Interpretation Act 1901, in calculating how many days a particular day, act or event is before or after another day, act or event, the first‑mentioned day, or the day of the first‑mentioned act or event, is to be counted but not the other day, or the day of the other act or event.

      106 Performance of functions by Commission delegate

      For the purpose of the performance of a function, or the exercise of a power, under this Act by a Commission delegate, a reference to ASIC in a provision of this Act relating to the performance of the function, or the exercise of the power, includes a reference to the Commission delegate.

      107 Notice in relation to top 20 members of a class

      For the purposes of subsection 163(3B), section 178B and paragraph 601BC(2)(lc), if 2 or more members in the top 20 members of a class of shares each hold the same number of shares, details of each of those members must be included in any notice given in relation to those provisions.

      108 Parts of dollar to be disregarded in determining majority in value of creditors etc.

      In determining whether a majority in value of creditors, or a particular proportion in value of creditors, has passed a resolution or done any other act or thing, if a creditor’s debt consists of a number of whole dollars and a part of a dollar, the part of the dollar is to be disregarded.

      109 References to persons, things and matters

      (1) Except so far as the contrary intention appears, a provision of this Act is to be interpreted in such a manner that any 2 or more references in the provision are capable of having the same referent or referents, or of having a referent or referents in common, as the case requires.

      (2) In subsection (1), referent, in relation to a reference in a provision, means:

      (a) in so far as the reference is interpreted as being in the singular number — a person to whom, or a thing or matter to which; or

      (b) in so far as the reference is interpreted as being in the plural number — any one or 2 or more persons to whom, or of 2 or more things or matters to which;

      the reference is taken, in the application of the provision, to refer.

      109X Service of documents

      (1) For the purposes of any law, a document may be served on a company by:

      (a) leaving it at, or posting it to, the company’s registered office; or

      (b) delivering a copy of the document personally to a director of the company who resides in Australia or in an external Territory; or

      (c) if a liquidator of the company has been appointed — leaving it at, or posting it to, the address of the liquidator’s office in the most recent notice of that address lodged with ASIC; or

      (d) if an administrator of the company has been appointed — leaving it at, or posting it to, the address of the administrator in the most recent notice of that address lodged with ASIC.

      (2) For the purposes of any law, a document may be served on a director or company secretary by leaving it at, or posting it to, the alternative address notified to ASIC under subsection 5H(2), 117(2), 205B(1) or (4) or 601BC(2). However, this only applies to service on the director or company secretary:

      (a) in their capacity as a director or company secretary; or

      (b) for the purposes of a proceeding in respect of conduct they engaged in as a director or company secretary.

      (3) Subsections (1) and (2) do not apply to a process, order or document that may be served under section 9 of the Service and Execution of Process Act 1992.

      (6) This section does not affect:

      (a) any other provision of this Act, or any provision of another law, that permits; or

      (b) the power of a court to authorise;

      a document to be served in a different way.

      (7) This section applies to provisions of a law dealing with service whether it uses the expression “serve” or uses any other similar expression such as “give” or “send”.

      Part 1.2A — Disclosing entities

      Division 1 — Object of Part

      111AA Object of Part

      The object of this Part is:

      (a) to define disclosing entity and other key terms relevant to disclosing entities (this is done in Division 2); and

      (b) to outline the significance for this Act of being a disclosing entity (this is done in Division 3); and

      (c) to provide for exemptions from, and modifications of, the special requirements imposed by this Act in relation to disclosing entities (this is done in Division 4).

      Division 2 — Definitions

      111AB Terms defined in Division

      This Division contains definitions of the following terms:

      (a) disclosing entity (section 111AC);

      (b) ED securities (section 111AD);

      (c) ED securities of a disclosing entity (section 111AK);

      (d) listed disclosing entity (subsection 111AL(1));

      (e) quoted ED securities (section 111AM);

      (f) unlisted disclosing entity (subsection 111AL(2)).

      111AC Disclosing entity

      (1)

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