Corporations Act - Australia

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Division.

      111AK ED securities of a disclosing entity

      For the purposes of this Act, ED securities because of which (having regard to section 111AC) a disclosing entity is such an entity are ED securities of the entity.

      111AL Listed or unlisted disclosing entity

      (1) For the purposes of this Act, a disclosing entity is a listed disclosing entity if all or any ED securities of the entity are quoted ED securities.

      (2) For the purposes of this Act, a disclosing entity that is not a listed disclosing entity is an unlisted disclosing entity.

      111AM Quoted ED securities

      For the purposes of this Act, ED securities are quoted ED securities if they are ED securities because of section 111AE.

      Division 3 — Significance of being a disclosing entity

      111AN Division contains outline of significance of being a disclosing entity

      This Division outlines the significance for this Act of being a disclosing entity.

      111ANA Requirements relating to remuneration recommendations in relation to key management personnel

      There are special requirements in Part 2D.8 for remuneration recommendations in relation to key management personnel for disclosing entities that are companies.

      111AO Accounting requirements

      A disclosing entity incorporated or formed in Australia has to prepare financial statements and reports for half‑years as well as full financial years. These requirements are set out in Chapter 2M.

      111AP Continuous disclosure requirements

      (1) A disclosing entity is subject to the continuous disclosure requirements of sections 674 and 675.

      111AQ Prospectus relief

      Section 713 applies (subject to certain qualifications) to prospectuses for quoted ED securities of disclosing entities. The section’s requirements for the content of prospectuses are less comprehensive than those that apply to other prospectuses under section 710.

      111AQA Product Disclosure Statement relief

      Obligations that apply to disclosing entities can be taken into account in deciding what information should be included in a Product Disclosure Statement — see section 1013FA and paragraph 1013F(2)(d).

      Division 4 — Exemptions and modifications

      111AR Meaning of disclosing entity provisions

      (1) For the purposes of this Division, the disclosing entity provisions are the provisions of the following:

      (a) Chapter 2M as it applies to disclosing entities;

      (d) sections 674 and 675.

      (2) A reference in subsection (1) to a Part, Division or section includes a reference to regulations in force for the purposes of the Part, Division or section.

      111AS Exemptions by regulations

      (1) The regulations may exempt specified persons from all or specified disclosing entity provisions:

      (a) either generally or as otherwise specified; and

      (b) either unconditionally or subject to specified conditions.

      (2) Without limiting subsection (1), an exemption may relate to specified securities.

      111AT Exemptions by ASIC

      (1) ASIC may, by writing, exempt specified persons from all or specified disclosing entity provisions:

      (a) either generally or as otherwise specified; and

      (b) either unconditionally or subject to specified conditions.

      (2) Without limiting subsection (1), an exemption may relate to specified securities.

      (3) ASIC must cause a copy of an exemption to be published in the Gazette.

      111AU Enforcing conditions of exemptions

      (1) A person must not intentionally or recklessly contravene a condition to which an exemption under section 111AS or 111AT is subject.

      (2) If a person contravenes such a condition, the Court may, on the application of ASIC, order the person to comply with the condition.

      111AV Modifications by regulations

      (1) The regulations may make modifications of all or specified disclosing entity provisions.

      (2) Without limiting subsection (1), a modification may relate to specified securities.

      111AW Exemptions and modifications have effect

      Exemptions and modifications under this Division have effect accordingly.

      111AX Effect of Division

      Nothing in this Division limits, or is limited by, any other exemption or modification power (for example, section 340, 341 or 741).

      Part 1.4 — Technical provisions about aids for readers

      111J Small business guide

      (1) If, because of:

      (a) regulations made under this Act; or

      (b) instruments issued by ASIC under this Act;

      the small business guide as set out in Part 1.5 has become out of date, the regulations may set out modifications of the guide that would bring it up to date. The guide then is to be read as if it were so modified.

      (2) The small business guide is divided into sections (numbered 1, 2, 3…) and the sections are divided into paragraphs (numbered 1.1, 1.2, 1.3…). For example, a reference in the guide to 3.1 is a reference to paragraph 3.1 of the guide.

      Part 1.5 — Small business guide

      This guide summarises the main rules in the Corporations Act (the Corporations Act 2001) that apply to proprietary companies limited by shares — the most common type of company used by small business. The guide gives a general overview of the Corporations Act as it applies to those companies and directs readers to the operative provisions in the Corporations Act.

      The notes in square brackets at the end of paragraphs in the guide indicate the main provisions of the Corporations Act, the regulations made under the Corporations Act, and ASIC Practice Notes that are relevant to the information in the paragraphs.

      Other Commonwealth, State and Territory laws also impose obligations on proprietary companies and their operators.

      1 What registration means

      1.1 Separate legal entity that has its own powers

      As far as the law is concerned, a company has a separate legal existence that is distinct from that of its owners, managers, operators, employees and agents. A company has its own property, its own rights and its own obligations. A company’s money and other assets belong to the company and must be used for the company’s purposes.

      A company has the powers of an individual, including the powers to:

      • own and dispose of property and other assets

      • enter into

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