Commonwealth Numbered Regulations

CORPORATIONS REGULATIONS (AMENDMENT) 1998 No. 185 - REG 60

60.1 After Part 9.5, insert:

"CHAPTER 10-NATIONAL SCHEME PROVISIONS

"PART 10.1-TRANSFER OF REGISTRATION

"Division 1-Transfer of incorporation of recognised companies to this
jurisdiction (Corporations Law, ss 1362B (1) and (2)) Recognised companies may
apply for registration

"10.1.01. (1) A recognised company may lodge an application to be registered
as a company under section 1362B of the Corporations Law of this jurisdiction.

"(2) The ASC must grant the application if:

   (a)  regulation 10.1.02 does not prevent the ASC from registering the
        company; and

   (b)  the application is made in accordance with regulation 10.1.03.
        Externally-registered bodies corporate not to be registered

"10.1.02. The ASC must not register a recognised company if:

   (a)  the company is an externally-administered body corporate; or

   (b)  an application has been made to a court in Australia or elsewhere to
        wind up the company or for the approval of a compromise or arrangement
        between the company and another person, and has not been dealt with.
        Form and content of applications

"10.1.03. (1) An application by a recognised company under regulation 10.1.01
must be in accordance with Form 213.

"(2) The application must be accompanied by each of the following documents
that is not already held by the ASC:

   (a)  a certificate issued to the company, not earlier than 1 month before
        lodgment of the application, under the provisions of the Corporations
        Law of the jurisdiction in which the company is currently registered
        that correspond to Division 3;

   (b)  evidence acceptable to the ASC that regulation 10.1.02 does not
        prevent the ASC from registering the company under this Division;

   (c)  such other documents and information (if any) as the ASC requires by
        written notice given to the company. Registration

"10.1.04. (1) If the ASC grants an application under subregulation 10.1.01
(2), the ASC must:

   (a)  register the company as a company of the same type as it was in the
        jurisdiction in which it was registered immediately before its
        registration in accordance with this Division; and

   (b)  allocate to the company the same registration number that it had
        immediately before its registration in accordance with this Division.
        Effect of registration

"10.1.05. If a company is registered in accordance with this Division:

   (a)  the company is taken to be registered under the Corporations Law of
        this jurisdiction; and

   (b)  its constitution immediately before being so registered:

        (i)    continues to be its constitution immediately after being so
               registered; and

        (ii)   binds the company, its directors and members, and the secretary
               (if any) of the company accordingly. Certificates of
               registration

"10.1.06. (1) If a company is registered in accordance with this Division, the
ASC must issue a certificate that states:

   (a)  the company's name; and

   (b)  the company's ACN; and

   (c)  the company's type; and

   (d)  the date of registration in accordance with this Division. Note For
        the evidentiary value of a certificate of registration, see subsection
        1274 (7A) of the Corporations Law.

"(2) The ASC must keep a copy of the certificate.

"(3) The copy of the certificate is taken, for subsection 1274 (2) of the
Corporations Law, to be lodged. Registers and minute books

"10.1.07. If, immediately before the day on which a company is registered in
accordance with this Division, the company kept a register, or books,
mentioned in a law corresponding to section 168 or 271, or section 251A, of
the Corporations Law:

   (a)  the register is taken to be a register mentioned in section 168 or 271
        of the Law, as the case requires; and

   (b)  the books are taken to be books mentioned in section 251A of the  Law.

"Division 2-Transfer of incorporation of companies to other jurisdictions
(Corporations Law, s 1362B (3)) Approval of applications for certificates
authorising transfer applications

"10.1.08. (1) An application to the ASC for a certificate authorising a
company to apply for registration as a company under a law of another
jurisdiction corresponding to section 1362B of the Corporations Law of this
jurisdiction must be approved by a special resolution of the company.

"(2) The special resolution must be approved at a general meeting of the
company notice of which has been given to every member of the company.

"(3) A copy of the special resolution must be lodged within 14 days of the day
on which it was passed. Special resolutions may be set aside by Court order

"10.1.09. (1) Within 28 days after the passing of a special resolution
approving an application under regulation 10.1.08, a member, or members, of
the company having at least 10% of the votes capable of being cast on the
special resolution may apply in writing to the Court to have the resolution
set aside.

"(2) A member may, with the written consent of other members mentioned in
subregulation (1), apply on their behalf to the Court under that
subregulation.

"(3) The Court may order the special resolution to be set aside if the Court
is satisfied that the registration of the company in accordance with the
resolution would unfairly prejudice the applicant or applicants.

"(4) The Company must lodge a copy of the Court order within 14 days of the
day on which it was made. Applications for certificates authorising transfer
applications

"10.1.10. (1) A company may, in accordance with a special resolution of the
company, apply to the ASC for a certificate authorising the company to apply
for registration as a company under a law of another jurisdiction
corresponding to section 1362B of the Corporations Law of this jurisdiction.

"(2) An application under subregulation (1) must be in accordance with Form
214.

"(3) The application must be accompanied by:

   (a)  a declaration signed by the directors of the company or, if the
        company has more than 2 directors, a majority of the directors, to the
        effect that they have:

        (i)    inquired into the affairs of the company; and

        (ii)   formed an opinion at a meeting of directors that the company
               will be able to pay its debts as they fall due; and

   (b)  a report on the affairs of the company showing the assets and
        liabilities of the company up to the latest practicable date before
        the application was made. Issue of certificates to authorise transfer
        applications

"10.1.11. (1) On application in accordance with regulation 10.1.10, the ASC
must issue a certificate mentioned in that regulation if:

   (a)  the company has passed a special resolution approving the application
        for the certificate; and

   (b)  the company has given to its creditors, in a manner approved by the
        ASC, notice of its intention to apply for such a certificate; and

   (c)  the ASC is not aware of any failure of the company to comply with a
        requirement of the Corporations Law that applies to the company; and

   (d)  the ASC is not aware of any other reason why the certificate should
        not be granted; and

   (e)  both the Minister for this jurisdiction and the Minister for the other
        jurisdiction have consented in writing to the issue of the
        certificate.

"(2) The ASC must not issue the certificate within 28 days of the day on which
the application was made.

"(3) A certificate may be issued under subregulation (1) subject to such
conditions as are stated in the certificate.".