COMPANIES REGULATIONS (Repealed)

This reprint shows the Regulations as in force at 15 August 1985. Any amendments that commence after that date are not included.

agent means the person named in a memorandum of appointment or power of attorney lodged under paragraph (e) of subsection (1), or under sub- section (8), of section 346 of the Ordinance or under any corresponding previous law of the Territory.

In these Regulations, a reference to a form by number shall be read as a reference to the form so numbered in the Second Schedule.

Subject to these Regulations, where a provision of the Ordinance or of these Regulations is specified in the first column of the First Schedule, the form set out in the Second Schedule the number of which is specified in the third column of the First Schedule opposite to that provision is prescribed as the form to be used for the purposes of that provision in relation to the matter or thing described in the second column of the First Schedule opposite to that provision.

Strict compliance with the forms contained in the Second Schedule is not necessary, and substantial compliance is sufficient.

A form prescribed by these Regulations shall be completed in accordance with such directions as are specified in the form as so prescribed.

A document to be lodged with the Registrar in pursuance of the Ordinance or these Regulations shall comply with the following requirements:

(i) in the case of a document on paper of less than foolscap folio size - not less than 216 millimetres deep by 140 millimetres wide; and

(b) subject to the Ordinance, the document shall be printed or hand-written and shall be clearly legible;

(d) subject to paragraph (e), the document shall have margins of not less than 26 millimetres on the left-hand side and not less than 13 millimetres on the right-hand side;

(ii) each sheet shall have a margin of not less than 26 millimetres on the side on which it is bound in addition to any space required for binding;

(f) where the document comprises more than 20 sheets, it shall be bound securely inside a durable and flexible cover;

(g) the document shall be folded lengthwise and, as so folded, shall have endorsed on the outside:

(i) on the upper left-hand corner - the registered number allotted by the Registrar to the corporation to which the document relates;

(iii) the title of the document (being, if the document is a form prescribed by these Regulations, the same as the heading to the form);

(iv) the name, address and telephone number of the solicitor or other person by, or on whose behalf, the document is lodged; and

"Lodged in the office of the Registrar of Companies on Registrar of Companies."; and

(h) where the document is a form relating to a no liability company, the form shall be completed by inserting the words "No Liability" in place of the word "Limited".

(1) For the purposes of paragraph (h) of subsection (1) of section 39 of the Ordinance, a copy of a consent shall be verified by a person declaring by statutory declaration that he has compared the copy with the original consent and that it is a true copy of the consent of which it purports to be a copy.

(2) For the purposes of paragraph (c) of subsection (2) of section 42 of the Ordinance, a copy of a consent or a material contract shall be verified by a person declaring by statutory declaration that he has compared the copy with the original consent or contract and that it is a true copy of the consent or contract of which it purports to be a copy.

(3) For the purposes of paragraph (c) of subsection (2) of section 42 of the Ordinance, a memorandum giving particulars of a contract not reduced into writing shall be verified by a director, manager or secretary of the corporation concerned declaring by statutory declaration:

(4) For the purposes of subsection (3) of section 54 of the Ordinance, a copy of a contract shall be verified by a person declaring by statutory declaration that he has compared the copy with the original contract and that it is a true copy of the contract of which it purports to be a copy.

(5) For the purposes of subsection (3) of section 78 of the Ordinance, a copy of a deed shall be verified by a person declaring by statutory declaration that he has compared the copy with the original deed and that it is a true copy of the deed of which it purports to be a copy.

(6) For the purposes of subsection (1) of section 234 of the Ordinance, a statement of affairs of a company shall be verified by statutory declaration in accordance with Form 57 made by the person who submits, or by each of the persons who submit, the statement to the liquidator of the company under subsection (2) of that section.

(7) For the purposes of paragraph (a) of subsection (1) of section 346 of the Ordinance, a certified copy of a document referred to in that paragraph is a copy that has, within the period of 3 months immediately preceding the day on which it is lodged with the Registrar or within such further period as the Registrar permits, been certified to be a true copy by an official holding or purporting to hold an office corresponding to that of the Registrar in the State, Territory or country in which the foreign company concerned is formed or incorporated.

(8) For the purposes of paragraph (b) of subsection (1) of section 346 of the Ordinance, a certified copy of a document referred to in that paragraph is a copy that has, within the period of 3 months immediately preceding the day on which it is lodged with the Registrar or within such further period as the Registrar permits, been certified to be a true copy:

(a) by an official holding or purporting to hold an office corresponding to that of the Registrar in the State, Territory or country in which the foreign company concerned is formed or incorporated;

(9) For the purposes of paragraph (e) of subsection (1) of section 346 of the Ordinance, the manner of verification of a memorandum of appointment or power of attorney is by statutory declaration made by a person declaring that he was present and did see:

(a) the seal of the foreign company duly affixed to the memorandum of appointment or power of attorney; or

(b) the memorandum of appointment or power of attorney duly executed on behalf of the foreign company in such manner as to be binding on the company.

(10) For the purposes of subsection (2) of section 346 of the Ordinance, the manner of verification by statutory declaration of a copy of the deed or document referred to in that subsection is by statutory declaration made by a director, manager or secretary, or by the agent, of the foreign company declaring that he has compared the copy with the original deed or document and that it is a true copy of the deed or document of which it purports to be a copy.

(1) For the purposes of section 231 of the Ordinance, the security for the due fulfilment of the duties of an official liquidator is:

(a) a bond in the amount of 10,000 dollars to the Territory with an approved surety in the amount of 10,000 dollars, in accordance with Form 62A; or

(b) a deposit with the Treasurer of 10,000 dollars in cash or of approved securities to that amount.

(a) an approved surety is any corporation approved for that purpose by the Companies Auditors Board; and

(b) an approved security is any security in which trustees are authorized by law to invest.

(3) An approved security deposited with the Treasurer under this regulation shall be transferred to the Treasurer.

(4) While any cash or approved security is deposited with the Treasurer under this regulation, the depositor shall be entitled to any interest accruing from the cash or security.

(5) If the Treasurer is satisfied that an official liquidator who has deposited cash or approved securities with him under this regulation has not duly fulfilled his duties as an official liquidator, the Treasurer may appropriate the cash or sell the securities and shall apply the cash or the proceeds arising from the sale in the following order:

(a) in repaying the costs and expenses occasioned by and arising out of the failure of the official liquidator to fulfil his duties as such;

(b) in compensating any person who, in the opinion of the Companies Auditors Board, has suffered loss as a result of the failure of the official liquidator to fulfil his duties as such; and

(c) in refunding to the official liquidator or his successor in title or nominee any balance remaining after the payment of the costs, expenses and compensation referred to in paragraphs (a) and (b).

(6) On application being made to the Treasurer to transfer any cash or approved securities deposited with the Treasurer under this regulation to the person who deposited them or to his successor in title or nominee, the Treasurer shall transfer the cash or securities accordingly if the application is accompanied by a certificate by the Companies Auditors Board that it is satisfied that the person has ceased to be an official liquidator and has, while he was an official liquidator, to the best of the knowledge and belief of the Board duly fulfilled his duties as an official liquidator.

(1) Where a copy of a prospectus lodged with the Registrar under paragraph (a) of subsection (2) of section 42 of the Ordinance is signed by an agent of a director or proposed director authorized in writing, the authority or a verified copy of the authority shall be annexed to the copy of the prospectus lodged with the Registrar.

(2) Where a statement in lieu of prospectus lodged with the Registrar for registration under subsection (1) of section 50 of the Ordinance is, under paragraph (a) of subsection (2) of section 51 of the Ordinance, signed by an agent of a director or proposed director authorized in writing, the authority or a verified copy of the authority shall be annexed to the statement in lieu of prospectus lodged with the Registrar.

(3) Where a statement of the amount or rate of commission and brokerage lodged with the Registrar under paragraph (c) of subsection (1) of section 58 of the Ordinance or under subsection (3) of that section is signed by an agent of a director or proposed director authorized in writing, the authority or a verified copy of the authority shall be annexed to the statement lodged with the Registrar.

(4) Where a consent of a person to act as a director lodged with the Registrar under subsection (1) of section 115 of the Ordinance is signed by an agent of that person authorized in writing for the purpose, the authority or a verified copy of the authority shall be annexed to the consent lodged with the Registrar.

(1) For the purposes of paragraph (b) of subsection (2) of section 78 of the Ordinance, the following are the matters and things required to be included in a deed:

(a) such particulars as are sufficient to disclose the nature of the undertaking, scheme, enterprise or investment contract, and the nature of the interests, to which the deed relates;

(b) a provision expressly appointing a company (being a company that has been approved by the Minister) as trustee for or representative of the holders of the interests to which the deed relates;

(c) except where no property is to be vested in the trustee or representative, a provision creating a trust, or containing a declaration of trust, and setting out full particulars of the trust, including precise information as to the circum-stances in which the money, marketable securities, investments and other property subject to the trust are or will be vested in the trustee or representative, and the duties and obligations of the trustee or representative towards the holders of those interests in regard to that property;

(ii) the retirement, removal and replacement of the management company or, if the management company is not liable to be removed by the trustee or representative or by the interest holders, a statement of that fact;

(iii) the appointment, retirement, removal and replacement of the auditor of the accounts relating to interests under the deed;

(iv) the duration, if ascertainable, of the undertaking, scheme, enterprise or investment contract or, if the duration is not ascertainable, a statement of that fact; and

(v) the termination or winding up of the undertaking, scheme, enterprise or investment contract;

(da) provisions binding the management company and the trustee or representative, respectively, that the management company or the trustee or representative, as the case may be, will not:

(i) invest any moneys available for investment under the deed in any interest unless a deed approved for the purposes of Division 5 of Part IV of the Ordinance, or of a corresponding law of a proclaimed State, relates to that interest; or

(ii) vest any property comprising an interest, or part of an interest, to which the deed relates in a trustee or representative other than a trustee or representative appointed by a deed approved for the purposes of Division 5 of Part IV of the Ordinance or of a corresponding law of a proclaimed State;

(e) where the interests to which the deed relates consist of rights or interests in or arising out of an investment relating to property that tends to depreciate in value through use or effluxion of time, particulars of the provision made or to be made for the replacement of that property and the source or sources from which the replacement is to be made or from which the cost of the replacement is to be met or, if no provision is made, a statement of that fact;

(i) the method of calculation of the highest price at which an interest to which the deed relates may be sold by the management company;

(ii) the circumstances in which the management company or any other person may be required to purchase from the holder of an interest any interest for which the holder has subscribed or which he has acquired, and the method of calculation of the purchase price of the interest;

(iii) the circumstances in which, and methods by which, all or any of the investments or other property comprising or forming part of an interest to which the deed relates may be varied;

(iv) the conditions governing the transfer of the interests to which the deed relates;

(v) the conditions governing the distribution of income to the holders of those interests; and

(vi) the remuneration of the trustee or representative and of the management company, respectively, and the manner in which that remuneration is provided for, including the charges (if any) that will be made by way of that remuneration upon the subscription for or sale of an interest to which the deed relates and upon the distribution of income and capital or otherwise in connexion with the relevant undertaking, scheme, enterprise or investment contract;

(g) specific provisions relating to the convening of meetings of interest holders;

(h) specific provisions whereby the management company undertakes to keep and maintain an up-to-date register of interest holders and to make that register available for inspection, free of charge, to any interest holder at any time when the company's office is required by the Ordinance to be accessible to the public;

(i) where the deed is capable of modification, provisions governing the modification of the deed;

(i) that no units or sub-units of interests purchased or subscribed for pursuant to the statement issued by the management company under section 82 of the Ordinance shall be allotted later than 6 months after the date of the statements; and

(ii) unless the conditions of issue of the units or sub-units expressly provide that certificates be not issued - that certificates shall be issued by the trustee or representative to purchasers of or subscribers for units or sub-units of interests purchased or subscribed for pursuant to the statement not more than 2 months after the allotment of the units or sub-units; and

(k) where the deed requires, or confers a right on, interest holders to enter into an agreement in connexion with the undertaking, scheme, enterprise or investment contract, a provision incorporating, whether by way of annexure or otherwise, the terms and form of that agreement.

(2) In this regulation, company, interest, investment contract, management company and proclaimed State have the same respective meanings as in Division 5 of Part IV of the Ordinance.

(a) the copy of the statutory report of a company to be lodged with the Registrar shall be a copy that is certified by the personal signatures of not less than 2 directors; and

(b) the copy of the auditor's report to be lodged with the Registrar shall be a copy that is certified by the personal signature of the auditor or, where the auditor is a firm, of one of the partners of that firm.

(1) A copy of a statement of affairs of a company to be lodged with the Registrar shall be a copy certified in writing to be a true copy of the original statement:

(a) in the case of a copy lodged for the purposes of subparagraph (i) of paragraph (c) of subsection (1) of section 193 of the Ordinance - by the receiver or manager of the property of the company;

(b) in the case of a copy lodged for the purpose of subsection (18) of section 199 of the Ordinance - by a director or secretary of the company;

(ba) in the case of a copy lodged for the purpose of subsection (11) of section 206 of the Ordinance - by the person who, immediately before the appointment of the liquidator, was the official manager of the company; and

(c) in the case of a copy lodged for the purposes of subsection (3A) of section 234 of the Ordinance - by the liquidator of the company.

(2) The copy of the report of the person who was the official manager of a company that is required by sub-section (5) of section 212 of the Ordinance to be lodged with the Registrar is a copy certified in writing by that person to be a true copy of the original report.

(3) Where a copy of a statement or report referred to in a preceding provision of this regulation is required to be lodged together with, or have attached to it, a copy of a certificate or other document, that last-mentioned copy shall be a copy certified in writing by the person required to lodge the copy of the statement or report or, in the case of a company, by a director or secretary of the company, to be a true copy of the original certificate or document.

For the purposes of subsection (1) of section 347 of the Ordinance, a foreign company is required to lodge documents with the Registrar in accordance with the following provisions:

(a) where any change or alteration is made in the charter, statute, memorandum, articles or other instrument a copy of which is lodged by the foreign company under paragraph (b) of subsection (1) of section 346 of the Ordinance, the foreign company shall lodge with the Registrar, at the time notice of the change or alteration is lodged with the Registrar or within such further period as the Registrar in special circumstances allows, a copy of the instrument effecting the change or alteration, or a copy of the charter, statute, memorandum, articles or other instrument as changed or altered, in either case being a copy certified to be a true copy in the same manner as a certified copy referred to in paragraph (b) of subsection (1) of section 346 of the Ordinance is certified under subregulation (8) of regulation 9 to be a true copy;

(b) where any change or alteration is made in the name of the foreign company, the foreign company shall, if the Registrar so requires, lodge with the Registrar, at the time notice of the change or alteration is lodged with the Registrar or within such further period as the Registrar in special circumstances allows, a copy of the certificate of its incorporation or registration issued in its place of incorporation or origin or a document or similar effect (being a certificate or document evidencing the change or alteration) or, where there is no such certificate or document, a copy of the instrument effecting the change or alteration, in either case being a copy certified to be a true copy in the same manner as a certified copy referred to in paragraph (a) of subsection (1) of section 346 of the Ordinance is certified under subregulation (7) of regulation 9 to be a true copy; and

(c) where any change or alteration is made in the powers of any directors resident in the Territory who are members of the local board of directors of the foreign company, the foreign company shall lodge with the Registrar, at the time notice of the change or alteration is lodged with the Registrar or within such further period as the Registrar in special circumstances allows, a memorandum duly executed by or on behalf of the foreign company stating the powers of the local directors as changed or altered.

(1) For the purposes of section 371 of the Ordinance, a certified translation is a translation that:

(i) is certified by an official to whom the custody of the original instrument, certificate, contract or document is committed, being an official holding or purporting to hold an office corresponding to that of the Registrar in the place in which the corporation is formed or incorporated;

(ii) is certified by a notary public or a translator public duly admitted and sworn as such in accordance with the law of the place in which the corporation is formed or incorporated; or

(iii) is certified by a diplomatic or consular officer of Australia or of the United Kingdom in the place in which the corporation is formed or incorporated; or

(b) in the case of a translation made within the Territory - is certified by a person approved by the Registrar,

(2) The Registrar may, before accepting a translation for lodgment, require the person lodging the translation to furnish to the Registrar such evidence as the Registrar thinks sufficient of the ability of the person by whom the translation is made to make the translation.

(3) In this regulation, diplomatic or consular officer means a person appointed to hold or act in any of the following offices in a country or place outside Australia:

(g) Counsellor, Secretary or Attache at an Embassy, High Commissioner's office, Legation or other post;

Where a document is by the Ordinance or these Regulations required to be lodged with the Registrar but a period of time within which the document is to be lodged is not prescribed, the document shall be lodged within one month or, in the case of a document required to be lodged by a foreign company, within such further period as the Registrar in special circumstances allows, after the happening of the event to which the document relates.

Except as otherwise provided in the Ordinance or in these Regulations (excluding the forms in the Second Schedule) a statutory declaration made for the purposes of the Ordinance or these Regulations on behalf of a corporation shall be made by a director or by the secretary of the corporation.

Except as otherwise provided in the Ordinance or in these Regulations (including the forms in the Second Schedule), a document relating to a corporation lodged with the Registrar under the Ordinance or under these Regulations shall be signed or authenticated by a director or by the secretary or manager of the corporation or, in the case of a document relating to a foreign company, by the agent of the foreign company in the Territory or, if the agent is a company, by the secretary of that company.

For the purposes of paragraph (c) of subsection (9) of section 6A of the Ordinance, the following offices are prescribed offices:

(b) Curator of Estates of Deceased Persons under the Administration and Probate Ordinance;

(d) an office in or of a State or another Territory that is, by regulations as in force for the time being under, and for the purposes of, the provisions of the law of that State or other Territory that correspond to the provisions of paragraph (c) of subsection (9) of section 6A of the Ordinance, a prescribed office for the purposes of those corresponding provisions;

(e) a trustee of the estate of a bankrupt under the Bankruptcy Act 1966-1970 or a trustee of the estate of a bankrupt under the Bankruptcy Act 1924-1965 continued in office under the first- mentioned Act; and

(f) the Controller of Enemy Property appointed under the National Security (Enemy Property) Regulations.

For the purposes of paragraph (d) of subsection (9) of section 6A of the Ordinance, an interest of an Official Receiver within the meaning of the Bankruptcy Act 1966 of the Commonwealth in a share is a prescribed interest in a share..

For the purposes of Part VIA of the Ordinance and of the Tenth Schedule to the Ordinance, the following Stock Exchanges are prescribed Stock Exchanges:

(1) Expressions that are defined in section 180A of the Ordinance for the purposes of Part VIA of the Ordinance and of the Tenth Schedule to the Ordinance have, in this regulation, the same respective meanings as they have for the purposes of that Part and of that Schedule.

(2) For the purposes of this regulation, each of the following documents, being a document made or given in pursuance of Part VIA of the Ordinance, is a prescribed document:

(3) An offeror who gives, in accordance with paragraph (b) of subsection (1) of section 180C of the Ordinance, a Part A statement to an offeree company shall lodge a signed copy of the statement with the Registrar and with each of the Stock Exchanges specified in regulation 24 on the official list of which shares in the offeree company are listed for quotation.

(4) An offeree company which, having received a Part A statement, gives, in accordance with section 180G of the Ordinance, to the offeror, or to each holder of shares to which that statement refers a Part B statement shall lodge, as required by subregulation (8), a signed copy of the Part B statement with each of the Stock Exchanges specified in regulation 24 on the official list of which shares in the offeree company are listed for quotation.

(5) An offeror who has dispatched a take-over offer shall lodge, as required by subregulation (9), with the Registrar a signed copy of the notice given in pursuance of paragraph (b) of subsection (1) of section 180H of the Ordinance.

(7) An offeror who has dispatched the first take-over offer under a take-over scheme shall lodge as required by subregulation (8), a copy of that take-over offer with each of the Stock Exchanges specified in regulation 24 on the official list of which shares in the offeree company are listed for quotation.

(8) An offeror who has caused to be published, in accordance with subsection (2) or (3) of section 180N of the Ordinance, a notice in a newspaper referred to in subsection (5) of that section shall lodge, as required by subregulation (9), with the Registrar, a signed copy of the notice.

(8) A signed copy of a prescribed document that is required by subregulation (3), (4) or (6) to be lodged with a Stock Exchange shall be so lodged:

(ii) if that office is not open for business on the day on which the prescribed document is given or dispatched or has on that day closed for business before the time at which the prescribed document is given or dispatched, on the next day on which that office is open; or

(b) by posting, on the day on which the document is given or dispatched, the signed copy as a letter under pre-paid post in an envelope addressed to the Stock Exchange at its address.

(9) A signed copy of a prescribed document that is required by subregulation (3), (5) or (7) to be lodged with the Registrar shall be so lodged:

(i) on the day on which the prescribed document is given, dispatched or published; or

(ii) if the office of the Registrar is not open for business on the day on which the prescribed document is dispatched or published or has, on that day, closed for business before the time at which the prescribed document is dispatched or published, on the next day on which the office is open for business; or

(b) by posting, on the day on which the document is dispatched or published, the signed copy as a letter under pre-paid post in an envelope addressed to the Registrar at his office.

For the purposes of Form 51A, Form 51B, Form 52 or Form 53, where the shares in the company referred to in that form are not divided into 2 or more classes, the form may be appropriately altered to refer to those shares.

Except where provision to the contrary is made by the Ordinance, this Division applies in relation to:

(a) meetings of the creditors of a company (being meetings relating to the official management of the company) referred to in section 203C(1), subsection (1)(b) or subsection (4) of section 204, subsection (1)(c) or subsection (4) of section 206, section 212 or section 214(4), of the Ordinance;

(b) meetings of creditors or of contributories called by a liquidator under section 232(3)(b), section 237(2), section 241(1), section 242(8), or section 259(1), of the Ordinance;

(d) meetings of the creditors of a company summoned by the company under subsection (1) or subsection (8) of section 260 of the Ordinance;

(e) meetings of the creditors of a company summoned by any 2 of those creditors under section 261(5) of the Ordinance;

(f) meetings of the creditors of a company referred to in section 269(1)(a) of the Ordinance; and

(g) meetings of the creditors of a company referred to in section 277A(2)(b) of the Ordinance;

(h) meetings of the creditors of a company held for the purpose of section 284(3)(c) of the Ordinance.

(1) The person summoning a meeting of creditors or of contributories shall give not less than 7 days notice of the time and place of the meeting by advertisement in a newspaper published in the Territory not less frequently than once a week and shall, not less than 7 days before the day appointed for the meeting, send notice of a meeting by post to every person appearing by the company's books or otherwise to be a creditor of the company or a contributory of the company, as the case may be.

(2) The notice referred to in subregulation (1) that is to be advertised in a newspaper and sent to a creditor or contributory shall:

(a) in the case of a notice given by a liquidator under section 259(1) of the Ordinance - be in accordance with Form 64; or

(3) A notice to a creditor shall be sent to the address given in his proof of debt or, if he has not proved, to the address given in the statement of affairs of the company or such other address as may be known to the person summoning the meeting.

(4) A notice to a contributory shall be sent to the address mentioned in the company's books as the address of the contributory or to each other address as may be known to the person summoning the meeting.

(1) A meeting of creditors or contributories shall not act for any purpose except the election of a chairman, the proving of debts and the adjournment of the meeting, unless there are present or represented at least 2 creditors entitled to vote, or 2 contributories, of all the creditors entitled to vote or all the contributories if the number of creditors entitled to vote or the contributories, as the case may be, does not exceed 2.

(2) If within half an hour after the time appointed for the meeting, a quorum of creditors or contributories is not present or represented, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day (not being less than 7 or more than 21 days from the day from which the meeting is adjourned) and at such other time and place, or to such other day (not being less than 7 or more than 21 days from the day from which the meeting is adjourned) and at such other time and place as the chairman may appoint.

(1) Subject to section 203(2) of the Ordinance and to subregulation (2), the persons present at a meeting of the creditors or contributories of a company shall elect one of their number to be the chairman of the meeting.

(2) Where a meeting of creditors or contributories of a company is called by the liquidator of the company, the liquidator or a person nominated by him shall be the chairman of the meeting.

The chairman of a meeting of creditors or contributories shall, if so directed by the meeting, or may, with the consent of the meeting, adjourn the meeting from time to time and from place to place, but the adjourned meeting shall be held at the same place as the original place of meeting unless, in the resolution for adjournment, another place is specified or unless the Court otherwise orders.

(1) At a meeting of creditors, a resolution is passed when a majority in number and value of the creditors present, personally or by proxy, have voted in favour of the resolution.

(2) At a meeting of contributories, a resolution is passed when a majority in number and value of the contributories present, personally or by proxy, have voted in favour of the resolution, the value of the contributories being determined according to the number of votes conferred on each contributory by the articles of the company.

(1) Subject to subregulation (2), a person is not entitled to vote as a creditor at a meeting of creditors unless he has lodged with the liquidator a proof of the debt which he claims to be due to him from the company and the proof has been admitted wholly or in part before the date on which the meeting is held.

(2) In the case of a meeting of creditors held under subsection (1) or subsection (8) of section 260 of the Ordinance, a person is not entitled to vote as a creditor at the meeting unless he has lodged with the chairman of the meeting a proof of the debt which he claims to be due to him from the company.

(3) A creditor shall not vote in respect of any liquidated or contingent debt or any debt the value of which is not ascertained, or in respect of any debt on or secured by a current bill of exchange or promissory note held by him, unless he is willing to treat the liability to him thereon of every person who is liable thereon antecedently to the company, and against whom a sequestration order in bankruptcy has not been made, as a security in his hands, and to estimate the value thereof, and for the purposes of voting, but not for the purposes of dividend, to deduct it from his proof.

(1) For the purpose of voting at a meeting, a secured creditor shall, unless he surrenders his security, state in proof of debt the particulars of his security, the date when it was given, and the value at which he assesses it, and shall be entitled to vote only in respect of the balance, if any, due to him after deducting the value of his security.

(2) If a secured creditor votes in respect of his whole debt, he shall be deemed to have surrendered his security, unless the Court, on application, is satisfied that the omission to value the security has arisen from inadvertence.

(1) The liquidator may, within 28 days after a secured debt is proved, in a case where the creditor has stated in his proof of debt the value at which he assesses his security, require the creditor to give up the security for the benefit of the creditors generally on payment of the value at which the creditor assesses it with the addition of 20%.

(2) Where a creditor has assessed the value of his security, he may at any time before being required to give it up correct the valuation by a new proof and deduct the new value from his debt, but, in that case, the addition of 20%, shall not be made if the security is required to be given up.

(1) The chairman of a meeting of creditors or contributories may admit or reject a proof of debt for the purpose of voting.

(2) If the chairman is in doubt whether a proof of debt should be admitted or rejected, he shall mark it as objected to and allow the creditor to vote subject to the vote being declared invalid in the event of the objection being sustained.

(a) shall cause minutes of the proceedings at the meeting to be entered in a book kept for the purpose and shall sign the minutes; and

(b) shall cause a list of the names of the creditors or contributories present at a meeting to be made and kept.

Where a meeting of the creditors or contributories of a company is called by the liquidator of the company, the liquidator shall, within a period of 7 days after the meeting, lodge with the Registrar a copy of the minutes of the meeting certified by the chairman of the meeting to be a true copy.

Except where provision to the contrary is made by the Ordinance or in the covenants contained in the relevant debentures or trust deed, the provisions of this Division apply to and in relation to meetings of holders of debentures summoned in pursuance of a covenant contained, or deemed under subsection (1) of section 74B of the Ordinance to be contained, in the debentures or trust deed.

(1) A meeting of debenture-holders shall not act for any purpose except the adjournment of the meeting unless there are present at least 2 debenture-holders.

(2) If within half-an-hour after the time appointed for the meeting a quorum of debenture-holders is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day (not being less than 7 or more than 21 days from the day from which the meeting is adjourned) and at such other time and place as the chairman may appoint.

The chairman of a meeting of debenture-holders shall, if so directed by the meeting, or may, with the consent of the meeting, adjourn the meeting from time to time and from place to place, but the adjourned meeting shall be held at the same place as the original place of meeting unless in the resolution for adjournment another place is specified or unless the Court otherwise orders.

At a meeting of debenture-holders, a resolution is passed when a majority in number and value of the debenture-holders present have voted in favour of the resolution.

In the case of an equality of votes, the chairman of a meeting of debenture-holders shall have a casting vote.

(a) shall cause minutes of the proceedings at the meeting to be entered in a book kept for the purpose and shall sign the minutes; and

(b) shall cause a list of the names of the debenture-holders present at the meeting to be made and kept.

Except where provision to the contrary is made by the Ordinance or in the articles of the company concerned, the provisions of this Division apply to and in relation to a joint meeting of the creditors and members of a company called by the official manager of the company under subsection (1) of section 203A, or subsection (4) of section 214, of the Ordinance.

(1) An official manager of a company who is directed by a committee of management of the company to call a joint meeting of the creditors and members of the company under subsection (4) of section 214 of the Ordinance shall give not less than 7 days' notice of the time and place of the meeting by advertisement in a newspaper published in the Territory not less frequently than once a week and shall cause notices of the meeting to be sent by post to the creditors simultaneously with the sending of notices of the meeting to members of the company.

(2) The notice referred to in subregulation (1) that is to be advertised in a newspaper and sent to a creditor shall be in accordance with Form 92.

(3) The notice shall be sent to every person appearing by the company's books or otherwise to be a creditor of the company, and shall be sent to the address mentioned in the company's books as the address of the creditor or to such other address as may be known to the official manager.

A joint meeting called under subsection (1) of section 203A, or subsection (4) of section 214, of the Ordinance shall not act for any purpose unless there are present or represented at least 2 persons entitled to vote at the meeting.

The persons present at a joint meeting called under subsection (1) of section 203A, or subsection (4) of section 214, of the Ordinance shall elect one of their number to be the chairman of the meeting.

The Chairman of a joint meeting called under subsection (1) of section 203A, or subsection (4) of section 214, of the Ordinance shall, if so directed by the meeting, or may, with the consent of the meeting, adjourn the meeting from time to time and from place to place, but the adjourned meeting shall be held at the same place as the original place of meeting unless in the resolution for adjournment another place is specified or unless the Court otherwise orders.

A resolution put to the vote at a joint meeting to and in relation to which this Division applies shall be decided on a show of hands.

In the case of an equality of votes, the chairman of a joint meeting to and in relation to which this Division applies shall have a casting vote.

The chairman of a joint meeting called under subsection (1) of section 203A, or subsection (4) of section 214, of the Ordinance:

(a) shall cause minutes of the proceedings at the meeting to be entered in a book kept for the purpose and shall sign the minutes; and

(b) shall cause a list of the names of the persons present and entitled to vote at the meeting to be made and kept.

(1) A creditor entitled to attend and vote at a meeting referred to in regulation 25 or regulation 43 may appoint another person (whether a creditor or not) as his proxy to attend and vote instead of the creditor at the meeting.

(2) A contributory entitled to attend and vote at a meeting referred to in regulation 25 may appoint another person (whether a contributory or not) as his proxy to attend and vote instead of the contributory at the meeting.

(3) A proxy appointed under this regulation has the same right to speak at the meeting as the creditor or contributory appointing him.

(1) The appointment of a person as the proxy of a creditor or contributory shall be made by an instrument of appointment in accordance with Form 93.

(2) Subject to regulation 53, the instrument appointing a proxy shall be signed by the person appointing the proxy in the presence of a person (not being the person nominated as proxy) who shall add to his signature his description and the address of his place of residence.

The proxy of a creditor or contributory who is blind or incapable of writing is sufficient for the purposes of these Regulations if the creditor or contributory attaches his signature or mark to the instrument appointing the proxy in the presence of a person (not being the person nominated as proxy) who completes the instrument in accordance with regulation 52 and also completes the certificate set out in Form 93.

The person calling a meeting of creditors or contributories or a joint meeting of a company and the creditors of the company shall send a form of proxy to each creditor or contributory with the notice of the meeting and shall ensure that neither the name nor the description of any person is inserted in the body of the form before it is so sent.

A creditor or a contributory may give a general proxy to a person who is not a minor.

A creditor or a contributory may give a special proxy to a person to vote at a specified meeting or adjournment of that meeting:

(a) for or against the appointment or continuance in office of a specified person as liquidator or member of the committee of inspection; and

(b) on all or any questions relating to a matter arising at the meeting or an adjournment of the meeting.

A creditor or a contributory may appoint the liquidator to act as his general or special proxy.

(1) Subject to subregulation (2), a person acting either under a general or special proxy shall not vote in favour of a resolution that would directly or indirectly place himself, his partner or his employer in a position to receive a remuneration out of the assets of the company otherwise than as a creditor rateably with the other creditors of the company.

(2) Where a person holds special proxies to vote for an application to the Court in favour of the appointment of himself as liquidator he may use the proxies and votes accordingly.

Where a liquidator who holds any proxies cannot attend the meeting for which they are given, he may, in writing, depute a person to use the proxies on behalf of the liquidator in such manner as he may direct.

This Part applies to and in relation to the admission to proof of debts and claims under subsection (1) of section 291 of the Ordinance in a winding up under Division 3 of Part X of the Ordinance.

Every creditor shall prove his debt or claim, unless the Court directs that any creditors or class of creditors be admitted without proof.

(1) A debt or claim may be proved by serving on the liquidator a statutory declaration of proof of debt in accordance with Form 74 or Form 75.

(2) Where there are claims for wages by employees of a company, one person may make a statutory declaration in accordance with Form 75 proving the claims on behalf of all the employees.

(3) A statutory declaration made under subregulation (2) has effect as if a separate statutory declaration had been made by each employee.

(1) The liquidator may fix a day, which shall be not less than 14 days from the date of publication of the notice referred to in subregulation (2) or the date on which the last such notice is posted in pursuance of that subregulation, whichever date is the later, on or before which the creditors of the company are to prove their debts or claims under subsection (1) of section 291 of the Ordinance.

(2) The liquidator shall give notice of the day so fixed by advertisement in a newspaper published in the Territory not less frequently than once a week and shall also give by post notice of the day so fixed to every person mentioned in the statement of affairs as a creditor and who has not proved his debt or claim.

(1) The liquidator, within 21 days after receiving a proof of debt, shall in writing either admit it or reject it wholly or in part or require further evidence in support of it.

(2) If the liquidator rejects a proof of debt wholly or in part, he shall state to the creditor the ground of his objections by instrument in writing in accordance with Form 76.

(3) Where the liquidator has given notice of his intention to declare a dividend, he shall, within 14 days after the day mentioned in the notice referred to in sub-regulation (2) of regulation 64 as the day on or before which debts or claims are to be proved, in writing either admit or reject wholly or in part or require further evidence in support of every proof of debt that he has not already dealt with and shall, if he rejects a proof of debt wholly or in part, state to the creditor the ground of his objections by instrument in writing in accordance with Form 76.

(4) Where the liquidator has admitted a proof of debt under subregulation (3), the notice of the dividend shall be a sufficient notification of the admission.

(1) A statutory declaration proving a debt may be made by the creditor himself or by some person authorized by or on behalf of the creditor.

(2) A person so authorized shall state in the statutory declaration his authority and means of knowledge.

(1) A statutory declaration proving a debt or claim shall contain or refer to a statement of accounts showing the particulars of the debt or claim and shall specify the vouchers by which the debt or claim can be substantiated.

A statutory declaration proving a debt or claim shall state whether the creditor is a secured creditor and, if so, the nature of the security.

A creditor shall, unless the Court in a particular case otherwise orders, bear his own costs of proving his debt or claim.

In proving a debt or claim, a creditor shall make an allowance for all discounts for which an allowance would have been made if the company were not being wound up.

(1) Where a company that is liable to make any periodical payments (including rent) commenced to be wound up on a day other than a day on which such a payment becomes due, the person entitled to the payments may prove for a proportionate part of a payment in respect of the period from the day when the last payment became due to the day on which the winding up commenced, as if the payment accrued due from day to day.

(2) Where the liquidator remains in occupation of premises demised to a company which is being wound up, these Regulations do not prejudice or affect the right of the landlord of the premises to claim payment by the company or the liquidator of rent during the period of the company's or the liquidator's occupation.

A creditor may prove a debt or claim payable subsequently to the date of the commencement of the winding up as if it were payable at that date and may receive dividends equally with the other creditors, deducting out of each dividend a rebate of interest at the rate of 4% per annum computed from the declaration of the dividend to the time when the debt or claim would have become payable according to the terms on which it was contracted.

Where a creditor seeks to prove a debt or claim in respect of a bill of exchange, promissory note or other negotiable instrument or security on which the company is liable, the proof of debt shall not, subject to any order of the Court to the contrary, be admitted, unless the bill, note, instrument or security is produced to the liquidator.

For the purposes of subsection (3) of section 311 of the Ordinance, commission is prescribed at the rate of 5% of the moneys received by the Registrar in the exercise of the powers conferred upon him by that section.

(1) For the purposes of paragraph (a) of subsection (4), and paragraph (h) of subsection (6), of section 374 of the Ordinance, the following Stock Exchanges are prescribed Stock Exchanges:

(2) For the purposes of clause 7(5) of the Ninth Schedule to the Ordinance, the following Stock Exchanges are prescribed Stock Exchanges:

A person who contravenes or fails to comply with a provision of these Regulations is guilty of an offence against these Regulations punishable upon conviction by a fine not exceeding 40 dollars.

First Column	Second Column	Third Column
Section of Ordinance, or regulation	Description	Number of Form
Section –
7(8)	Declaration to be made by Registrar of Companies and persons authorized to make inspections	1
12(5)(e)(iii)	Supplementary document	1A
16(2)	Statutory declaration of compliance	4
16(3)	Certificate of incorporation of public company	5
16(3)	Certificate of incorporation of proprietary company	6
21(2)	Notice of resolution	7
21(3)	Certificate of registration of order of Supreme Court affecting memorandum of association	8
21(6)	Certificate of incorporation on change of name of company	9
22(7)	Application for reservation of name	10
25(2)	Application by a company to convert to a different status	10A
25(5)	Certificate of incorporation on conversion of company	10B
25(7)(c)(i)	Consent by members to application by a limited company to convert to an unlimited company	10C
26(1), (2)	Notice of resolution	7
26(2)(c)	Statutory declaration of compliance by company that has not issued prospectus	11
26(3)	Certificate of incorporation on conversion to a proprietary company	12
26(3)	Certificate of incorporation on conversion to a public company	13
27(3)(c)(ii)	Statutory declaration of compliance by company that has not issued prospectus	11
28(9)	Notice of resolution	7
29(5)	Notice of increase in number of members	14
52(1)(b)(iii)	Statutory declaration of compliance by company that has issued prospectus	15
52(2)(c)	Statutory declaration of compliance by company that has not issued prospectus	11
52(3)	Certificate that company is entitled to commence business and exercise borrowing powers	16
54(1), (2)(b)	Return of allotment of shares	17
54(5)	Statement containing particulars of shares allotted otherwise than for cash	18
58(1)(c), (3)	Statement of amount or rate of commission and brokerage	19
61(8)	Notice of redemption of redeemable preference shares	20
62(4)	Notice of increase in share capital	21
64(7)	Certificate of lodgment of order of Supreme Court confirming reduction of share capital	22
69H(1)	Notice by substantial shareholder holding voting shares as trustee for non-resident	22A
70(2)	Notice of place where register of holders of debentures kept, or of change in that place	23
84(2) and 152(2)	Notice of place where register of interest holders kept, or of change in that place	24
85(1)	Return by management company	25
100(1)	Statement of particulars to be lodged with charge	26
100(1)(b)	Statutory declaration verifying execution of charge created by company and correctness of copy of charge	27
100(5), (6), (7)	Statement containing particulars of a series of debentures	28
100(6), (7)	Particulars when more than one issue is made of debentures in a series	29
102(1)	Statement of particulars to be lodged with charge	26
102(1)	Statutory declaration in respect of property acquired by company or foreign company while property subject to a charge	30
102(1)	Statutory declaration in respect of charge created by foreign company, or in respect of property acquired by foreign company while property subject to a charge, before registration of foreign company in the Northern Territory of Australia	31
103(1)	Register of charges to be kept by Registrar of Companies	32
103(2)	Certificate of registration of charge	33
105(1)	Memorandum of satisfaction of registered charge	34
105(1)	Memorandum where property or under- taking is released from registered charge or has ceased to form part of company's property or undertaking	35
105(2)	Statutory declaration verifying memorandum	36
112(1)	Notice of situation of registered office and of office hours, and particulars of changes	37
115(1)	Consent to act as director	38
115(1)(b)	Undertaking by director to take and pay for qualification shares	39
115(1)(c)	Statutory declaration by director of registration of qualification shares	40
115(1)(d)	Statutory declaration by director of entitlement to qualification shares	41
115(4)	List of persons who have consented to be directors	42
134(6)	Return giving particulars in register of directors, managers and secretaries, and changes of particulars	43
134(9)	Certificate as to holding of the office of director, manager or secretary	44
135	Statutory report	45
140(7)	Notice of minute by representative of holding company relating to proceedings of subsidiary company	46
146(1)	Notice of resolution	7
152(2)	Notice of place where register of members and index kept, or of change in that place	47
157(2)	Notice of situation of office where branch register of members kept, or of change in situation or discontinuance	48
159	Annual return of company not having a share capital	49
160(1)	Certificate for inclusion in public company's annual return that does not include list of members	50
161A(6)	Notice of place at which accounting records kept	50A
165(2)(f)	Return of members of firm of auditors	50B
166(B)(12)	Notice of resignation or removal of auditor	50C
171(3)	Notice by inspector	51
180X(3)	Notice by offeror of take-over to dissenting offeree	51A
180Y(2)	Notice by offeror of take-over offers to remaining shareholders	51B
185(1)	Notice to dissenting shareholder	52
185(6)	Notice to non-assenting shareholder	53
191(1)	Notice of appointment of receiver or manager	54
191(2)	Notice by receiver or manager ceasing to act	55
193 and 194	Statement of affairs	56
194(2)	Statutory declaration verifying statement of affairs	57
195(1)	Account of receipts and payments by receiver or manager and statutory declaration verifying account	58
199(4)	Statement of affairs	56
199(9)	Notice of meeting of creditors	59
199(10)(a)	Summary of affairs	59A
202(2)(a)	Notice of special resolution of creditors placing company under official management, &c.	60
202(2)(c)	Notice to creditors and members of placing of company under official management and of rights under section 211	60A
202B(1)	Notice of appointment and situation of office of official manager	60B
202B(1)	Notice of change in situation of office of official manager	60C
202B(2)	Notice by official manager of cessation of office	61
203A(7)	Notice by official manager of holding of 6 monthly meeting	61A
206(5)	Statement of affairs	56
206(11)	Notice by official manager of holding of meetings of members and creditors when company unable to pay debts	61B
212(5)	Notice relating to meeting called to receive report of official manager on termination of appointment	61C
214(3)	Notice of appointment of deputy official manager	60B
214(3)	Notice by deputy official manager of cessation of office	61
230(1)	Notice of winding up order and particulars of liquidator	62
231	Official liquidator's bond (with surety)	62A
234	Statement of affairs	56
234(1)	Statutory declaration verifying statement of affairs	57
254(2)	Notice of resolution	7
257	Declaration of solvency	63
259(1)	Notice of meeting of creditors	64
259(4)	Notice of holding of meeting of creditors	65
260(4)	Statement of affairs	56
272(3), (4)	Return by liquidator relating to final meeting	66
280(1)	Notice of appointment and situation of office of liquidator (winding up by the Court)	67
280(1)	Notice of appointment and situation of office of liquidator (members' voluntary winding up)	68
280(1)	Notice of appointment and situation of office of liquidator (creditors' voluntary winding up)	69
280(1)	Notice of change in situation of office of liquidator	70
280(2)	Notice by liquidator of resignation or removal from office	71
281(1)	Liquidator's account of receipts and payments and statement of the position in the winding up	72
281(1)	Statutory declaration verifying liquidator's account and statement	73
291	Proof of debt: general form	74
291	Proof of debt: employees' group form	75
291	Notice of rejection of proof of debt	76
346(1)(c)	Return by foreign company giving particulars of directors and changes of particulars	77
346(1)(f)	Notice of situation of registered office and of office hours, and particulars of changes	37
346(1)(g)	Statutory declaration by agent of foreign company	78
346(6)	Notice by agent of foreign company of cessation of agency	79
346(6)	Notice by foreign company of cessation of agency	80
346(9)	Certificate of registration of foreign company	81
347(1)(a)	Notice of change or alteration relating to foreign company	82
347(1)(b)	Return by foreign company giving particulars of directors and changes of particulars	77
347(1)(c)	Notice of change or alteration relating to agent of foreign company	83
347(1)(d)	Notice of situation of registered office and of office hours, and particulars of changes	37
347(1)(e)	Notice of change of address of registered office of foreign company in place of incorporation or origin	84
347(1)(f), (g)	Notice of change or alteration relating to foreign company	82
347(2)	Notice of increase in share capital	21
347(3)	Notice of increase in number of members	14
348(1)	Statutory declaration verifying balance- sheet of foreign company	85
348(6)	Annual return of foreign company	86
349(2)	Notice by foreign company with respect to business being carried on in the Northern Territory of Australia	87
349(3)	Notice by foreign company of commencement of business other than share transfer or share registration office	88
352(1)	Notice by foreign company of cessation of business	89
352(2)	Notice by agent of foreign company of liquidation or dissolution of company	90
352(2A)	Notice by foreign company of placing under, or termination of, official management in place of incorporation	90A
354(6), (7)	Notice of situation of office where branch register of members kept, or of change in situation or discontinuance	48
364(3)	Statutory declaration in respect of disposal of shares of shareholder whose whereabouts is unknown	90B
374(2)	Notice of intention to apply for exemption from section 374(1) of Companies Ordinance	91
Regulation –
9(6)	Statutory declaration verifying statement of affairs	57
10(1)	Official liquidator's bond (with surety)	3
15(1)	Notice to dissenting shareholder	52
15(2)	Notice to non-assenting shareholder	53
26(2)	Notice of meeting of creditors	64
26(2)	Notice of meeting of creditors or contributories	92
44(2)	Notice of meeting of creditors or contributories	92
52, 53	Proxy	93

amd = amended od = order
app = appendix om = omitted
bl = by-law pt = Part
ch = Chapter r = regulation/rule
cl = clause rem = remainder
div = Division renum = renumbered
exp = expires/expired rep = repealed
f = forms s = section
Gaz = Gazette sch = Schedule
hdg = heading sdiv = Subdivision
ins = inserted SL = Subordinate Legislation
lt = long title sub = substituted

Companies Regulations (SL No. 11, 1963)
Notified	19 June 1963
Commenced	1 July 1963
Amendments of the Companies Regulations (SL No. 14, 1973)
Notified	16 August 1973
Commenced	16 August 1973
Ordinances Revision Ordinance 1973 (Ord No. 87, 1973)
Notified	20 December 1973
Commenced	11 December 1973
Amendments of the Companies Regulations (SL No. 22, 1974 )
Notified	26 September 1974
Commenced	26 September 1974
Companies Regulations (SL No. 21, 1975)
Notified	28 November 1975
Commenced	28 November 1975
Transfer of Powers (Self-Government) Ordinance 1978 (Ord No. 54, 1978)
Notified	1 July 1978
Commenced	1 July 1978
Statute Law Revision Act 2000 (Act No. 19, 2000)
Assent Date	6 June 2000
Commenced	s 6: 4 December 1999; rem: 12 July 2000

Northern Territory Repealed Regulations

COMPANIES REGULATIONS