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Contents

Long Title

Part I PRELIMINARY

Part II ADMINISTRATION OF THIS ACT

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

Division 2 — Powers

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements

Division 6 — Interests other than shares, debentures, etc.

Division 7 — Title and transfers

Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities

Division 8 — Registration of charges

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members

Division 5 — Annual return

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

Division 2 — Audit

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Division 2 — Winding up by Court

Subdivision (1) — General

Subdivision (2) — Liquidators

Subdivision (3) — Committees of inspection

Subdivision (4) — General powers of Court

Division 3 — Voluntary winding up

Subdivision (1) — Introductory

Subdivision (2) — Provisions applicable only to members’ voluntary winding up

Subdivision (3) — Provisions applicable only to creditors’ voluntary winding up

Subdivision (4) — Provisions applicable to every voluntary winding up

Division 4 — Provisions applicable to every mode of winding up

Subdivision (1) — General

Subdivision (2) — Proof and ranking of claims

Subdivision (3) — Effect on other transactions

Subdivision (4) — Offences

Subdivision (5) — Dissolution

Division 5 — Winding up of unregistered companies

Part XI VARIOUS TYPES OF COMPANIES, ETC

Division 1 — Investment companies

Division 2 — Foreign companies

Part XII GENERAL

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

FIRST SCHEDULE Repealed Written Laws

SECOND SCHEDULE Fees to be Paid to the Registrar

THIRD SCHEDULE Repealed

FOURTH SCHEDULE Table A Regulations for Management of A Company Limited by Shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in Lieu of Prospectus

SEVENTH SCHEDULE Statement Required Pursuant to Division 6 of Part Iv

EIGHTH SCHEDULE Annual Return of A Company Having A Share Capital

NINTH SCHEDULE Accounts and Consolidated Accounts

TENTH  SCHEDULE Take-over Offers

ELEVENTH  SCHEDULE Powers of Judicial Manager

Legislative Source Key

Legislative History

Comparative Table

 
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On 22/12/2014, you requested the version as published on or before 22/12/2014.
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Depository not a member of a company and depositors deemed to be members
130D.
—(1)  Notwithstanding anything in this Act or any other written law or rule of law or in any instrument or in the memorandum or articles of a corporation, where book-entry securities of the corporation are deposited with the Depository or its nominee —
(a)
the Depository or its nominee (as the case may be) shall be deemed not to be a member of the corporation; and
(b)
the persons named as the depositors in a Depository Register shall, for such period as the book-entry securities are entered against their names in the Depository Register, be deemed to be —
(i)
members of the corporation in respect of the amount of book-entry securities (relating to the stocks or shares issued by the corporation) entered against their respective names in the Depository Register; or
(ii)
holders of the amount of the book-entry securities (relating to the debentures or any derivative instrument) entered against their respective names in the Depository Register.
[5/2004]
(1A)  Notwithstanding anything in this Act or any other written law or rule of law or in any instrument or in the memorandum or articles of a corporation, where book-entry securities relating to units in any collective investment scheme within the meaning of the Securities and Futures Act (Cap. 289) (whether or not constituted as a corporation) are deposited with the Depository or its nominee —
(a)
the Depository or its nominee (as the case may be) shall be deemed not to be a holder of the book-entry securities; and
(b)
the persons named as the depositors in a Depository Register shall, for such period as the book-entry securities are entered against their names in the Depository Register, be deemed to be holders of the amount of the book-entry securities entered against their respective names in the Depository Register.
[5/2004]
(2)  Nothing in this Division shall be construed as affecting —
(a)
the obligation of a company to keep —
(i)
a register of its members under section 190 and allow inspection of the register under section 192; and
(ii)
a register of holders of debentures issued by the company under section 93 and allow inspection of the register under that section,
except that the company shall not be obliged to enter in such registers the names and particulars of persons who are deemed members or holders of debentures under subsection (1)(b);
(b)
the right of a depositor to withdraw his documents evidencing title in respect of securities from the Depository at any time in accordance with the rules of the Depository and to register them in his or any other name; or
(c)
the enjoyment of any right, power or privilege conferred by, or the imposition of any liability, duty or obligation under this Act, any rule of law or under any instrument or under the memorandum or articles of association of a corporation upon a depositor, as a member of a corporation or as a holder of debentures or any derivative instruments except to the extent provided for in this Division or prescribed by regulations made thereunder.
[22/93; 5/2004]
(3)  Notwithstanding any provision in this Act, a depositor shall not be regarded as a member of a company entitled to attend any general meeting of the company and to speak and vote thereat unless his name appears on the Depository Register 48 hours before the general meeting.
(4)  The payment by a corporation to the Depository of any dividend payable to a depositor shall, to the extent of the payment made, discharge the corporation from any liability in respect of that payment.
[5/2004]