On 19/05/2013,
you requested for the version in force on 19/05/2013
incorporating all amendments published on or before 19/05/2013.
The closest version currently available is that of 18/04/2013.
61.
—(1) Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing power —
(a)
if any money is or may become liable to be repaid to applicants for any shares or debentures offered for public subscription by reason of any failure to apply for or obtain permission for listing for quotation on any securities exchange; or
(b)
unless —
(i)
shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription;
(ii)
every director has paid to the company on each of the shares taken or contracted to be taken by him, and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; and
(iii)
there has been lodged with the Registrar a declaration in the prescribed form by —
(A)
the secretary or one of the directors of the company; or
(B)
a prescribed person authorised by the company,
verifying that sub-paragraphs (i) and (ii) have been complied with.
[12/2002; 8/2003]
(2) Where a public company having a share capital has not issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing power unless —
(a)
there has been lodged with the Registrar a statement in lieu of prospectus which complies with the provisions of this Act;
(b)
every director of the company has paid to the company on each of the shares taken or contracted to be taken by him, and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and
(c)
there has been lodged with the Registrar a declaration in the prescribed form by —
(i)
the secretary or one of the directors of the company; or
(ii)
a prescribed person authorised by the company,
verifying that paragraph (b) has been complied with.
[12/2002; 8/2003]
(3) The Registrar shall, on the lodgment of the declaration under subsection (1)(b)(iii) or (2)(c), as the case may be, issue a notice in the prescribed form that the company is entitled to commence business and to exercise its borrowing powers; and that notice shall be conclusive evidence of the matters stated in it.
[12/2002]
(4) Any contract made by a company before the date on which it is entitled to commence business shall be provisional only and shall not be binding on the company until that date, and on that date it shall become binding.
(5) Where shares and debentures are offered simultaneously by a company for subscription, nothing in this section shall prevent the receipt by the company of any money payable on application for the debentures.
(6) If any company commences business or exercises borrowing powers in contravention of this section, every person who is responsible for the contravention shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and to a default penalty of $250.
[15/84]
(7) Upon the application of a company which has received a notice under subsection (3) and payment of the prescribed fee, the Registrar shall issue to the company a certificate, under his hand and seal, confirming that the company is entitled to commence business and to exercise its borrowing powers, and that certificate shall be conclusive evidence of the matters stated in it.
[12/2002]
[UK, 1948, s. 109; Aust., 1961, s. 52]