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Contents

Long Title

Part I PRELIMINARY

Part II MARKETS

Division 1 — Establishment of Markets

Subdivision (1) — Approved exchange and recognised market operator

Subdivision (2) — Exempt market operator

Division 2 — Regulation of Approved Exchanges

Subdivision (1) — Obligations of approved exchanges

Subdivision (2) — Rules of approved exchanges

Subdivision (3) — Matters requiring approval of Authority

Subdivision (4) — Powers of Authority

Subdivision (5) — Immunity

Division 3 — Regulation of Recognised Market Operators

Division 4 — General Powers of Authority

Part III CLEARING FACILITIES

Division 1 — Establishment of Clearing Facilities

Division 2 — Designation of Persons Operating Clearing Facilities

Division 3 — Regulation of Designated Clearing Houses

Subdivision (1) — Obligations of designated clearing houses

Subdivision (2) — Rules of designated clearing houses

Subdivision (3) — Matters requiring approval of Authority

Subdivision (4) — Powers of Authority

Subdivision (5) — Immunity

Division 4 — Insolvency

Division 5 — General Powers of Authority

Part IIIA APPROVED HOLDING COMPANIES

Division 1 — Establishment of Approved Holding Companies

Division 2 — Regulation of Approved Holding Companies

Part IV CAPITAL MARKETS SERVICES LICENCE AND REPRESENTATIVE’S LICENCE

Division 1 — Licensing

Division 2 — Exemptions

Division 3 — General

Part V BOOKS, CUSTOMER ASSETS AND AUDIT

Division 1 — Books

Division 2 — Customer Assets

Division 3 — Audit

Part VI CONDUCT OF BUSINESS

Division 1 — General

Division 2 — Securities

Division 3 — Futures Contracts and Leveraged Foreign Exchange Trading

Part VII DISCLOSURE OF INTERESTS

Division 1 — Registers of Interests in Securities

Division 2 — Disclosure by Substantial Shareholders

Division 3 — Disclosure by Substantial Unitholders

Part VIII SECURITIES INDUSTRY COUNCIL AND TAKE-OVER OFFERS

Part IX SUPERVISION AND INVESTIGATION

Division 1 — Supervisory Powers of Authority

Subdivision (1) — Powers of Authority to require disclosure of information about securities and futures contracts

Subdivision (2) — Inspection powers of Authority

Division 2 — Power of Minister to Appoint Inspector for Investigating Dealings in Securities, etc.

Division 3 — Investigative Powers of Authority

Subdivision (1) — General

Subdivision (2) — Examination of persons

Subdivision (3) — Powers to obtain information

Part X ASSISTANCE TO FOREIGN REGULATORY AUTHORITIES

Part XI INVESTOR COMPENSATION SCHEME

Part XII MARKET CONDUCT

Division 1 — Prohibited Conduct — Securities

Division 2 — Prohibited Conduct — Futures Contracts, Leveraged Foreign Exchange Trading

Division 3 — Insider Trading

Division 4 — Civil Liability

Part XIII OFFERS OF INVESTMENTS

Division 1 — Shares and Debentures

Subdivision (1) — Interpretation

Subdivision (2) — Prospectus requirements

Subdivision (3) — Debentures

Subdivision (4) — Exemptions

Division 1A — Business Trusts

Subdivision (1) — Interpretation

Subdivision (2) — Prospectus requirements

Subdivision (3) — Exemptions

Subdivision (4) — Debentures

Division 2 — Collective Investment Schemes

Subdivision (1) — Interpretation

Subdivision (2) — Authorisation and recognition

Subdivision (3) — Prospectus requirements

Subdivision (4) — Exemptions

Division 3 — Securities Hawking

Part XIV APPEALS

Part XV MISCELLANEOUS

FIRST SCHEDULE

SECOND SCHEDULE Regulated Activities

THIRD SCHEDULE Specified Persons

FOURTH SCHEDULE Specified Provisions

Legislative Source Key

Legislative History

Comparative Table

 
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Associated person
3.
—(1)  Unless the context otherwise requires, any reference in this Act to a person associated with another person shall be construed as a reference to —
(a)
where the other person is a corporation —
(i)
a director or secretary of the corporation;
(ii)
a related corporation; or
(iii)
a director or secretary of such a related corporation;
(b)
where the matter to which the reference relates is the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation, a person with whom the other person has, or proposes to enter into, an agreement, arrangement, understanding or undertaking, whether formal or informal, or express or implied —
(i)
by reason of which either of those persons may exercise, directly or indirectly, control the exercise of, or substantially influence the exercise of, any voting power attached to a share in the corporation;
(ii)
with a view to controlling or influencing the composition of the board of directors, or the conduct of affairs, of the corporation; or
(iii)
under which either of those persons may acquire from the other of them shares in the corporation or may be required to dispose of such shares in accordance with the directions of the other of them,
except that, in relation to a matter relating to shares in a corporation, a person may be an associate of the corporation and the corporation may be an associate of a person;
(c)
a person with whom the other person is acting, or proposes to act, in concert in relation to the matter to which the reference relates;
(d)
where the matter to which the reference relates is a matter, other than the extent of a power to exercise, or to control the exercise of, the voting power attached to voting shares in a corporation —
(i)
subject to subsection (2), a person who is a director of a corporation of which the other person is a director; or
(ii)
a trustee of a trust in relation to which the other person benefits or is capable of benefiting otherwise than by reason of transactions entered into in the ordinary course of business in connection with the lending of money;
(e)
a person with whom the other person is, according to any subsidiary legislation made under this Act, to be regarded as associated in respect of the matter to which the reference relates;
(f)
a person with whom the other person is, or proposes to become, associated, whether formally or informally, in any other way in respect of the matter to which the reference relates; or
(g)
where the other person has entered into, or proposes to enter into, a transaction, or has done, or proposes to do, any other act or thing, with a view to becoming associated with a person as referred to in paragraph (a), (b), (c), (d), (e) or (f), that last-mentioned person.
(2)  Where, in any proceedings under this Act, it is alleged that a person referred to in subsection (1)(d)(i) was associated with another person at a particular time, that the first-mentioned person shall not be considered to be so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the first-mentioned person at that time knew or ought reasonably to have known the material particulars of that matter.
(3)  A person shall not be taken to be associated with another person by virtue of subsection (1)(b), (c), (e) or (f) by reason only of one or more of the following:
(a)
that one of those persons furnishes advice to, or acts on behalf of, the other person in the proper performance of the functions attaching to his professional capacity or to his business relationship with the other person;
(b)
that one of those persons, a customer, gives specific instructions to the other, whose ordinary business includes dealing in securities, trading in futures contracts or leveraged foreign exchange trading, to acquire shares on the customer’s behalf in the ordinary course of that business;
(c)
that one of those persons has sent, or proposes to send, to the other a take-over offer, or has made, or proposes to make, offers under a take-over announcement, within the meaning of the Take-over Code, in relation to shares held by the other;
(d)
that one of those persons has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation.
[SIA, s. 3; Aust. Corporations, s. 12 (2) and s. 16 (1)]