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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FIRST SCHEDULE Repealed Written Laws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THIRD SCHEDULE Repealed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 27/11/2014, you requested the version as published on or before 27/11/2014.
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Definition of subsidiary and holding company
5.
—(1)  For the purposes of this Act, a corporation shall, subject to subsection (3), be deemed to be a subsidiary of another corporation, if —
(a)
that other corporation —
(i)
controls the composition of the board of directors of the first-mentioned corporation;
(ii)
controls more than half of the voting power of the first-mentioned corporation; or
(iii)
holds more than half of the issued share capital of the first-mentioned corporation (excluding any part thereof which consists of preference shares and treasury shares); or
(b)
the first-mentioned corporation is a subsidiary of any corporation which is that other corporation’s subsidiary.
[21/2005]
(2)  For the purposes of subsection (1), the composition of a corporation’s board of directors shall be deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation shall be deemed to have power to make such an appointment if —
(a)
a person cannot be appointed as a director without the exercise in his favour by that other corporation of such a power; or
(b)
a person’s appointment as a director follows necessarily from his being a director or other officer of that other corporation.
(3)  In determining whether one corporation is a subsidiary of another corporation —
(a)
any shares held or power exercisable by that other corporation in a fiduciary capacity shall be treated as not held or exercisable by it;
(b)
subject to paragraphs (c) and (d), any shares held or power exercisable —
(i)
by any person as a nominee for that other corporation (except where that other corporation is concerned only in a fiduciary capacity); or
(ii)
by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary which is concerned only in a fiduciary capacity,
shall be treated as held or exercisable by that other corporation;
(c)
any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned corporation or of a trust deed for securing any issue of such debentures shall be disregarded; and
(d)
any shares held or power exercisable by, or by a nominee for, that other corporation or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other corporation if the ordinary business of that other corporation or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business.
(4)  A reference in this Act to the holding company of a company or other corporation shall be read as a reference to a corporation of which that last-mentioned company or corporation is a subsidiary.
(5)  For the purposes of this Act, the Depository, as defined in section 130A, shall not be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee.
[22/93]
[UK, 1948, s. 154; Aust., 1961, s. 6]