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©State of Queensland
QUEENSLAND
0.
As amended by ation) Act
An Act to establish the Commissioner for Corporate Affairs as a body corporate, to establish the Companies Auditors and Liquidators Disciplinary Board, to amend the Companies Act 1961-1981 the Securities Industry Act 1975-1978 and certain other Acts and for other purposes
[ASSENTED TO 16 DECEMBER, 19811 PART I-PRELIMINARY
ort title. This Act may be cited as the Companies (Administration) Act 1981.
Collective title conferred by Act of 1984, No. 72, s. 1 (3).
(1) Section 1 and this section shall commence his Act is assented to for and on behalf of Her (2) Except as provided by subsection (1) the provisions of this Act shall commence on a day or days appointed by Proclamation or successive Proclamations.
ss. I, 2 commenced on date of Assent.
Act (except s. 1, 2 and s. 26 paragraph (b)) commenced 1 July 1982 (Proc. pubd.
Gaz. 29 June 1982, p. 2102).
s. 26 paragraph (b) never proclaimed into force and repealed by Act No. 72 of 1984, s. 4.
3. ~ ~ t e ~ ~ ~ ~ t a ~ i 0
.
In this Act, unless the contrary intention appears-“Commissioner” means the Commissioner for Corporate Affairs established under section 7;
2 s. 4 COMPANIES (ADMINISTRATION) ACT 198 1-1984 s. 5
“Minister” includes a Minister of the Crown who is temporarily performing the duties of the Minister.
arts. This Act is divided into Parts as follows:- PART I-PRELIMINARY (ss. 1-4);
PART 11-COMMISSIONER FOR CORPORATE AFFAIRS (ss. 5- 14);
PART 111-COMPANIES AUDITORS AND LIQUIDATORS PART IV-AMENDMENT OF CERTAIN ACTS (ss. 22-27).
DISCIPLINARY BOARD (ss. 15-2 1);
PART 11-COMMISSIONER FOR CORPORATE AFFAIRS
cers. (1) The Governor may, subject to this Act, appoint a Commissioner for Corporate Affairs.
(2) The Commissioner shall be appointed and hold office under and in accordance with the Public Service Act 1922-1978.
(3) The Governor in Council may, under and in accordance with the Public Service Act 1922-1978, appoint such Deputy or Assistant Commissioners for Corporate Affairs and other officers, and employ such employees, as are required to assist the Commissioner in the exercise of his powers, authorities, duties and functions under this or any other Act or any law.
(4) Officers and employees referred to in subsection (3) shall be under the direction of the Commissioner and shall perform such duties as may be assigned by the Commissioner.
(4A) During the absence from whatever cause or a vacancy in the office of the Commissioner a person for the time being holding or acting in the office of Deputy Commissioner designated in writing by the inister shall act in the place of the Commissioner and may exercise and discharge all the powers, authorities, duties and functions of the Commissioner.
(4B) No person shall be concerned to inquire whether any occasion has arisen requiring or authorizing a Deputy Commissioner to act in the place of the Commissioner and all acts or other things done or omitted by a Deputy Commissioner in the course of so acting shall be as valid and effectual as if they had been done or omitted by the Commissioner.
( 5 ) A person who is the Commissioner for Corporate Affairs, a Deputy or Assistant Commissioner for Corporate Affairs, an officer or employee referred to in subsection (3) or a person referred to in section 6 (1) is, for the purposes of the National Companies and Securities Commission (State Provisions) Act 1981 a person appointed for the purposes of this Act.
As amended by Act of 1984, No. 72, s. 2.
s. 6 COMPANIES (ADMINISTRATION) ACT 198 1 - 1984 s. 8 3
ents. (1) All persons appointed or employed under, pursuant to the purposes of Part XPI of the Securities Industry Act 1975-1978 and every person who pursuant to section 137 of that Act is to be taken to have been appointed or employed under that Act and holding office or employed at the Commencement of this Part shall remain in office or employment, as the case may be, as if this Act had been in force at the time when they were appointed or employed or taken to have been appointed or employed and they shall for all purposes be deemed to have been appointed or employed pursuant to section 5 (3) of this Act.
ithout limiting the generality of subsection (1)-
(a) the person who, at the commencement of this Part was the Commissioner for Corporate Affairs; and
(b) every person who, at the commencement of this a Deputy or Assistant Commissioner for Corporal
for the purposes of the Securities Industry Act 1975-1978 shall without any further or other appointment be the Commissioner for Corporate Affairs or, as the case may be, a Deputy QI- Assistant Commissioner for Corporate Affairs for the purposes of this Act.
7. S i 0 (1) The Commissioner for
Corpor irs (1) is hereby constituted a
corporation sole under the name of the “commissioner for CO
Affairs” and shall by that name have perpetual succession and a common seal and be capable in law of suing and being sued and of acquiring, holding and disposing of real and personal property and of doing and suffering all such acts and things as bodies corporate may by law do or suffer.
(2) Every court shall take Judicial notice of the common seal of the Commissioner affixed to an instrument or writing and, unless the contrary is established, shall presume that it was duly affixed.
(3) In the performance of a function or the exercise of a power under an Act or a law in force in the State the Commissioner represents the Crown in right of the State.
e Seal. The common seal of the Commissioner may be affixed to an instrument or writing by the Commissioner for Corporate Affairs referred to in section 5 (1) or by-
(a) a Deputy or Assistant Commissioner for Corporate Affairs;
(b) an officer or employee referred to in section 5 (3); or (c) a person referred to in section 6 (l),
authorized in writing so to do either generally or in a particular case or class of cases and the Commissioner for Corporate Affairs or other person so authorized shall attest by his signature the fact and date of the seal being so affixed.
4 s. 9 COMPANIES (ADMINISTRATION) ACT 198 1-1 984 s. 11
4s. (1) A Deputy or Assistant Commissioner so by the Commissioner may, in his own name, execute any document on behalf of the Commissioner.
uty or Assistant Commissioner has been authorized, as referred to in subsection (I), to execute any document on behalf of the Commissioner, hat document may be executed in the name and on behalf of that eputy or Assistant Commissioner by any person authorized in writing by that Deputy or Assistant Commissioner to do
SO.
orting to be executed as referred to in subsections eemed to have been duly executed by the d that the person who executed it was o in subsection (1) or (2), as the case in any proceedings in the ted by the Commissioner.
The Commissioner shall have and may perform an conferred or imposed o er Act or any law in force or any law of the Commonwealth or any law of 01- in force (1) The Commissioner, with t val of may, for and on behalf ofthe
(a) waive or reduce, in a particular case or class of case, fees that wou~d otherwise be payable pursuant to an Act to the Commissioner for and on behalf of the State; or
(b) refund in whole or in art, in a particular case or class of fees paid pursuan to an Act to the Commissioner for subsection (1) may be exercised in respect of fore the commencement of the Cumpanies not duly authorized as
may be, and shall be a same way as it would
s and powers as may or under this or any
the c o ~ m o n ~ e a ~ t h or another State.
on behalf of the State.
Act Amendment Act 1984 as well as in res paid or payable on or after that date.
Tnserted by Act of 1984, No. 72, s. 3.
(1) Except as otherwise expressly , the Commissioner may, either gen~rally or as o t h e ~ i s e provided by the instrument of delegation, by writing under the common seal of the Commissioner, delegate to any person all OF any functions or powers that are imposed or conferred on or conferred on the Commissioner.
(2) The Commissioner may, by writing under the common seal of the Commissioner, revoke, wholly or in part, any delegation under s u ~ s e ~ t i o n (1).
e Commissioner by or under any Act (other than functions or po e dele~ation of which is prohibited by the Act) or otherwise imp
s. 11 COMPANIES (ADMINISTRATION) ACT 198 1 I 1 984 s . 1 1 5
(3) A delegation under subsection (1) may be to-
(a) a specified person (whether a natural person or a body (b) the person for the time being holding a specified o
corporate); or
an Act or the person for the time being occupying a position in the Public Service of the State being a position that is specified in the instrument of delegation.
Except in so far as the i n s t ~ m e ~ t o f dele s, a person to whom a function or power ha
bsection (1) may-
(a) in the case of a natural person-by writin or
orke another person to p e ~ ~ o r ~ the fu lega~ed and may, in like
such authority.
( 5 ) An
author it^
uC o m ~ i s s i ~ n e r
power conferred on the Commissioner by or under an Act or law, it shall be presumed, unless the contrary is established, that the person is
6 s . 1 2 COMPANIES (ADMINISTRATION) ACT 198 1-1 984 9. 113
duly authorized as a delegate of the Commissioner or as a person duly authorized by such a delegate to perform the function or exercise the power.
(1 1) A document purporting to be signed by a person as a delegate of the Commissioner shall be deemed, unless the contrary is established, to have been signed by such a delegate and to have been so signed pursuant to the performance of a function or the exercise of a power duly delegated to the person by the Commissioner.
(12) A document purporting to be signed by a person authorized by a delegate of the Cornmissioner to sign the document shall be
~ e e m e d , unless the contrary is established to have been signed by a erson so authorized and to have been so signed pursuant to the edormance of a function or the exercise of a power that he is duly a ~ ~ h o ~ ~ e d by such a delegate to perform or exercise.
delegation or authority under this section may be made or ct to such conditions or such limitations as to the performance exercise of any of the functions or powers delegated, or as to time or c i r c u m s t a ~ ~ e s ~ as may be specified in the instrument of delegation or authority.
n applies to a function or power that the delegation from the National Companies the Commissioner has er section 1 1-
(a) the Commissioner may give directions to the delegate with respect to the performance of that function or the exercise of that power; and
(b) if the delegate has, under section 1 1 (41, authorized another person to perform that function or exercise that power, the delegate-
(i) shall, if the Commissioner has given a direction to the delegate under paragraph (a) with respect to the performance of that function or the exercise of that power, give a corresponding direction to the other person; and (ii) may, subject to any direction given to th delegate by the
Commissioner under paragraph (a), give irections to the rson with respect to the performance of that
or the exercise of that power.
e (1) The Cornmissioner under this Act is the successor in law of the Commissioner for Corporate Affairs under the Securities Industry Act 1975197% as in force immediately before the commencement of section 24.
(2) Any proceedings instituted by or against the Commissioner (whether referring to him personally or as Commissioner for Corporate Affairs or both) before the commencement of section 24 may be
8. 14 COMPANIES (ADMINISTRATION) ACT 198 1
-
1984 8.15 7continued and concluded after the commencement of this Part in all respects as if the proceedings were instituted by or against the Commissioner after the commencement of this Part.
er. For the purpose of enabling the rcise the functions and powers imposed Act or law there shall be hampton and Townsville and at such other places as are appointed by Order in Council.
PART 111-COMPANIES AUDITORS AND LIQUIDATORS DISCIPLINARY For the purposes of the Companies Companies Auditors and Liquidators
the functions and may exercise ion 2 of Part I1 of that Code.
rsons of whom-
(a) one shall be a duly qualified legal practitioner of not less than 5 years’ standing who shall be the chairrnan of the e shall be selected from a panel of 3 names nominated by the Council of The of Chartered Accountants in Australia (Queenslan ); and
selected from a panel of 3 names nominated nsland Divisional Council of the Australian
d shall be appointed by Council on the recommendation of the
the deputy of the chairman of the practitioner of not less than 5 years’
shall be, in the event of deputy from a meeti and when so attendi d and, in the case of the
emed to be the chairman ct done by him as such
shall be entitled to such remuneration as is prescribed by Order in Council.
8 s. 16 COMPANIES (ADMINISTRATION) ACT 198 1-1984 s. 19
ce. Each member of the eding 3 years as is fi
rd shall hold office for by the terms of his appointment and shall be eligible for re-appointment.
17.
on
of o ee. A member of the Board shall be deemed to have vacated his office-if without leave oard, he is absent from 3 consecutive meetings of the
if he becomes an insolvent er administration within the meaning of the Companies
if he is convicted of an offe vslving fraud or dishonesty punishable on conviction by imprisonment for 3 months or more;
if he becomes incapable by reason of mental infirmity of managing his affairs;
if his appointment is terminated by the section 20; or
if he resigns or dies.
nsland) Code;
(1) All business of the least, which shall consist its business in such manner as it de
oard shall have votes, a casting vote.
about to be considere relevant facts have corn interest at a meeting of
(2) A disclosure under subsection (1) shall be recorded in the minutes of the meeting of the Board and the member shall not, unless
inister or the oard otheiwise determines-
(a) be present during any deliberation of the oard with respect to that matter; or
s. 20 COMPANIES (ADMINISTRATION) ACT 1981-1984 5.22 9
(b) take part in any decision of the oard with respect to that matter.
(3) For the purpose of the making of a determination by the
under subsection (2) in relation to a member who has made a disclosure under subsection (1), a member who has a direct or indirect p e c u n i a ~ interest in the matter to which the disclosure relates shall not-
(a) be present during any deliberation of the purpose of making the determination; or
(b) take part in the making of the determination by the
of section 19.
owers that it would
i n ~ u i ~ .
et. The Companies Act 1941-19 is a
be ~ ~ ~ s t i t ~ t e d the fo~~owing
(a) in section 5 (1) for the definition of “ ~ o ~ ~ i s s i o n e r ’ ~ there shall
‘‘ ~ 6 ~ o m ~ i $ ~ i ~ n e r 9 ’ means the ~ o ~ ~ i s s i o n e r for CO
under the Companies ( ~ d ~ i ~ i s ~ r a t ~ o ~ ) Act 1981;”; and (b) in section 381-
(i) in subsection (1) after the expression “Securities Industry Act 1971” there shall be inserted the expression “or the Companies (Administration) Act 1981”; and
10 s.23 COMPANIES (ADMINISTRATION) ACT 1981-1 984 s. 25
(ii) after subsection (3) there shall be inserted the following subsections:-
“(4) The Commissioner may, with the written consent of the take proceedings for an offence, other than an offence against
ion (4) affects the power of the Commissioner the Securities Industry Act 1975-1978 or the 9 or subject to and in accordance with sland) Code, the Companies (Acquisition
[the]* Companies (Queensland) Code or ies (Interpret at ion and Miscellan eous rovisions) (Queensland) Code.”.
The Companies Act 1961-1981 is a
ct. The Securities Industry Act 1975-1978 is amended as follows:-
(a) in section 2 for the expression “PART XIB-COMMISSIONER FOR
CORPORATE AFFAIRS AND THER OFFICERS (s. 133);” there shall be II-GENERAL ADMINISTRATION [s.
nition of ‘ 6 ~ o m ~ i s s i o n e r 9 ’ there shall the expression ‘
the heading i ~ ~ ~ e d i a t e l y above section 133 there shall the following heading:-
DMINISTRATION” ; and
n 133 there shall be substituted the following section:--
* The ~ ~ ~ m i s s i Q n e r is hereby cha t and shall have and may exercise upon the Commissioner by or under this Act.”.
wers, authorities, duties and functions as are conferred or
2 t o $S es In section 3 (1) of the
Business Names Act 1962-197’9 for the definition of “Commissioner”
there shall be substituted the following definition:-
‘‘ “Commissioner” means the Commissioner for Corporate Affairs under the Companies (Administration) Act 1981’;”.
*Sic
s. 26 COMPANIES (ADMINISTRATION) ACT 198 1- 1984 s.27 11
ffY ieaki Laws)
of Act is amen
(a) in section 4 (1) for the definition of “Commissioner for Corporate
‘‘ “Commissioner for Corporate Affairs” means the Commissioner for Corporate Affairs under the Companies (Administration) Act 1981;”;
Affairs” there shall be substituted the following definition:-
As amended by Act of 1984, No. 72, s. 4.
of the Associations I
“Commissioner” there
BY AUTHORITY
S . R. HAMPSON, GOVERNMENT PRINTER, QUEENSLAND- 1987
7501 2 (rju 124)-3/87
Act-
commencement of . . . parts of . . . short title of . . . Assistant Commissioner-
execution of documents by . . . Governor in Council may appoint . . . may use seal of Commissioner . . . saving of appointment of. under Securities Industry Act . . . . Associations Incorporation Act-
amendment of . . .
Boasd-
appointment or act of deputy of member not to be questioned . constitution of . . . establishment of . . . member to disclose interest re . . .
termination of appointment re . . . members of, may appoint deputy . . . members of, to be appointed by Order in Council . . . proceedings of . . . qualifications of deputy of member of . . . remuneration of deputy and member of . . . tenure of member of . . . vocation of office of member of . . . Body corporate-
Commissioner to be . . . Business Names Act-
amendment of . .
Commencement of Act Commissioner-
Court to take judicial notice of seal of
deemed appointed for the purposes of another Act
. . . . . . Deputy Commissioner to act in place of. when vacancy . . .
validity of acts re . . . . . . . . . documents may be executed on behalf of . . . Governor in Council may appoint . . . Governor in Council may appoint Deputy and Assistants for . .
s . 2 . . 4 . . 1 . .
9 . . 5 (3) . . 8 . . 6 (2) . .
21 . .
15 ('7) . . 15 (2) . . 15 (1) . . 19 . . 20 . . 15 (4) . .
15 (3) . . 18 . . 15 (5) . . 15 (8) . . 16 11
I . .
25
2 . .
l ( 2 ) . . 5 ( 5 ) . . 5 (4A) 5 (48) 9 . . 5 (1) . . 5 (3) . .
. . . . . . . . .
. . . . . . . . . . . .
. . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
. . .
. . .
. . . . . . . . . . . . . . .
Page
1 2 i
4 2 3 3 11
7 8 9 7 1 8 1 1 8 8
3 10
1
3 2
14 INDEX
Commissioner-conlinued-
may delegate powers and functions . . . authority of actions of delegate re
directions re . . . may be subject to conditions
not to prevent performance of functions of Commissioner . . presumption as to authority re
revocation of . . . when not to apply . . . who may be delegate re
may use seal . . . may waive or reduce fees
meaning of term . . . officers and employees to be. under direction of
offices of . . . powers of . . . saving of appointment of, under Securities Industry Act . . . . to be body corporate . . . to be successor in law under Securities Industry Act . . . to hold office under Public Service Act . . . to represent Crown in right of the State . . . . . . . . . . . .
. . . . . .
. . .
Commissioner of Corporate Affairs . See Commissioner .
Companies Act-
amendment of . . . when Companies Auditors Board established under, may
continue . . . Companies Auditors and Liquidators Disciplinary Board . See Board .
court-
to take judicial notice of seal of Commissioner Crown-
Commissioner to represent. in right of the State
Delegation of powers and functions of Commissioner . . . . Deputy Commissioner-
execution of documents by . . . Governor in Council may appoint . . . may use seal of Commissioner . . . saving of appointment of. under Securities Industry Act to act in place of Commissioner when vacancy
validity of acts re . . . . . . .
Deputy of member of Board-
act or appointment of. not to be questioned . . . appointment of . . . powers of . . . qualifications of . . . remuneration of . . .
Fees-
Commissioner may waive or reduce . . .
Governor in Council-
may appoint Commissioner . . . may appoint Deputy or Assistant Commissioners . . . . to consent to waiver or reduction of fees . . .
.s . I 1 ( I ) . . . I 1 (6), (7) . . . 12 . . . I I (13) . . . 1 1 (8). (9) . . . 1 1 (10)-(12) . . . . I 1 (2) . . . I 1 (14) . . . 1 1 (3)-(5) . . .
8 . . . I OA . . .
3 . . . 5 (4) . . . 14 . . . 10 . . . 6 ( 2 ) . . . 7 (1) . . . 13 . . . 5 (2) . . . 7 (3) . . .
ss . 22. 23 . . . s . 2 1 . . .
7 (3)
1 1
9 . . . 8 . . . 6 (2) . . . 5 (3) . . .
5(4A) . . . 5(4B) . . .
15 (7) . . . 15 (4) . . . 15 (6) . . . 15 (8) . . . 15 ( 5 ) . . .
1 OA . . .
5 (1) . . . 5 (3) . . . 1 OA . . .
Page 4 5 6 6 5 5. 6 4 6 5 3 4 1 2 7 4 3 3 6 2 3
9. IO 9
A
4
2 2 4
INDEX
Interpretation. See Meaning of terms.
Meaning of terms-
Commissioner . . . Minister . . . Minister-
meaning of term . . . to recommend member of Board . . .
National Companies and Securities Commission (State Provisions) Commissioner, etc., deemed to be appointed for the purposes of
Act-
Officers and employees-
may use seal of Commissioner . . . saving of appointment of . . . to be under direction of Commissioner . . . Offices of Commissioner
Order in Council-
re appointment of member of Board. . . . re remuneration of member of Board and deputy . . .
Parts of Act . . . Public Service Act-
Commissioner to hold office under . . .
Seal-
Commissioner to have . . . judicial notice to be taken of . . . who may use . . . Securities Industry Act-
amendment o f , , . . . Commissioner to be successor in law of Commissioner for Cor-
porate Affairs under . . . saving of appointments under . . . Securities Industry (Application of Laws) Act-
amendment o f , . . . . Short title of Act . . . .
s . 3 . . . 3 . . . .
3 . . . 15 ( 3 ) . . . .
5 ( 5 )
8 . . . 6 ( I ) , . . . 5 (4) . . . 14 . . .
15 (3) . . . 15 ( 8 ) . . . .
4 . . .
5 ( 2 ) . . .
7 ( I ) . . . . 7 (2) . . . 8 . . .
24 . . . 13 . . . 6 . . .
26 1
15
P e e
1 2
2 7
2
7 7
I O 6 3 I I 1
T
Transitional provision . . , . , . . . . . . . . . . . . . . s. 13 . . . . . . .
BY AUTHORITY
S. R. HAMPSON, GOVERNMENT PRINTER, QUEENSLAND- I987
Page
6
75012 (iju124)-9/87
