Companies (Application of Laws) Act 1982 An Act to make provision for the formation of companies in Tasmania, the regulation of companies formed in Tasmania, the registration in Tasmania of certain other bodies, and certain other matters, and for other purposes [Royal Assent 30 June 1982] Be it enacted by His Excellency the Governor of Tasmania, by and with the advice and consent of the Legislative Council and House of Assembly, in Parliament assembled, as follows: PART I - Preliminary 1. Short title This Act may be cited as the Companies (Application of Laws) Act 1982 . 2. Commencement (1) This section and section 1 shall commence on the day on which this Act receives the Royal Assent. (2) Except as provided in subsection (1) , this Act shall commence on a day to be fixed by proclamation. 3. Interpretation (1) In this Act, except in so far as the context or subject-matter otherwise indicates or requires – Agreement means the agreement made on 22nd December 1978 between the Commonwealth and the States in relation to a proposed scheme for the co-operative regulation of companies and the securities industry or, if that agreement is or has been amended or affected by another agreement, that agreement as so affected; the applied provisions means the provisions applying by reason of sections 5 and 6 ; Commission means the National Companies and Securities Commission established by the National Companies and Securities Commission Act 1979 of the Commonwealth; Commissioner for Corporate Affairs means the person holding office as Commissioner for Corporate Affairs under section 4 of the Commissioner for Corporate Affairs Act 1980 , and includes any person holding that office in an acting capacity; the Commonwealth Act means the Companies Act 1981 of the Commonwealth; Ministerial Council means the Ministerial Council for Companies and Securities established by the Agreement. (2) In this Act, a reference to a Commonwealth Act shall be construed as including a reference to that Act as amended and in force for the time being and to an Act passed in substitution for that Act. (3) In this Act, a reference to the commencement of this Act is a reference to the day fixed under section 2 (2) . 4. Interpretation of Companies (Tasmania) Code The Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 applies to the Companies (Tasmania) Code . PART II - Application of Laws 5. Application of Commonwealth Act Subject to this Act, the provisions of the Commonwealth Act , other than sections 1 , 2 , 3 , and 4 , apply – (a) as if amended as set out in Schedule 1 ; and (b) subject to and in accordance with the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 – as laws of Tasmania. 6. Application of company regulations Subject to this Act, the provisions of regulations in force for the time being under the Commonwealth Act as in force on 31 December 1990, other than provisions providing for the citation or commencement of the regulations, apply – (a) as if amended as set out in Schedule 2 ; and (b) subject to and in accordance with the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 – as regulations made under the provisions applying by reason of section 5 . 7. Fees payable (1) There shall be paid to the Commissioner for Corporate Affairs, for and on behalf of Tasmania, for or in respect of – (a) the lodgment of documents with the Commission under the applied provisions; (b) the registration of documents under the applied provisions or the inspection or search of registers kept by, or documents in the custody of, the Commission under the applied provisions; (c) the production by the Commission, pursuant to a subpoena, of any register kept by, or documents in the custody of, the Commission under the applied provisions; (d) the issuing of documents or copies of documents, the granting of licences, consents, or approvals, or the doing of other acts or things by the Ministerial Council or the Commission under the applied provisions; (e) the making of inquiries of, or applications to, the Ministerial Council or the Commission in relation to matters arising under the applied provisions; and (f) the submission to the Commission of documents for examination by the Commission – such fees (if any) as are prescribed by regulations in force on 31 December 1990 under the Companies (Fees) Act 1981 of the Commonwealth and specified in the Schedule to those regulations as if amended as set out in Schedule 3 and as if, unless the contrary intention appears, the expressions used had the same respective meanings as in the applied provisions. (1A) Where – (a) by virtue of section 265A of the Companies (Tasmania) Code , a company is to be deemed, for the purposes of that Code, to lodge a document with the Commission at a particular time; and (b) a fee would, if the company had lodged the document with the Commission at that time, have been payable to the Commissioner for Corporate Affairs under subsection (1) for or in respect of the lodgment – then – (c) the company shall pay to the Commissioner for Corporate Affairs, for and on behalf of the State, a fee (in this subsection referred to as the "relevant fee") of an amount equal to the amount of the fee referred to in paragraph (b) ; and (d) as from that time, the relevant fee is a debt due to the Crown and may be recovered by the Commissioner for Corporate Affairs in a court of competent jurisdiction. (2) Where a fee is payable to the Commissioner for Corporate Affairs for and on behalf of the State under subsection (1) for or in respect of the lodgment of a document with the Commission and the document is submitted for lodgment without payment of the fee, the document shall be deemed not to have been lodged until the fee has been paid. (3) Where a fee is payable to the Commissioner for Corporate Affairs, for and on behalf of the State under subsection (1) , for or in respect of any matter involving the doing of any act or thing by the Ministerial Council or the Commission, the Ministerial Council or the Commission shall not do that act or thing until the fee has been paid. (4) This section has effect notwithstanding anything contained in the applied provisions. (5) Nothing in this section prevents the Commissioner for Corporate Affairs, for and on behalf of the State, from – (a) waiving or reducing, in a particular case or classes of cases, fees that would otherwise be payable pursuant to this section; or (b) refunding in whole or in part, in a particular case or classes of cases, fees paid pursuant to this section. (6) In this section, unless the contrary intention appears, expressions used have the same respective meanings as in the applied provisions. 8. Amendment of regulations pursuant to Agreement (1) Where – (a) under the Agreement, the Ministerial Council approves a proposed amendment of regulations in force for the time being under the Commonwealth Act or the Companies (Fees) Act 1981 of the Commonwealth; and (b) on the expiration of 6 months after the date on which the Ministerial Council so approved, the amendment has not been made or has been made and is subject to disallowance or has ceased to be in force by disallowance or for any other reason – the Governor may make regulations in accordance with the proposed amendments approved by the Ministerial Council amending the provisions of regulations applying by reason of section 6 or the regulations referred to in section 7 , as the case may be. (2) Regulations under subsection (1) may amend Schedule 2 or 3 , as the case may be, and that Schedule as so amended shall be Schedule 2 or 3 , as the case may be, to this Act. (3) In this Act – (a) a reference to provisions of regulations applying by reason of section 6 includes a reference to provisions as so applying as amended in accordance with this section; and (b) a reference to fees prescribed by regulations under the Companies (Fees) Act 1981 of the Commonwealth includes a reference to those regulations as amended in accordance with this section. 9. Publication of Companies (Tasmania) Code (1) The Minister may from time to time authorize the publication by the Government Printer of the provisions of the Commonwealth Act , other than sections 1 , 2 , 3 , and 4 , amended as set out in Schedule 1 and in operation, or to come into operation, in Tasmania. (2) A document published under subsection (1) – (a) shall include the headings and sections set out in Schedule 4 ; (b) shall include a notification of the date, or dates, on which the several provisions set out in the document came, or come, into operation in Tasmania; (c) shall include a statement of the date on which the Minister authorized publication; and (d) may be cited as the Companies (Tasmania) Code . (3) A document that is, or purports to be, a copy of the Companies (Tasmania) Code that has been, or purports to have been, published in accordance with this section is prima facie evidence of the provisions of the Commonwealth Act applying by reason of section 5 as in operation, or to come into operation, in Tasmania as notified in the document in accordance with subsection (2) (b) . 10. Publication of Companies (Tasmania) Regulations (1) The Minister may from time to time authorize the publication by the Government Printer of the provisions of regulations under the Commonwealth Act , other than provisions providing for the citation or commencement of the regulations, amended as set out in Schedule 2 and in operation, or to come into operation, in Tasmania. (2) A document published under subsection (1) – (a) shall include the heading and provisions set out in Schedule 5 ; (b) shall include a notification of the date, or dates, on which the several provisions set out in the document came, or come, into operation in Tasmania; (c) shall include a statement of the date on which the Minister authorized the publication; and (d) may be cited as the Companies (Tasmania) Regulations. (3) A document that is or purports to be a copy of the Companies (Tasmania) Regulations that has been, or purports to have been, published in accordance with this section is prima facie evidence of the provisions applying by reason of section 6 as in operation, or to come into operation, in Tasmania as notified in the document in accordance with subsection (2) (b) . 11. Publication of Companies (Fees) (Tasmania) Regulations (1) The Minister may from time to time authorize the publication by the Government Printer of the Schedule to regulations prescribing fees under the Companies (Fees) Act 1981 of the Commonwealth amended as set out in Schedule 3 and in operation, or to come into operation, in Tasmania. (2) A document published under subsection (1) – (a) shall include the heading and provisions set out in Schedule 6 ; (b) shall include a notification of the date, or dates, on which the several provisions set out in the document came, or come, into operation in Tasmania; (c) shall include a statement of the date on which the Minister authorized the publication; and (d) may be cited as the Companies (Fees) (Tasmania) Regulations. (3) A document that is, or purports to be, a copy of the Companies (Fees) (Tasmania) Regulations that has been, or purports to have been, published in accordance with this section is prima facie evidence of the provisions of the Schedule to regulations referred to in section 7 as in operation, or to come into operation, in Tasmania as notified in the document in accordance with subsection (2) (b) . 12. Publication of provisions of amended Code or regulations (1) The Minister may, from time to time, authorize the publication by the Government Printer of a document setting out – (a) provisions that by reason of – (i) the enactment of an Act of the Commonwealth amending the Commonwealth Act ; and (ii) the operation of section 5 (including the operation, if applicable, of Schedule 1 ) – apply, or will apply, as laws of Tasmania; (b) provisions that by reason of – (i) regulations under the Commonwealth Act ; and (ii) the operation of section 6 (including the operation, if applicable, of Schedule 2 ) – apply, or will apply, as regulations made under the provisions applying by reason of section 5 ; or (c) fees that by reason of – (i) regulations under the Companies (Fees) Act 1981 of the Commonwealth; and (ii) the operation of section 7 (including the operation, if applicable, of Schedule 3 ) – are, or will be, payable under that section. (2) A document published under subsection (1) shall include a notification of the date or dates on which the provisions or fees set out in the document came, or come, into operation in Tasmania. (3) A document that has been or purports to have been published in accordance with this section is prima facie evidence of provisions or fees referred to in subsection (1) set out in the document. 13. Interpretation of references to the applied provisions (1) Unless the contrary intention appears, in this or any other Act, or in a regulation or other instrument made under this or any other Act, or in any other document made by or under the authority of, or for the purposes of, a law of Tasmania – (a) a reference to the Companies (Tasmania) Code is a reference to the provisions of the Commonwealth Act applying by reason of section 5 ; (b) a reference to a provision of that Code is a reference to the corresponding provision of the Commonwealth Act as so applying; (c) a reference to the Companies (Tasmania) Regulations is a reference to the provisions of regulations in force under the Commonwealth Act applying by reason of section 6 ; (d) a reference to a provision of those regulations is a reference to the corresponding provisions of the regulations in force under the Commonwealth Act as so applying; (e) a reference to the Companies (Fees) (Tasmania) Regulations is a reference to the Schedule to regulations prescribing fees in force under the Companies (Fees) Act 1981 of the Commonwealth as referred to in section 7 ; and (f) a reference to a provision of that Schedule is a reference to the corresponding provision of the Schedule to regulations prescribing fees in force under that Act as referred to in section 7 . (2) In subsection (1) , provision includes Part, Division, section, subsection, paragraph, subparagraph, Schedule, form, regulation, clause, subclause, or other division. 14. Amendment of certain provisions in accordance with approval of Ministerial Council Where, under the Agreement, the Ministerial Council – (a) approves – (i) a proposed amendment of the Commonwealth Act ; (ii) regulations proposed to be made under the Commonwealth Act (whether or not amending other regulations); (iii) a proposed amendment of the Companies (Fees) Act 1981 of the Commonwealth; or (iv) regulations proposed to be made under that Act (whether or not amending other regulations); and (b) approves proposed regulations to be made under this Act in connection with the operation of the proposed amendment or regulations referred to in paragraph (a) – the Governor may make regulations amending Schedule 1 , 2 , or 3 or section 7 , as the case may be, in accordance with that approval and that Schedule or section as so amended shall be Schedule 1 , 2 or 3 or section 7 , as the case may be, of this Act. 15. Exemptions from Division 6 of Part IV of the Companies (Tasmania) Code (1) Where the Ministerial Council approves the exemption of a company from complying with all or any of the provisions of Division 6 of Part IV of the Companies (Tasmania) Code in relation to any prescribed interest, or class of prescribed interests, specified by the Ministerial Council, the Governor may make regulations exempting that company, subject to such terms and conditions as are specified in the regulations, from so complying. (2) Where the Ministerial Council approves the declaration of a right or interest, or a right or interest included in a class or kind of rights or interests, as an exempt right or interest, or a class or kind of exempt rights or interests, for the purposes of Division 6 of Part IV of the Companies (Tasmania) Code , the Governor may make regulations declaring that right or interest, or a right or interest included in that class or kind of rights or interests, to be, subject to such terms and conditions as are specified in the regulations, an exempt right or interest, or a class or kind of exempt rights or interests, for the purposes of that Division. (3) Where the Ministerial Council approves – (a) a body corporate incorporated in Tasmania, not being a company within the meaning of the Companies (Tasmania) Code ; or (b) an unincorporated society, association, or other body, formed or established in Tasmania, that has been admitted to the official list of a stock exchange that is a prescribed stock exchange for the purposes of that Code and has not been removed from that official list – as a prescribed corporation for the purposes of Division 8 of Part IV of that Code , the Governor may make regulations prescribing that body corporate, unincorporated society, association, or other body as a prescribed corporation for the purposes of that Division. (4) Regulations under this section shall be read and construed as one with the Companies (Tasmania) Regulations. PART III - Repeals and Transitional Provisions 16. Interpretation: Part III Expressions used in this Part that are defined by section 5 of the Companies (Tasmania) Code or in the Companies and Securities (Interpretation and Miscellaneous Provisions) (Tasmania) Code have in this Part, unless the contrary intention appears, the respective meanings given to those expressions by that section or in that Code. 17. Repeals The Acts specified in Schedule 7 are repealed. 18. Particular provisions Unless the contrary intention appears in this Act or in the Companies (Tasmania) Code , all persons, things, and circumstances appointed or created by or under the Companies Act 1962 or existing or continuing under that Act immediately before the commencement of this Act shall, under and subject to this Act and the Companies (Tasmania) Code , continue to have the same status, operation, and effect as they respectively would have had if this Act had not been enacted. 19. General provisions Without affecting the generality of section 18 , unless the contrary intention appears in this Act or in the Companies (Tasmania) Code , neither this Act nor the Companies (Tasmania) Code disturbs the continuity of status, operation, or effect of any order, rule, regulation, scale of fees, appointment, conveyance, mortgage, charge, deed, agreement, resolution, direction, approval, application, requisition, instrument, document, memorandum, articles, incorporation, nomination, affidavit, call, forfeiture, minute, assignment, register, registration, transfer, list, licence, certificate, security, notice, compromise, arrangement, right, priority, liability, duty, obligation, proceeding, matter, or thing made, done, effected, given, issued, passed, taken, validated, entered into, executed, lodged, filed, accrued, incurred, existing, pending, or acquired by or under the Companies Act 1962 before the commencement of this Act. 20. Proceedings by or against Commissioner to be proceedings by or against Commission. (1) Where, before the commencement of this Act, a proceeding under the Companies Act 1962 had been commenced by or against the Commissioner for Corporate Affairs, the proceeding may be continued by or against the Commission. (2) Where, but for the enactment of this Act, a proceeding under the Companies Act 1962 could have been commenced by or against the Commissioner for Corporate Affairs, the proceeding may be commenced by or against the Commission. 21. Property vested in Commissioner vests in Commission Where, immediately before the commencement of this Act, property was vested in the Commissioner for Corporate Affairs by reason of the operation of section 310 of the Companies Act 1962 , the property vests by force of this section in the Commission and sections 462 , 463 , and 464 of the Companies (Tasmania) Code apply in relation to the property in like manner as they would apply if the property had vested in the Commission pursuant to section 461 of that Code . 22. Registers, funds, andaccounts Any register, fund, or account kept immediately before the commencement of this Act under any provision of the Companies Act 1962 shall be deemed to be part of a register, fund, or account kept under the corresponding provision of the Companies (Tasmania) Code . 23. Acts of Governor or Minister under Companies Act 1962 deemed to be acts of Ministerial Council or Commission, &c. (1) In this section – the Act means the Companies Act 1962 ; the Code means the Companies (Tasmania) Code ; the Gazette means the Commonwealth of Australia Gazette. (2) Where the Minister had given consent under section 22 (1) of the Act to the registration of a company or an intended company by a specified name and the company had not been registered by that name before the commencement of this Act, the consent shall be deemed to have been a consent to the reservation or registration of that name in respect of that company or intended company given by the Ministerial Council under section 38 (2) of the Code . (3) A licence issued to a company under section 24 of the Act or the corresponding provision of a previous enactment and in force immediately before the commencement of this Act continues in force as if – (a) the licence were a licence issued by the Commission under section 66 of the Code ; and (b) where the company was exempt from complying with provisions of the Act – the licence exempted the company from complying with the corresponding provisions of the Code – and a reference in the Code to a licence under section 66 of the Code shall be construed as including a reference to a licence to which this subsection applies. (4) A declaration under section 38 (7) (b) or (c) of the Act and in force immediately before the commencement of this Act shall be deemed to be a declaration made by the Commission under section 97 (7) (b) or (c) , as the case may be, of the Code . (5) A notice under section 38 (8) of the Act and in force immediately before the commencement of this Act shall be deemed to be a notice by the Commission published under section 97 (9) of the Code . (6) Where – (a) under section 44 (3) of the Act , an allotment of shares or debentures had been exempted from the operation of section 44 of the Act ; and (b) that exemption was in force immediately before the commencement of this Act – that allotment of shares or debentures shall be deemed to have been exempted by the Commission, under section 105 (3) of the Code , from the operation of section 105 of the Code . (7) An approval for the purposes of section 74 (1) (e) of the Act and in force immediately before the commencement of this Act shall be deemed to be an approval given by the Commission under section 152 (1) (h) of the Code . (8) An order under section 74D (2) of the Act and in force immediately before the commencement of this Act shall be deemed to be an order made by the Commission under section 156 (2) of the Code . (9) Where, under section 74D (2) of the Act , the trustee for the holders of debentures had been directed to apply to the Court for an order under section 74D (4) of the Act and at the commencement of this Act the trustee had not complied with that direction, the trustee shall be deemed to have been directed by the Commission under section 156 (2) of the Code to apply to the Court for an order under section 156 (4) of the Code . (10) A declaration by the Minister under section 74F (8) of the Act and in force immediately before the commencement of this Act shall be deemed to be a declaration made by the Commission under section 158 (10) of the Code . (11) An order under section 74F (9) of the Act and in force immediately before the commencement of this Act shall be deemed to be a notice published by the Commission under section 158 (11) (a) of the Code . (12) A direction under section 84 (3) of the Act and in force immediately before the commencement of this Act shall be deemed to be a direction given by the Commission under section 172 (5) of the Code . (13) Where – (a) a company had been exempted by notice under section 88 of the Act from complying, in relation to an interest or class of interests specified in the notice, with all or any of the provisions of Division V of Part IV of the Act ; and (b) that exemption was in force immediately before the commencement of this Act – that company is, subject to such terms and conditions (if any) as were specified in that notice, deemed to have been exempted from complying, in relation to that interest or class of interests, with the provisions of Division 6 of Part IV of the Code that correspond with the provisions specified in that notice and, for the purposes of section 176 of the Code , the notice shall be deemed to have been a notice published in the Gazette under section 176 (1) . (14) An order under section 160 (2) of the Act and in force immediately before the commencement of this Act shall be deemed to be an order made by the Commission published under section 265 (2) of the Code requiring the company to comply with the provisions of Division 5 of Part V of the Code and of the regulations made for the purposes of that Division that correspond with the provisions of the Act specified in the order. (15) An order under section 161A of the Act and in force immediately before the commencement of this Act shall be deemed to be an order made by the Commission under section 273 (1) of the Code relieving the directors of the company named in the order from compliance with the requirements of the Code that correspond with the requirements of the Act specified in the order and, where the order is subject to limitations, terms, or conditions, shall be deemed to be subject to those limitations, terms, or conditions. (16) An order by the Governor under section 334 (2) of the Act and in force immediately before the commencement of this Act shall be deemed to be a declaration made by the Commission by order published in the Gazette under section 490 (3) of the Code . (17) An order by the Governor under section 339 (b) of the Act and in force immediately before the commencement of this Act shall be deemed to be a declaration made by the Commission by order published in the Gazette under section 495 (2) of the Code . (18) A declaration under section 348 (5) (b) or (c) of the Act and in force immediately before the commencement of this Act shall be deemed to be a declaration made by the Commission by order published in the Gazette under section 516 (7) (b) or (c) , as the case may be, of the Code . (19) Where – (a) the Minister had given consent under section 353 (1) of the Act to the registration of a foreign company by a specified name; and (b) the foreign company had not been registered by that name before the commencement of this Act – the consent shall be deemed to be a consent given by the Ministerial Council under section 38 (2) of the Code . (20) Where – (a) the Minister had given consent under section 353 (2) of the Act to the registration of a change in the name of a foreign company to a specified new name; and (b) the change of name had not been registered before the commencement of this Act – the consent shall be deemed to be a consent to the reservation or registration of that name in respect of that foreign company given by the Ministerial Council under section 38 (2) of the Code . (21) Where – (a) under section 374 (2) of the Act , a corporation had been exempted from the provisions of section 374 (1) of the Act ; and (b) that exemption was in force immediately before the commencement of this Act – that corporation shall be deemed to have been exempted by the Commission by instrument in writing published in the Gazette under section 552 (2) of the Code from the provisions of section 552 (1) of the Code . 24. Names (1) A name under which a company was registered under the Companies Act 1962 immediately before the commencement of this Act shall, for the purposes of Division 2 of Part III of the Companies (Tasmania) Code , be deemed to be registered under that Division in respect of that company unless and until the registration of the name is cancelled, or ceases to be in force, under that Division. (2) A reference in subsection (1) to a company shall be construed as including a reference to a corporation that, immediately before the commencement of this Act, was registered under the Companies Act 1962 as a foreign company, whether that corporation is, for the purposes of the Companies (Tasmania) Code , a recognized company or a foreign company. (3) Where, within the period of 2 months immediately preceding the date of commencement of this Act – (a) a name was reserved under section 22 (8) of the Companies Act 1962 ; or (b) the period for which a name was reserved under that Act was extended by the Commissioner under section 22 (9) of that Act – the name shall, for the purposes of the Companies (Tasmania) Code , be deemed to be reserved under Division 2 of Part III of that Code until the date on which the reservation of that name under the Companies Act 1962 would have ceased. 25. Continued application of Table A and Table B in certain circumstances (1) Nothing in this Act or in the Companies (Tasmania) Code affects the continued operation of – (a) Table A , or any part of Table A, of the Fourth Schedule to the Companies Act 1962 (either as originally enacted or as amended from time to time) or the corresponding Table, or any part of the corresponding Table, in any corresponding previous law of the State (either as originally enacted or as so amended) so far as it applies to a company existing immediately before the commencement of this Act; or (b) Table B , or any part of Table B, of the Fourth Schedule to the Companies Act 1962 (either as originally enacted or as amended from time to time) or the corresponding Table, or any part of the corresponding Table, in any corresponding previous law of the State (either as originally enacted or as so amended) so far as it applies to a company existing immediately before the commencement of this Act. (2) This section does not prevent the articles of a company adopting, in accordance with section 75 (1) of the Companies (Tasmania) Code , all or any of the regulations contained in Table A or Table B of Schedule 3 to that Code . 26. Existing prospectuses and section 82 statements (1) Where a prospectus was registered under the Companies Act 1962 within the period of 6 months before the commencement of this Act, the prospectus shall, for the purposes of the Companies (Tasmania) Code , until the expiration of the period of 6 months after the date on which it was registered, be deemed to be a prospectus registered under that Code. (2) Where a statement under section 82 of the Companies Act 1962 was registered under that Act within the period of 6 months before the commencement of this Act, the statement shall, for the purposes of the Companies (Tasmania) Code , until the expiration of the period of 6 months after the date on which it was registered, be deemed to be a statement that has been registered under Division 1 of Part IV of the Companies (Tasmania) Code as required by section 170 (1) of that Code . 27. Interests in partnership agreements Section 169 of the Companies (Tasmania) Code does not apply to or in relation to an issue to the public of an interest, an offer to the public for purchase of an interest, or an invitation to the public to purchase an interest, that – (a) is an interest in a partnership agreement; and (b) was subscribed for or first purchased before 1st January 1963. 28. Registration of charges (1) Notwithstanding the repeals effected by section 17 – (a) Division VII of Part IV of the Companies Act 1962 ; and (b) any other provisions of that Act that are necessary for the effectual operation of that Division – continue in force as if the Companies Act 1962 had not been repealed in relation to – (c) any charge created by a corporation before the commencement of this Act; and (d) any charge to which property acquired by a corporation before the commencement of this Act was subject when the property was so acquired – and the provisions of Division 9 of Part IV of the Companies (Tasmania) Code do not apply in relation to any such charge. (2) In subsection (1) , corporation has the meaning assigned to that expression by section 5 of the Companies (Tasmania) Code . 29. Certificate that person is an executive officer of a company Where it appears from a return lodged with the Registrar of Companies or the Commissioner for Corporate Affairs pursuant to a previous law of the State with which the Companies (Tasmania) Code corresponds that a person was at a particular time a manager of a company, the Commission may give a certificate under section 238 (10) of that Code that the person was at that time a principal executive officer of the company. 30. Application of Companies (Tasmania) Code to financial years ending before commencement of this Act (1) The provisions of Division 2 of Part VI of the Companies (Tasmania) Code (other than sections 267 , 268 , 273 , and 275 ) apply in relation to a company, being a company incorporated under the Companies Act 1962 or a corresponding previous enactment, and to the directors of such a company, in relation to a financial year or financial years of the company that ended before the commencement of this Act and so apply as if – (a) a requirement in any of those provisions (other than section 274 ) that an act or thing be done not less than 14 days before an annual general meeting of a company or, if no annual general meeting is held within the period within which it is required by section 240 to be held, not less than 14 days before the end of that period were a requirement that that act or thing be done within the period of 5 months (or, in the case of an exempt proprietary company, the period of 6 months) after the commencement of this Act; (b) a reference in those provisions to the last financial year of a company were a reference to each financial year of the company that ended before the commencement of this Act; (c) the reference in section274 (1) to each annual general meeting of the company were a reference to the annual general meeting at which accounts or group accounts are required by subsection (2) of this section to be laid before the company; (d) a reference in those provisions to accounts or group accounts required by section 275 to be laid before a company at its annual general meeting were a reference to accounts or group accounts, as the case may be, required by subsection (2) of this section to be laid before a company at an annual general meeting; and (e) a reference in section 276 (1) to the preceding provisions of Division 2 included a reference to the provisions of subsection (2) of this section. (2) The directors of a company to which subsection (1) applies shall cause to be laid before the first annual general meeting of the company held after the expiration of the period of 5 months or 6 months, as the case requires, referred to in subsection (1) (a) , in respect of each financial year of the company that ended before the commencement of this Act – (a) a copy of the profit and loss account made out in accordance with section 269 (1) of the Companies (Tasmania) Code ; (b) a copy of the balance-sheet made out in accordance with section 269 (2) of that Code ; (c) in the case of a company that, at the end of the relevant financial year, was not a holding company – a copy of the directors' report made out in accordance with section 270 (1) of that Code ; (d) in the case of a company that, at the end of the relevant financial year, was a holding company – a copy of the group accounts made out in accordance with section 269 (3) of that Code and a copy of the directors' report made out in accordance with section 270 (2) of that Code in respect of the profit or loss and the state of affairs of the group of companies of the holding company as at the end of that financial year; (e) a copy of any auditor's report required by section 269 (5) of that Code to be attached to the accounts or group accounts of the company; and (f) a copy of the statement by the directors required by section 269 (9) or (10) of that Code to be attached to the accounts or group accounts of the company. (3) Where, pursuant to this section, the directors of a company are required to comply with the requirements of section 269 (8) of the Companies (Tasmania) Code in respect of the accounts and, if applicable, the group accounts made out in respect of a financial year that ended before the commencement of this Act, the prescribed requirements for the purposes of section 269 (8) of that Code are the requirements that were set out in the Ninth Schedule to the Companies Act 1962 , as in force immediately before that commencement. (4) A reference in subsections (2) and (3) to a provision of the Companies (Tasmania) Code shall be read as a reference to that provision of that Code as it applies by virtue of subsection (1) . (5) In this section, financial year, in relation to a company in relation to which this section applies, has the same meaning as it has in relation to such a company under the Companies (Tasmania) Code by virtue of paragraph (a) of the definition of financial year in section 5 (1) of that Code . 31. Annual general meeting held before commencement of this Act Where, before the commencement of this Act, an annual general meeting of a company was held and at the commencement of this Act the company had not complied with section 158 or 159 of the Companies Act 1962 in relation to that annual general meeting, that section continues to apply in relation to that company in relation to that annual general meeting as if this Act had not been enacted. 32. Special investigations (1) Part VII of the Companies (Tasmania) Code applies to and in relation to an investigation to which Division IV of Part VI of the Companies Act 1962 applied immediately before the commencement of this Act and so applies as if the inspector appointed to carry out the investigation under section 173 of the Companies Act 1962 had been appointed, and the investigation is being carried out, pursuant to a direction given in the exercise of a power under section 291 (1) of that Code otherwise than in response to a request made by the Commission under section 291 (4) of that Code . (2) Where, before the commencement of this Act, an act, matter, or thing had been done or had arisen in the course of an investigation to which Part VI of the Companies Act 1962 applied immediately before that commencement, that act, matter, or thing shall have the same status, operation, and effect in relation to the investigation after that commencement as if that act, matter, or thing had been done or had arisen after that commencement. (3) In particular and without affecting the generality of subsection (2) , an order, application, examination, deposition, writ, summons, proceeding, record, note, or report made, effected, issued, or given in relation to an investigation to which Part VI of the Companies Act 1962 applied immediately before the commencement of this Act shall have the same status, operation, and effect in relation tothe investigation after that commencement as if the order, application, examination, deposition, writ, summons, proceeding, record, note, or report had been made, effected, issued, or given after that commencement. 33. Lodging of accounts by person administering compromise or arrangement Where – (a) section 330 of the Companies (Tasmania) Code applies, by virtue of section 315 (11) of that Code , in relation to a person or persons appointed to administer a compromise or arrangement; and (b) that person or those persons was or were so appointed before the commencement of this Act – references in section 330 of that Code to the date of appointment of that person or of those persons shall be deemed to be references to the date of commencement of this Act. 34. Winding up (1) The provisions of the Companies (Tasmania) Code with respect to winding up, other than the provisions of Subdivision F of Division 4 of Part XII , do not apply to any company the winding up of which was commenced before the commencement of this Act, and any such company shall be wound up in the same manner and with the same incidents as if this Act had not been enacted and, for the purposes of the winding up, the provisions of the Companies Act 1962 shall apply. (2) In this section, company includes an unregistered company within the meaning of Division V of Part X of the Companies Act 1962 . 35. Registered auditors and liquidators (1) For the purposes of the Companies (Tasmania) Code , a person who was, immediately before the date of commencement of this Act, registered as an auditor or as a liquidator or appointed as an official liquidator under the Companies Act 1962 shall, subject to section 27 of that Code , be deemed to be registered under Division 2 of Part II of that Code as an auditor, as a liquidator, or as an official liquidator, as the case may be, for the period of 6 months commencing on the date of commencement of this Act. (2) Where – (a) a person who is deemed by reason of subsection (1) to be registered under Division 2 of Part II of the Companies (Tasmania) Code as an auditor or as a liquidator for the period of 6 months commencing on the date of commencement of this Act has applied to be registered under that Division as an auditor or as a liquidator, as the case may be, within that period of 6 months; and (b) at the expiration of that period, the person has not been notified of the results of his application – the person shall, subject to section 27 of that Code , be deemed to be registered as an auditor or liquidator, as the case may be, for a further period commencing at the expiration of the period referred to in paragraph (a) and ending – (c) in the case of an application for registration as an auditor – on the day on which the application is granted or refused; and (d) in the case of an application for registration as a liquidator – on the day on which the person is notified of the results of his application. (3) Where the registration as a liquidator of a person to whom subsection (2) applies comes into force under Division 2 of Part II of the Companies (Tasmania) Code , that person shall be deemed to have been registered as a liquidator under that Division for the period commencing at the expiration of the day referred to in subsection (2) (d) and ending at the expiration of the day before the day on which that registration comes into force. (4) A person who is deemed to be registered as an auditor, as a liquidator, or as an official liquidator under the provision of a law of a participating State or participating Territory that corresponds with subsection (1) shall be deemed to be registered as an auditor, as a liquidator, or as an official liquidator, as the case may be, under the Companies (Tasmania) Code . 36. Power of Minister to consent to institution of proceeding Where – (a) the institution of a particular proceeding under the Companies Act 1962 was subject to the consent of the Minister; and (b) the proceeding was not instituted before the commencement of this Act but may be instituted after the commencement of this Act by reason of the operation of section 16 of the Acts Interpretation Act 1931 – the enactment of this Act does not affect the power of the Minister to consent to the institution of the proceeding. 37. Recognized companies (1) Where a corporation that is a recognized company for the purposes of the Companies (Tasmania) Code was, immediately before the commencement of this Act, registered as a foreign company under the Companies Act 1962 , the registered office of that corporation in the State the situation of which was specified – (a) in a case to which paragraph (b) does not apply – in a notice lodged under section 346 (1) of that Act ; or (b) if a notice or notices have been lodged under section 347 (1) of that Act in relation to the situation of the registered office of the corporation – in that notice or in the later or latest of those notices – shall be deemed to be the principal office within the State of the corporation for the purposes of section 507 of the Companies (Tasmania) Code . (2) Where – (a) before the commencement of this Act, an act, matter, or thing had been done or commenced under the Companies Act 1962 in relation to a corporation that was a foreign company for the purposes of that Act; (b) the corporation is a recognized company for the purposes of the Companies (Tasmania) Code ; and (c) that act, matter, or thing could have been done or commenced under the Companies (Tasmania) Code after the commencement of this Act in relation to a recognized company – that act, matter, or thing shall be deemed to have been done or commenced, as the case may be, and, in the case of an act, matter, or thing that has been commenced, may be continued or completed under the Companies (Tasmania) Code , in relation to that corporation as a recognized company. 38. Recognized companies under corresponding laws (1) Section 501 of the Companies (Tasmania) Code applies in relation to a company that, immediately before the commencement of this Act, had a place of business or carried on business in a State or Territory that is a participating State or participating Territory as if the company had established a place of business or commenced to carry on business, as the case may be, in that State or Territory at the commencement of this Act. (2) Where a company had, before the commencement of this Act, lodged under the provisions of a law of a State or Territory that is a participating State or participating Territory that corresponds with section 346 (1) or 347 (1) of the Companies Act 1962 a notice or notices that specified the days and hours during which the registered office of the company in that State or Territory was open and accessible to the public, the company shall, for the purposes of section 502 (2) of the Companies (Tasmania) Code , be deemed to have lodged a notice under section 501 (2) of that Code in relation to that State or Territory. (3) Where, immediately before the commencement of this Act, a company maintained a branch register in a State or Territory that is a participating State or participating Territory in accordance with the provision of the law of that State or Territory that corresponded with section 354 of the Companies Act 1962 , that register shall be deemed to be a branch register of the company kept under section 262 of the Companies (Tasmania) Code , and section 262 of that Code applies in relation to that register as if it had been established, and as if the office where it is kept had been opened, on the date of commencement of this Act. 39. Foreign companies (1) A corporation formed outside the State, other than a corporation that is a recognized company for the purposes of the Companies (Tasmania) Code , that was, immediately before the commencement of this Act, registered as a foreign company under the Companies Act 1962 shall be deemed to be registered, as from the commencement of this Act, as a foreign company for the purposes of the Companies (Tasmania) Code . (2) A corporation formed outside Australia and the external Territories that was, immediately before the commencement of this Act, registered as a foreign company under the Companies Act 1962 may, within 1 month after the date of commencement of this Act or within such further period as the Commission allows, lodge with the Commission a notice in the prescribed form – (a) stating whether the corporation wishes to continue to be registered as a foreign company under the Companies (Tasmania) Code ; and (b) if the corporation states that it does not wish to continue to be registered as a foreign company under that Code – specifying one State or Territory (being a State or Territory under the law of which the corporation was registered as a foreign company immediately before the commencement of this Act and which is a participating State or a participating Territory) as the State or Territory under the law of which the corporation wishes to be registered as a foreign company. (3) A corporation is not entitled pursuant to subsection (2) (b) – (a) to specify a State in a notice if the corporation has specified a different State or a Territory in a notice under a corresponding provision of the law of a participating State or participating Territory; or (b) to specify a Territory in a notice if the corporation has specified a State or another Territory in a notice under a corresponding provision of the law of a participating State or participating Territory. (4) Where a corporation to which subsection (2) applies lodges with the Commission a notice under that subsection specifying pursuant to paragraph (b) of that subsection a State or Territory as the State or Territory under the law of which the corporation wishes to be registered as a foreign company – (a) the corporation shall, as from the date on which the notice is so lodged, cease to be registered as a foreign company for the purposes of the Companies (Tasmania) Code ; and (b) the registered office of the corporation in the State the situation of which was specified – (i) in a case to which subparagraph (ii) does not apply – in a notice lodged under section 346 (1) of the Companies Act 1962 ; or (ii) if a notice or notices has or have been lodged under section 347 (1) of that Act in relation to the situation of the registered office of the corporation – in that notice or in the later or latest of those notices – shall be deemed to be the principal office within the State of the corporation for the purposes of section 507 of the Companies (Tasmania) Code . (5) In this section, external Territory means a Territory of the Commonwealth, other than the Australian Capital Territory, the Jervis Bay Territory, or the Northern Territory, for the government of which as a Territory provision is made by an Act of the Commonwealth. 40. Power of Commission to destroy or dispose of documents (1) Notwithstanding section 31 (10) of the Companies (Tasmania) Code , where a corporation that is a recognized company for the purposes of that Code was, immediately before the commencement of this Act, registered as a foreign company under the Companies Act 1962, the Commission may, if in the opinion of the Commission it is no longer necessary or desirable to retain them, destroy or dispose of any documents lodged by or in relation to that corporation under the Companies Act 1962 or under any corresponding previous law. (2) Notwithstanding section 31 (10) of the Companies (Tasmania) Code , where a corporation that was, immediately before the commencement of this Act, a recognized company under the Companies Act 1962 or was registered as a foreign company under that Act, the Commission may, if in the opinion of the Commission it is no longer necessary or desirable to retain them, destroy or dispose of any documents lodged by or in relation to that corporation under the Companies Act 1962 or under any corresponding previous law. 41. Marketable Securities Act 1971 (1) A sufficient instrument of transfer under the Marketable Securities Act 1971 , in relation to a transfer of marketable securities or a transfer of rights to marketable securities, that was duly completed before the commencement of this Act has the same effect, and may be used and dealt with, as if this Act had not been enacted. (2) An agreement, application, acceptance, warranty, or indemnity deemed by the Marketable Securities Act 1971 to have been made or given by a person continues to operate and has the same force and effect as if this Act had not been enacted. 42. Rules of Court Notwithstanding the repeals effected by section 17 , Rules of Court made in accordance with the Supreme Court Civil Procedure Act 1932 for the purposes of the Companies Act 1962 shall be deemed to be made in accordance with the Supreme Court Civil Procedure Act 1932 for the purpose of the Companies (Tasmania) Code and, until rescinded, may from time to time be amended. 43. Power of Court to resolve difficulties (1) Where any difficulty arises in the application to a particular matter of this Part or in the application of a particular matter of any of the provisions of the Companies (Tasmania) Code , the Companies Act 1962 , or the Marketable Securities Act 1971 by reason of the operation of this Part, the Court may, on the application of an interested person, make such order as it thinks proper to resolve the difficulty. (2) An order made under subsection (1) has effect notwithstanding anything contained in this Act or in the Companies (Tasmania) Code , the Companies Act 1962 , or the Marketable Securities Act 1971 . (3) In subsection (1) , Court means the Supreme Court or a judge of the Supreme Court. 44. Regulations (1) Subject to subsection (3) , the Governor may make regulations for the purposes of this Part. (2) Regulations prescribing matters for the purposes of this Part may prescribe those matters by reference to regulations for the time being in force under the Companies (Transitional Provisions) Act 1981 of the Commonwealth. (3) The power of the Governor to make regulations for the purposes of this Part shall be exercised only in accordance with advice that is consistent with resolutions of the Ministerial Council. SCHEDULE 1 - Application of Provisions of Commonwealth Act Section 5 SCHEDULE 2 - Application of Regulations under Commonwealth Act Section 6 SCHEDULE 3 - Application of Regulations under Companies (Fees) Act 1981 of the Commonwealth Section 7 SCHEDULE 4 - Headings and Sections for Inclusion in Publication of Commonwealth Act Section 9 SCHEDULE 5 - Heading and Provisions for Inclusion in Publication of Regulations under Commonwealth Act Section 10 SCHEDULE 6 - Heading and Provisions for Inclusion in Publication of Regulations under Companies (Fees) Act 1981 of the Commonwealth Section 11 SCHEDULE 7 - Repeals Section 17 Year and number of Act Short title of Act No. 66 of 1962 Companies Act 1962 No. 32 of 1971 Marketable Securities Act 1971 No. 5 of 1978 Companies Act 1978 No. 31 of 1978 Companies Act (No. 2) 1978 No. 70 of 1978 Companies Act (No. 3) 1978 No. 65 of 1980 Companies Amendment Act 1980