1. This Act may be cited as the Companies (Miscellaneous Amendments) Act 1981.

Commencement

3. The Aboriginal Councils and Associations Act 1976ˡ is in this Part referred to as the Principal Act.

4. Section 3 of the Principal Act is amended by omitting paragraph (b) of the definition of “unauthorized name” and substituting the following paragraph:

“(b) a name of a kind that the Ministerial Council for Companies and Securities has, for the purposes of the Companies Act 1981, directed the National Companies and Securities Commission not to accept for registration under that Act.”.

5. Section 62 of the Principal Act is repealed and the following section substituted:

Application of provisions of Companies Act relating to compositions with creditors

“62. Subject to this Act, the provisions of the Companies Act 1981 that relate to compromises or arrangements between companies and their creditors apply, so far as they are capable of application and subject to such modifications, adaptations and exceptions (if any) as are prescribed, to and in relation to Incorporated Aboriginal Associations and, in the application of those provisions—

(a) a reference to a company shall be read as a reference to an Incorporated Aboriginal Association;

(b) a reference to the directors of a company shall be read as a reference to the members of the Governing Committee of an Incorporated Aboriginal Association; and

(c) a reference to the Court shall be read as a reference to the Federal Court of Australia.”.

6. Section 67 of the Principal Act is repealed and the following section substituted:

Application of provisions of Companies Act to winding up of Incorporated Aboriginal Associations

“67. Subject to this Act, the provisions of the Companies Act 1981 that relate to the winding up of companies incorporated under that Act apply, so far as they are capable of application and subject to such modifications, adaptations and exceptions (if any) as are prescribed, to and in relation to the winding up of Incorporated Aboriginal Associations and, in the application of those provisions—

(a) a reference to a company shall be read as a reference to an Incorporated Aboriginal Association;

(b) a reference to the directors of a company shall be read as a reference to the members of the Governing Committee of an Incorporated Aboriginal Association;

(c) a reference to the secretary of a company shall be read as a reference to the public officer of an Incorporated Aboriginal Association;

(d) a reference to the principal place of business of a company shall be read as a reference to the official address of the public officer of an Incorporated Aboriginal Association;

(e) a reference to the Court shall be read as a reference to the Federal Court of Australia; and

(f) a reference to the Commission shall be read as a reference to the Registrar of Aboriginal Corporations.”.

7. The Aboriginal Land Rights (Northern Territory) Act 1976² is in this Part referred to as the Principal Act.

8. Section 47 of the Principal Act is amended by omitting from sub-section (3) “Companies Ordinance 1962-74 of the Australian Capital Territory” and substituting “Companies Act 1981”.

9. The Australian Bicentennial Authority Act 1980³ is in this Part referred to as the Principal Act.

10. Section 7 of the Principal Act is amended by omitting from sub-section (5) “sections 120 and 121 of the Companies Ordinance 1962” and substituting “sections 225 and 226 of the Companies Act 1981”.

11. Section 8 of the Principal Act is amended by omitting “sub-section 132 (2) of the Companies Ordinance 1962” and substituting “sub-section 236 (2) of the Companies Act 1981”.

12. Section 13 of the Principal Act is amended by omitting from sub-section (2) “Companies Ordinance 1962” and substituting “Companies Act 1981”.

13. Section 19 of the Principal Act is amended by omitting from sub-section (4) “Companies Ordinance 1962” and substituting “Companies Act 1981”.

14. Section 21 of the Principal Act is amended—

(a) by omitting from paragraph (a) of sub-section (3) “Companies Ordinance 1962” and substituting “Companies Act 1981”;

(b) by omitting from sub-paragraph (i) of paragraph (b) of sub-section (3) “Registrar of Companies holding office under the Companies Ordinance 1962” and substituting ‘‘office of the Corporate Affairs Commission for the Australian Capital Territory”; and

(c) by omitting from paragraph (c) of sub-section (3) “sub-sections 254 (2) and (3) of the Companies Ordinance 1962” and substituting “sub-sections 254 (2) and (3) of the Companies Act 1981”.

15. The Australian Capital Territory Supreme Court Act 1933⁴ is in this Part referred to as the Principal Act.

16. Section 28 of the Principal Act is amended—

(a) by inserting in paragraph (b) of sub-section (1) “of the Commonwealth or” after “any law”; and

(b) by omitting sub-section (5).

17. The Australian Capital Territory Taxation (Administration) Act 1969⁵ is in this Part referred to as the Principal Act.

18. The Principal Act is amended by adding at the end of Part III the following Division:

“ Division 10— Registration of Transfers of Marketable Securities by Companies

Transfer of marketable securities not to be registered unless duly stamped

“58a. A transfer of a share in the capital of, or a debenture of, a company shall not be registered, recorded or entered in the books of the company unless the instrument of transfer—

(a) bears a statement in respect of the sale or purchase to which the transaction relates, made in accordance with section 52 of this Act or in

accordance with a provision of a law of a State or another Territory relating to stamp duty, to the effect that stamp duty, if payable, has been or will be paid;

(b) has been duly stamped for the purposes of this Act or of a law of a State or another Territory relating to stamp duty; or

(c) bears a stamp affixed or impressed under section 17 of this Act or under a provision of a law of a State or another Territory relating to stamp duty to the effect that no tax or stamp duty is payable.”.

19. The Banks (Shareholdings) Act 1972⁶ is in this Part referred to as the Principal Act.

20. Section 8 of the Principal Act is amended—

(a) by omitting paragraph (a) of sub-section (3) and substituting the following paragraph:

“(a) a right, being a right or an interest of a kind described in the definition of ‘prescribed interest’ in sub-section (1) of Companies Act 1981, was issued or offered to the public for subscription or purchase;”;section 5 of the

(b) by omitting from paragraph (c) of sub-section (3) “that section or corresponding provision” and substituting “Companies Act 1981”; andsection 164 of the

(c) by omitting sub-paragraph (i) of paragraph (a) of sub-section (5) and substituting the following sub-paragraph:

“(i) a corporation that, by virtue of sub-section (5) of Companies Act 1981, is related to that other person;”.section 7 of the

21. The Financial Corporations Act 1974⁷ is in this Part referred to as the Principal Act.

22. Section 7 of the Principal Act is amended by omitting from sub-section (1) “Companies Ordinance 1962-1973 of the Australian Capital Territory or, if that Ordinance is amended, under that Ordinance as amended” and substituting “Companies Act 1981”.

23. The Industrial Research and Development Grants Act 1967⁸ is in this Part referred to as the Principal Act.

24. Section 5 of the Principal Act is amended—

(a) by inserting “of the Commonwealth,” after “law” in paragraph (a) of the definition of “eligible company” in sub-section (1); and

(b) by omitting from paragraph (b) of sub-section (9) “Companies Ordinance 1962-1971 of the Australian Capital Territory, but, in determining such a question, paragraph (b) of sub-section (1) of section 6 of that Ordinance shall be disregarded” and substituting “Companies Act 1981, but, in determining such a question, paragraph (b) of sub-section (1) of section 7 of that Act shall be disregarded”.

25. The Insurance Act 1973⁹ is in this Part referred to as the Principal Act.

26. Section 3 of the Principal Act is amended by omitting sub-section (2).

27. Section 4 of the Principal Act is amended by omitting “Companies Ordinance 1962-1973 of the Australian Capital Territory, are related to each other would be determined under that Ordinance if, in section 6 of that Ordinance” and substituting “Companies Act 1981, are related to each other would be determined under that Act if, in section 7 of that Act”.

28. Section 22 of the Principal Act is amended by omitting from paragraph (e) of sub-section (2) “under the law of a State or Territory” and substituting “under the law in force in a State or Territory”.

29. Section 33 of the Principal Act is amended by omitting “interests within the meaning of Division 5 of Part IV of the Companies Ordinance 1962-1973 of the Australian Capital Territory” from the definition of “securities” in sub-section (7) and substituting “prescribed interests as defined by sub-section 5 (1) of the Companies Act 1981”.

30. Section 39 of the Principal Act is amended by omitting from sub-section (4) “the Ninth Schedule to the Companies Ordinance 1962-1973 of the Australian Capital Territory” and substituting “the regulations in force for the time being under sub-section 269 (8) of the Companies Act 1981”.

31. Section 46 of the Principal Act is amended by inserting in paragraph (1) (b) “under a law in force” after “auditor”.

32. Section 50 of the Principal Act is amended—

(a) by inserting “prescribed” before “interests” (twice occurring) in the definition of “affairs” in sub-section (1); and

(b) by omitting the definition of “interest” from sub-section (1) and substituting the following definition:

“ ‘prescribed interest’ means a prescribed interest as defined by sub-Companies Act 1981;”.section 5 (1) of the

35. Section 128 of the Principal Act is amended by omitting sub-section (3) and substituting the following sub-section:

“(3) In this section, ‘officer’, in relation to a body corporate, has the same meaning as that expression has in relation to a corporation under the Companies Act 1981 by virtue of sub-section 5 (1) of that Act.”.

41. The Petroleum (Submerged Lands) (Registration Fees) Act 1967¹¹ is in this Part referred to as the Principal Act.

42. Section 4 of the Principal Act is amended by omitting from paragraph (a) of sub-section (5) “Companies Ordinance 1962-66 of the Australian Capital Territory or, if that Ordinance is amended, of that Ordinance as so amended” and substituting “Companies Act 1981”.

43. The Structural Adjustment (Loan Guarantees) Act 1974¹² is in this Part referred to as the Principal Act.

44. Section 8 of the Principal Act is amended by omitting paragraph (a) of sub-section (5) and substituting the following paragraph:

“(a) they are companies that would be deemed to be related to each other for the purposes of the Companies Act 1981 if that Act were applicable to them; or”.

45. The Acts specified in the Schedule are amended as set out in that Schedule.

SCHEDULE Section 45

SCHEDULE—continued

No. 186, 1976, as amended. For previous amendments, see No. 56, 1978.

2. No. 191, 1976, as amended. For previous amendments, see Nos. 21, 70 and 83, 1978; No. 189, 1979; and No. 72, 1980.

3. No. 49, 1980.

4. No. 34, 1933, as amended. For previous amendments, see No. 27, 1935; No. 57, 1945; No. 52, 1947; No. 65, 1948; Nos. 51 and 80, 1950; Nos. 17 and 36, 1955; No. 47, 1956; No. 34, 1957; No. 43, 1958; No. 51, 1959; No. 110, 1960; No. 109, 1964; No. 92, 1965; Nos. 8 and 93, 1966; No. 156, 1968; No. 40, 1969; Nos. 13 and 98, 1971; No. 216, 1973 (as amended by No. 20, 1974); No. 158, 1976; and No. 3, 1978.

5. No. 42, 1969, as amended. For previous amendments, see No. 216, 1973 (as amended by No. 20, 1974).

6. No. 2, 1972, as amended. For previous amendments, see No. 216, 1973 (as amended by No. 20, 1974).

7. No. 36, 1974, as amended. For previous amendments, see No. 157, 1976.

8. No. 51, 1967, as amended. For previous amendments, see No. 59, 1972; No. 201, 1973; No. 216, 1973 (as amended by No. 20, 1974); No. 85, 1976; and No. 36, 1978.

9. No. 76, 1973, as amended. For previous amendments, see No. 216, 1973 (as amended by No. 20, 1974); No. 157, 1976; and No. 31, 1977.

10. No. 28, 1945, as amended. For previous amendments, see Nos. 65 and 80, 1950; No. 94, 1953; No. 3, 1958; No. 93, 1959; No. 29, 1961; No. 145, 1965; No. 78, 1973; No. 216, 1973 (as amended by No. 20, 1974); No. 32, 1977; and No. 177, 1978.

11. No. 123, 1967, as amended. For previous amendments, see No. 82, 1980.

12. No. 155, 1974.