Companies (Application of Laws) Act 1981

Companies (Application of Laws) Act 1981

An Act to make provision for the formation of companies in Queensland, the regulation of companies formed in Queensland, the registration in Queensland of certain other bodies and certain other matters, and for other purposes

1Short title

This Act may be cited as the Companies (Application of Laws) Act 1981 .

4Interpretation

In this Act—

agreement means the agreement made on 22 December 1978 between the Commonwealth and the States in relation to a proposed scheme for the cooperative 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 amended or affected.

commission means the National Companies and Securities Commission established by the National Companies and Securities Commission Act 1979 (Cwlth).

commissioner for corporate affairs means the commissioner for corporate affairs under the Companies (Administration) Act 1981 .

ministerial council means the Ministerial Council for Companies and Securities established by the agreement.

the applied provisions means the provisions applying by reason of sections 6 and 7.

the Commonwealth Act means the Companies Act 1981 (Cwlth).

s 4 amd 1995 No. 58 s 4 sch 1

5Interpretation of Companies (Queensland) Code

The Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 applies to the Companies (Queensland) Code.

pt 3 hdg om 1995 No. 58 s 4 sch 1

6Application of Commonwealth Act as in force on 31 December 1990

Subject to this Act, the provisions of the Commonwealth Act as in force on 31 December 1990 (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 Queensland.

s 6 amd 2001 No. 45 s 29 sch 2

7Application of company regulations

Subject to this Act, the provisions of regulations in force on 31 December 1990 under the Commonwealth Act (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 6.

s 7 amd 2001 No. 45 s 29 sch 2

8Fees payable

(1)There shall be paid to the commissioner for corporate affairs, for and on behalf of the State, for or in respect of—

(a)the lodgment of documents with the commission under the applied provisions; and

(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; and

(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; and

(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; and

(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 for the time being under the Companies (Fees) Act 1981 (Cwlth) 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 the Companies (Queensland) Code, section 265A, 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 (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 State 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.

s 8 amd reg pubd gaz 12 April 1986 pp 1607–8

9Amendment of regulations pursuant to agreement

(1)Where, 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 (Cwlth) and, upon 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 in Council may make regulations in accordance with the proposed amendment approved by the ministerial council amending the provisions of regulations applying by reason of section 7 or the regulations referred to in section 8, as the case may be.

(2)Regulations made by the Governor in Council 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 7 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 (Cwlth) includes a reference to those regulations as amended in accordance with this section.

10Publication of Companies (Queensland) Code

(1)The Minister may from time to time authorise 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 Queensland.

(2)A document published under subsection (1)—

(a)shall include the headings and sections set out in schedule 4; and

(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 Queensland; and

(c)shall include a statement of the date on which the Minister authorised the publication; and

(d)may be cited as the Companies (Queensland) Code.

(3)A document that is, or purports to be, a copy of the Companies (Queensland) 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 6 as in operation, or to come into operation, in Queensland as notified in the document in accordance with paragraph (b) of subsection (2).

11Publication of Companies (Queensland) Regulations

(1)The Minister may from time to time authorise 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 Queensland.

(2)A document published under subsection (1)—

(a)shall include the headings and provisions set out in schedule 5; and

(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 Queensland; and

(c)shall include a statement of the date on which the Minister authorised the publication; and

(d)may be cited as the Companies (Queensland) Regulations.

(3)A document that is or purports to be a copy of the Companies (Queensland) 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 7 as in operation, or to come into operation, in Queensland as notified in the document in accordance with subsection (2) (b).

12Publication of Companies (Fees) (Queensland) Regulations

(1)The Minister may from time to time authorise the publication by the Government Printer of the schedule to regulations prescribing fees under the Companies (Fees) Act 1981 (Cwlth) amended as set out in schedule 3 and in operation, or to come into operation, in Queensland.

(2)A document published under subsection (1)—

(a)shall include the headings and provisions set out in schedule 6; and

(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 Queensland; and

(c)shall include a statement of the date on which the Minister authorised the publication; and

(d)may be cited as the Companies (Fees) (Queensland) Regulations.

(3)A document that is, or purports to be, a copy of the Companies (Fees) (Queensland) 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 8 as in operation, or to come into operation, in Queensland as notified in the document in accordance with subsection (2) (b).

13Publication of provisions of amended Code or regulations

(1)The Minister may from time to time authorise 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 6 (including the operation, if applicable, of schedule 1);

apply, or will apply, as laws of Queens land; or

(b)provisions that by reason of—

(i)regulations under the Commonwealth Act; and

(ii)the operation of section 7 (including the operation, if applicable, of schedule 2);

apply, or will apply, as regulations made under the provisions applying by reason of section 6; or

(c)fees that by reason of—

(i)regulations under the Companies (Fees) Act 1981 (Cwlth); and

(ii)the operation of section 8 (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 Queensland.

(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.

14Interpretation of references to the applied provisions

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 Queensland—

(a)a reference to the Companies (Queensland) Code is a reference to the provisions of the Commonwealth Act applying by reason of section 6; and

(b)a reference to a provision of that Code is a reference to the corresponding provision of the Commonwealth Act as so applying; and

(c)a reference to the Companies (Queensland) Regulations is a reference to the provisions of regulations in force under the Commonwealth Act applying by reason of section 7; and

(d)a reference to a provision of those regulations is a reference to the corresponding provision of the regulations in force under the Commonwealth Act as so applying; and

(e)a reference to the Companies (Fees) (Queensland) Regulations is a reference to the schedule to regulations prescribing fees in force under the Companies (Fees) Act 1981 (Cwlth) as referred to in section 8; 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 8.

s 14 amd 1989 No. 103 s 3 sch; 1995 No. 58 s 4 sch 1

15Amendment 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; or

(ii)regulations proposed to be made under the Commonwealth Act (whether or not amending other regulations); or

(iii)a proposed amendment of the Companies (Fees) Act 1981 (Cwlth); 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 in Council may make regulations amending schedule 1, 2 or 3 or section 8, 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 8 as the case may be, of this Act.

16Exemptions from the Companies (Queensland) Code, pt 4, div 6

(1)Where the ministerial council approves the exemption of a company from complying with all or any of the provisions of the Companies (Queensland) Code, part 4, division 6 in relation to any prescribed interest, or class of prescribed interests, specified by the ministerial council, the Governor in Council 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—

(a)a body corporate incorporated in the State, not being a company within the meaning of the Companies (Queensland) Code; or

(b)an unincorporated society, association or other body, formed or established in the State, 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 that Code, part 4, division 8 the Governor in Council may make regulations prescribing that body corporate, unincorporated society, association or other body as a prescribed corporation for the purposes of that division.

(3)Where the ministerial council approves the declaration of a right or interest, or a right or interest included in a class or kind or rights or interests as an exempt right or interest, or a class or kind of exempt rights or interests, for the purposes of the Companies (Queensland) Code, part 4, division 6, the Governor in Council 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.

(4)Where, immediately before the commencement of this Act, a right or interest was, under regulations under the Companies Act 1961 , an exempt right or interest for the purposes of section 76 (1) (g) or of part 4, division 5 of that Act, that right or interest shall be deemed to have been declared by regulations under this section to be an exempt right or interest for the purposes of the Companies (Queensland) Code, part 4, division 6.

(5)A right or interest to which subsection (4) applies ceases to be an exempt right or interest for the purposes of the Companies (Queensland) Code, part 4, division 6 if the Governor in Council makes regulations declaring that it so ceases.

(6)Regulations under this section shall be read and construed as one with the Companies (Queensland) Regulations.

section 6

The provisions of the Commonwealth Act apply as if—

1Unless inconsistent with another provision of this schedule—

(a)for the words ‘law of a State or of another Territory’ and ‘law of a State or another Territory’ in the Commonwealth Act (wherever occurring) there were substituted the words ‘law in force in another State or in a Territory’;

(b)for the words ‘of a State or of another Territory’ and ‘of a State or another Territory’ in the Commonwealth Act (wherever occurring otherwise than immediately after the word ‘law’) there were substituted the words ‘of another State or of a Territory’;

(c)for the words ‘commencement of this Act’ in the Commonwealth Act (wherever occurring) there were substituted the expression ‘commencement of the Companies (Application of Laws) Act 1981 ’;

(d)for the expression ‘ Companies (Acquisition of Shares) Act 1980 ’ in the Commonwealth Act (wherever occurring) there were substituted the expression ‘Companies (Acquisition of Shares) (Queensland) Code’;

(e)for the expression ‘the Companies Ordinance 1962 ’ in the Commonwealth Act (wherever occurring) there were substituted the expression ‘the Companies Act 1961 ’;

(f)for the expression ‘ Securities Industry Act 1980 ’ in the Commonwealth Act (wherever occurring) there were substituted the expression ‘Securities Industry (Queensland) Code’;

(g)for the words ‘the Territory’ in the Commonwealth Act (wherever occurring) there were substituted the words ‘the State’;

(h)for the words ‘this Act’ in the Commonwealth Act (wherever occurring except where occurring in conjunction with the words ‘commencement of’) there were substituted the words ‘this Code’;

(i)for the words ‘law of a participating State or of a participating Territory’ and ‘law of a participating State or participating Territory’ in the Commonwealth Act (wherever occurring) there were substituted the words ‘law in force in a participating State or in a participating Territory’;

(j)for the words ‘law of the participating State or participating Territory’ and ‘law of the participating State or of the participating Territory’ in the Commonwealth Act (wherever occurring) there were substituted the words ‘law in force in the participating State or in the participating Territory’;

(k)for the words ‘law of that State or Territory’ in the Commonwealth Act (wherever occurring) there were substituted the words ‘law in force in that State or Territory’;

(l)for the words ‘law, or a previous law, of a State or of another Territory’ and ‘law, or a previous law, of a State or another Territory’ in the Commonwealth Act (wherever occurring) there were substituted the words ‘law, or a previous law, in force in another State or in a Territory’;

(m)for the words ‘law, or of the previous law, of that State or Territory’ in the Commonwealth Act (wherever occurring) there were substituted the words ‘law, or of the previous law, in force in that State or Territory’.

2In section 5 (1) of the Commonwealth Act—

(a)after the definition banker’s books there were inserted the following definition—
‘Banking Act 1959 means the Banking Act 1959 (Cwlth).’;

(b)after the definition banking corporation there were inserted the following definition—
‘Bankruptcy Act 1966 means the Bankruptcy Act 1966 (Cwlth).’;

(c)for the definition Companies Ordinance 1962 there were substituted the following definitions—
‘commissioner for corporate affairs means the commissioner for corporate affairs under the Companies (Administration) Act 1981 .
Commonwealth Minister means the Minister of State for the Commonwealth for the time being administering the Companies Act 1981 (Cwlth).
Companies (Queensland) Code or Code means the provisions applying by reason of the Companies (Application of Laws) Act 1981 , section 6.’;

(d)in the definition corporation paragraphs (c), (d) and (e) were omitted and the following paragraphs were substituted—

‘(c)a society within the meaning of the Cooperative and Other Societies Act 1967 ; or

(d)a registered society within the meaning of the Building Societies Act 1886 ; or

(e)a society within the meaning of the Cooperative Housing Societies Act 1958 ; or

(f)an association within the meaning of the Primary Producers’ Cooperative Associations Act 1923 ; or

(g)an association, society, institution or body incorporated under the Associations Incorporation Act 1981 ;’;

(e)after the definition insolvent under administration there were inserted the following definition—
‘Insurance Act 1973 means the Insurance Act 1973 (Cwlth).’;

(f)after the definition leave of absence there were inserted the following definition—
‘Life Insurance Act 1945 means the Life Insurance Act 1945 (Cwlth).’;

(g)in the definition lodged—

(i)the word ‘or’ at the end of paragraph (a) were repealed; and

(ii)after paragraph (b) there were inserted the following word and paragraph—

‘or

‘(c)in relation to the commissioner for corporate affairs—lodged or filed with the commissioner for corporate affairs under any corresponding previous law of the State;’;

(h)after the definition mining purposes there were inserted the following definitions—
‘Minister means the Minister of State for Queensland for the time being administering of the Companies (Application of Laws) Act 1981 .
National Companies and Securities Commission Act 1979 means the National Companies and Securities Commission Act 1979 (Cwlth).’;

(i)after the definition nominee corporation there were inserted the following definition—
‘office of the commissioner for corporate affairs means—

(a)in the case of a company or a foreign company registered under the Companies (Queensland) Code or under a corresponding previous enactment at a place in the State other than Brisbane—the office of the commissioner at that place; and

(b)in a case to which paragraph (a) does not apply—the office of the commissioner at Brisbane;’;

(j)for the definition Registrar of Companies there were substituted the following definition—
‘registrar of companies means a person who held office as registrar of companies, deputy registrar or assistant registrar of companies under the Companies Act 1961 or a corresponding previous enactment.’;

(k)after the definition Registrar of Companies there were inserted the following definition—
‘regulations means the provisions applying as regulations made under this Code by reason of the Companies (Application of Laws) Act 1981 , section 7.’;

(l)for the definition rules there were substituted the following definition—
‘rules means rules of the Supreme Court.’;

(m)in the definition takeover bid for ‘that Act’ there were substituted ‘that Code.’.

3After section 5 (9) of the Commonwealth Act, there were inserted the following subsection—

‘(10)In this Code—

(a)a reference to a previous law, or provision of a previous law, or previous enactment, of Queensland or of the State corresponding to, or to a provision of, this Code includes a reference to, or to a provision of, the Companies Act 1961 ; and

(b)a reference to a previous law, or provision of a previous law, or previous enactment, of another State or of a Territory corresponding to, or to a provision of, this Code includes a reference to, or to a provision of, the law of that State or Territory corresponding to the Companies Act 1961 .’.

4In section 12 of the Commonwealth Act—

(a)for the words ‘relevant Act’ (wherever occurring) there were substituted the words ‘relevant Code’; and

(b)in subsection (1) (a) (i) the expression commencing with and including ‘(other than’ and ending with and including ‘1979)’ were omitted; and

(c)for subsection (1) (b) (ii) there were substituted the following subparagraph—

‘(ii)a contravention of, or failure to comply with, a provision of the Companies Act 1961 as in force at any time or of a previous law in force in a participating State or in a participating Territory that corresponded with that Act; or’.

5In section 13 (1) of the Commonwealth Act, for the words ‘Australian Federal Police’ there were substituted the words ‘Police Service of Queensland’.

5AIn section 16A of the Commonwealth Act for the words ‘relevant Act’ (wherever occurring) there were substituted the words ‘relevant Code’.

6In section 18 (7) (a) of the Commonwealth Act, after the words ‘Companies Auditors and Liquidators Disciplinary Board’ there were inserted the expression ‘constituted under the Companies (Administration) Act 1981 ’.

7In section 19 of the Commonwealth Act, after the words ‘Auditor-General’ there were inserted the words ‘of Queensland’.

8In section 20 (8) (a) and (9) (a) of the Commonwealth Act, after the words ‘Companies Auditors and Liquidators Disciplinary Board’ there were inserted the expression ‘constituted under the Companies (Administration) Act 1981 ’.

9For section 22 (4) of the Commonwealth Act there were substituted the following subsection—

‘(4)In this section—
local authority means the commissioner for corporate affairs.’.

12In section 30 (1) and (2) of the Commonwealth Act for the word ‘malice’ there were substituted the words ‘ill will to the person concerned or any other improper motive’.

12AIn section 30A of the Commonwealth Act—

(a)in the interpretation of ‘Board’ after the words ‘Disciplinary Board’ there were inserted the expression ‘constituted under the Companies (Administration) Act 1981 ’; and

(b)in the interpretation of ‘Chairman’ for the expression ‘section 7 of the Companies Auditors and Liquidators Disciplinary Board Ordinance 1982 ’ there were substituted the expression ‘the Companies (Administration) Act 1981 , section 15.’.

12BIn section 30D (8) of the Commonwealth Act for the word ‘Commonwealth’ there were substituted the word ‘Crown’.

12BAIn section 30D (11) of the Commonwealth Act after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

12CIn section 30L of the Commonwealth Act for the expression ‘Part III of the Crimes Act 1914’ there were substituted the expression ‘the Criminal Code, chapter 16’.

12DIn section 30Q (3) and (4) of the Commonwealth Act for the word ‘Commonwealth’ (where twice occurring) there were substituted the word ‘Crown’.

12EIn section 30S of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

13In section 31 (2) and (5) of the Commonwealth Act, for the words ‘the Registrar of Companies’ there were substituted the words ‘the commissioner for corporate affairs or the registrar of companies’.

13AIn section 31 (2) (a) (iib) of the Commonwealth Act after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

14In section 32 (1) of the Commonwealth Act, for the words ‘the Registrar of Companies’ there were substituted the words ‘the commissioner for corporate affairs or the registrar of companies’.

15In section 33 of the Commonwealth Act—

(a)in subsection (3) (a), for the words ‘under this Act or is formed pursuant to another Act, an Ordinance’ there were substituted the words ‘under this Code or is formed pursuant to an Act’; and

(b)in subsection (4), for the words ‘under this Act and is not formed pursuant to another Act’ there were substituted the words ‘under this Code and is not formed pursuant to an Act’.

16In section 46 (9) of the Commonwealth Act, for the words ‘in a State or another Territory’ there were substituted the words ‘in another State or in a Territory’.

17In section 52 (8) of the Commonwealth Act, for the words ‘in a State or another Territory’ there were substituted the words ‘in another State or in a Territory’.

18In section 55 (8) of the Commonwealth Act, for the words ‘in a State or another Territory’ there were substituted the words ‘in another State or in a Territory’.

19In section 59 of the Commonwealth Act, for the words ‘in a State or another Territory’ there were substituted the words ‘in another State or in a Territory’.

20In section 65 (4) of the Commonwealth Act, for the word ‘that Ordinance’ there were substituted the words ‘that Act’.

20AIn section 66A of the Commonwealth Act after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

20BIn section 68A (3) (b) of the Commonwealth Act, before the words ‘the Registrar of Companies’ there were inserted the words ‘the commissioner for corporate affairs or’.

20CIn section 68C of the Commonwealth Act, before the words ‘the Registrar of Companies’ (wherever occurring) there were inserted the words ‘the commissioner for corporate affairs or’.

20DIn section 73 (4A) of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

21In section 77 (1) and (2) of the Commonwealth Act, for the expression ‘1 October 1954’ there were substituted the expression ‘21 March 1932’.

22In section 85 (6) (b) of the Commonwealth Act, for the words ‘Corporate Affairs Commission for the Territory’ there were substituted the words ‘commissioner for corporate affairs’.

23In section 90 (6) of the Commonwealth Act—

(a)for the expression ‘the Companies (Transitional Provisions) Act 1981 ’ there were substituted the expression ‘the Companies (Application of Laws) Act 1981 , part 3’; and

(b)for the words ‘as if this Act’ there were substituted the words ‘as if that Act’.

23AIn section 99 (5) of the Commonwealth Act, for the words ‘or any other Act’ there were substituted the words ‘Code or any Act’.

24In section 122 (1) (a) of the Commonwealth Act, for the words ‘this or any other Act’ there were substituted the words ‘this Code or of any Act’.

25In section 123 (15) of the Commonwealth Act, for the expression ‘ Companies (Acquisition of Shares) Act 1980 or a corresponding law of a participating State or participating Territory, or of regulations made under that Act or under such a corresponding law,’ there were substituted the words ‘Companies (Acquisition of Shares) (Queensland) Code or a corresponding law in force in a participating State or participating Territory, or of regulations applying under that Code or applying or made under such a corresponding law,’.

26After section 123 (15) of the Commonwealth Act there were inserted the following subsection—

‘(16)Where land under the provisions of the Land Title 1994 is comprised in—

(a)a building units plan registered under the Building Units Titles Act 1965 ; or

(b)a group titles plan registered under the Group Titles Act 1973 ; or

(c)a building units plan or a group titles plan registered under the Building Units and Group Titles Act 1980 ;

and at the time of registration of the plan the registered proprietor of that land was a company, the transfer by the company of any lot in the building units plan or group titles plan in exchange for or in satisfaction of a right of a kind referred to in subsection (13) shall not of itself constitute and shall be deemed never to have constituted a reduction of the share capital of the company.’.

27In section 129 (6) (a) of the Commonwealth Act, for the expression ‘ Act 1980’ there were substituted the words ‘(Queensland) Code’.

28In section 129 (17) of the Commonwealth Act, for the words ‘if this Act’ there were substituted the words ‘if that Act’.

28AA In section 130B (2) (b) of the Commonwealth Act, for ‘that Act’ there were substituted ‘that Code’.

28AB In section 133G (8) of the Commonwealth Act, for ‘that Act’ there were substituted ‘that Code’.

28AC In section 133BB of the Commonwealth Act, for ‘that Act’ there were substituted ‘that Code’.

28AD In section 133FB (14) of the Commonwealth Act, for ‘that Act’ there were substituted ‘that Code’.

28AIn section 136 (12) (b) of the Commonwealth Act, after the expression ‘1986’ there were inserted the expression ‘(Cwlth)’.

29In section 152 (7) of the Commonwealth Act, for the expression ‘1 September 1966’ there were substituted the expression ‘1 July 1964’.

31In section 164 (1) of the Commonwealth Act for the words ‘the Australian Capital Territory’ (wherever occurring) there were substituted the word ‘Queensland’.

31AA In section 164 (4) of the Commonwealth Act, after the expression ‘1989’ there were inserted the expression ‘(Cwlth)’.

31AIn section 166 (6) of the Commonwealth Act after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

31BIn section 174A (1) of the Commonwealth Act after the expression ‘1989’ there were inserted the expression ‘(Cwlth)’.

32In section 172 (5) (a) of the Commonwealth Act for the words ‘Corporate Affairs Commission for the Territory’ there were substituted the words ‘commissioner for corporate affairs’.

33In the interpretation of ‘prescribed corporation’ in section 189 (1) of the Commonwealth Act, for the words ‘that is under the regulations a prescribed corporation’ there were substituted the expression ‘that is, by reason of the Companies (Application of Laws) Act 1981 , section 16 (2), a prescribed corporation’.

34In section 199 (5) of the Commonwealth Act, for the words ‘an office of the Commission’ there were substituted the words ‘the office of the commissioner for corporate affairs’.

34AIn section 200 (4B) of the Commonwealth Act, for the expression ‘Parts IV and V of the Instruments Ordinance 1933’ there were substituted the expression ‘the Bills of Sale and Other Instruments Act 1955 , part 2 (being provisions that apply in relation to registration of instruments that are stock mortgages, liens upon crops and liens on wool) and part 4 (other than section 24), and the Liens on Crops of Sugar Cane Act 1931 ’.

35In section 204 of the Commonwealth Act, subsection (5) were repealed.

36In section 209 (1) of the Commonwealth Act, for the words ‘Registrar of Companies’ there were substituted the words ‘commissioner for corporate affairs or the registrar of companies’.

37In section 211 of the Commonwealth Act—

(a)in subsection (1)—

(i)in paragraph (a) for the expression ‘the Instruments Ordinance 1933’ there were substituted the expression ‘the Bills of Sale and Other Instruments Act 1955 or the Liens on Crops of Sugar Cane Act 1931 ’; and

(ii)in paragraph (b) for the words ‘that Ordinance relating to priorities’ there were substituted the words ‘those Acts relating to priorities, or the effect of registration as notice of an instrument or of its contents,’; and

(iii)in paragraph (c) for the words ‘that Ordinance’ there were substituted the expression ‘the Bills of Sale and Other Instruments Act 1955 or the Liens on Crops of Sugar Cane Act 1931 , as the case may be,’;

(b)in subsection (2)—

(i)in paragraph (a) for the expression ‘under Part III of the Instruments Ordinance 1933’ there were substituted the expression ‘as a bill of sale under the Bills of Sale and Other Instruments Act 1955 , part 2’; and

(ii)for the expression ‘under Part III of that Ordinance’ there were substituted the expression ‘as a bill of sale under part 2 of that Act’;

(c)in subsection (3)—

(i)in paragraph (a) for the expression ‘under Part IV of the Instruments Ordinance 1933’ there were substituted the expression ‘as a lien upon crops under the Bills of Sale and Other Instruments Act 1955 , part 2 or as a lien on crops of sugar cane under the Liens on Crops of Sugar Cane Act 1931 ’; and

(ii)for the expression ‘sections 18, 19 and 20, sub-section 21 (1) and section 24 of that Ordinance’ there were substituted the expression ‘the Bills of Sale and Other Instruments Act 1955 , section 32 (2) and (3) or, in the case of a lien upon crops of sugar cane, the Liens on Crops of Sugar Cane Act 1931 , sections 8, 9, 15 and 19’; and

(iii)for the expression ‘under Part IV of that Ordinance’ there were substituted the expression ‘as a lien upon crops under the Bills of Sale and Other Instruments Act 1955, part 2 or, in the case of a lien on crops of sugar cane, as such a lien under the Liens on Crops of Sugar Cane Act 1931 ’;

(d)in subsection (4)—

(i)in paragraph (a) for the expression ‘under Part V of the Instruments Ordinance 1933’ there were substituted the expression ‘as a lien on wool under the Bills of Sale and Other Instruments Act 1955 , part 2’; and

(ii)for the expression ‘section 26, sub-section 29 (1) and sections 33 and 34 of that Ordinance’ there were substituted the expression ‘sections 35 and 36 of that Act’; and

(iii)for the expression ‘under Part V of that Ordinance’ there were substituted the expression ‘as a lien on wool under part 2 of that Act’;

(e)in subsection (5)—

(i)in paragraph (a) for the expression ‘under Part V of the Instruments Ordinance 1933’ there were substituted the expression ‘as a stock mortgage under the Bills of Sale and Other Instruments Act 1955 , part 2’; and

(ii)for the expression ‘sub-section 29 (1) and sections 33 and 34 of that Ordinance’ there were substituted the expression ‘sections 27 and 30 of that Act’; and

(iii)for the expression ‘under Part V of that Ordinance’ there were substituted the expression ‘as a stock mortgage under part 2 of that Act’;

(f)in subsection (7) after the expression ‘Act (No. 1) 1984’ there were substituted the expression ‘(Cwlth)’; and

(g)after subsection (7) there were inserted the following subsection—

‘(8)In this section—
registered—

(a)in relation to a transfer, assignment or giving of security that is registrable as a bill of sale under the Bills of Sale and Other Instruments Act 1955 , includes registered by way of renewal, or further renewal, of registration; and

(b)in relation to a crop lien that is registrable as a lien upon crops under the Bills of Sale and Other Instruments Act 1955 , includes registered by way of renewal, or further renewal, of registration; and

(c)in relation to a crop lien that is registrable as a lien on crops of sugar cane under the Liens on Crops of Sugar Cane Act 1931 , includes renewed or further renewed.’

38In section 213 of the Commonwealth Act for the words ‘the Australian Capital Territory’ there were substituted the word ‘Queensland’.

38AFor section 215A of the Commonwealth Act there were substituted the following section—

‘215A(1) Notwithstanding the Companies (Application of Laws) Act 1981 , section 18—

(a)the Companies Act 1961 , part 4, division 7; and

(b)any other provisions of that Act that are necessary for the effectual operation of that division;

continue in force, as if that section had not been enacted, in relation to—

(c)any charge created by a corporation before the commencement of the Companies (Application of Laws) Act 1981 ; and

(d)any charge to which property acquired by a corporation before the commencement of that Act was subject when the property was so acquired;

and the provisions of this division do not apply in relation to any such charge.

‘(2) Subsection (1) operates in substitution for the Companies (Application of Laws) Act 1981 , section 30.’

38BIn section 215C (9), (10) and (11) of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

38CIn section 222 (1A) of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

38DIn section 227A (5) of the Commonwealth Act—

(a)for the words ‘relevant Act’ there were substituted the words ‘relevant enactment’; and

(b)after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

38EIn section 227A (6) of the Commonwealth Act—

(a)for the words ‘relevant Act’ (wherever occurring) there were substituted the words ‘relevant enactment’; and

(b)for the words ‘relevant Acts’ there were substituted the words ‘relevant enactments’.

38FIn section 227A (7) of the Commonwealth Act, for paragraph (b) there were substituted the following paragraph—

‘(b)each of the following laws is a relevant enactment—

(i)this Code, the Companies (Acquisition of Shares) (Queensland) Code and the Security Industry (Queensland) Code;

(ii)the Companies Act 1961 and any corresponding previous enactment and the Securities Industry Act 1975 and any corresponding previous enactment and the Company Take-overs Act 1979 ;

(iii)a law in force in another State or in a Territory that corresponds with a Code referred to in subparagraph (i);

(iv)an Act or enactment of another State or of a Territory that corresponds with the whole or any part of an Act or enactment referred to in subparagraph (ii); and’.

38GIn section 232 (4C) of the Commonwealth Act after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

39In section 233 (7) of the Commonwealth Act—

(a)for the expression ‘1 October 1954’ (wherever occurring) there were substituted the expression ‘1 July 1962’; and

(b)in paragraph (b) of the interpretation of ‘exempt benefit’ for the words ‘if this Act had not been enacted’ there were substituted the expression ‘if the Companies (Application of Laws) Act 1981 had not been enacted’.

40In section 238 (10) of the Commonwealth Act, for the words ‘Registrar of Companies’ there were substituted the words ‘commissioner for corporate affairs or the registrar of companies’.

40AA In section 238 (11) of the Commonwealth Act after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

40AIn section 241 (6) of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

40AB In section 260 (8A) of the Commonwealth Act—

(a)for the words ‘made by’ there were substituted the words ‘effected by’; and

(b)after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

40BIn section 261 (22) of the Commonwealth Act after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

40CIn section 263 (4) and (5) of the Commonwealth Act after the expression ‘ Act 1985 ’ there were inserted the expression ‘(Cwlth)’.

40DIn section 263 (4A) of the Commonwealth Act, after the expression ‘1989’ there were inserted the expression ‘(Cwlth)’.

41In section 265 (1) (b) of the Commonwealth Act, for the words ‘Corporate Affairs Commission for the Territory’ there were substituted the words ‘commissioner for corporate affairs’.

41AIn section 266G (2) of the Commonwealth Act for the words ‘each House of the Parliament’ there were substituted the words ‘Legislative Assembly’.

42In section 267 (2) of the Commonwealth Act, for the words ‘A company shall’ there were substituted the expression ‘Subject to the Evidence Act 1977 , section 111 a company shall’.

42AIn section 269 (13) of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

42AA In section 269 (14) of the Commonwealth Act, after the expression ‘ Act 1985 ’ there were inserted the expression ‘(Cwlth)’.

42BIn section 270 (3A) of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

42CIn section 270 (14) of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

42DIn Section 275A (5) of the Commonwealth Act after the expression ‘ Act 1985 ’ there were inserted the expression ‘(Cwlth)’.

43In section 277 (2) (e) of the Commonwealth Act, for the expression ‘the Business Names Ordinance 1963’ there were substituted the expression ‘the Business Names Act 1962 ’.

43AIn section 279 (6B) of the Commonwealth Act after the expression ‘ Act 1985 ’ there were inserted the expression ‘(Cwlth)’.

45In section 289 of the Commonwealth Act—

(a)for paragraph (a) of the definition relevant authority in subsection (1) there were substituted the following paragraphs—

‘(a)in the case of a direction given by the Commonwealth Minister other than a direction that has been approved by the ministerial council under subsection 291 (6)—the Commonwealth Minister; or

(aa)in the case of a direction given by the Minister other than a direction that has been approved by the ministerial council under subsection 291 (6)—the Minister; or’; and

(b)for subsection (7) there were substituted the following subsection—

‘(7)An investigation under this part shall, for the purposes of the Evidence Act 1977 , part 5, division 6, be deemed to be a proceeding.’.

46In section 291 of the Commonwealth Act—

(a)in subsection (2) for the words ‘the Minister’ (where twice occurring) there were substituted the words ‘the Commonwealth Minister’; and

(b)in subsection (4) for the words ‘the Minister’ there were substituted the words ‘the Minister or the Commonwealth Minister’; and

(c)in subsection (6) for the expression ‘or under sub-section (1) or (2) of this section’ there were substituted the expression ‘or under subsection (1) or by the Commonwealth Minister under subsection (2)’.

47For section 295 (4) of the Commonwealth Act there were substituted the following subsection—

‘(4)An examination under this section shall, for the purposes of the Criminal Code, chapter 16, be deemed to be a judicial proceeding.’.

48In section 306 of the Commonwealth Act—

(a)the word ‘and’ at the end of subsection (6) (a) were repealed;

(b)in subsection (6) (b) for the word ‘Commonwealth.’ there were substituted the following expression and paragraph—
‘State; and

(c)the Commonwealth Minister may cause to be printed and published the whole or any part of a report under this part that relates to an investigation the expenses of which are, under the agreement, to be borne by the Commonwealth.’; and

(c)in section 306 (7) for the words ‘Ministerial Council or the Minister’ (where four times occurring) there were substituted the words ‘ministerial council, the Minister or the Commonwealth Minister’.

49After section 306 (13) of the Commonwealth Act there were inserted the following subsection—

(14)Nothing in this section operates to diminish the protection afforded to witnesses by the Evidence Act 1977 .’.

50 Section 314 of the Commonwealth Act were repealed.

51In section 315 of the Commonwealth Act—

(a)in subsection (3) for the words ‘a State or another Territory’ there were substituted the words ‘another State or in a Territory’; and

(b)in subsection (19) for the words ‘the Australian Capital Territory’ (where they twice occur) there were substituted the word ‘Queensland’.

52In section 315 (20) of the Commonwealth Act, for the words ‘the Australian Capital Territory’ there were substituted the word ‘Queensland’.

53In section 317 (4) of the Commonwealth Act for the words ‘the Australian Capital Territory’ (where they twice occur) there were substituted the word ‘Queensland’.

54In section 318 of the Commonwealth Act—

(a)for the expression ‘Minister administering the Unclaimed Moneys Ordinance 1950’ in subsections (11), (12), (13) and (15) there were substituted the words ‘public trustee’; and

(b)for the expression ‘with the Unclaimed Moneys Ordinance 1950’ in subsection (12) there were substituted the expression ‘with the Public Trustee Act 1978 , part 8’; and

(c)for the words ‘that Minister’ in subsections (13) and (15) (wherever occurring) there were substituted the words ‘the public trustee’; and

(d)for the word ‘Commonwealth’ in subsection (15) there were substituted the word ‘State’.

55For section 322 of the Commonwealth Act there were substituted the following section—

‘322 This part binds the Crown in right of Queensland and, so far as the legislative power of the Parliament permits, the Crown in all its other capacities.’.

55AIn section 323 (1B) of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

55BIn section 324A (5) of the Commonwealth Act, after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’.

55BA In section 324A (6) of the Commonwealth Act—

(a)for the words ‘made by’ there were substituted the words ‘effected by’; and

(b)after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

55CIn section 325A (1) of the Commonwealth Act, for the word ‘malice’ there were substituted the words ‘ill will to the person concerned or any other improper motive’.

56For section 334 of the Commonwealth Act there were substituted the following section—

‘334 This part binds the Crown in right of Queensland and, so far as the legislative power of the Parliament permits, the Crown in all its other capacities.’.

57In section 335 (9) (b) of the Commonwealth Act—

(a)for the words ‘in each State or other Territory’ there were substituted the words ‘in each other State and each Territory’; and

(b)for the words ‘that State or other Territory’ there were substituted the words ‘that other State or in that Territory’.

58For section 358 of the Commonwealth Act there were substituted the following section—

‘358 This part binds the Crown in right of Queensland and, so far as the legislative power of the Parliament permits, the Crown in all its other capacities.’.

58AIn section 363 (1) (h) of the Commonwealth Act after the expression ‘Act 1987’ there were inserted the expression ‘(Cwlth)’.

59In section 398 (2) (d) of the Commonwealth Act—

(a)for the words ‘in each State or other Territory’ there were substituted the words ‘in each other State and each Territory’; and

(b)for the words ‘that State or other Territory’ there were substituted the words ‘that other State or in that Territory’.

59AIn section 417 of the Commonwealth Act there were inserted after subsection (6) the following subsection—

‘(6A) Nothing in paragraph (1)(a) or subsection (8) applies to any corporation authorised by any Act or any law of the State to act as liquidator or, as the case may be, official liquidator of a company.’.

60In section 419 (1) of the Commonwealth Act, for the word ‘malice’ there were substituted the words ‘ill will to the person concerned or any other improper motive’.

61In section 425 (2) of the Commonwealth Act, after the expression ‘1936’ there were inserted the expression ‘(Cwlth)’.

62In section 427 of the Commonwealth Act for the word ‘Minister’ (wherever occurring) there were substituted the words ‘Treasurer of Queensland’.

63In section 428 of the Commonwealth Act—

(a)for subsection (1) there were substituted the following subsection—

‘(1) There shall be established and kept in the Treasury in the public accounts as part of the trust and special funds a fund to be called the ‘companies liquidation account’.’; and

(b)for the word ‘Minister’ in subsection (2) there were substituted the words ‘Treasurer of Queensland’; and

(c) subsection (4) were repealed.

64In section 441 (h) of the Commonwealth Act—

(a)for the words in subparagraph (i) ‘an Act or a law of the Territory’ there were substituted the words ‘an Act of the Commonwealth or a law of the Australian Capital Territory’; and

(b)for the words in subparagraphs (ii), (iii) and (v) ‘State Act or law of another Territory’ there were substituted the words ‘Act or Act of any other State or law of a Territory other than the Australian Capital Territory’; and

(c)for the words in subparagraph (iv) ‘an Act’ there were substituted the words ‘an Act of the Commonwealth’.

65In section 462 of the Commonwealth Act for the word ‘Minister’ (wherever occurring) there were substituted the words ‘Treasurer of Queensland’.

66In section 463 of the Commonwealth Act for the word ‘Commonwealth’ there were substituted the word ‘Crown’.

67In section 493 (5) of the Commonwealth Act, for the words ‘State Act’ there were substituted the words ‘Act of the Commonwealth or of another State’.

68In section 495 (1) of the Commonwealth Act, for the words ‘State or other Territory’ there were substituted the words ‘other State or in a Territory’.

68AIn section 516 (6A) of the Commonwealth Act after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

69In section 516 (7) of the Commonwealth Act—

(a)for the words ‘a State, of another Territory’ (where twice occurring) there were substituted the words ‘another State, of a Territory’; and

(b)for the words ‘a State or another Territory’ (where twice occurring) there were substituted the words ‘another State or a Territory’; and

(c)in paragraph (e) for the words ‘State or other Territory’ there were substituted the words ‘other State or of the Territory’.

70For section 531 (3) of the Commonwealth Act there were substituted the following subsection—

‘(3)The registrar of titles or other person required by any Act or law to make or enter any note or memorial on any instrument of title to land or other record relating to any right, title, estate or interest in land on receiving notice thereof, shall, in a case where any right, title, estate or interest in land vests in a person—

(a)pursuant to an order made by a court under this Code—upon an office copy of the order being lodged with him or her and upon the written request of that person; or

(b)by force of this Code—upon the written request of that person;

register the person for or with respect to the right, title, estate or interest in such land and for that purpose may make every entry, cancellation and correction in any register, record or book in his or her custody or under his or her control and do and execute such other acts, matters and things as to him or her appear necessary and proper.’

71In section 534 of the Commonwealth Act—

(a)for the expression ‘Minister administering the Unclaimed Moneys Ordinance 1950’ (wherever occurring) there were substituted the words ‘public trustee’; and

(b)for the words ‘that Minister’ (wherever occurring) there were substituted the words ‘the public trustee’; and

(c)for the words ‘that Ordinance’ in subsection (5) there were substituted the expression ‘the Public Trustee Act 1978 , part 8’; and

(d)for the word ‘Commonwealth’ in subsection (6) there were substituted the word ‘State’.

71AIn section 562 (4A) of the Commonwealth Act after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

72In section 568 of the Commonwealth Act for the words ‘in a State or in another Territory’ there were substituted the words ‘in another State or in a Territory’.

72AIn section 570A of the Commonwealth Act—

(a)in subsection (1), after the expression ‘ Act 1983’ there were inserted the expression ‘(Cwlth)’; and

(b)in subsection (2) (b) for the expression ‘ Act 1980’ there were substituted the words ‘(Queensland) Code’; and

(c)in subsection (7)—

(i)for the words ‘provision of this Act’ there were substituted the words ‘provision of this Code’; and

(ii)for the words ‘any other Act’ there were substituted the words ‘any other Code or any Act’.

72BIn section 571 (7) of the Commonwealth Act after the expression ‘1985’ there were inserted the expression ‘(Cwlth)’.

73In the heading preceding section 576 of the Commonwealth Act, the words ‘and Regulations’ were repealed.

74In section 576 of the Commonwealth Act for the expression ‘The power to make rules of court conferred by section 28 of the Australian Capital Territory Supreme Court Act 1933 extends to making rules of court’ there were substituted the expression ‘The Governor in Council may, subject to the Supreme Court Act 1921 make rules’.

75 Section 577 of the Commonwealth Act were repealed.

76Part 14, division 4 of the Commonwealth Act were repealed.

77 Schedule 1 to the Commonwealth Act were repealed.

78In schedule 3 to the Commonwealth Act—

(a)for the words ‘the Act’ (wherever occurring) there were substituted the words ‘the Code’; and

(b)in table A, regulation 1—

(i)for the expression ‘ Act means the Companies Act 1981’ there were substituted the words ‘‘Code’ means the Companies (Queensland) Code’; and

(ii)in subregulation (2) for the expression ‘Act 1980’ there were substituted the words ‘(Queensland) Code’; and

(iii)in subregulation (2) for the expression ‘ Companies Act 1981’ there were substituted the words ‘Companies (Queensland) Code’; and

(c)in table B, regulation 1—

(i)for the expression ‘ Act means the Companies Act 1981’ there were substituted the words ‘‘Code’ means the Companies (Queensland) Code’; and

(ii)in subregulation (2) for the expression ‘Act 1980’ there were substituted the words ‘(Queensland) Code’; and

(iii)in subregulation (2) for the expression ‘ Companies Act 1981’ there were substituted the words ‘Companies (Queensland) Code’.

section 7

The provisions of regulations in force for the time being under the Commonwealth Act apply as if in those regulations—

1For the words ‘the Act’ (wherever occurring) there were substituted the words ‘the Code’.

2For the expression ‘ Companies Act 1981’ (wherever occurring) there were substituted the expression ‘Companies (Queensland) Code’.

3For the words ‘the Territory’ (wherever occurring) there were substituted the words ‘the State’.

4For the words ‘the Australian Capital Territory’ (wherever occurring except in regulation 17) there were substituted the word ‘Queensland’.

5For the words ‘a State or another Territory’ or ‘a State or of another Territory’ (wherever occurring) there were substituted the words ‘another State or a Territory’.

6For the words ‘any other Territory or State’ (wherever occurring) there were substituted the words ‘any other State or Territory’.

7For the expression ‘the Companies Ordinance 1962’ (wherever occurring) there were substituted the expression ‘the Companies Act 1961 ’.

8For the expression ‘ Companies (Acquisition of Shares) Act 1980’ (wherever occurring) there were substituted the expression ‘Companies (Acquisition of Shares) (Queensland) Code’.

9For the expression ‘ Securities Industry Act 1980’ (wherever occurring) there were substituted the expression ‘Securities Industry (Queensland) Code’.

10For the words ‘Companies Regulations’ (wherever occurring) there were substituted the expression ‘Companies (Queensland) Regulations’.

11For the words ‘office of the Corporate Affairs Commission’ (wherever occurring) there were substituted the words ‘office of the commissioner for corporate affairs’.

12For the expression ‘the Unclaimed Moneys Ordinance 1950’ (wherever occurring) there were substituted the expression ‘the Public Trustee Act 1978 , part 8’.

13For the words ‘law of a State or Territory’ (wherever occurring) there were substituted the words ‘law in force in a State or Territory’.

14For the words ‘law, or a previous law, in Australia’ (wherever occurring) there were substituted the words ‘law, or a previous law, in force in Australia’.

15After the expression ‘ Bankruptcy Act 1966’ (wherever occurring otherwise than in regulation 17) there were inserted the expression ‘(Cwlth)’.

16For the words ‘Corporate Affairs Commission for the Territory’ (wherever occurring) there were substituted the words ‘commissioner for corporate affairs for the State’.

17In regulation 17(2)—

(a)for the words ‘a State Act’ there were substituted the words ‘an Act of the Commonwealth or a State Act’; and

(b)for the words ‘that State Act’ there were substituted the words ‘that Act of the Commonwealth or State Act’.

18In regulation 57, for the words ‘commencement of the Act’ there were substituted the words ‘commencement of the Companies (Application of Laws) Act 1981 ’.

19In schedule 2, companies form 8, for note (1) there were substituted the following note ‘(1) Insert commissioner for corporate affairs for the State’.

20In schedule 2, companies form 28, for the words ‘law of’ (wherever occurring) there were substituted the words ‘law in force in’.

21In schedule 2, companies form 31, for the words ‘law of’ there were substituted the words ‘law in force in’.

22In schedule 2, companies form 32, for the words ‘law of’ (wherever occurring) there were substituted the words ‘law in force in’.

23In schedule 2, companies form 33—

(a)for the words ‘by the law of’ there were substituted the words ‘by the law in force in’; and

(b)for the words ‘any law in the place of incorporation’ there were substituted the words ‘any law in force in the place of incorporation’; and

(c)for the words ‘the law of the place of incorporation’ (wherever occurring) there were substituted the words ‘the law in force in the place of incorporation’.

24In schedule 2, companies form 35, for note (7) there were substituted the following note ‘(7) Insert commissioner for corporate affairs for the State”.

25In schedule 2, companies form 46, for note (4) at the end of the form there were substituted the following note ‘(4) Insert commissioner for corporate affairs for the State’.

25AIn schedule 2, companies form 61, insert in note (7) after the expression ‘Act 1985’ the expression ‘(Cwlth)’.

26In schedule 2, companies form 63, for note (1) there were substituted the following note ‘(1) Insert commissioner for corporate affairs for the State’.

27In schedule 2, companies form 113, insert in note 2 after the expression ‘Act 1985’ the expression ‘(Cwlth)’.

29In schedule 2, companies form 151, for the expression ‘Minister administering the Unclaimed Moneys Ordinance 1950’ there were substituted the words ‘public trustee’.

30In schedule 5, section 5, for the words ‘law of a declared State or declared Territory, or of a’ there were substituted the words ‘laws in force in a declared State or declared Territory, or in a’.

31In schedule 7, for the expression ‘section 81 of the Companies Ordinance 1973’ (wherever occurring) there were substituted the expression ‘the Companies Act Amendment Act 1971 , section 46’.

32In schedule 7, section 10 (4) for the words ‘law of its place’ there were substituted the words ‘law in force in its place’.

section 8

The provisions of regulations in force for the time being under the Companies (Fees) Act 1981 (Cwlth) apply as if in those regulations—

1A reference in the schedule to a section, subsection or paragraph, without an enactment being cited, were to be taken as a reference to that section, subsection or paragraph of the Companies (Queensland) Code.

1AFor the words ‘the Territory’ (wherever occurring) there were substituted the words ‘the State’.

2After the schedule, item 55 there were inserted the following item—

‘55A For the supply of information and a copy or print of a document kept by the commission in a place in the State other than the place at which the request is made one-half of the fee that would be payable if the matter were a matter to which item 55 applies.’.

section 10

The following headings and sections shall be included in the publication of the provisions of the Commonwealth Act under section 10—relating to the formation of companies in Queensland, the regulation of companies formed in Queensland, the registration in Queensland of certain other bodies and certain other matters.

‘1This Code may be cited as the Companies (Queensland) Code.

‘2This Code comes into operation on the day on which the Companies (Application of Laws) Act 1981 comes into operation.

‘3This Code shall be read and construed together with the agreement made on 22 December 1978 between the Commonwealth and the States in relation to a proposed scheme for the cooperative 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 amended or affected.

‘4This Code has effect subject to and in accordance with—

(a)the Companies (Application of Laws) Act 1981 ; and

(b)the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 .’.

section 11

The following heading and provisions shall be included in the publication under section 11 of the provisions of regulations in force for the time being under the Commonwealth Act—

1(1)These regulations may be cited as the Companies (Queensland) Regulations.

(2)These regulations shall come into operation on the day on which the Companies (Application of Laws) Act 1981 comes into operation.’.

section 12

The following heading and provisions shall be included in the publication under section 12 of the provisions of regulations in force for the time being under the Companies (Fees) Act 1981 (Cwlth)—

1 (1)These regulations may be cited as the Companies (Fees) (Queensland) Regulations.

(2)These regulations shall come into operation on the day on which the Companies (Application of Laws) Act 1981 comes into operation.

2In the schedule, a reference to a section, subsection or paragraph, without an enactment being cited, shall be taken as a reference to that section, subsection or paragraph of the Companies (Queensland) Code.

3The fees payable for the purposes of the Companies (Application of Laws) Act 1981 , section 8 are the fees specified in the schedule in relation to the respective matters so specified.