Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981

An Act relating to the interpretation of certain provisions relating to corporations and the securities industry and for certain other matters

1Short title

This Act may be cited as the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981.

Editor’s notes—

(1)Under this Act the provisions of the Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980 (Cwlth) apply, subject to certain amendments, as laws of Queensland.

(2)The Commonwealth Act commenced on 1 July 1981 (see Commonwealth of Australia Gazette 19 June 1981, No. S118).

3Interpretation

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.

code means the provisions of an Act passed by the Parliament of the Commonwealth pursuant to the agreement as in force for the time being, being provisions applying, by reason of an Act passed by the Parliament of Queensland pursuant to the agreement, as laws of Queensland.

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

the Commonwealth Act means the Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980 (Cwlth).

4Relevant codes

(1)For the purposes of this Act, each of the following codes is a relevant code—

(a)the Companies and Securities (Interpretation and Miscellaneous Provisions) (Queensland) Code; and

(b)the Companies (Acquisition of Shares) (Queensland) Code; and

(c)any code to which this Act applies by reason of a relevant application provision in an Act.

(2)For the purposes of subsection (1) a provision in an Act is a relevant application provision in relation to a code if the provision states that this Act applies to the code concerned.

5National Companies and Securities Commission (State Provisions) Act 1981

For the purposes of this Act, a reference to a relevant code includes a reference to the provisions of the National Companies and Securities Commission (State Provisions) Act 1981 other than sections 1, 2, 3, 4, 20 and 21.

6Act to bind Crown

This Act binds the Crown.

7Interpretation of relevant codes

Except in relation to matters expressly provided for by this Act and subject to any express provision contained in a relevant code, the laws in force in the Australian Capital Territory at the commencement of the Commonwealth Act that relate to the interpretation of ordinances of the Australian Capital Territory—

(a)apply for the purposes of the interpretation of each relevant code as if the relevant code were an ordinance of the Australian Capital Territory; and

(b)apply for the purposes of the interpretation of any instrument (including rules, regulations or by-laws) made, granted or issued under or, in the case of regulations, applying as regulations made under, a relevant code as if the instrument were made, granted or issued under such an ordinance.

8Application of interpretation law

The provisions of the Commonwealth Act (other than sections 1, 2, 3, 4 and 5) apply—

(a)as if amended as set out in schedule 1; and

(b)subject to and in accordance with this Act;

as laws of Queensland.

9Publication of Companies and Securities (Interpretation and Miscellaneous Provisions) (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, 4 and 5), 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 2; 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 and Securities (Interpretation and Miscellaneous Provisions) (Queensland) Code.

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

10Publication of provisions of amended code

(1)The Minister may from time to time authorise the publication by the Government Printer of a document setting out provisions that by reason of—

(a)the enactment of an Act of the Commonwealth amending the Commonwealth Act; and

(b)the operation of section 8 (including the operation, if applicable, of schedule 1);

apply, or will apply, as laws of Queensland.

(2)A document published under subsection (1) shall include a notification of the date, or dates, on which the provisions 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 referred to in subsection (1) set out in the document.

11Interpretation 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 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 and Securities (Interpretation and Miscellaneous Provisions) (Queensland) Code is a reference to the provisions of the Commonwealth Act applying by reason of section 8; and

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

(2)In subsection (1)—

provision includes part, division, section, subsection, paragraph, subparagraph, schedule, form, regulation, clause, subclause or other division.

s 11 amd 1981 No. 111s 7

12Amendment of certain provisions in accordance with approval of Ministerial Council

Where, under the agreement, the Ministerial Council—

(a)approves a proposed amendment of the Commonwealth Act; and

(b)approves proposed regulations to be made under this Act in connection with the operation of the proposed amendment;

the Governor in Council may make regulations amending schedule 1, in accordance with that approval, and that schedule as so amended shall be schedule 1 of this Act.

13Relevant codes deemed to be Acts for certain purposes

For the purposes of the Acts Interpretation Act 1954, section 44 a relevant code shall be deemed to be an Act.

14Appropriation of penalties

Penalties under a relevant code when recovered shall, notwithstanding anything in any other Act, be paid into the Consolidated Fund.

section 8

1Unless inconsistent with another provision of this schedule—

(a)for the words ‘relevant Act’ or ‘relevant Acts’ in the Commonwealth Act (wherever occurring) there were substituted the words ‘relevant code’ or ‘relevant codes’ respectively; and

(b)for the words ‘the Territory’ in the Commonwealth Act (wherever occurring) there were substituted the word ‘Queensland’; and

(c)for the words ‘law of a State or of another Territory’ in the Commonwealth Act (wherever occurring) there were substituted the words ‘law of a State other than Queensland or of a Territory’.

(1A) In section 5B of the Commonwealth Act—

(a)in subsection (2)(a) after the words ‘Government Printer’ there were inserted the words ‘of the Commonwealth’; and

(b)in subsection (2)(b), (c), (d) and (f) for the word ‘enacted’ (wherever occurring) there were substituted the word ‘made’; and

(c)after subsection (2) there were inserted the following subsection—

‘(2A) A reference in subsection (2) to the ‘Parliament’ is a reference to the Parliament of the Commonwealth’.

s 1A ins reg pubd gaz 5 April 1986 pp 1413–4

2In section 8 of the Commonwealth Act—

(a)for paragraph (c) there were substituted the following paragraph—

‘(c)an Act—

(i)of the Parliament of the Commonwealth may be cited by a reference to the Commonwealth; and

(ii)of another State or of a Territory may be cited by a reference to the State or Territory by the Parliament or legislature of which the Act was passed;

together with such mode of reference as is sufficient in Acts passed by that Parliament or legislature;’; and

(b)in paragraphs (d) and (f) for the words ‘an ordinance’ there were substituted the words ‘an ordinance of a Territory’; and

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

3In section 9 of the Commonwealth Act—

(a)in the definition of Agreement for the expression ‘Act 1979’ there were substituted the expression ‘(State Provisions) Act 1981’; and

(b)the definition of another Territory were repealed; and

(c)after the definition of calendar year there were inserted the following definition—

‘code means the provisions of an Act passed by the Parliament of the Commonwealth pursuant to the agreement as in force for the time being, being provisions applying, by reason of an Act passed by the Parliament of Queensland pursuant to the agreement, as laws of Queensland.’; and

(d)in the definition of commencement the words ‘or ordinance’ (where 3 times occurring) were repealed; and

(e)for the definition of committed for trial there were substituted the following definition—

‘committed for trial, in relation to a person, means committed to prison to await the person’s trial or granted bail to appear at the person’s trial.’; and

(f)in the definition of Consolidated Revenue Fund for the words ‘the Commonwealth’ there were substituted the word ‘Queensland’; and

(g)in paragraph (b) of the definition of constituent documents for the expression ‘(other than the Companies Act 1981 or the corresponding law of a State or another Territory or of another country)’ there were substituted the expression ‘(other than the Companies (Queensland) Code or the corresponding law in force in another State or in a Territory or in another country)’; and

(h)for the definitions of court and court of summary jurisdiction there were substituted the following definitions—

‘court means the Supreme Court of Queensland or a judge of that court.
court of summary jurisdiction means a Magistrates Court of Queensland.’; and

(i)for the definition of Crown there were substituted the following definition—

‘Crown means the Crown in right of Queensland.’; and

(j)the definition of Executive Council were repealed; and

(k)for the definition of external Territory there were substituted the following definition—

‘external Territory means a Territory, not being an internal Territory, for the government of which as such a Territory provision is made by an Act of the Commonwealth.’; and

(l)after the definition of gazette there were inserted the following definition—

‘government gazette means the Queensland Government gazette.’; and

(m)after the definition of indictment there were inserted the following definition—

‘information includes a complaint within the meaning of the Justices Act 1886.’; and

(n)for the definition of Jervis Bay Territory there were substituted the following definition—

‘Jervis Bay Territory means the Territory accepted by the Commonwealth pursuant to the Jervis Bay Territory Acceptance Act 1915 (Cwlth) and described in the agreement set out in the schedule to that Act.’; and

(o)the definition of judge were repealed; and

(p)for the definition of law of the Territory or law of the Australian Capital Territory there were substituted the following definition—

‘law of the Australian Capital Territory includes a law of New South Wales as applying in that Territory.’; and

(q)for the definition of magistrate there were substituted the following definition—

‘magistrate means—

(a)a magistrate in respect of whose office an annual salary is payable; and

(b)a stipendiary magistrate appointed by or under the Justices Act 1886.’; and

(r)for the definition of Minister there were substituted the following definition—

‘Minister means a Minister of State for Queensland.’; and

(ra)in the definition of Northern Territory enactment after the expression ‘1978’ there were inserted the expression ‘(Cwlth)’; and

(s)after the definition of Northern Territory there were inserted the following definition—

‘order in council means an order in council made by the Governor in Council, published in the government gazette.’; and

(t)in the definition of ordinance before the word ‘Territory’ there were inserted the words ‘Australian Capital’; and

(u)for the definition of Parliament there were substituted the following definition—

‘Parliament means the Parliament of Queensland.’; and

(v)for the definitions of participating State and participating Territory there were substituted the following definitions—

‘participating State means a State other than Queensland that is a party to the agreement.
participating Territory means—

(a)the Australian Capital Territory;

(b)if the Northern Territory is a party to the agreement—that Territory; and

(c)any external Territory to which the agreement applies pursuant to clause 50 of the agreement.’; and

(w)for the definition of prescribed there were substituted the following definition—

‘prescribed means prescribed by the relevant code or by regulations applying under the relevant code.’; and

(x)for the definition of proclamation there were substituted the following definition—

‘proclamation means a proclamation made by the Governor published in the government gazette.’; and

(xa)the definition of relevant Act were repealed; and

(y)for the definition of regulations there were substituted the following definitions—
‘regulations means regulations applying under the relevant code.
relevant Code means a code that is a relevant code within the meaning of the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981.’; and

(aa)for the definition of the Minister there were substituted the following definition—

‘the Minister means the Minister for the time being administering the Act by reason of which the provisions of the relevant code apply as laws of Queensland or, if, for the time being, different Ministers are administering that Act in different respects, each of those Ministers to the extent that the Minister is administering that Act in the relevant respect.’; and

(ab)the definition of the Territory or the Australian Capital Territory were repealed; and

(ac)for the definition of this Act there were substituted the following definition—

‘this code includes regulations applying under the relevant code.’.

s 3 amd 1981 No. 111 ss 8(a), 9; reg pubd gaz 5 April 1986 pp 1413–4; 28 March 1987 p 1388

4In section 11 of the Commonwealth Act—

(a)for the words ‘law of a State or of another Territory’ (where twice occurring) there were substituted the words ‘law of a State other than Queensland or of a Territory’; and

(b)for the words ‘another Act’ there were substituted the words ‘another law’; and

(c)for the words ‘other Act’ there were substituted the words ‘other law’.

4AIn section 11A(4) 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 words ‘(Cwlth)’.

s 4A ins reg pubd gaz 5 April 1986 pp 1413–4

5For section 12 of the Commonwealth Act there were substituted the following section—

‘12Where in any relevant code—

(a)a Minister is referred to, the reference shall, unless the contrary intention appears, be deemed to include a reference to any Minister for the time being acting for or on behalf of the Minister so referred to; and

(b)a Commonwealth Minister is referred to, the reference shall, unless the contrary intention appears, be deemed to include a reference to any Commonwealth Minister or member of the Federal Executive Council for the time being acting for or on behalf of the Commonwealth Minister so referred to.’.

6In section 14 of the Commonwealth Act—

(a)for the words ‘office of the Corporate Affairs Commission for the Territory’ (where 4 times occurring) there were substituted the words ‘office of the Commissioner for Corporate Affairs for Queensland’;

(b)after subsection (3) there were added the following subsections—

‘(4)In this section—
office of the Commissioner for Corporate Affairs for Queensland means—

(a)in the case of a company or a foreign company registered under the Companies Act 1961, a corresponding previous enactment or a law operating to the exclusion of that Act 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.

(5)Where special circumstances exist the Commissioner for Corporate Affairs for Queensland may authorise the transfer of the documents relating to a company or foreign company registered in the State from the commissioner’s office at the place whereat the company or foreign company was registered to the commissioner’s office at another place in the State and upon such transfer the company or foreign company shall be deemed to have been registered at that other place and the provisions of subsection (4) shall apply accordingly.

(6)Where special circumstances exist and it appears to the Commissioner for Corporate Affairs for Queensland expedient to do so, the commissioner may permit a document required by a relevant code to be lodged with the commission, to be lodged at an office of the commissioner other than the office wherein it is required pursuant to the foregoing provisions of this section to be lodged and in any such case the document shall be deemed to have been lodged in accordance with this section.’.

s 6 amd 1981 No. 111 s 8(b)

6AIn section 14A of the Commonwealth Act—

(a)in subsection (1) for the expression ‘Companies Act 1981’ there were substituted the expression ‘Companies (Queensland) Code’; and

(b)for subsection (2)(a) there were substituted the following paragraph—

(a)affects the operation of any other law of the State, or any law of another State or a Territory or the Commonwealth, that authorises the service of a document otherwise than as provided in that subsection; or’.

s 6A ins reg pubd gaz 5 April 1986 pp 1413–4

7For section 17 of the Commonwealth Act there were substituted the following section—

‘17In any relevant code, unless the contrary intention appears, a reference to the Crown shall be construed as a reference to the Sovereign for the time being.’.

8For section 19 of the Commonwealth Act there were substituted the following section—

‘19In any relevant code, unless the contrary intention appears—

(a)a reference to an officer or office shall be construed as a reference to such an officer or office in and for Queensland; and

(b)a reference to a locality, jurisdiction or other matter or thing shall be construed as a reference to such locality, jurisdiction or other matter or thing in and of Queensland.’.

9In section 24(1) of the Commonwealth Act after the words ‘any Act’ (where twice occurring) there were inserted the words ‘or code’.

10For sections 28, 29, 30, 31 and 32 of the Commonwealth Act there were substituted the following sections—

‘28(1) The repeal of the provisions of a relevant Commonwealth Act by which the provisions of a previous relevant Commonwealth Act were repealed does not have the effect of reviving the provisions of the previous relevant Commonwealth Act without express words.

(2)In this section and in sections 29, 30, 31 and 32 a reference to provisions, or a provision, of a relevant Commonwealth Act is a reference to provisions, or a provision, of—

(a)the Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980 (Cwlth); or

(b)the Companies (Acquisition of Shares) Act 1980 (Cwlth); or

(c)any other Act of the Commonwealth;

      which, by reason of—

(d)the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981; or

(e)the Companies (Acquisition of Shares) (Application of Laws) Act 1981; or

(f)an Act containing a relevant application provision;

      apply as, or applies as, a law of Queensland or, in the case of a repealed provision, has applied as a law of Queensland.

(3)For the purposes of subsection (2), a provision in an Act is a relevant application provision if the provision contains a statement to the effect that the provisions of an Act of the Commonwealth apply (whether with or without qualification) as laws of Queensland.

29Where a provision of a relevant Commonwealth Act repeals a provision of a former relevant Commonwealth Act, then, unless the contrary intention appears, the repeal does not—

(a)revive anything not in force or existing at the time when the repeal takes effect; or

(b)affect the previous operation of the provision of the relevant Commonwealth Act so repealed, or anything duly done or suffered under the provision of the relevant Commonwealth Act so repealed; or

(c)affect a right, privilege, obligation or liability acquired, accrued or incurred under the provision of the relevant Commonwealth Act so repealed, or an investigation, legal proceeding or remedy in respect of that right, privilege, obligation or liability; or

(d)affect a penalty, forfeiture or punishment incurred in respect of an offence committed against the provision of the relevant Commonwealth Act so repealed, or an investigation, legal proceeding or remedy in respect of that penalty, forfeiture or punishment;

      and the investigation, legal proceeding or remedy may be instituted, continued or enforced, and a penalty, forfeiture or punishment may be imposed, as if the repealing provision of the relevant Commonwealth Act had not been enacted.

30Where a provision of a relevant Commonwealth Act repeals a provision of a former relevant Commonwealth Act and substitutes a provision in lieu of the repealed provision, the repealed provision remains in force until the substituted provision comes into operation.

31A provision of a relevant Commonwealth Act amending a provision of another relevant Commonwealth Act shall, unless the contrary intention appears, be construed with the provisions of the relevant Commonwealth Act being amended and as part of them.

32The expiration of a provision of a relevant Commonwealth Act does not affect any civil proceedings previously commenced under the relevant Commonwealth Act and the civil proceedings may be continued, and everything in relation to the civil proceedings may be done, in all respects as if the provision of the relevant Commonwealth Act continued in force.’.

11In section 33 of the Commonwealth Act—

(a)in subsection (1)(a)—

(i)for the words ‘another Act’ (where twice occurring) there were substituted the words ‘an Act’; and

(ii)for the words ‘that other Act’ (where twice occurring) there were substituted the words ‘that Act’; and

(b)in subsection (2)—

(i)for the words ‘a State or Territory’ there were substituted the words ‘another State or Territory or the Commonwealth’; and

(ii)for the words ‘that State or Territory’ there were substituted the words ‘that other State or a Territory or the Commonwealth’.

s 11 sub reg pubd gaz 5 April 1986 pp 1413–4

12For section 37(b) of the Commonwealth Act there were substituted the following paragraph—

‘(b)under another law of Queensland or a law of another State or of a Territory;’.

13For section 38(3) of the Commonwealth Act there were substituted the following subsection—

‘(3)Nothing in this section shall be taken to affect the application in relation to any relevant code of the provisions of the Criminal Code (other than section 7 and sections 536 to 539).’.

14In the heading of part 4 of the Commonwealth Act for the word ‘ACT’ there were substituted the words ‘(STATE PROVISIONS) ACT’.

15In section 39 of the Commonwealth Act for the expression ‘Act 1979’ (wherever occurring) there were substituted the expression ‘(State Provisions) Act 1981’.

16In section 40(1) of the Commonwealth Act for the words ‘This Act’ there were substituted the words ‘This code’.

17In section 40 of the Commonwealth Act—

(a)in subsection (1) before the word ‘made’ there were inserted the word ‘applying,’; and

(b)in subsection (2), before the words ‘was made’ there were inserted the words ‘applies or’.

s 17 ins 1981 No. 111 s 8(c)

18For section 41 of the Commonwealth Act there were substituted the following section—

‘41(1) Where a provision of a law of another State or of a Territory, being a law by reason of which provisions of a relevant Act of the Commonwealth or regulations in force for the time being under a relevant Act of the Commonwealth apply as laws of that State or Territory, provides that a document published in accordance with that provision is prima facie evidence of the provisions of that Act or those regulations as so applying on a particular date, a document that is, or purports to be, a copy of a document so published is prima facie evidence of the provisions of that Act or those regulations as so applying on that date.

(2)In subsection (1)—

relevant Act of the Commonwealth means—

(a)the Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980 (Cwlth); or

(b)the Companies (Acquisition of Shares) Act 1980 (Cwlth); or

(c)the Securities Industry Act 1980 (Cwlth); or

(d)the Companies Act 1981 (Cwlth).’.

s 18 ins 1981 No. 111 s 8(c)

section 9

The following headings and sections shall be included in the publication of the provisions of the Commonwealth Act under section 9—

‘COMPANIES AND SECURITIES (INTERPRETATION AND MISCELLANEOUS PROVISIONS) (QUEENSLAND) CODE

RELATING TO THE INTERPRETATION OF CERTAIN PROVISIONS RELATING TO CORPORATIONS AND THE SECURITIES INDUSTRY, AND FOR CERTAIN OTHER MATTERS

1This code may be cited as the Companies and Securities (Interpretation and Miscellaneous Provisions) (Queensland) Code.

2This code comes into operation on the day on which the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 comes into operation.

3For the purposes of this code, each of the following codes is a relevant code—

(a)this code; and

(b)the Companies (Acquisition of Shares) (Queensland) Code; and

(c)any code to which the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 applies by reason of a relevant application provision in an Act.

4For the purposes of paragraph 3(c), a provision in an Act is a relevant application provision in relation to a code if the provision states that the Companies and Securities (Interpretation and Miscellaneous Provisions) (Application of Laws) Act 1981 applies to the code concerned.

5For the purposes of this code, a reference to a relevant code includes a reference to the provisions of the National Companies and Securities Commission (State Provisions) Act 1981 other than sections 1, 2, 3, 4, 20 and 21.’.