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CORPORATIONS ACT 2001

CHAPTER 7 - FINANCIAL SERVICES AND MARKETS    View history reference

PART 7.11 - TITLE AND TRANSFER    View history reference

Division 2 - Transfer of certain securities    View history reference

Subdivision B - Special provisions for shares    View history reference

SECTION 1072H  NOTICES RELATING TO NON-BENEFICIAL AND BENEFICIAL OWNERSHIP OF SHARES  

 View history reference

1072H(1)  [Transfer to be accompanied by notice]  


If, upon registration of a transfer of shares in a company, the transferee would hold non-beneficially particular shares (the relevant shares), being all or any of the shares to which the transfer relates, the transferee must only lodge the instrument of transfer with the company for registration of the transfer if the instrument of transfer includes a notice that:


(a) contains a statement to the effect that, upon registration of the transfer, the transferee will hold the relevant shares non-beneficially; and


(b) sets out particulars of the relevant shares; and


(c) is signed by or on behalf of the transferee.

Note: Failure to comply with this subsection is an offence (see subsection 1311(1)).

1072H(2)  [Validity of registration of transfer]  


The fact that a person has failed to comply with subsection (1) does not affect the validity of the registration of a transfer of shares in a company.

1072H(3)  [Transferee holds shares beneficially]  


If:


(a) an instrument of transfer of shares in a company includes a notice of the kind referred to in paragraph (1)(c) and is lodged with the company for registration of the transfer; and


(b) upon registration of the transfer, the transferee holds beneficially particular shares (in this subsection called the relevant shares), being all or any of the shares particulars of which are set out in the notice;

then, before the end of 14 days beginning on registration of the transfer, the transferee must, whether or not the transferee begins before the end of that period to hold all or any of the relevant shares non-beneficially, give to the company a notice that:


(c) sets out the name and address of the transferee; and


(d) contains a statement to the effect that, as from registration of the transfer, the transferee holds the relevant shares beneficially; and


(e) sets out particulars of the relevant shares; and


(f) is signed by or on behalf of the transferee.

Note: Failure to comply with this subsection is an offence (see subsection 1311(1)).

1072H(4)  [Transferee holds shares non-beneficially]  


If:


(a) an instrument of transfer of shares in a company is lodged with the company for registration of the transfer; and


(b) upon registration of the transfer, the transferee holds non-beneficially particular shares (in this subsection called the relevant shares), being all or any of the shares to which the instrument of transfer relates (other than, in a case in which the instrument of transfer includes a notice of the kind referred to in paragraph (1)(c), the shares particulars of which are set out in the notice);

then, before the end of 14 days beginning on registration of the transfer, the transferee must, whether or not the transferee begins before the end of that period to hold any of the relevant shares beneficially, give to the company a notice that:


(c) sets out the name and address of the transferee; and


(d) contains a statement to the effect that, as from registration of the transfer, the transferee holds the relevant shares non-beneficially; and


(e) sets out particulars of the relevant shares; and


(f) is signed by or on behalf of the transferee.

Note: Failure to comply with this subsection is an offence (see subsection 1311(1)).

1072H(5)  [Beneficial holding becoming non-beneficial]  


If:


(a) at a particular time, a person holds beneficially shares in a company; and


(b) immediately after that time, the person holds non-beneficially particular shares (in this subsection called the relevant shares), being all or any of the shares referred to in paragraph (a);

then, before the end of 14 days beginning at that time, the person must, whether or not the person recommences before the end of that period to hold any of the relevant shares beneficially, give to the company a notice that:


(c) sets out the name and address of the person; and


(d) contains a statement to the effect that, after that time, the person holds the relevant shares non-beneficially; and


(e) specifies that time and sets out particulars of the relevant shares; and


(f) is signed by or on behalf of the person.

Note: Failure to comply with this subsection is an offence (see subsection 1311(1)).

1072H(6)  [Non-beneficial holding becoming beneficial]  


If:


(a) at a particular time, a person holds non-beneficially shares in a company; and


(b) immediately after that time, the person holds beneficially particular shares (in this subsection called the relevant shares), being all or any of the shares referred to in paragraph (a);

then, before the end of 14 days beginning at that time, the person must, whether or not the person recommences before the end of that period to hold any of the relevant shares non-beneficially, give to the company a notice that:


(c) sets out the name and address of the person; and


(d) contains a statement to the effect that, after that time, the person holds the relevant shares beneficially; and


(e) specifies that time and sets out particulars of the relevant shares; and


(f) is signed by or on behalf of the person.

Note: Failure to comply with this subsection is an offence (see subsection 1311(1)).

1072H(7)  [Presumption of awareness]  


In proceedings under, or for an offence based on a provision of, this section, a person is, unless the contrary is established, presumed to have been aware at a particular time of a circumstance of which an employee or agent of the person, being an employee or agent having duties or acting in relation to the transfer to, or ownership by, the person of a share or shares in the company concerned, was aware at that time.

1072H(8)  [Presumptions as to ownership]  


For the purposes of this section and of section 169:


(a) if, at a particular time, a person:


(i) holds shares in a capacity other than that of sole beneficial owner; or

(ii) without limiting the generality of subparagraph (i), holds shares as trustee for, as nominee for, or otherwise on behalf of or on account of, another person;
the first-mentioned person is taken to hold the shares non-beneficially at that time; and


(b) a person who holds shares at a particular time is taken to hold the shares beneficially at that time unless the person holds the shares non-beneficially at that time.


 



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