Companies Amendment Act (No 2) 2012

1: Title
This Act is the Companies Amendment Act (No 2) 2012.
2: Commencement
This Act comes into force on the day after the date on which it receives the Royal assent.
3: Principal Act amended
This Act Companies Act 1993 2012-08-31 Companies Act 1993
4: Stock exchange acquisitions not subject to prior notice to shareholders
1: Section 65(2A)
2: Section 65(3) or subsection (2A)
5: Interest payable on outstanding payments
1: Section 112B
1: Interest on any sum that must be paid under section 112 or 112A that is outstanding after the date on which it falls due is payable,—
a: in the case of a share price determined under section 112, at the same rate of interest as the prescribed rate under section 87(3) of the Judicature Act 1908; and
b: in the case of a share price determined under section 112A, on the basis and at the rate that the arbitral tribunal thinks fit having regard to all of the circumstances.
2: Section 112B(2) subsection (1) subsection (1)(b)
6: Termination of deed
Section 239ADC
2: The deed administrator must give written notice to the Registrar of the fact that a deed has been terminated under subsection (1)(a) or (c).
7: Insolvent transaction voidable
Section 292(4) section 32(1) section 32(1) or (5)
8: Service of other documents on companies
Section 388
2: Subsection (1) is subject to section 391(3A) to (3C)
9: Service of other documents on overseas companies
Section 390
2: Subsection (1) is subject to section 391(3A) to (3C)
10: Service of documents on shareholders and creditors
Section 391
3A: Despite subsections (1) to (3), a shareholder or creditor may notify the company—
a: that the shareholder or creditor wishes to receive documents by electronic means; and
b: of the electronic address to which documents are to be delivered.
3B: Notification in accordance with subsection (3A)
3C: If a shareholder or creditor notifies the company under subsection (3A)
11: Schedule 1 amended
1: Clause 3
3: Methods of holding meetings
A meeting of shareholders may be held by a quorum of the shareholders—
a: being assembled together at the time and place appointed for the meeting; or
b: participating in the meeting by means of audio, audio and visual, or electronic communication; or
c: by a combination of both of the methods described in paragraphs (a) and (b)
2: Clause 4
4: To avoid doubt, a shareholder participating in a meeting by means of audio, audio and visual, or electronic communication is present at the meeting and part of the quorum.
3: Clause 5(2) or (c) clause (3)(b) the shareholders signifying individually their assent or dissent by voice any method permitted by the chairperson of the meeting
4: Clause 6(3) or, in the case of an electronic notice, sent by signed by
5: Clause 6
3A: A shareholder may appoint more than 1 proxy for a particular meeting, provided that more than 1 proxy is not appointed to exercise the rights attached to a particular share held by the shareholder.
6: Clause 7(1)
1A: To avoid doubt, a postal vote may be cast using electronic means permitted by the board.
7: Schedule 1
14: Shareholder participation by electronic means
1: For the purposes of this schedule, a shareholder, or the shareholder's proxy or representative, may participate in a meeting by means of audio, audio and visual, or electronic communication if—
a: the board approves those means; and
b: the shareholder, proxy, or representative complies with any conditions imposed by the board in relation to the use of those means (including, for example, conditions relating to the identity of the shareholder, proxy, or representative and that person's approval or authentication (including electronic authentication) of the information communicated by electronic means).
2: To avoid doubt, participation in a meeting includes participation in any manner specified in this schedule or permitted by the constitution of the company.
12: Consequential amendments to Companies (Voluntary Administration) Regulations 2007
1: This section amends the Companies (Voluntary Administration) Regulations 2007
2: Clause 16(3) section 239ADC(c) section 239ADC(1)(c)
3: Clause 17(1)(c)(iii)(B) section 239ADC(c) section 239ADC(1)(c)
4: Clause 17(2) section 239ADC(c) section 239ADC(1)(c) 2012-08-31 Companies (Voluntary Administration) Regulations 2007