Document ID: chunk:federal_register_of_legislation:C2025C00185:clause:4_29
Version: federal_register_of_legislation:C2025C00185
Segment Type: clause
Provision Reference: sch 4 cl 29
Character Range: 6611292–6613453

29  Disclosure for proposed demutualisation
 (1) If:
 (a) a modification of the constitution of an unlisted company registered under clause 3 of the transfer provisions is proposed; and
 (b) the unlisted company is a mutual entity; and
 (c) the modification would have the effect that the unlisted company would cease to be a mutual entity;
the following rules apply:
 (f) notice of the meeting of the company's members at which the proposed modification is to be considered must be accompanied by the documents listed in subclause (4);
 (g) notice of the meeting may not be shortened under subsection 249H(2);
 (h) the company must lodge with ASIC the notice and the documents referred to in paragraphs (4)(a) and (c) within 7 days after notice of the meeting is given.
 (3) ASIC may exempt a company from this Part under clause 30.
 (4) The documents that must accompany the notice are:
 (a) a disclosure statement that:
 (i) satisfies clause 31; and
 (ii) ASIC has registered under clause 32; and
 (b) an estimate of the financial benefits (if any) the member will be offered if the proposed modification occurs; and
 (c) a report by an expert that:
 (i) states whether, in the expert's opinion, the proposed modification is in the best interests of the members of the company as a whole; and
 (ii) gives the expert's reasons for forming that opinion; and
 (iii) complies with subclauses 33(2) and (3).
 (5) If the company contravenes subclause (1) it is not guilty of an offence.
 (6) A person contravenes this subclause if they are involved in a contravention of subclause (1).
Note 1: This subclause is a civil penalty provision.
Note 2: Section 79 defines involved.
 (7) A person commits an offence if they are involved in a contravention of subclause (1) and the involvement is dishonest.
Penalty:
 (a) for an individual—5 years imprisonment, 2,000 penalty units, or both; and
 (b) for a body corporate—20,000 penalty units.
 (8) In this clause:
reserves includes general reserves and retained earnings of the company.
unlisted company means a company (registered under clause 3) that does not have voting shares quoted on a declared financial market.