Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p161
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 161/212)
Character Range: 422437–425270

paragraph (1) (b).

"(4) Unless sooner revoked under section 206md, a solvency declaration by a company's directors remains in force for 12 months starting on the day on which it is made.

"(5) A solvency declaration by a company's directors relates to a buy-back scheme or buy-back if, and only if, the declaration specifies the buy-back scheme or buy-back under paragraph (1) (d), (e) or (f).

  "(6) In subsection (5):

'buy-back' includes a proposed buy-back;

'buy-back scheme' includes a proposed buy-back scheme.

SCHEDULE 5—continued

Auditor's report on solvency declaration

"206bj. An auditor's report on a solvency declaration by a company's directors is a report in writing that:

     (a) the company's auditor prepares, signs and dates, and sends to the company, on or after the day when the declaration is made; and

     (b) sets out a statement to the effect that the auditor has inquired into the company's state of affairs and is aware of nothing to indicate that it is unreasonable in all the circumstances to form the opinions described in the declaration; and

   (c) sets out:

         (i) such explanations (if any), and such information (if any), relevant to the statement referred to in paragraph (b); and

       (ii) such other information (if any);

     as the auditor thinks necessary, other than an explanation, or information, that contradicts, qualifies or is otherwise inconsistent with that statement.

When buy-back agreement is completed

"206bk. An agreement constituting a buy-back by a company is completed when the company has provided all the consideration that it is to provide under the agreement.

When shares are transferred

"206bl. Shares in a body corporate are transferred pursuant to an agreement when the transfer of the shares pursuant to the agreement is registered by the body.

Classes of shares

"206bm. The shares in a company, if not divided into 2 or more classes, constitute a class.

"Subdivision C—Power to Buy Back Shares

Power to buy back shares

"206ca. (1) A company may buy back ordinary shares if, and only if, the conditions prescribed by this Division are satisfied.

"(2) The power conferred by subsection (1) may only be exercised by the directors.

"(3) The order in which this Division prescribes conditions does not indicate that the conditions must be satisfied in a particular order.

SCHEDULE 5—continued

Completion of buy-back

"206cb. Subject to this Division (other than section 206ca), where a company buys back shares as permitted by section 206ca, the shares may be transferred to the company pursuant to the buy-back.

Effect of Division

  "206cc. (1) This Division has effect despite:

  (a) sections 205 and 206 and Division 4a; or

  (b) section 615; or

  (c) the constitution, or a resolution, of a company; or

  (d) the rules of a