Document ID: chunk:federal_register_of_legislation:C2004A04041:section:1990:p73
Version: federal_register_of_legislation:C2004A04041
Segment Type: section
Provision Reference: s 1990 (pt 73/212)
Character Range: 192262–195088

4.1.

SCHEDULE 1—continued

"(3) The Commission must register the applicant as a company of whichever of the following classes:

  (a) a company limited by shares;

  (b) a company limited by guarantee;

  (c) a company limited both by shares and by guarantee;

  (d) an unlimited company;

   (e) in the case of a mining company—a no liability company;

corresponds to the class in which the applicant is included under the law of its place of origin.

  "(4) The Commission must register the applicant:

     (a) if the applicant was registered as a proprietary company in its place of origin—as a proprietary company; or

     (b) if the applicant was registered as a public company in its place of origin—as a public company.

Constitution of Division 4 company

"146. (1) This section applies where a recognised company is registered as a company under this Division.

"(2) Such provisions of the recognised company's constitution as this Law would, if the recognised company had originally been incorporated under Division 1 on its registration day, have required its memorandum to include are taken to be the company's registered memorandum and bind the company and its members accordingly.

"(3) The other provisions of the constitution are taken to be the company's registered articles and bind the company and its members accordingly.

"(4) Where any of the documents making up a recognised company's constitution is or are in a language other than English:

     (a) a reference in this section to the constitution is a reference to the translation of the document or documents concerned into the English language that was lodged with the application for registration under this Division, irrespective of the correctness of the translation; but

     (b) nothing in this subsection affects any liability of the recognised company or its members existing immediately before the registration of the recognised company under this Division.

"Division 4a—Transfer of company's incorporation to another
jurisdiction

Certificate authorising application for transfer of incorporation

"147. (1) A company may apply to the Commission for a certificate authorising it to apply for registration as a company under the Corporations Law of another jurisdiction.

SCHEDULE 1—continued

"(2) An application under subsection (1) must be in the prescribed form and must be accompanied by:

     (a) a declaration in writing signed by the directors of the company or, if the company has more than 2 directors, a majority of the directors, to the effect that they have made an inquiry into the affairs of the company and that at a meeting of directors have formed an opinion that the company will be able to pay its debts as they fall due; and

     (b) a report in the prescribed form as to affairs of the company, made up to the