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Corporations Legislation Amendment Bill
Date Introduced: 29 June 1998
Commencement: The amendment contained in the
Bill commences immediately after the commencement of the
Company Law Review Act 1998 (which commenced on 1 July
To insert a
transitional provision into the Corporations Law in
respect of two amendments made to the Company Law Review Bill 1997,
by the Senate. The amendments relate to:
- the giving of 28 days notice of meetings of members of listed
- the inclusion in notices of meetings of listed companies of a
fax number for the purpose of receipt of proxy appointments.
The Company Law Review Bill 1997 (now the
Company Law Review Act 1998) was enacted to rewrite and
simplify the provisions of the Corporations Law which deal
with the creation of companies, the conduct of company meetings,
share capital, financial reports and audits, the deregistration of
companies, and company names.
Numerous amendments were proposed to the Bill by
the Government, the Australian Labor Party (ALP) and the Australian
Democrats in the Senate. Two of the ALP amendments passed by the
Senate and subsequently agreed to by the House of Representatives
- new section 249HA - requires listed Australian companies to
give at least 28 days notice of meetings of members.
The ordinary notice period for meetings of
members of companies which are not listed companies is 21 days.
Prior to the Company Law Review Act 1998, the
Corporations Law required 14 days notice of general
meetings and 21 days notice if a special resolution was proposed to
be considered at the meeting
- new section 250BA - requires notices of meetings of members of
listed Australian companies to specify a fax number for the purpose
of the receipt of proxy appointments.
The Company Law Review Act 1998
(including these amendments) commenced on 1 July 1998.
There are listed companies that have before 1
July 1998 given notice of a meeting of their members without having
given the 28 days notice required by section 249H. Additionally,
the notice of the meeting may not have specified a fax number for
the purpose of the receipt of proxy appointments as required by
To prevent uncertainty in relation to the
validity of these meetings, this Bill proposes transitional
provisions which will clarify that sections 249HA and 250BA do not
apply to a meeting of the members of a listed company if the notice
of the meeting was given before those sections commence (i.e. 1
Circumstances can still be foreseen in which
inconvenience or expense will be incurred because of these
amendments. For example, a listed company which has not yet sent
its notices to members but which has had the notices printed ready
for distribution, may be required to reschedule its general meeting
and amend its notices.
Item 1 of Schedule
1 inserts proposed new section 1424Ainto
the Corporations Law. That section provides that the two
amendments referred to above do not apply to a meeting of a
company's members if the notice of the meeting was given before the
commencement of the amendments (i.e. 1 July 1998).
A further issue which should be mentioned
relates to an apparent problem with the interaction of the 28 day
notice period and the Australian Stock Exchange Listing Rules. ASX
Listing Rule 14.3 requires companies to accept nominations for
directorships up to 30 days before the general meeting. Those
nominations must be incorporated into the notice of meeting.
The combination of the 28 day notice rule and
the ASX Listing Rule will mean that a listed company will have only
2 days in which to print and distribute its notices of meeting.
From an administrative perspective, this seems very onerous.
6 July 1998
Bills Digest Service
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