Company Law Reform (Transitional Provisions) Act 1994
Public Act
1994 No 16
Date of assent
27 June 1994
1-
Short Title and commencement
(1)
This Act may be cited as the Company Law Reform (Transitional Provisions) Act 1994.
(2)
This Act shall come into force on the 1st day of July 1994.
2-
Amendments to other Acts consequent upon enactment of Companies Act 1993 and certain other Acts
The enactments specified in Schedule 1 to this Act are hereby amended in the manner indicated in that Schedule.
3-
Amendments to regulations consequent upon enactment of Companies Act 1993 and certain other Acts
The regulations specified in Schedule 2 to this Act are hereby amended in the manner indicated in that Schedule.
4-
Transitional provision relating to prospectuses under Securities Act 1978
The Securities Regulations 1983, as in force immediately before the commencement of this Act, shall, notwithstanding section 3 of this Act, continue to apply in relation to—
(a)
Any prospectus registered or delivered for registration under the Securities Act 1978 before the commencement of this Act:
(b)
Any prospectus registered or delivered for registration under the Securities Act 1978 after the commencement of this Act to the extent that it contains financial statements or other financial information that relates to an accounting period that ended before the commencement of this Act.
5-
Transitional provisions
(1)
A reference in any enactment to a company incorporated under the Companies Act 1955 or to which that Act applies shall, unless the context otherwise requires, be read as including a company registered under the Companies Act 1993 or to which that Act applies.
(2)
A reference in any enactment to a provision of the Companies Act 1955 shall, unless the context otherwise requires, be read and construed as a reference to the corresponding provision of the Companies Act 1993 or the Financial Reporting Act 1993 or the Receiverships Act 1993, as the case may be.
Subject to subsection (2) of this section, the Governor-General may from time to time, by Order in Council, make regulations prescribing transitional and savings provisions relating to the coming into force of the Companies Act 1993 or the Companies Amendment Act 1993 or the Financial Reporting Act 1993 or the Receiverships Act 1993, as the case may be, and without limiting the generality of the foregoing, any such regulations may provide that, subject to such conditions as are specified in the regulations,—
(a)
Specified provisions of any of those Acts or any regulations amended by this Act shall not apply in the circumstances specified in the regulations; or
(b)
Specified provisions of any of those Acts or any regulations amended by this Act shall apply with such modifications as may be set out in the regulations in the circumstances specified in the regulations; or
(c)
Specified provisions of any enactments repealed by any of those Acts or any regulations revoked by this Act shall continue to apply—
during a specified transitional period.
(2)
Any regulations under subsection (1) of this section must be made before the close of the 30th day of June 1997, and any regulations so made shall expire on a date specified in the regulations, being a date that is not later than 2 years after the date on which the regulations are made.
Enactments amended consequent upon enactment of Companies Act 1993 and certain other Acts
Enactment
Amendment
1908, No 81—The Industrial and Provident Societies Act 1908 (RS Vol 7, p 407)
By repealing section 10(c), and substituting the following paragraph:
"(c)
The society may, if its rules so allow, invest any part of its capital in the shares or on the security of any other society registered under this Act or under the Building Societies Act 1965, or of any company registered under the Companies Act 1955 or the Companies Act 1993 or incorporated by Act or by charter, provided that no such investments shall be made in the shares of any society or company other than one with limited liability; and a society so investing may make such investment in its registered name, and shall be deemed to be a person within the meaning of those Acts:”.
By repealing section 14(d), and substituting the following paragraph:
"(d)
A society may by special resolution determine to convert itself into a company under the Companies Act 1993 or to amalgamate with or transfer its engagements to a company registered under the Companies Act 1955 or the Companies Act 1993, as the case may be:”.
By repealing section 14(g).
1908, No 89–The Judicature Act 1908 (RS Vol 22, p 107)
By repealing section 24B(1)(f) (as inserted by section 4 of the Judicature Amendment Act 1986), and substituting the following paragraph:
"(f)
The following proceedings in relation to companies registered under the Companies Act 1955 or the Companies Act 1993, as the case may be:
"(i)
Applications for directions by liquidators and receivers:
"(ii)
Defended applications under section 209ZG of the Companies Act 1955 or section 174 of the Companies Act 1993:
"(iii)
Disputes relating to takeovers:
"(iv)
Disputes between shareholders or classes of shareholders of companies (other than companies registered under Part VIII of the Companies Act 1955 and companies registered under the Companies Act 1993 and having not more than 25 shareholders):”.
By repealing section 26I(1)(b) (as inserted by section 5 of the Judicature Amendment Act 1986), and substituting the following paragraph:
"(b)
Any application to stay or dismiss an application for the appointment of a liquidator under the Companies Act 1955 or the Companies Act 1993, as the case may be:”.
1908, No 105–The Life Insurance Act 1908 (RS Vol 6, p 773)
By repealing section 3A(5)(b) (as inserted by section 2 of the Life Insurance Amendment Act 1977), and substituting the following paragraph:
"(b)
Holding company and subsidiary have the same meaning as they have in sections 158 and 158A of the Companies Act 1955 or sections 5 and 6 of the Companies Act 1993, as the case may be, and references in those sections to a company shall be deemed to include an overseas company as defined in section 2(1) of the Companies Act 1955 or section 2(1) of the Companies Act 1993.”
By omitting from section 8A(1) (as inserted by section 4 of the Life Insurance Amendment Act 1983) the words “being wound up”, and substituting the words “in liquidation”.
By omitting from section 10(1) the words “Companies Act 1955”, and substituting the words “Companies Act 1993”.
By omitting from section 10(2) the words “subscribers of the memorandum of association”, and substituting the words “person or persons named in the application for registration as a shareholder or shareholders”.
By repealing section 17A (as inserted by section 5 of the Life Insurance Amendment Act 1983), and substituting the following section:
"17A
Statements to be audited
"(1)
Every statement prepared pursuant to sections 16 and 17 of this Act shall be accompanied by a written report prepared by an auditor who is qualified,—
"(a)
In the case of a company registered under the Companies Act 1955, in accordance with section 165 of that Act; or
"(b)
In the case of any other company, in accordance with section 199 of the Companies Act 1993.
"(2)
For the purposes of this section, sections 163 to 166 of the Companies Act 1955 and sections 196 to 207 of the Companies Act 1993, as the case may be, shall apply with such modifications as may be necessary.”
By inserting in section 24, after the words “Companies Act 1955”, in the first place where they appear, the words “or the Companies Act 1993, as the case may be,” and, after those words in the second place where they appear, the words “or the Companies Act 1993”.
By repealing section 30 (as substituted by section 13 of the Life Insurance Amendment Act 1983), and substituting the following sections:
"30
Liquidation
"(1)
A company may be put into liquidation by the Court in accordance with the Companies Act 1955, in the case of a company registered under that Act, or the Companies Act 1993, in the case of any other company.
"(2)
No company which is liable under any policy shall be put into liquidation by—
"(a)
Special resolution of those members or shareholders entitled to vote and voting on the question; or
"(b)
The board of the company on the occurrence of an event specified in the—
"(i)
Memorandum of association, or articles of association, in the case of a company incorporated under the Companies Act 1955; or
"(ii)
Constitution or equivalent document, in the case of any other company.
"30AA
Transitional provisions applying to winding up of companies
"(1)
Nothing in section 30 of this Act shall apply to or affect the winding up of a company commenced before the commencement of the Company Law Reform (Transitional Provisions) Act 1994 or anything done by or in relation to a company under Part VI of the Companies Act 1955 before the commencement of that Act, and section 30 of this Act and Part VI of the Companies Act 1955, as in force before the commencement of that Act, shall continue in force in relation thereto as if that Act had not been passed.
"(2)
In the liquidation of a company under Part VI of the Companies Act 1955, nothing in any of sections 266 to 273 of that Act, and in the liquidation of a company under Part XVI of the Companies Act 1993, nothing in any of sections 292 to 299 of that Act, as the case may be, shall apply in relation to any transaction entered into by a company, or any matter that arose, before the commencement of the Company Law Reform (Transitional Provisions) Act 1994, but sections 309, 310, 311, 311A, 311B, and 311C of the Companies Act 1955, as in force before the commencement of that Act, shall continue to apply in respect of that transaction or matter as if that Act had not been passed.
"(3)
For the purposes of this section, company has the same meaning as in section 2 of this Act, except that it does not include companies registered under the Companies Act 1955 or the Companies Act 1993.”
By omitting from section 30A(1) (as inserted by section 14 of the Life Insurance Amendment Act 1983) the words “winding up”, and substituting the word “liquidation”.
By omitting from section 31 the words “making a winding-up order”, and substituting the words “putting the company into liquidation”.
By omitting from section 40F(b)(iii) (as substituted by section 2 of the Life Insurance Amendment Act 1985) the words “winding up”, and substituting the word “liquidation”.
By repealing section 40I(8) (as inserted by section 18 of the Life Insurance Amendment Act 1983), and substituting the following subsection:
"(8)
An order approving a scheme of transfer shall be binding upon all persons and for all purposes notwithstanding anything contained in the—
"(a)
Memorandum or articles of association of any company registered under the Companies Act 1955; or
"(b)
Constitution of, or any other document constituting, any other company.”
By repealing section 40L (as so inserted), and substituting the following sections:
"40L
Judicial manager may apply to have company put into liquidation
"(1)
The judicial manager may, with the leave of the Court, apply to have the company in respect of which the judicial manager has been appointed, put into liquidation under the Companies Act 1955, in the case of a company registered under that Act, or the Companies Act 1993, in the case of any other company, where—
"(a)
The report of the judicial manager under section 40F of this Act contains a recommendation that the company be put into liquidation; or
"(b)
A scheme of transfer is not approved by the Court under section 40I of this Act; or
"(c)
A recommendation made by the judicial manager is not approved by the Court under section 40M of this Act.
"(2)
The provisions of section 30AA of this Act shall apply with such modifications as may be necessary in relation to the liquidation of any such company.”
By repealing subsections (2) and (3) of section 79 (as added by section 11 of the Life Insurance Amendment Act 1974), and substituting the following subsections:
"(2)
Every statement deposited under subsection (1) of this section (except a statement in the form set out in the Twentieth Schedule to this Act) shall be accompanied by a written report prepared by an auditor who is qualified,—
"(a)
In the case of a company registered under the Companies Act 1955, in accordance with section 165 of that Act; or
"(b)
In the case of any other company, in accordance with section 199 of the Companies Act 1993.
"(3)
For the purposes of this section, sections 163 to 166 of the Companies Act 1955 and sections 196 to 207 of the Companies Act 1993, as the case may be, shall apply with such modifications as may be necessary.”
1908, No 139—The Partnership Act 1908 (RS Vol 10, p 541)
By inserting in section 4(2), after the words “the Companies Act 1955”, the words “or the Companies Act 1993”.
1908, No 196—The Trade Unions Act 1908 (RS Vol 11, p 621)
By inserting, after section 6(1)(a), the following paragraph:
"(ab)
The Companies Act 1993;”.
1908, No 212—The Incorporated Societies Act 1908 (RS Vol 7, p 383)
By repealing section 6(1)(k), and substituting the following paragraph:
"(k)
The disposition of the property of the society in the event of the society being put into liquidation:”.
By repealing section 2(1), and substituting the following subsections:
"(1)
A company registered under the Companies Act 1955 or the Companies Act 1993, as the case may be, may, by a special resolution, determine to convert itself into a registered society under the principal Act.
"(1A)
For the purposes of subsection (1) of this section, where,—
"(a)
In the case of a company registered under the Companies Act 1955, the nominal value of its shares held by any member other than a registered society exceeds the amount specified by or under section 2(1) of the Industrial and Provident Societies Amendment Act 1923; or
"(b)
In the case of a company registered under the Companies Act 1993, the amount payable for issue of shares by any shareholder other than a registered society under the constitution or by the terms of issue of the shares exceeds that amount,—
“the company may, by such resolution, provide for the conversion of the excess of such share capital over that amount into a transferable loan stock, bearing such rate of interest as may thereby be fixed, and repayable on such conditions only as are in such resolution determined.”
By inserting in section 2(5)(a) (as substituted by section 5 of the Industrial and Provident Societies Amendment Act 1983) after the words “Companies Act 1955”, the words “or the Companies Act 1993, as the case may be,”.
1921-22, No 73—The Meat Export Control Act 1921-22 (RS Vol 26, p 537)
By omitting from section 16(2)(a) (as substituted by section 16 of the Meat Export Control Amendment Act 1989) the words “Companies Act 1955”, and substituting the words “Companies Act 1993”.
1927, No 45—The Rural Intermediate Credit Act 1927 (RS Vol 11, p 261)
By repealing section 40, and substituting the following section:
“40
Incorporation of co-operative rural intermediate credit associations
"(1)
Any 20 or more persons engaged in farming operations may apply for registration as a company with limited liability under the Companies Act 1993 under the name of ‘The [Distinctive name of association] Co-operative Rural Intermediate Credit Association Limited’, by complying with the requirements of that Act in relation to registration, as modified by this Act.
"(2)
At least 25 shares must be issued to each person named in the application for registration as a shareholder.
"(3)
Every person named in the application for registration as a shareholder shall, when required by the Corporation (being not later than one year after the incorporation of the association and before the grant to the shareholder of a loan under this Act), pay in cash not less than 5 percent of the amount required to be paid under the constitution or by the terms of issue of the shares for the shares issued to that person.
"(4)
It shall not be necessary to state in the constitution, the number of shares with which the association proposes to be registered.
"(5)
The directors of the association may issue additional shares at any time to any—
"(a)
Shareholder of the association; or
"(b)
Any person who is not a member or a shareholder, as the case may be, in accordance with section 51 of this Act.
"(6)
No association shall be registered under this section except with the consent of the Corporation.”
By repealing section 41, and substituting the following section:
"41
First directors of association
"(1)
Four persons who shall be named as directors in an application for registration shall be the first directors of the association.
"(2)
Notwithstanding anything in the constitution of the association, the District Intermediate Credit Supervisor appointed by the Corporation for the district in which the registered office of the association is situated shall, by virtue of his or her office, be and continue to be a director of the association.”
By omitting from section 42(1) the words “memorandum and articles of association”, and substituting the word “constitution”.
By omitting from section 42(2) the words “Companies Act 1955”, and substituting the words “Companies Act 1993”.
By inserting in section 42(5), after the words “Companies Act 1955”, the words “or the Companies Act 1993, as the case may be,”.
By repealing section 43, and substituting the following section:
"43
Appointment of directors of associations
"(1)
Every association shall have 4 directors.
"(2)
The Corporation may from time to time appoint a member or shareholder of the association to be an additional director who shall hold office at the pleasure of the Corporation.
"(3)
Nothing in this section limits or affects section 41(2) of this Act.”
By inserting in section 47(3), after the words “Companies Act 1955”, the words “or the Companies Act 1993, as the case may be,”.
By repealing section 50 (as substituted by section 2(1) of the Rural Intermediate Credit Amendment Act 1965), and substituting the following section:
"50
Amount of loans which may be granted
No person shall be entitled to receive under the provisions of this Part of this Act any loan or loans so that the amount for the time being outstanding in respect thereof exceeds an amount—
"(a)
Fixed from time to time by the Minister by notice in the Gazette; or
"(b)
Ten times the amount,—
"(i)
In the case of a company registered under the Companies Act 1955, of the nominal value of the person's shares in the association; or
"(ii)
In the case of a company registered under the Companies Act 1993, owing under the constitution of the association or the terms of issue for that person's shares in the association,—
whichever is the lesser.”
By repealing section 51, and substituting the following section:
"51
Applications for loans by persons other than shareholders
"(1)
If application for a loan is made to an association by any person who is not a member or shareholder of the association, such application shall be deemed to include an application for shares in the association,—
"(a)
In the case of a company registered under the Companies Act 1955, of a nominal value equal to 10 percent of the amount of the loan; or
"(b)
In the case of a company registered under the Companies Act 1993, on which the amount payable under the constitution or by the terms of issue equals 10 percent of the amount of the loan,—
“but in no case less than 25 shares.
"(2)
Before any such application is approved the applicant shall be required to pay to the association in respect of his or her shares an amount not less than 5 percent of the nominal value of the shares or the amount payable under the constitution or by the terms of issue, as the case may be.”
By repealing section 59, and substituting the following section:
"59
Exemption from company fees
Every association under this Part of this Act is exempt from all fees payable by companies under the Companies Act 1955 or the Companies Act 1993, as the case may be.”
