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Contents
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Section
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Part 1 Interpretation and Application
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Division 1 Interpretation
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1
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Definitions
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2
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Corporate relationships
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3
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When a company is recognized
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Division 2 Application
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4
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Special Act corporations
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5
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Dissolution
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Division 3 Distribution of Records
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6
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Mailing of records
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7
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Sending of records
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8
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Furnishing of records by registrar
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9
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Service of records in legal proceedings
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Part 2 Incorporation
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Division 1 Formation of Companies
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10
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Formation of company
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11
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Notice of articles
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12
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Articles
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13
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Incorporation
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14
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Withdrawal of application for incorporation
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15
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Obligations of completing party
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16
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Articles on incorporation
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17
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Effect of incorporation
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18
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Evidence of incorporation
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19
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Effect of notice of articles and articles
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20
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Pre-incorporation contracts
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Division 2 Corporate Names
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21
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Name of company
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22
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Reservation of name
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23
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Form of name of a company
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24
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Restrictions on use of name
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25
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Multilingual names
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26
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Assumed names
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27
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Name to be displayed
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28
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Registrar may order change of name
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29
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Other changes of name
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Division 3 Capacity and Powers
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30
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Capacity and powers of company
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31
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Joint tenancy in property
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32
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Extraterritorial capacity
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33
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Restricted businesses and powers
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Division 4 Company Offices
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34
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Registered and records offices
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35
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Change of registered or records office
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36
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Change of agent's office
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37
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Completion of change of address
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38
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Withdrawal of notice of change of address
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39
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Transfer of registered office by agent
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40
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Elimination of registered office
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41
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Transfer of records office by agent
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Division 5 Company Records
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42
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Records office records
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43
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Records may be kept at other locations
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44
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Maintenance of records
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45
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Missing records
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46
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Inspection of records
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47
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Inspection of central securities registers
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48
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Copies
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49
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List of shareholders
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50
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Remedies on denial of access or copies
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51
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Company to file annual report
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Part 3 Finance
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Division 1 Authorized Share Structure
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52
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Kinds, classes and series of shares
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53
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Description of authorized share structure
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54
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Change in authorized share structure
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55
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Alterations may be expressed in a single resolution
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Division 2 Share Attributes
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56
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Share is personal estate
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57
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Contents of share certificate
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58
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Special rights or restrictions
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59
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Classes of shares
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60
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Shares in series
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61
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No interference with class or series rights without consent
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Division 3 Allotment and Issue of Shares
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62
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Issue of shares
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63
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Issue price for shares
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64
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Payment of consideration for shares
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65
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Deemed receipt of payment
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66
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[Repealed]
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67
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Commissions and discounts
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68
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Validation of creation, allotment or issue of shares
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69
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Fractional shares
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70
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Dividends
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71
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Discharge for payment
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Division 4 Capital
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72
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Capital
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73
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Special rule
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74
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Reduction of capital
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75
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Exception to section 74
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Division 5 Conversion, Exchange or Acquisition of Shares by Company
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76
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Conversion or exchange
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77
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Company may redeem or purchase
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78
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Purchase or acquisition prohibited when insolvent
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79
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Redemption prohibited when insolvent
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80 81
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[Repealed]
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82
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Cancellation and retention of shares
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83
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Elimination of fractional shares
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Division 6 Purchase of Shares by Subsidiary
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84
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Definitions
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85
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Subsidiary may purchase shares of parent
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86
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Purchase prohibited when insolvent
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Division 7 Liability of Shareholders
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87
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Liability of shareholders
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88
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Shareholder's liability for partly paid shares of a pre-existing company
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89
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Liability of former and present shareholders on bankruptcy or winding up
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Division 8 Trust Indentures
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90
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Definitions
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91
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Application
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92
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Eligibility of trustee
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93
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Persons holding debentures may request information from trustee
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94
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Information for trustee
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95
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Evidence of compliance with trust indenture
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96
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Contents of evidence of compliance
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97
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Additional evidence of compliance
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98
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Notice of default
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99
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Trustee's duty of care
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100
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Reliance on statements
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101
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Trustee not relieved from duties
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Division 9 Debentures
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102
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Validity of perpetual debenture
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103
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Enforcement of contract to take debentures
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104
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Issue of redeemed debenture
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Division 10 Receivers and Receiver Managers
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105
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Powers of directors and officers
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106
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Duties of receiver and receiver manager
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Part 4 Shares, Registers and Transfers
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107
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Right to share certificate
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108
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Shares jointly owned
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109
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Lost or destroyed certificate
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110
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Signature on share
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111
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Securities registers
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112
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Index of shareholders
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113
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Share transferable
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114
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Instrument of transfer
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115
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Powers of personal representative
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116
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Transfer by personal representative
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117
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Registration of transfer
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118
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Documents for transmission
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119
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Effect of documents provided
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Part 5 Management
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Division 1 Directors
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120
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Number of directors
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121
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First directors
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122
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Succeeding directors
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123
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Consent
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124
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Persons disqualified as directors
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125
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Share qualification
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126
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Register of directors
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127
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Companies to file notices as to directors
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128
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When directors cease to hold office
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129
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Application to remove self as director or officer
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130
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Memorandum or articles may apply to vacancies among directors
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131
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Vacancies among directors
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132
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Vacancies among class or series directors
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133
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End of term of replacement director
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134
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Loss of quorum
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135
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If no directors in office
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Division 2 Powers and Duties of Directors, Officers,
Attorneys, Representatives and Agents
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136
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Powers and functions of directors
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137
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Powers of directors may be restricted and transferred
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138
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Application of this Act to persons performing functions of a director
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139
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Revocation of resolutions
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140
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Proceedings of directors
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141
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Officers
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142
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Duties of directors and officers
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143
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Validity of acts of directors and officers
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144
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Corporations may grant power of attorney in writing
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145
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Corporate representatives
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146
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Persons may rely on authority of companies and their directors, officers and agents
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Division 3 Conflicts of Interest
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147
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Disclosable interests
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148
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Obligation to account for profits
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149
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Approval of contracts and transactions
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150
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Powers of court
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151
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Validity of contracts and transactions
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152
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Limitation of obligations of directors and senior officers
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153
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Disclosure of conflict of office or property
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Division 4 Liability of Directors
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154
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Directors' liability
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155
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Dissent procedure by companies
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156
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Legal proceedings on liability
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157
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Limitations on liability
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158
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Liability if company's name not displayed
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Division 5 Indemnification of Directors and Officers
and Payment of Expenses
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159
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Definitions
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160
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Indemnification and payment permitted
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161
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Mandatory payment of expenses
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162
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Authority to advance expenses
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163
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Indemnification prohibited
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164
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Court ordered indemnification
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165
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Insurance
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Division 6 Meetings of Shareholders
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166
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Location of general meetings
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167
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Requisitions for general meetings
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168
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No liability
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169
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Notice of general meetings
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170
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Waiver of notice
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171
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Setting record dates
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172
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Quorum for shareholders' meetings
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173
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Voting
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174
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Participation at meetings of shareholders
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175
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Pooling agreements
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176
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Date of resolution
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177
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Subsidiary not to vote
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178
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Election of chair
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179
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Minutes
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180
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Consent resolutions of shareholders
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181
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Rules applicable to general meetings apply to other shareholders' meetings
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182
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Annual general meetings
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183
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First annual reference date for pre-existing companies
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184
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Pre-existing reporting company meetings
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185
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Information for shareholders
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186
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Powers of court
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Division 7 Shareholders' Proposals
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187
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Definitions and application
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188
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Requirements for valid proposals
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189
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Rights and obligations arising from proposal
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190
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No liability
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191
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Refusal to process proposal
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Division 8 Insiders
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192
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Liability of insiders
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Division 9 General
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193
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Form and effect of contracts
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194
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Authentication or certification of records
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195
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Financial assistance
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Part 6 Financial Records
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Division 1 Accounting Records
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196
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Accounting records required
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Division 2 Financial Statements
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197
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Exemption
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198
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Financial statements
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199
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Approval for publication
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200
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Waiver of financial statements
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201
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Financial statements for qualifying debentureholders
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Part 7 Audits
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Division 1 Definition and Application
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202
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Definition
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203
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Application of this Part
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Division 2 Appointment and Removal of Auditors
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204
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Appointment of auditors
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205
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Persons authorized to act as auditors
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206
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Independence of auditors
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207
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Remuneration of auditors
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208
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Capacity to act as auditor
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209
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Removal of auditor during term
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210
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Change of auditor by public company
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211
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Replacement auditor must receive representations
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Division 3 Duties and Rights of Auditors
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212
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Auditor's duty to examine and report
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213
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Qualifications on auditor's opinion
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214
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Shareholders may require auditor's attendance at general meetings
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215
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Auditor's information to be presented at general meetings
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216
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Amendment of financial statements and auditor's report
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217
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Access to records
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218
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Information as to foreign subsidiaries
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219
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Right and obligation of auditors to attend meetings
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220
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Qualified privilege
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Division 4 Auditor Certification Board
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221
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Auditor Certification Board
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222
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Board function and liability
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Division 5 Audit Committee
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223
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Application
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224
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Appointment and procedures of audit committee
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225
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Duties of audit committee
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226
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Provision of financial statements to audit committee
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Part 8 Proceedings
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Division 1 Court Proceedings
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227
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Complaints by shareholder
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228
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Compliance or restraining orders
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229
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Remedying corporate mistakes
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230
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Applications to court to correct records
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231
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Enforcement of duty to file records
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232
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Derivative actions
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233
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Powers of court in relation to derivative actions
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234
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Relief in legal proceedings
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235
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Applications to court under this Act
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236
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Court may order security for costs
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Division 2 Dissent Proceedings
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237
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Definitions and application
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238
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Right to dissent
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239
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Waiver of right to dissent
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240
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Notice of resolution
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241
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Notice of court orders
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242
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Notice of dissent
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243
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Notice of intention to proceed
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244
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Completion of dissent
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245
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Payment for notice shares
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246
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Loss of right to dissent
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247
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Shareholders entitled to return of shares and rights
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Division 3 Investigations
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248
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Appointment of inspector by court
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249
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Conditions applicable to court appointed inspectors
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250
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Appointment of inspector by company
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251
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Powers of inspectors
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252
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Exemption from disclosure to inspectors
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253
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Reports of inspector
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254
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Inspectors' reports as evidence in legal proceedings
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255
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Immunities during investigations
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Part 9 Company Alterations
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Division 1 Memorandum, Notice of Articles and Articles
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256
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Memorandum and articles of pre-existing company not to be altered
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257
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Alteration to notice of articles
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258
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Withdrawal of notice of alteration
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259
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Alteration to articles
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260
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Shareholders may dissent
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261
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Alteration to Table 1 articles
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262
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Articles issued by company must reflect alterations
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263
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Change of company name
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264
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Exceptional resolutions and resolutions respecting unalterable provisions
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265
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Resolution must be passed by greatest majority
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Division 2 Conversion
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266
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Conversion of special Act corporations
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267
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Articles on conversion
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268
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Effect of conversion
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Division 3 Amalgamation
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269
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Amalgamation permitted
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270
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Amalgamation agreements
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271
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Shareholder adoption of amalgamation agreements
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272
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Shareholders may dissent
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273
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Vertical short form amalgamations
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274
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Horizontal short form amalgamations
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275
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Formalities to amalgamation
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276
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Amalgamations with court approval
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277
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Amalgamations without court approval
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278
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Notice to creditors in relation to an amalgamation without court approval
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279
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Amalgamation
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280
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Withdrawal of amalgamation application
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281
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Registrar's duties on amalgamation
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282
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Effect of amalgamation
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Division 4 Amalgamation into a Foreign Jurisdiction
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283
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Definitions
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284
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Amalgamations into foreign jurisdictions
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285
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When amalgamation under this Division prohibited
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286
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After amalgamation
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287
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Shareholders may dissent
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Division 5 Arrangements
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288
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Arrangement may be proposed
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289
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Adoption of arrangement
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290
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Information regarding arrangement
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291
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Role of court in arrangements
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292
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Required filings
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293
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Obligations on company if memorandum altered
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294
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Obligations on company if articles altered
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295
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If arrangement includes amalgamation
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296
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Application of Act to arrangements
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297
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Binding effect of arrangements
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298
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Abandoning arrangements
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299
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Withdrawal of arrangement records
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Division 6 Compulsory Acquisitions
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300
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Acquisition procedures
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Division 7 Disposal of Undertaking
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301
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Power to dispose of undertaking
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Division 8 Transfer of Incorporation
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302
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Application for continuation into British Columbia
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303
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Continuation
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304
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Withdrawal of continuation application
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305
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Effect of continuation
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306
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Rights preserved
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307
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Articles for a continued company
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308
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Application for continuation out of British Columbia
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309
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Shareholders may dissent
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310
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When continuation out of British Columbia prohibited
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311
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After continuation
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Part 10 Liquidation, Dissolution and Restoration
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Division 1 Definitions and Application
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312
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Definitions
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313
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Application of this Part
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Division 2 Voluntary Dissolution without Liquidation
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314
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Authorization for voluntary dissolution
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315
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Provision for unpaid debts and undelivered assets
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316
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Application for voluntary dissolution
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317
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Date of dissolution
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318
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Withdrawal of application for dissolution
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Division 3 Voluntary Liquidation
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319
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Authorization for liquidation
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320
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Limits on liquidator
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321
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Statement of intent to liquidate
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322
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Resignation and removal of liquidators in voluntary liquidations
|
|
|
323
|
Withdrawal of statement of intent to liquidate
|
|
|
Division 4 Powers and Duties of the Court
|
|
|
324
|
Court may order company be liquidated and dissolved
|
|
|
325
|
Court orders respecting liquidations
|
|
|
326
|
Remuneration of liquidator appointed by court
|
|
|
Division 5 Liquidators
|
|
|
327
|
Qualifications of liquidators
|
|
|
328
|
Validity of acts of liquidators
|
|
|
329
|
Filing of notices
|
|
|
330
|
Duties of liquidators
|
|
|
331
|
Notice to creditors
|
|
|
332
|
Limitations on claimants
|
|
|
333
|
Liquidation records office
|
|
|
334
|
Powers of liquidators
|
|
|
335
|
Recovery of property by liquidators
|
|
|
336
|
Right to distribution in money
|
|
|
337
|
Provision for unpaid debts and undelivered assets
|
|
|
338
|
Obligation to prepare accounts
|
|
|
339
|
Limitations on liability
|
|
|
Division 6 Corporate Status before Dissolution
|
|
|
340
|
Capacity of companies in liquidation
|
|
|
Division 7 Proceedings for Dissolution
|
|
|
341
|
Completion of liquidation
|
|
|
342
|
Court approval of dissolution in court ordered liquidations
|
|
|
343
|
Application for dissolution
|
|
|
Division 8 Effect of Dissolution
|
|
|
344
|
Effect of dissolution
|
|
|
345
|
Certificates of dissolution
|
|
|
346
|
Dissolved companies deemed to continue for litigation purposes
|
|
|
347
|
Liabilities survive
|
|
|
348
|
Liability of shareholders of dissolved companies
|
|
|
349
|
Dissolved company's assets available to judgment creditors
|
|
|
Division 9 Discharge of Liquidators of Dissolved Companies
|
|
|
350
|
Discharge of liquidator by court order
|
|
|
Division 10 Records of Dissolved Companies
|
|
|
351
|
Custody of records
|
|
|
352
|
Entitlement to inspect records of dissolved companies
|
|
|
353
|
Remedies on denial of access to or copies of records of dissolved companies
|
|
|
Division 11 Restoration
|
|
|
354
|
Definitions and interpretation
|
|
|
355
|
Pre-requisites to application
|
|
|
356
|
Applications to the registrar for restoration
|
|
|
357
|
Contents of application to the registrar for restoration
|
|
|
358
|
Registrar must restore
|
|
|
359
|
Limited restoration by registrar
|
|
|
360
|
Applications to the court for restoration
|
|
|
361
|
Limited restoration by court
|
|
|
362
|
Filing of restoration application with the registrar
|
|
|
363
|
Restrictions on restoration
|
|
|
364
|
Effect of restoration of company
|
|
|
365
|
Effect of restoration of extraprovincial company
|
|
|
366
|
Name on restoration
|
|
|
367
|
Registrar's duties after restoration
|
|
|
368
|
Corporate assets to be returned to restored company
|
|
|
Division 12 Post-restoration Transition for Pre-existing Companies
|
|
|
369
|
Definition
|
|
|
370
|
Transition restored pre-existing companies
|
|
|
371
|
Post-restoration transition application
|
|
|
372
|
Alteration to articles of restored company
|
|
|
373
|
Timing and effect of post-restoration transition
|
|
Part 11 Extraprovincial Companies
|
|
|
Division 1 Registration
|
|
|
374
|
Definitions
|
|
|
375
|
Foreign entities required to be registered
|
|
|
376
|
Application for registration
|
|
|
377
|
Registration as an extraprovincial company
|
|
|
378
|
Effect of registration
|
|
|
379
|
Amalgamation of extraprovincial company
|
|
|
380
|
Extraprovincial companies to file annual report
|
|
|
381
|
Extraprovincial companies to notify registrar of changes
|
|
|
382
|
Change of name of extraprovincial companies
|
|
|
383
|
Cancellation or change of assumed name of extraprovincial company
|
|
|
384
|
Liability if name of extraprovincial company not displayed
|
|
|
385
|
Enforcement of duty to file records
|
|
|
Division 2 Attorneys for Extraprovincial Companies
|
|
|
386
|
Attorneys to be appointed
|
|
|
387
|
First attorneys
|
|
|
388
|
Authorization of attorneys
|
|
|
389
|
Appointment of attorneys
|
|
|
390
|
Withdrawal of appointment
|
|
|
391
|
Change of address of attorneys
|
|
|
392
|
Withdrawal of notice of change of address
|
|
|
393
|
Revocation of appointments of attorneys
|
|
|
394
|
Withdrawal of revocation of appointment
|
|
|
395
|
Resignations of attorneys
|
|
|
396
|
Obligation to maintain head office or attorney
|
|
|
Division 3 Cancellation of Registration of Extraprovincial Companies
|
|
|
397
|
Registrar may cancel registration of defunct extraprovincial companies
|
|
|
398
|
Lieutenant Governor in Council may cancel registration of extraprovincial companies
|
|
|
399
|
Registrar's duties on cancellation of registration
|
|
Part 12 Administration
|
|
|
Division 1 Office of Registrar
|
|
|
400
|
Appointment of registrar and staff
|
|
|
401
|
Seal of office
|
|
|
402
|
Registrar may suspend services and functions
|
|
|
403
|
Service of records on registrar
|
|
|
404
|
Examination of registrar
|
|
|
405
|
[Repealed]
|
|
|
406
|
Appeal to court
|
|
|
Division 2 Records Filed with or Issued by the Registrar
|
|
|
407
|
Means of filing
|
|
|
408
|
Filing of records
|
|
|
409
|
Future dated filing of records
|
|
|
410
|
Limitation on future dated filings
|
|
|
411
|
Companies and extraprovincial companies in default of filing
|
|
|
412
|
Maintenance of records filed with the registrar
|
|
|
413
|
Deficient filings
|
|
|
414
|
Correction of corporate register
|
|
|
415
|
Validity of corporate register
|
|
|
416
|
Inspection and copies of records
|
|
|
417
|
Lost or destroyed records
|
|
|
418
|
Registrar may issue records
|
|
|
419
|
Effect of records issued by registrar
|
|
|
420
|
Correction of certificates and other certified records
|
|
|
421
|
No constructive notice
|
|
|
Division 3 Powers of Dissolution and Cancellation
|
|
|
422
|
Dissolutions and cancellations of registration by registrar
|
|
|
423
|
Lieutenant Governor in Council may cancel incorporation of company
|
|
|
424
|
Publication of notice of dissolution
|
|
|
Division 4 Offences and Penalties
|
|
|
425
|
Offence Act
|
|
|
426
|
Offences
|
|
|
427
|
Misleading statements an offence
|
|
|
428
|
Penalties
|
|
|
429
|
Remedies preserved
|
|
|
430
|
Limitation period
|
|
|
Division 5 Fees and Regulations
|
|
|
431
|
Fees
|
|
|
432
|
Power to make regulations
|
|
Part 13 Reporting Companies
|
|
|
433
|
Prescribed provisions
|
|
|
434
|
Obligations of pre-existing reporting companies
|
|
|
435
|
Lieutenant Governor in Council may make exclusions
|
|
Part 14 Transitional, Repeals and Commencement
|
|
|
Division 1 Charter Transition
|
|
|
436
|
Transition pre-existing companies
|
|
|
437
|
Transition application
|
|
|
438
|
Alteration to articles
|
|
|
439
|
Timing and effect of transition
|
|
|
Division 2 Company Transition
|
|
|
440
|
Registered and records office of pre-existing company
|
|
|
441
|
Prescribed address
|
|
|
442
|
Name of specially limited company
|
|
|
Division 3 Extraprovincial Company Transition
|
|
|
443
|
Head office of pre-existing extraprovincial company
|
|
|
444
|
Attorney for pre-existing extraprovincial company
|
|
|
Division 4 General
|
|
|
445
|
Repeals
|
|
|
446
|
Portions of this Part repealed
|
|
|
447
|
Commencement
|
|
Schedule
|