Supplementary Order Paper No 247

No 247

House of Representatives

Supplementary Order Paper

Tuesday, 2 September 2008

Companies (Minority Buy-out Rights) Amendment Bill

Proposed amendments

Hon Lianne Dalziel, in Committee, to move the following amendments:

New clause 8A inserted

To insert the following clause after clause 8 (after line 19 on page 7):

8A Resolution in lieu of meeting
  • Section 122 is amended by repealing subsection (5) and substituting the following subsection:

    • (5) Within 5 working days of a resolution being passed under this section, the company must send to every shareholder who did not sign the resolution or on whose behalf the resolution was not signed,—

      • (a) a copy of the resolution; and

      • (b) if the resolution was a special resolution required by section 106(1)(a) or (b), a statement setting out the rights of shareholders under section 110.

New clause 13 added

To add the following clause (after line 9 on page 8):

13 Amendment to Lawyers and Conveyancers Act (Lawyers: Nominee Company) Rules 2008
  • (1) This section amends the Lawyers and Conveyancers Act (Lawyers: Nominee Company) Rules 2008.

    (2) Regulation 5 of Schedule 1 is amended by omitting 112 and substituting 112C .

Explanatory note

This Supplementary Order Paper amends the Companies (Minority Buy-out Rights) Amendment Bill.

The amendments insert new clauses 8A and 13.

New clause 8A replaces section 122(5) of the Companies Act 1993. The effect of this amendment is to ensure that all shareholders who do not sign a special resolution that is required by section 106(1)(a) or (b) of the Companies Act 1993 are given notice of their rights under section 110 of that Act.

New clause 13 makes a minor consequential amendment to the Lawyers and Conveyancers Act (Lawyers: Nominee Company) Rules 2008.