Max penalty for corporations breaching s 631(1) of Corporations Act is $55k in fines
Before the Brisbane Magistrates Court, Palmer Leisure Coolum Pty Ltd (PLC) pleaded guilty to contravening takeover law in s 631(1) of the Corporations Act 2001, in connection with a proposed takeover of The President's Club Ltd (TPC).
PLC entered the guilty plea for the s 631(1) breach via its lawyer.
In a media release, the Australian Securities and Investments Commission (ASIC) noted that the maximum penalty for corporations violating s 631(1) is $55,000 in fines.
The District Court of Queensland has committed PLC for sentencing.
ASIC provided more information regarding the proceedings involving PLC. According to ASIC, TPC ran a “time share” scheme at a property formerly known as Hyatt Regency Coolum and now called the Palmer Coolum Resort.
On 12 April 2012, PLC (then known as Queensland North Australia Pty Ltd) lodged a bidder’s statement with ASIC to propose a takeover bid for all TPC’s shares and the associated villa interests.
However, PLC failed to make an offer to TPC’s members for the securities under the takeover bid within the two months of the public proposal of the bid, as required by s 631(1) of the Corporations Act.
Upon ASIC's referral, the Office of the Commonwealth Director of Public Prosecutions (CDPP) began prosecuting PLC.
A PLC director faced a charge of breaching s 631(1), by operation of s 11.2 of the Criminal Code, for aiding, abetting, counselling, or procuring the company to commit the offence. The offence carried a maximum fine of $11,000 for an individual offender.
On 13 June 2018, the Brisbane Magistrates Court listed the matter for a pre-trial hearing. The Magistrates Court then issued numerous adjournments in the proceedings.
On 19 September 2018, before the Supreme Court of Queensland, PLC and its director sought a permanent stay of the criminal proceedings in the Brisbane Magistrates Court.
On 31 October 2018, before the Queensland Supreme Court, ASIC and the CDPP applied to stay or set aside the 19 September 2018 application for lacking a reasonable cause of action and being scandalous, frivolous, vexatious, and otherwise abusive of the court’s process.
On 23 January 2019, the Queensland Supreme Court set aside and struck out PLC’s and its director’s claims. On 17 March 2020, the Court of Appeal of the Supreme Court of Queensland dismissed their appeals.
On 4 August 2025, before the Brisbane Magistrates Court, the PLC director applied to refer questions under the Human Rights Act 2019 (Qld) to the Supreme Court of Queensland. A magistrate issued the requested orders.
On 26 March 2026, a Queensland Supreme Court justice found it inappropriate to answer any of the questions referred from the Brisbane Magistrates Court.
On 8 June 2026, PLC pleaded guilty to the takeover law breaches. The Brisbane Magistrates Court adjourned the charge against the PLC director to 16 September 2026.
