Corporations Act 2001

An Act to make provision in relation to corporations and financial products and services, and for other purposes

Chapter 1—Introductory

Part 1.1—Preliminary

1 Short title

This Act may be cited as the Corporations Act 2001.

2 Commencement

This Act commences on a day to be fixed by Proclamation.

3 Constitutional basis for this Act

(1) The operation of this Act in the referring States is based on:

(a) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution (other than paragraph 51(xxxvii)); and

(b) the legislative powers that the Commonwealth Parliament has in respect of matters to which this Act relates because those matters are referred to it by the Parliaments of the referring States under paragraph 51(xxxvii) of the Constitution.

Note: The State referrals fully supplement the Commonwealth Parliament’s other powers by referring the matters to the Commonwealth Parliament to the extent to which they are not otherwise included in the legislative powers of the Commonwealth Parliament.

(2) The operation of this Act in the Territories is based on:

(a) the legislative powers that the Commonwealth Parliament has under section 122 of the Constitution to make laws for the government of those Territories; and

(b) the legislative powers that the Commonwealth Parliament has under section 51 of the Constitution.

Despite section 2H of the Acts Interpretation Act 1901, this Act as applying in those Territories is a law of the Commonwealth.

(3) The operation of this Act outside Australia is based on:

(a) the legislative power the Commonwealth Parliament has under paragraph 51(xxix) of the Constitution; and

(b) the other legislative powers that the Commonwealth Parliament has under section 51 of the Constitution; and

(c) the legislative powers that the Commonwealth Parliament has under section 122 of the Constitution to make laws for the government of the external Territories.

(4) The operation of this Act in a State that is not a referring State is based on:

(a) the legislative powers that the Commonwealth Parliament has under section 51 (other than paragraph 51(xxxvii)) and section 122 of the Constitution; and

4 Referring States

Reference of matters by State Parliament to Commonwealth Parliament

(1) A State is a referring State if the Parliament of the State has referred the matters covered by subsections (4) and (5) to the Parliament of the Commonwealth for the purposes of paragraph 51(xxxvii) of the Constitution:

(a) if and to the extent that the matters are not otherwise included in the legislative powers of the Parliament of the Commonwealth (otherwise than by a reference under paragraph 51(xxxvii) of the Constitution); and

(b) if and to the extent to which the matters are included in the legislative powers of the Parliament of the State.

This subsection has effect subject to subsections (6) and (7).

(2) A State is a referring State even if the State reference Act includes a provision to the effect that nothing in the State reference Act is intended to enable the making of laws pursuant to the amendment reference with the sole or main underlying purpose or object of regulating industrial relations matters even if, but for that provision in the State reference Act, the law would be a law with respect to a matter referred to the Parliament of the Commonwealth by the amendment reference.

(3) A State is a referring State even if a law of the State provides that the reference to the Commonwealth Parliament of either or both of the matters covered by subsections (4) and (5) is to terminate in particular circumstances.

Reference covering initial Corporations Act and ASIC Act

(4) This subsection covers the matters to which the referred provisions relate to the extent of making laws with respect to those matters by including the referred provisions in the initial Corporations Act and the initial ASIC Act.

Reference covering amendments of this Act and ASIC Act

(5) This subsection covers the matters of the formation of corporations, corporate regulation and the regulation of financial products and services to the extent of the making of laws with respect to those matters by making express amendments of this Act or the ASIC Act.

Effect of termination of reference

(6) A State ceases to be a referring State if the State’s initial reference terminates.

(7) A State ceases to be a referring State if:

(a) the State’s amendment reference terminates; and

(b) subsection (8) does not apply to the termination.

(8) A State does not cease to be a referring State because of the termination of its amendment reference if:

(a) the termination is effected by the Governor of that State fixing a day by proclamation as the day on which the reference terminates; and

(b) the day fixed is no earlier than the first day after the end of the period of 6 months beginning on the day on which the proclamation is published; and

Definitions

(9) In this section:

amendment reference of a State means the reference by the Parliament of the State to the Parliament of the Commonwealth of the matters covered by subsection (5).

express amendment of this Act or the ASIC Act means the direct amendment of the text of this Act or the ASIC Act (whether by the insertion, omission, repeal, substitution or relocation of words or matter) by Commonwealth Acts, but does not include the enactment by a Commonwealth Act of a provision that has, or will have, substantive effect otherwise than as part of the text of this Act or the ASIC Act.

initial ASIC Act means the ASIC Act as originally enacted.

initial Corporations Act means this Act as originally enacted.

initial reference of a State means the reference by the Parliament of the State to the Parliament of the Commonwealth of the matters covered by subsection (4).

referred provisions means:

(a) the initial Corporations Act; and

(b) the initial ASIC Act;

to the extent to which they deal with matters that are included in the legislative powers of the Parliaments of the States.

State reference Act for a State is the law under which the initial reference and the amendment reference are given.

5 General territorial application of Act

Geographical coverage of “this jurisdiction”

(1) Section 9 defines this jurisdiction as the area that includes:

(a) each referring State (including its coastal sea); and

(b) each Territory (including its coastal sea, if any); and

(d) also, for the purposes of the application of a provision of Chapter 7 or an associated provision (see subsection (10))—any external Territory in which the provision applies because of subsection (9) (but only to the extent provided for in that subsection).

(2) Throughout this Act, this jurisdiction therefore consists of:

(a) either:

(i) the whole of Australia (if all the States are referring States); or

(ii) Australia (other than any State that is not a referring State) if one or more States are not referring States; and

(b) also, when used in or in relation to a provision of Chapter 7 or an associated provision (see subsection (10))—any external Territory in which the provision applies because of subsection (9) (but only to the extent provided for in that subsection).

Operation in this jurisdiction

(3) Each provision of this Act applies in this jurisdiction.

Operation outside this jurisdiction

(4) Subject to subsection (8), each provision of this Act also applies, according to its tenor, in relation to acts and omissions outside this jurisdiction.

Residence, place of formation etc.

(7) Each provision of this Act applies according to its tenor to:

(a) natural persons whether:

(i) resident in this jurisdiction or not; and

(ii) resident in Australia or not; and

(iii) Australian citizens or not; and

(b) all bodies corporate and unincorporated bodies whether:

(i) formed or carrying on business in this jurisdiction or not; and

(ii) formed or carrying on business in Australia or not.

Note: Paragraph (b)—many of the provisions in this Act apply only in relation to companies (that is, to companies that are registered under this Act).

Operation in non‑referring States

(8) This Act does not apply to an act or omission in a State that is not a referring State to the extent to which that application would be beyond the legislative powers of the Parliament (including powers it has under paragraphs 51(xxxvii) and (xxxix) of the Constitution).

Expanded application of provisions of Chapter 7 and associated provisions

(9) The regulations may provide that, in specified circumstances, a specified external Territory is included in this jurisdiction for the purposes of a specified provision of Chapter 7 (the applicable provision). If the regulations do so:

(a) the applicable provision applies in that external Territory in those circumstances; and

(b) the associated provisions (see subsection (10)) in relation to the applicable provision apply in that external Territory in relation to the applicable provision as so applying.

Meaning of associated provisions

(10) For the purposes of this section, the associated provisions in relation to a provision of Chapter 7 are:

(a) the provisions of Chapters 1, 9 (including the provisions of Division 2 of Part 9.4 that create offences and of Part 9.4B that allow for pecuniary penalty orders) and 10 as they apply or have effect in relation to, or for the purposes of, the provision; and

(b) any regulations or other instruments (including any that create offences or allow for pecuniary penalty orders) made under this Act for the purposes of any of the provisions covered by paragraph (a); and

(c) if regulations made for the purposes of subsection (9) have been made in relation to the provision—any other provisions of this Act, or any regulations or other instruments made under this Act (including any that create offences or allow for pecuniary penalty orders), specified in those regulations.

5A Application to the Crown

(1) To avoid doubt, a reference in this section to the Crown in a particular right includes a reference to an instrumentality or agency (whether a body corporate or not) of the Crown in that right.

(2) Chapter 5 (except Part 5.8) binds the Crown in right of the Commonwealth, of each of the States, of the Australian Capital Territory and of the Northern Territory.

(3) Chapters 6, 6A, 6B, 6C and 6D:

(a) bind the Crown in right of the Commonwealth; and

(b) do not bind the Crown in right of any State, of the Australian Capital Territory or of the Northern Territory.

(4) A provision of Chapter 5D, 6CA or 7 only binds the Crown in a particular capacity in circumstances (if any) specified in the regulations.

(5) Nothing in this Act makes the Crown in any right liable to a pecuniary penalty or to be prosecuted for an offence.

5B ASIC has general administration of this Act

Subject to the ASIC Act, ASIC has the general administration of this Act.

Part 1.1A—Interaction between Corporations legislation and State and Territory laws

5D Coverage of Part

(1) This Part applies only to laws of a State or Territory that is in this jurisdiction.

(2) This Part applies only to the following Corporations legislation:

(a) this Act (including the regulations made under this Act); and

(b) Part 3 of the ASIC Act; and

Note: This Part does not apply in relation to the trustee company provisions: see section 601RAE.

(3) This Part does not apply to Part 3 of the ASIC Act, or regulations made under that Act for the purposes of Part 3 of that Act, to the extent to which they operate in relation to a contravention of Division 2 of Part 2 of that Act.

5E Concurrent operation intended

(1) The Corporations legislation is not intended to exclude or limit the concurrent operation of any law of a State or Territory.

(2) Without limiting subsection (1), the Corporations legislation is not intended to exclude or limit the concurrent operation of a law of a State or Territory that:

(a) imposes additional obligations or liabilities (whether criminal or civil) on:

(i) a director or other officer of a company or other corporation; or

(ii) a company or other body; or

(b) confers additional powers on:

(i) a director or other officer of a company or other corporation; or

(ii) a company or other body; or

(d) imposes additional limits on the interests a person may hold or acquire in a company or other body; or

(e) prevents a person from:

(i) being a director of; or

(ii) being involved in the management or control of;

a company or other body; or

(f) requires a company:

(i) to have a constitution; or

(ii) to have particular rules in its constitution.

Note: Paragraph (a)—this includes imposing additional reporting obligations on a company or other body.

(3) Without limiting subsection (2), a reference in that subsection to a law of a State or Territory imposing obligations or liabilities, or conferring powers, includes a reference to a law of a State or Territory imposing obligations or liabilities, or conferring powers, by reference to the State or Territory in which a company is taken to be registered.

(4) This section does not apply to the law of the State or Territory if there is a direct inconsistency between the Corporations legislation and that law.

Note: Section 5G prevents direct inconsistencies arising in some cases by limiting the operation of the Corporations legislation.

(5) If:

(a) an act or omission of a person is both an offence against the Corporations legislation and an offence under the law of a State or Territory; and

(b) the person is convicted of either of those offences;

the person is not liable to be convicted of the other of those offences.

5F Corporations legislation does not apply to matters declared by State or Territory law to be an excluded matter

(1) Subsection (2) applies if a provision of a law of a State or Territory declares a matter to be an excluded matter for the purposes of this section in relation to:

(a) the whole of the Corporations legislation; or

(b) a specified provision of the Corporations legislation; or

(d) the Corporations legislation otherwise than to a specified extent.

(2) By force of this subsection:

(a) none of the provisions of the Corporations legislation (other than this section) applies in the State or Territory in relation to the matter if the declaration is one to which paragraph (1)(a) applies; and

(b) the specified provision of the Corporations legislation does not apply in the State or Territory in relation to the matter if the declaration is one to which paragraph (1)(b) applies; and

(c) the provisions of the Corporations legislation (other than this section and the specified provisions) do not apply in the State or Territory in relation to the matter if the declaration is one to which paragraph (1)(c) applies; and

(d) the provisions of the Corporations legislation (other than this section and otherwise than to the specified extent) do not apply in the State or Territory in relation to the matter if the declaration is one to which paragraph (1)(d) applies.

(3) Subsection (2) does not apply to the declaration to the extent to which the regulations provide that that subsection does not apply to that declaration.

(4) By force of this subsection, if:

(a) the Corporations Law, ASC Law or ASIC Law of a State or Territory; or

(b) a provision of that Law;

did not apply to a matter immediately before this Act commenced because a provision of a law of the State or Territory provided that that Law, or that provision, did not apply to the matter, the Corporations legislation, or the provision of the Corporations legislation that corresponds to that provision of that Law, does not apply in the State or Territory to the matter until that law of the State or Territory is omitted or repealed.

(5) Subsection (4) does not apply to the application of the provisions of the Corporations legislation to the matter to the extent to which the regulations provide that that subsection does not apply to the matter.

(6) In this section:

matter includes act, omission, body, person or thing.

5G Avoiding direct inconsistency arising between the Corporations legislation and State and Territory laws

Section overrides other provisions of the Corporations legislation

(1) This section has effect despite anything else in the Corporations legislation.

Section does not deal with provisions capable of concurrent operation

(2) This section does not apply to a provision of a law of a State or Territory that is capable of concurrent operation with the Corporations legislation.

Note: This kind of provision is dealt with by section 5E.

When this section applies to a provision of a State or Territory law

(3) This section applies to the interaction between:

(a) a provision of a law of a State or Territory (the State provision); and

(b) a provision of the Corporations legislation (the Commonwealth provision);

only if the State provision meets the conditions set out in the following table:

Conditions to be met before section applies			[operative]
Item	Kind of provision	Conditions to be met
1	a pre‑commencement (commenced) provision	(a) the State provision operated, immediately before this Act commenced, despite the provision of: (i) the Corporations Law of the State or Territory (as in force at that time); or (ii) the ASC or ASIC Law of the State or Territory (as in force at that time); that corresponds to the Commonwealth provision; and (b) the State provision is not declared to be one that this section does not apply to (either generally or specifically in relation to the Commonwealth provision) by: (i) regulations made under this Act; or (ii) a law of the State or Territory.
2	a pre‑commencement (enacted) provision	(a) the State provision would have operated, immediately before this Act commenced, despite the provision of: (i) the Corporations Law of the State or Territory (as in force at that time); or (ii) the ASC or ASIC Law of the State or Territory (as in force at that time); that corresponds to the Commonwealth provision if the State provision had commenced before the commencement of this Act; and (b) the State provision is not declared to be one that this section does not apply to (either generally or specifically in relation to the Commonwealth provision) by: (i) regulations made under this Act; or (ii) a law of the State or Territory.
3	a post‑commencement provision	the State provision is declared by a law of the State or Territory to be a Corporations legislation displacement provision for the purposes of this section (either generally or specifically in relation to the Commonwealth provision)
4	a provision that is materially amended on or after this Act commenced if the amendment was enacted before this Act commenced	(a) the State provision as amended would have operated, immediately before this Act commenced, despite the provision of: (i) the Corporations Law of the State or Territory (as in force at that time); or (ii) the ASC or ASIC Law of the State or Territory (as in force at that time); that corresponds to the Commonwealth provision if the amendment had commenced before the commencement of this Act; and (b) the State provision is not declared to be one that this section does not apply to (either generally or specifically in relation to the Commonwealth provision) by: (i) regulations made under this Act; or (ii) a law of the State or Territory.
5	a provision that is materially amended on or after this Act commenced if the amendment is enacted on or after this Act commenced	the State provision as amended is declared by a law of the State or Territory to be a Corporations legislation displacement provision for the purposes of this section (either generally or specifically in relation to the Commonwealth provision)

Note 1: Item 1—subsection (12) tells you when a provision is a pre‑commencement (commenced) provision.

Note 2: Item 1 paragraph (a)—For example, a State or Territory provision enacted after the commencement of the Corporations Law might not have operated despite the Corporations Law if it was not expressly provided that the provision was to operate despite a specified provision, or despite any provision, of the Corporations Law (see, for example, section 5 of the Corporations (New South Wales) Act 1990).

Note 3: Item 2—subsection (13) tells you when a provision is a pre‑commencement (enacted) provision.

Note 4: Item 3—subsection (14) tells you when a provision is a post‑commencement provision.

Note 5: Subsections (15) to (17) tell you when a provision is materially amended after commencement.

State and Territory laws specifically authorising or requiring act or thing to be done

(4) A provision of the Corporations legislation does not:

(a) prohibit the doing of an act; or

(b) impose a liability (whether civil or criminal) for doing an act;

if a provision of a law of a State or Territory specifically authorises or requires the doing of that act.

Instructions given to directors under State and Territory laws

(5) If a provision of a law of a State or Territory specifically:

(a) authorises a person to give instructions to the directors or other officers of a company or body; or

(b) requires the directors of a company or body to:

(i) comply with instructions given by a person; or

(ii) have regard to matters communicated to the company or body by a person; or

a provision of the Corporations legislation does not:

(d) prevent the person from giving an instruction to the directors or exercising control or direction over the company or body; or

(e) without limiting subsection (4):

(i) prohibit a director from complying with the instruction or direction; or

(ii) impose a liability (whether civil or criminal) on a director for complying with the instruction or direction.

The person is not taken to be a director of a company or body for the purposes of the Corporations legislation merely because the directors of the company or body are accustomed to act in accordance with the person’s instructions.

Use of names authorised by State and Territory laws

(6) The provisions of Part 2B.6 and Part 5B.3 of this Act do not:

(a) prohibit a company or other body from using a name if the use of the name is expressly provided for, or authorised by, a provision of a law of a State or Territory; or

(b) require a company or other body to use a word as part of its name if the company or body is expressly authorised not to use that word by a provision of a law of a State or Territory.

Meetings held in accordance with requirements of State and Territory laws

(7) The provisions of Chapter 2G of this Act do not apply to the calling or conduct of a meeting of a company to the extent to which the meeting is called or conducted in accordance with a provision of a law of a State or Territory. Any resolutions passed at the meeting are as valid as if the meeting had been called and conducted in accordance with this Act.

External administration under State and Territory laws

(8) The provisions of Chapter 5 of this Act do not apply to a scheme of arrangement, receivership, winding up or other external administration of a company to the extent to which the scheme, receivership, winding up or administration is carried out in accordance with a provision of a law of a State or Territory.

State and Territory laws dealing with company constitutions

(9) If a provision of a law of a State or Territory provides that a provision is included, or taken to be included, in a company’s constitution, the provision is included in the company’s constitution even though the procedures and other requirements of this Act are not complied with in relation to the provision.

(10) If a provision of a law of a State or Territory provides that additional requirements must be met for an alteration of a company’s constitution to take effect, the alteration does not take effect unless those requirements are met.

Other cases

(11) A provision of the Corporations legislation does not operate in a State or Territory to the extent necessary to ensure that no inconsistency arises between:

(a) the provision of the Corporations legislation; and

(b) a provision of a law of the State or Territory that would, but for this subsection, be inconsistent with the provision of the Corporations legislation.

Note 1: A provision of the State or Territory law is not covered by this subsection if one of the earlier subsections in this section applies to the provision: if one of those subsections applies there would be no potential inconsistency to be dealt with by this subsection.

Note 2: The operation of the provision of the State or Territory law will be supported by section 5E to the extent to which it can operate concurrently with the provision of the Corporations legislation.

Pre‑commencement (commenced) provision

(12) A provision of a law of a State or Territory is a pre‑commencement (commenced) provision if it:

(a) is enacted, and comes into force, before the commencement of this Act; and

(b) is not a provision that has been materially amended after commencement (see subsections (15) to (17)).

Pre‑commencement (enacted) provision

(13) A provision of a law of a State or Territory is a pre‑commencement (enacted) provision if it:

(a) is enacted before, but comes into force on or after, the commencement of this Act; and

(b) is not a provision that has been materially amended after commencement (see subsections (15) to (17)).

Post‑commencement provision

(14) A provision of a law of a State or Territory is a post‑commencement provision if it:

(a) is enacted, and comes into force, on or after the commencement of this Act; and

(b) is not a provision that has been materially amended after commencement (see subsections (15) to (17)).

Provision materially amended after commencement

(15) A provision of a law of a State or Territory is materially amended after commencement if:

(a) an amendment of the provision commences on or after the commencement of this Act; and

(b) neither subsection (16) nor subsection (17) applies to the amendment.

(16) A provision of a law of a State or Territory is not materially amended after commencement under subsection (15) if the amendment merely:

(a) changes:

(i) a reference to the Corporations Law or the ASC or ASIC Law, or the Corporations Law or the ASC or ASIC Law of a State or Territory, to a reference to the Corporations Act or the ASIC Act; or

(ii) a reference to a provision of the Corporations Law or the ASC or ASIC Law, or the Corporations Law or ASC or ASIC Law of a State or Territory, to a reference to a provision of the Corporations Act or the ASIC Act; or

(iii) a penalty for a contravention of a provision of a law of a State or Territory; or

(iv) a reference to a particular person or body to a reference to another person or body; or

(b) adds a condition that must be met before a right is conferred, an obligation imposed or a power conferred; or

(d) amends the provision in way declared by the regulations to not constitute a material amendment for the purposes of this subsection.

(17) A provision of a law of a State or Territory is not materially amended after commencement under subsection (15) if:

(a) the provision as amended would be inconsistent with a provision of the Corporations legislation but for this section; and

(b) the amendment would not materially reduce the range of persons, acts and circumstances to which the provision of the Corporations legislation applies if this section applied to the provision of the State or Territory law as amended.

5H Registration of body as company on basis of State or Territory law

(1) A body is taken to be registered under this Act as a company of a particular type under section 118 if a law of a State or Territory in this jurisdiction:

(a) provides that the body is a deemed registration company for the purposes of this section; and

(b) specifies:

(i) the day on which the body is to be taken to be registered (the registration day) or the manner in which that day is to be fixed; and

(ii) the type of company the body is to be registered as under this Act;

(iii) the company’s proposed name (unless the ACN is to be used in its name);

and subsections (2) and (3) are satisfied.

(2) A notice setting out the following details must be lodged before the registration day:

(a) the name and address of each person who is to be a member on registration;

(b) the present given and family name, all former given and family names and the date and place of birth of each person who is to be a director on registration;

(c) the present given and family name, all former given and family names and the date and place of birth of each person who consents in writing to become a company secretary;

(d) the address of each person who is to be a director or company secretary on registration;

(e) the address of the company’s proposed registered office;

(f) for a public company—the proposed opening hours of its registered office (if they are not the standard opening hours);

(g) the address of the company’s proposed principal place of business (if it is not the address of the proposed registered office);

(h) for a company limited by shares or an unlimited company—the following:

(i) the number and class of shares each member agrees in writing to take up;

(ii) the amount (if any) each member agrees in writing to pay for each share;

(iii) if that amount is not to be paid in full on registration—the amount (if any) each member agrees in writing to be unpaid on each share;

(i) for a public company that is limited by shares or is an unlimited company, if shares will be issued for non‑cash consideration—the prescribed particulars about the issue of the shares, unless the shares will be issued under a written contract and a copy of the contract is lodged with the application;

(j) for a company limited by guarantee—the proposed amount of the guarantee that each member agrees to in writing.

(3) If the company:

(a) is to be a public company; and

(b) is to have a constitution on registration;

a copy of the constitution must be lodged before the registration day.

(4) On the registration day, the body is taken:

(a) to be registered as a company under this Act; and

(b) to be registered in the State or Territory referred to in subsection (1).

(5) The regulations may modify the operation of this Act to facilitate the registration of the company.

(6) Without limiting subsection (5), the regulations may make provision in relation to:

(a) the share capital of the company on registration; and

(b) the issue of a certificate of registration on the basis of the company’s registration.

5I Regulations may modify operation of the Corporations legislation to deal with interaction between that legislation and State and Territory laws

(1) The regulations may modify the operation of the Corporations legislation so that:

(a) provisions of the Corporations legislation do not apply to a matter that is dealt with by a law of a State or Territory specified in the regulations; or

(b) no inconsistency arises between the operation of a provision of the Corporations legislation and the operation of a provision of a State or Territory law specified in the regulations.

(2) Without limiting subsection (1), regulations made for the purposes of that subsection may provide that the provision of the Corporations legislation:

(a) does not apply to:

(i) a person specified in the regulations; or

(ii) a body specified in the regulations; or

(iii) circumstances specified in the regulations; or

(iv) a person or body specified in the regulations in the circumstances specified in the regulations; or

(b) does not prohibit an act to the extent to which the prohibition would otherwise give rise to an inconsistency with the State or Territory law; or

(c) does not require a person to do an act to the extent to which the requirement would otherwise give rise to an inconsistency with the State or Territory law; or

(d) does not authorise a person to do an act to the extent to which the conferral of that authority on the person would otherwise give rise to an inconsistency with the State or Territory law; or

(e) does not impose an obligation on a person to the extent to which complying with that obligation would require the person to not comply with an obligation imposed on the person under the State or Territory law; or

(f) authorises a person to do something for the purposes of the Corporations legislation that the person:

(i) is authorised to do under the State or Territory law; and

(ii) would not otherwise be authorised to do under the Corporations legislation; or

(g) will be taken to be satisfied if the State or Territory law is satisfied.

(3) In this section:

matter includes act, omission, body, person or thing.

Part 1.2—Interpretation

Division 1—General

5J Simplified outline of this Part

This Part sets out the main interpretative provisions for this Act. Particular provisions of this Act may have different or additional interpretative provisions. Terms may be defined only for a particular purpose or have a different definition for different purposes.

The Dictionary in section 9 includes a definition for each term that is defined in this Act, except:

(a) terms that are defined for the purposes of a single section or part of a single section; and

(b) terms that are defined for the purposes of Chapter 10 (transitional provisions), Schedule 2 (the Insolvency Practice Schedule) or Schedule 4 (transfer of financial institutions and friendly societies).

To the extent that a term used in a provision is not defined in this Act, it has its ordinary meaning.

6 Effect of this Part

(1) The provisions of this Part have effect for the purposes of this Act, except so far as the contrary intention appears in this Act.

(2) This Part applies for the purposes of:

(a) Part 5.7; and

(b) Chapter 5 as applying by virtue of Part 5.7; and

as if a reference in this Part to a person or to a body corporate included a reference to a Part 5.7 body.

(4) Where, because of Part 11.2, provisions of this Act, as in force at a particular time, continue to apply:

(a) in relation to someone or something; or

(b) for particular purposes;

then, for the purposes of those provisions as so applying:

(d) this Part as in force at a later time does not have effect.

7 Identifying defined terms

(1) The Dictionary in section 9 includes a definition for each term that is defined in this Act, except:

(a) a term that is defined for the purposes of a single section or part of a single section; and

(b) a term that is defined for the purposes of Chapter 10 (transitional provisions) or Schedule 4 (transfer of financial institutions and friendly societies); and

In some cases, the definition is a signpost to another provision or Act which defines the term.

Note 1: An example for paragraph (a) is a definition that is expressed as being for the purposes of a section or subsection.

Note 2: Schedule 2 also has its own Dictionary: see section 5‑5 of Schedule 2. Subject to Schedule 2, the Dictionary in section 9 also has effect for the purposes of Schedule 2.

Note 3: This Part, including the Dictionary in section 9, also has effect for the purposes of the ASIC Act: see subsection 5(2) of that Act.

(2) Within a definition, the defined term is identified by bold italics.

Note: This Act also uses bold italics to “tag” a concept with a label for use as a narrative device.

(3) To the extent that a term used in a provision is not defined in this Act, it has its ordinary meaning.

Example 1: The definition of complaint in section 9 defines the term only in Part 7.8A. The term has it its ordinary meaning in all other Parts of this Act.

Example 2: The definition of participant in section 9 defines the term only in relation to a clearing and settlement facility and in relation to a financial market. The term has it its ordinary meaning when used in relation to all other persons and things.

9 Dictionary

In this Act:

2‑part simple corporate bonds prospectus has the meaning given by section 713B.

AASB means the Australian Accounting Standards Board.

able to be traded on a market:

(a) includes (but is not limited to) admitted to quotation on the market; and

(b) for the purposes of Division 3 (insider trading prohibitions) of Part 7.10—has a meaning affected by section 1042E.

ABN (short for “Australian Business Number”) has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.

Aboriginal and Torres Strait Islander corporation means a corporation registered under the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

ACCC means the Australian Competition and Consumer Commission.

accounting standard means:

(a) an instrument in force under section 334; or

(b) a provision of such an instrument as it so has effect.

accumulation recovery day means 8 September 2022.

ACN (short for “Australian Company Number”) is the number given by ASIC to a company on registration (see sections 118 and 601BD).

acquire, in relation to a financial product, has the meaning given by section 761E.

act includes thing.

Note: See also doing an act or thing.

add‑on insurance product has the same meaning as in section 12DO of the Australian Securities and Investments Commission Act 2001.

adequate, in relation to compensation arrangements or proposed compensation arrangements, has the meaning given by section 885B.

administration, in relation to a company, has the meaning given by section 435C.

administrator:

(a) in relation to a body corporate but not in relation to a deed of company arrangement:

(i) means an administrator of the body or entity appointed under Part 5.3A; and

(iii) if 2 or more persons are appointed under that Part as administrators of the body or entity—has a meaning affected by paragraph 451A(2)(b); or

(b) in relation to a deed of company arrangement:

(i) means an administrator of the deed appointed under Part 5.3A; and

(ii) if 2 or more persons are appointed under that Part as administrators of the deed—has a meaning affected by paragraph 451B(2)(b).

admit to quotation: financial products are admitted to quotation on a market if the market operator has given unconditional permission for quotation of the financial products on the market.

AFCA (short for the Australian Financial Complaints Authority) has the meaning given by section 761A.

AFCA regulated superannuation scheme has the meaning given by section 761A.

AFCA’s accumulated unpaid fees has the meaning given by subsection 1058B(4).

AFCA scheme has the meaning given by section 761A.

AFCA staff member has the meaning given by section 761A.

AFCA’s unpaid fees, for a month, has the meaning given by subsection 1058B(2).

affairs:

(a) in relation to a body corporate (other than a CCIV)—has, in the provisions referred to in section 53, a meaning affected by that section; and

(b) in relation to a body corporate that is a CCIV—has, in the provisions referred to in section 53AAA, a meaning affected by that section.

agency means an agency, authority, body or person.

AGM means an annual general meeting of a company that section 250N requires to be held.

agreement, in Chapter 6 or 7, means a relevant agreement.

amount includes a nil amount and zero.

anniversary day for an ongoing fee arrangement has the meaning given by subsection 962G(3).

annual transparency report means a report required by section 332A.

annual turnover, of a body corporate during a 12‑month period, means the sum of the values of all the supplies that the body corporate, and any body corporate related to the body corporate, have made, or are likely to make, during the 12‑month period, other than:

(a) supplies made from any of those bodies corporate to any other of those bodies corporate; or

(b) supplies that are input taxed; or

(c) supplies that are not for consideration (and are not taxable supplies under section 72‑5 of the A New Tax System (Goods and Services Tax) Act 1999); or

(d) supplies that are not made in connection with an enterprise that the body corporate carries on; or

(e) supplies that are not connected with Australia.

Expressions used in this definition that are also used in the A New Tax System (Goods and Services Tax) Act 1999 have the same meaning as in that Act.

annuity policy has the meaning given by section 761A.

APFRN: see Australian Passport Fund Registration Number.

application facility, in relation to a CSF offer, has the meaning given by subsection 738ZA(3).

apportionable claim, in Division 2A (proportionate liability for misleading and deceptive conduct) of Part 7.10, has the meaning given by subsection 1041L(1).

appropriate, in relation to a target market determination, has the meaning given by subsection 994B(8A).

appropriate officer, in Part 5.8 (offences), has the meaning given by subsection 589(5).

approved code of conduct means a code of conduct approved by ASIC by legislative instrument under section 1101A, and includes a replacement code of conduct approved under that section.

approved deposit fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

approved stock exchange has the same meaning as in the Income Tax Assessment Act 1997.

APRA means the Australian Prudential Regulation Authority.

ARBN (short for “Australian Registered Body Number”) is the number given by ASIC to a registrable body on registration under Part 5B.2.

ARFN (short for Australian Registered Fund Number) is the number given by ASIC to a sub‑fund of a CCIV on registration of the sub‑fund (see subsection 1222S(3)).

arrangement:

(a) in Part 5.1 (arrangements and reconstructions)—arrangement includes a reorganisation of the share capital of a body corporate by the consolidation of shares of different classes, by the division of shares into shares of different classes, or by both of those methods; and

(b) for the purposes of Chapter 7 (financial services and markets)—arrangement has the meaning given by subsection 761B(1).

Note: In Part 7.1, see also subsection 761B(2).

ARSN (short for “Australian Registered Scheme Number”) is the number given by ASIC to a registered scheme on registration (see section 601EB).

ASIC means the Australian Securities and Investments Commission.

ASIC Act means the Australian Securities and Investments Commission Act 2001 and includes the regulations made under that Act.

ASIC database means so much of the national companies database kept by ASIC as consists of:

(a) some or all of a register kept by ASIC under this Act; or

(b) information set out in a document lodged under this Act;

but does not include ASIC’s document imaging system.

ASIC delegate has the same meaning as in the ASIC Act.

asset has the meaning given by section 9AB.

asset‑based fee has the meaning given by section 964F.

associate has the meaning given by sections 10 to 17.

associated entity has the meaning given by section 50AAA.

AUASB means the Auditing and Assurance Standards Board.

audit means an audit conducted for the purposes of this Act and includes a review of a financial report for a financial year or a half‑year conducted for the purposes of this Act.

audit activity: see the definition of engage in audit activity.

audit company means a company that consents to be appointed, or is appointed, as auditor of a company, registered scheme or registrable superannuation entity.

audit‑critical employee, in relation to a company, or the responsible entity for a registered scheme, or a registrable superannuation entity, that is the audited body for an audit, means a person who:

(a) is an employee of the company, of the responsible entity for the registered scheme or of the RSE licensee for the registrable superannuation entity; and

(b) is able, because of the position in which the person is employed, to exercise significant influence over:

(i) a material aspect of the contents of the financial report being audited; or

(ii) the conduct or efficacy of the audit.

audited body, in relation to an audit of a company, registered scheme or registrable superannuation entity, means the company, registered scheme or registrable superannuation entity in relation to which the audit is, or is to be, conducted.

audit firm means a firm that consents to be appointed, or is appointed, as auditor of a company, registered scheme or registrable superannuation entity.

auditing standard means:

(a) a standard in force under section 336; or

(b) a provision of such a standard as it so has effect.

auditor for the purposes of the RSE licensee law means an auditor appointed in fulfilment of a requirement imposed by a provision of the RSE licensee law.

auditor independence requirements of this Act means the requirements of Divisions 3, 4 and 5 of Part 2M.4.

auditor’s report means:

(a) an auditor’s report on an annual financial report required by section 308; or

(b) an auditor’s report on a half‑year financial report required by section 309.

Australia means the Commonwealth of Australia and, when used in a geographical sense, includes each Territory.

Note: The Australian Capital Territory, the Jervis Bay Territory, the Northern Territory, Norfolk Island and the Territories of Christmas Island and of Cocos (Keeling) Islands are covered by the definition of Territory in this section.

Australian ADI means:

(a) an ADI (authorised deposit‑taking institution) within the meaning of the Banking Act 1959; and

(b) a person who carries on State banking within the meaning of paragraph 51(xiii) of the Constitution.

Australian business law means a law of the Commonwealth, or of a State or Territory, that is a law that regulates, or relates to the regulation of, business or persons engaged in business.

Australian carbon credit unit has the same meaning as in the Carbon Credits (Carbon Farming Initiative) Act 2011.

Australian court means a federal court or a court of a State or Territory.

Australian CS facility licence means a licence under section 824B that authorises a person to operate a clearing and settlement facility.

Australian derivative trade repository licence means a licence under section 905C that authorises a body corporate to operate a derivative trade repository.

Australian financial services licence means a licence under section 913B that authorises a person who carries on a financial services business to provide financial services.

Australian law means a law of the Commonwealth or of a State or Territory.

Australian market licence means a licence under section 795B that authorises a person to operate a financial market.

Australian member: a person is an Australian member of a notified foreign passport fund if:

(a) the person holds an interest in the fund that was acquired in this jurisdiction; or

(b) the person is ordinarily resident in this jurisdiction and holds an interest in the fund.

Australian passport fund means:

(a) a registered scheme that is registered as a passport fund under Part 8A.3; or

(b) a sub‑fund of a retail CCIV that is registered as a passport fund under Part 8A.3.

Australian Passport Fund Registration Number means the number assigned to an Australian passport fund under paragraph 1212A(2)(a).

authorised audit company means a company registered under Part 9.2A.

authorised clearing and settlement facility has the meaning given by section 761A.

authorised representative of a financial services licensee means a person authorised in accordance with section 916A or 916B to provide a financial service or financial services on behalf of the licensee.

bank or banker includes, but is not limited to, a body corporate that is an ADI (authorised deposit‑taking institution) for the purposes of the Banking Act 1959.

banking corporation means a body corporate that carries on, as its sole or principal business, the business of banking (other than State banking not extending beyond the limits of the State concerned).

banning order means an order made under subsection 920A(1).

base prospectus has the meaning given by subsection 713C(1).

base salary has the meaning specified in regulations made for the purposes of this definition.

basic banking product has the meaning given by section 961F.

basic deposit product means a deposit product that is a facility in relation to which the following conditions are satisfied:

(a) the terms applicable to the facility (the governing terms) do not permit the amount from time to time standing to the credit of the facility to be reduced otherwise than in consequence of one or more of the following:

(i) a withdrawal, transfer or debit on the instruction of, or by authority of, the depositor, not being on account of entry fees, exit fees or charges for the management of the funds (but this does not exclude charges for the maintenance of the facility itself);

(ii) a payment of charges or duties on deposits into, or withdrawals from, the facility that are payable under a law of the Commonwealth or of a State or Territory;

(iii) a payment that a law of the Commonwealth, or of a State or Territory, requires to be made out of the facility;

(iv) a payment that an order of a court requires to be made out of the facility;

(v) the exercise of a right to combine accounts;

(vi) the correction of an error;

(vii) any other circumstances specified in regulations made for the purposes of this subparagraph; and

(b) any return to be generated for the depositor on the amount from time to time standing to the credit of the facility is an amount that is set out in, or that is calculated by reference to a rate or rates that are set out in, the governing terms; and

(i) there is no minimum period before which funds cannot be withdrawn or transferred from the facility without a reduction in the return generated for the depositor; or

(ii) if there is such a period, it expires on or before the end of the period of 5 years starting on the day on which funds were first deposited in the facility; and

(d) unless subparagraph (c)(ii) applies and the period referred to in that subparagraph expires on or before the end of the period of 2 years starting on the day on which funds were first deposited in the facility—funds are able to be withdrawn or transferred from the facility on the instruction of, or by authority of, the depositor:

(i) without any prior notice to the ADI that makes the facility available; or

(ii) if the ADI that makes the facility available is included in a class of ADIs specified in regulations made for the purposes of this subparagraph—subject to a prior notice requirement that does not exceed the period specified in those regulations in relation to that class of ADIs;

whether or not the withdrawal or transfer will attract a reduction in the return generated for the depositor as mentioned in subparagraph (c)(i); and

(e) any other conditions specified in regulations made for the purposes of this paragraph.

begin, in relation to a winding up, has the meaning given by Division 1A of Part 5.6.

benchmark administrator licence means a licence granted under section 908BC.

benchmark administrator licensee means a person who holds a benchmark administrator licence.

benefit:

(a) means any benefit, whether by way of payment of cash or otherwise; and

(b) when used in Division 2 of Part 2D.2 (sections 200 to 200J)—has the meaning given by section 200AB.

benefit derived and detriment avoided:

(a) because of an offence—has the meaning given by section 1311D; and

(b) because of a contravention of a civil penalty provision—has the meaning given by section 1317GAD.

benefit ratio has the meaning given by subsection 963B(3A).

benefit ratio requirements has the meaning given by subsection 963BA(1).

bid class of securities for a takeover bid is the class of securities to which the securities being bid for belong.

bidder for a takeover bid means the person who makes or proposes to make, or each of the people who make or propose to make, the offers under the bid (whether personally or by an agent or nominee).

Note: A person who announces a bid on behalf of another person is not making the bid, the other person is making the bid.

bidder’s statement means a bidder’s statement under sections 636 and 637 as supplemented.

bid period:

(a) for an off‑market bid—starts when the bidder’s statement is given to the target and ends:

(i) 1 month later if no offers are made under the bid; or

(ii) at the end of the offer period; and

(b) for a market bid—starts when the bid is announced to the relevant financial market and ends at the end of the offer period.

binder has the meaning given by section 761A.

Board, when used in Part 9.2, means the Companies Auditors Disciplinary Board.

board limit means a limit described in section 201N.

board limit resolution means a resolution described in paragraph 201P(1)(a).

body means a body corporate or an unincorporated body and includes, for example, a society or association.

body corporate:

(a) includes a body corporate that is being wound up or has been dissolved; and

(b) in this Chapter (except section 66A) and section 206E includes an unincorporated registrable body; and

body corporate licensee has the meaning given by section 910A.

body regulated by APRA has the meaning given by subsection 3(2) of the Australian Prudential Regulation Authority Act 1998.

books includes:

(a) a register; and

(b) any other record of information; and

(d) a document;

but does not include an index or recording made under Subdivision D of Division 5 of Part 6.5.

borrow includes obtain credit and:

(a) in relation to a debenture—borrower means the body that is or will be liable to repay money under the debenture; and

(b) in Part 7.7A (best interests obligations and remuneration)—borrowed has the meaning given by section 964G.

business affairs, in relation to an entity, has a meaning affected by sections 53AA, 53AB, 53AC and 53AD.

business day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place concerned.

Business Names Register means the Register established and maintained under section 22 of the Business Names Registration Act 2011.

buy‑back by a company means the acquisition by the company of shares in itself.

buy‑back agreement by a company means an agreement by the company to buy back its own shares (whether the agreement is conditional or not).

cancellation time, in relation to a registration prohibition order, has the meaning given by subparagraph 921L(1)(c)(i).

capital reserve establishment contribution has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy (Collection) Act 2023.

carry on, in relation to a business, has a meaning affected by Division 3.

Cash Settlement Fact Sheet means a Cash Settlement Fact Sheet required by section 948C to be given in accordance with Division 3A of Part 7.7.

CCIV: see corporate collective investment vehicle.

certificate of transfer has the meaning given by subsection 601WBG(1).

certified means:

(a) in relation to a copy of, or extract from, a document—certified by a statement in writing to be a true copy of, or extract from, the document; or

(b) in relation to a translation of a document—certified by a statement in writing to be a correct translation of the document into English.

CGS depository interest has the meaning given by section 761A.

CGS depository interest information website has the meaning given by subsection 1020AH(1).

Chapter 5 body corporate means a body corporate:

(a) that is being wound up; or

(aa) that is a CCIV of which one or more sub‑funds is being wound up; or

(b) in respect of property of which a receiver, or a receiver and manager, has been appointed (whether or not by a court) and is acting; or

(d) that has executed a deed of company arrangement that has not yet terminated; or

(da) that is under restructuring; or

(db) that has made a restructuring plan that has not yet terminated; or

(e) that has entered into a compromise or arrangement with another person the administration of which has not been concluded.

charge means a charge created in any way and includes a mortgage and an agreement to give or execute a charge or mortgage, whether on demand or otherwise.

chief executive function has the meaning given by section 295A.

chief financial officer function has the meaning given by section 295A.

child: without limiting who is a child of a person for the purposes of this Act, someone is the child of a person if he or she is a child of the person within the meaning of the Family Law Act 1975.

choice product has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

circulating security interest means a security interest that is:

(a) a PPSA security interest, if:

(i) the security interest has attached to a circulating asset within the meaning of the Personal Property Securities Act 2009; and

(ii) the grantor (within the meaning of that Act) has title to the asset; or

(b) a floating charge.

Note: Security interests are either PPSA security interests, or charges, liens or pledges: see security interest.

civil matter means a matter other than a criminal matter.

civil penalty order means any of the following:

(a) a declaration of contravention under section 1317E;

(b) a pecuniary penalty order under section 1317G;

(baa) a relinquishment order under section 1317GAB;

(ba) a refund order under section 1317GA or 1317GB;

(d) an order under section 206C disqualifying a person from managing corporations.

civil penalty provision has the meaning given in subsection 1317E(3).

claimant intermediary has the meaning given by section 761CAA.

claims handling and settling service has the meaning given by section 766G.

class has:

(a) in relation to shares in a CCIV—a meaning affected by sections 57 and 1230A; and

(b) in relation to shares (other than shares in a CCIV) or interests in a managed investment scheme—a meaning affected by section 57; and

(c) when used in relation to securities for the purposes of Chapter 6, 6A or 6C—a meaning affected by subsection 605(2); and

(d) in relation to financial products or financial services—has a meaning affected by regulations made for the purposes of section 761CA.

class of product advice has the meaning given by section 910A.

clawback requirements has the meaning given by subsection 963BA(3).

clearing and settlement arrangements for transactions effected through a financial market has the meaning given by section 790A.

clearing and settlement facility:

(a) has the meaning given by section 768A; and

(b) in relation to an Australian CS facility licence—has a meaning affected by section 824E.

clearing requirements, in relation to derivative transactions, has the meaning given by subsection 901A(7).

client:

(a) for an issue situation—has the meaning given by paragraph 1012B(2)(c); and

(b) for a recommendation situation—has the meaning given by paragraph 1012A(2)(c); and

(d) of a trustee company—has the meaning given by subsection 601RAB(3); and

Note: See also retail client and wholesale client.

client money reporting rules has the meaning given by section 981J.

closed, in relation to a CSF offer, has the meaning given by subsection 738N(3).

closely related party of a member of the key management personnel for an entity means:

(a) a spouse or child of the member; or

(b) a child of the member’s spouse; or

(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity; or

(e) a company the member controls; or

(f) a person prescribed by the regulations for the purposes of this paragraph.

coastal sea:

(a) in relation to Australia—means:

(i) the territorial sea of Australia; and

(ii) the sea on the landward side of the territorial sea of Australia and not within the limits of a State or internal Territory;

and includes the airspace over, and the sea‑bed and subsoil beneath, any such sea; and

(b) in relation to a State or Territory—means so much of the coastal sea of Australia as is within the area described in Schedule 1 to the Offshore Petroleum and Greenhouse Gas Storage Act 2006 under the heading that refers to that State or Territory.

code of conduct means a code of conduct that relates to any aspect of the activities of:

(a) financial services licensees; or

(b) authorised representatives of financial services licensees; or

being activities in relation to which ASIC has a regulatory responsibility.

Code of Ethics means the Code of Ethics in force under section 921E.

collective investment fund has the meaning given by subsection 1212(1).

commence, in relation to a winding up, has the meaning given by Division 1A of Part 5.6.

commencement, in relation to an accounting standard, means:

(a) in the case of an accounting standard as originally in effect—the time when the accounting standard took effect; or

(b) in the case of an accounting standard as varied by a particular provision of an instrument made under section 334—the time when that provision took effect.

common fund, in Chapter 5D (licensed trustee companies), has the meaning given by subsection 601SCA(2).

Commonwealth means the Commonwealth of Australia and, when used in a geographical sense, includes each Territory.

Commonwealth authority means an authority or other body (whether incorporated or not) that is established or continued in existence by or under an Act.

Commonwealth body means:

(a) an Agency (within the meaning of the Public Service Act 1999); or

(b) a body, whether incorporated or not, established for a public purpose by or under a law of the Commonwealth; or

(i) holding or performing the duties of an office established by or under a law of the Commonwealth; or

(ii) holding an appointment made under a law of the Commonwealth.

communication facility, in relation to a CSF offer, has the meaning given by subsection 738ZA(5).

company means a company registered under this Act and:

(d) in Part 5B.1, includes an unincorporated registrable body.

company limited by guarantee means a company formed on the principle of having the liability of its members limited to the respective amounts that the members undertake to contribute to the property of the company if it is wound up.

company limited by shares means a company formed on the principle of having the liability of its members limited to the amount (if any) unpaid on the shares respectively held by them.

compelled financial benchmark rules means rules made under section 908CD.

compensation arrangements has the meaning given by section 880B.

compensation proceedings has the meaning given by section 1317DAAA.

compensation rules has the meaning given by section 880B.

complaint, in Part 7.8A (design and distribution requirements), has the meaning given by subsection 994A(2).

complete, in relation to a CSF offer, has the meaning given by subsection 738N(7).

compliance committee means a compliance committee established under section 601JA.

compliance period for an infringement notice issued under section 1317DAC has the meaning given by section 1317DAH.

compulsory transfer determination has the meaning given by subsection 601WBA(1).

concurrent wrongdoer, in Division 2A (proportionate liability for misleading and deceptive conduct) of Part 7.10, has the meaning given by subsection 1041L(3).

condition, in relation to a licence, means a condition or restriction to which the licence is subject, or will be subject, as the case requires.

conflicted remuneration has the meaning given by section 963A, as affected by sections 963AA, 963B, 963C and 963D.

conflict of interest situation, in Chapter 2M (financial reports and audit), has the meaning given by section 324CD.

connected with a corporation: see section 64B.

consideration period for a notice of intention to offer interests in a foreign passport fund in this jurisdiction has the meaning given by section 1213D.

consolidated entity means a company, registered scheme, registrable superannuation entity or disclosing entity together with all the entities it is required by the accounting standards to include in consolidated financial statements.

constitution means (depending on the context):

(a) a company’s constitution, which (where relevant) includes rules and consequential amendments that are part of the company’s constitution because of the Life Insurance Act 1995; or

(b) a managed investment scheme’s constitution; or

(i) the body’s charter or memorandum; or

(ii) any instrument or law (other than this Act) constituting, or defining the constitution of, the body or governing the activities of the body or its members.

Note 1: The Life Insurance Act 1995 has rules about how benefit fund rules become part of a company’s constitution. They override this Act. See Subdivision 2 of Division 4 of Part 2A of that Act.

Note 2: The constituent document (as defined in the Passport Rules for this jurisdiction) for a notified foreign passport fund is taken under section 1213E to be the constitution of the fund as a managed investment scheme.

consumer credit insurance has the same meaning as in the Insurance Contracts Act 1984.

continuous disclosure notice means:

(a) a document used to notify a market operator of information relating to a body under provisions of the market’s listing rules referred to in subsections 674(1) and 674A(1); or

(b) a document under section 675 or 675A lodged in relation to the body.

continuously quoted securities are securities that:

(a) are in a class of securities that were quoted ED securities at all times in the 3 months before the date of the prospectus or Product Disclosure Statement; and

(b) are securities of an entity in relation to which the following subparagraphs are satisfied during the shorter of the period during which the class of securities were quoted, and the period of 12 months before the date of the prospectus or Product Disclosure Statement:

(i) no exemption under section 111AS or 111AT, or modification under section 111AV, covered the entity, or any person as director or auditor of the entity;

(ii) no exemption under paragraph 741(1)(a), or declaration under paragraph 741(1)(b), relating to a provision that is a disclosing entity provision for the purposes of Division 4 of Part 1.2A covered the entity, or any person as director or auditor of the entity;

(iii) no order under section 340, 340A, 341 or 341A covered the entity, or any person as director or auditor of the entity;

and, for these purposes, securities are not in different classes merely because of a temporary difference in the dividend, or distribution rights, attaching to the securities or because different amounts have been paid up on the securities.

contract of insurance, in Division 4 (special provisions relating to insurance) of Part 7.8, has a meaning affected by subsection 985A(1).

contravene, in relation to a civil penalty provision, has a meaning affected by subsection 1317E(4).

contravention proceedings means proceedings under section 1101B by a person referred to in paragraph 1101B(1)(b) or (d).

contribution plan means a plan in respect of which the following conditions are met:

(a) regular deductions are made from the wages or salary of an employee or director (the contributor) to acquire financial products that are offered for issue or sale to the contributor under a scheme for employees or directors of a company to acquire any of the following financial products of the company:

(i) fully paid ordinary shares;

(ii) options, offered for no more than nominal consideration, for the issue or transfer of fully paid ordinary shares;

(iii) units in fully paid ordinary shares;

(b) the deductions are authorised by the contributor in a form which is included in, or accompanies, the disclosure document or the Product Disclosure Statement for the scheme;

(c) before acquiring the financial products under the scheme, the deductions are held on trust in an account with an Australian ADI that is kept solely for that purpose;

(d) the contributor may elect to discontinue the deductions at any time;

(e) if the contributor so elects, the amount of the deductions standing, at that time, to the credit of the account for the contributor, and any interest on that amount, is repaid to the contributor;

(f) the scheme does not involve the offer to the contributor of a loan or similar financial assistance for the purpose of, or in connection with, the acquisition of the financial products that are offered under the scheme.

contributory means:

(a) in relation to a company (other than a no liability company):

(i) a person liable as a member or past member to contribute to the property of the company if it is wound up; and

(ii) for a company with share capital—a holder of fully paid shares in the company; and

(iii) before the final determination of the persons who are contributories because of subparagraphs (i) and (ii)—a person alleged to be such a contributory; and

(b) in relation to a Part 5.7 body:

(i) a person who is a contributory by virtue of section 586; and

(ii) before the final determination of the persons who are contributories by virtue of that section—a person alleged to be such a contributory; and

(d) in relation to a sub‑fund of a CCIV—a person who is a contributory of the CCIV under paragraph (a), if the person is liable as mentioned in subparagraph (a)(i) as a member or past member of the sub‑fund, or is a holder of shares referable to the sub‑fund.

control:

(a) unless paragraph (b) applies—has the meaning given by section 50AA; and

(b) when used in Part 7.6—has the meaning given by section 910B.

control day, in relation to a controller of property of a corporation, means:

(a) unless paragraph (b) applies:

(i) in the case of a receiver, or receiver and manager, of that property—the day when the receiver, or receiver and manager, was appointed; or

(ii) in the case of any other person who is in possession, or has control, of that property for the purpose of enforcing a security interest—the day when the person entered into possession, or took control, of property of the corporation for the purpose of enforcing that security interest; or

(b) if the controller became a controller of property of the corporation:

(i) to act with an existing controller of such property; or

(ii) in place of a controller of such property who has died or ceased to be a controller of such property;

the day that is, because of any other application or applications of this definition, the control day in relation to the controller referred to in subparagraph (i) or (ii).

controller, in relation to property of a corporation, means:

(a) a receiver, or receiver and manager, of that property; or

(b) anyone else who (whether or not as agent for the corporation) is in possession, or has control, of that property for the purpose of enforcing a security interest;

and has a meaning affected by paragraph 434F(b) (which deals with 2 or more persons appointed as controllers).

convertible note has the same meaning as in Division 3A of Part III of the Income Tax Assessment Act 1936.

convertible securities: securities are convertible into another class of securities if the holder may, by the exercise of rights attached to those securities:

(a) have the other class of securities issued to them; or

(b) have the securities transform into securities of that other class.

An option may be a convertible security even if it is non‑renounceable.

core obligation has the meaning given by subsection 912D(3).

corporate collective investment vehicle or CCIV means a company that is registered as a corporate collective investment vehicle under this Act.

corporate director of a CCIV has the meaning given by subsection 1224(3).

corporate responsibility provision has the meaning given by section 188.

corporation has the meaning given by section 57A.

corporation/scheme civil penalty provision has the meaning given by subsection 1317E(3).

Corporations legislation means:

(a) this Act; and

(b) the ASIC Act; and

(c) rules of court made by the Federal Court, the Supreme Court of the Australian Capital Territory, or Judges of the Federal Circuit and Family Court of Australia (Division 1), because of a provision of this Act; and

(d) rules of court applied by the Supreme Court, or a State Family Court, of a State, or by the Supreme Court of the Northern Territory or of Norfolk Island, when exercising jurisdiction conferred by Division 1 of Part 9.6A (including jurisdiction conferred by virtue of any previous application or applications of this paragraph).

court has the meaning given by section 58AA.

Court has the meaning given by section 58AA.

CPD provision (short for continuing professional development provision) means:

(a) subsection 921BA(4); or

(b) subsection 921BB(3).

CPD year (short for continuing professional development year) has the meaning given by section 910A.

credit licensee means a licensee within the meaning of the National Consumer Credit Protection Act 2009.

creditor of a sub‑fund of a CCIV means a creditor of the CCIV, if the debt or claim is, to any extent, a liability of the sub‑fund.

creditor‑defeating disposition has the meaning given by section 588FDB.

creditors’ voluntary winding up means a winding up under Part 5.5, other than a members’ voluntary winding up.

crowd‑funding service that a person provides has the meaning given by section 766F.

CSF is short for crowd‑sourced funding.

Note: Crowd‑sourced funding is dealt with in Part 6D.3A.

CS facility licensee means a person who holds an Australian CS facility licence.

CSF audit threshold means:

(a) unless paragraph (b) applies—$3 million; or

(b) any amount prescribed by the regulations for the purposes of this paragraph.

CSF intermediary has the meaning given by section 738C.

CSF offer has the meaning given by section 738B.

CSF offer document, in relation to a CSF offer, has the meaning given by subsection 738J(1).

CSF shareholder, of a proprietary company, means an entity that holds one or more securities of the company due to being issued with the securities pursuant to a CSF offer by the company.

CSLR operator (short for financial services compensation scheme of last resort operator) means the person for whom an authorisation under section 1060 is in force.

CSLR staff member means:

(a) a director, officer or employee of the CSLR operator; or

(b) a person engaged as a consultant to, or to perform services for, the CSLR operator for the purposes of the financial services compensation scheme of last resort.

CS service has the meaning given by section 828.

CS services rules: see subsection 828A(1).

current LVR:

(a) of a standard margin lending facility—has the meaning given by subsection 761EA(3); and

(b) of a non‑standard margin lending facility—has the meaning given by subsection 761EA(6).

custodial arrangement, in Subdivision A (volume‑based shelf‑space fees) of Division 5 of Part 7.7A, has the meaning given by subsection 964(2).

Note: Subsection 964(2) incorporates a modified version of the definition of custodial arrangement in section 1012IA.

custodial or depository service that a person provides has the meaning given by section 766E.

custodian, in relation to a registrable superannuation entity, has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

data standards means standards made by the Registrar under section 1270G.

date of a takeover bid is:

(a) for an off‑market bid—the date on which offers are first made under the bid; or

(b) for a market bid—the date on which the bid is announced to the relevant financial market.

dealing in a financial product:

(a) except in Part 7.8A—has the meaning given by section 766C; and

(b) in Part 7.8A (design and distribution requirements)—has the meaning given by subsection 994A(2);

and deal in a financial product has corresponding meanings.

death benefit decision‑maker has the meaning given by section 761A.

debenture of a body means a chose in action that includes an undertaking by the body to repay as a debt money deposited with or lent to the body. The chose in action may (but need not) include a security interest over property of the body to secure repayment of the money. However, a debenture does not include:

(a) an undertaking to repay money deposited with or lent to the body by a person if:

(i) the person deposits or lends the money in the ordinary course of a business carried on by the person; and

(ii) the body receives the money in the ordinary course of carrying on a business that neither comprises nor forms part of a business of borrowing money and providing finance; or

(b) an undertaking by an Australian ADI to repay money deposited with it, or lent to it, in the ordinary course of its banking business; or

Note: This paragraph has an extended meaning in relation to Chapter 8 (see subsection 1200A(2)).

(i) a cheque; or

(ii) an order for the payment of money; or

(iii) a bill of exchange; or

(e) an undertaking by a body corporate to pay money to a related body corporate; or

(f) an undertaking to repay money that is prescribed by the regulations.

For the purposes of this definition, if a chose in action that includes an undertaking by a body to pay money as a debt is offered as consideration for the acquisition of securities under an off‑market takeover bid, or is issued under a compromise or arrangement under Part 5.1, the undertaking is taken to be an undertaking to repay as a debt money deposited with or lent to the body.

decision, in Part 9.4A (review by Administrative Appeals Tribunal), has the meaning given by section 1317A.

decision period, for a secured party in relation to a security interest in property (including PPSA retention of title property) of a company means:

(a) in relation to a company under administration—the period beginning on the day when:

(i) a notice of appointment of the administrator must be given to the secured party under subsection 450A(3)—such notice is so given; or

(ii) otherwise—the administration begins;

and ending at the end of the thirteenth business day after that day; and

(b) in relation to a company under restructuring—the period beginning on the day when:

(i) a notice of appointment of the restructuring practitioner must be given to the secured party under the regulations—such notice is so given; or

(ii) otherwise—the restructuring begins;

and ending at the end of the thirteenth business day after that day.

declaration of indemnities, in relation to an administrator of a company under administration, means a written declaration:

(a) stating whether the administrator has, to any extent, been indemnified (otherwise than under section 443D), in relation to that administration, for:

(i) any debts for which the administrator is, or may become, liable under Subdivision A of Division 9 of Part 5.3A; or

(ii) any debts for which the administrator is, or may become, liable under a remittance provision as defined in section 443BA; or

(iii) the remuneration to which he or she is entitled under section 60‑5 of Schedule 2 (external administrator’s remuneration); and

(b) if so, stating:

(i) the identity of each indemnifier; and

(ii) the extent and nature of each indemnity.

declaration of relevant relationships has the meaning given by section 60.

deed includes a document having the effect of a deed.

deed of company arrangement means a deed of company arrangement executed under Part 5.3A or such a deed as varied and in force from time to time.

defeating condition for a takeover bid means a condition that:

(a) will, in circumstances referred to in the condition, result in the rescission of, or entitle the bidder to rescind, a takeover contract; or

(b) prevents a binding takeover contract from resulting from an acceptance of the offer unless or until the condition is fulfilled.

defect, in relation to a statutory demand, includes:

(a) an irregularity; and

(b) a misstatement of an amount or total; and

(d) a misdescription of a person or entity.

defective:

(a) in relation to a CSF offer document, has the meaning given by subsection 738U(1); and

(b) in relation to a disclosure document or statement:

(i) in Subdivision A (financial services disclosure offences) of Division 7 of Part 7.7—has the meaning given by subsection 952B(1); and

(ii) in Subdivision B (financial services disclosure civil lability) of Division 7 of Part 7.7—has the meaning given by subsection 953A(1); and

(iii) in Subdivision A (financial product disclosure offences) of Division 7 of Part 7.9—has the meaning given by subsection 1021B(1); and

(iv) in Subdivision B (financial product disclosure civil lability) of Division 7 of Part 7.9—has the meaning given by subsection 1022A(1).

deposit product means a financial product described in paragraph 764A(1)(i).

deregistered means:

(a) in relation to a company—deregistered under Chapter 5A; and

(b) in relation to any other body corporate—deregistered in a way that results in the body corporate ceasing to exist.

derivative (except for the purposes of Chapter 8A) has the meaning given by section 761D.

derivative retail client money has the meaning given by section 761A.

derivative trade data has the meaning given by section 761A.

derivative trade repository:

(a) means a facility to which information about derivative transactions, or about positions relating to derivative transactions, can be reported (whether or not other information or data can also be reported to the facility); and

(b) in relation to an Australian derivative trade repository licence—has a meaning affected by subsection 905E(2).

derivative trade repository licensee means a person who holds an Australian derivative trade repository licence.

derivative trade repository rules means rules made by ASIC under subsection 903A(1).

derivative transaction means:

(a) the entry into of an arrangement (as defined in subsection 761B(1)) that is a derivative; or

(b) the modification or termination of such an arrangement; or

(c) the assignment, by a party to such an arrangement, of some or all of the party’s rights and obligations under the arrangement; or

(d) any other transaction that relates to a derivative and that is in a class of transactions prescribed by the regulations for the purposes of this paragraph.

derivative transaction rules means rules made by ASIC under subsection 901A(1).

designated secrecy provision has the meaning given by subsection 1270M(3).

detriment, in sections 1317AC and 1317AD, has a meaning affected by section 1317ADA.

director has the meaning given by section 9AC.

director identification number means a director identification number given under:

(a) section 1272; or

(b) section 308‑5 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

directors’ report means:

(a) an annual directors’ report required by section 292; or

(b) a half‑year directors’ report required by section 302.

disclosing entity has the meaning given by section 111AC.

disclosing entity provisions has the meaning given by section 111AR.

disclosure document for an offer of securities means:

(a) a prospectus for the offer; or

(b) a profile statement for the offer; or

disclosure document or statement:

(a) in Subdivision A (financial services disclosure offences) of Division 7 of Part 7.7—has the meaning given by subsection 952B(1); and

(b) in Subdivision B (financial services disclosure civil lability) of Division 7 of Part 7.7—has the meaning given by subsection 953A(1); and

(c) in Subdivision A (financial product disclosure offences) of Division 7 of Part 7.9—has the meaning given by subsection 1021B(1); and

(d) in Subdivision B (financial product disclosure civil lability) of Division 7 of Part 7.9—has the meaning given by subsection 1022A(1).

disclosure framework means the disclosure framework made by the Registrar under section 1270K.

dishonest means dishonest according to the standards of ordinary people.

dispose has a meaning affected by the following paragraphs:

(a) when used in relation to financial products, otherwise than in a situation to which paragraph (b) applies, dispose includes terminate or close out the legal relationship that constitutes the financial product;

(b) for the purposes of Chapter 6, a person who has a relevant interest in securities disposes of the securities if, and only if, they cease to have a relevant interest in the securities.

disqualified individual has the meaning given by section 853A.

distribution condition has the meaning given by paragraph 994B(5)(c).

distribution information, in relation to a financial product, has the meaning given by subsection 994F(3).

Division 3 arrangements has the meaning given by section 880B.

Note: This definition refers to Division 3 (approved compensation arrangements) of Part 7.5.

Division 3 financial products has the meaning given by subsection 1042A(1).

Note 1: This definition refers to Division 3 (insider trading prohibitions) of Part 7.10.

Note 2: In Part 7.10 (market misconduct etc.) bank accepted bills and negotiable certificates of deposit are treated as if they were Division 3 financial products: see section 1040B.

Division 3 loss has the meaning given by section 880B.

Note: This definition refers to Division 3 (approved compensation arrangements) of Part 7.5.

Division 4 arrangements has the meaning given by section 880B.

Note: This definition refers to Division 4 (NGF Compensation regime) of Part 7.5.

doing an act or thing includes causing or authorising the act or thing to be done.

domestic corporation means a corporation that is incorporated or formed in Australia or an external Territory.

ED securities has the meaning given by section 111AD.

education and training standards has the meaning given by section 921B.

electronic communication means:

(a) a communication of information in the form of data, text or images by means of guided and/or unguided electromagnetic energy; or

(b) a communication of information in the form of speech by means of guided and/or unguided electromagnetic energy, where the speech is processed at its destination by an automated voice recognition system.

eligibility criteria:

(a) for restructuring a company—has the meaning given by section 453C; and

(b) for the simplified liquidation process—has the meaning given by section 500AA.

eligible applicant, in relation to a corporation, means:

(a) ASIC; or

(b) a liquidator or provisional liquidator of the corporation; or

(d) an administrator of a deed of company arrangement executed by the corporation; or

(da) a restructuring practitioner for the corporation; or

(db) a restructuring practitioner for a restructuring plan made by the corporation; or

(e) a person authorised in writing by ASIC to make:

(i) applications under the Division of Part 5.9 in which the expression occurs; or

(ii) such an application in relation to the corporation.

eligible CSF company has the meaning given by section 738H.

eligible employee creditor, in relation to a company, means a creditor whose debt or claim would, in a winding up of the company, be payable in priority to other unsecured debts and claims in accordance with paragraph 556(1)(e), (g) or (h) or section 560 or 561.

eligible for temporary restructuring relief has the meaning given by section 458E.

eligible international emissions unit has the same meaning as in the Australian National Registry of Emissions Units Act 2011.

eligible money market dealer means a body corporate in respect of which a declaration is in force under section 65.

eligible officer has the meaning given by section 1272B.

eligible recipient has the meaning given by section 1317AAC.

eligible unsecured creditor has the meaning given by section 579Q.

eligible whistleblower has the meaning given by section 1317AAA.

employee of a company, in Part 5.8A (employee entitlements), has the meaning given by subsections 596AA(4) and (5).

employee entitlements contribution order has the meaning given by subsection 588ZA(1).

employee share buy‑back means a buy‑back under a scheme that:

(a) has as its purpose the acquisition of shares in a company by, or on behalf of:

(i) employees of the company, or of a related body corporate; or

(ii) directors of the company, or a related body corporate, who hold a salaried employment or office in the company or in a related body corporate; and

(b) has been approved by the company in general meeting.

employee share scheme: see subsection 1100L(1).

employer‑sponsor has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

enforce, in relation to a security interest in property of a company under administration, includes:

(a) appoint a receiver of property of the company under a power contained in an instrument relating to the security interest; or

(b) obtain an order for the appointment of a receiver of such property for the purpose of enforcing the security interest; or

(d) appoint a person so to enter into possession or assume control (whether as agent for the secured party or for the company); or

(e) exercise, in relation to property including PPSA retention of title property, as the secured party or as a receiver or person so appointed, a right, power or remedy existing because of the security interest, arising:

(i) under an agreement or instrument relating to the security interest; or

(ii) in the case of a PPSA security interest—under an agreement or instrument relating to a transaction or dealing giving rise to the security interest; or

(iii) under a written or unwritten law; or

(iv) in any other way.

enforceable code provision means a provision of an approved code of conduct identified by ASIC under subsection 1101A(2).

enforcement proceedings means proceedings under section 793C by a person referred to in paragraph 793C(1)(b), (c) or (d).

enforcement process, in relation to property, means:

(a) execution against that property; or

(b) any other enforcement process in relation to that property that involves a court or a sheriff.

engage in audit activity: an individual auditor, audit firm or audit company engages in audit activity in relation to an audited body for an audit if the individual auditor, audit firm or audit company:

(a) consents to be appointed as auditor of the audited body for a financial year; or

(b) acts as the auditor of the audited body for a financial year; or

(i) a registered company auditor; or

(ii) an auditor of the audited body in relation to a financial year or half‑year.

engage in conduct means:

(a) do an act; or

(b) omit to perform an act.

enter into: a person who:

(a) enters into, or becomes a party to, a relevant agreement in relation to shares or other securities; or

(b) exercises an option to have shares or other securities allotted, issued or granted;

is taken to enter into a transaction in relation to the shares or securities.

entitlements of an employee of a company has the meaning given by subsections 596AA(2) and (3).

entity: for the purposes of Chapters 2E, 8A and 8B, an entity is any of the following:

(a) a body corporate;

(b) a partnership;

(d) an individual;

(e) for a trust that has only 1 trustee—the trustee;

(f) for a trust that has more than 1 trustee—the trustees together.

Otherwise, entity has the meaning given by section 64A.

equal access scheme has the meaning given by subsections 257B(2) and (3).

equal reduction has the meaning given by subsection 256B(2).

equity interest has the same meaning as in the Income Tax Assessment Act 1997.

ESS contribution plan: see section 1100T.

ESS interest: see section 1100M.

ESS participant: see subsection 1100L(2).

estate assets and liabilities has the meaning given by section 601WAA.

estate management functions has the meaning given by subsection 601RAC(2).

estate that is administered or managed has the meaning given by subsection 601SBB(1A).

event includes any happening, circumstance or state of affairs.

examinable affairs, in relation to a corporation means:

(a) the promotion, formation, management, administration, restructuring or winding up of the corporation; or

(b) any other affairs of the corporation (including anything that is included in the corporation’s affairs because of section 53); or

(c) the business affairs of any of the following, in so far as those business affairs are, or appear to be, relevant to the corporation or to anything that is included in the corporation’s examinable affairs because of paragraph (a) or (b):

(i) a body corporate that is, or has been, related to the corporation;

(ii) an entity that is, or has been, connected with the corporation.

examinable assets and liabilities, in relation to an entity, means all of the following:

(a) the entity’s property and assets:

(i) whether present or future; and

(ii) whether held alone or jointly with any other person or persons; and

(iii) whether or not held as agent, bailee or trustee;

(b) the entity’s liabilities:

(i) whether present or future; and

(ii) whether actual or contingent; and

(iii) whether owed alone or jointly with any other person or persons; and

(iv) whether or not owed as trustee.

examinable operations, in relation to an entity, means all of the following:

(a) the entity’s business, trading, transactions and dealings:

(i) whether alone or jointly with any other entity or entities; and

(ii) whether or not as agent, bailee or trustee;

(b) the entity’s profits, income and receipts;

excluded conduct has the meaning given by subsection 994A(1).

excluded security means:

(a) where:

(i) there is attached to a share or debenture a right to participate in a retirement village scheme; and

(ii) each of the other rights, and each interest (if any), attached to the share or debenture is a right or interest that is merely incidental to the right referred to in subparagraph (i);

the share or debenture or a unit in the share or debenture; or

(b) an interest in a managed investment scheme constituted by a right to participate in a retirement village scheme.

execution requirements, in relation to derivative transactions, has the meaning given by subsection 901A(5).

exempt body corporate of a State or Territory has the meaning given by section 66A.

exempt public authority means a body corporate that is incorporated within Australia or an external Territory and is:

(a) a public authority; or

(b) an instrumentality or agency of the Crown in right of the Commonwealth, in right of a State or in right of a Territory.

exempt public sector superannuation scheme has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

expectation:

(a) a person has an expectation that a managed investment scheme or a sub‑fund of a CCIV will become an Australian passport fund only as set out in section 1216B; and

(b) a person has an expectation that a fund will become a notified foreign passport fund only as set out in section 1216G.

expert, in relation to a matter, means a person whose profession or reputation gives authority to a statement made by him or her in relation to that matter.

extend, in relation to a period:

(a) includes further extend; and

(b) has a meaning affected by section 70.

external Territory:

(a) means a Territory referred to in section 122 of the Constitution, where an Act makes provision for the government of the Territory as a Territory; but

(b) does not include a Territory covered by the definition of Territory in this section.

extract of particulars for a company, registered scheme or notified foreign passport fund means a statement given by ASIC that contains either or both of the following:

(a) some or all of the particulars in relation to the company, scheme or fund that are recorded in a register that ASIC maintains, or ensures is maintained, under subsection 1214(1) or 1274(1);

(b) a requirement to provide a particular under section 346B.

extraordinary resolution, in relation to a registered scheme, a CCIV or a sub‑fund of a CCIV, means a resolution of the members of the registered scheme that complies with subsection 253LA(2).

facility has a meaning affected by section 762C.

Federal Court means the Federal Court of Australia.

fee disclosure statement has the meaning given by subsection 962H(1).

fee recipient has the meaning given by section 962C.

fees, in Chapter 5D (licensed trustee companies), has the meaning given by section 601RAA.

fidelity fund has the meaning given by section 880B.

financial benchmark:

(a) has the meaning given by section 908AB; and

(b) in relation to a benchmark administrator licence—has a meaning affected by section 908BE.

financial benchmark data means:

(a) information obtained to generate or administer a financial benchmark; or

(b) information (including statistical data) that is created or derived from information referred to in paragraph (a).

financial benchmark rules means rules made under section 908CA.

financial benefit: see giving a financial benefit.

financial investment: see makes a financial investment.

financial market (except for the purposes of Chapter 8A) has the meaning given by section 767A.

financial product has the meaning given by Division 3 of Part 7.1 and:

(a) in Part 7.8A (design and distribution requirements)—has a meaning affected by subsection 994AA(1); and

(b) in Part 7.9A (product intervention orders)—has a meaning affected by section 1023B.

Note: In Part 7.10 (market misconduct etc.) bank accepted bills and negotiable certificates of deposit are treated as if they were financial products: see section 1040B.

financial product advice has the meaning given by section 766B.

financial records includes:

(a) invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and

(b) documents of prime entry; and

(i) the methods by which financial statements are made up; and

(ii) adjustments to be made in preparing financial statements.

financial report means:

(a) an annual financial report required by or under section 292, 293, 294, 294A or 294B; or

(b) a half‑year financial report required by section 302.

financial reporting requirements for a financial report means the requirements imposed under:

(a) section 296 or 297 if the financial report is an annual financial report; or

(b) section 304 or 305 if the financial report is a half‑year financial report.

financial risk: see manages financial risk.

financial service has the meaning given by Division 4 of Part 7.1.

Financial Services and Credit Panel means a panel convened under subsection 139(1) of the ASIC Act.

financial services civil penalty provision has the meaning given by subsection 1317E(3).

financial services compensation scheme of last resort means the financial services compensation scheme of last resort established under Part 7.10B.

financial services compensation scheme of last resort operator: see CSLR operator.

Financial Services Guide means a Financial Services Guide required by section 941A or 941B to be given in accordance with Division 2 of Part 7.7.

financial services law has the meaning given by section 761A.

financial services licensee means a person who holds an Australian financial services licence.

financial statements means annual financial statements under section 295 or half‑year financial statements under section 303.

financial year:

(a) of a company, registered scheme or disclosing entity (other than a notified foreign passport fund)—has the meaning given by section 323D; and

(b) of a notified foreign passport fund—has the meaning given by section 323DAA; and

(c) of a financial services licensee that is a body corporate and is not covered by paragraph (a)—means a financial year of the body corporate; and

(d) for a financial services licensee that is not covered by paragraph (a) or (c)—means a year ending on 30 June.

find, in the case of a reference to a court finding a person guilty of an offence, has a meaning affected by section 73A.

firm, in relation to an administrator, restructuring practitioner or liquidator, means:

(a) if the administrator, restructuring practitioner or liquidator is a partner or employee of a partnership (the partnership firm) that provides advice or other services in relation to Chapter 5 bodies corporate—the partnership firm; or

(b) if the administrator, restructuring practitioner or liquidator is an officer or employee of a body corporate (the body corporate firm) that provides advice or other services in relation to Chapter 5 bodies corporate—the body corporate firm.

first levy period has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy Act 2023.

floating charge includes a charge that conferred a floating security at the time of its creation but has since become a fixed or specific charge.

for, in relation to a fee or tax, includes in respect of.

foreign company means:

(a) a body corporate that is incorporated in an external Territory, or outside Australia and the external Territories, and is not:

(i) a corporation sole; or

(ii) an exempt public authority; or

(b) an unincorporated body that:

(i) is formed in an external Territory or outside Australia and the external Territories; and

(ii) under the law of its place of formation, may sue or be sued, or may hold property in the name of its secretary or of an officer of the body duly appointed for that purpose; and

(iii) does not have its head office or principal place of business in Australia.

foreign exchange contract has the meaning given by section 761A.

foreign holder of securities means a holder of the securities whose address, as shown in the register in which details of their holding is recorded, is a place outside Australia and the external Territories.

foreign law has the same meaning as in the Income Tax Assessment Act 1997.

foreign passport fund means a passport fund the home economy for which is not Australia.

foreign passport fund product means a financial product described in paragraph 764A(1)(bb).

foreign qualification has the meaning given by section 910A.

foreign recognition scheme has the meaning given by subsection 1200A(1).

franchise means an arrangement under which a person earns profits or income by exploiting a right, conferred by the owner of the right, to use a trade mark or design or other intellectual property or the goodwill attached to it in connection with the supply of goods or services. An arrangement is not a franchise if the person engages the owner of the right, or an associate of the owner, to exploit the right on the person’s behalf.

fully paid share means a share on which no amount remains unpaid.

function includes a duty.

fund property of a notified foreign passport fund means:

(a) contributions of money or money’s worth to the fund; and

(b) money that forms part of the fund property under provisions of this Act or the ASIC Act; and

(d) property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b) or (c); and

(e) income and property derived, directly or indirectly, from contributions, money or property referred to in paragraph (a), (b), (c) or (d).

Note: Paragraph (a)—if what a member contributes to a fund is rights over property, the rights in the property that the member retains do not form part of the fund property.

funeral benefit has the meaning given by section 761A.

further market‑related advice means advice to which subsection 946B(1) applies.

Gazette notice means a notice published in the Gazette.

general advice has the meaning given by subsection 766B(4).

general CSF risk warning has the meaning given by subsection 738ZA(2).

general insurance product means a financial product described in paragraph 764A(1)(d).

Note: See also insurance product and risk insurance product.

general law means the principles and rules of the common law and equity.

generally available in relation to information:

(a) for the purposes of sections 674, 674A, 675 and 675A (continuous disclosure)—has the meaning given by section 676; and

(b) for the purposes of Division 3 (insider trading prohibitions) of Part 7.10—has the meaning given by section 1042C.

giving a financial benefit has a meaning that is affected by section 229.

government entity has the meaning given by section 41 of the A New Tax System (Australian Business Number) Act 1999.

guarantor, in relation to a debenture, means a body that has guaranteed, or has agreed to guarantee, the repayment of any money deposited or lent to the borrower under the debenture.

guilty, in the case of a reference to a court finding a person guilty of an offence, has a meaning affected by section 73A.

half‑year has the meaning given by subsection 323D(5).

highest outside purchase price for a takeover bid is the highest amount paid or payable by the bidder for a security in the bid class under a purchase made outside the bid and during the bid period.

holder:

(a) in relation to a financial product—means the person to whom the financial product was issued, or if it has (since issue) been disposed of to another person who has not themselves disposed of it, that other person; and

(b) in relation to an RSA—has the same meaning as in the Retirement Savings Accounts Act 1997;

and hold has corresponding meanings.

holding company, in relation to a body corporate, means a body corporate of which the first body corporate is a subsidiary.

home economy for a passport fund means:

(a) if the passport fund is a regulated CIS, or a sub‑fund of a regulated CIS, in only one participating economy—that participating economy; and

(b) if the passport fund is a regulated CIS, or a sub‑fund of a regulated CIS, in more than one participating economy—the participating economy in which the fund is first registered or approved as a regulated CIS (however that registration or approval is described).

home regulator for a passport fund means the entity that is the Passport Regulator for the home economy for the passport fund under the Passport Rules for this jurisdiction.

host economy: a participating economy is a host economy for a passport fund if:

(a) the participating economy is not the home economy for the fund; and

(b) either:

(i) it is permitted under the law of the participating economy to offer interests in the fund in that economy, on the basis that the fund is a passport fund; or

(ii) an application has been made under the law of the participating economy for permission to offer interests in the fund in that economy, on the basis that the fund is a passport fund.

hosting arrangement, in relation to a CSF offer, has the meaning given by subsection 738L(2).

host regulator for a passport fund means the entity that is the Passport Regulator for a host economy for the passport fund under the Passport Rules for this jurisdiction.

immediate family member for a person means:

(a) the person’s spouse; or

(b) a person who is wholly or partly dependent on the person for financial support.

in Australia has the meaning given by section 102C.

incentive right: see subsection 1100M(4).

included, in relation to an official list, has the meaning given by section 75.

income year has the same meaning as in the Income Tax Assessment Act 1997.

incorporated in Australia, in relation to a body corporate, includes incorporated by or under a law of:

(a) the Commonwealth; or

(b) a State; or

incorporation:

(a) of a company—means the company’s first registration under this Act; and

(b) of any other incorporated body—means the body’s incorporation by or under a law (other than this Act).

in default:

(a) an officer of a body corporate who is in default, in relation to a contravention, includes an officer of the body corporate who is involved in the contravention (including a person who later ceases to be such an officer); and

(b) a person who is in default, in relation to a contravention, includes a person who is involved in the contravention.

independent person, in Part 2G.7 (independent reports on polls), has the meaning given by section 253UA.

individual auditor means an individual who consents to be appointed, or is appointed, as auditor of a company, registered scheme or registrable superannuation entity.

individual fine formula means the formula set out in subsection 1311B(3).

industrial instrument means:

(a) a contract of employment; or

(b) a law, award, determination or agreement relating to terms or conditions of employment.

information, in Division 3 (insider trading prohibitions) of Part 7.10, has a meaning affected by subsection 1042A(2).

information statement for a class of CGS depository interests has the meaning given by subsection 1020AH(1).

infringement notice:

(a) in Part 7.5B—means an infringement notice issued under Part 5 of the Regulatory Powers Act; and

(b) in Part 9.1A—means an infringement notice under Part 5 of the Regulatory Powers Act; and

(d) in Part 9.4AB, Part 7.6 and Part 9.4B—means an infringement notice given under section 1317DAM.

Note: For the provisions subject to the infringement notice:

(a) in Part 7.5B, see section 908CH; and

(b) in Part 9.1A, see section 1272F;

(d) for an infringement notice given under section 1317DAM, see section 1317DAN (under which the provisions include all strict liability offences and absolute liability offences against this Act and certain other offences and civil penalty provisions).

injury compensation means compensation payable under any law relating to workers compensation.

inside information has the meaning given by subsection 1042A(1).

Insolvency Practice Rules means the rules made by the Minister under section 105‑1 of Schedule 2.

insolvent:

(a) in relation to a person—has the meaning given by subsection 95A(2); and

(b) in relation to a sub‑fund of a CCIV—has the meaning given by subsection 1231A(3).

insolvent transaction has the meaning given by section 588FC.

insolvent under administration means:

(a) a person who, under the Bankruptcy Act 1966, is a bankrupt in respect of a bankruptcy from which the person has not been discharged; or

(b) a person who, under the law of a foreign country, has the status of an undischarged bankrupt; or

(i) section 50 or Division 2 of Part X of the Bankruptcy Act 1966; or

(ii) a corresponding provision of the law of a foreign country; or

(d) a person who has executed a personal insolvency agreement under:

(i) Part X of the Bankruptcy Act 1966; or

(ii) the corresponding provisions of the law of a foreign country;

where the terms of the agreement have not been fully complied with; or

(e) a person who is a party (as a debtor) to a debt agreement under:

(i) Part IX of the Bankruptcy Act 1966; or

(ii) the corresponding provisions of the law of a foreign country.

insurance claims manager has the meaning given by section 761DA.

insurance product means a financial product described in paragraph 764A(1)(d), (e) or (f).

Note: See also general insurance product, investment life insurance product, life risk insurance product and risk insurance product.

insure:

(a) in relation to a contract of life insurance—insured, for the purposes of Division 4 (special provisions relating to insurance) of Part 7.8, has the meaning given by section 985A; and

(b) in relation to a superannuation complaint—insurer has the meaning given by section 761A.

interest:

(a) interest in relation to land includes:

(i) a legal or equitable estate or interest in the land; or

(ii) a right, power or privilege over, or in relation to, the land; and

(b) interest in a managed investment scheme (including a notified foreign passport fund) means a right to benefits produced by the scheme (whether the right is actual, prospective or contingent and whether it is enforceable or not); and

(c) in Part 5D.5 (limit on control of licensed trustee companies) interests of clients of a licensed trustee company—has a meaning affected by section 601VCB.

in this jurisdiction or elsewhere has a meaning affected by subsection 102B(1).

investment in a company, disclosing entity or other body means:

(a) a share in the company, disclosing entity or body; or

(b) a debenture of the company, disclosing entity or body; or

(i) a share in the company, disclosing entity or body; or

(ii) a debenture of the company, disclosing entity or body; or

(d) an option to acquire (whether by way of issue or transfer) an investment in the company, disclosing entity or body covered by paragraph (a), (b) or (c); or

(e) an option to dispose of an investment in the company, disclosing entity or body covered by paragraph (a), (b) or (c); or

(f) an interest a person holds under an arrangement that is a derivative if:

(i) the consideration to be provided under the arrangement; or

(ii) the value of the arrangement;

is ultimately determined, derived from or varies by reference to an investment in the company, disclosing entity or body covered by paragraph (a), (b), (c), (d) or (e).

To avoid doubt, the consideration to be provided under, or the value of, an arrangement in relation to an index is not ultimately determined, derived from or varies by reference to an investment in the company merely because the investment is taken into account in determining the value of the index.

investment in a notified foreign passport fund means:

(a) an interest in the fund; or

(b) a legal or equitable interest in an interest in the fund; or

(c) an option to acquire (whether by way of issue or transfer) an investment in the fund covered by paragraph (a) or (b); or

(d) an option to dispose of an investment in the fund covered by paragraph (a) or (b); or

(e) an interest a person holds under an arrangement that is a derivative if:

(i) the consideration to be provided under the arrangement; or

(ii) the value of the arrangement;

is ultimately determined, derived from or varies by reference to an investment in the fund covered by paragraph (a), (b), (c) or (d); or

(f) an investment in the operator of the fund.

To avoid doubt, the consideration to be provided under, or the value of, an arrangement in relation to an index is taken not to be ultimately determined, derived from or vary by reference to an investment in the fund merely because the investment is taken into account in determining the value of the index.

investment in a registered scheme means:

(a) an interest in the scheme; or

(b) a legal or equitable interest in an interest in the scheme; or

(c) an option to acquire (whether by way of issue or transfer) an investment in the scheme covered by paragraph (a) or (b); or

(d) an option to dispose of an investment in the scheme covered by paragraph (a) or (b); or

(e) an interest a person holds under an arrangement that is a derivative if:

(i) the consideration to be provided under the arrangement; or

(ii) the value of the arrangement;

is ultimately determined, derived from or varies by reference to an investment in the scheme covered by paragraph (a), (b), (c) or (d); or

(f) an investment in the responsible entity of the scheme.

To avoid doubt, the consideration to be provided under, or the value of, an arrangement in relation to an index is taken not to be ultimately determined, derived from or vary by reference to an investment in the scheme merely because the investment is taken into account in determining the value of the index.

investment contract means any contract, scheme or arrangement that, in substance and irrespective of its form, involves the investment of money in or under such circumstances that the investor acquires or may acquire an interest in, or right in respect of, property, whether in this jurisdiction or elsewhere, that, under, or in accordance with, the terms of investment will, or may at the option of the investor, be used or employed in common with any other interest in, or right in respect of, property, whether in this jurisdiction or elsewhere, acquired in or under like circumstances.

investment life insurance product means a financial product described in paragraph 764A(1)(f).

Note: See also insurance product.

involved:

(a) in a contravention—has the meaning given by section 79; and

(b) in a market licensee, CS facility licensee, derivative trade repository licensee or a benchmark administrator licensee, or in an applicant for such a licence—has the meaning given by section 853B.

issue:

(a) issue includes:

(i) in relation to interests in a managed investment scheme—make available; and

(ii) otherwise—circulate, distribute and disseminate; and

(b) in relation to a financial product—issue has the meaning given by section 761E.

issue situation has the meaning given by paragraph 1012B(2)(a).

issue Statement has the meaning given by subsection 1013A(1).

judgment means a judgment, decree or order, whether final or interlocutory.

key management personnel for an entity has the same meaning as in the accounting standards.

kind, in relation to financial products or financial services, has a meaning affected by regulations made for the purposes of section 761CA.

large proprietary company has the meaning given by subsection 45A(3).

law:

(a) law of a State or Territory means a law of, or in force in, the State or Territory; and

(b) in Chapter 5D (licensed trustee companies)—law has the meaning given by section 601RAA.

Note: The definition in paragraph (a) does not affect the meaning of law when used otherwise than in a phrase such as “law of a State or Territory”. Examples of such a use are in the phrase “any provision of any law” in section 100A and the phrase “law of the Commonwealth” in section 156.

law of a recognised jurisdiction has the meaning given by subsection 1200A(1).

lawyer means a duly qualified legal practitioner and, in relation to a person, means such a practitioner acting for the person.

lead auditor has the meaning given by section 324AF.

lease does not include a lease of goods that gives rise to a PPSA security interest in the goods.

Note: An interest that arises under a lease of goods that in substance secures the payment or performance of an obligation, or that arises under a PPS lease within the meaning of the Personal Property Securities Act 2009, may be a PPSA security interest (see sections 12 and 13 of that Act and the definition of PPSA security interest in this section).

leave of absence means long service leave, extended leave, recreation leave, annual leave, sick leave or any other form of leave of absence from employment.

levy period has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy Act 2023.

liability:

(a) liability (except in relation to a sub‑fund of a CCIV):

(i) includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective); and

(ii) in relation to a CCIV—has a meaning affected by section 1233A; and

(b) liabilities, in relation to a sub‑fund of a CCIV, has the meaning given by section 1233L.

licensed CS facility means a clearing and settlement facility the operation of which is authorised by an Australian CS facility licence.

licensed derivative trade repository has the meaning given by section 761A.

licensed market means a financial market the operation of which is authorised by an Australian market licence.

licensed trustee company means a trustee company that holds an Australian financial services licence covering the provision of one or more traditional trustee company services.

Note: Traditional trustee company services are financial services: see subsection 766A(1A).

life policy has the same meaning as in the Life Insurance Act 1995.

life policy fund has the meaning given by section 761A.

life risk insurance product means a financial product described in paragraph 764A(1)(e).

Note: See also insurance product and risk insurance product.

limit of a margin lending facility has the meaning given by subsection 761EA(11).

limited company means:

(a) a company limited by shares; or

(b) a company limited by guarantee; or

but does not include a no liability company.

limited‑service time‑sharing adviser has the meaning given by section 910A.

linked:

(a) the incurring of a debt and a contravention of subsection 596AC(1), (2), (3) or (4) are linked if they are linked under subsection 596AC(10); and

(b) the disposition of a company’s property and a contravention of subsection 596AC(1), (2), (3) or (4) are linked if they are linked under subsection 596AC(10A).

linked to a refusal or failure to give effect to a determination made by AFCA has the meaning given by section 910C.

liquid:

(a) for a registered scheme—has the meaning given by subsection 601KA(4); and

(b) for a sub‑fund—has the meaning given by subsection 1230H(1).

liquidator:

(a) has a meaning affected by paragraph 530(b) (which deals with 2 or more persons appointed as liquidators); and

(b) in Chapter 7, includes a provisional liquidator.

liquidity period, for an ESS interest: see subsection 1100ZB(7).

listed:

(a) a company, managed investment scheme or other body is listed if it is included in the official list of a prescribed financial market operated in this jurisdiction; and

(b) a retail CCIV that is not listed because of paragraph (a) is listed if:

(i) the retail CCIV has only one sub‑fund; and

(ii) that sub‑fund is included in the official list of a prescribed financial market operated in this jurisdiction; and

(i) the sub‑fund is included in the official list of a prescribed financial market operated in this jurisdiction; or

(ii) the retail CCIV is listed because of paragraph (a).

listed corporation means a body corporate that is included in an official list of a prescribed financial market.

listed disclosing entity has the meaning given by section 111AL.

listing market, in relation to a listed disclosing entity, has the meaning given by subsection 111AE(1), (1A), (1B) or (1C).

listing rules of a financial market, or proposed financial market, means any rules (however described) that are made by the operator of the market, or contained in the operator’s constitution, and that deal with:

(a) admitting entities to, or removing entities from, the market’s official list, whether for the purpose of enabling financial products of those entities to be traded on the market or for other purposes; or

(b) the activities or conduct of entities that are included on that list.

local agent, in relation to a foreign company, means a person who is a local agent of the foreign company by virtue of subsection 601CG(5).

lodge:

(a) means lodge with ASIC in this jurisdiction; and

(b) in relation to a document lodged with ASIC in a prescribed form—has a meaning affected by subsection 350(2).

lower court means a court of a State or Territory that is not a superior court.

made, in relation to a CSF offer, has the meaning given by subsection 738N(1).

makes a financial investment has the meaning given by section 763B.

makes a market for a financial product has the meaning given by section 766D.

makes non‑cash payments has the meaning given by section 763D.

managed investment product means a financial product described in paragraph 764A(1)(b).

managed investment scheme means:

(a) a scheme that has the following features:

(i) people contribute money or money’s worth as consideration to acquire rights (interests) to benefits produced by the scheme (whether the rights are actual, prospective or contingent and whether they are enforceable or not);

(ii) any of the contributions are to be pooled, or used in a common enterprise, to produce financial benefits, or benefits consisting of rights or interests in property, for the people (the members) who hold interests in the scheme (whether as contributors to the scheme or as people who have acquired interests from holders);

(iii) the members do not have day‑to‑day control over the operation of the scheme (whether or not they have the right to be consulted or to give directions); or

(b) a time‑sharing scheme;

but does not include the following:

(c) a partnership that has more than 20 members but does not need to be incorporated or formed under an Australian law because of regulations made for the purposes of subsection 115(2);

(d) a body corporate (other than a body corporate that operates as a time sharing scheme);

(e) a scheme in which all the members are bodies corporate that are related to each other and to the body corporate that promotes the scheme;

(f) a franchise;

(g) a statutory fund maintained under the Life Insurance Act 1995;

(h) a regulated superannuation fund, an approved deposit fund, a pooled superannuation trust or a public sector superannuation scheme;

(i) a scheme operated by an Australian ADI in the ordinary course of its banking business;

(j) the issue of debentures or convertible notes by a body corporate;

(k) a barter scheme under which each participant may obtain goods or services from another participant for consideration that is wholly or substantially in kind rather than in cash;

(l) a retirement village scheme operating within or outside Australia:

(i) under which the participants, or a majority of them, are provided, or are to be provided, with residential accommodation within a retirement village (whether or not the entitlement of a participant to be provided with accommodation derives from a proprietary interest held by the participant in the premises where the accommodation is, or is to be, provided); and

(ii) which is not a time‑sharing scheme;

(m) a scheme that is operated by a co‑operative company registered under Part VI of the Companies (Co‑operative) Act 1943 of Western Australia or under a previous law of Western Australia that corresponds to that Part;

(ma) a contribution plan;

(maa) an ESS contribution plan for an offer of ESS interests that is eligible to be made under Division 1A of Part 7.12;

(mb) the provision of a crowd‑funding service;

(n) a scheme of a kind declared by the regulations not to be a managed investment scheme.

Note 1: Paragraph (c)—A partnership with less than 20 members will usually not require registration because of paragraph 601ED(1)(a) and under section 115 a partnership with more than 20 members can only operate if covered by regulations made for the purposes of subsection 115(2).

Note 2: Paragraphs (c) and (i) have an extended meaning in relation to Chapter 8 (see subsection 1200A(3)).

Note 3: Under section 1213E, a notified foreign passport fund is to be treated as a managed investment scheme for the purposes of this Act.

manager has a meaning affected by section 90.

managerial or executive office has the meaning given by section 200AA.

manages financial risk has the meaning given by section 763C.

managing controller, in relation to property of a corporation, means:

(a) a receiver and manager of that property; or

(b) any other controller of that property who has functions or powers in connection with managing the corporation;

and has a meaning affected by paragraph 434G(b) (which deals with 2 or more persons appointed as managing controllers).

mandatory code of conduct means a code of conduct that is declared by regulations under section 1101AE to be mandatory.

margin call:

(a) in relation to a standard margin lending facility—has the meaning given by subsection 761EA(4); and

(b) in relation to a non‑standard margin lending facility—has the meaning given by subsection 761EA(7); and

(c) in relation to a facility that ASIC has declared to be a margin lending facility under subsection 761EA(8)—has the meaning given in the declaration.

margin lending facility has the meaning given by subsection 761EA(1).

market, in relation to an Australian market licence, has a meaning affected by section 795E.

Note: See also makes a market.

marketable securities means debentures, stocks, shares or bonds of any Government, of any local government authority or of any body corporate, association or society, and includes any right or option in respect of shares in any body corporate and any interest in a managed investment scheme.

market bid means a takeover bid made under Chapter 6 as a market bid (see section 616).

market integrity rules means the rules made by ASIC under section 798G.

market licensee means a person who holds an Australian market licence.

market traded option means an option declared by an operator of a prescribed financial market to be a market traded option.

material effect, for the purposes of Division 3 (insider trading prohibitions) of Part 7.10, has the meaning given by section 1042D.

maximum subscription amount, in relation to a CSF offer, has the meaning given by subsection 738L(7).

MCI (short for mutual capital instrument) has the meaning given by section 167AD.

MCI amendment resolution has the meaning given by section 167AI.

MCI mutual entity has the meaning given by section 167AC.

member:

(a) in relation to a managed investment schememeans a person who holds an interest in the scheme; or

(e) in relation to a company—a person who is a member under section 231.

members’ voluntary winding up means a winding up under Part 5.5 where a declaration has been made and lodged pursuant to section 494.

Memorandum of Cooperation means the Memorandum of Cooperation on the Establishment and Implementation of the Asia Region Funds Passport signed on behalf of Australia on 28 April 2016, as it applies in relation to Australia from time to time.

minerals means minerals in any form, whether solid, liquefied or gaseous and whether organic or inorganic.

minimum holding buy‑back means a buy‑back of all of a holder’s shares in a listed corporation if the shares are less than a marketable parcel within the meaning of the rules of the relevant financial market.

minimum subscription amount, in relation to a CSF offer, has the meaning given by subsection 738L(8).

mining purposes means any or all of the following purposes:

(a) prospecting for ores, metals or minerals;

(b) obtaining, by any mode or method, ores, metals or minerals;

(d) the carrying on of any business or activity necessary for, or incidental to, any of the foregoing purposes;

whether in Australia or elsewhere, but does not include quarrying operations for the sole purpose of obtaining stone for building, roadmaking or similar purposes.

misconduct includes fraud, negligence, default, breach of trust and breach of duty.

modifications includes additions, omissions and substitutions.

money includes a payment order.

mortgage broker has the same meaning as in the National Consumer Credit Protection Act 2009.

mortgage intermediary has the same meaning as in the National Consumer Credit Protection Act 2009.

mutual entity has the meaning given by section 51M.

MySuper product has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

NCSC means the National Companies and Securities Commission.

necessary transfer documents for the transfer of securities to a person means the documents that are sufficient to enable the person to become the holder of the securities.

negative, in relation to a document, means a transparent negative photograph used, or intended to be used, as a medium for reproducing the contents of the document, and includes a transparent photograph made from surface contact with the original negative photograph.

negative solvency resolution means a resolution by the directors of a company that, in their opinion, there are not reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

negotiable instrument, in relation to a body corporate, means:

(a) a bill of exchange, promissory note, cheque or other negotiable instrument; or

(b) an indorsement on, or order in, a bill of exchange, promissory note, cheque or other negotiable instrument; or

of, or purporting to be issued or signed by or on behalf of, the body.

NGF means the National Guarantee Fund that continues in existence under section 889A.

no liability company means a company that is registered as, or converts to, a no liability company under this Act.

Note 1: A no liability company can be registered under section 118 or 601BD. A company can convert to a no liability company under Part 2B.7.

Note 2: A no liability company must have solely mining purposes and have no contractual right to recover unpaid calls (see subsection 112(2)).

nominated electronic address, in relation to the addressee of an electronic communication, means:

(a) the most recent electronic address nominated by the addressee to the originator of the electronic communication as the electronic address for receiving electronic communications; or

(b) if:

(i) the addressee has nominated an electronic address as mentioned in paragraph (a) and the originator knows, or there are reasonable grounds to believe, that the address is not a current electronic address for the addressee; or

(ii) the addressee has not nominated an electronic address as mentioned in paragraph (a);

an electronic address that the originator believes on reasonable grounds to be a current electronic address for the addressee for receiving electronic communications.

non‑audit services provider for an auditor conducting an audit means a person who:

(a) is not a professional member of the audit team conducting the audit of the audited body; and

(b) is either:

(i) if the auditor is an individual auditor—an employee of the individual auditor (or of an entity acting for, or on behalf of, the individual auditor); or

(ii) if the auditor is an audit firm—a member of the audit firm or senior manager of the audit firm (or of an entity acting for, or on behalf of, the audit firm); or

(iii) if the auditor is an audit company—a director of the audit company or a senior manager of the audit company (or of an entity acting for, or on behalf of, the audit company); and

non‑cash payments: see makes non‑cash payments.

non‑shareholder mutual member of an MCI mutual entity means a person who is a member of the entity otherwise than as a holder of a share (whether or not the person also holds one or more shares in the entity).

non‑standard margin lending facility has the meaning given by subsection 761EA(5).

notice includes a circular and an advertisement.

notified foreign passport fund: see section 1213C.

number of shares, in relation to a body corporate, has a meaning affected by section 101.

of, in relation to financial products, means, in the case of interests in a managed investment scheme, made available by.

offence means an offence against a law of the Commonwealth or a State or Territory.

offence based on a particular provision of this Act means, unless a contrary intention appears:

(a) if that provision creates an offence—an offence against that provision, or an offence against section 1314 that relates to that provision; or

(b) if section 1311 creates an offence relating to that provision—an offence against section 1311 or 1314 that relates to that provision; or

(c) if another provision creates an offence relating to that provision—an offence against that other provision or section 1314 that relates to that other provision.

offer:

(a) offer a security (other than a financial product) includes:

(i) invite applications for the issue of the security; and

(ii) invite offers to purchase the security; and

(b) offer to issue or sell a financial product, for the purposes of Part 7.8A (design and distribution requirements) and Part 7.9 (financial product disclosure), has a meaning affected by subsection 1010C(2); and

(i) (unless subparagraph (ii) applies) is the person who has the capacity, or who agrees, to issue or transfer the security if the offer is accepted; or

(ii) for the purposes of Chapter 8 (mutual recognition of securities offers), if the offer is an offer of a kind prescribed by the regulations for the purposes of this subparagraph—is a person of a kind prescribed by the regulations for the purposes of this subparagraph;

and that person is the offeror of the security.

Note: Section 1010C applies for the purposes of Part 7.8A: see subsection 994A(3).

offer information statement means an offer information statement that is lodged with ASIC.

offer of simple corporate bonds has the meaning given by section 713A.

offer period for a takeover bid is the period for which offers under the bid remain open.

offer platform, in relation to a CSF offer, has the meaning given by subsection 738L(6).

offer‑specific prospectus, in relation to an offer of simple corporate bonds, has the meaning given by subsection 713D(1).

officer has the meaning given by section 9AD.

officer of the Commonwealth has the same meaning as in paragraph 75(v) of the Constitution.

official employment means:

(a) appointment or employment by the Commonwealth, or the performance of services for the Commonwealth; or

(b) the exercise of powers or performance of functions under a delegation by the Registrar.

off‑market bid means a takeover bid made under Chapter 6 as an off‑market bid (see section 616).

old Corporations Law, in relation to a State or Territory, has the same meaning as it has in Part 10.1.

old Division 12 of Part 11.2 transitionals means the following:

(a) the provisions of Division 12 of Part 11.2 of the old Corporations Law of each State or Territory in this jurisdiction, to the extent they continue to have effect because of section 1408 of this Act; and

(b) if regulations for the purposes of subsection 1408(3) deal with a matter or matters dealt with in those provisions—the regulations that so deal with the matter or matters.

on a financial market: see subsection 767A(3).

on behalf of includes on the instructions of.

ongoing fee has the meaning given by section 962B.

ongoing fee arrangement has the meaning given by section 962A.

on‑market: a transaction of any kind is an on‑market transaction if it is effected on a prescribed financial market and is:

(a) an on‑market transaction as defined in the rules governing the operation of the market; or

(b) if those rules do not define on‑market transactions—effected in the ordinary course of trading on the market.

on‑market buy‑back means a buy‑back by a listed corporation on a prescribed financial market in the ordinary course of trading on that market.

open, in relation to a CSF offer, has the meaning given by subsection 738N(2).

operated in this jurisdiction:

(a) in relation to a financial market—has a meaning affected by section 791D; and

(b) in relation to a clearing and settlement facility—has a meaning affected by section 820D.

operating rules:

(a) of a clearing and settlement facility, or proposed clearing and settlement facility—means any rules (however described) made by the operator of the facility, or contained in the operator’s constitution, that deal with:

(i) the activities or conduct of the facility; or

(ii) the activities or conduct of persons in relation to the facility;

but does not include any such rules that deal with matters in respect of which licensed CS facilities must have written procedures under regulations made for the purposes of subsection 822A(2); and

(b) of a financial market, or proposed financial market—means any rules (however described), including the market’s listing rules (if any), that are made by the operator of the market, or contained in the operator’s constitution, and that deal with:

(i) the activities or conduct of the market; or

(ii) the activities or conduct of persons in relation to the market;

but does not include:

(iii) any such rules that deal with matters in respect of which licensed markets must have written procedures under regulations made for the purposes of subsection 793A(2); or

(iv) compensation rules; and

operator of a passport fund means the entity that is the operator of the fund under the Passport Rules for this jurisdiction.

outside this jurisdiction has a meaning affected by subsection 102B(2).

outstanding property, in relation to a body corporate that has been dissolved or deregistered, means outstanding property (other than unpaid capital, whether called or uncalled) that was vested in the body, to which it was entitled, or over which it had a disposing power, when it was dissolved or deregistered, but that neither the body nor its liquidator got in, realised on or otherwise disposed of or dealt with.

paid parental leave employer has the meaning given by subsection 600AA(2).

parent: without limiting who is a parent of a person for the purposes of this Act, someone is the parent of a person if the person is his or her child because of the definition of child in this section.

Part 5.1 body means:

(a) a company; or

(b) a registrable body that is registered under Division 1 or 2 of Part 5B.2.

Part 5.7 body means:

(a) a registrable body that is a registrable Australian body and:

(i) is registered under Division 1 of Part 5B.2; or

(ii) is not registered under that Division but carries on business in this jurisdiction and outside its place of origin; or

(b) a registrable body that is a foreign company and:

(i) is registered under Division 2 of Part 5B.2; or

(ii) is not registered under that Division but carries on business in Australia; or

(c) a partnership, association or other body (whether a body corporate or not) that consists of more than 5 members and that is not a registrable body;

but does not include an Aboriginal and Torres Strait Islander corporation.

Note: The winding up of Aboriginal and Torres Strait Islander corporations is dealt with in Part 11‑5 of the Corporations (Aboriginal and Torres Strait Islander) Act 2006.

Part 7.5 authority has the meaning given by section 892A.

Part 7.5 regulated fund has the meaning given by section 892A.

Part 10.1 transitionals means the provisions of Part 10.1 and of regulations for the purposes of those provisions.

participant:

(a) in a clearing and settlement facility—has the meaning given by subsections 768A(3) and (4); and

(b) in a financial market—has the meaning given by subsections 767A(4) and (5).

participating economy has the meaning given by section 1210.

party, in relation to a transaction that has been completed, given effect to, or terminated, includes a person who was a party to the transaction.

passport fund means a regulated CIS, or a sub‑fund of a regulated CIS, registered as a passport fund in a participating economy.

Passport Rules: see section 1211A.

payment (when used in Division 2 of Part 2D.2 (sections 200 to 200J) includes a payment by way of damages for breach of contract.

payment order means a cheque (including a cheque that a bank or other institution draws on itself), bank draft, money order or postal order.

payment period, in relation to an infringement notice issued under Part 9.4AB, has the meaning given by section 1317DAQ.

pecuniary penalty applicable:

(a) to the contravention of a civil penalty provision by an individual—has the meaning given by section 1317G; and

(b) to the contravention of a civil penalty provision by a body corporate—has the meaning given by section 1317G.

penalty applicable:

(a) to an offence committed by an individual—has the meaning given by section 1311B; and

(b) to an offence committed by a body corporate—has the meaning given by section 1311C; and

pension has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

person:

(a) in Division 2 of Part 2D.2—includes a superannuation fund; and

(b) for the purposes of Chapter 5 and Part 9.2—has a meaning affected by subsection 6(1) (which deals with Part 5.7 bodies); and

(c) in applying Chapter 7 and Part 6D.3A—has a meaning affected by section 761F (which deals with partnerships) and section 761FA (which deals with multiple trustees).

personal advice has the meaning given by subsections 766B(3) and (3A).

person with a proper interest, in relation to an estate, has a meaning affected by section 601RAD.

place of origin:

(a) in relation to a body corporate at a particular time, means:

(i) in the case of a body incorporated at that time in a State or Territory—that State or Territory; or

(ii) otherwise—the place of the body’s incorporation at that time; or

(b) in relation to an unincorporated body—the State or Territory, or other place, in which the body is formed.

platform includes a website or other electronic facility.

play a significant role: a person plays a significant role in the audit of a company, a registered scheme or a registrable superannuation entity for a financial year if:

(a) the person is appointed as an individual auditor of the company, scheme or entity for that financial year and:

(i) acts as an auditor for the company, scheme or entity for that financial year; or

(ii) prepares an auditor’s report for the company, scheme or entity in relation to a financial report of the company, scheme or entity for that financial year or for a half‑year falling within that financial year; or

(b) a firm or company is appointed as an auditor of the company, scheme or entity for that financial year and the person:

(i) is a registered company auditor; and

(ii) acts, on behalf of the firm or company, as a lead auditor, or review auditor, in relation to an audit of the company, scheme or entity for that financial year or for a half‑year falling within that financial year.

policy cost for a life risk insurance product, or life risk insurance products, for a year has the meaning given by subsections 963B(3B) and (3C).

pooled superannuation trust has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

pooling determination means a determination under subsection 571(1).

pooling order means an order under subsection 579E(1).

positive solvency resolution means a resolution by the directors of a company that, in their opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

possession has a meaning affected by section 86.

possessory security interest, in relation to property, means a security interest that is:

(a) a PPSA security interest in the property that is perfected by possession or control, within the meaning of the Personal Property Securities Act 2009; or

(b) a lien or a pledge in relation to the property.

Note: Security interests are either PPSA security interests, or charges, liens or pledges: see security interest.

power includes an authority.

PPSA retention of title property (short for Personal Property Security Act retention of title property) has the meaning given by section 51F.

PPSA security interest (short for Personal Property Securities Act security interest) means a security interest within the meaning of the Personal Property Securities Act 2009 and to which that Act applies, other than a transitional security interest within the meaning of that Act.

Note 1: The Personal Property Securities Act 2009 applies to certain security interests in personal property: see the following provisions of that Act:

(a) section 8 (interests to which the Act does not apply);

(b) section 12 (meaning of security interest);

Note 2: For the meaning of transitional security interest, see section 308 of the Personal Property Securities Act 2009.

pre‑CSLR complaint has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy (Collection) Act 2023.

premises includes:

(a) a structure, building, aircraft, vehicle or vessel; and

(b) any land or place (whether enclosed or built on or not); and

prescribed CS facility means a licensed CS facility that is prescribed by regulations made for the purposes of this definition.

prescribed derivative trade repository means a facility that is (or that is in a class that is) prescribed by the regulations for the purposes of paragraph 901A(6)(b).

prescribed financial market means a financial market that is prescribed by regulations made for the purposes of this definition.

prescribed form: see section 350.

printed includes type‑written, lithographed or reproduced by any mechanical means.

procure for the purposes of Division 3 (insider trading prohibitions) of Part 7.10 has a meaning affected by section 1042F.

Product Disclosure Statement:

(a) means a Product Disclosure Statement:

(i) required by section 1012A, 1012B, 1012C, 1012I or 1012IA to be given in accordance with Division 2 of Part 7.9; or

(ii) that section 1012H requires an issuer of a financial product to take reasonable steps to ensure is given to a new group member in accordance with Division 2 of Part 7.9; and

(b) has a meaning affected by section 1014J (about Replacement Product Disclosure Statements).

product intervention order means an order made under subsection 1023D(1) or (3).

professional accounting body has the same meaning as in the ASIC Act.

professional employee of an individual auditor, audit firm or audit company means an employee of the auditor, firm or company who participates in the conduct of the audits on behalf of the auditor, firm or company and, in the course of doing so, exercises professional judgment in relation to the application of or compliance with:

(a) accounting standards; or

(b) auditing standards; or

professional investor means a person in relation to whom one or more of the following paragraphs apply:

(a) the person is a financial services licensee whose Australian financial services licence covers the provision of financial services that are not limited to claims handling and settling services;

(b) the person is a body regulated by APRA, other than a trustee of any of the following:

(i) a superannuation fund;

(ii) an approved deposit fund;

(iii) a pooled superannuation trust;

(iv) a public sector superannuation scheme;

(d) the person is the trustee of:

(i) a superannuation fund; or

(ii) an approved deposit fund; or

(iii) a pooled superannuation trust; or

(iv) a public sector superannuation scheme;

and the fund, trust or scheme has net assets of at least $10 million;

(e) the person controls at least $10 million (including any amount held by an associate or under a trust that the person manages);

(f) the person is a listed entity, or a related body corporate of a listed entity;

(g) the person is an exempt public authority;

(h) the person is a body corporate, or an unincorporated body, that:

(i) carries on a business of investment in financial products, interests in land or other investments; and

(ii) for those purposes, invests funds received (directly or indirectly) following an offer or invitation to the public, within the meaning of section 82, the terms of which provided for the funds subscribed to be invested for those purposes;

(i) the person is a foreign entity that, if established or incorporated in Australia, would be covered by one of the preceding paragraphs.

Note: A CCIV can also be a professional investor, see section 1241K.

professional member of the audit team for an audit has the meaning given by section 324AE.

profile statement means a profile statement that is lodged with ASIC.

prohibition end day, in relation to a registration prohibition order, has the meaning given by subparagraph 921L(1)(c)(ii).

property means any legal or equitable estate or interest (whether present or future and whether vested or contingent) in real or personal property of any description and includes a thing in action, and:

(aaa) in Part 5.2 (receivers, and other controllers, of property of corporations)—has a meaning affected by section 416; and

(a) in Part 5.3A (administration)—has a meaning affected by section 435B; and

(aa) in Part 5.3B (restructuring)—has a meaning affected by section 452B; and

(b) in Part 5.4B (winding up in insolvency or by the Court)—has a meaning affected by section 465; and

(d) in Part 5.6 (winding up generally)—has a meaning affected by section 513AA; and

(e) in Part 5.7B (recovering property or compensation for creditors of insolvent company)—has a meaning affected by section 588C; and

(f) in Part 5.8 (offences relating to external administration)—has a meaning affected by subsection 589(5); and

(g) in Part 5A.1 (deregistration, and transfer of registration, of companies)—has a meaning affected by section 601; and

(h) in Part 5B.2 (registrable bodies)—has a meaning affected by section 601C; and

(i) in Part 8B.5 (operation of a CCIV)—has a meaning affected by section 1233; and

(j) in Part 8B.6 (external administration and deregistration of CCIVs)—has a meaning affected by section 1236A.

Note: A reference in this Act to the property of a corporation does not include a reference to any PPSA retention of title property of the corporation, unless provided otherwise expressly or by necessary implication (see section 51F). The sections mentioned in paragraphs (a) to (i) extend references to property of a corporation in Parts of this Act to PPSA retention of title property (or to certain PPSA retention of title property).

property recovery provisions has the meaning given by subsection 1238A(2).

proportional takeover approval provisions, in relation to a company, means provisions of the kind referred to in subsection 648D(1) that are contained in, or that it is proposed to insert in, the constitution of the company.

proportional takeover bid means an off‑market bid for a specified proportion of the securities in the bid class (see paragraph 618(1)(b)).

proposed action notice has the meaning given by subsection 921P(1).

proposed licensed trustee company means a company:

(a) that is a trustee company, or a corporation to which paragraph 51(xx) of the Constitution applies that proposes to become a trustee company; and

(b) that proposes to apply for an Australian financial services licence covering the provision of one or more traditional trustee company services.

proposed operator of a collective investment fund has the meaning given by subsection 1212(1).

proprietary company has the meaning given by subsection 45A(1).

prospectus means a prospectus that is lodged with ASIC.

protected information means information:

(a) obtained by a person in the course of the person’s official employment; and

(b) disclosed to the person or another person, or obtained by the person or another person:

(i) under, or in relation to, this Act; or

(ii) under another law of the Commonwealth;

in connection with particular functions or powers of the Registrar.

prove includes establish in any way (for example, but without limitation, through the operation of a presumption for which this Act or a law of a State or Territory provides).

provide:

(a) in relation to a financial product—provide has a meaning affected by section 761E; and

(b) in Subdivision A (volume‑based shelf‑space fees) of Division 5 of Part 7.7A—provider has the meaning given by subsection 964(2).

providing finance means:

(a) lending money; or

(b) giving guarantees or security for loans made by someone else; or

(c) drawing, accepting, indorsing, negotiating or discounting a bill of exchange, cheque, payment order or promissory note so that someone can obtain funds.

provision of a law includes:

(a) a subsection, section, Subdivision, Division, Part or Chapter of the law; and

(b) a Schedule, or an item in a Schedule, to the law.

provisional liquidator has a meaning affected by paragraph 530AA(b) (which deals with 2 or more persons appointed as provisional liquidators).

provisional relevant provider means a relevant provider who is undertaking work and training in accordance with subsection 921B(4).

public company means a company other than a proprietary company or a CCIV and:

(a) in section 195 and Chapter 2E, includes a body corporate (other than a prescribed body corporate) that:

(i) is incorporated in a State or an internal Territory, but not under this Act; and

(ii) is included in the official list of a prescribed financial market; and

(b) in Chapter 2E does not include a company that is not required to have “Limited” in its name because of section 150 or 151.

public document, in relation to a body, has the meaning given by section 88A.

public interest proceedings means proceedings under section 50 of the ASIC Act.

public sector superannuation scheme has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

publish:

(a) in relation to a notice—means, in Chapter 7, publish by any means, including in a newspaper or periodical, on the internet, by broadcasting or televising or in a cinematograph film; and

(b) in any case—includes issue.

purchase of a financial product, for the purposes of Part 7.8A (design and distribution requirements) and Part 7.9 (financial product disclosure), has the meaning given by subsection 1010C(1).

Note: Section 1010C applies for the purposes of Part 7.8A: see subsection 994A(3).

qualified accountant has the meaning given by section 88B.

qualified privilege has the meaning given by section 89.

qualified tax relevant provider has the meaning given by section 910A.

quotation, in relation to financial products or in relation to a financial market, includes the displaying or providing, on a financial market, of information concerning:

(a) if offers to dispose of, purchase or exchange the financial product at particular prices, or for particular consideration, are made or accepted on that financial market—those prices or that consideration; or

(b) if offers or invitations are made on that financial market, being offers or invitations that are intended, or may reasonably be expected, to result in the making or acceptance of offers to dispose of, purchase or exchange the financial products at particular prices, or for particular consideration—those prices or that consideration; or

(c) in any case—the price at which, or the consideration for which, particular persons, or particular classes of persons, propose, or may reasonably be expected, to dispose of, purchase or exchange the financial products.

quoted ED securities has the meaning given by section 111AM.

quoted security means a security that is quoted on a prescribed financial market.

reasonable investigation into financial products has a meaning affected by section 961D.

reasonably apparent:

(a) for the purposes of Division 2 (best interests obligations) of Part 7.7A—has the meaning given by section 961C; and

(b) for the purposes of Subdivision B (asset‑based fees on borrowed amounts) of Division 5 of Part 7.7A—has the meaning given by section 964H.

receive, in relation to an electronic communication, has a meaning affected by section 105A.

receiver has a meaning affected by paragraph 434D(b) (which deals with 2 or more persons appointed as receivers) and:

(a) in Part 5.2 (receivers, and other controllers, of property)—has a meaning affected by section 416; and

(b) in Part 5.3A (deeds of company arrangement)—has a meaning affected by section 435B; and

receiver and manager has a meaning affected by section 90 and has a meaning affected by paragraph 434E(b) (which deals with 2 or more persons appointed as receivers and managers).

receiving company has the meaning given by subsection 601WBA(1).

recent advising history has the meaning given by section 922G.

recognised jurisdiction has the meaning given by subsection 1200A(1).

recognised offer has the meaning given by section 1200B.

recommendation situation has the meaning given by paragraph 1012A(2)(a).

redeemable preference share means a preference share in a body corporate that is, or at the body’s option is to be, liable to be redeemed.

redeemable share, in a CCIV, has the meaning given by subsection 1230B(4).

referable:

(a) in relation to a sub‑fund, and a share in a CCIV—has the meaning given by subsection 1230(1); and

(b) in relation to a sub‑fund, and a class of shares in a CCIV—has the meaning given by subsection 1230A(2); and

Reference Checking and Information Sharing Protocol means the protocol determined by ASIC under subsection 912A(3A).

referring State has the meaning given by section 4.

(a) register means register under this Act; and

(b) register kept by ASIC under this Act has a meaning affected by subsection 1214(4) (about the Register of Passport Funds).

Note: See also Business Names Register and Register of Relevant Providers.

registered Australian body means a registrable Australian body that is registered under Division 1 of Part 5B.2.

registered body means a registered Australian body or a registered foreign company.

registered company auditor:

(a) means a person registered as an auditor under Part 9.2; and

(b) in relation to a body corporate that is not a company—includes a person qualified to act as the body’s auditor under the law of the body’s incorporation.

registered foreign company means a foreign company that is registered under Division 2 of Part 5B.2.

registered liquidator has the same meaning as in section 5‑5 of Schedule 2.

registered office, in relation to a company or registered body, means the registered office of the company or body under section 142 or 601CT, as the case requires.

registered scheme means a managed investment scheme that is registered under section 601EB.

registered tax agent has the same meaning as in the Tax Agent Services Act 2009.

registered tax agent or BAS agent has the same meaning as in the Tax Agent Services Act 2009.

registrable Australian body means:

(a) a body corporate, not being:

(i) a company; or

(ii) an exempt public authority; or

(iii) a corporation sole; or

(b) an unincorporated body that, under the law of its place of formation:

(i) may sue or be sued; or

(ii) may hold property;

in the name of its secretary or of an officer of the body duly appointed for that purpose;

but does not include a foreign company.

registrable body means a registrable Australian body or a foreign company.

registrable superannuation entity:

(a) when used in a provision outside Chapter 2M or an associated definition—has the same meaning as in the Superannuation Industry (Supervision) Act 1993; and

(b) when used in Chapter 2M or an associated definition—means a registrable superannuation entity (within the meaning of the Superannuation Industry (Supervision) Act 1993), but does not include the following:

(i) an exempt public sector superannuation scheme;

(ii) an excluded approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993);

(iii) a small APRA fund (within the meaning of section 1017BB).

For the purposes of this definition, each of the following is an associated definition:

(a) the definition of audit company;

(b) the definition of audit‑critical employee;

(d) the definition of audit firm;

(e) the definition of consolidated entity;

(f) the definition of director;

(g) the definition of financial year;

(h) the definition of individual auditor;

(i) the definition of officer;

(j) the definition of play a significant role;

(k) the definition of RSE remuneration report.

Registrar means:

(a) if only one Commonwealth body is appointed as Registrar under section 1270—that body; or

(b) if more than one Commonwealth body is appointed under section 1270:

(i) for a reference in a provision that relates to one or more particular functions or powers—any Commonwealth body so appointed with any of those particular functions or powers; or

(ii) otherwise—any of the Commonwealth bodies appointed under section 1270.

registration prohibition order has the meaning given by paragraph 921L(1)(c).

registration suspension order has the meaning given by paragraph 921L(1)(b).

regulated CIS has the same meaning as in the Passport Rules for this jurisdiction.

regulated entity has the meaning given by section 1317AAB.

regulated person:

(a) in relation to a financial product:

(i) in Part 7.8A (design and distribution requirements)—has the meaning given by subsection 994A(2); and

(ii) in Divisions 2 (Product Disclosure Statements) and 7 (enforcement) of Part 7.9—has the meaning given by section 1011B; and

(c) in relation to a CGS depository interest, in Division 5C (information about CGS depository interests) of Part 7.9—has the meaning given by subsection 1020AH(2).

regulated sale means a sale:

(a) that, under subsection 707(2), (3) or (5), needs disclosure to investors under Part 6D.2; or

(b) in relation to which a Product Disclosure Statement must be given under subsection 1012C(5), (6) or (8); or

regulated superannuation fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

Regulatory Powers Act means the Regulatory Powers (Standard Provisions) Act 2014.

related body corporate, in relation to a body corporate, means a body corporate that is related to the first‑mentioned body, as determined in accordance with section 50.

related entity, in relation to a body corporate, means any of the following:

(a) a promoter of the body;

(b) a relative of such a promoter;

(d) a director or member of the body or of a related body corporate;

(e) a relative of such a director or member;

(f) a relative of a spouse of such a director or member;

(g) a body corporate that is related to the first‑mentioned body;

(h) a beneficiary under a trust of which the first‑mentioned body is or has at any time been a trustee;

(i) a relative of such a beneficiary;

(j) a relative of a spouse of such a beneficiary;

(k) a body corporate one of whose directors is also a director of the first‑mentioned body;

(l) a trustee of a trust under which a person is a beneficiary, where the person is a related entity of the first‑mentioned body because of any other application or applications of this definition.

related party:

(a) when used in Chapter 2E (other than in relation to a CCIV) has the meaning given by section 228; and

(aa) when used in Chapters 2E and 8B, in relation to a CCIV, has the meaning given by section 1227E; and

(b) when used in Part 6D.3A—has the meaning given by subsection 738G(3); and

(c) when used in Division 2 of Part 5C.10, Chapter 8A and the Passport Rules for this jurisdiction—has the meaning given by the Passport Rules for this jurisdiction.

relation‑back day has the meaning given by section 91.

relative, in relation to a person, means the spouse, parent or remoter lineal ancestor, child or remoter issue, or brother or sister of the person.

relevant AFCA determination has the meaning given by section 1065.

relevant agreement means an agreement, arrangement or understanding:

(a) whether formal or informal or partly formal and partly informal; and

(b) whether written or oral or partly written and partly oral; and

relevant conduct:

(a) for an issue situation—has the meaning given by paragraph 1012B(2)(b); and

(b) for a recommendation situation—has the meaning given by paragraph 1012A(2)(b); and

relevant date, in relation to a winding up, means the day on which the winding up is taken because of Division 1A of Part 5.6 to have begun.

Note: Subsection 553(1B) modifies the operation of this definition for debts and claims that arise while a company is under a deed of company arrangement if the deed terminates immediately before the winding up.

relevant Division 3 financial products has the meaning given by subsection 1042A(1).

Note: This definition refers to Division 3 (insider trading prohibitions) of Part 7.10.

relevant financial market, for a listed company, listed registered scheme or listed notified foreign passport fund means:

(a) the prescribed financial market on which the company, scheme or fund is listed; or

(b) if the company, scheme or fund is listed on 2 or more prescribed financial markets—each of those markets.

relevant financial products has the meaning given by section 910A.

relevant interest, in relation to securities, has a meaning given by sections 608 to 609B.

relevant market operator, for a listed company, listed registered scheme or listed notified foreign passport fund means:

(a) if there is only one relevant financial market for the company, scheme or fund—the operator of that relevant financial market; or

(b) if there is 2 or more relevant financial markets for the company, scheme or fund—each of the operators of each of those relevant financial markets.

relevant personal circumstances has the meaning given by section 761A.

relevant provider has the meaning given by section 910A.

relinquishment order has the meaning given by subsection 1317GAB(1).

remedial order means an order that:

(a) restrains a person from exercising any voting or other rights attached to securities; or

(b) directs a body corporate not to make or to defer payment of an amount due from the body corporate in respect of securities; or

(d) directs a person to dispose of, or not to dispose of, securities or interests in securities; or

(e) directs the disposal referred to in paragraph (d):

(i) to be made within a specified time; or

(ii) to be made subject to specified conditions; or

(iii) not to be made to a specified person or persons or to a specified class or classes of persons;

(f) directs a specified person to pay to the body corporate an amount equal to any profit or benefit that the person obtains because of the disposal referred to in paragraph (d); or

(g) vests securities, or an interest in securities, in ASIC; or

(h) directs a body corporate not to register the transfer or transmission of securities; or

(i) cancels securities issued as consideration for offers under a takeover bid; or

(j) declares that an exercise of the voting or other rights attached to securities be disregarded; or

(k) cancels or declares voidable:

(i) an agreement or offer relating to a takeover bid, or a proposed takeover bid; or

(ii) any other agreement or offer in connection with the acquisition of securities or relevant interests in securities;

(l) directs a person to give specified information to the holders of securities of a body corporate; or

(m) directs a body corporate not to issue securities to a person; or

(n) if an order of a kind referred to in paragraphs (a) to (m) is in force in respect of securities—directs the registered holder of the securities to give written notice of the order to any person whom the holder knows to be entitled to exercise a right to vote attached to those securities; or

(o) directs a body corporate to repeal or modify its existing constitution or adopt a particular constitution; or

(p) if a person has failed to comply with a requirement of Chapter 6, 6A, 6B or 6C—directs that person to comply with that requirement.

remuneration of an officer or employee of a corporation. A benefit given to an officer or employee of a corporation is remuneration if and only if the benefit, were it received by a director of the corporation, would be remuneration of the director for the purposes of an accounting standard that deals with disclosure in companies’ financial reports of information about directors’ remuneration. For the purposes of this definition, the following are not officers of a corporation:

(a) a receiver, or receiver and manager, of the property of the corporation;

(b) an administrator of the corporation;

(ca) a restructuring practitioner for the corporation;

(cb) a restructuring practitioner for a restructuring plan made by the corporation;

(d) a liquidator of the corporation;

(e) a trustee or other person administering a compromise or arrangement made between the corporation and someone else.

remuneration committee has the meaning given by paragraph 206K(2)(b).

remuneration consultant means a person:

(a) who makes a remuneration recommendation under a contract for services with the company to whose key management personnel the recommendation relates; and

(b) who is not an officer or employee of the company.

remuneration recommendation has the meaning given by section 9B.

remuneration report means the section of the directors’ report for a financial year for a listed public company that is included under subsection 300A(1).

renewal period for an anniversary day for an ongoing fee arrangement has the meaning given by section 962L.

replaceable rule: see section 135.

Replacement Product Disclosure Statement has the meaning given by section 1014H.

reportable situation has the meaning given by section 912D.

reporting period, in Part 7.8A (design and distribution requirements), has the meaning given by subsection 994A(2).

reporting requirements, in relation to derivative transactions, has the meaning given by subsection 901A(6).

representative of a person means:

(a) if the person is a financial services licensee:

(i) an authorised representative of the licensee; or

(ii) an employee or director of the licensee; or

(iii) an employee or director of a related body corporate of the licensee; or

(iv) any other person acting on behalf of the licensee; or

(b) in any other case:

(i) an employee or director of the person; or

(ii) an employee or director of a related body corporate of the person; or

(iii) any other person acting on behalf of the person.

reproduction, in relation to a document, means:

(a) a copy made of the document by any machine in which, or process by which, an image of the contents of the document is reproduced; or

(b) a print made from a negative of the document.

resolution, in relation to creditors or contributories, means a resolution passed at a meeting of the creditors or contributories.

resolution for voluntary winding up means the special resolution referred to in section 491.

response period for a proposed action notice has the meaning given by paragraph 921P(2)(b).

responsible entity of a registered scheme means the company named in ASIC’s record of the scheme’s registration as the responsible entity or temporary responsible entity of the scheme.

responsible holding party for an Australian passport fund or a notified foreign passport fund means the responsible holding party of the assets of the fund under the Passport Rules for this jurisdiction.

responsible intermediary, in relation to a CSF offer, has the meaning given by subsection 738L(5).

responsible licensee, in relation to a contravention of a provision of Part 7.7A, has the meaning given by section 961P.

responsible person for a Product Disclosure Statement has the meaning given by subsection 1013A(3).

restricted civil penalty provision has the meaning given by subsection 921Q(3).

restructuring, in relation to a company, has the meaning given by section 453A.

restructuring plan means a plan executed under Part 5.3B or such a plan as varied and in force from time to time.

restructuring practitioner:

(a) in relation to a company but not in relation to a restructuring plan:

(i) means a small business restructuring practitioner for the company appointed under Part 5.3B; and

(ii) if 2 or more persons are appointed under that Part as small business restructuring practitioners for the company—has a meaning affected by paragraph 456M(2)(b); or

(b) in relation to a restructuring plan:

(i) means a small business restructuring practitioner for the plan appointed under Part 5.3B; and

(ii) if 2 or more persons are appointed under that Part as small business restructuring practitioners for the plan—has a meaning affected by paragraph 456N(2)(b).

restructuring relief period has the meaning given by section 458D.

result includes:

(a) when used as a verb—result indirectly; and

(b) when used as a noun—an indirect result.

retail CCIV has the meaning given by subsection 1222J(1).

retail client:

(a) except in relation to a CSF offer—has the meaning given by sections 761G and 761GA; and

(b) in relation to a CSF offer—has the meaning given by section 738D.

retail product distribution conduct has the meaning given by subsection 994A(1).

retention of title clause: property is subject to a retention of title clause under a contract for the sale of property:

(a) if the contract contains a provision the effect of which is that the seller retains title in the property until the purchase price, or another amount, has been paid in full; and

(b) if the purchase price, or the other amount, as the case may be, has not been paid in full; and

Note: See also PPSA retention of title property and PPSA security interest.

retirement village scheme means a scheme, undertaking or enterprise (in this definition called the relevant scheme), whether in Australia or elsewhere, that is being, or is proposed to be, carried out or undertaken with the intention that the participants, or a majority of the participants, in the relevant scheme be provided, in connection with the relevant scheme, with residential accommodation within a retirement community, whether or not the entitlement of a participant to be provided with such accommodation derives from a proprietary interest held by the participant in the premises where the accommodation is provided, but does not include a time‑sharing scheme.

return of particulars for a company, registered scheme or notified foreign passport fund means a statement given by ASIC that contains any or all of the following:

(a) some or all of the particulars in relation to the company, scheme or fund that are recorded in a register that ASIC maintains, or ensures is maintained, under subsection 1214(1) or 1274(1);

(b) a requirement to provide a particular under section 348B;

review auditor has the meaning given by section 324AF.

review date has the meaning given by section 345A.

review fee has the same meaning as in the Corporations (Review Fees) Act 2003.

review period for a target market determination has the meaning given by subsection 994A(1).

review triggers for a target market determination has the meaning given by paragraph 994B(5)(d).

revised claims, fees and costs estimate has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy Act 2023.

revoke, in relation to an accounting standard, means, in the case of a provision of an accounting standard, vary the last‑mentioned accounting standard by omitting the provision.

rights issue has the meaning given by subsections 9A(1) and (2).

risk insurance product means a financial product described in paragraph 764A(1)(d) or (e).

Note: See also general insurance product, insurance product and life risk insurance product.

RSA has the same meaning as in the Retirement Savings Accounts Act 1997.

Note: RSA is short for retirement savings account.

RSA provider has the same meaning as in the Retirement Savings Accounts Act 1997.

Note: RSA is short for retirement savings account.

RSE licensee has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

Note: RSE is short for registrable superannuation entity.

RSE licensee law has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

RSE remuneration report means the section of the directors’ report for a financial year for a registrable superannuation entity that is included under subsection 300C(1).

rules of court means:

(a) rules of the Federal Court; or

(b) rules of a State or Territory Supreme Court; or

as the case requires.

sale:

(a) in relation to an annuity policy—has the meaning given by section 761A; and

(b) of a financial product, for the purposes of Part 7.8A (design and distribution requirements) and Part 7.9 (financial product disclosure)—has the meaning given by subsection 1010C(1).

Note: Section 1010C applies for the purposes of Part 7.8A: see subsection 994A(3).

sale situation has the meaning given by paragraph 1012C(2)(a).

sale Statement has the meaning given by subsection 1013A(2).

scheme property of a registered scheme means:

(a) contributions of money or money’s worth to the scheme; and

(b) money that forms part of the scheme property under provisions of this Act or the ASIC Act; and

(d) property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b) or (c); and

(e) income and property derived, directly or indirectly, from contributions, money or property referred to in paragraph (a), (b), (c) or (d).

Note 1: Paragraph (a)—if what a member contributes to a scheme is rights over property, the rights in the property that the member retains do not form part of the scheme property.

Note 2: For provisions that are relevant to paragraph (b), see subsections 177(4), 1317HA(1A), 1317HB(3) and 1317HD(3) of this Act and subsection 93A(5) of the ASIC Act.

scrip means documents that are, or are documents of title to, securities.

secrecy provision has the meaning given by subsection 1270M(2).

section 486B warrant means a warrant issued under section 486B.

section 513CA day has the meaning given by section 513CA.

section 513C day, in relation to the administration of a company, has the meaning given by section 513C.

section 1020B products has the meaning given by subsection 1020B(1).

secured creditor:

(a) of a corporation—means a creditor of the corporation, if the debt owing to the creditor is secured by a security interest; and

(b) of a sub‑fund of a CCIV—means a secured creditor of the CCIV, if the debt owing to the creditor is, to any extent, a liability of the sub‑fund.

secured party, in relation to a security interest, means:

(a) if the security interest is a PPSA security interest—a secured party within the meaning of the Personal Property Securities Act 2009; or

(b) if the security interest is not a PPSA security interest, but consists of a charge, lien or pledge in relation to the property—a chargee (including a person in whose favour a charge is to be given or executed, whether on demand or otherwise, under an agreement), lienee or pledgee in relation to the charge, lien or pledge.

Note: Security interests are either PPSA security interests, or charges, liens or pledges: see security interest.

securities has the meaning given by section 92.

securities lending arrangement (except for the purposes of Chapter 8A) has the meaning given by section 1020AA.

security interest means:

(a) a PPSA security interest; or

(b) a charge, lien or pledge.

SEGC (short for Securities Exchanges Guarantee Corporation) has the meaning given by section 880B.

selective buy‑back means a buy‑back that is none of the following:

(a) a buy‑back under an equal access scheme within the meaning of subsections 257B(2) and (3);

(b) a minimum holding buy‑back;

(d) an employee share buy‑back.

selective reduction has the meaning given by subsection 256B(2).

Note: For the purposes of applying this definition to an MCI mutual entity, see subsection 258G(2).

self managed superannuation fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

senior manager:

(a) in relation to a corporation—means a person (other than a director or secretary of the corporation) who:

(i) makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or

(ii) has the capacity to affect significantly the corporation’s financial standing; and

(b) in relation to a partnership—means a person (other than a partner) who:

(i) makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the partnership; or

(ii) has the capacity to affect significantly the partnership’s financial standing; and

(i) makes, or participates in making, decisions that affect the whole, or a substantial part, of the business or affairs of the trust; or

(ii) has the capacity to affect significantly the financial standing of the trust; and

(d) in relation to a joint venture—means a person (other than a director or secretary of a corporation participating in the joint venture) who:

(i) makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the joint venture; or

(ii) has the capacity to affect significantly the financial standing of the joint venture.

sent, in relation to an electronic communication, has a meaning (except in Chapters 6 and 6A) affected by section 105A.

serious fraud means an offence involving fraud or dishonesty, being an offence:

(a) against an Australian law or any other law; and

(b) punishable by imprisonment for life or for a period, or maximum period, of at least 3 months.

shareholder:

(a) in Part 2J.1 (share capital reductions and share buy‑backs)—has a meaning affected by section 258G (about MCI mutual entities); and

(b) in Part 2J.3 (transactions affecting share capital)—has a meaning affected by section 260DA (about MCI mutual entities).

shares: see number of shares.

sheriff includes a person charged with the execution of a writ or other process.

significant financial benchmark has the meaning given by section 908AC.

simple corporate bonds has the meaning given by section 713A.

simple corporate bonds depository interest means a beneficial interest in simple corporate bonds, where the interest is or was issued by a simple corporate bonds depository nominee (as a simple corporate bonds depository nominee).

simple corporate bonds depository nominee means a person who:

(a) issues to someone else one or more beneficial interests in simple corporate bonds that the person:

(i) owns legally; or

(ii) would own beneficially, apart from the issue of those interests; or

(iii) has a beneficial interest in; and

(b) does so with the agreement of the body that issued the bonds.

simplified liquidation process has the meaning given by section 500AE.

sinking fund policy has the same meaning as in the Life Insurance Act 1995.

small company limited by guarantee has the meaning given by section 45B.

small proprietary company has the meaning given by subsection 45A(2).

solvency resolution means a resolution by the directors of a company as to whether or not, in their opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

solvent:

(a) in relation to a person—has the meaning given by subsection 95A(1); and

(b) in relation to a sub‑fund of a CCIV—has the meaning given by subsection 1231A(2).

special resolution means:

(a) in relation to a company—a resolution of the company that complies with section 250MA; or

(b) in relation to a registered scheme, a CCIV or a sub‑fund of a CCIV—a resolution of the members of the registered scheme that complies with subsection 253LA(1).

specified, in relation to a penalty for an offence, has the meaning given by section 1311E.

spill meeting has the meaning given by subsection 250V(1).

spill resolution has the meaning given by subsection 250V(1).

spouse of a person includes a de facto partner of the person within the meaning of the Acts Interpretation Act 1901.

staff member, in relation to ASIC, means a person who is a staff member for the purposes of the ASIC Act.

standard employer‑sponsor has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

standard employer‑sponsored fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

standard employer‑sponsored member has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

standard margin lending facility has the meaning given by subsection 761EA(2).

standard opening hours means 10 am to 12 noon and 2 pm to 4 pm each business day.

State, when used in a geographical sense, includes the coastal sea of the State.

State Fair Trading Act means the following Acts for each State and Territory:

State Fair Trading Acts
	State or Territory	Act
1	New South Wales	Fair Trading Act 1987
2	Victoria	Fair Trading Act 1999
3	Queensland	Fair Trading Act 1989
4	South Australia	Fair Trading Act 1987
5	Western Australia	Fair Trading Act 1987
6	Tasmania	Fair Trading Act 1990
7	Northern Territory	Consumer Affairs and Fair Trading Act 1990
8	Australian Capital Territory	Fair Trading Act 1992

State Family Court, in relation to a State, means a court of that State to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.

Statement of Advice means a Statement of Advice required by section 946A to be given in accordance with Subdivisions C and D of Division 3 of Part 7.7.

State or Territory court means:

(a) a court of a State, the Australian Capital Territory or the Northern Territory; or

(b) the Supreme Court of Norfolk Island.

State or Territory Supreme Court means any of the following:

(a) the Supreme Court of a State;

(b) the Supreme Court of the Australian Capital Territory;

(d) the Supreme Court of Norfolk Island.

statutory demand means:

(a) a document that is, or purports to be, a demand served under section 459E; or

(b) such a document as varied by an order under subsection 459H(4).

statutory minimum means:

(a) if an amount greater than $2,000 is prescribed—the prescribed amount; or

(b) otherwise—$2,000.

statutory period means:

(a) if a period longer than 21 days is prescribed—the prescribed period; or

(b) otherwise—21 days.

sub‑fund:

(a) of a CCIV—has the meaning given by subsection 1222Q(1); and

(b) in relation to a regulated CIS—has the same meaning as in the Passport Rules for this jurisdiction.

subject to an infringement notice under Part 9.4AB has a meaning given by section 1317DAN.

subscriber, in relation to an approved code of conduct:

(a) means a person or entity that agrees, in a way required by the applicant for the code’s approval, to be bound by the code; and

(b) if a person or entity no longer agrees to be bound by the code—includes the person or entity during the period that the person or entity did agree to be so bound.

subsection 1337B(3) proceeding means a proceeding with respect to a matter referred to in subsection 1337B(3).

sub‑sector has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy Act 2023.

sub‑sector levy cap has the same meaning as in the Financial Services Compensation Scheme of Last Resort Levy Act 2023.

subsidiary, in relation to a body corporate, means a body corporate that is a subsidiary of the first‑mentioned body by virtue of Division 6.

substantial holding: a person has a substantial holding in a body corporate, listed registered scheme or listed notified foreign passport fund, if:

(a) the total votes attached to voting shares in the body or voting interests in the scheme or fund, in which they or their associates:

(i) have relevant interests; and

(ii) would have a relevant interest but for subsection 609(6) (market traded options and derivatives), 609(7) (conditional agreements) or 609(9B) (securities escrowed under listing rules) or section 609B (securities subject to escrow agreement in connection with initial public offer etc.);

is 5% or more of the total number of votes attached to voting shares in the body or interests in the scheme or fund; or

(b) the person has made a takeover bid for voting shares in the body or voting interests in the scheme, and the bid period has started and not yet ended.

Note 1: For relevant interest, see section 608.

Note 2: Paragraph (b) does not apply in relation to a notified foreign passport fund.

substantial interest has a meaning affected by section 602A.

substantial part, in relation to activities, includes the whole of those activities.

superannuation complaint has the meaning given by section 1053.

superannuation entity has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

superannuation guarantee charge has the same meaning as in the Superannuation Guarantee (Administration) Act 1992.

superannuation guarantee shortfall has the same meaning as in the Superannuation Guarantee (Administration) Act 1992.

superannuation product means a superannuation interest within the meaning of the Superannuation Industry (Supervision) Act 1993.

superannuation provider means a person who is a superannuation provider within the meaning of:

(a) the Superannuation Contributions Tax (Assessment and Collection) Act 1997; or

(b) the Superannuation Contributions Tax (Members of Constitutionally Protected Superannuation Funds) Assessment and Collection Act 1997.

superannuation trustee service that a person provides has the meaning given by section 766H.

superior court means the Federal Court of Australia, the Supreme Court of a State or Territory, the Federal Circuit and Family Court of Australia (Division 1) or a State Family Court.

superior court matter means a civil matter that this Act clearly intends (for example, by use of the expression the Court) to be dealt with only by a superior court.

supervisor of a provisional relevant provider has the meaning given by subsection 921F(2).

Supplementary Financial Services Guide has the meaning given by section 943A.

Supplementary Product Disclosure Statement has the meaning given by section 1014A.

suspended, in relation to a CSF offer, has the meaning given by subsection 738N(6).

suspension period, in relation to a registration suspension order, has the meaning given by paragraph 921L(1)(b).

takeover bid means an off‑market bid or market bid made under Chapter 6.

takeover contract means a contract that results from the acceptance of an offer made under a takeover bid.

Takeovers Panel means the Takeovers Panel continued in existence by section 261 of the ASIC Act.

target for a takeover bid means the company, listed body or managed investment scheme whose securities are to be acquired under the bid.

target market for a financial product means the class of retail clients described in the target market determination for the product under paragraph 994B(5)(b).

target market determination means a determination that:

(a) is made as required by section 994B; and

(b) meets the requirements of subsections 994B(5) and (8).

target’s statement means a target’s statement under sections 638 to 640 as supplemented.

taxation law has the same meaning as in the Income Tax Assessment Act 1997.

tax (financial) advice service has the same meaning as in the Tax Agent Services Act 2009.

Tax Practitioners Board means the Tax Practitioners Board established by section 60‑5 of the Tax Agent Services Act 2009.

Territory:

(a) means the following:

(i) the Australian Capital Territory;

(ii) the Jervis Bay Territory;

(iii) the Northern Territory;

(iv) Norfolk Island;

(v) the Territory of Christmas Island;

(vi) the Territory of Cocos (Keeling) Islands; and

(b) when used in a geographical sense—includes the Territory’s coastal sea (if any).

Note: The term external Territory is defined in this subsection to be any Territory, other than a Territory covered by this definition, that is referred to in section 122 of the Constitution, where an Act makes provision for the government of the Territory as a Territory.

this Act includes the regulations, the Insolvency Practice Rules and the Passport Rules for this jurisdiction.

this jurisdiction means the geographical area that consists of:

(a) each referring State (including its coastal sea); and

(b) each Territory (including its coastal sea, if any); and

(d) also, for the purposes of the application of a provision of Chapter 7 or an associated provision (as defined in section 5)—any external Territory in which the provision applies because of subsection 5(9) (but only to the extent provided for in that subsection).

time‑sharing scheme means a scheme, undertaking or enterprise, whether in Australia or elsewhere:

(a) participants in which are, or may become, entitled to use, occupy or possess, for 2 or more periods during the period for which the scheme, undertaking or enterprise is to operate, property to which the scheme, undertaking or enterprise relates; and

(b) that is to operate for a period of not less than 3 years.

title document for a financial product has the meaning given by section 761A.

trade, in relation to financial products, in relation to a financial market, includes:

(a) make or accept on that financial market an offer to dispose of, acquire or exchange the financial products; and

(b) make on that financial market an offer or invitation that is intended, or may reasonably be expected, to result in the making or acceptance of an offer to dispose of, acquire or exchange the financial products.

trading day of a financial market means a day on which the market is open for trading in financial products.

traditional trustee company services has the meaning given by subsection 601RAC(1).

transaction, in Part 5.7B, in relation to a body corporate or Part 5.7 body, means a transaction to which the body is a party, for example (but without limitation):

(a) a conveyance, transfer or other disposition by the body of property of the body; and

(b) a security interest granted by the body in its property (including a security interest in the body’s PPSA retention of title property); and

(d) a payment made by the body; and

(e) an obligation incurred by the body; and

(f) a release or waiver by the body; and

(g) a loan to the body;

and includes such a transaction that has been completed or given effect to, or that has terminated.

transfer of a financial product, in Divisions 3 (transfer of certain securities) and 4 (transfer of certain financial products) of Part 7.11, has the meaning given by section 1073B.

transfer determination has the meaning given by subsection 601WBA(1).

transferring company has the meaning given by subsection 601WBA(1).

transmission means a transmission, by means of electric or electromagnetic energy, of:

(a) sounds, including speech and music; or

(b) visual images; or

(c) signals for the communication, whether as between persons and persons, persons and things or things and things, of any matter otherwise than in the form of sounds or visual images; or

(d) signals for the actuation or control of machinery or apparatus.

transparency, in relation to a document, means:

(a) a developed negative or positive photograph of that document (in this definition called an original photograph) made, on a transparent base, by means of light reflected from, or transmitted through, the document; or

(b) a copy of an original photograph made by the use of photo‑sensitive material (being photo‑sensitive material on a transparent base) placed in surface contact with the original photograph; or

(c) any one of a series of copies of an original photograph, the first of the series being made by the use of photo‑sensitive material (being photo‑sensitive material on a transparent base) placed in surface contact with a copy referred to in paragraph (b), and each succeeding copy in the series being made, in the same manner, from any preceding copy in the series.

transparency reporting auditor has the meaning given by subsection 332(1).

transparency reporting year has the meaning given by subsection 332(2).

Tribunal means the Administrative Appeals Tribunal.

triggering event has the meaning given by section 500AAA.

trustee:

(a) in relation to a superannuation entity—means the person who is the trustee of the entity for the purposes of the Superannuation Industry (Supervision) Act 1993; or

(b) in relation to the scheme provided for by the Australian Defence Force Cover Act 2015—means CSC (within the meaning of the Governance of Australian Government Superannuation Schemes Act 2011).

trustee company has the meaning given by subsection 601RAB(1).

trustee company provisions has the meaning given by section 601RAE.

ultimate holding company, in relation to a body corporate, means a body corporate that:

(a) is a holding company of the first‑mentioned body; and

(b) is itself a subsidiary of no body corporate.

unacceptable control situation:

(a) in relation to a licensed trustee company or a proposed licensed trustee company—has the meaning given by section 601VAA; and

(b) in relation to a widely held market body—has the meaning given by subsection 850B(1).

unclaimed property means:

(a) property paid or transferred to ASIC under a provision of this Act that provides for property to be transferred, or for the Court to direct that property be transferred, to ASIC to be dealt with under Part 9.7; or

(b) any other property that a provision of this Act provides for ASIC to deal with under Part 9.7; or

(d) an accretion to, or substitution for, property that is unclaimed property because of any other application or applications of this definition.

uncommercial transaction has the meaning given by section 588FB.

underlying securities means:

(a) in relation to an option over securities—those securities; and

(b) in relation to scrip that is constituted by documents that are, or are documents of title to, securities—those securities.

undertaking, in relation to a managed investment scheme, means the undertaking, scheme, enterprise, contract or arrangement to which the scheme relates.

underwrite includes sub‑underwrite.

unfair loan has the meaning given by section 588FD.

unfair preference has the meaning given by section 588FA.

unit, in relation to a share, debenture or other interest, means a right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever term called, and includes an option to acquire such a right or interest in the share, debenture or other interest.

unlimited company means a company whose members have no limit placed on their liability.

unreasonable director‑related transaction has the meaning given by section 588FDA.

unsecured, in relation to a debt, has in Part 5.7B a meaning affected by section 588D.

unsolicited contact has the meaning given by subsection 992A(4).

value, in relation to an asset, includes amount.

virtual meeting technology means any technology that allows a person to participate in a meeting without being physically present at the meeting.

volume‑based shelf‑space fee has a meaning affected by section 964A.

voluntary transfer determination has the meaning given by subsection 601WBA(1).

voting interest, in relation to a managed investment scheme (including a notified foreign passport fund), means an issued interest in the scheme that confers a right to vote, not being a right to vote that is exercisable only in one or more of the following circumstances:

(a) on a proposal that affects rights attached to the interests;

(b) on a proposal to wind up the scheme;

(d) during the winding up of the scheme.

voting power in a body or managed investment scheme has the meaning given by section 610.

voting share in a body corporate means an issued share in the body that carries any voting rights beyond the following:

(a) a right to vote while a dividend (or part of a dividend) in respect of the share is unpaid;

(b) a right to vote on a proposal to reduce the body’s share capital;

(d) a right to vote on a proposal that affects the rights attached to the share;

(e) a right to vote on a proposal to wind the body up;

(f) a right to vote on a proposal for the disposal of the whole of the body’s property, business and undertaking;

(g) a right to vote during the body’s winding up.

wages, in relation to a company, means amounts payable to or in respect of an employee of the company (whether the employee is remunerated by salary, wages, commission or otherwise) under an industrial instrument, including amounts payable by way of allowance or reimbursement but excluding amounts payable in respect of leave of absence.

wholesale CCIV has the meaning given by subsection 1222J(2).

wholesale client has the meaning given by section 761G.

wholly‑owned subsidiary, in relation to a body corporate, means a body corporate none of whose members is a person other than:

(a) the first‑mentioned body; or

(b) a nominee of the first‑mentioned body; or

(i) the first‑mentioned body; or

(ii) a nominee of the first‑mentioned body; or

(d) a nominee of such a subsidiary.

widely held market body has the meaning given by section 850A.

will includes a codicil and any other testamentary writing.

winding up by the Court includes winding up in insolvency.

winding up provisions has the meaning given by subsection 1237B(2).

within authority, in Division 6 (liability of financial services licensees for representatives) of Part 7.6, has a meaning given by subsections 917A(2) and (3).

wound up by the Court includes wound up in insolvency.

9AA Certain family relationships

For the purposes of this Act, relationships (including the relationship of being family) are taken to include:

(a) relationships between de facto partners (within the meaning of the Acts Interpretation Act 1901); and

(b) relationships of child and parent that arise:

(i) if someone is an exnuptial or adoptive child of a person; or

(ii) if someone is the child of a person because of the definition of child in this Act; and

9AB Meaning of asset

(1) An asset (except in relation to a sub‑fund of a CCIV) is property, or a right, of any kind, and includes:

(a) any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible, in real or personal property) of any kind; and

(b) any chose in action; and

(c) any right, interest or claim of any kind including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and

(d) any CGT asset within the meaning of the Income Tax Assessment Act 1997.

(2) The assets of a financial services licensee are all the licensee’s assets (as defined in subsection (1)), whether or not the assets are used in connection with the licensee’s Australian financial services licence.

(3) An asset of a sub‑fund of a CCIV has the meaning given by section 1233H.

9AC Meaning of director

(1) A director of a company or other body is:

(a) a person who:

(i) is appointed to the position of a director; or

(ii) is appointed to the position of an alternate director and is acting in that capacity;

regardless of the name that is given to their position; and

(b) unless the contrary intention appears, a person who is not validly appointed as a director if:

(i) they act in the position of a director; or

(ii) the directors of the company or body are accustomed to act in accordance with the person’s instructions or wishes (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the directors or the corporation).

Note: Examples of provisions for which a person would not be a director because of paragraph (b) of this subsection include:

(a) section 205B (notice to ASIC of change of address); and

(b) section 249C (power to call meetings of a company’s members); and

(2) In Part 5.1 (arrangements and reconstructions), the meaning of directors (as defined in subsection (1)) is affected by section 410.

(3) For the purposes of Chapter 2M, a director of a registrable superannuation entity is:

(a) if the RSE licensee for the entity is a constitutional corporation (within the meaning of the Superannuation Industry (Supervision) Act 1993) or a body corporate—a director of the constitutional corporation or body corporate; or

(b) if the RSE licensee for the entity is a group of individual trustees—each of those trustees.

9AD Meaning of officer

(1) An officer of a corporation (other than a CCIV) is:

(a) a director or secretary of the corporation; or

(b) a person:

(i) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or

(ii) who has the capacity to affect significantly the corporation’s financial standing; or

(iii) in accordance with whose instructions or wishes the directors of the corporation are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the directors or the corporation); or

(d) an administrator of the corporation; or

(e) an administrator of a deed of company arrangement executed by the corporation; or

(f) a restructuring practitioner for the corporation; or

(g) a restructuring practitioner for a restructuring plan made by the corporation; or

(h) a liquidator of the corporation; or

(i) a trustee or other person administering a compromise or arrangement made between the corporation and someone else.

Note: Section 201B contains rules about who can be a director of a corporation.

(2) An officer of a corporation that is a CCIV has the meaning given by section 1224B.

(3) Subject to subsection (4), an officer of an entity that is neither an individual nor a corporation is:

(a) if the entity is a partnership—a partner in the partnership; or

(b) if the entity is an unincorporated association—an office holder of the unincorporated association; or

(i) who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the entity; or

(ii) who has the capacity to affect significantly the entity’s financial standing.

(4) For the purposes of Chapter 2M, an officer of a registrable superannuation entity is:

(a) if the RSE licensee for the entity is a constitutional corporation (within the meaning of the Superannuation Industry (Supervision) Act 1993) or a body corporate—an officer of the constitutional corporation or body corporate; or

(b) if the RSE licensee for the entity is a group of individual trustees:

(i) each of those trustees; or

(ii) a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the entity; or

(iii) a person who has the capacity to affect significantly the entity’s financial standing.

9A Meaning of rights issue

(1) A rights issue is an offer of a body’s securities for issue in respect of which the following conditions are met:

(a) the securities being offered for issue are in a particular class;

(b) either:

(i) the offer is made to every person who holds securities in that class to issue them, or their assignee, with the percentage of the securities to be issued that is the same as the percentage of the securities in that class that they hold before the offer; or

(ii) if the conditions in subsection (3) are met—such an offer is made to every person with a registered address in Australia or New Zealand who holds securities in that class;

(2) A rights issue is an offer of interests in a registered scheme or notified foreign passport fund for issue in respect of which the following conditions are met:

(a) the interests being offered for issue are in a particular class;

(b) either:

(i) the offer is made to every person who holds interests in that class to issue them, or their assignee, with the percentage of the interests to be issued that is the same as the percentage of the interests in that class that they hold before the offer; or

(ii) if the conditions in subsection (3) are met—such an offer is made to every person with a registered address in Australia or New Zealand who holds interests in that class;

(3) The conditions in this subsection are met if:

(a) the offering entity decides that it is unreasonable to offer securities or interests (as the case requires) for issue to persons (the non‑residents) with a registered address in a place outside Australia or New Zealand, after taking into account the following matters:

(i) the number of non‑residents, in that place, to whom offers would otherwise be made;

(ii) the number and value of the securities or interests that would otherwise be offered for issue;

(iii) the cost of complying with the laws, and any requirements of any regulatory authority, of the place where the securities or interests would otherwise be offered for issue; and

(b) the offering entity:

(i) sends details of the offer to each non‑resident in that place; and

(ii) advises each non‑resident in that place that the non‑resident will not be offered the securities or interests; and

(c) if the invitation to apply for, or the right to be issued with, the securities or interests is able to be assigned—the offering entity:

(i) advises each non‑resident in that place that a nominee will be appointed to sell the invitation or right that would otherwise have been offered to the non‑resident; and

(ii) advises each non‑resident that the nominee will send the non‑resident any net proceeds from the sale of that invitation or those rights; and

(iii) appoints a nominee in Australia to carry out the obligations referred to in subparagraphs (i) and (ii).

(3A) For the purposes of subsection (3), offering entity means the following:

(a) in relation to an offer of securities in a body that is not a registered scheme or a notified foreign passport fund—the body;

(b) in relation to an offer of interests in a registered scheme—the responsible entity of the scheme;

(4) For the purposes of this section, a reference to an offer of securities includes a reference to an invitation to apply for the issue of securities.

9B Meaning of remuneration recommendation

(1) A remuneration recommendation is:

(a) a recommendation about either or both of the following:

(i) how much the remuneration should be;

(ii) what elements the remuneration should have;

for one or more members of the key management personnel for a company; or

(b) a recommendation or advice about a matter or of a kind prescribed by the regulations.

(2) None of the following is a remuneration recommendation (even if it would otherwise be covered by subsection (1)):

(a) advice about the operation of the law (including tax law);

(b) advice about the operation of accounting principles (for example, about how options should be valued);

(d) the provision of facts;

(e) the provision of information of a general nature relevant to all employees of the company;

(f) a recommendation, or advice or information, of a kind prescribed by the regulations.

(3) Subsection (2) does not limit the things that are not remuneration recommendations, nor does it mean that something specified in that subsection would otherwise be a remuneration recommendation within the meaning of subsection (1).

(4) ASIC may by writing declare that subsection (1) does not apply to a specified recommendation or specified advice, but may do so only if ASIC is satisfied that it would be unreasonable in the circumstances for the advice or recommendation to be a remuneration recommendation. The declaration has effect accordingly. The declaration is not a legislative instrument.

Division 2—Meaning of associate

10 Effect of Division

(1) This Division has effect for the purposes of interpreting a reference (in this Division called the associate reference), in relation to a person (in this Division called the primary person), to an associate.

(2) A person is not an associate of the primary person except as provided in this Division.

(3) Nothing in this Division limits the generality of anything else in it.

11 Associates of bodies corporate

If the primary person is a body corporate, the associate reference includes a reference to:

(a) a director or secretary of the body; and

(b) a related body corporate; and

12 References in Chapters 6 to 6C, and other references relating to voting power and takeovers etc.

(1) Subject to subsection 16(1), but despite anything else in this Part, this section applies for the purposes of interpreting a reference to an associate (the associate reference), in relation to a designated body, if:

(a) the reference occurs in a provision of Chapter 6, 6A, 6B or 6C; or

(b) the reference occurs in a provision outside those Chapters that relates to any of the following matters:

(i) the extent, or restriction, of a power to exercise, or to control the exercise of, the votes attached to voting shares in the designated body;

(ii) the primary person’s voting power in the designated body;

(iii) relevant interests in securities in the designated body;

(iv) a substantial holding in the designated body;

(v) a takeover bid for securities in the designated body;

(vi) the compulsory acquisition, or compulsory buy‑out, of securities in the designated body.

(2) For the purposes of the application of the associate reference in relation to the designated body, a person (the second person) is an associate of the primary person if, and only if, one or more of the following paragraphs applies:

(a) the primary person is a body corporate and the second person is:

(i) a body corporate the primary person controls; or

(ii) a body corporate that controls the primary person; or

(iii) a body corporate that is controlled by an entity that controls the primary person;

(b) subject to subsection (2A), the second person is a person with whom the primary person has, or proposes to enter into, a relevant agreement for the purpose of controlling or influencing the composition of the designated body’s board or the conduct of the designated body’s affairs;

(c) subject to subsection (2A), the second person is a person with whom the primary person is acting, or proposing to act, in concert in relation to the designated body’s affairs.

(2A) For the purposes of paragraphs (2)(b) and (c), the second person is not an associate of the primary person in relation to a designated body merely because:

(a) they have entered or propose to enter into a relevant agreement; and

(b) one of them has or will have a right under the relevant agreement (whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition) to dispose of securities in the designated body or control the exercise of a power to dispose of the securities.

(3) For the purposes of the application of this section in relation to a designated body that is a managed investment scheme:

(a) a reference to controlling or influencing the composition of the designated body’s board is taken to be a reference to controlling or influencing:

(i) if the scheme is a registered scheme—whether a particular company becomes or remains the scheme’s responsible entity; or

(ii) if the scheme is not a registered scheme—whether a particular person is appointed, or remains appointed, to the office (by whatever name it is known) in relation to the scheme that corresponds most closely to the office of responsible entity of a registered scheme; and

(b) a reference to voting shares in the designated body is taken to be a reference to voting interests in the managed investment scheme.

(4) In relation to a matter relating to securities in a designated body, a person may be an associate of the body and the body may be an associate of the person.

(5) In this section:

designated body means:

(a) a body; or

(b) a managed investment scheme.

13 References in Chapter 7

If the associate reference occurs in Chapter 7, it includes a reference to:

(a) a person in partnership with whom the primary person carries on a financial services business; and

(b) subject to subsection 16(2), a person who is a partner of the primary person otherwise than because of carrying on a financial services business in partnership with the primary person; and

(c) a trustee of a trust in relation to which the primary person benefits, or is capable of benefiting, otherwise than because of transactions entered into in the ordinary course of business in connection with the lending of money; and

(d) a director of a body corporate of which the primary person is also a director and that carries on a financial services business; and

(e) subject to subsection 16(2), a director of a body corporate of which the primary person is also a director and that does not carry on a financial services business.

15 General

(1) The associate reference includes a reference to:

(a) a person in concert with whom the primary person is acting, or proposes to act; and

(b) a person who, under the regulations, is, for the purposes of the provision in which the associate reference occurs, an associate of the primary person; and

(c) a person with whom the primary person is, or proposes to become, associated, whether formally or informally, in any other way;

in respect of the matter to which the associate reference relates.

(2) If the primary person has entered, or proposes to enter, into a transaction, or has done, or proposes to do, any act or thing, in order to become associated with another person as mentioned in an applicable provision of this Division, the associate reference includes a reference to that other person.

16 Exclusions

(1) A person is not an associate of another person by virtue of section 12 or subsection 15(1), or by virtue of subsection 15(2) as it applies in relation to section 12 or subsection 15(1), merely because of one or more of the following:

(a) one gives advice to the other, or acts on the other’s behalf, in the proper performance of the functions attaching to a professional capacity or a business relationship;

(b) one, a client, gives specific instructions to the other, whose ordinary business includes dealing in financial products, to acquire financial products on the client’s behalf in the ordinary course of that business;

(d) one has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a body corporate.

(2) For the purposes of proceedings under this Act in which it is alleged that a person was an associate of another person by virtue of paragraph 13(b) or (e), the first‑mentioned person is not taken to have been an associate of the other person in relation to a matter by virtue of that paragraph unless it is proved that the first‑mentioned person knew, or ought to have known, at that time, the material particulars of that matter.

17 Associates of composite person that carries on a financial services business

A reference to an associate, in relation to an entity (other than a body corporate) that carries on a financial services business, is, if 2 or more persons constitute the entity, a reference to an associate of any of those persons.

Division 3—Carrying on business

18 Carrying on business: otherwise than for profit

A reference to a person carrying on business, carrying on a business, or carrying on a business of a particular kind, includes a reference to the person carrying on business, carrying on a business, or carrying on a business of that kind, as the case may be:

(a) in any case—otherwise than for profit; or

(b) in the case of a body corporate—otherwise than for the profit of the members or corporators of the body.

19 Businesses of a particular kind

A reference to a business of a particular kind includes a reference to a business of that kind that is part of, or is carried on in conjunction with, any other business.

20 Carrying on a business: alone or together with others

A reference in this Act to a person carrying on a business, or a business of a particular kind, is a reference to the person carrying on a business, or a business of that kind, whether alone or together with any other person or persons.

21 Carrying on business in Australia or a State or Territory

(1) A body corporate that has a place of business in Australia, or in a State or Territory, carries on business in Australia, or in that State or Territory, as the case may be.

(2) A reference to a body corporate carrying on business in Australia, or in a State or Territory, includes a reference to the body:

(a) establishing or using a share transfer office or share registration office in Australia, or in the State or Territory, as the case may be; or

(b) administering, managing, or otherwise dealing with, property situated in Australia, or in the State or Territory, as the case may be, as an agent, legal personal representative or trustee, whether by employees or agents or otherwise.

(3) Despite subsection (2), a body corporate does not carry on business in Australia, or in a State or Territory, merely because, in Australia, or in the State or Territory, as the case may be, the body:

(a) is or becomes a party to a proceeding or effects settlement of a proceeding or of a claim or dispute; or

(b) holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs; or

(d) effects a sale through an independent contractor; or

(e) solicits or procures an order that becomes a binding contract only if the order is accepted outside Australia, or the State or Territory, as the case may be; or

(f) creates evidence of a debt, or creates a security interest in property, including PPSA retention of title property of the body; or

(g) secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts; or

(h) conducts an isolated transaction that is completed within a period of 31 days, not being one of a number of similar transactions repeated from time to time; or

(j) invests any of its funds or holds any property.

(4) In working out whether someone carries on a financial services business disregard paragraph (3)(e).

Note: See also section 911D for when a financial services business is taken to be carried on in this jurisdiction.

Division 5A—Types of company

45A Meaning of proprietary company, small proprietary company and large proprietary company

(1) A proprietary company is a company that is registered as, or converts to, a proprietary company under this Act.

Note 1: A proprietary company can be registered under section 118 or 601BD. A company can convert to a proprietary company under Part 2B.7.

Note 2: A proprietary company needs to be limited by shares or be an unlimited company with a share capital (see subsection 112(1)).

Note 3: A proprietary company needs to:

(a) have no more than 50 shareholders, although employee shareholders and shareholders connected with CSF offers do not count for this purpose; and

(b) not do anything to require disclosure to investors under Chapter 6D (except in limited circumstances);

(see section 113).

Small proprietary company

(2) A proprietary company is a small proprietary company for a financial year if it satisfies at least 2 of the following paragraphs:

(a) the consolidated revenue for the financial year of the company and the entities it controls (if any) is less than $25 million, or any other amount prescribed by the regulations for the purposes of this paragraph;

(b) the value of the consolidated gross assets at the end of the financial year of the company and the entities it controls (if any) is less than $12.5 million, or any other amount prescribed by the regulations for the purposes of this paragraph;

(c) the company and the entities it controls (if any) have fewer than 50, or any other number prescribed by the regulations for the purposes of this paragraph, employees at the end of the financial year.

Note: A small proprietary company generally has reduced financial reporting requirements (see subsection 292(2)).

Large proprietary company

(3) A proprietary company is a large proprietary company for a financial year if it satisfies at least 2 of the following paragraphs:

(a) the consolidated revenue for the financial year of the company and the entities it controls (if any) is $25 million, or any other amount prescribed by the regulations for the purposes of paragraph (2)(a), or more;

(b) the value of the consolidated gross assets at the end of the financial year of the company and the entities it controls (if any) is $12.5 million, or any other amount prescribed by the regulations for the purposes of paragraph (2)(b), or more;

(c) the company and the entities it controls (if any) have 50, or any other number prescribed by the regulations for the purposes of paragraph (2)(c), or more employees at the end of the financial year.

When a company controls an entity

(4) For the purposes of this section, the question whether a proprietary company controls an entity is to be decided in accordance with the accounting standards made for the purposes of paragraph 295(2)(b) (even if the standards do not otherwise apply to the company).

Counting employees

(5) In counting employees for the purposes of subsections (2) and (3), take part‑time employees into account as an appropriate fraction of a full‑time equivalent.

Accounting standards

(6) Consolidated revenue and the value of consolidated gross assets are to be calculated for the purposes of this section in accordance with accounting standards in force at the relevant time (even if the standard does not otherwise apply to the financial year of some or all of the companies concerned).

45B Meaning of small company limited by guarantee

(1) A company is a small company limited by guarantee in a particular financial year if:

(a) it is a company limited by guarantee for the whole of the financial year; and

(b) it is not a deductible gift recipient (within the meaning of the Income Tax Assessment Act 1997) at any time during the financial year; and

(i) where the company is not required by the accounting standards to be included in consolidated financial statements—the revenue of the company for the financial year is less than the threshold amount; or

(ii) where the company is required by the accounting standards to be included in consolidated financial statements—the consolidated revenue of the consolidated entity for the financial year is less than the threshold amount; and

(d) it is not one of the following:

(i) a Commonwealth company for the purposes of the Public Governance, Performance and Accountability Act 2013;

(ii) a subsidiary of a Commonwealth company for the purposes of that Act;

(iii) a subsidiary of a corporate Commonwealth entity for the purposes of that Act; and

(e) it has not been a transferring financial institution of a State or Territory within the meaning of clause 1 of Schedule 4 to this Act; and

(f) it is not a company that is permitted to use the expression building society, credit society or credit union under section 66 of the Banking Act 1959 at any time during the financial year.

(2) The threshold amount, for the purposes of subparagraphs (1)(c)(i) and (ii), is $250,000, or any other amount prescribed by the regulations for the purposes of this subsection.

(3) Revenue and consolidated revenue are to be calculated for the purposes of this section in accordance with accounting standards in force at the relevant time (even if the standard does not otherwise apply to the financial year of some or all of the companies concerned).

Division 6—Subsidiaries and related bodies corporate

46 Meaning of subsidiary—general

A body corporate (in this section called the first body) is a subsidiary of another body corporate if, and only if:

(a) the other body:

(i) controls the composition of the first body’s board; or

(ii) is in a position to cast, or control the casting of, more than one‑half of the maximum number of votes that might be cast at a general meeting of the first body; or

(iii) holds more than one‑half of the issued share capital of the first body (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); or

(b) the first body is a subsidiary of a subsidiary of the other body.

47 Control of a body corporate’s board

Without limiting by implication the circumstances in which the composition of a body corporate’s board is taken to be controlled by another body corporate, the composition of the board is taken to be so controlled if the other body, by exercising a power exercisable (whether with or without the consent or concurrence of any other person) by it, can appoint or remove all, or the majority, of the directors of the first‑mentioned body, and, for the purposes of this Division, the other body is taken to have power to make such an appointment if:

(a) a person cannot be appointed as a director of the first‑mentioned body without the exercise by the other body of such a power in the person’s favour; or

(b) a person’s appointment as a director of the first‑mentioned body follows necessarily from the person being a director or other officer of the other body.

48 Matters to be disregarded

(1) This section applies for the purposes of determining whether a body corporate (in this section called the first body) is a subsidiary of another body corporate.

(2) Any shares held, or power exercisable, by the other body in a fiduciary capacity are treated as not held or exercisable by it.

(3) Subject to subsections (4) and (5), any shares held, or power exercisable:

(a) by a person as a nominee for the other body (except where the other body is concerned only in a fiduciary capacity); or

(b) by, or by a nominee for, a subsidiary of the other body (not being a subsidiary that is concerned only in a fiduciary capacity);

are treated as held or exercisable by the other body.

(4) Any shares held, or power exercisable, by a person by virtue of the provisions of debentures of the first body, or of a trust deed for securing an issue of such debentures, are to be disregarded.

(5) Any shares held, or power exercisable, otherwise than as mentioned in subsection (4), by, or by a nominee for, the other body or a subsidiary of it are to be treated as not held or exercisable by the other body if:

(a) the ordinary business of the other body or that subsidiary, as the case may be, includes lending money; and

(b) the shares are held, or the power is exercisable, only by way of security given for the purposes of a transaction entered into in the ordinary course of business in connection with lending money, not being a transaction entered into with an associate of the other body, or of that subsidiary, as the case may be.

(6) Any shares in the first body that are MCIs, and any powers exercisable by a person by virtue of such shares, are to be disregarded.

49 References in this Division to a subsidiary

A reference in paragraph 46(b) or 48(3)(b) or subsection 48(5) to being a subsidiary, or to a subsidiary, of a body corporate includes a reference to being a subsidiary, or to a body corporate that is a subsidiary, as the case may be, of the first‑mentioned body by virtue of any other application or applications of this Division.

50 Meaning of related body corporate

Where a body corporate is:

(a) a holding company of another body corporate; or

(b) a subsidiary of another body corporate; or

the first‑mentioned body and the other body are related to each other.

50AAA Meaning of associated entity

(1) One entity (the associate) is an associated entity of another entity (the principal) if subsection (2), (3), (4), (5), (6) or (7) is satisfied.

(2) This subsection is satisfied if the associate and the principal are related bodies corporate.

(3) This subsection is satisfied if the principal controls the associate.

(4) This subsection is satisfied if:

(a) the associate controls the principal; and

(b) the operations, resources or affairs of the principal are material to the associate.

(5) This subsection is satisfied if:

(a) the associate has a qualifying investment (see subsection (8)) in the principal; and

(b) the associate has significant influence over the principal; and

(6) This subsection is satisfied if:

(a) the principal has a qualifying investment (see subsection (8)) in the associate; and

(b) the principal has significant influence over the associate; and

(7) This subsection is satisfied if:

(a) an entity (the third entity) controls both the principal and the associate; and

(b) the operations, resources or affairs of the principal and the associate are both material to the third entity.

(8) For the purposes of this section, one entity (the first entity) has a qualifying investment in another entity (the second entity) if the first entity:

(a) has an asset that is an investment in the second entity; or

(b) has an asset that is the beneficial interest in an investment in the second entity and has control over that asset.

50AA Meaning of control

(1) For the purposes of this Act, an entity controls a second entity if the first entity has the capacity to determine the outcome of decisions about the second entity’s financial and operating policies.

(2) In determining whether the first entity has this capacity:

(a) the practical influence the first entity can exert (rather than the rights it can enforce) is the issue to be considered; and

(b) any practice or pattern of behaviour affecting the second entity’s financial or operating policies is to be taken into account (even if it involves a breach of an agreement or a breach of trust).

(3) The first entity does not control the second entity merely because the first entity and a third entity jointly have the capacity to determine the outcome of decisions about the second entity’s financial and operating policies.

(4) If the first entity:

(a) has the capacity to influence decisions about the second entity’s financial and operating policies; and

(b) is under a legal obligation to exercise that capacity for the benefit of someone other than the first entity’s members;

the first entity is taken not to control the second entity.

Division 7—Meaning of some other expressions

51F Meaning of PPSA retention of title property

Definition

(1) Property is PPSA retention of title property (short for Personal Property Securities Act retention of title property) of a corporation if:

(a) the property is personal property; and

(b) the property is used or occupied by, or is in the possession of, the corporation; and

(d) a PPSA security interest is attached to the property, within the meaning of the Personal Property Securities Act 2009; and

(e) the corporation is the grantor in relation to the PPSA security interest, within the meaning of that Act.

Examples: The following personal property is PPSA retention of title property if a PPSA security interest attaches to the property by virtue of the transaction concerned, and the grantor is a corporation:

(a) property that is the subject of an agreement to sell subject to retention of title, or a hire purchase agreement, that secures the payment or performance of an obligation (see subsection 12(2) of the Personal Property Securities Act 2009);

(b) property that is the subject of a lease, or a consignment agreement, that secures the payment or performance of an obligation (see subsection 12(2) of the Personal Property Securities Act 2009);

(c) goods that are the subject of a commercial consignment (see subsection 12(3) of the Personal Property Securities Act 2009);

(d) goods that are leased or bailed under a PPS lease (see subsection 12(3) of the Personal Property Securities Act 2009).

References to property of a corporation

(2) A reference in this Act to the property of a corporation does not include a reference to any PPSA retention of title property of the corporation, unless provided otherwise expressly or by necessary implication.

Note: See also the definition of property in section 9.

References to property of a sub‑fund of a CCIV

(3) A reference in a provision of this Act to property of a sub‑fund of a CCIV (including a substituted reference provided for by Part 8B.6) is a reference to something that is:

(a) property of the CCIV (within the meaning of the provision); and

(b) an asset of the sub‑fund of the CCIV.

Note: For assets of a sub‑fund of a CCIV, see section 1233H.

51M Meaning of mutual entity

(1) A company is a mutual entity if:

(a) the company is registered under this Act; and

(b) the company’s constitution provides that a person has no more than one vote at a general meeting of the company for each capacity in which the person is a member of the company.

(2) To avoid doubt:

(a) the requirement in paragraph (1)(b) does not fail to be satisfied merely because the company’s constitution provides that:

(i) 2 or more persons may together be joint members of the company; and

(ii) those persons each have one vote at a general meeting of the company; and

(b) that requirement does not fail to be satisfied merely because the company’s constitution provides that:

(i) a person may vote as proxy or representative at a general meeting of the company; and

(ii) as a result of voting as a proxy or representative, the person may have more than one vote at a general meeting of the company.

52A Signing

Without affecting the law on agency, if this Act requires that something be signed, it can be signed by an individual using a power of attorney from the person required to sign.

53 Meaning of affairs—body corporate other than a CCIV

For the purposes of the definition of examinable affairs in section 9, section 53AA, 232, 233 or 234, paragraph 461(1)(e), section 487, subsection 1307(1) or section 1309, or of a prescribed provision of this Act, the affairs of a body corporate (other than a CCIV) include:

(a) the promotion, formation, membership, control, business, trading, transactions and dealings (whether alone or jointly with any other person or persons and including transactions and dealings as agent, bailee or trustee), property (whether held alone or jointly with any other person or persons and including property held as agent, bailee or trustee), liabilities (including liabilities owed jointly with any other person or persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the body; and

(b) in the case of a body corporate (not being a licensed trustee company or the Public Trustee of a State or Territory) that is a trustee (but without limiting the generality of paragraph (a))—matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust; and

(d) any act or thing done (including any contract made and any transaction entered into) by or on behalf of the body, or to or in relation to the body or its business or property, at a time when:

(i) a receiver, or a receiver and manager, is in possession of, or has control over, property of the body; or

(ii) the body is under administration; or

(iia) a deed of company arrangement executed by the body has not yet terminated; or

(iib) the body is under restructuring; or

(iic) a restructuring plan made by the body has not yet terminated; or

(iii) a compromise or arrangement made between the body and any other person or persons is being administered; or

(iv) the body is being wound up;

and, without limiting the generality of the foregoing, any conduct of such a receiver or such a receiver and manager, of an administrator of the body, of an administrator of such a deed of company arrangement, of a restructuring practitioner for the body, of a restructuring practitioner for such a restructuring plan, of a person administering such a compromise or arrangement or of a liquidator or provisional liquidator of the body; and

(e) the ownership of shares in, debentures of, and interests in a managed investment scheme made available by, the body; and

(f) the power of persons to exercise, or to control the exercise of, the rights to vote attached to shares in the body or to dispose of, or to exercise control over the disposal of, such shares; and

(g) matters concerned with the ascertainment of the persons who are or have been financially interested in the success or failure, or apparent success or failure, of the body or are or have been able to control or materially to influence the policy of the body; and

(h) the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or interests in a managed investment scheme made available by, the body; and

(j) where the body has made available interests in a managed investment scheme—any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the interests relate; and

(k) matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in a preceding paragraph.

53AAA Meaning of affairs—CCIV

(1) For the purposes of the provisions referred to in subsection (3), the affairs of a body corporate that is a CCIV include anything that would be included in the affairs of a body corporate under section 53.

(2) In applying paragraph 53(d) to the CCIV:

(a) disregard subparagraphs (ii) and (iia); and

(b) treat the reference in subparagraph (iv) to the body as instead being a reference to a sub‑fund of the CCIV; and

(c) treat the reference to a liquidator or provisional liquidator of the body as instead being a reference to a liquidator or provisional liquidator of a sub‑fund of the CCIV.

(3) The provisions for subsection (1) are the following:

(a) a provision referred to in section 53;

(b) a provision prescribed for the purposes of section 53;

(d) section 1224F (about who can be the director of a CCIV);

(e) section 1224J (about corporate director must operate the CCIV);

(f) section 1237V (about Court order imposing liability on unlicensed person operating CCIV);

(g) section 1241C (about extra kinds of financial services relating to CCIVs);

(h) section 1241E (about when conduct does not constitute providing a custodial or depository service in relation to a CCIV);

(i) section 1241F (about Australian financial services licences to conduct the affairs of a CCIV);

(j) section 1241L (about financial services disclosure does not apply to conducting the affairs of CCIVs);

(k) a provision of this Act prescribed by the regulations for the purposes of this paragraph.

53AA Meaning of business affairs—body corporate

A body corporate’s business affairs include (without limitation):

(a) any of the body’s affairs (including anything that is included in the body’s affairs because of section 53 or 53AAA); and

(b) matters concerned with ascertaining the corporations with which the body is or has been connected.

53AB Meaning of business affairs—natural person

A natural person’s business affairs include (without limitation):

(a) the person’s examinable operations and examinable assets and liabilities; and

(b) any act done (including any contract made and any transaction entered into) by or on behalf of the person, or to or in relation to the person or his or her business or property, at a time when:

(i) the person was, under the Bankruptcy Act 1966 or the law of an external Territory, a bankrupt in respect of a bankruptcy from which the person had not been discharged; or

(ii) the person had, under a law of an external Territory or of a foreign country, the status of an undischarged bankrupt; or

(iii) the person’s property was subject to control under Division 2 of Part X of the Bankruptcy Act 1966 because of an authority given by the person under section 188 of that Act; or

(iv) a personal insolvency agreement under Part X of the Bankruptcy Act 1966 or under the corresponding provisions of the law of an external Territory or of a foreign country was in effect in relation to the person or the person’s property; and

(c) without limiting the generality of paragraph (b), any conduct of the trustee of such a bankrupt estate or of such a personal insolvency agreement or a person acting under such an authority; and

(d) matters concerned with ascertaining the corporations with which the person is or has been connected.

53AC Meaning of business affairs—partnership

A partnership’s business affairs include (without limitation):

(a) the partnership’s promotion, formation, membership, control, examinable operations and examinable assets and liabilities; and

(b) the partnership’s management and proceedings; and

(c) any act done (including any contract made and any transaction entered into) by or on behalf of the partnership, or to or in relation to the partnership, at a time when the partnership is being wound up; and

(d) matters concerned with ascertaining the corporations with which the partnership is or has been connected.

53AD Meaning of business affairs—trust

A trust’s business affairs include (without limitation):

(a) the creation of the trust; and

(b) matters arising under, or otherwise relating to, the terms of the trust; and

(d) the business, trading, transactions and dealings of the trustee of the trust; and

(e) the profits, income and receipts of the trustee of the trust; and

(f) the losses, outgoings and expenditure of the trustee of the trust; and

(g) the trust property, including transactions and dealings in, and the income arising from, the trust property; and

(h) the liabilities of the trustee of the trust; and

(j) the management of the trust; and

(k) any act done (including any contract made and any transaction entered into) by or on behalf of the trustee of the trust, or to or in relation to the trust, at a time when the trust is being wound up; and

(l) matters concerned with ascertaining the corporations with which the trust is or has been connected.

57 Classes of shares or interests in managed investment schemes

(1) The shares in a body corporate, if not divided into 2 or more classes, constitute a class.

Note: A CCIV must have a minimum of one class of shares per sub‑fund: see section 1230A.

(2) If the interests in a managed investment scheme to which an undertaking relates are not divided into 2 or more classes, they constitute a class.

57A Meaning of corporation

(1) Subject to this section, in this Act, corporation includes:

(a) a company; and

(b) any body corporate (whether incorporated in this jurisdiction or elsewhere); and

(c) an unincorporated body that under the law of its place of origin, may sue or be sued, or may hold property in the name of its secretary or of an office holder of the body duly appointed for that purpose.

(2) Neither of the following is a corporation:

(a) an exempt public authority;

(b) a corporation sole.

(3) To avoid doubt, an Aboriginal and Torres Strait Islander corporation is taken to be a corporation for the purposes of this Act.

Note: Various provisions of this Act that generally apply to corporations do not apply to Aboriginal and Torres Strait Islander corporations because of express provisions to that effect: see section 190B, subsection 197(5), section 206HB and subsections 599(2), 1309(6), 1318(5) and 1335(3).

58AA Meaning of court and Court

(1) Subject to subsection (2), in this Act:

court means any court.

Court means any of the following courts:

(a) the Federal Court;

(b) the Supreme Court of a State or Territory;

(d) a court to which section 41 of the Family Law Act 1975 applies because of a Proclamation made under subsection 41(2) of that Act.

(2) Except where there is a clear expression of a contrary intention (for example, by use of the expression “the Court”), proceedings in relation to a matter under this Act may, subject to Part 9.6A, be brought in any court.

Note: The matters dealt with in Part 9.6A include the applicability of limits on the jurisdictional competence of courts.

58B Discharge of obligations under this Act

(2) Subject to subsection (3), an act required to be done under this Act may, for the purposes of this Act, be done anywhere in Australia, whether in or outside this jurisdiction.

(3) Nothing in subsection (2) affects the operation of any provision of this Act that:

(a) expressly requires a particular act to be done in this jurisdiction; or

(b) expressly or by implication permits a particular act to be done outside Australia.

59 Debentures as consideration for acquisition of shares

A reference to a body corporate that offers debentures as consideration for the acquisition of shares in a body corporate includes a reference to a body corporate that offers a cash sum as consideration for the acquisition of shares where it is to be a term of the contract for the acquisition of those shares that the offeree makes, or that the sum is applied in whole or in part in making, a payment by way of deposit with, or loan to, the body corporate that offers the sum.

60 Declaration of relevant relationships

Administrator

(1) In this Act, a declaration of relevant relationships, in relation to an administrator of a company under administration, means a written declaration:

(a) stating whether any of the following:

(i) the administrator;

(ii) if the administrator’s firm (if any) is a partnership—a partner in that partnership;

(iii) if the administrator’s firm (if any) is a body corporate—that body corporate or an associate of that body corporate;

has, or has had within the preceding 24 months, a relationship with:

(iv) the company; or

(v) an associate of the company; or

(vi) a former liquidator, or former provisional liquidator, of the company; or

(via) a former restructuring practitioner for the company, or a restructuring plan of the company; or

(vii) a person who is entitled to enforce a security interest in the whole, or substantially the whole, of the company’s property (including any PPSA retention of title property); and

(b) if so, stating the administrator’s reasons for believing that none of the relevant relationships result in the administrator having a conflict of interest or duty.

Restructuring practitioner

(1A) In this Act, a declaration of relevant relationships, in relation to a restructuring practitioner for a company under restructuring, means a written declaration:

(a) stating whether any of the following:

(i) the restructuring practitioner;

(ii) if the restructuring practitioner’s firm (if any) is a partnership—a partner in that partnership;

(iii) if the restructuring practitioner’s firm (if any) is a body corporate—that body corporate or an associate of that body corporate;

has, or has had within the preceding 24 months, a relationship with:

(iv) the company; or

(v) an associate of the company; or

(vi) a former liquidator, or former provisional liquidator, of the company; or

(vii) a person who is entitled to enforce a security interest in the whole, or substantially the whole, of the company’s property (including any PPSA retention of title property); and

(b) if so, stating the restructuring practitioner’s reasons for believing that none of the relevant relationships result in the restructuring practitioner having a conflict of interest or duty.

Liquidator

(2) In this Act, a declaration of relevant relationships, in relation to a liquidator of a company, means a written declaration:

(a) stating whether any of the following:

(i) the liquidator;

(ii) if the liquidator’s firm (if any) is a partnership—a partner in that partnership;

(iii) if the liquidator’s firm (if any) is a body corporate—that body corporate or an associate of that body corporate;

has, or has had within the preceding 24 months, a relationship with:

(iv) the company; or

(v) an associate of the company; or

(vi) a former liquidator, or former provisional liquidator, of the company; or

(vii) a former administrator of the company; or

(viii) a former administrator of a deed of company arrangement executed by the company; or

(ix) a former restructuring practitioner for the company; or

(x) a former restructuring practitioner for a restructuring plan made by the company; and

(b) if so, stating the liquidator’s reasons for believing that none of the relevant relationships result in the liquidator having a conflict of interest or duty.

64A Meaning of entity

Except in Chapters 2E, 8A and 8B, a reference to an entity:

(a) is a reference to a natural person, a body corporate (other than an exempt public authority), a partnership or a trust; and

(b) includes, in the case of a trust, a reference to the trustee of the trust.

64B Entities connected with a corporation

Body corporate

(1) A body corporate is connected with a corporation if, and only if, the corporation:

(a) can control, or influence materially, the body’s activities or internal affairs; or

(b) is a member of the body; or

(d) has power to dispose of, or to exercise control over the disposal of, a share in the body; or

(e) is financially interested in the body’s success or failure or apparent success or failure; or

(f) is owed a debt by the body; or

(g) is engaged by the body under a contract for services; or

(h) acts as agent for the body in any transaction or dealing.

Natural person

(2) A natural person is connected with a corporation if, and only if, the corporation:

(a) is a trustee of a trust under which the person is capable of benefiting; or

(b) is engaged by the person under a contract for services; or

(d) is an attorney of the person under a power of attorney; or

(e) has appointed the person as the corporation’s attorney under a power of attorney; or

(f) is given financial, business or legal advice by the person in the performance of the functions attaching to the person’s professional capacity.

Partnership

(3) A partnership is connected with a corporation if, and only if, the corporation:

(a) is a partner in the partnership; or

(b) can control, or influence materially, the partnership’s activities or internal affairs; or

(d) is a creditor of the partnership; or

(e) is engaged by the partnership under a contract for services; or

(f) acts as agent for the partnership in any transaction or dealing.

Trust

(4) A trust is connected with a corporation if, and only if, the corporation:

(a) is the settlor, or one of the settlors, of the trust; or

(b) has power under the terms of the trust to appoint or remove a trustee of the trust or to vary, or cause to be varied, any of the terms of the trust; or

(d) can control, or influence materially, the activities of the trust; or

(e) is capable of benefiting under the trust; or

(f) is a creditor of the trustee of the trust; or

(g) is engaged by the trustee of the trust under a contract for services; or

(h) acts as agent for the trustee of the trust in any transaction or dealing.

65 Eligible money market dealer

ASIC may declare a body corporate to be an authorised dealer in the short term money market by notice published in the Gazette.

66A Meaning of exempt body corporate

A body corporate is an exempt body corporate of a State or Territory if, and only if, it:

(a) is not a company; and

(b) is incorporated by or under a law of the State or Territory.

70 Extension of period for doing an act

Where this Act confers power to extend the period for doing an act, an application for the exercise of the power may be made, and the power may be exercised, even if the period, or the period as last extended, as the case requires, has ended.

73A When a court is taken to find a person guilty of an offence

An Australian court finds a person guilty of an offence if, and only if:

(a) the court convicts the person of the offence; or

(b) the person is charged before the court with the offence and is found in the court to have committed the offence, but the court does not proceed to convict the person of the offence.

75 Inclusion in official list

A reference to a body corporate or other person included in an official list of a body corporate is a reference to:

(a) a body corporate or other person whose name is included in that official list; or

(b) a body corporate or other person whose name has been changed but whose previous name was included in that official list immediately before the change and is still so included.

79 Involvement in contraventions

A person is involved in a contravention if, and only if, the person:

(a) has aided, abetted, counselled or procured the contravention; or

(b) has induced, whether by threats or promises or otherwise, the contravention; or

(c) has been in any way, by act or omission, directly or indirectly, knowingly concerned in, or party to, the contravention; or

(d) has conspired with others to effect the contravention.

80 Jervis Bay Territory taken to be part of the Australian Capital Territory

The Jervis Bay Territory is taken to be part of the Australian Capital Territory.

82 Offers and invitations to the public

A reference in this Act to, or to the making of, an offer to the public or to, or to the issuing of, an invitation to the public is, unless the contrary intention appears, to be construed as including a reference to, or to the making of, an offer to any section of the public or to, or to the issuing of, an invitation to any section of the public, as the case may be, whether selected as clients of the person making the offer or issuing the invitation or in any other manner and notwithstanding that the offer is capable of acceptance only by each person to whom it is made or that an offer or application may be made pursuant to the invitation only by a person to whom the invitation is issued, but a bona fide offer or invitation is not taken to be an offer or invitation to the public if it:

(a) is an offer or invitation to enter into an underwriting agreement; or

(b) is made or issued to a person whose ordinary business is to buy or sell shares, debentures or interests in managed investment schemes, whether as principal or agent; or

(c) is made or issued to existing members or debenture holders of a corporation and relates to shares in, or debentures of, that corporation; or

(d) is made or issued to existing members of a company in connection with a proposal referred to in section 507 and relates to shares in that company.

86 Possession

A thing that is in a person’s custody or under a person’s control is in the person’s possession.

88A Meaning of public document

(1) Subject to this section, public document, in relation to a body, means:

(a) an instrument of, or purporting to be signed, issued or published by or on behalf of, the body that:

(i) when signed, issued or published, is intended to be lodged or is required by or under this Act or the ASIC Act to be lodged; or

(ii) is signed, issued or published under or for the purposes of this Act, the ASIC Act or any other Australian law; or

(b) an instrument of, or purporting to be signed or issued by or on behalf of, the body that is signed or issued in the course of, or for the purposes of, a particular transaction or dealing; or

(c) without limiting paragraph (a) or (b), a business letter, statement of account, invoice, receipt, order for goods, order for services or official notice of, or purporting to be signed or issued by or on behalf of, the body.

(2) A thing is not a public document of a body if it:

(a) is applied, or is intended or required to be applied:

(i) to goods; or

(ii) to a package, label, reel or thing in or with which goods are, or are to be, supplied; and

(b) is so applied, or is intended or required to be so applied, for a purpose connected with the supply of the goods.

(3) In subsection (2):

apply to includes print on, weave in, impress on, work into, or annex, affix or attach to.

label includes a band or ticket.

package includes:

(a) a covering, stopper, glass, bottle, vessel, box, capsule, case, frame or wrapper; or

(b) any other container or thing in which goods are, or are to be, packed.

88B Meaning of qualified accountant

(1) For the purposes of this Act, a qualified accountant is a person covered by a declaration in force under subsection (2).

(2) ASIC may, in writing, declare that all members of a specified professional body, or all persons in a specified class of members of a specified professional body, are qualified accountants for the purposes of this Act.

(3) ASIC may, in writing, vary or revoke a declaration made under subsection (2).

89 Meaning of qualified privilege

(1) Where this Act provides that a person has qualified privilege in respect of an act, matter or thing, the person:

(a) has qualified privilege in proceedings for defamation; or

(b) is not, in the absence of malice on the person’s part, liable to an action for defamation at the suit of a person;

as the case requires, in respect of that act, matter or thing.

(2) In subsection (1):

malice includes ill will to the person concerned or any other improper motive.

(3) Neither this section nor a provision of this Act that provides as mentioned in subsection (1) limits or affects any right, privilege or immunity that a person has, apart from this section or such a provision, as defendant in proceedings, or an action, for defamation.

90 Receivers and managers

A receiver of property of a body corporate is also a manager if the receiver manages, or has under the terms of the receiver’s appointment power to manage, affairs of the body.

91 Meaning of relation‑back day

For the purposes of this Act, the following table sets out the meaning of relation‑back day in relation to a winding up of a company or Part 5.7 body.

Relation‑back day
Item	If:	the relation‑back day is:
1	in the case of a company: (a) the Court orders under section 233, 459A, 459B or 461 that the company be wound up; and (b) immediately before the order was made, the company was under administration; and (c) the order was made in response to an application filed at or after the beginning of the administration;	the section 513C day in relation to the administration.
2	in the case of a company: (a) the Court orders under section 233, 459A, 459B or 461 that the company be wound up; and (b) immediately before the order was made, the company was under administration; and (c) the order was made in response to an application filed before the beginning of the administration;	the day on which that application was filed.
3	in the case of a company: (a) the Court orders under section 233, 459A, 459B or 461 that the company be wound up; and (b) immediately before the order was made, a deed of company arrangement had been executed by the company and had not yet terminated; and (c) the order was made in response to an application filed at or after the beginning of the administration that ended when the deed was executed;	the section 513C day in relation to that administration.
4	in the case of a company: (a) the Court orders under section 233, 459A, 459B or 461 that the company be wound up; and (b) immediately before the order was made, a deed of company arrangement had been executed by the company and had not yet terminated; and (c) the order was made in response to an application filed before the beginning of the administration that ended when the deed was executed;	the day on which that application was filed.
5	in the case of a company: (a) the company resolves by special resolution that it be wound up voluntarily; and (b) immediately before the resolution was passed, the company was under administration; and (c) no application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration;	the section 513C day in relation to the administration.
6	in the case of a company: (a) the company resolves by special resolution that it be wound up voluntarily; and (b) immediately before the resolution was passed, the company was under administration; and (c) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration, but that application was dismissed or withdrawn before the administration commenced;	the section 513C day in relation to the administration.
7	in the case of a company: (a) the company resolves by special resolution that it be wound up voluntarily; and (b) immediately before the resolution was passed, the company was under administration; and (c) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration; and (d) that application had not been dismissed or withdrawn before the administration commenced;	the day on which that application was filed.
8	in the case of a company, the company is taken to have passed a special resolution that it be wound up voluntarily because, at a meeting convened by the administrator of a deed of company arrangement executed by the company, the company’s creditors: (a) passed a resolution terminating the deed of company arrangement; and (b) also resolved under section 445E that the company be wound up; and either: (c) no application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration that ended when the deed was executed; or (d) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration that ended when the deed was executed, but that application was dismissed or withdrawn before the administration commenced;	the section 513C day in relation to the administration that ended when the deed was executed.
9	in the case of a company, the company is taken to have passed a special resolution that it be wound up voluntarily because, at a meeting convened by the administrator of a deed of company arrangement executed by the company, the company’s creditors: (a) passed a resolution terminating the deed of company arrangement; and (b) also resolved under section 445E that the company be wound up; and both: (c) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration that ended when the deed was executed; and (d) that application has not been dismissed or withdrawn before the first‑mentioned resolution is taken to have been passed;	the day on which that application was filed.
10	in the case of a company, the company is taken to have passed a special resolution that it be wound up voluntarily because the Court made an order under section 445D terminating a deed of company arrangement executed by the company, and either: (a) no application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration that ended when the deed was executed; or (b) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration that ended when the deed was executed, but that application was dismissed or withdrawn before the administration commenced;	the section 513C day in relation to the administration that ended when the deed was executed.
11	in the case of a company: (a) the company is taken to have passed a special resolution that it be wound up voluntarily because the Court made an order under section 445D terminating a deed of company arrangement executed by the company; and (b) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration that ended when the deed was executed; and (c) that application has not been dismissed or withdrawn before the resolution is taken to have been passed;	the day on which that application was filed.
12	in the case of a company, the company is taken to have passed a special resolution that it be wound up voluntarily because: (a) a deed of company arrangement executed by the company specifies particular circumstances in which the deed is to terminate and the company is to be wound up; and (b) those circumstances exist at a particular time; and either: (c) no application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration that ended when the deed was executed; or (d) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration that ended when the deed was executed, but that application was dismissed or withdrawn before the administration commenced;	the section 513C day in relation to the administration that ended when the deed was executed.
13	in the case of a company, the company is taken to have passed a special resolution that it be wound up voluntarily because: (a) a deed of company arrangement executed by the company specifies particular circumstances in which the deed is to terminate and the company is to be wound up; and (b) those circumstances exist at a particular time; and both: (c) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the administration that ended when the deed was executed; and (d) that application had not been dismissed or withdrawn before the resolution is taken to have been passed;	the day on which that application was filed.
14	because of Division 1A of Part 5.6, the winding up is taken to have begun on the day when an order that the company or body be wound up was made;	the day on which the application for the order was filed.
16	in the case of a company: (a) the Court orders under section 233, 459A, 459B or 461 that the company be wound up; and (b) immediately before the order was made, the company was under restructuring; and (c) the order was made in response to an application filed at or after the beginning of the restructuring;	the section 513CA day in relation to the restructuring.
17	in the case of a company: (a) the Court orders under section 233, 459A, 459B or 461 that the company be wound up; and (b) immediately before the order was made, the company was under restructuring; and (c) the order was made in response to an application filed before the beginning of the restructuring;	the day on which that application was filed.
18	in the case of a company: (a) the Court orders under section 233, 459A, 459B or 461 that the company be wound up; and (b) immediately before the order was made, a restructuring plan had been made by the company and had not yet terminated; and (c) the order was made in response to an application filed at or after the beginning of the restructuring that ended when the plan was made;	the section 513CA day in relation to that restructuring.
19	in the case of a company: (a) the Court orders under section 233, 459A, 459B or 461 that the company be wound up; and (b) immediately before the order was made, a restructuring plan had been made by the company and had not yet terminated; and (c) the order was made in response to an application filed before the beginning of the restructuring that ended when the plan was made;	the day on which that application was filed.
20	in the case of a company: (a) the company resolves by special resolution that it be wound up voluntarily; and (b) immediately before the resolution was passed, the company was under restructuring; and (c) no application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the restructuring;	the section 513CA day in relation to the restructuring
21	in the case of a company: (a) the company resolves by special resolution that it be wound up voluntarily; and (b) immediately before the resolution was passed, the company was under restructuring; and (c) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the restructuring, but that application was dismissed or withdrawn before the restructuring commenced;	the section 513CA day in relation to the restructuring.
22	in the case of a company: (a) the company resolves by special resolution that it be wound up voluntarily; and (b) immediately before the resolution was passed, the company was under restructuring; and (c) an application for an order under section 233, 459A, 459B or 461 that the company be wound up was filed before the beginning of the restructuring; and (d) that application had not been dismissed or withdrawn before the restructuring commenced;	the day on which that application was filed.
23	any other case applies;	the day on which the winding up is taken, because of Division 1A of Part 5.6, to have begun.

92 Meaning of securities

(1) Subject to this section, securities means:

(a) debentures, stocks or bonds issued or proposed to be issued by a government; or

(b) shares in, or debentures of, a body; or

(d) units of such shares;

but does not include:

(f) a derivative (as defined in section 761D), other than an option to acquire by way of transfer a security covered by paragraph (a), (b), (c) or (d); or

(g) an excluded security.

Note: A derivative does not include an option to acquire a security by way of issue (see the combined effect of paragraph 761D(3)(c), paragraph 764A(1)(a) and paragraph (5)(d) of this section).

(2) The expression securities, when used in relation to a body, means:

(a) shares in the body; or

(b) debentures of the body; or

(d) units of such shares;

but does not include:

(e) a derivative (as defined in section 761D), other than an option to acquire by way of transfer a security covered by paragraph (a), (b), (c) or (d); or

(f) an excluded security.

Note: A derivative does not include an option to acquire a security by way of issue (see the note to subsection (1)).

(2A) In Part 1.2A, securities means:

(a) shares in a body; or

(b) debentures of a body; or

(d) legal or equitable rights or interests in:

(i) shares; or

(ii) debentures; or

(iii) interests in a registered scheme or a notified foreign passport fund; or

(e) options to acquire (whether by way of issue or transfer) a security covered by paragraph (a), (b), (c) or (d).

It does not cover:

(f) a derivative (as defined in section 761D), other than an option to acquire by way of transfer a security covered by paragraph (a), (b), (c) or (d); or

(g) a market traded option.

Note 1: A derivative does not include an option to acquire a security by way of issue (see the note to subsection (1)).

Note 2: Section 9 defines body.

(3) In Chapters 6 to 6CA (inclusive) and Part 8B.7:

securities means:

(a) shares in a body; or

(b) debentures of a body; or

(d) when used in Chapter 6C—an interest in a listed notified foreign passport fund; or

(e) legal or equitable rights or interests in:

(i) shares; or

(ii) debentures; or

(iii) interests in a registered scheme or interests in a fund mentioned in paragraph (d); or

(f) options to acquire (whether by way of issue or transfer) a security covered by paragraph (a), (b), (c), (d) or (e).

It does not cover:

(g) a derivative (as defined in section 761D), other than an option to acquire by way of transfer a security covered by paragraph (a), (b), (c), (d) or (e); or

(h) a market traded option; or

(i) when used outside Chapter 6C—an interest in a notified foreign passport fund.

Note 1: A derivative does not include an option to acquire a security by way of issue (see the note to subsection (1)).

Note 2: Section 9 defines body.

(4) In Chapter 6D, securities has the meaning given by section 700.

Note: However, in Chapter 6D, securities does not include securities in a CCIV: see section 1240G.

(5) In Chapter 7 (except Part 7.11), security means:

(a) a share in a body; or

(b) a debenture of a body; or

(d) an option to acquire, by way of issue, a security covered by paragraph (a), (b) or (c); or

(e) a right (whether existing or future and whether contingent or not) to acquire, by way of issue, the following under a rights issue:

(i) a security covered by paragraph (a), (b), (c) or (d);

(ii) a managed investment product;

(iii) a foreign passport fund product;

(iv) an interest or right covered by paragraph 764A(ba); or

(f) a CGS depository interest; or

(g) a simple corporate bonds depository interest;

but does not include an excluded security or a foreign passport fund product.

(6) In Part 7.11, security means:

(a) a security as defined in subsection (5); or

(b) a managed investment product; or

(7) In Chapter 8, securities means:

(a) a share in a body; or

(b) a debenture of a body; or

(d) a legal or equitable right or interest in a security or interest covered by paragraph (a), (b) or (c); or

(e) an option to acquire, by way of issue, an interest or right covered by paragraph (a), (b), (c) or (d).

95A Meaning of solvent and insolvent

(1) A person is solvent if, and only if, the person is able to pay all the person’s debts, as and when they become due and payable.

(2) A person who is not solvent is insolvent.

Note: A company is taken to be insolvent if the company proposes a restructuring plan to creditors (see subsection 455A(2)).

Division 8—Miscellaneous interpretation rules

100 Address of registered office etc.

(1) Where a provision of this Act requires a notice to be lodged of, or information in an application to specify:

(a) the address of an office, or of a proposed office, of a body corporate or other person; or

(b) a change in the situation of an office of a body corporate or other person;

the notice:

(c) must specify the full address, or the full new address, as the case requires, of the relevant office including, where applicable, the number of the room and of the floor or level of the building on which the office is situated; and

(d) where the notice or application relates to the address or situation of an office of a body corporate and the address specified in accordance with paragraph (a) is the address of premises that are not to be occupied by the body corporate—must include a written statement to the effect that the person who occupies those premises has consented in writing to the address being specified in the notice or application and has not withdrawn that consent.

(2) ASIC may require a person who has lodged a notice or application that includes a statement under paragraph (1)(d) to produce to ASIC the consent referred to in the statement.

100A Operation of certain laws relating to instruments on which stamp duty has not been paid

Nothing in this Act affects the operation of any provision of any law:

(a) relating to the admissibility in evidence, or any other use, in any proceedings, of a document in respect of which any applicable stamp duty has not been paid; or

(b) prohibiting the registration by a company of a transfer of securities if any stamp duty applicable in respect of the transfer has not been paid.

101 Amount of stock representing a number of shares

In relation to a body corporate the whole or a portion of whose share capital consists of stock, a reference to a number of shares (including a number expressed as a percentage) is, in relation to an amount of stock, a reference to the amount of stock that represents that number of shares.

102 Applications to be in writing

An application to ASIC for the issuing of a document or the doing of any other act or thing by ASIC under this Act must be in writing.

Note: For electronic lodgment of documents with ASIC, see section 352.

102B Meaning of in this jurisdiction or elsewhere and outside this jurisdiction

(1) The expression ‘in Australia or elsewhere’, or a similar expression, does not limit the generality of the expression in this jurisdiction or elsewhere or a similar expression.

(2) The expression outside this jurisdiction includes places outside Australia.

102C Meaning of in Australia

In Australia means in Australia (whether in this jurisdiction or not).

Note: This definition is needed if there is a State that is not a referring State. If all the States are referring States, every place in Australia will also be in this jurisdiction.

103 Effect of certain contraventions of this Act

(1) This section has effect except so far as this Act otherwise provides.

(2) An act, transaction, agreement, instrument, matter or thing is not invalid merely because of:

(a) a contravention of section 115, 208, 209, 601CA or 601CD; or

(b) a failure to comply with a requirement of this Act that a person cause a notice, or a copy of a document, to be published.

Note: Section 1101H provides that a failure to comply with requirements of Chapter 7 generally does not affect the validity or enforceability of any transaction, contract or other arrangement.

(4) In this section:

invalid includes void, voidable and unenforceable.

(5) Nothing in this section limits the generality of anything else in it.

104 Effect of provisions empowering a person to require or prohibit conduct

Where, in accordance with a provision of this Act other than the replaceable rules, a person requires another person to do, or prohibits another person from doing, a particular act, that provision is taken to require the other person to comply with the requirement or prohibition, as the case may be.

105 Calculation of time

(1) A period of time referred to in the Corporations legislation, or an instrument made under the Corporations legislation, dating from a given day, act or event, is to be calculated exclusive of such day or of the day of such act or event.

(2) Without limiting subsection (1), in calculating how many days a particular day, act or event is before or after another day, act or event:

(a) the first‑mentioned day, or the day of the first‑mentioned act or event, is to be counted; and

(b) the other day, or the day of the other act or event, is not to be counted.

(3) If:

(a) the Corporations legislation, or an instrument made under the Corporations legislation, requires or allows a thing to be done within a specified period; and

(b) the last day of the period is not a business day in the place where the thing must or may be done;

then the thing may instead be done on the next day that is a business day in that place.

105A When is an electronic communication sent and received

(1) This section applies in relation to an electronic communication unless otherwise agreed between the originator and the addressee of the electronic communication.

(2) An electronic communication is sent:

(a) when the electronic communication leaves an information system under the control of the originator or of the party who sent it on behalf of the originator; or

(b) if the electronic communication has not left an information system under the control of the originator or of the party who sent it on behalf of the originator—when the electronic communication is received by the addressee.

Note 1: Paragraph (b) would apply to a case where the parties exchange electronic communications through the same information system.

Note 2: The meaning of sent in Chapters 6 and 6A is not affected by this section: see the definition of sent in section 9.

(3) Subsection (2) applies even though the place where the information system supporting an electronic address is located may be different from the place where the electronic communication is taken to have been sent under section 105B.

(4) An electronic communication is received when the electronic communication becomes capable of being retrieved by the addressee at the addressee’s nominated electronic address.

(5) It is to be assumed that an electronic communication is capable of being retrieved by the addressee when it reaches the addressee’s nominated electronic address.

(6) Subsection (4) applies even though the place where the information system supporting an electronic address is located may be different from the place where the electronic communication is taken to have been received under section 105B.

105B Place where an electronic communication is sent or received

(1) This section applies in relation to an electronic communication unless otherwise agreed between the originator and the addressee of the electronic communication.

(2) An electronic communication is taken to have been sent:

(a) if the addressee is a company or registered scheme and the originator is a member of the company or registered scheme—from the address of the originator as contained on the register of members of the company or registered scheme at the time the communication is sent; and

(b) if the originator has a registered office and paragraph (a) does not apply—from the registered office of the originator; and

(ba) if the originator has a principal place of business in Australia and neither paragraph (a) nor (b) applies—the address of the originator’s principal place of business in Australia; and

(i) from the most recent physical address nominated by the originator to the addressee; or

(ii) if the originator has not nominated a physical address as mentioned in subparagraph (i)—from the originator’s usual residential address in Australia.

(3) An electronic communication is taken to have been received:

(a) if the originator is a company or registered scheme and the addressee is a member of the company or registered scheme—at the address of the addressee as contained on the register of members of the company or registered scheme at the time the communication is received; and

(b) if the addressee has a registered office and paragraph (a) does not apply—at the registered office of the addressee; and

(ba) if the addressee has a principal place of business in Australia and neither paragraph (a) nor (b) applies—the address of the addressee’s principal place of business in Australia; and

(i) at the most recent physical address nominated by the addressee to the originator; or

(ii) if the addressee has not nominated a physical address as mentioned in subparagraph (i)—at the addressee’s usual residential address in Australia.

107 Notice in relation to top 20 members of a class

For the purposes of subsection 163(3B), section 178B and paragraph 601BC(2)(lc), if 2 or more members in the top 20 members of a class of shares each hold the same number of shares, details of each of those members must be included in any notice given in relation to those provisions.

108 Parts of dollar to be disregarded in determining majority in value of creditors etc.

In determining whether a majority in value of creditors, or a particular proportion in value of creditors, has passed a resolution or done any other act or thing, if a creditor’s debt consists of a number of whole dollars and a part of a dollar, the part of the dollar is to be disregarded.

109 References to persons, things and matters

(1) Except so far as the contrary intention appears, a provision of this Act is to be interpreted in such a manner that any 2 or more references in the provision are capable of having the same referent or referents, or of having a referent or referents in common, as the case requires.

(2) In subsection (1), referent, in relation to a reference in a provision, means:

(a) in so far as the reference is interpreted as being in the singular number—a person to whom, or a thing or matter to which; or

(b) in so far as the reference is interpreted as being in the plural number—any one or 2 or more persons to whom, or of 2 or more things or matters to which;

the reference is taken, in the application of the provision, to refer.

109X Service of documents

(1) For the purposes of any law, a document may be served on a company by:

(a) leaving it at, or posting it to, the company’s registered office; or

(b) delivering a copy of the document personally to a director of the company who resides in Australia or in an external Territory; or

(c) if a liquidator of the company has been appointed—leaving it at, or posting it to, the address of the liquidator’s office in the most recent notice of that address lodged with ASIC; or

(d) if an administrator of the company has been appointed—leaving it at, or posting it to, the address of the administrator in the most recent notice of that address lodged with ASIC; or

(e) if a restructuring practitioner for the company has been appointed—leaving it at, or posting it to, the address of the restructuring practitioner in the most recent notice of that address lodged with ASIC.

(2) For the purposes of any law, a document may be served on a director or company secretary by leaving it at, or posting it to, the alternative address notified to ASIC under subsection 5H(2), 117(2), 205B(1) or (4) or 601BC(2). However, this only applies to service on the director or company secretary:

(a) in their capacity as a director or company secretary; or

(b) for the purposes of a proceeding in respect of conduct they engaged in as a director or company secretary.

(3) Subsections (1) and (2) do not apply to a process, order or document that may be served under section 9 of the Service and Execution of Process Act 1992.

(6) This section does not affect:

(a) any other provision of this Act, or any provision of another law, that permits; or

(b) the power of a court to authorise;

a document to be served in a different way.

(7) This section applies to provisions of a law dealing with service whether it uses the expression “serve” or uses any other similar expression such as “give” or “send”.

Part 1.2AA—Signing and sending documents

Division 1—Technology neutral signing

110 When this Division applies

Signing of documents under this Act

(1) This Division applies to a document (including a deed) required or permitted to be signed by a person under this Act.

Note 1: A document is any record of information: see the definition of document in section 2B of the Acts Interpretation Act 1901.

Note 2: This Division provides that a person may sign a document in physical form or electronic form: see subsection 110A(1).

Signing of documents by or on behalf of company

(2) Without limiting subsection (1), this Division applies to a document (including a deed) to be signed by a person:

(a) exercising the powers of a company under section 126 (making of contracts and execution of documents by an agent); or

(b) under section 127 (execution of documents by a company).

Other ways of signing documents not limited

(4) This Division does not limit the ways in which a person may sign a document (including a deed).

Note: For example, a company’s constitution may set out ways in which a document (including a deed) may be executed or signed in addition to the ways a document (including a deed) may be executed in accordance with sections 126 and 127 or signed in accordance with this Division.

110A Technology neutral signing

(1) A person may sign a document to which this Division applies:

(a) by signing a physical form of the document by hand; or

(b) by signing an electronic form of the document using electronic means;

if the method of signing satisfies subsection (2).

Note: A document (including a deed) may be executed by or on behalf of a company without the use of paper, parchment or vellum: see subsections 126(6) and 127(3A).

(2) A method of signing satisfies this subsection if:

(a) the method identifies the person and indicates the person’s intention in respect of the information recorded in the document; and

(b) the method was either:

(i) as reliable as appropriate for the purpose for which the information was recorded, in light of all the circumstances, including any relevant agreement; or

(ii) proven in fact to have fulfilled the functions described in paragraph (a), by itself or together with further evidence.

What information the intention must cover

(3) For the purposes of paragraph (2)(a), the person is not required to indicate an intention in relation to:

(a) any material identifying another person signing the document or indicating another person’s intention in respect of the information recorded; or

(b) the signature of another person signing the document; or

(d) any immaterial information in a form of the document generated for the purposes of signing and which arises in the normal course of communication, storage or display.

Note: This subsection allows minor differences that arise from the way a document is signed to be disregarded. For example, a person can sign to witness the fixing of a common seal to a document, and it is not necessary for the signed document to include the common seal (as long as a method is used to indicate that the person observed the fixing of the seal, as required by paragraph 127(2A)(c)).

Avoidance of doubt

(4) To avoid doubt, this section does not require:

(a) a person to sign the same form of the document as another person; or

(b) a person to sign the same page of the document as another person; or

(d) all the information recorded in the document to be included in the form of the document signed by a person as mentioned in paragraph (1)(a) or (b).

Note: For example, a company may execute a document by one director signing a physical form of the document by hand, and another director signing an electronic form of the document by electronic means.

Persons signing in different capacities

(5) For the purposes of this section, a person who is to sign a document in more than one capacity:

(a) is treated as a different person in each such capacity they sign the document; and

(b) may sign the document in some or all of those capacities by signing the document once, if the document:

(i) requires or permits the person to do so; and

(ii) states the capacities in which the person is signing the document.

Example 1: If a signature block in a document requires or permits a person to sign once as the sole director and sole company secretary of a company, the person may sign the document as the sole director and sole company secretary by signing that signature block.

Example 2: If a signature block in a document requires or permits a person to sign once on behalf of 2 companies as an agent for both those companies, the person may sign the document as an agent for both those companies by signing that signature block.

Example 3: A person who is to sign a document in their capacity as the director of one company and their capacity as the company secretary of another company must sign the document twice if:

(a) one signature block in the document requires or permits the person to sign as the director of the first company; and

(b) another signature block in the document requires or permits the person to sign as the company secretary of the second company.

110B Lodgement of documents

If:

(a) under this Act, the signature of a person is required or permitted on a document; and

(b) the person signs the document in accordance with section&#x