Federal Register of Legislation - Australian Government

Primary content

Corporations Legislation Amendment Act 1990

Authoritative Version
Act No. 110 of 1990 as made
An Act to amend the Corporations Act 1989 and related legislation
Administered by: Treasury
Date of Assent 18 Dec 1990

Corporations Legislation Amendment Act
1990

No. 110 of 1990

TABLE OF PROVISIONS

PART 1—PRELIMINARY

Section

1.       Short title

2.       Commencement

PART 2—CONVERTING THE CORPORATIONS ACT 1989 INTO A LAW
FOR THE GOVERNMENT OF THE AUSTRALIAN CAPITAL
TERRITORY

3.       Principal Act

4.       What this Part does

5.       Title

6.       New Parts providing for the Corporations Law to apply in the Australian Capital Territory:

PART 1—PRELIMINARY

1.       Short title

2.       Commencement

3.       Object

4.       Interpretation

PART 2—THE CORPORATIONS LAW, AND THE
CORPORATIONS REGULATIONS, OF THE CAPITAL
TERRITORY

5.       Application in the Capital Territory of the Corporations Law

6.       Application of regulations in force under section 22


TABLE OF PROVISIONS—continued

Section

7.       Interpretation of some expressions in the Corporations Law, and the Corporations Regulations, of the Capital Territory

8.       Corporations Law of the Capital Territory taken to be an Act

9.       Corporations Law, and Corporations Regulations, of the Capital Territory not to be affected by later Commonwealth laws

10.      Relationship between the Corporations Law, and the Corporations Regulations, of the Capital Territory and the laws of the Capital Territory

11.      Operation of particular Acts of the Capital Territory

PART 3—CITING THE CORPORATIONS LAW AND THE CORPORATIONS REGULATIONS

12.      Simpler citation of Corporations Law, and Corporations Regulations, of the Capital Territory

13.      References to Corporations Law, and Corporations Regulations, of other jurisdictions

14.      References to Corporations Law and Corporations Regulations

15.      Saving of citation provisions of other jurisdictions

PART 4—APPLICATION OF THE CORPORATIONS LAW TO THE CROWN

16.      Interpretation

17.      Corporations Law of the Capital Territory

18.      Corporations Law of other jurisdictions

19.      Crown not liable to prosecution

20.      This Part overrides the prerogative

PART 5—POWER TO MAKE REGULATIONS FOR THE PURPOSES OF THE CORPORATIONS LAW

21.      Interpretation

22.      The Corporations Regulations

23.      Regulations may provide for application orders to specify matters

24.      Scope of particular regulations

25.      Power to prescribe fees

26.      Aspects of the power to prescribe fees

27.      Effect of certain provisions

28.      Verifying or certifying documents

29.      Documents lodged by an agent

30.      Exemptions from Chapter 7 or 8

31.      Penalty notices

PART 6—ACCOUNTING STANDARDS

32.      Accounting standards

PART 7—IMPOSITION OF FEES AND TAXES

33.      Fees (including taxes) for chargeable matters

34.      Contributions and levies for fidelity funds of securities exchanges

35.      Levies for National Guarantee Fund

36.      Contributions and levies for fidelity funds of futures organisations

PART 8—NATIONAL ADMINISTRATION AND ENFORCEMENT OF THE CORPORATIONS LAW

Division 1Preliminary

37.      Object

38.      Interpretation


TABLE OF PROVISIONS—continued

Section

39.      Effect of Part

Division 2Offences against applicable provisions

40.      Object

41.      Effect of Division

42.      Application of Commonwealth laws in relation to offences against applicable provisions of other jurisdictions

43.      Functions and powers under Commonwealth laws as applying because of section 42

44.      References in a Commonwealth law to a provision of a Commonwealth law

45.      How offences against applicable provisions of other jurisdictions are to be treated

Division 3Performance of functions that corresponding laws of States confer on Commonwealth authorities and officers

46.      Ministers

47.      Prescribed functions and powers

48.      Gazette notices under corresponding laws

PART 9—JURISDICTION AND PROCEDURE OF COURTS

Division 1Vesting and cross-vesting of civil jurisdiction

49.      Operation of Division

50.      Interpretation

51.      Jurisdiction of Federal Court and State and Territory Supreme Courts

52.      Appeals

53.      Transfer of proceedings

54.      Conduct of proceedings

55.      Courts to act in aid of each other

56.      Exercise of jurisdiction pursuant to cross-vesting provisions

57.      Rights of appearance

58.      Limitation on appeals

59.      Enforcement of judgments etc.

60.      Rules of the Federal Court

61.      Rules of the Supreme Court

Division 2Vesting and cross-vesting of criminal jurisdiction

62.      Operation of Division

63.      Interpretation

64.      Jurisdiction of courts

65.      Laws to be applied

PART 10—THE NATIONAL GUARANTEE FUND

66.      Interpretation

67.      Minister to nominate SEGC

68.      SEGC’s functions and powers under Part 7.10 of the Corporations Law

69.      Establishment of National Guarantee Fund

PART 11—MISCELLANEOUS

70.      National business names register

71.      Companies Unclaimed Money Account

72.      Companies Liquidation Account

73.      Regulations for the purposes of this Act


TABLE OF PROVISIONS—continued

Section

PART 12—TRANSITIONAL

74.      Co-operative Scheme Acts

75.      National scheme laws of the Capital Territory

76.      National scheme laws prevail over Co-operative Scheme Acts

77.      Regulations may exclude residual operation of Co-operative Scheme Acts

78.      Effect of sections 76 and 77

79.      Regulations may modify Co-operative Scheme Acts

80.      Updating references to Co-operative Scheme Acts and regulations

81.      Saving of provisions about Australian Stock Exchange Limited

PART 13—THE CORPORATIONS LAW

82.      The Corporations Law

7.       The Principal Act becomes part of the Corporations Law

PART 3—AMENDMENTS OF THE CORPORATIONS LAW

8.       Principal Law

9.       Amendments

PART 4—AMENDMENTS OF THE AUSTRALIAN SECURITIES COMMISSION ACT 1989

10.      Principal Act

11.      What this Part does

12.      Repeal of section 1 and substitution of new Divisions:

Division 1Objects

1.         Objects

Division 2Citation

1a.       Short title

1b.       Alternative citations of this Act and regulations under section 251

1c.       Citation of provisions of this Act, and regulations under section 251, applying as law of another jurisdiction

1d.       References to ASC Law and ASC Regulations

1e.       Saving of citation provisions of other jurisdictions

13.      Repeal of section 3

14.      Insertion of new Division heading

15.      Further amendments

PART 5—AMENDMENTS OF OTHER ACTS

16.      Amendments of the Acts Interpretation Act

17.      Amendments of the Cash Transaction Reports Act

18.      Amendments of the Crown Debts (Priority) Act

19.      Amendments of the Taxation Administration Act

PART 6—REPEAL OF ACTS

20.      Repeals

SCHEDULE 1

AMENDMENTS TO ENABLE THE CORPORATIONS LAW TO BE APPLIED AS A LAW OF EACH STATE AND TERRITORY


TABLE OF PROVISIONS—continued

 

SCHEDULE 2

AMENDMENTS TO CHANGE “ACT” TO “LAW”

 

SCHEDULE 3

SUBSTANTIVE AMENDMENTS OF THE CORPORATIONS LAW

 

SCHEDULE 4

TECHNICAL AMENDMENTS OF THE CORPORATIONS LAW

 

SCHEDULE 5

AMENDMENTS RELATING TO BUY-BACKS

 

SCHEDULE 6

AMENDMENTS RELATING TO ON-MARKET SHARE BUY-BACKS

 

SCHEDULE 7

AMENDMENTS OF THE AUSTRALIAN SECURITIES COMMISSION ACT 1989


Corporations Legislation Amendment Act
1990

No. 110 of 1990

 

An Act to amend the Corporations Act 1989 and related legislation

[Assented to 18 December 1990]

The Parliament of Australia enacts:

 

PART 1—PRELIMINARY

Short title

1. This Act may be cited as the Corporations Legislation Amendment Act 1990.


Commencement

2.  (1) Parts 1 and 2 of this Act commence on the day on which this Act receives the Royal Assent.

(2)    The remaining provisions of this Act commence on a day or days to be fixed by Proclamation.

 

PART 2—CONVERTING THE CORPORATIONS ACT 1989 INTO
A LAW FOR THE GOVERNMENT OF THE AUSTRALIAN
CAPITAL TERRITORY

Principal Act

3.  In this Part, “Principal Act” means the Corporations Act 19891.

What this Part does

4.  (1) This Part changes the Principal Act from an Act relying on the corporations and other powers, and intended to apply of its own force throughout Australia, into a law for the government of the Australian Capital Territory in relation to corporations, securities, the futures industry and some other matters.

(2)  Section 6 of this Act inserts in the Principal Act new Parts providing for the Corporations Law set out in new section 82 of the Act to apply as a law for the government of the Territory.

(3)  Section 7 of this Act then creates that Corporations Law out of the existing interpretation and substantive provisions of the Principal Act.

(4)  The States (including the Northern Territory) can also apply that Corporations Law as their own law, because the amendments made by this Part are designed to render that Law suitable for application as a uniform law in all States and internal Territories.

Title

5.  The title of the Principal Act is amended by omitting “enact a national law about” and substituting “make a law for the government of the Australian Capital Territory in relation to”.

New Parts providing for the Corporations Law to apply in the Australian Capital Territory

6.  After the enacting words of the Principal Act the following Parts are inserted:

 

“PART 1—PRELIMINARY

Short title

“1.    This Act may be cited as the Corporations Act 1989.


Commencement

“2.    (1) Subject to this section, the provisions of this Act commence on a day or days to be fixed by Proclamation.

“(2)  This Part commences on the day on which section 6 of the Corporations Legislation Amendment Act 1990 commences.

Object

“3.    (1) The object of this Act (other than Part 8) is to make a law for the government of the Australian Capital Territory in relation to corporations, securities, the futures industry and some other matters.

“(2)  This Act has effect, and is to be interpreted, accordingly.

“(3)  Despite subsection (1) of this section and subsection 8 (1) of this Act, neither this Act nor the Corporations Law of the Australian Capital Territory is, for the purposes of subsection 22 (3) of the Acts Interpretation Act 1901, an Act providing for the administration or government of the Australian Capital Territory.

Interpretation

“4.    (1) In this Act, unless the contrary intention appears:

‘applicable provision’, in relation to a jurisdiction, means a provision of:

(a)  the Corporations Law, or Corporations Regulations, of that jurisdiction; or

(b)  the ASC Law, or ASC Regulations, of that jurisdiction; or

(c)  in the case of the Capital Territory—a Commonwealth law as applying, of its own force or because of another Commonwealth law, in relation to:

(i)  an offence against; or

(ii)  an act, matter or thing arising under or in respect of;

a provision that, because of any other application or applications of this definition, is an applicable provision of the Capital Territory or any other jurisdiction; or

(d)  in the case of a jurisdiction other than the Capital Territory—a Commonwealth law as applying, because of a law of that jurisdiction, in relation to:

(i)  an offence against; or

(ii)  an act, matter or thing arising under or in respect of;

a provision that, because of any other application or applications of this definition, is an applicable provision of that or any other jurisdiction;

‘Capital Territory’ means the Australian Capital Territory and the Jervis Bay Territory;

‘Commonwealth law’ means any of the Acts and unwritten laws of the Commonwealth, other than the Corporations Law of the Capital


Territory, the ASC Law of the Capital Territory or provisions prescribed by regulations under section 73;

‘jurisdiction’ means a State or the Capital Territory;

‘modifications’ includes additions, omissions and substitutions;

‘State’ includes the Northern Territory;

‘Territory’ does not include the Northern Territory.

“(2)  For the purposes of this Act, the Jervis Bay Territory is taken to be part of the Australian Capital Territory.

 

“PART 2—THE CORPORATIONS LAW, AND THE
CORPORATIONS REGULATIONS, OF THE CAPITAL
TERRITORY

Application in the Capital Territory of the Corporations Law

“5.    The Corporations Law set out in section 82 as in force for the time being:

(a)  applies as a law for the government of the Capital Territory; and

(b)  as so applying, may be referred to as the Corporations Law of the Capital Territory.

Application of regulations in force under section 22

“6.    (1) The regulations in force for the time being under section 22:

(a)  apply as regulations in force for the purposes of the Corporations Law of the Capital Territory; and

(b)  as so applying, may be referred to as the Corporations Regulations of the Capital Territory.

“(2)  Subject to subsection (3) of this section, where regulations under section 22 are expressed to take effect from a specified day that is earlier than the day when they are notified in the Gazette under subsection 48 (1) of the Acts Interpretation Act 1901, subsection (1) of this section has effect, and is taken always to have had effect, as if those regulations had taken effect from the specified day.

“(3)  Subsection (2) does not apply in a case where, if those regulations took effect from the specified day:

(a)  the rights of a person (other than the Commonwealth, a State, the Capital Territory or an authority of the Commonwealth or of a State or the Capital Territory) existing at the day of notification would be affected in a manner prejudicial to that person; or

(b)  liabilities would be imposed on a person (other than the Commonwealth, a State, the Capital Territory or an authority of the Commonwealth or of a State or the Capital Territory) in


respect of anything done or omitted to be done before the day of notification.

“(4)  A reference in subsection (3) to rights being affected or liabilities being imposed includes a reference to rights being affected, or liabilities being imposed, because of the effect that those regulations would have because of a provision of a law of a jurisdiction other than the Capital Territory that corresponds to this section.

“(5)  If subsection (3) applies, those regulations take effect from the day of notification.

“(6)  Since subsections (3), (4) and (5) of this section cover the same ground as subsection 48 (2) of the Acts Interpretation Act 1901, that subsection does not apply in relation to regulations under section 22 of this Act.

Interpretation of some expressions in the Corporations Law, and the Corporations Regulations, of the Capital Territory

“7.    In the Corporations Law, and the Corporations Regulations, of the Capital Territory:

‘Act of this jurisdiction’ means:

(a)  in section 919, 942, 1236 or 1351 of that Law—an Act of the Parliament; and

(b)  in section 111c of that Law—an Act of the Parliament or an Act or Ordinance of the Capital Territory; and

(c)  otherwise—an Act or Ordinance of the Capital Territory;

‘the Minister for this jurisdiction’ means the Minister;

‘this jurisdiction’ means the Capital Territory.

Corporations Law of the Capital Territory taken to be an Act

“8.    (1) Except as provided in this section or as prescribed by regulations under section 73, the Corporations Law of the Capital Territory is taken for all purposes to be an Act.

“(2)  Part 1.2 of the Corporations Law of the Capital Territory has effect to the exclusion of the Acts Interpretation Act 1901.

“(3)  Subject to subsection (2), the Acts Interpretation Act 1901 as amended and in force at the commencement of this section applies, and that Act as amended and in force at any later time does not apply, in relation to the Corporations Law of the Capital Territory.

“(4)  The Acts Interpretation Act 1901 does not apply in relation to an application order under section 111a of that Law.

“(5)  An application order under section 111a of the Corporations Law of the Capital Territory is not a statutory rule within the meaning of the Statutory Rules Publication Act 1903.


Corporations Law, and Corporations Regulations, of the Capital Territory not to be affected by later Commonwealth laws

“9.    (1) An Act enacted, or an instrument made under an Act, after the commencement of this section is not to be interpreted as amending or repealing, or otherwise altering the effect or operation of, a provision of the Corporations Law, or of the Corporations Regulations, of the Capital Territory.

“(2)  Subsection (1) does not affect the interpretation of an Act, or of an instrument made under an Act, so far as that Act provides expressly for that Act or instrument, as the case may be, to have effect despite a specified provision, or despite any provision, of the Corporations Law, or of the Corporations Regulations, of the Capital Territory.

Relationship between the Corporations Law, and the Corporations Regulations, of the Capital Territory and the laws of the Capital Territory

“10.  (1) In this section:

‘the Law’ means the Corporations Law, and the Corporations Regulations, of the Capital Territory.

“(2)  The object of this section is to avoid or resolve inconsistencies between the Law and the laws of the Capital Territory.

“(3)  Subject to this section, the Law has effect despite anything in a law of the Capital Territory.

“(4)  Regulations under section 73:

(a)  may provide that specified laws of the Capital Territory have effect despite the Law or specified provisions of the Law; and

(b)  may provide that the Law, or specified provisions of the Law, has or have effect with such modifications as the regulations prescribe.

“(5)  Regulations that are made under section 73 and take effect within 12 months after the commencement of this section may amend or repeal laws of the Capital Territory.

“(6)  Regulations in force because of subsection (4) or (5) have effect accordingly.

“(7)  Nothing in subsection (2) affects the validity of regulations purporting to be made under section 73.

Operation of particular Acts of the Capital Territory

“11.  (1) Section 477 of the Corporations Law of the Capital Territory has effect as provided by section 39 of the Workmen’s Compensation Supplementation Fund Act 1980 of that Territory in relation to the liquidator of a corporation that is an insurer within the meaning of that Act.


“(2)  Division 6 of Part 5.6 of the Corporations Law of the Capital Territory has effect subject to section 40 of the Workmen’s Compensation Supplementation Fund Act 1980 of that Territory.

“(3)  Part 5.7 of the Corporations Law of the Capital Territory does not apply to:

(a)  a society registered under the Co-operative Societies Act 1939 of that Territory; or

(b)  a body corporate constituted under the Unit Titles Act 1970 of that Territory.

“(4)  An Act of the Capital Territory may provide that, where an incorporated association is being wound up under Part 5.7 of the Corporations Law of the Capital Territory, specified provisions of the Act apply, and where such an Act so provides, that Part has effect subject to the specified provisions.

“(5)  An Act of the Capital Territory may provide that Part 5.7 of the Corporations Law of the Capital Territory applies, subject to the modifications and adaptations prescribed by the Act, in relation to the winding up of an incorporated association, and where such an Act so provides, that Part applies accordingly.

“(6)  In subsection (4) or (5):

‘incorporated association’ means an association, society, institution or body incorporated under the Associations Incorporation Act 1953 of the Capital Territory.

“(7)  The Corporations Law of the Capital Territory has effect subject to sections 23 and 24 of the Trustee Companies Act 1947 of that Territory.

“(8)  Nothing in this section limits, or is limited by, anything in section 10.

 

“PART 3—CITING THE CORPORATIONS LAW AND THE
CORPORATIONS REGULATIONS

Simpler citation of Corporations Law, and Corporations Regulations, of the Capital Territory

“12.  (1) The Corporations Law of the Capital Territory may be referred to simply as the Corporations Law.

“(2)  The Corporations Regulations of the Capital Territory may be referred to simply as the Corporations Regulations.

“(3)  This section has effect subject to section 14.


References to Corporations Law, and Corporations Regulations, of other jurisdictions

“13.  (1) This section has effect for the purposes of an Act, a law of the Capital Territory, or an instrument made under an Act or under such a law.

“(2)  Where a law of a jurisdiction other than the Capital Territory that corresponds to section 5 provides that the Corporations Law set out in section 82 as in force for the time being applies as law of that jurisdiction, the Corporations Law of that jurisdiction is the Corporations Law so set out, applying as law of that jurisdiction.

“(3)  Where a law of a jurisdiction other than the Capital Territory that corresponds to section 6 provides that the regulations in force for the time being under section 22 apply for the purposes of the Corporations Law of that jurisdiction, the Corporations Regulations of that jurisdiction are those regulations as so applying.

References to Corporations Law and Corporations Regulations

“14.  (1) The object of this section is to help ensure that the Corporations Law of the Capital Territory operates, so far as possible, as if that Law, together with the Corporations Law of each jurisdiction other than the Capital Territory, constituted a single national Corporations Law applying of its own force throughout Australia.

“(2)  Subject to this section, a reference in an instrument to the Corporations Law, or to the Corporations Regulations, is to be taken, for the purposes of the laws of the Commonwealth and of the laws of the Capital Territory:

(a)  to be a reference to the Corporations Law, or to the Corporations Regulations, of the Capital Territory; and

(b)  to include a separate reference to the Corporations Law, or to the Corporations Regulations, of each jurisdiction other than the Capital Territory.

“(3)   Subsection (2) has effect except so far as the contrary intention appears in the instrument, or the context of the reference otherwise requires.

“(4)   Without limiting subsection (3), subsection (2) does not apply in relation to a reference expressed as a reference to the Corporations Law, or to the Corporations Regulations, of a jurisdiction.

“(5)  In this section:

‘instrument’ means:

(a)  an Act or an instrument made under an Act; or

(b)  a law of the Capital Territory or an instrument made under such a law; or


(c)   an award or other industrial determination or order, or an industrial agreement; or

(d)  any other order (whether executive, judicial or otherwise); or

(e)   a notice, certificate or licence; or

(f)   an agreement; or

(g)   an application made, information laid, affidavit sworn, or warrant issued, for any purpose; or

(h)   an indictment, presentment, summons or writ; or

(j)  any other pleading in, or process issued in connection with, a legal or other proceeding; or

(k)   any other document whatever.

Saving of citation provisions of other jurisdictions

“15.  Subject to section 14, section 12 is not intended to prevent a law of a jurisdiction other than the Capital Territory from:

(a)  providing that the Corporations Law, or the Corporations Regulations, of that jurisdiction may be referred to simply as the Corporations Law, or the Corporations Regulations; or

(b)  providing for how a reference to the Corporations Law, or to the Corporations Regulations, is to be interpreted for the purposes of the laws of that jurisdiction.

“PART 4—APPLICATION OF THE CORPORATIONS LAW TO THE CROWN

Interpretation

“16.  To avoid doubt, a reference in this Part 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.

Corporations Law of the Capital Territory

“17.  (1) Chapter 5 (except Part 5.8) of the Corporations Law of the Capital Territory binds the Crown in right of the Commonwealth, of each of the States, of the Capital Territory, of the Northern Territory and of Norfolk Island.

“(2)  To avoid doubt, Chapter 7 of the Corporations Law of the Capital Territory does not bind the Crown in right of the Commonwealth, of any State, of the Capital Territory, of the Northern Territory or of Norfolk Island.

Corporations Law of other jurisdictions

“18.  Chapter 5 (except Part 5.8) of the Corporations Law of each jurisdiction other than the Capital Territory binds the Crown in right of the Commonwealth, of the Capital Territory and of Norfolk Island.


Crown not liable to prosecution

“19.  Nothing in this Part, or in the Corporations Law, renders the Crown in any right liable to be prosecuted for an offence.

This Part overrides the prerogative

“20.  Where, because of this Part, a provision of a law of a State binds the Crown in right of the Commonwealth, of the Capital Territory or of Norfolk Island, the Crown in that right is subject to that provision despite any prerogative right or privilege.

 

“PART 5—POWER TO MAKE REGULATIONS FOR THE
PURPOSES OF THE CORPORATIONS LAW

Interpretation

“21.  (1) In this Part, unless the contrary intention appears:

‘prescribed’ means prescribed by the regulations;

‘the Law’ means the Corporations Law of the Capital Territory;

‘the regulations’ means the regulations made under section 22.

“(2)  An expression has in this Part the meaning it would have if this Part were in Chapter 9 of the Law.

The Corporations Regulations

“22.  The Governor-General may make regulations, not inconsistent with this Act or the Law, prescribing matters:

(a)  required or permitted by the Law to be prescribed by regulations within the meaning of the Law; or

(b)  necessary or convenient to be prescribed by such regulations for carrying out or giving effect to the Law;

and, in particular, may make regulations:

(c)  for or in relation to the keeping of registers by the Commission, the lodging of documents with the Commission, the registration of documents by the Commission, the time and manner of lodging or registration, and the requirements with which documents lodged or to be lodged are to comply; and

(d)  prescribing forms for the purposes of the Law and the method of verifying any information required by or in those forms; and

(e)  prescribing the manner in which, the persons by whom, and the directions or requirements in accordance with which, the forms prescribed for the purposes of the Law, or any of them, are required or permitted to be signed, prepared, or completed, and generally regulating the signing, preparation and completion of those forms, or any of them; and

(f)   for or in relation to the convening of, conduct of, and procedure and voting at, meetings of creditors, meetings of contributories and meetings of holders of debentures, and joint meetings of


creditors and members of companies, the number of persons required to constitute a quorum at any such meeting, the sending of notices of meetings to persons entitled to attend at meetings, the lodging of copies of notices of, and of resolutions passed at, meetings, and generally regulating the conduct of, and procedure at, any such meeting; and

(g)  prescribing the persons by whom, and the circumstances and manner in which, proxies may be appointed and generally regulating the appointment and powers of proxies; and

(h)  for or in relation to the proving of debts in the winding up of a company, the manner of proving debts and the time within which debts are required or permitted to be proved and generally regulating the proving of debts; and

(j)  prescribing the manner in which a liquidator appointed by the Court may:

(i)  exercise powers and perform functions under subsection 478 (1) of the Law; and

(ii)   exercise any powers conferred, and perform any duties imposed, on the liquidator by regulations made for the purposes of subsection 488 (1) of the Law; and

(k)  prescribing the manner in which a liquidator in a voluntary winding up may exercise powers and perform functions under section 506 of the Law; and

(m)    prescribing times for the lodging of any documents; and

(n)  for or in relation to the publication of advertisements offering the services of dealers or investment advisers or offering securities for purchase or sale, and the form and content of those advertisements; and

(p)  for or in relation to the publication of advertisements offering the services of futures brokers or futures advisers or offering to deal in futures contracts, and the form and content of those advertisements; and

(q)  for or in relation to the form of balance-sheets and profit and loss accounts required by the Law to be prepared by dealers or futures brokers; and

(r)  for or in relation to prohibiting, or regulating the manner and extent of, the offsetting by a futures broker of dealings in futures contracts (as between dealings on the broker’s own account and dealings on behalf of a client or as between dealings on behalf of a client and dealings on behalf of another client) and, without limitation, regulating the manner of, or requiring, the making of margin calls in respect of dealings in futures contracts effected by a futures broker; and

(s)  for or in relation to the furnishing to the Commission of information in addition to, or in variation of, the information contained in a prescribed form lodged with it; and


(t)  for or in relation to the times within which information required to be furnished to the Commission under the Law shall be so furnished; and

(u)   for or in relation to the manner in which:

(i)  orders made under the Law may be served on persons affected by the orders; and

(ii)   documents that are required or permitted by the Law to be served on a person may be so served; and

(w)  prescribing penalties not exceeding $1,000 for contraventions of the regulations.

Regulations may provide for application orders to specify matters

“23.  The regulations may require or permit matters to be specified, for the purposes of the regulations, by or in application orders.

Scope of particular regulations

“24.  Except as otherwise expressly provided in this Act or the Law, the regulations may be of general or specially limited application or may differ according to differences in time, locality, place or circumstance.

Power to prescribe fees

“25.  The regulations may prescribe fees (including fees that are taxes) for chargeable matters.

Aspects of the power to prescribe fees

“26.  (1) The regulations may provide for a fee for a chargeable matter to be determined by reference to a prescribed matter or prescribed matters, whether or not the prescribed matter, or any of the prescribed matters, has a direct or indirect connection with the chargeable matter.

“(2)  A fee prescribed as a stated amount shall not exceed $5,000.

“(3)   Two or more fees may be prescribed for the same chargeable matter.

“(4)  In this section:

‘fee’ includes a fee that is a tax.

Effect of certain provisions

“27.  Neither of section 24 and subsection 26 (1) limits the generality of the other or of section 25.

Verifying or certifying documents

“28.  The regulations may:

(a)  where documents required by or under the Law to be lodged in accordance with the Law are required to be verified or certified


and no manner of verification or certification is prescribed by or under the Law—require that the documents or any of them be verified or certified by statement in writing made by such persons as are prescribed by the regulations; and

(b)  where no express provision is made in the Law for verification or certification of documents—require that the documents be verified or certified by statement in writing by such persons as are prescribed.

Documents lodged by an agent

“29.  The regulations may provide, in such cases as are prescribed, that, if a document that is required by or under the Law to be lodged is signed or lodged on behalf of a person by an agent duly authorised by writing, there must be:

(a)  lodged with; or

(b)  endorsed on; or

(c)  annexed to;

that document, the original, or a verified copy, of the authority.

Exemptions from Chapter 7 or 8

“30.  The regulations may provide that, subject to any prescribed terms and conditions, Chapter 7 or 8, or specified provisions of Chapter 7 or 8, of the Law:

(a)  do not have effect in relation to a specified person or class of persons; or

(b)  have effect in relation to a specified person or class of persons to such extent only as is prescribed; or

(c)  do not have effect in relation to a specified transaction or class of transactions; or

(d)  do not have effect in relation to a specified transaction or class of transactions entered into by a specified person or class of persons;

and may provide that a contravention of a prescribed term or condition is an offence against the regulations.

Penalty notices

“31.  (1) The regulations:

(a)  may prescribe offences against the Law (not being offences the penalties applicable to which include a term of imprisonment or a pecuniary penalty that exceeds $1,000), or offences against the regulations, for the purposes of section 1313 of the Law; and

(b)  must, in relation to each offence that is prescribed under this subsection:

(i)  prescribe the particulars of that offence that are to be


given in a notice served on a person under that section in relation to the offence; and

(ii)  prescribe the amount of the penalty (being not more than half the amount of the penalty applicable to the offence) that is payable in respect of the offence under a notice served on a person under that section in relation to the offence.

“(2)  In subsection (1), a reference to a penalty applicable to an offence is a reference to the penalty that is applicable to that offence because of any of the provisions of section 1311 of the Law.

“(3)  The particulars of an offence required to be prescribed by subparagraph (1) (b) (i) may be prescribed by being set out in the form prescribed for the purposes of section 1313 of the Law in relation to the offence.

 

“PART 6—ACCOUNTING STANDARDS

Accounting standards

“32.  (1) The Australian Accounting Standards Board may make for the purposes of Parts 3.6 and 3.7 of the Corporations Law of the Capital Territory a written accounting standard that is not inconsistent with that Law or the Corporations Regulations of that Territory.

“(2)  An instrument made under subsection (1) is a disallowable instrument for the purposes of section 46a of the Acts Interpretation Act 1901.

“(3)  In considering whether or not to make a particular instrument under subsection (1), the Board must have regard to:

(a)  the effect the instrument would have for the purposes of Parts 3.6 and 3.7 of the Corporations Law of each jurisdiction other than the Capital Territory because of a law of that jurisdiction that corresponds to this Act; and

(b)  the fact that section 48 of the Acts Interpretation Act 1901 would apply in relation to the instrument because of subsection (2) of this section.

 

“PART 7—IMPOSITION OF FEES AND TAXES

Fees (including taxes) for chargeable matters

“33.  This section imposes the fees (including fees that are taxes) that the Corporations Regulations of the Capital Territory prescribe.

Contributions and levies for fidelity funds of securities exchanges

“34.  (1) This section imposes:

(a)   the contribution payable under subsection 902 (1) of the


Corporations Law of the Capital Territory by a person who wishes to be admitted to membership of a securities exchange, or to a partnership in a member firm recognised by a securities exchange; and

(b)  the annual contribution payable under subsection 902 (2) of that Law by a member of a securities exchange; and

(c)  any levy payable under section 904 of that Law by a member of a securities exchange.

“(2)  An expression has in subsection (1) the meaning it would have if this section were in Part 7.9 of the Corporations Law of the Capital Territory.

Levies for National Guarantee Fund

“35.  This section imposes any levy that is payable under section 938, 940 or 941 of the Corporations Law of the Capital Territory.

Contributions and levies for fidelity funds of futures organisations

“36.  (1) This section imposes:

(a)  the contribution payable under subsection 1234 (1) of the Corporations Law of the Capital Territory by a person who wishes to be admitted to membership of a futures organisation; and

(b)  the annual contribution payable under subsection 1234 (2) of that Law by a contributing member of a futures organisation; and

(c)  any levy payable under section 1235 of that Law by a contributing member of a futures organisation.

“(2)  An expression has in subsection (1) the meaning it would have if this section were in Part 8.6 of the Corporations Law of the Capital Territory.

 

“PART 8—NATIONAL ADMINISTRATION AND
ENFORCEMENT OF THE CORPORATIONS LAW

“Division 1Preliminary

Object

“37.  The object of this Part is to help ensure that:

(a)  the Corporations Law of the Capital Territory, and the Corporations Law of each jurisdiction other than the Capital Territory, are administered and enforced on a national basis, in the same way as if those Laws constituted a single law of the Commonwealth; and

(b)  the ASC Law of the Capital Territory, and the ASC Law of


each jurisdiction other than the Capital Territory, are administered and enforced on a national basis, in the same way as if those Laws constituted a single law of the Commonwealth.

Interpretation

“38.  In this Part:

‘authority’, in relation to the Commonwealth, includes:

(a)  a body corporate, or an unincorporated body, established for a public purpose by or in accordance with an Act; and

(b)  a court, tribunal or authority established by or in accordance with an Act;

for example:

(c)  the Administrative Appeals Tribunal; and

(d)  the Australian Federal Police;

‘corresponding law’ means:

(a)  an Act of a jurisdiction (other than the Capital Territory) that corresponds to this Act; or

(b)  regulations made under such an Act; or

(c)  the Corporations Law, Corporations Regulations, ASC Law, or ASC Regulations, or any other applicable provision, of such a jurisdiction; or

(d)  rules of court made because of such an Act;

‘officer’, in relation to the Commonwealth, includes:

(a)  a Minister; and

(b)  a person holding:

(i)  an office established by or under an Act; or

(ii)  an appointment made under an Act; or

(iii)   an appointment made by the Governor-General or a Minister but not under an Act; and

(c)  a person who is a member or officer of an authority of the Commonwealth; and

(d)  a person who is in the service or employment of the Commonwealth, or of an authority of the Commonwealth, or is employed or engaged under an Act;

for example:

(e)  a member or special member of the Australian Federal Police; and

(f)   the Director of Public Prosecutions; and

(g)  the Ombudsman; and

(h)  the Privacy Commissioner; and

(j)   a Special Prosecutor.


Effect of Part

“39.  Nothing in this Part limits the generality of anything else in it.

 

“Division 2Offences against applicable provisions

Object

“40.  The object of this Division is to further the object of this Part by providing for an offence against an applicable provision of another jurisdiction to be treated in the Capital Territory as if it were an offence against a law of the Commonwealth.

Effect of Division

“41.  (1) This Division has effect subject to this Act, the Corporations Law of the Capital Territory and the Australian Securities Commission Act 1989.

“(2)   The provisions of subsections 42 (2), (3) and (4) and sections 43 and 44, and any other provision of this Act that has effect for the purposes of any of those provisions, extend to each external Territory.

Application of Commonwealth laws in relation to offences against applicable provisions of other jurisdictions

“42.  (1) The Commonwealth laws apply, as laws for the government of the Capital Territory, in relation to an offence against the applicable provisions of another jurisdiction as if those provisions were laws of the Commonwealth.

“(2)  The Commonwealth laws that extend to an external Territory apply, as laws for the government of that Territory, in relation to an offence against the applicable provisions of a jurisdiction other than the Capital Territory as if those provisions were laws of the Commonwealth.

“(3)  A Commonwealth law, as applying because of subsection (1) or (2), does not require, prohibit, empower, authorise, or otherwise provide for, the doing of an act outside the Capital Territory, or the external Territory concerned, as the case may be.

“(4)  The effect that a Commonwealth law has because of subsection (1) or (2) is additional to, and does not prejudice, the effect that the Commonwealth law otherwise has.

Functions and powers under Commonwealth laws as applying because of section 42

“43.  (1) This section applies to a Commonwealth law that confers on an officer or authority of the Commonwealth a function or power in relation to an offence against an applicable provision of the Capital Territory.


“(2)  The Commonwealth law, as applying because of subsection 42 (1) or (2), confers on that officer or authority the same function or power in relation to an offence against the corresponding applicable provision of a jurisdiction other than the Capital Territory.

“(3)  The function or power referred to in subsection (2) may only be performed or exercised in the Capital Territory, or in the external Territory concerned, as the case may be.

“(4)  In performing the function or power referred to in subsection (2), the officer or authority must act as nearly as practicable as the officer or authority would act in performing or exercising the same function or power in relation to an offence against the corresponding applicable provision of the Capital Territory.

References in a Commonwealth law to a provision of a Commonwealth law

“44.  A reference in a Commonwealth law to a provision of that or another Commonwealth law is taken, for the purposes of the first-mentioned law as applying because of subsection 42 (1) or (2), to be a reference to that provision as applying because of that subsection.

How offences against applicable provisions of other jurisdictions are to be treated

“45.  (1) For the purposes of a law of the Commonwealth or a law of the Capital Territory, an offence against the applicable provisions of a jurisdiction other than the Capital Territory:

(a)  is taken to be an offence against the laws of the Commonwealth, in the same way as if those provisions were laws of the Commonwealth; and

(b)  is taken not to be an offence against the laws of that jurisdiction.

“(2)  Subsection (1) has effect for the purposes of a law:

(a)  only in so far as it is within the authority of the Parliament to provide in relation to that law as mentioned in paragraph (1) (a); and

(b)  except as prescribed by regulations under section 73.

“(3)  Subsection (1) does not have effect for the purposes of this Division or of the Corporations Law, or the ASC Law, of the Capital Territory.

 

“Division 3Performance of functions that corresponding laws of States
confer on Commonwealth authorities and officers

Ministers

“46.  A Minister has such functions and powers as are expressed to be conferred on him or her by or under a corresponding law.


Prescribed functions and powers

“47.  (1) Regulations under section 73 may provide that prescribed authorities and officers of the Commonwealth have prescribed functions and powers that are expressed to be conferred on them by or under corresponding laws.

“(2)  Regulations under section 73 may provide for and in relation to the doing of acts in the Capital Territory by authorities and officers of the Commonwealth in the performance of functions, and the exercise of powers, that are prescribed because of subsection (1) of this section.

“(3)  Regulations in force because of this section have effect accordingly.

Gazette notices under corresponding laws

“48.  Where a provision of a corresponding law is expressed to require or permit a document, or a copy of a document, to be published in the Gazette, the document or copy is to be so published in accordance with that provision.

 

“PART 9—JURISDICTION AND PROCEDURE OF COURTS

“Division 1Vesting and cross-vesting of civil jurisdiction

Operation of Division

“49.  (1) This Division provides in relation to:

(a)   the jurisdiction of courts in respect of matters other than criminal matters (in this Division called ‘civil’ matters) arising under the Corporations Law of the Capital Territory; and

(b)  the jurisdiction of the courts of the Capital Territory in respect of civil matters arising under any Corporations Law of a State;

and so provides to the exclusion of:

(c)   the Jurisdiction of Courts (Cross-vesting) Act 1987; and

(d)  section 39b of the Judiciary Act 1903.

“(2)  Nothing in this Division affects any other jurisdiction of any court.

Interpretation

“50.  (1) In this Division:

‘Full Court’, in relation to a Supreme Court of a State, includes any court of the State to which appeals lie from a single judge of that Supreme Court;

‘judgment’ means a judgment, decree or order, whether final or interlocutory.


“(2)  In this Division:

(a)  a reference to the Corporations Law of the Capital Territory includes a reference to:

(i)  the Corporations Regulations of the Capital Territory; and

(ii)  the ASC Law of the Capital Territory; and

(iii)  the ASC Regulations of the Capital Territory; and

(iv)  any other applicable provisions (as defined in section 4) of the Capital Territory; and

(v)  this Act; and

(vi)  regulations made under section 73 of this Act or section 252 of the ASC Law of the Capital Territory; and

(vii)  rules of court made by the Federal Court because of a provision of this Act, and rules of court applied by the Supreme Court of the Capital Territory, or of a State, when exercising jurisdiction conferred by this Division (including jurisdiction conferred by virtue of any previous application or applications of this subparagraph); and

(b)  a reference to the Corporations Law of a State is a reference to the Corporations Law of that State within the meaning of the law of that State corresponding to this Division.

Jurisdiction of Federal Court and State and Territory Supreme Courts

“51.  (1) Jurisdiction is conferred on the Federal Court of Australia with respect to civil matters arising under the Corporations Law of the Capital Territory.

“(2)  Subject to section 9 of the Administrative Decisions (Judicial Review) Act 1977, jurisdiction is conferred on the Supreme Court of each State and the Capital Territory with respect to civil matters arising under the Corporations Law of the Capital Territory.

“(3)  The jurisdiction conferred on a Supreme Court by subsection (2) is not limited by any limits to which any other jurisdiction of that Supreme Court may be subject.

Appeals

“52.  (1) An appeal may not be instituted from a decision of a single Judge of the Federal Court to the Full Court of the Supreme Court of a State or Territory.

“(2)  An appeal may not be instituted from a decision of a single Judge of the Supreme Court of a State or the Capital Territory to the Full Court of the Supreme Court of another jurisdiction.

“(3)  An appeal may not be instituted from a decision of a single Judge of the Supreme Court of a State to the Full Court of the Federal Court.


Transfer of proceedings

“53.  (1) This section applies to a proceeding with respect to a civil matter arising under the Corporations Law of the Capital Territory in a court having jurisdiction under section 51.

“(2)  Where it appears to the court that, having regard to the interests of justice, it is more appropriate for the proceeding, or an application in the proceeding, to be determined by another court having jurisdiction in the matters for determination in the proceeding or application, the first-mentioned court may transfer the proceeding or application to that other court.

“(3)  In deciding whether to transfer a proceeding or application under subsection (2), the court must have regard to:

(a)  the principal place of business of any body corporate concerned in the proceeding or application; and

(b)  the place or places where the events the subject of the proceeding or application took place.

“(4)  The court may transfer the proceeding or application:

(a)   on the application of a party made at any stage; or

(b)  of the court’s own motion.

“(5)  Where, under subsection (2), a court transfers a proceeding, or an application in a proceeding, to another court:

(a)  the Registrar or other proper officer of the first-mentioned court must transmit to the Registrar or other proper officer of the other court all documents filed in the first-mentioned court in respect of the proceeding or application, as the case may be; and

(b)  the other court must proceed as if:

(i)  the proceeding had been originally instituted in the other court; and

(ii)   the same proceedings had been taken in the other court as were taken in the first-mentioned court; and

(iii)   in a case where an application is transferred—the application had been made in the other court.

Conduct of proceedings

“54.  (1) Subject to sections 60 and 61, where it appears to a court that, in determining a matter for determination in a proceeding, the court will, or will be likely to, be exercising relevant jurisdiction, the rules of evidence and procedure to be applied in dealing with that matter are to be such as the court considers appropriate in the circumstances, being rules that are applied in a superior court in Australia or in an external Territory.


“(2)  Where a proceeding is transferred or removed to a court (in this subsection called the ‘transferee court’) from another court (in this subsection called the ‘transferor court’), the transferee court must deal with the proceeding as if, subject to any order of the transferee court, the steps that had been taken for the purposes of the proceeding in the transferor court (including the making of an order), or similar steps, had been taken in the transferee court.

“(3)  In this section:

‘relevant jurisdiction’ means:

(a)  jurisdiction conferred on the Federal Court of Australia with respect to civil matters arising under the Corporations Law of the Capital Territory; or

(b)  jurisdiction conferred on the Federal Court of Australia with respect to civil matters arising under the Corporations Law of a State, being jurisdiction that is being exercised by the Federal Court sitting in the Capital Territory; or

(c)  jurisdiction conferred on the Supreme Court of the Capital Territory with respect to civil matters arising under the Corporations Law of a State; or

(d)  jurisdiction conferred on the Supreme Court of a State with respect to civil matters arising under the Corporations Law of the Capital Territory.

Courts to act in aid of each other

“55.  All courts having jurisdiction in civil matters arising under the Corporations Law of the Capital Territory, the Judges of those courts and the officers of, or under the control of, those courts must severally act in aid of, and be auxiliary to, each other in all such matters.

Exercise of jurisdiction pursuant to cross-vesting provisions

“56.  (1) Nothing in this or any other Act is intended to override or limit the operation of a provision of a law of a State or Territory relating to cross-vesting of jurisdiction with respect to matters arising under the Corporations Law of the State or Territory.

“(2)  The Federal Court or the Supreme Court of the Capital Territory may:

(a)  exercise jurisdiction (whether original or appellate) conferred on that Court by a law of a State corresponding to this Division with respect to matters arising under the Corporations Law of a State; and

(b)  hear and determine a proceeding transferred to that Court under such a provision.

Rights of appearance

“57.  A person who is entitled to practise as a barrister or a solicitor, or as both a barrister and a solicitor, in a court has, if a proceeding (in this subsection referred to as the ‘transferred proceeding’) in that court


is transferred to another court under this Division or a law of a State that corresponds to this Division, the same entitlements to practise in relation to:

(a)  the transferred proceeding; and

(b)  any other proceeding out of which the transferred proceeding arises or to which the transferred proceeding is related, being another proceeding that is to be determined together with the transferred proceeding;

in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.

Limitation on appeals

“58.  An appeal does not lie from a decision of a court:

(a)  in relation to the transfer of a proceeding under this Division; or

(b)  as to which rules of evidence and procedure are to be applied pursuant to subsection 54 (1).

Enforcement of judgments etc.

“59.  (1) A judgment of the Federal Court or the Supreme Court of the Capital Territory that is given, in whole or in part, in the exercise of jurisdiction conferred by this Division, or by a law of a State that corresponds to this Division, is enforceable in the Capital Territory as if the judgment had been given by that Court entirely in the exercise of the jurisdiction of that Court apart from this Division or any such law.

“(2)  Where:

(a)  a provision of a law of the Commonwealth or of the Capital Territory (not being a law in relation to the enforcement of judgments) refers to a thing done by the Federal Court or the Supreme Court of the Capital Territory or of a State; and

(b)  that thing is done by another court in the exercise of jurisdiction conferred by this Division or a law of a State corresponding to this Division;

the reference in that provision to the Federal Court or the Supreme Court of the Capital Territory, as the case may be, is taken as a reference to that other court.

Rules of the Federal Court

“60.  (1) The power to make rules of court conferred by section 59 of the Federal Court of Australia Act 1976 extends to making rules of court, not inconsistent with the Corporations Law of the Capital Territory:

(a)  with respect to proceedings, and the practice and procedure, of the Federal Court of Australia under that Law; and


(b)  with respect to any matter or thing that is:

(i)  required or permitted by that Law to be prescribed by rules within the meaning of that Law; or

(ii)   necessary or convenient to be prescribed by such rules for carrying out or giving effect to that Law; and

(c)  without limitation, with respect to costs, and with respect to rules about meetings ordered by the Federal Court of Australia.

“(2)  When the Federal Court is exercising jurisdiction with respect to matters arising under the Corporations Law of a State, being jurisdiction conferred by a law of a State that corresponds to this Division, that Court must apply the rules of court made under subsection (1), with such alterations as are necessary.

“(3)  In this section:

‘Corporations Law of the Capital Territory’ does not include rules of court.

Rules of the Supreme Court

“61.  (1) The Judges of the Supreme Court of the Capital Territory or a majority of them may make rules of court, not inconsistent with the Corporations Law of the Capital Territory:

(a)  with respect to proceedings, and the practice and procedure, of that court under that Law; and

(b)  with respect to any matter or thing that is:

(i)  required or permitted by that Law to be prescribed by rules within the meaning of that Law; or

(ii)  necessary or convenient to be prescribed by such rules for carrying out or giving effect to that Law; and

(c)  without limitation, with respect to costs, and with respect to rules as to meetings ordered by that Court.

“(2)  When the Supreme Court of the Capital Territory is exercising jurisdiction with respect to matters arising under the Corporations Law of a State, being jurisdiction conferred by a law of a State that corresponds to this Division, that Court must apply the rules of court made under subsection (1), with such alterations as are necessary.

“(3)  When the Supreme Court of a State is exercising jurisdiction with respect to matters arising under the Corporations Law of the Capital Territory, being jurisdiction conferred by this Division, that Court must apply the rules of court made under the law of the State corresponding to subsection (1), with such alterations as are necessary.

“(4)  In this section:

‘Corporations Law of a State’ does not include rules of court;

‘Corporations Law of the Capital Territory’ does not include rules of court.


“Division 2Vesting and cross-vesting of criminal jurisdiction

Operation of Division

“62.  This Division provides in relation to:

(a)  the jurisdiction of courts in respect of criminal matters arising under the Corporations Law of the Capital Territory; and

(b)  the jurisdiction of the courts of the Capital Territory in respect of criminal matters arising under the Corporations Law of any jurisdiction;

and so provides to the exclusion of sections 68, 70 and 70a of the Judiciary Act 1903.

Interpretation

“63.  (1) In this Division:

‘magistrate’ means a magistrate who is remunerated by salary or otherwise.

“(2)  In this Division:

(a)  a reference to the Corporations Law of the Capital Territory includes a reference to:

(i)  the Corporations Regulations of the Capital Territory; and

(ii) the ASC Law of the Capital Territory; and

(iii)  the ASC Regulations of the Capital Territory; and

(iv)  any other applicable provisions (as defined in section 4) of the Capital Territory; and

(v) this Act; and

(vi)  regulations made under section 73 of this Act or section 252 of the ASC Law of the Capital Territory; and

(vii)  rules of court made by the Federal Court because of a provision of this Act, and rules of court applied by the Supreme Court of the Capital Territory, or of a State, when exercising jurisdiction conferred by this Division (including jurisdiction conferred by virtue of any previous application or applications of this subparagraph); and

(b)  a reference to the Corporations Law of a State is a reference to the Corporations Law of that State within the meaning of the law of that State corresponding to this Division.

Jurisdiction of courts

“64.  (1) Subject to this section, the several courts of each State and the Capital Territory exercising jurisdiction:

(a)   with respect to:

(i)  the summary conviction; or

(ii)  the examination and commitment for trial on indictment; or


(iii)  the trial and conviction on indictment;

of offenders or persons charged with offences against the laws of the State or Capital Territory; and

(b)  with respect to the hearing and determination of appeals arising out of any such trial or conviction or out of any connected proceedings;

have the equivalent jurisdiction with respect to offenders or persons charged with offences against the Corporations Law of the Capital Territory.

“(2)   Where a provision of a law of a State corresponding to subsection (1) is expressed to confer jurisdiction with respect to offenders or persons who are charged with offences against the Corporations Law of that State upon a court of the Capital Territory, the court may exercise that jurisdiction.

“(3)  The jurisdiction conferred by subsection (1) is not to be exercised with respect to the summary conviction, or examination and commitment for trial, of any person except by a magistrate.

“(4)   The jurisdiction conferred by subsection (1) includes jurisdiction in accordance with provisions of a relevant law of a State or the Capital Territory, and:

(a)  the reference in paragraph (1) (b) to ‘any such trial or conviction’ includes a reference to any conviction or sentencing in accordance with the provisions of a relevant law; and

(b)  unless the contrary intention appears, a reference to jurisdiction conferred by subsection (1) includes a reference to such included jurisdiction.

“(5)  A person may be dealt with in accordance with a relevant law even if, apart from this section, the offence concerned:

(a)  would be required to be prosecuted on indictment; or

(b)  would be required to be prosecuted either summarily or on indictment.

“(6)   For the purposes of the application of a relevant law as provided by subsection (4):

(a)  a reference in that law to an indictable offence is taken to include a reference to an offence that may be prosecuted on indictment; and

(b)  in order to determine the sentence that may be imposed on a person by a court pursuant to the relevant law, the person is taken to have been prosecuted and convicted on indictment in that court.

“(7)  Subject to subsections (9) and (10), the jurisdiction conferred on a court of a State or the Capital Territory by subsection (1) is conferred despite any limits as to locality of the jurisdiction of that court under the law of that State or of the Capital Territory.


“(8)  Subject to subsection (9), the jurisdiction conferred on a court of the Capital Territory by a law of a State corresponding to subsection (1) may be exercised despite any limits as to locality of the jurisdiction of that court under the law of the Capital Territory.

“(9)  Where:

(a)  jurisdiction is conferred on a court of the Capital Territory in relation to the summary conviction of persons charged with offences against the Corporations Law of this or another jurisdiction by subsection (1) or a corresponding provision of a law of a State; and

(b)  the court is satisfied that it is appropriate to do so, having regard to all the circumstances including the public interest;

the court may decline to exercise that jurisdiction in relation to an offence committed in a State.

“(10)     The jurisdiction conferred on a court of a State by subsection (1) in relation to:

(a)  the examination and commitment for trial on indictment; and

(b)  the trial and conviction on indictment;

of offenders or persons charged with offences against the Corporations Law of the Capital Territory is conferred only in relation to:

(c)  offences committed outside Australia; and

(d)  offences committed, begun or completed within the State concerned.

“(11)     In this section:

‘Australia’ does not include the coastal sea;

‘relevant law’ means a law providing that where, in proceedings before a court, a person pleads guilty to a charge for which he or she could be prosecuted on indictment, the person may be committed, to a court having jurisdiction to try offences on indictment, to be sentenced or otherwise dealt with without being tried in that last-mentioned court.

Laws to be applied

“65.  (1) Subject to this Division, the laws of the Capital Territory respecting:

(a)  the arrest and custody in the Territory of offenders or persons charged with offences; and

(b)  criminal procedure in the Territory in relation to such persons;

apply in the Territory, so far as they are applicable, to persons who are charged with offences against the Corporations Law of the Capital Territory or of a State in respect of whom jurisdiction is conferred on a court of the Capital Territory by this Division or a corresponding law of a State.

“(2)  Subject to this Division, the laws of a State respecting:


(a)  the arrest and custody in that State of offenders or persons charged with offences; and

(b)  criminal procedure in that State in relation to such persons;

apply in that State, so far as they are applicable, to persons who are charged with offences against the Corporations Law of the Capital Territory in respect of whom jurisdiction is conferred on a court of that State by this Division.

“(3)  The application of laws by subsections (1) and (2) is in addition to, and not in derogation from, the application of laws effected by Part 8 or the corresponding law of a State.

“(4)  In this section:

‘criminal procedure’ means the procedure for:

(a)  the summary conviction; and

(b)  the examination and commitment for trial on indictment; and

(c)  the trial and conviction on indictment; and

(d)  the hearing and determination of appeals arising out of any such trial or conviction or out of any related proceedings;

of offenders or persons charged with offences, and includes the procedure for holding accused persons to bail;

‘laws of a State’ means the laws that apply in relation to offenders, or persons charged with offences, against the Corporations Law of the State concerned.

 

“PART 10—THE NATIONAL GUARANTEE FUND

Interpretation

“66.  In this Part:

‘SEGC’ means a body corporate in relation to which a nomination as the Securities Exchanges Guarantee Corporation is in force under subsection 67 (1).

Minister to nominate SEGC

“67.  (1) Subject to subsection (3), the Minister may nominate in writing as the Securities Exchanges Guarantee Corporation a body corporate (whenever incorporated) that is, for the purposes of the Corporations Law of the Capital Territory, a company limited by guarantee.

“(2)  The Commission must cause a copy of a nomination by the Minister under subsection (1) to be published in the Gazette.

“(3)  The Minister may only nominate a body corporate under subsection (1) if he or she is satisfied that:

(a)    the Exchange is a member of the body corporate; and


(b)  none of the members of the body corporate is a person other than an eligible exchange; and

(c)  the body corporate’s constitution provides that no person, other than a person of a kind referred to in paragraph (b), may become or remain a member of the body corporate; and

(d)  the body corporate will, if nominated under subsection (1), be able to perform and exercise SEGC’s functions and powers under the Fund provisions adequately and with due regard to the interests of the public; and

(e)  the body corporate has obtained, or will within a reasonable period after being nominated under subsection (1) obtain, indemnity insurance in respect of its liabilities for:

(i)  negligence in; and

(ii) defalcation, or fraudulent misuse of property, by an officer, employee or agent of the body corporate in connection with;

the performance or exercise of SEGC’s functions or powers under the Fund provisions, or has made or will make other satisfactory provisions for meeting those liabilities; and

(f)  the body corporate’s business rules make satisfactory provision:

(i)  for ensuring the safety of property received by the body corporate; and

(ii)  generally for the protection of the interests of the public.

“(4)  An expression has in subsection (3) the meaning it would have if this section were in Part 7.10 of the Corporations Law of the Capital Territory.

“(5)  The body corporate that, immediately before the commencement of this Part, was the National Securities Exchanges Guarantee Corporation for the purposes of Part IXa of the Securities Industry Act 1980 is taken to have been nominated, at that commencement, under subsection (1).

SEGC’s functions and powers under Part 7.10 of the Corporations Law

“68.  (1) In addition to the legal capacity and powers it has because of section 161 of the Corporations Law of the Capital Territory, SEGC has such functions and powers as are conferred, or expressed to be conferred, on it by this Part or by Part 7.10 of the Corporations Law.

“(2)  Section 162 of the Corporations Law of the Capital Territory does not apply in relation to a function or power conferred, or expressed to be conferred, as mentioned in subsection (1) of this section.

Establishment of National Guarantee Fund

“69.  As soon as practicable after the commencement of this Part, SEGC must establish a fund, to be known as the National Guarantee Fund.


“PART 11—MISCELLANEOUS

National business names register

“70.  Where the Minister is satisfied that the Commission has access to electronic records of information containing, in relation to a jurisdiction or jurisdictions, names registered from time to time as business names in that jurisdiction or those jurisdictions, the Minister may, by notice published in the Gazette identifying the records concerned, declare that he or she is so satisfied.

Companies Unclaimed Money Account

“71.  (1) There is to be a Trust Account to be known as the Companies Unclaimed Money Account.

“(2)  The Account may contain money required or permitted to be paid into the Account under the Corporations Law of the Capital Territory or of any other jurisdiction.

“(3)   Money standing to the credit of the Account may be expended for the purpose of making payments in accordance with Part 9.7 of the Corporations Law of the Capital Territory or of any other jurisdiction.

“(4)  The Account is a Trust Account for the purposes of section 62a of the Audit Act 1901.

Companies Liquidation Account

“72.  (1) In this section:

‘relevant money’ means:

(a)  money that, immediately before the commencement of this section, stood to the credit of the Companies Liquidation Account established by section 428 of the Companies Act 1981; and

(b)  money that, after the commencement of this section, is paid into the Companies Liquidation Account under provisions of the Companies Act 1981 that are taken to continue in force after the commencement of Chapter 5 of the Corporations Law for the purposes of windings up started before the commencement of that Chapter.

“(2)  Relevant money is to be dealt with in accordance with section 427 of the Companies Act 1981.

Regulations for the purposes of this Act

“73.  The Governor-General may make regulations, not inconsistent with this Act, prescribing matters:

(a)  required or permitted by this Act (other than Part 5) to be prescribed; or

(b)  necessary or convenient to be prescribed for carrying out or giving effect to this Act (other than Part 5).


“PART 12—TRANSITIONAL

Co-operative Scheme Acts

“74.  For the purposes of this Part, the following are the Co-operative Scheme Acts:

Companies Act 1981

Companies (Fees) Act 1981

Companies (Fees: Taxation Component) Act 1989

Companies (Acquisition of Shares) Act 1980

Companies (Acquisition of SharesFees) Act 1980

Companies (Acquisition of SharesFees: Taxation Component) Act 1989

Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980

Companies (Transitional Provisions) Act 1981

Securities Industry Act 1980

Securities Industry (Fees) Act 1980

Securities Industry (Fees: Taxation Component) Act 1989

Futures Industry Act 1986

Futures Industry (Fees) Act 1986

Futures Industry (Fees: Taxation Component) Act 1989.

National scheme laws of the Capital Territory

“75.  For the purposes of this Part, the national scheme laws of the Capital Territory are:

(a)  this Act; and

(b)  the Corporations Law of the Capital Territory; and

(c)  the ASC Law of the Capital Territory.

National scheme laws prevail over Co-operative Scheme Acts

“76.  (1) This section provides for the national scheme laws of the Capital Territory to supersede the Co-operative Scheme Acts, which are to continue to operate of their own force only in relation to:

(a)  matters arising before those laws commenced; and

(b)  matters arising, directly or indirectly, out of such matters;

in so far as those laws do not deal with those matters.

“(2)  Where a Co-operative Scheme Act is inconsistent (within the meaning of section 109 of the Constitution) with a national scheme law of the Capital Territory, that law prevails and, to the extent of the inconsistency, that Act does not operate.

Regulations may exclude residual operation of Co-operative Scheme Acts

“77.  (1) Regulations under section 73 may provide that prescribed provisions of Co-operative Scheme Acts do not operate, either generally or as otherwise prescribed by the regulations.


“(2) Regulations in force because of subsection (1) have effect accordingly.

Effect of sections 76 and 77

“78.  To the extent that an Act ceases to operate because of section 76 or 77, the Act is taken for the purposes of the Acts Interpretation Act 1901 to have been repealed by this Act.

Regulations may modify Co-operative Scheme Acts

“79.  (1) Regulations under section 73 may provide that a specified Co-operative Scheme Act, or specified provisions of a Co-operative Scheme Act, has or have effect with such modifications as the regulations prescribe.

“(2)  Regulations in force because of subsection (1) have effect accordingly, even if, because of section 76 or 77, the specified Act does not operate of its own force, or the specified provisions do not operate of their own force, as the case requires.

“(3)  However, a reference in subsection 76 (2) of this Act to a Co-operative Scheme Act includes a reference to such an Act as it has effect, or to provisions of such an Act as they have effect, because of this section.

Updating references to Co-operative Scheme Acts and regulations

“80.  (1) In this section:

‘instrument’ has the same meaning as in section 14, but does not include a Co-operative Scheme Act, regulations under such an Act, or this Act.

“(2)   Subject to subsection (4), a reference in an instrument to a Co-operative Scheme Act is to be taken to include a reference to such provisions of the national scheme laws of the Capital Territory as correspond to provisions of that Act.

“(3)   Subject to subsection (4), a reference in an instrument to regulations under a Co-operative Scheme Act is to be taken to include a reference to such provisions of regulations made under national scheme laws of the Capital Territory as correspond to provisions of the first-mentioned regulations.

“(4)   A reference in an instrument to a provision of a Co-operative Scheme Act, or of regulations under such an Act, is to be taken to include a reference to the corresponding provision of a national scheme law of the Capital Territory, or of regulations under such a law, as the case may be.

“(5)   Regulations under section 73 may declare that, for the purposes of this section:

(a)   prescribed provisions of national scheme laws of the Capital


Territory correspond to prescribed provisions of Co-operative Scheme Acts; and

(b)  prescribed provisions of regulations under national scheme laws of the Capital Territory correspond to prescribed provisions of regulations under Co-operative Scheme Acts.

“(6)  Regulations under section 73 may declare that subsection (2), (3) or (4) of this section does not apply in relation to prescribed references in prescribed instruments.

“(7)  Regulations in force because of subsection (5) or (6) have effect accordingly.

Saving of provisions about Australian Stock Exchange Limited

“81.  (1) Section 76 does not apply in relation to Part IIa of the Securities Industry Act 1980.

“(2)  Part IIa has effect, as provided in this section, despite the national scheme laws of the Capital Territory.

“(3)  A reference in Part IIa to a relevant Act, except in relation to a time before the commencement of this section, is taken to be a reference to a national scheme law of the Capital Territory.

“(4)  Subject to subsection (5), a reference in Part IIa to a particular Co-operative Scheme Act, except in relation to a time before that commencement, is taken to be a reference to such provisions of the national scheme laws of the Capital Territory as correspond to provisions of that Act.

“(5)  A reference in Part IIa to a provision of a Co-operative Scheme Act (other than a provision of Part IIa itself), except in relation to a time before that commencement, is taken to be a reference to the corresponding provision of a national scheme law of the Capital Territory.

“(6)  Regulations in force because of subsection 80 (5) also have effect for the purposes of this section.

 

“PART 13—THE CORPORATIONS LAW

The Corporations Law

“82.  The Corporations Law is as follows:

 

“THE CORPORATIONS LAW

“CHAPTER 1—INTRODUCTORY

“PART 1.1—PRELIMINARY

Citation

“1.    This Law may be referred to as the Corporations Law.


Commission has general administration of this Law

“2.    Subject to the ASC Law of this jurisdiction, the Commission has the general administration of the Corporations Law of this jurisdiction.”.

The Principal Act becomes part of the Corporations Law

7.  The Principal Act:

(a)  is amended as set out in Schedules 1 and 2 to this Act; and

(b)  as so amended, becomes provisions of the Corporations Law set out in the section 82 inserted by section 6 of this Act.

 

PART 3—AMENDMENTS OF THE CORPORATIONS LAW

Corporations Law

8.  In this Part, “Corporations Law” means the Corporations Law set out in section 82 of the Corporations Act 19891.

Amendments

9.  (1) The Corporations Law is amended as set out in Schedules 3, 4 and 5.

(2)    The Corporations Law is amended as set out in Schedule 6.

 

PART 4—AMENDMENTS OF THE AUSTRALIAN SECURITIES
COMMISSION ACT 1989

Principal Act

10.  In this Part, “Principal Act” means the Australian Securities Commission Act 19892.

What this Part does

11.  (1) This Part changes the Principal Act from an Act relying on the corporations power, and intended to apply of its own force throughout Australia, into a law for the government of the Australian Capital Territory in relation to the regulation of corporations, securities and the futures industry.

(2)  The States (including the Northern Territory) may confer functions and powers on most of the bodies created by the Principal Act.

(3)  For the purpose of the performance of those functions and the exercise of those powers by those bodies, the States (including the Northern Territory) can apply certain provisions of the Principal Act as their own law, because amendments made by this Part are designed to render those provisions suitable for application as a uniform law in the States and the Northern Territory.


12. Section 1 of the Principal Act is repealed and the following Divisions and heading are substituted:

“Division 1Objects

Objects

“1.    (1) The objects of this Act are:

(a)   to establish an Australian Securities Commission to administer such laws of the Capital Territory, the States and the other Territories as confer functions and powers under those laws on the Commission; and

(b)  to provide for the functions, powers and business of the Commission; and

(c)   to establish a Companies and Securities Advisory Committee to provide informed and expert advice to the Minister about the content, operation and administration of those laws, about corporations and about the securities markets and futures markets; and

(d)  to establish a Corporations and Securities Panel, a Companies Auditors and Liquidators Disciplinary Board, an Australian Accounting Standards Board and a Parliamentary Joint Committee on Corporations and Securities.

“(2)  In performing its functions and exercising its powers, the Commission must strive:

(a)  to maintain, facilitate, and improve, the performance of companies, and of the securities markets and futures markets, in the interests of commercial certainty, reducing business costs, and the efficiency and development of the economy; and

(b)  to maintain the confidence of investors in the securities markets and futures markets by ensuring adequate protection for such investors; and

(c)  to achieve uniformity throughout Australia in how the Commission and its delegates perform those functions and exercise those powers; and

(d)  to administer national scheme laws effectively but with a minimum of procedural requirements; and

(e)  to receive, process, and store, efficiently and quickly, the documents lodged with, and the information given to, the Commission under national scheme laws; and

(f)   to ensure that those documents, and that information, are available as soon as possible for access by the public; and

(g)  to take whatever action it can take, and is necessary, in order to enforce and give effect to national scheme laws.

“(3)   This Act has effect, and is to be interpreted, accordingly.


“(4)  Despite subsection (1), this Act is taken not to be, for the purposes of subsection 22 (3) of the Acts Interpretation Act 1901, an Act providing for the administration or government of the Australian Capital Territory.

“Division 2Citation

Short title

“1a. This Act may be cited as the Australian Securities Commission Act 1989.

Alternative citations of this Act and regulations under section 251

“1b. (1) This Act may also be referred to as the ASC Law of the Australian Capital Territory or, subject to section 1d, simply as the ASC Law.

“(2)   Regulations under section 251 may be referred to as the ASC Regulations of the Australian Capital Territory or, subject to section 1d, simply as the ASC Regulations.

Citation of provisions of this Act, and regulations under section 251, applying as law of another jurisdiction

“1c. (1) This section has effect for the purposes of an Act, a law of the Australian Capital Territory, or an instrument made under an Act or under such a law.

“(2)  Where a law of a jurisdiction other than the Capital Territory contains provisions corresponding to sections 5 and 6 of the Corporations Act 1989 and also provides for provisions of this Act to apply as law of that jurisdiction, those provisions of this Act, as so applying, are the ASC Law of that jurisdiction.

“(3)  Where a law of a jurisdiction other than the Capital Territory provides for the regulations in force for the time being under section 251 of this Act to apply for the purposes of the ASC Law of that jurisdiction, those regulations as so applying are the ASC Regulations of that jurisdiction.

References to ASC Law and ASC Regulations

“1d. (1) The object of this section is to help ensure that, so far as possible:

(a)  the bodies established by the ASC Law of the Capital Territory, and the staff of those bodies, can perform functions and exercise powers; and

(b)  persons can have dealings with those bodies;

as if the ASC Law of the Capital Territory, together with the ASC Law of each jurisdiction other than the Capital Territory, constituted a single national ASC Law applying of its own force throughout Australia.


“(2) Subject to this section, a reference in an instrument to the ASC Law, or to the ASC Regulations, is to be taken, for the purposes of the laws of the Commonwealth and of the laws of the Capital Territory:

(a)  to be a reference to the ASC Law, or to the ASC Regulations, of the Capital Territory; and

(b)  to include a separate reference to the ASC Law, or to the ASC Regulations, of each jurisdiction other than the Capital Territory.

“(3)  Subsection (2) has effect except so far as the contrary intention appears in the instrument, or the context of the reference otherwise requires.

“(4)  Without limiting subsection (3), subsection (2) does not apply in relation to a reference expressed as a reference to the ASC Law, or to the ASC Regulations, of a jurisdiction.

“(5)  In this section:

‘instrument’ means:

(a)   an Act or an instrument made under an Act; or

(b)  a law of the Capital Territory or an instrument made under such a law; or

(c)   an award or other industrial determination or order, or an industrial agreement; or

(d)  any other order (whether executive, judicial or otherwise); or

(e)  a notice, certificate or licence; or

(f)   an agreement; or

(g)  an application made, information laid, affidavit sworn, or warrant issued, for any purpose; or

(h)   an indictment, presentment, summons or writ; or

(j)  any other pleading in, or process issued in connection with, a legal or other proceeding; or

(k)   any other document whatever.

Saving of citation provisions of other jurisdictions

“1e. Subject to section 1d, section 1b is not intended to prevent a law of a jurisdiction other than the Capital Territory from:

(a)  providing that the ASC Law, or the ASC Regulations, of that jurisdiction may be referred to simply as the ASC Law, or the ASC Regulations; or

(b)  providing for how a reference to the ASC Law, or to the ASC Regulations, is to be interpreted for the purposes of the laws of that jurisdiction.

“Division 3Commencement and application”.


Repeal of section 3

13.  Section 3 of the Principal Act is repealed.

Insertion of Division heading

14.  After section 4 of the Principal Act the following heading is inserted:

 

“Division 4Interpretation”.

Further amendments

15.  The Principal Act is further amended as set out in Schedule 7.

 

PART 5—AMENDMENTS OF OTHER ACTS

Amendments of the Acts Interpretation Act

16.  (1) In this section, “Principal Act” means the Acts Interpretation Act 19013.

(2)    After section 40 of the Principal Act the following section is inserted in Part IX:

References to Corporations Law and ASC Law

“40a. In any Act, unless the contrary intention appears:

‘ASC Law’ and ‘ASC Regulations’ have the meaning provided for by the Australian Securities Commission Act 1989;

‘Corporations Law’ and ‘Corporations Regulations’ have the meaning provided for by the Corporations Act 1989.”.

Amendments of the Cash Transaction Reports Act

17.  (1) In this section, “Principal Act” means the Cash Transaction Reports Act 19884.

(2)    Section 3 of the Principal Act is amended by omitting from subsection (1) the definition of “CTR information” and substituting the following definition:

“‘CTR information’ means information obtained by the Director under Part II and includes:

(a)  information included in a notice under subsection 18 (5), (5a) or (7) or 22 (1) or a copy of a record given under subsection 24 (5); and

(b)  information obtained by the Director under section 243d of the ASC Law of a State or Territory;”.


Amendments of the Crown Debts (Priority) Act

18.  (1) In this section, “Principal Act” means the Crown Debts (Priority) Act 19815.

(2)    Section 4 of the Principal Act is amended by omitting “or in the Companies Act 1981.” and substituting “, in the Companies Act 1981 or in the Corporations Law of the Australian Capital Territory”.

Amendments of the Taxation Administration Act

19.  (1) In this section, “Principal Act” means the Taxation Administration Act 19536.

(2)    Section 2 of the Principal Act is amended:

(a)  by inserting after paragraph (d) of the definition of “head” the following paragraph:

“(da)    in the case of the Australian Securities Commission—the Chairperson of that Commission;”;

(b)  by inserting after paragraph (d) of the definition of “law enforcement agency” the following paragraph:

“(da)    the Australian Securities Commission;”.

 

PART 6—REPEAL OF ACTS

Repeals

20.  (1) These Acts are repealed:

Corporations (Fees) Act 1989

Futures Organisations (Application for Membership) Fidelity Funds Contribution Act 1989

Futures Organisations Fidelity Funds Levy Act 1989

Futures Organisations (Membership) Fidelity Funds Contribution Act 1989

National Guarantee Fund (Members of Participating Exchanges) Levy Act 1989

National Guarantee Fund (Participating Exchanges) Levy Act 1989

National Guarantee Fund (Reportable Transactions) Levy Act 1989

Securities Exchanges (Application for Membership) Fidelity Funds Contribution Act 1989

Securities Exchanges Fidelity Funds Levy Act 1989

Securities Exchanges (Membership) Fidelity Funds Contribution Act 1989.

(2)    Unless they have commenced before the commencement of section 33 of the Corporations Act 1989 as amended by section 6 of this Act, the following Acts are repealed:

Companies (Fees: Taxation Component) Act 1989

Companies (Acquisition of SharesFees: Taxation Component) Act 1989

Securities Industry (Fees: Taxation Component) Act 1989

Futures Industry (Fees: Taxation Component) Act 1989.

---

SCHEDULE 1                                   Paragraph 7 (a)

AMENDMENTS TO ENABLE THE CORPORATIONS LAW
TO BE APPLIED AS A LAW OF EACH STATE AND TERRITORY

Amendments of Chapter 1

Heading to Chapter 1:

Omit the heading.

Part 1.1:

Repeal the Part.

Section 6:

Add at the end:

“(3)   This Part applies for the purposes of Chapter 6 as if a reference in this Part to a body corporate included a reference to a Chapter 6 body.”.

Section 8:

Repeal the section, substitute:

How to read references to provisions of this Law

“8.    (1) The object of this section is to help ensure that the Corporations Law of this jurisdiction operates, so far as possible, as if that Law, together with the Corporations Law of each jurisdiction other than this jurisdiction, constituted a single national Corporations Law applying of its own force throughout Australia.

“(2)  A reference to this Law is a reference to this Law or the Corporations Law of another jurisdiction.

“(3)  A reference to a provision of this Law is a reference to that provision or the corresponding provision of the Corporations Law of another jurisdiction.

“(4)  Subsections (2) and (3) have effect:

(a)  except so far as the contrary intention appears or the context otherwise requires; and

(b)  except as prescribed.

“(5)  Without limiting subsection (4):

(a)  subsection (2) does not apply in relation to a reference to this Law that is expressed as a reference to the Corporations Law of this jurisdiction; and

(b)  subsection (3) does not apply in relation to a reference to a


SCHEDULE 1—continued

provision of this Law that is expressed as a reference to that provision of the Corporations Law of this jurisdiction; and

(c)  neither of subsections (2) and (3) applies in relation to a reference in this section, section 8a, 58, 58a or 58b, Division 9, 10 or 11 of this Part, Part 1.3, 2.2 or 3.5, Part 4.1 (except section 363), Part 5.7, Division 2 of Part 7.3, section 1039 or 1042, Division 3 or 4 of Part 7.11, Division 5 of Part 7.12, Division 2 of Part 8.3, or Part 9.10.

Corporations Regulations, and application orders, of a jurisdiction treated as part of that jurisdiction’s Corporations Law

“8a. (1) Except in subsection 8 (3) or Part 1.3, a reference to this Law includes a reference to the regulations and the application orders.

“(2)  A reference in Part 1.3 to this Law includes a reference to the regulations.

“(3)  Subject to this section, a reference to the Corporations Law of a jurisdiction includes a reference to:

(a)  the Corporations Regulations of that jurisdiction; and

(b)  the application orders under section 111a of that Law.

“(4)  A reference to a provision of this Law includes a reference to the application orders (if any) in force for the purposes of that provision.

“(5)  A reference to a provision of the Corporations Law of a jurisdiction includes a reference to the application orders (if any) under section 111a of that Law that are in force for the purposes of the first-mentioned provision.

“(6)  No earlier subsection of this section applies in relation to a reference in this section.”.

Section 9 (definition of “accounting standard”):

Omit the definition, substitute:

‘accounting standard’, except in section 288, means:

(a)  an instrument in force under section 32 of the Corporations Act 1989, as the instrument has effect for the purposes of Parts 3.6 and 3.7 of the Corporations Law of this jurisdiction; and

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

Section 9 (definition of “Act”):

Omit the definition, substitute:

‘Act’ means:

(a)  except in relation to a jurisdiction—an Act of the Commonwealth; and

(b)  in relation to a jurisdiction:


SCHEDULE 1—continued

(i)  in the case of a State—an Act passed by the Parliament of that State; or

(ii)  in the case of the Northern Territory—an Act of the Northern Territory; or

(iii)   in the case of the Capital Territory—an Act or Ordinance of the Capital Territory;”.

Section 9 (definition of “ancillary offence”):

Omit the definition, substitute:

‘ancillary offence’, in relation to another offence, means an offence against:

(a)  section 5, 6, 7 or 7a of the Crimes Act 1914; or

(b)  subsection 86 (1) of that Act by virtue of paragraph 86 (1) (a) of that Act; or

(c)  such a provision of the Crimes Act 1914 as it applies as a law of this jurisdiction;

being an offence that is related to that other offence;”.

Section 9 (definition of “approved securities organisation”):

Omit the definition, substitute:

‘approved securities organisation’ means a body corporate in relation to which an approval under section 770 of the Corporations Law of this jurisdiction is in force;”.

Section 9 (definition of “Australia”):

Omit the definition, substitute:

‘Australia’ includes the coastal sea of each jurisdiction but does not include an external Territory;”.

Section 9 (definition of “banning order”):

Omit the definition, substitute:

‘banning order’ means:

(a)   in section 835 or 836—an order by the Commission in force under Division 5 of Part 7.3; and

(b)  in any other provision of Chapter 7—an order by the Commission in force under Division 5 of Part 7.3 of the Corporations Law of this jurisdiction; and

(c)   in section 1199 or 1199a—an order by the Commission in force under Division 5 of Part 8.3; and

(d)  in any other provision of Chapter 8—an order by the Commission in force under Division 5 of Part 8.3 of the Corporations Law of this jurisdiction;”.


SCHEDULE 1—continued

Section 9 (paragraph (a) of the definition of “Board”):

Omit the paragraph, substitute:

“(a)    in Parts 3.6 and 3.7—the Australian Accounting Standards Board; or”.

Section 9 (definition of “body corporate”):

Omit the definition, substitute:

‘body corporate’ includes a body corporate that is being wound up or has been dissolved and:

(a)  in this Chapter (except subsection 66a (3)) and section 230, includes an unincorporated registrable body; and

(b)  in Chapter 6, includes a Chapter 6 body;”.

Section 9 (subparagraph (a) (ii) of the definition of “clearing house”):

(a)  Omit “that is an eligible corporation and”.

(b)  After “1131 (2)” insert “or is taken because of subsection 1131 (4) to be in force”.

Section 9 (subparagraph (b) (ii) of the definition of “clearing house”):

(a)  Omit “that is an eligible corporation and”.

(b)  After “1131 (2)” insert “or is taken because of subsection 1131 (4) to be in force”.

Section 9 (paragraph (c) of the definition of “clients’ segregated account”):

Omit “or a corresponding law”.

Section 9 (definition of “close corporation”):

Omit the definition.

Section 9 (definition of “commencement”):

Omit the definition, substitute:

‘commencement’ means:

(a)  in relation to this Law or a provision of this Law—the time at which the Law or provision came into operation; or

(b)  in relation to an accounting standard:

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

(ii)  in the case of an accounting standard as varied by a particular provision of an instrument made under section 32 of the Corporations Act 1989, as the instrument has effect for the purposes of Parts 3.6 and 3.7 of the


SCHEDULE 1—continued

Corporations Law of this jurisdiction—the time when that provision took effect;”.

Section 9 (definition of “Commission delegate”):

Omit “Commission Act”, substitute ‘ASC Law of this jurisdiction”.

Section 9 (definition of “company”):

Omit the definition, substitute:

‘company’ means a company incorporated, or taken to be incorporated, under the Corporations Law of this jurisdiction and:

(a)  in sections 74, 220, 444 and 500, includes a recognised company; and

(b)  in Part 3.5, has a meaning affected by subsection 261 (1); and

(c)  in Part 5.8 (except sections 595 and 596), includes a Part 5.7 body; and

(d)  in Chapter 6, includes a body corporate (other than a prescribed body corporate) that:

(i)  is incorporated, or taken to be incorporated, in this jurisdiction, but not under that Law; and

(ii)   is included in an official list of a securities exchange within the meaning of that Chapter;

and a Chapter 6 company that is formed in this jurisdiction

and has a share capital;”.

Section 9 (definition of “company limited by shares”):

Omit the definition, substitute:

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

Section 9 (paragraph (a) of the definition of “constitution”):

Omit the paragraph, substitute:

“(a)  in the case of a company, a recognised company or any other body that has a memorandum and articles—the memorandum and articles of the company, recognised company or other body; or”.

Section 9 (definition of “corporation”):

Omit the definition, substitute:

‘corporation’ includes:

(a)  any body corporate, whether incorporated in this jurisdiction or elsewhere; and

(b)  a company; and

(c)  a recognised company; and


SCHEDULE 1—continued

(d)  an unincorporated body that:

(i)  is formed outside this jurisdiction; 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 this jurisdiction;

but does not include:

(e)  an exempt public authority; or

(f)   a corporation sole; or

(g)  an exempt body in relation to this jurisdiction as defined by section 66a;”.

Section 9 (definition of “Court”):

Omit the definition, substitute:

‘Court’ means the Federal Court, or the Supreme Court of this or any other jurisdiction, when exercising the jurisdiction of this jurisdiction;”.

Section 9 (definition of “dealers licence”):

Omit the definition, substitute:

‘dealers licence’ means:

(a)  in this Chapter or section 780, 806, 807 or 1017a—a dealers licence granted under Part 7.3; or

(b)  in any other provision of Chapter 7—a dealers licence granted under Part 7.3 of the Corporations Law of this jurisdiction;”.

Section 9 (paragraph (b) of the definition of “debenture”):

Omit “corporation” (wherever occurring), substitute “body corporate”.

Section 9 (definition of “Division 1 company”):

Insert “of the Corporations Law of this jurisdiction” after “Part 2.2”.

Section 9 (definition of “Division 2 company”):

Omit the definition, substitute:

‘Division 2 company’ means a body corporate that, because it is taken to be registered under Division 2 of Part 2.2 of the Corporations Law of this jurisdiction, is a company because of subsection 150 (3) and, in section 220, includes a body corporate that is a Division 2 company for the purposes of the Corporations Law of another jurisdiction;”.


SCHEDULE 1—continued

Section 9 (definition of “Division 3 company”):

Insert “of the Corporations Law of this jurisdiction” after “Part 2.2”.

Section 9 (definition of “Division 4 company”):

Insert “of the Corporations Law of this jurisdiction” after “Part 2.2”.

Section 9 (definition of “eligible circumstances”):

Omit the definition.

Section 9 (definition of “eligible corporation”):

Omit the definition.

Section 9 (definition of “eligible futures advice business”):

Omit the definition.

Section 9 (definition of “eligible futures adviser”):

Omit the definition.

Section 9 (definition of “eligible futures broker”):

Omit the definition.

Section 9 (definition of “eligible futures broking business”):

Omit the definition.

Section 9 (definition of “eligible futures conduct”):

Omit the definition.

Section 9 (definition of “eligible futures contract”):

Omit the definition.

Section 9 (definition of “eligible futures market”):

Omit the definition.

Section 9 (definition of “eligible investment advice business”):

Omit the definition.

Section 9 (definition of “eligible securities”):

Omit the definition.

Section 9 (definition of “eligible securities business”):

Omit the definition.


SCHEDULE 1—continued

Section 9 (definition of “eligible securities conduct”):

Omit the definition, substitute:

‘eligible securities conduct’ means conduct in the course of, for the purposes of, or otherwise in connection with:

(a)  dealing in securities; or

(b)  advising a person about securities; or

(c)  giving to a person a securities report;”.

Section 9 (definition of “Exchange subsidiary”):

Omit the definition, substitute:

‘Exchange subsidiary’ means:

(a)  in Chapter 6—a securities exchange or stock exchange within the meaning of that Chapter that is a subsidiary of the Exchange; and

(b)  in section 779 or subsection 920 (1)—a securities exchange that is a subsidiary of the Exchange; and

(c)  in any other provision of Chapter 7—a local securities exchange that is a subsidiary of the Exchange;”.

Section 9 (definition of “exempt public authority”):

Omit the definition, substitute:

‘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;”.

Section 9 (subparagraph (b) (ii) of the definition of “financial year”):

Omit “Act”, substitute “Law”.

Section 9 (paragraphs (c) and (d) of the definition of “financial year”):

Omit the paragraphs.

Section 9 (paragraphs (e) and (f) of the definition of “financial year”):

Omit the paragraphs, substitute:

“(e) in any case—a period that:

(i)  ended at a time when the body was not a company but was a company for the purposes of a corresponding previous law; and

(ii)  was a financial year of the body for the purposes of that law as in force at that time; or

(f)   in any case—a period that:

(i)  ended at a time when the body was neither a company,


SCHEDULE 1—continued

nor a company for the purposes of a previous corresponding law; and

(ii)  in respect of which a profit and loss account of the body was made out, or was required by the law of the body’s incorporation as at that time to be made out;”.

Section 9 (definition of “foreign company”):

Omit the definition, substitute:

‘foreign company’ means:

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

(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;”.

Section 9 (definition of “foreign corporation”):

Omit the definition.

Section 9 (definition of “Fund”):

Omit “929 (1)”, substitute “section 69 of the Corporations Act 1989.

Section 9 (definition of “futures advisers licence”):

Omit the definition, substitute:

‘futures advisers licence’ means:

(a)  in this Chapter or section 1173—a futures advisers licence granted under Part 8.3; and

(b)  in any other provision of Chapter 8—a futures advisers licence granted under Part 8.3 of the Corporations Law of this jurisdiction;”.

Section 9 (definition of “futures association”):

Omit the definition, substitute:

‘futures association’ means:

(a)  in this Chapter or section 1220, 1222, 1223 or 1269—a body corporate in relation to which an approval under section 1132


SCHEDULE 1—continued

is in force or is taken because of subsection 1132 (3) to be in force; or

(b)  in any other provision of Chapter 8—a local futures association;”.

Section 9 (paragraph (a) of the definition of “futures broker”):

Omit “Parts 8.4 and”, substitute “section 1209 and Part”.

Section 9 (paragraph (b) of the definition of “futures broker”):

Omit the paragraph, substitute:

“(b)  in section 1209 or Part 8.5 (except a provision of that section or Part referred to in paragraph (c) of this definition)—the holder of a futures brokers licence granted under Part 8.3 of the Corporations Law of this jurisdiction; and

(c) in subsection 1209 (14), (15) or (16) or section 1221 or 1222—the holder of a futures brokers licence;”.

Section 9 (definition of “futures brokers licence”):

Omit the definition, substitute:

‘futures brokers licence’ means:

(a)  in this Chapter or section 1142, 1172, 1173 or 1269—a futures brokers licence granted under Part 8.3; and

(b)  in any other provision of Chapter 8—a futures brokers licence granted under Part 8.3 of the Corporations Law of this jurisdiction;”.

Section 9 (definition of “futures exchange”):

Omit the definition, substitute:

‘futures exchange’ means:

(a)  in this Chapter or section 1220, 1222, 1223 or 1269—a body corporate in relation to which an approval under section 1126 is in force or is taken because of subsection 1126 (3) to be in force; or

(b)  in any other provision of Chapter 8—a local futures exchange;”.

Section 9 (definition of “futures law”):

Omit “, or a law corresponding to a provision of,”.

Section 9 (definition of “futures organisation”):

Omit the definition, substitute:

‘futures organisation’ means:

(a)   in this Chapter, section 1141a or subsection 1242 (3) or 1249 (3)—a futures exchange or a futures association; and

(b)  in Part 8.6:


SCHEDULE 1—continued

(i)  a local futures exchange; or

(ii)  a local futures association, other than a futures association each of whose members is also a member of a futures exchange; and

(c)  in any other provision of Chapter 8—a local futures exchange or a local futures association;”.

Section 9 (definition of “incorporate”):

After “form” insert “and has a meaning affected by section 76”.

Section 9 (definition of “insurance corporation”):

Omit the definition.

Section 9 (definition of “interstate”):

Omit the definition.

Section 9 (definition of “investment advisers licence”):

Omit the definition, substitute:

‘investment advisers licence’ means:

(a)  in this Chapter or section 807—an investment advisers licence granted under Part 7.3; or

(b)  in any other provision of Chapter 7—an investment advisers licence granted under Part 7.3 of the Corporations Law of this jurisdiction;”.

Section 9 (definition of “investment contract”):

Omit “Australia” (wherever occurring), substitute “this jurisdiction”.

Section 9 (definition of “law”):

Omit the definition, substitute:

‘law’, in relation to a jurisdiction, means, subject to section 58, a law of, or a law in force in, that jurisdiction and, in the case of the Capital Territory, includes, without limitation:

(a)  the Corporations Act 1989 and regulations under it; and

(b)  the Corporations Law, Corporations Regulations, ASC Law, and ASC Regulations, of the Capital Territory; and

(c)  a relevant Act within the meaning of the Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980; and

(d)  regulations under such an Act;

‘Law’, in the case of a reference to this Law or to the Corporations Law of a jurisdiction, has the additional meaning given by sections 8 and 8a;”.


SCHEDULE 1—continued

Section 9 (definitions of “licence” and “licensee”):

Omit the definitions, substitute:

‘licence’ means:

(a)  in section 808—a securities licence; and

(b)  in any other provision of Chapter 7—a dealers licence, or an investment advisers licence, granted under Part 7.3 of the Corporations Law of this jurisdiction; and

(c)  in section 1174 or subsection 1220 (2) or 1221 (3)—a futures licence; and

(d)  in any other provision of Chapter 8—a futures brokers licence, or a futures advisers licence, granted under Part 8.3 of the Corporations Law of this jurisdiction;

‘licensee’ means:

(a)   in section 781 or subsection 879 (1)—a securities licensee; and

(b)  in any other provision of Chapter 7—a person who holds a dealers licence, or an investment advisers licence, granted under Part 7.3 of the Corporations Law of this jurisdiction; and

(c)   in section 1143—a futures licensee; and

(d)  in any other provision of Chapter 8—a person who holds a futures brokers licence, or a futures advisers licence, granted under Part 8.3 of the Corporations Law of this jurisdiction; and

(e)   in relation to a licence—the person who holds the licence;”.

Section 9 (definition of “listed corporation”):

After “exchange” insert “(as defined, for the purposes of this definition, by the regulations)”.

Section 9 (definition of “lodge”):

Add at the end “in this or any other jurisdiction”.

Section 9 (definition of “management company”):

Omit “corporation”, substitute “body corporate”.

Section 9 (definition of “marketable securities”):

Omit “corporation” (wherever occurring), substitute “body corporate”.

Section 9 (definition of “member firm”):

Omit “within the meaning of Chapter 7”.

Section 9 (definition of “Minister”):

Omit the definition, substitute:

‘Minister’ has the meaning given by section 80a;”.


SCHEDULE 1—continued

Section 9 (definition of “NSEGC”):

Before “law” insert “previous”.

Section 9 (paragraph (a) of the definition of “option contract”):

Omit all the words after “class of securities,”, substitute “, being securities of a kind referred to in paragraph 92 (1) (a), (b), (c) or (d), at a price specified in, or to be determined in accordance with, the contract; or”.

Section 9 (paragraph (b) of the definition of “option contract”):

Omit “within the meaning of Chapter 7”.

Section 9 (paragraphs (a), (b) and (c) of the definition of “Part 5.1 body”):

Omit the paragraphs, substitute:

“(a)   a company; or

(b)  a registrable body (other than a registrable local body) that is registered under Division 1 or 2 of Part 4.1 of the Corporations Law of this jurisdiction;”.

Section 9 (definition of “Part 5.7 body”):

Omit the definition, substitute:

‘Part 5.7 body’ means:

(a)  a registrable body (other than a registrable local body) that:

(i)  is registered under Division 1 or 2 of Part 4.1 of the Corporations Law of this jurisdiction; or

(ii)  carries on business in this jurisdiction; or

(b)  a partnership, association or other body (whether a body corporate or not) that consists of more than 5 members;”.

Section 9 (definition of “place of origin”):

Omit the definition, substitute:

‘place of origin’, in relation to a body corporate, means:

(a)   in the case of a body incorporated in a State or Territory—that State or Territory; or

(b)  otherwise—the place of the body’s incorporation;”.

Section 9 (definition of “prescribed”):

Omit “this Act”, substitute “the Corporations Law of this jurisdiction”.

Section 9 (definition of “previous Fund”):

Omit “a law corresponding to section 929”, substitute “subsection 122ca (1) of the Securities Industry Act 1980.


SCHEDULE 1—continued

Section 9 (definition of “proprietary company”):

Omit the definition, substitute:

‘proprietary company’ means:

(a)  a body corporate incorporated as a proprietary company by virtue of section 116; or

(b)  a body corporate converted into a proprietary company under subsection 168 (1); or

(c)  a body corporate registered as a proprietary company under subsection 137 (4) or 145 (4);

being a body corporate that has not since ceased under section 168 or 170 to be a proprietary company;”.

Section 9 (definition of “prospectus”):

Omit “corporation”, substitute “body corporate”.

Section 9 (definition of “public company”):

Omit the definition, substitute the following definition:

‘public company’ means a company other than a proprietary company and, in the definition of ‘public corporation’ in this section, paragraph 228 (1) (b) and subsection 879 (1), includes a body corporate that is a public company for the purposes of the Corporations Law of another jurisdiction;”.

Section 9 (definition of “public corporation”):

Omit the definition, substitute:

‘public corporation’ means:

(a)  a public company; or

(b)  in relation to a prescribed interest that relates to an undertaking, scheme, enterprise, contract or arrangement (in this paragraph called the ‘relevant undertaking’)—a body corporate, other than a public company, that is declared by the Commission, by writing, to be a public corporation for the purposes of Part 7.12 in relation to:

(i)  the relevant undertaking; or

(ii)   a class of undertakings, schemes, enterprises, contracts or arrangements that includes the relevant undertaking;”.

Section 9 (definition of “registered Australian corporation”):

Omit the definition, substitute:

‘registered Australian body’ means:

(a)  in this Chapter—a registrable Australian body that is registered under Division 1 of Part 4.1; or

(b)  otherwise—a registrable Australian body that is registered under Division 1 of Part 4.1 of the Corporations Law of this jurisdiction;”.


SCHEDULE 1—continued

Section 9 (definition of “registered body”):

Omit the definition, substitute:

‘registered body’ means:

(a)  in this Chapter, subsection 358 (2) or section 363 or 364—a registered Australian body or a registered foreign company; or

(b)  otherwise—a registrable body that is registered under Division

1 or 2 of Part 4.1 of the Corporations Law of this jurisdiction;”.

Section 9 (definition of “registered company auditor”):

Omit the definition, substitute:

‘registered company auditor’ means:

(a)  in sections 1287 and 1288—a person registered as an auditor, or taken to be registered as an auditor, under Part 9.2 of the Corporations Law of this jurisdiction; and

(b)  otherwise—a person registered as an auditor, or taken to be registered as an auditor, under Part 9.2;

and, 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;”.

Section 9 (definition of “registered foreign company”):

Omit the definition, substitute:

‘registered foreign company’ means:

(a)  in this Chapter or section 363—a foreign company that is registered under Division 2 of Part 4.1; or

(b)  otherwise—a foreign company that is registered under Division

2 of Part 4.1 of the Corporations Law of this jurisdiction;”.

Section 9 (definition of “registered liquidator”):

Omit the definition, substitute:

‘registered liquidator’ means:

(a)  in sections 1287 and 1288—a person registered as a liquidator under subsection 1282 (2), or taken to be registered as a liquidator under Part 9.2, of the Corporations Law of this jurisdiction; and

(b)  otherwise—a person registered as a liquidator under subsection 1282 (2) or taken to be registered as a liquidator under Part 9.2;”.

Section 9 (definition of “registered office”):

Omit the definition, substitute:

‘registered office’, in relation to a body corporate, means the body’s registered office under section 217 or 359, as the case requires;”.


SCHEDULE 1—continued

Section 9 (definition of “registrable Australian corporation”):

Omit the definition, substitute:

‘registrable Australian body’ means:

(a)  a body corporate, not being:

(i)  a company; or

(ii)   a recognised company; or

(iii)  an exempt public authority; or

(iv)  a corporation sole; or

(b)  an unincorporated body that, 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;

but does not include a foreign company;”.

Section 9 (definition of “registrable body”):

Omit “corporation”, substitute “body”.

Section 9 (definition of “registration day”):

(a)  After paragraph (a) insert:

“(aa)  in relation to a Division 2 company—the day of commencement of Division 2 of Part 2.2; or”.

(b)  Omit from paragraph (b) “2,”.

Section 9 (definition of “rules”):

Omit the definition, substitute:

‘rules’ means:

(a)  rules of the Federal Court; or

(b)  rules of the Supreme Court of this or another jurisdiction;

as the case requires;”.

Section 9 (paragraph (a) of the definition of “securities exchange”):

(a)  Before “Chapter 6” insert “this Chapter or”.

(b)  Add at the end “or”.

Section 9 (paragraph (c) of the definition of “securities exchange”):

Omit the paragraph, substitute:

“(c)  in this Chapter, section 773, 778, 779, 874 or 879, subsection 920 (1) or Part 7.12:

(i)   a stock exchange; or


SCHEDULE 1—continued

(ii)  a body corporate in relation to which an approval under section 770 is in force; or

(d) in any other provision of Chapter 7:

(i)     a local stock exchange; or

(ii)  an approved securities organisation;”.

Section 9 (definition of “securities law”):

Omit “, or a law corresponding to a provision of,”.

Section 9 (definition of “securities recommendation”):

Omit “eligible” (wherever occurring).

Section 9 (definition of “SEGC”):

Omit “925 (1)”, substitute “67 (1) of the Corporations Act 1989 or is taken because of subsection 67 (5) of that Act to be so in force”.

Section 9 (definition of “sole trader”):

Omit “within the meaning of Chapter 7”.

Section 9 (definition of “State”):

Omit the definition, substitute:

‘State’ means a State of the Commonwealth and includes the Northern Territory;”.

Section 9 (paragraph (a) of the definition of “stock exchange”):

(a)  Before “Chapter 6” insert “this Chapter or”.

(b)  Add at the end “or”.

Section 9 (paragraph (c) of the definition of “stock exchange”):

Omit “in Chapter 7—any of the following that is an eligible corporation:”, substitute “in this Chapter, section 869 or 1115 or Part 7.12—any of the following:”.

Section 9 (subparagraph (c) (xi) of the definition of “stock exchange”):

Omit the subparagraph, substitute:

“(xi) a body corporate in relation to which an approval under section 769 is in force; or”.

Section 9 (definition of “stock exchange”):

Add at the end:

“(d)  in any other provision of Chapter 7—a local stock exchange;”.


SCHEDULE 1—continued

Section 9 (definition of “Table A proprietary company”):

Omit the definition, substitute:

‘Table A proprietary company’ means a company limited by shares that is a proprietary company;”.

Section 9 (definition of “takeover scheme”):

Omit the definition, substitute:

‘takeover scheme’ has the meaning given by section 603;”.

Section 9 (definition of “Territory”):

Omit the definition, substitute:

‘Territory’ means the Capital Territory or an external Territory;”.

Section 9 (definition of “this Act”):

Omit the definition, substitute:

‘this Law’ has the additional meaning given by sections 8 and 8a;”.

Section 9 (definition of “trading activities”):

Omit the definition.

Section 9 (definition of “trading corporation”):

Omit the definition.

Section 9 (definition of “transfer day”):

Omit the definition.

Section 9 (definition of “Type A body”):

Omit the definition.

Section 9 (definition of “Type B body”):

Omit the definition.

Section 9 (definition of “unlimited company”):

Omit the definition, substitute:

‘unlimited company’ means a company formed on the principle of having no limit placed on the liability of its members;”.

Section 9:

Insert:

‘Account’ means the Companies Unclaimed Money Account established by section 71 of the Corporations Act 1989;

‘act’ includes thing;

‘Advisory Committee’ means the Companies and Securities Advisory Committee established by section 145 of the Australian Securities Commission Act 1989;


SCHEDULE 1—continued

‘another jurisdiction’ means a jurisdiction other than this jurisdiction;

‘application order’ means an order under section 111a of the Corporations Law of this jurisdiction;

‘appoint’ includes re-appoint;

‘calendar month’ means a period commencing at the beginning of a day of one of the 12 months of the year and ending immediately before the beginning of the corresponding day of the next month or, if there is no such corresponding day, ending at the expiration of the next month;

‘calendar year’ means a period of 12 months commencing on 1 January;

‘Chapter 6 body’ has the meaning given by section 53a;

‘Chapter 6 company’ has the meaning given by section 53a;

‘chargeable matter’ means any of the following:

(a)  the lodgment of a document under the Corporations Law of this jurisdiction;

(b)  the registration of a document under that Law;

(c)  the inspection or search of a register kept by, or a document in the custody of, the Commission under that Law;

(d)  the making available by the Commission, under that Law, of information (whether in the form of a document or otherwise);

(e)  the production by the Commission, under a subpoena, of such a register or document;

(f)  the issuing of a document or of a copy of a document, the granting of a licence, consent or approval, or the doing of any other act, under that Law, by the Minister or the Commission;

(g)  the making of an inquiry of, or an application to, the Minister, or the Commission, in relation to a matter arising under that Law;

(h)  the submission to the Commission of a document for examination by the Commission;

‘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 jurisdiction—means so much of the coastal sea of Australia as is within the area described in Schedule 2 to the Petroleum (Submerged Lands) Act 1967 under the heading that refers to that jurisdiction;

‘Consolidated Revenue Fund’ means the Consolidated Revenue Fund of the Commonwealth;


SCHEDULE 1—continued

‘Constitution’ means the Constitution of the Commonwealth;

‘contravene’ includes fail to comply with;

‘Corporations Law’, in relation to a jurisdiction, has the additional meaning given by section 8a;

‘corresponding previous law’ has the meaning given by section 58;

‘court’ means any court when exercising the jurisdiction of this jurisdiction;

‘court of summary jurisdiction’ means any justice or justices of the peace or other magistrate sitting as a court for the making of summary orders or the summary punishment of offences:

(a)  under a law of the Commonwealth or of this or any other jurisdiction; or

(b)  by virtue of his or her commission or their commissions;

‘estate’ includes any estate or interest, charge, right, title, claim, demand, lien or encumbrance, at law or in equity;

‘Executive Council’ means the Federal Executive Council;

‘exempt body’ has the meaning given by section 66a;

‘exempt securities’ has the meaning given by section 69a;

‘external Territory’ means a Territory, not being an internal Territory, provision for the government of which as a territory is made by any Act;

‘Federal Court’ means the Federal Court of Australia;

‘fee’, in Part 9.10, includes a fee that is a tax;

‘for’, in relation to a fee or tax, includes in respect of;

‘foreign country’ means any country (whether or not an independent sovereign state) outside Australia and the external Territories;

‘Gazette’ means the Commonwealth of Australia Gazette;

‘Government Printer’ includes any person printing for the Government of the Commonwealth;

‘internal Territory’ means the Capital Territory or the Northern Territory;

‘Jervis Bay Territory’ means the Territory referred to in the Jervis Bay Territory Acceptance Act 1915;

‘jurisdiction’ means a State or the Capital Territory and, in the case of a State, includes the coastal sea of the State;

‘justice of the peace’ includes a justice of the peace for a State or part of a State or for a Territory;

‘land’ includes messuages, tenements and hereditaments, corporeal and incorporeal, of any tenure or description, and whatever may be the estate or interest therein;

‘local corporation’ means:

(a)   a company; or


SCHEDULE 1—continued

(b)   any other corporation that is incorporated in this jurisdiction;

‘local futures association’ means a body corporate in relation to which an approval under section 1132 of the Corporations Law of this jurisdiction is in force;

‘local futures exchange’ means a body corporate in relation to which an approval under section 1126 of the Corporations Law of this jurisdiction is in force;

‘local securities exchange’ means a local stock exchange or an approved securities organisation;

‘local stock exchange’ means:

(a)  the Exchange; or

(b)  a body corporate referred to in any of subparagraphs (c) (ii) to (x), inclusive, of the definition of ‘stock exchange’ that conducts in this jurisdiction, or proposes so to conduct, a stock market; or

(c)  a body corporate in relation to which an approval under section 769 of the Corporations Law of this jurisdiction is in force;

‘magistrate’ means a magistrate who is remunerated by salary or otherwise;

‘manage’, in relation to a body corporate, has in sections 229, 230, 599 and 600 a meaning affected by section 91a;

‘month’ means calendar month;

‘national business names register’ means the record or records of information identified by the Minister in a notice under section 70 of the Corporations Act 1989;

‘non-company’ means a body corporate other than:

(a)  a company; or

(b)  a recognised company; or

(c)  a corporation sole; or

(d)  a body of a kind referred to in:

(i)  paragraph (b) of the definition of ‘foreign company’; or

(ii)  paragraph (b) of the definition of ‘registrable Australian body’;

‘Northern Territory’ means the Northern Territory of Australia;

‘office’, in relation to the Commission, means an office of the Commission in this jurisdiction or elsewhere;

‘originating provision’, in relation to a provision of this Law, means the provision enacted by the Parliament as a direct or indirect result of which the provision of this Law was included in this Law;

‘other jurisdictions’ means 2 or more jurisdictions other than this jurisdiction;

‘outstanding property’, in relation to a body corporate that has been dissolved, means outstanding property (other than unpaid capital, whether called or uncalled) that was vested in the body, to which it


SCHEDULE 1—continued

was entitled, or over which it had a disposing power, when it was dissolved, but that neither the body nor its liquidator got in, realised on or otherwise disposed of or dealt with;

‘Parliament’ means the Parliament of the Commonwealth;

‘person’ includes a body politic or corporate as well as an individual;

‘Proclamation’ means a Proclamation by the Governor-General published in the Gazette;

‘recognised company’ means a body corporate that, because of the definition of ‘company’ in section 9 of the Corporations Law of another jurisdiction, is a company for the purposes of that section of that Law;

‘record’ includes information stored or recorded by means of a computer;

‘registrable local body’ means a registrable Australian body that:

(a)  is incorporated in this jurisdiction; or

(b)  is unincorporated but is formed, or has its head office or principal place of business, in this jurisdiction;

‘relevant body’ means:

(a)  in sections 599 and 600:

(i)  a corporation; or

(ii)  a Part 5.7 body; or

(iii)   a corporation or Part 5.7 body that is being wound up or has been dissolved; and

(b)  otherwise:

(i)  a corporation; or

(ii)  a body corporate;

‘relevant previous law’, in relation to a jurisdiction, means:

(a)  in the case of the Capital Territory—a relevant Act within the meaning of the Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980; and

(b)  in the case of any other jurisdiction—a relevant Code within the meaning of a law of that other jurisdiction;

‘regulations’ means the Corporations Regulations of this jurisdiction;

‘statutory declaration’ means a declaration made by virtue of any Act of the Commonwealth, of a State or of a Territory authorising a declaration to be made otherwise than in the course of a judicial proceeding;

‘Territory’ means a Territory referred to in section 122 of the Constitution, other than the Northern Territory;

‘this jurisdiction’ includes the coastal sea of this jurisdiction;

‘writing’ includes any mode of representing or reproducing words, figures, drawings or symbols in a visible form.”.


SCHEDULE 1—continued

Section 22:

Repeal the section.

Paragraph 25 (4) (b):

Omit the paragraph.

After section 53:

Insert:

Chapter 6 body and Chapter 6 company

“53a. (1) A body is a Chapter 6 body or a Chapter 6 company if, and only if, a notice declaring the body to be a Chapter 6 body or Chapter 6 company, as the case may be, is in force under subsection (2).

“(2)  The Commission may, by Gazette notice, declare an unincorporated body to be a Chapter 6 body, or a Chapter 6 company, for the purposes of the Corporations Law.”.

Section 58:

Repeal the section, substitute:

Corresponding laws and corresponding previous laws

“58.  (1) A reference, in relation to this Law, to a corresponding law is a reference to the Corporations Law of another jurisdiction.

“(2)  A reference, in relation to a provision of this Law, to a corresponding law, or a reference to a law corresponding to a provision of this Law, is a reference to the provision of the Corporations Law of another jurisdiction that corresponds to that provision of this Law.

“(3)  A reference to a corresponding previous law is a reference:

(a)  to a previous law of this jurisdiction that corresponds, in whole or in part, to this Law, to the extent that it so corresponds; and

(b)  except where the contrary intention appears—to a previous law of another jurisdiction that corresponds to a law referred to in paragraph (a).

“(4)   A reference, in relation to a provision of this Law, to a corresponding previous law, or a reference to a previous law corresponding to a provision of this Law, is a reference:

(a)  to a provision of a previous law of this jurisdiction that:

(i)  corresponds to that provision of this Law; or

(ii)   is declared by the regulations to be a provision that so corresponds; and

(b)  except where the contrary intention appears—to a provision of


SCHEDULE 1—continued

a previous law of another jurisdiction that corresponds to the provision referred to in paragraph (a).

“(5)  A reference to the lodgment or registration of a prospectus under a corresponding previous law is a reference to the lodgment of a copy of a prospectus with, or the registration of a copy of a prospectus by, as the case may be, the NCSC under:

(a)  a corresponding previous law of this jurisdiction; or

(b)  a law of another jurisdiction that corresponds to that corresponding previous law.”.

After section 58:

Insert:

Recognition of acts etc. done under corresponding laws

“58a. (1) A reference to an act done by or in relation to the Commission is a reference to such an act done under or for the purposes of the Corporations Law of this or any other jurisdiction.

“(2)  A reference to an act done by or in relation to a court is a reference to such an act done under or for the purposes of the Corporations Law of this or any other jurisdiction.

Discharge of obligations under this Law

“58b. (1) Except as expressly provided in this Law, any act done, whether within Australia or elsewhere, which, if it had been done under or for the purposes of this Law, would have discharged an obligation under this Law, discharges that obligation.

“(2)  Subject to subsection (3), an act required to be done under this Law may, for the purposes of this Law, be done anywhere in Australia, whether within or outside this jurisdiction.

“(3)  Nothing in subsection (2) affects the operation of any provision of this Law that:

(a)  expressly requires a particular act to be done within this jurisdiction; or

(b)  expressly or by implication permits a particular act to be done outside Australia.”.

Subparagraph 62 (2) (c) (i):

Omit “this Act or the company law of a State or Territory”, substitute “the Corporations Law”.

Subparagraph 62 (2) (c) (ii):

Omit “this Act or that law, as the case may be”, substitute “the Corporations Law”.


SCHEDULE 1—continued

Paragraph 62 (2) (d):

Omit “this Act or the company law of a State or Territory”, substitute “the Corporations Law”.

Section 63:

Repeal the section.

Paragraph 65 (1) (a):

Omit “corporation”, substitute “body corporate”.

Paragraph 65 (1) (b):

Omit “corporation” (first occurring), substitute “body corporate”.

Subparagraph 65 (1) (b) (ii):

(a)  Omit “corporation”, substitute “body corporate”.

(b)  Omit “a body”, substitute “another body”.

Paragraph 65 (1) (c):

(a)  Omit “corporation” (first and third occurring), substitute “body corporate”.

(b)  Omit “corporations” (first occurring), substitute “bodies corporate”.

Paragraph 65 (3) (a):

Omit “corporation”, substitute “body corporate”.

Subsection 66 (1) (definition of “listed corporation”):

Omit “within the meaning of Chapter 7”.

Subsection 66 (1) (paragraph (a) of the definition of “prospectus”):

After “corresponding”, insert “previous”.

Paragraphs 66 (2) (a), (b), (c), (d), (e), (f), (g), (h), (j) and (k):

Add at the end “or”.

Paragraphs 66 (3) (a), (b), (c), (d), (e), (f), (g), (h) and (j):

Add at the end “or”.

Subparagraphs 66 (2) (e) (i) and (3) (e) (i):

Add at the end “or”.


SCHEDULE 1—continued

After section 66:

Insert:

Exempt bodies

“66a. (1) Each of the following is an exempt body in relation to New South Wales:

(a)  a society, association or union registered under the Co-operation Act 1923 of New South Wales;

(b)  a society or association registered under the Permanent Building Societies Act 1967 of New South Wales;

(c)  a credit union, an association of credit unions, or a union of associations of credit unions, registered under the Credit Union Act 1969 of New South Wales;

(d)  a registrable body or recognised company in respect of which an exemption from compliance with:

(i)  subsection 61 (1) of the Co-operation Act 1923 of New South Wales; or

(ii)   subsection 35 (1) of the Permanent Building Societies Act 1967 of New South Wales; or

(iii)   subsection 28 (1) of the Credit Union Act 1969 of New South Wales;

is in force.

“(2)  Each of the following is an exempt body in relation to Queensland:

(a)  a society within the meaning of The Co-operative and Other Societies Act 1967-1986 of Queensland;

(b)  a registered society within the meaning of The Building Societies Act 1985-1987 of Queensland;

(c)  a society within the meaning of The Co-operative Housing Societies Act 1958-1974 of Queensland;

(d)  an association within the meaning of The Primary Producers’ Co-operative Associations Act 1923 of Queensland;

(e)  an association, society, institution or body incorporated under The Associations Incorporation Act 1981-1989 of Queensland.

“(3)  A body corporate is an exempt body in relation to South Australia if, and only if:

(a)  it is not a company for the purposes of section 9 of the Corporations Law of South Australia; and

(b)  it is incorporated by or under a law of South Australia other than that Law or a corresponding previous law.

“(4)  Each of the following is an exempt body in relation to Western Australia:

(a)  a society within the meaning of section 5 of the Building Societies Act 1976 of Western Australia;


SCHEDULE 1—continued

(b)  a credit union, foreign credit union, society or corporation of the kind referred to in subsection 5 (1) of the Credit Unions Act 1979 of Western Australia;

(c)  a body corporate that is:

(i)  a company for the purposes of section 9 of the Corporations Law of Western Australia; and

(ii) a co-operative company;

(d)  a society registered under the Co-operative and Provident Societies Act 1903 of Western Australia;

(e)  an association, society, institution or body incorporated under the Associations Incorporation Act 1895 of Western Australia.

“(5)  Each of the following is an exempt body in relation to Tasmania:

(a)  a trustee bank registered under the Trustee Banks Act 1984 of Tasmania;

(b)  a society registered under the Building Societies Act 1876, the Co-operative Industrial Societies Act 1928, or the Co-operative Housing Societies Act 1963, of Tasmania;

(c)  an association, society, institution or body incorporated under the Associations Incorporation Act 1964 of Tasmania;

(d)  a body corporate created by section 75q of the Conveyancing and Law of Property Act 1884 of Tasmania.

“(6)  Each of the following is an exempt body in relation to the Northern Territory:

(a)   a society within the meaning of the Building Societies Act of the Northern Territory;

(b)  a credit union, or foreign credit union, within the meaning of the Credit Unions Act of the Northern Territory;

(c)   a society registered under the Co-operative Societies Act of the Northern Territory;

(d)  an association, society, institution or body incorporated under the Associations Incorporation Act of the Northern Territory;

(e)   a corporation constituted under the Unit Titles Act of the Northern Territory.

“(7)  Each of the following is an exempt body in relation to the Capital Territory:

(a)  a society registered under the Co-operative Societies Act 1939 of the Capital Territory;

(b)  an association, society, institution or body incorporated under the Associations Incorporation Act 1953 of the Capital Territory;

(c)  a corporation constituted under the Unit Titles Act 1970 of the Capital Territory.”.


SCHEDULE 1—continued

Paragraphs 67 (4) (a) to (g) (inclusive):

Omit the paragraphs, substitute:

“(a)  as an official receiver or trustee within the meaning of the Bankruptcy Act 1966; or

(b)  as a receiver, receiver and manager, or liquidator, appointed by a court; or

(c)  as a person appointed by a court to carry on the business concerned; or

(d)  as a receiver, receiver and manager, or liquidator, appointed otherwise than by a court; or

(e)  as an official manager or deputy official manager of a body corporate; or

(f)  as a trustee or other person administering a compromise or arrangement between a body corporate and any other person or persons; or

(g)  as a personal representative of a dead futures broker or futures adviser, as the case may be; or”.

Subsection 69 (2):

(a)  Omit “a State or Territory”, substitute “another jurisdiction”.

(b)  Omit “the State or Territory”, substitute “that jurisdiction”.

Subparagraph 69 (3) (a) (ii):

Omit the subparagraph, substitute:

“or (ii) a recognised company; or”.

Paragraphs 69 (3) (b) and (c):

Omit the paragraphs, substitute:

“or (b) a public company of this or another jurisdiction; or”.

Paragraphs 69 (4) (a) and (b):

Omit the paragraphs, substitute:

“(a)   a proprietary company of this or another jurisdiction; or”.

Subsection 69 (6):

Omit the subsection, substitute:

“(6)  For the purposes of subsections (3) and (4), a recognised company is neither a public company, nor a proprietary company, of the jurisdiction concerned if a licence is in force in respect of it under section 383 of the Corporations Law of that jurisdiction.”.


SCHEDULE 1—continued

Section 69:

Add at the end:

“(10) A reference in subsection 857 (19), 858 (7), 1215 (19) or 1216 (7) to an exempt proprietary company includes a reference to a body corporate that is an exempt proprietary company for the purposes of the Corporations Law of another jurisdiction.”.

After section 69:

Insert:

Exempt securities

“69a. (1) The following are exempt securities in relation to New South Wales:

(a)  securities of a society, association or union registered under the Co-operation Act 1923, or under the Permanent Building Societies Act 1967, of New South Wales;

(b)  securities of a credit union, association of credit unions, or union of associations of credit unions, registered under the Credit Union Act 1969 of New South Wales.

“(2)  Securities are exempt securities in relation to Victoria if, and only if, they are securities of a co-operative company that is a company for the purposes of section 9 of the Corporations Law of Victoria and that:

(a)  immediately before the commencement of the Companies Act 1958 of Victoria, was a company to which section 356 of the Companies Act 1938 of Victoria did not apply; or

(b)  immediately before the commencement of the Companies (Application of Laws) Act 1981 of Victoria, was exempted for the time being from the provisions of section 374 of the Companies Act 1961 of Victoria by order of the Governor in Council of Victoria; or

(c)  the regulations declare to be a body to which this subsection applies.

“(3)  Subsection (2) does not apply in relation to a body that the regulations declare to be a body to which that subsection does not apply.

“(4)  The following are exempt securities in relation to South Australia:

(a)  securities of a building society registered under the Building Societies Act, 1975-1981 of South Australia;

(b)  securities of a credit union registered under the Credit Unions Act, 1976-1980 of South Australia;


SCHEDULE 1—continued

(c)  securities of a society registered under the Friendly Societies Act, 1919-1975 of South Australia.

“(5)  The following are exempt securities in relation to the Northern Territory:

(a)  securities of a society within the meaning of the Building Societies Act of the Northern Territory;

(b)  securities of a credit union, or foreign credit union, within the meaning of the Credit Unions Act of the Northern Territory;

(c)  securities of a society registered under the Co-operative Societies Act of the Northern Territory.”.

Subsection 71 (2):

Omit the subsection.

Subsection 71 (3):

Omit the subsection, substitute:

“(3)  The remaining provisions of this subsection apply for the purposes of determining:

(a)  whether or not a person carries on a futures advice business; and

(b)  what constitutes a futures advice business carried on by a person; and

(c)  whether or not a person holds himself, herself or itself out to be a futures adviser.”.

Subsection 73 (1):

Omit the subsection, substitute:

“(1)  Subject to subsection (2), a person is a futures representative of another person if, and only if, the first-mentioned person:

(a)  is employed by; or

(b)  acts for or by arrangement with;

the other person in connection with a futures broking business or futures advice business carried on by the other person.”.

Paragraph 73 (3) (a):

Omit the paragraph, substitute:

“(a)  in connection with a futures broking business or futures advice business carried on by the other person;”.

Section 76:

Repeal the section, substitute:


SCHEDULE 1—continued

Incorporated in a jurisdiction or in Australia

“76.  (1) A company is incorporated in this jurisdiction.

“(2)  A body corporate that, because of the definition of ‘company’ in section 9 of the Corporations Law of another jurisdiction, is a company for the purposes of that section of that Law is incorporated in that jurisdiction.

“(3)  A body corporate incorporated by or under a law of a jurisdiction is incorporated in that jurisdiction.

“(4)  A body corporate incorporated by or under a law of the Commonwealth, or of a jurisdiction, is incorporated in Australia.

“(5)   Nothing in this section limits the generality of anything else in it.”.

Subsection 77 (2):

Omit the subsection.

Subsection 77 (3):

Omit the subsection, substitute:

“(3)  The remaining provisions of this section apply for the purposes of determining:

(a)  whether or not a person carries on an investment advice business; and

(b)  what constitutes an investment advice business carried on by a person; and

(c)  whether or not a person holds himself, herself, or itself out to be an investment adviser.”.

Section 80:

Repeal the section, substitute:

Jervis Bay Territory taken to be part of the Australian Capital Territory

“80.  The Jervis Bay Territory is taken to be part of the Australian Capital Territory.”.

After section 80:

Insert:

References to Ministers

“80a. (1) In this Law:

‘Minister’ means one of the Queen’s Ministers of State for the Commonwealth and, in relation to any particular Minister, includes


SCHEDULE 1—continued

any other Minister or member of the Executive Council for the time being acting for or on behalf of that Minister;

‘the Minister for a jurisdiction’ means the person who is the Minister for that jurisdiction for the purposes of the Corporations Law of that jurisdiction.

“(2)  Where a provision of this Law refers to a Minister, using the expression ‘the Minister’ without specifying which Minister is referred to, the expression means:

(a)  if, for the time being, 2 or more Ministers administer the Corporations Act 1989—any one of those Ministers; or

(b)  otherwise—the Minister for the time being administering that Act.

“(3)  Where this Law refers to a Minister, specifying the Minister merely by reference to the fact that the Minister administers a specified Act, or a specified provision of an Act, it refers to:

(a)  if, for the time being, different Ministers administer the specified Act or provision in respect of different matters:

(i)  if 2 or more Ministers administer the specified Act or provision in respect of the relevant matter—any one of those Ministers; or

(ii)  if only one Minister administers the specified Act or provision in respect of the relevant matter—that Minister; or

(b)  if paragraph (a) does not apply and, for the time being, 2 or more Ministers administer the specified Act or provision—any one of those Ministers; or

(c)  otherwise—the Minister for the time being administering the specified Act or provision.

“(4)  To avoid doubt, where:

(a)  a provision of an Act is administered by 2 or more Ministers; and

(b)  because of this section, a provision of this Law requires or permits anything to be done by or in relation to any one of those Ministers;

that provision of this Law does not require or permit it to be done in any particular case by or in relation to more than one of those Ministers.”.

Section 81:

Repeal the section.

Subsections 91 (1), (2), (3) and (4):

Insert “previous” after “corresponding” (wherever occurring).


SCHEDULE 1—continued

After section 91:

Insert:

Effect of prohibition, order or notice under section 229, 230, 599 or 600

“91a. (1) This section has effect for the purposes of sections 229, 230, 599 and 600.

“(2)  A person manages a local corporation if the person, in this jurisdiction or elsewhere, is a director or promoter of, or is in any way (whether directly or indirectly) concerned in or takes part in the management of, the corporation.

“(3)   A person manages a corporation (other than a local corporation) if the person:

(a)  in this jurisdiction, does an act as a director or promoter of, or is in any way (whether directly or indirectly) concerned in or takes part in the management of, the corporation; or

(b)  in this jurisdiction or elsewhere, does an act as a director or promoter of, or is in any way (whether directly or indirectly) concerned in or takes part in the management of, the corporation in connection with:

(i)  the corporation carrying on business in this jurisdiction; or

(ii)  an act that the corporation does, or proposes to do, in this jurisdiction; or

(iii)   a decision by the corporation whether or not to do, or to refrain from doing, an act in this jurisdiction.

“(4)  Except as provided in this section, a person is not taken to manage a corporation.”.

Paragraphs 92 (1) (a), (b), (c) and (d):

Omit the paragraphs, substitute:

“(a)  debentures, stocks or bonds issued or proposed to be issued by a government; or

(b)  shares in, or debentures of, a body corporate or an unincorporated body; or

(c)  prescribed interests; or

(d)  units of such shares or of prescribed interests; or

(e)  an option contract within the meaning of Chapter 7;”.

Subsection 92 (2):

Omit “Subject to subsection (3), ‘securities’, where that expression is”, substitute “The expression ‘securities’, when”.


SCHEDULE 1—continued

Subsection 92 (3):

Omit the subsection, substitute:

“(3)  A provision of this Law (except Part 7.12) that applies in relation to securities of a body corporate:

(a)  also applies in relation to securities (as defined by subsection (1)) issued by a government, an unincorporated body or any other person; and

(b)  applies, in relation to securities so issued, in the same way, as nearly as practicable, as if the government, body or person were a body corporate.

“(4)  A provision of Part 7.12 that applies in relation to securities of a body corporate:

(a)  also applies in relation to prescribed interests made available by a person or body other than a body corporate; and

(b)  applies, in relation to such prescribed interests, in the same way, as nearly as practicable, as if the person or body were a body corporate.

“(5)   Subsections (3) and (4) have effect subject to subsection 1063 (2).

“(6)  An express mention of a related body corporate in connection with a reference to securities of a body corporate does not of itself show an intention to exclude the application of subsection (3) or (4) in so far as it can apply.”.

Subsection 93 (2):

Omit the subsection.

Paragraph 93 (3) (a):

Omit “or eligible securities business”.

Subsection 94 (1):

Omit the subsection, substitute:

“(1)  Subject to subsection (2), a person is a securities representative of another person if, and only if, the first-mentioned person:

(a)  is employed by; or

(b)  acts for or by arrangement with;

the other person in connection with a securities business or investment advice business carried on by the other person.”.

Paragraph 94 (3) (a):

Omit the paragraph, substitute:

“(a)  in connection with a securities business or investment advice business carried on by the other person;”.


SCHEDULE 1—continued

Section 98:

Repeal the section.

After section 100:

Insert:

Operation of certain laws relating to instruments on which stamp duty has not been paid

“100a. Nothing in this Law 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.”.

After section 102:

Insert:

Application not to be granted unless applications also made under corresponding laws

“102a. (1) This section facilitates the administration, on a national basis, of the Corporations Law of each jurisdiction by requiring some kinds of application to be made under the Corporations Law of each jurisdiction.

“(2)  This can be done by expressing an application to be made under the Corporations Law (rather than under the Corporations Law of a particular jurisdiction), so that it has effect as an application under the relevant provision of the Corporations Law of each jurisdiction.

“(3)  Subject to subsection (6), this section applies to an application under section 341, 344, 769, 770, 782, 1020a, 1067, 1126, 1131, 1132, 1144 or 1279 of the Corporations Law of this jurisdiction.

“(4)  The application is not to be granted unless the applicant has also made (by the means described in subsection (2) or otherwise) a corresponding application under the corresponding section of the Corporations Law of each jurisdiction other than this jurisdiction.

“(5)  Also, the application is not to be granted if a corresponding application has been refused, or if it is proposed to refuse a corresponding application.

“(6)  This section does not apply in relation to an application that:


SCHEDULE 1—continued

(a)  was made under a previous law of this jurisdiction corresponding to a provision of this Law; and

(b)  is taken because of a provision of this Law to have been made under the provision to which that previous law corresponds.

“In Australia or elsewhere”, “in this jurisdiction or elsewhere”

“102b. 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.”.

Subsection 105 (3):

Omit the subsection, substitute:

“(3)  Where the last day of any period prescribed or allowed by this Law for the doing of anything falls on a day that is not a business day in the place in which the thing is to be or may be done, the thing may be done on the first day following which is a business day in that place.”.

After section 109:

Insert in Part 1.2:

Reference to Commonwealth Acts

“109a. Unless the contrary intention appears, a reference in this Law to an Act by its short title is taken to be a reference to an Act of the Commonwealth having that short title.

References to amended or re-enacted Acts of the Commonwealth, this jurisdiction etc.

“109b. (1) This section applies to a reference in this Law to a short title that is or was provided by law for the citation of:

(a)  an Act of the Commonwealth or of this or another jurisdiction, as originally enacted; or

(b)  such an Act as amended.

“(2)  Except so far as the contrary intention appears, the reference is taken as a reference to that Act as originally enacted and as amended from time to time.

“(3)  Where the Act referred to has been repealed and re-enacted, with or without modifications:

(a)  the reference is taken as including a reference to the re-enacted Act as originally enacted and as amended from time to time; and

(b)  where:

(i)  particular provisions of the repealed Act are referred to; and


SCHEDULE 1—continued

(ii)  provisions of the re-enacted Act correspond to those provisions;

the reference to those particular provisions is taken as including a reference to those corresponding provisions.

Every section a substantive enactment

“109c. Every section of this Law has effect as a substantive enactment, without introductory words.

Headings, schedules, marginal notes, footnotes and end notes

“109d. (1) The headings of the Chapters, Parts, Divisions and Subdivisions into which this Law is divided are taken to be part of this Law.

“(2)  A Schedule to this Law is taken to be part of this Law.

“(3)  Each heading to a section of this Law, and each footnote or end note to this Law, is taken not to be part of this Law.

Effect of repeal

“109e. Where a provision of this Law is repealed, the repeal does not:

(a)  revive anything not in force or existing at the time at which the repeal takes effect; or

(b)  affect the previous operation of any provision so repealed, or anything duly done or suffered under any provision so repealed; or

(c)  affect any right, privilege, obligation or liability acquired, accrued or incurred under any provision so repealed; or

(d)  affect any penalty, forfeiture or punishment incurred in respect of any offence committed against any provision so repealed; or

(e)  affect any investigation, legal proceeding or remedy in respect of any such right, privilege, obligation, liability, penalty, forfeiture or punishment;

and any such investigation, legal proceeding or remedy may be instituted, continued or enforced, and any such penalty, forfeiture or punishment may be imposed, as if the repeal had not taken effect.

Implied repeals etc.

“109f. A reference in section 109e to the repeal of a provision of this Law is a reference to the repeal of the originating provision concerned and includes a reference to:

(a)  such a repeal effected by implication; and

(b)  the abrogation or limitation (however effected) of the effect of the provision; and


SCHEDULE 1—continued

(c)  the exclusion (however effected) of the application of the provision to any person, subject-matter or circumstance.

Effect of expiration of provision

“109g. Where a provision of this Law expires, lapses or otherwise ceases to have effect, sections 109e and 109f apply as if the provision had been repealed.

Regard to be had to purpose or object of law

“109h. In the interpretation of a provision of this Law, a construction that would promote the purpose or object underlying the Law (whether that purpose or object is expressly stated in the Law or not) is to be preferred to a construction that would not promote that purpose or object.

Use of extrinsic material in the interpretation of this Law

“109j. (1) This section applies where, in the interpretation of a provision of this Law, any material not forming part of this Law is capable of assisting in working out the meaning of the provision.

“(2)  Subject to subsection (4), consideration may be given to that material:

(a)  to confirm that the meaning of the provision is the ordinary meaning conveyed by the text of the provision taking into account its context in the Law and the purpose and object underlying the Law; or

(b)  to determine the meaning of the provision when:

(i)  the provision is ambiguous or obscure; or

(ii)  the ordinary meaning conveyed by the text of the provision, taking into account its context in the Law and the purpose or object underlying the Law, leads to a result that is manifestly absurd or is unreasonable.

“(3)  The material that may be considered under subsection (2) in the interpretation of a provision of this Law includes, but is not limited to:

(a)  all matters not forming part of the Law that are set out in the Corporations Act 1989 or a corresponding law of a jurisdiction, or the document containing the text of the Law as printed by the Government Printer; and

(b)  any relevant report of the Advisory Committee, or of a Royal Commission, Law Reform Commission, committee of inquiry or other similar body, that was made before either House of the Parliament before the time when the originating provision was enacted; and

(c)  any relevant report of a committee of the Parliament or of


SCHEDULE 1—continued

either House of the Parliament that was made to the Parliament or that House of the Parliament before the originating provision was enacted; and

(d)  any treaty or other international agreement that is referred to in this Law; and

(e)   any explanatory memorandum relating to the Bill containing the originating provision, or any other relevant document, that was laid before, or furnished to the members of, either House of the Parliament by a Minister before the time when the originating provision was enacted; and

(f)  the speech made to a House of the Parliament by a Minister on the occasion of the moving by that Minister of a motion that the Bill containing the originating provision be read a second time in that House; and

(g)  any document (whether or not a document to which a preceding paragraph applies) that is declared by this Law to be a relevant document for the purposes of this section; and

(h)  any relevant material in the Journals of the Senate, in the Votes and Proceedings of the House of Representatives or in any official record of debates in the Parliament or either House of the Parliament.

“(4)   In determining whether consideration should be given to any material in accordance with subsection (2), or in considering the weight to be given to any such material, regard is to be had, in addition to any other relevant matters, to:

(a)  the desirability of persons being able to rely on the ordinary meaning conveyed by the text of the provision taking into account its context in the law and the purpose or object underlying the law; and

(b)  the need to avoid prolonging legal or any other proceedings without compensating advantage.

Changes to style not to affect meaning

“109k. Where:

(a)  a provision of this Law has expressed an idea in a particular form of words; and

(b)  another provision of this Law appears to have expressed the same idea in a different form of words for the purpose of using a clearer style;

the ideas are not taken to be different merely because different forms of words were used.


SCHEDULE 1—continued

Examples

“109l. Where this Law includes an example of the operation of a provision:

(a)  the example is not taken to be exhaustive; and

(b)  if the example is inconsistent with the provision, the provision prevails.

Parts of speech and grammatical forms of words

“109m. In this Law, unless the contrary intention appears, where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.

References to offices and officers

“109n. (1) A reference in this Law in general terms to a person holding or occupying a particular office or position includes a reference to any person who at any time occupies that office or position for the time being, or performs the duties of that office for the time being.

“(2)  Unless the contrary intention appears, a reference in this Law to an office or officer is a reference to such office or officer in and for the Commonwealth.

References to companies etc.

“109p. Express references in this Law to companies, corporations or bodies corporate are not taken to imply that references in this Law to persons do not also include references to companies, corporations or bodies corporate.

References to Commonwealth laws

“109q. In this Law, unless the contrary intention appears, a reference to the law of the Commonwealth or to a law of the Commonwealth does not include a reference to a law in force in a Territory in so far as the law is so in force by virtue of an Act providing for the acceptance, administration or government of that Territory.

Rules as to gender and number

“109r. In this Law, unless the contrary intention appears:

(a)  words importing a gender include every other gender; and

(b)  words in the singular number include the plural and words in the plural number include the singular.

Production of records kept in computers etc.

“109s. Where a person who keeps a record of information by means of a mechanical, electronic or other device is required by or under this Law:


SCHEDULE 1—continued

(a)   to produce the information or a document containing the information to a court, tribunal or person; or

(b)  to make a document containing the information available for inspection by a court, tribunal or person;

then, unless the court, tribunal or person otherwise directs:

(c)   the requirement is taken to oblige the person to produce or make available for inspection, as the case may be, a writing that reproduces the information in a form capable of being understood by the court, tribunal or person; and

(d)  the production of such a writing to the court, tribunal or person constitutes compliance with the requirement.

Change of name of body or office

“109t. Where:

(a)  the name of a body is changed by law (whether or not the body is incorporated); or

(b)  the name of an office is changed by law;

then, a reference in this Law to the body or office under the former name, except in relation to matters that occurred before the change took effect, is taken as a reference to the body or office under the new name.

Compliance with forms

“109u. Where this Law prescribes a form, strict compliance with the form is not required and substantial compliance is sufficient.

Content of statements of reasons for decisions

“109v. Where this Law requires a tribunal, body or person making a decision to give written reasons for the decision, whether the expression ‘reasons’, ‘grounds’ or any other expression is used, the instrument giving the reasons must also:

(a)  set out the findings on material questions of fact; and

(b)  refer to the evidence or other material on which those findings were based.

Attainment of particular age

“109w. For the purposes of this Law, the time at which a person attains a particular age expressed in years is the commencement of the relevant anniversary of the date of the birth of that person.

Service of documents

“109x. (1) For the purposes of any provision of this Law that requires or permits a document to be served on a person, whether the expression ‘serve’, ‘give’ or ‘send’ or any other expression is used, the document may be served:


SCHEDULE 1—continued

(a)  on a natural person:

(i)  by delivering it to the person personally; or

(ii)  by leaving it at, or by sending it by post to, the address of the place of residence or business of the person last known to the person serving the document; or

(b)  on a body corporate other than:

(i)  a company; or

(ii)  a recognised company; or

(iii)  a registered body;

by leaving it at, or sending it by post to, the head office, a registered office or a principal office of the body corporate.

“(2)  Nothing in subsection (1):

(a)  affects the operation of any other provision of this Law or any other law of the Commonwealth or of this or another jurisdiction that authorises the service of a document otherwise than as provided in that subsection; or

(b)  affects the power of a court to authorise service of a document otherwise than as provided in that subsection.

Meaning of service by post

“109y. Where a provision of this Law authorises or requires any document to be served by post, whether the expression ‘serve’ or the expression ‘give’ or ‘send’ or any other expression is used, then:

(a)  the service is taken to be effected by properly addressing and posting (under pre-paid post) the document as a letter to the last known address of the person to be served; and

(b)  unless the contrary is proved, the service is taken to have been effected at the time at which the letter would have been delivered in the ordinary course of post.

Measurement of distance

“109z. In the measurement of any distance for the purposes of this Law, that distance is, unless the contrary intention appears, to be measured in a straight line on a horizontal plane.

Expressions of time

“109za. Where in this Law any reference to time occurs, such time is, unless it is otherwise specifically stated, taken in each jurisdiction to mean the standard legal time in that jurisdiction.

Exercise of powers and duties

“109zb. (1) Where this Law confers a power or imposes a duty, then, unless the contrary intention appears, the power may be exercised and the duty must be performed from time to time as the occasion requires.


SCHEDULE 1—continued

“(2)  Where this Law confers a power or imposes a duty on the holder of an office as such, then, unless the contrary intention appears, the power may be exercised and the duty must be performed by the holder for the time being of the office.

“(3)  Where this Law provides that a person, court or body may do a particular act or thing, and the word ‘may’ is used, the act or thing may be done at the discretion of the person, court or body.

“(4)  Where this Law confers a power or function, or imposes a duty, on a body, whether incorporated or unincorporated, the exercise of the power or the performance of the function or duty is not affected merely because of a vacancy or vacancies in the membership of the body.

“(5)  Where this Law confers a power to make, grant or issue any instrument (including rules, regulations or by-laws) the power is, unless the contrary intention appears, taken as including a power exercisable in the like manner and subject to the like conditions (if any) to repeal, rescind, revoke, amend or vary any such instrument.

“(6)   Where this Law confers a power to make, grant or issue any instrument (including rules, regulations or by-laws) with respect to particular matters (however the matters are described), the power is taken to include a power to make, grant or issue such an instrument with respect to some only of those matters or with respect to a particular class or particular classes of those matters and to make different provision with respect to different matters or different classes of matters.

“(7)   Where this Law confers a power to make, grant or issue any instrument (including rules, regulations or by-laws), the power is not taken, by implication, not to include the power to make provision for or in relation to a particular aspect of a matter by reason only that provision is made by the Law in relation to another aspect of that matter or in relation to another matter.

“(8)  Subject to subsection (9), where this Law confers upon any person or authority a power to make appointments to any office or place, the power is, unless the contrary intention appears, taken to include a power to appoint a person to act in the office or place until:

(a)  a person is appointed to the office or place; or

(b)  the expiration of 12 months after the office or place was created or became vacant, as the case requires;

whichever first happens, and also to include a power to remove or suspend any person appointed, and to appoint another person temporarily in the place of any person so suspended or in place of any sick or absent holder of such office or place.


SCHEDULE 1—continued

“(9)  Where the power of such a person or authority to make any such appointment is only exercisable upon the recommendation or subject to the approval or consent of some other person or authority, the power to make an appointment to act in an office or place or the power of removal is, unless the contrary intention appears, only exercisable upon the recommendation or subject to the approval or consent of that other person or authority.

“(10)     Where this Law confers a power to make, grant or issue an instrument (including rules, regulations or by-laws) prescribing penalties not exceeding a specified amount or imprisonment for a specified period, that limitation on the penalties that may be prescribed does not prevent the instrument from requiring the making of a statutory declaration.

Power to determine includes authority to administer oath

“109zc. Any court, Judge, justice of the peace, officer, commissioner, arbitrator, or other person authorised by law, or by consent of parties, to hear and determine any matter, has authority to receive evidence and examine witnesses and to administer an oath to all witnesses legally called before them respectively.

Delegations

“109zd. Where this Law confers power to delegate a function or power, then, unless the contrary intention appears, the power of delegation is not limited to delegating the function or power to a specified person but includes a power to delegate the function or power to any person from time to time holding, occupying, or performing the duties of, a specified office or position.

Effect of delegation

“109ze. Where this Law confers power on a person or body (in this section called the ‘authority’) to delegate a function or power:

(a)  the delegation may be made either generally or as otherwise provided by the instrument of delegation; and

(b)  the powers that may be delegated do not include that power to delegate; and

(c)  a function or power so delegated, when performed or exercised by the delegate, is, for the purposes of this Law, taken to have been performed or exercised by the authority; and

(d)  a delegation by the authority does not prevent the performance or exercise of a function or power by the authority; and

(e)  if the authority is not a person, section 109zf applies as if it were.


SCHEDULE 1—continued

Exercise of certain powers and functions by a delegate

“109zf. Where, under this Law, the exercise of a power or function by a person is dependent upon the opinion, belief or state of mind of that person in relation to a matter and that power or function has been delegated in pursuance of this Law or any Act of the Commonwealth, of a State or of a Territory, that power or function may be exercised by the delegate upon the opinion, belief or state of mind of the delegate in relation to that matter.”.

Part 1.3:

Repeal the Part, substitute:

“Division 9Interpreting the regulations

Expressions have the same meaning as in this Law

“110.     (1) Subject to subsection (2), an expression has in the regulations the same meaning as it has in this Law.

“(2)  Where a provision of the regulations has effect for the purposes of a particular provision of this Law, an expression has in that provision of the regulations the same meaning as it has in that provision of this Law.

“(3)  Subject to subsection (2), this Part applies in relation to the regulations as if the provisions of the regulations were provisions of this Law.

“(4)  This section has effect except so far as the contrary intention appears in the regulations.

Severing invalid provisions

“110a. (1) The regulations are to be interpreted subject to this Law.

“(2)  It is intended that where, but for this section, a provision of the regulations would have been interpreted as being inconsistent with this Law, the provision is nevertheless to be valid in so far as it is not so inconsistent.

“Division 10Interpreting other subordinate instruments

Expressions have the same meaning as in this Law

“110b. (1) An expression has in an instrument made, granted or issued under this Law the same meaning as it has in this Law.

“(2)  This Part applies in relation to an instrument made, granted or issued under this Law as if the instrument’s provisions were provisions of this Law.


SCHEDULE 1—continued

“(3)  This section has effect in relation to an instrument except so far as the contrary intention appears in the instrument.

Severing invalid provisions

“110c. (1) An instrument made, granted or issued under this Law is to be interpreted:

(a)  subject to this Law; and

(b)  so as not to exceed the powers under which it was made, granted or issued.

“(2)  It is intended that where, but for this section, such an instrument would have been interpreted as exceeding the powers under which it was made, granted or issued, it is nevertheless to be valid in so far as it does not exceed those powers.

“Division 11Application of certain provisions

Chapters 1 to 6 and 9

“110d. Chapters 1 to 6, inclusive, and 9, apply, according to their tenor, in relation to:

(a)  natural persons, whether resident in this jurisdiction or in Australia or not and whether Australian citizens or not; and

(b)  all bodies corporate and unincorporated bodies, whether formed or carrying on business in this jurisdiction or in Australia or not; and

(c)  acts and omissions outside this jurisdiction, whether in Australia or not.

Application of this Law in coastal sea

“110e. This Law has effect in and in relation to the coastal sea of this jurisdiction as if that coastal sea were part of this jurisdiction.

 

“PART 1.3—APPLICATION ORDERS

Power to make

“111a. (1) The Minister may make written orders, to be known as application orders, specifying matters that this Law requires or permits to be specified by or in application orders.

“(2)  An order under this section must not be inconsistent with this Law.

Orders under this Part and corresponding laws

“111b. (1) The object of this section is to make it easier to find out how the Corporations Law of each jurisdiction operates so far as concerns matters that, because of differences in the circumstances of


SCHEDULE 1—continued

the various jurisdictions, are dealt with by application orders under section 111a of that Law.

“(2)  An order under section 111a of this Law may be included in the same document as an order that is, or as 2 or more orders each of which is, an order under section 111a of the Corporations Law of another jurisdiction.

“(3)  Where, under subsection (2), 2 or more orders are included in the same document, the text of the respective orders:

(a)  may be integrated and arranged so as to present more clearly and simply the matters that are specified by or in the orders for the purposes of corresponding provisions of the laws of the jurisdictions concerned; and

(b)  in particular, may be arranged so as to allow the reader to compare more easily the matter specified for the purposes of a provision of one law with the matter specified for the purposes of the corresponding provision of another law.

“(4)  Where:

(a)  under subsection (3), the text of 2 or more orders (in this subsection called the ‘principal orders’) has been integrated and arranged as mentioned in that subsection; and

(b)  under subsection (2), 2 or more orders each of which amends any of the principal orders are included in the same document;

the text of the amending orders may be integrated and arranged so that the arrangement of the amendments corresponds to the arrangement of the text of the principal orders.

“(5)  Nothing in this section prejudices the validity of a document that purports to set out, in any form, an order under section 111a.

Specifying a matter by reference to another instrument

“111c. (1) Subject to subsection 111a (2), an application order may specify a matter by applying, adopting or incorporating, with or without modifications:

(a)  the provisions of:

(i)  an Act of this jurisdiction; or

(ii)  regulations under such an Act;

as in force at a particular time or as in force from time to time; or

(b)  matter contained in any other instrument or writing as in force or existing when the order takes effect.

“(2)   Except as otherwise expressly provided in this Law, an application order must not specify a matter by applying, adopting or


SCHEDULE 1—continued

incorporating matter contained in an instrument or other writing as in force or existing from time to time.

Notification in the Gazette

“111d. As soon as practicable after an application order is made, the Minister must cause to be published in the Gazette a notice of the order having been made, and of the place or places where copies of the order can be bought.

When order takes effect

“111e. An application order takes effect from:

(a)  a specified day; or

(b)  a specified time on a specified day; or

(c)  the day, or day and time, of commencement of a specified Commonwealth Act or of a specified provision of a Commonwealth Act; or

(d)  otherwise—the day on which notice of the order having been made is published under subsection 111d (1).

Interpretation of application orders

“111f. (1) Subject to subsection (2), an expression has in an application order the same meaning as it has in this Law.

“(2)  Where a provision of an application order has effect for the purposes of a particular provision of this Law or the regulations, an expression has in that provision of the order the same meaning as it has in that provision of this Law or the regulations.

“(3)  Subject to subsection (2), Part 1.2 applies in relation to an application order as if the order’s provisions were provisions of this Law.

“(4)  This section has effect in relation to an order except so far as the contrary intention appears in the order.

Severing invalid provisions

“111g. (1) An application order is to be interpreted:

(a)  subject to this Law; and

(b)  so as not to exceed the powers conferred by this Part.

“(2)  It is intended that where, but for this section, an application order would have been interpreted as exceeding the powers conferred by this Part, the order is nevertheless to be valid in so far as it does not exceed those powers.”.


SCHEDULE 1—continued

Amendments of Chapter 2

Section 112:

Repeal the section, substitute:

Outsize partnerships and associations

“112.     (1) An outsize partnership or association must not be formed unless it is incorporated or formed under:

(a)  a law of the Commonwealth or of this or another jurisdiction; or

(b)  letters patent.

“(2)  A person must not participate in the formation of an outsize partnership or association unless it is incorporated or formed under:

(a)  a law of the Commonwealth or of this or another jurisdiction; or

(b)  letters patent.

“(3)   For the purposes of this section, a partnership or association is outsize if, and only if, it:

(a)  has for one or more of its objects the acquisition of gain by the partnership or association or any of its members; and

(b)  consists of more than:

(i)  if the partnership or association is formed to carry on a profession or calling of a kind specified in an application order—the number of persons specified in the application order in relation to that kind of profession or calling; or

(ii)  in any other case—20 persons.”.

Section 113:

Repeal the section.

Subsection 118 (2):

Omit the subsection, substitute:

“(2)   The application must:

(a)  state that it is desired to incorporate the company under the Corporations Law of this jurisdiction; and

(b)  contain the prescribed information and matters; and

(c)  be accompanied by:

(i)  in any case—the prescribed documents (if any); and

(ii)  unless subsection (3) applies—the memorandum, and the articles (if any), of the proposed company.”.


SCHEDULE 1—continued

Paragraph 120 (1) (b):

Omit “or Part 4.1”, substitute “, Part 4.1 or a law corresponding to this Part or Part 4.1”.

Paragraph 121 (2) (a):

Insert “of the Corporations Law of this jurisdiction” after “Division”.

Paragraph 122 (a):

Omit “this Act (other than section 155)”, substitute “this Law”.

Heading to Division 2 of Part 2.2:

Omit the heading, substitute:

“Division 2Registration of existing companies”.

Section 126:

Repeal the section, substitute:

Existing companies taken to be registered under this Division

“126.     (1) This section applies to each body corporate that was, immediately before the commencement of this Division, incorporated, or taken to be incorporated, under a previous law of this jurisdiction corresponding to this Chapter.

“(2)  At the commencement of this Division, the body corporate is taken to be registered as a company under this Division.”.

Section 127:

Repeal the section.

Section 128:

Repeal the section.

Section 129:

Repeal the section, substitute:

Effect of body corporate being taken to be registered under this Division

“129.     (1) This section applies to each body corporate (in this section called the ‘company’) that is taken to be registered as a company under this Division.

“(2)  The Commission must, as soon as practicable after the commencement of this Division, allot to the company a registration number distinct from the registration number of each body corporate


SCHEDULE 1—continued

(other than the company) already registered under this Part, Part 4.1 or a law corresponding to this Part or Part 4.1.

“(2a) If:

(a)  before the commencement of this Division, the Commission allotted to the company a number purporting to be a registration number; and

(b)  as at that commencement, that number is distinct from each number that purports to be a registration number and that the Commission has allotted to a body corporate (other than the company);

the number referred to in paragraph (a) is taken to have been allotted to the company under subsection (2) at that commencement.

“(3)  The company is taken to be registered as a company of whichever of the following classes:

(a)  a company limited by shares;

(b)  a company limited by guarantee;

(c)  a company limited both by shares and by guarantee;

(d)  an unlimited company;

(e)  in the case of a mining company—a no liability company;

most nearly corresponds to the class in which the company was included under the corresponding previous law immediately before the commencement of this Division.

“(4)  The company is taken to be registered:

(a)  if it was a proprietary company under the corresponding previous law—as a proprietary company; or

(b)  in any other case—as a public company.”.

Subsection 130 (1):

Omit the subsection, substitute the following subsection:

“(1)  This section applies to each body corporate that is taken to be registered as a company under this Division.”.

Subsection 130 (2):

Omit “The provisions that, at the time immediately before the company’s registration day, formed part of the company’s memorandum, and any provisions that were at that time deemed by virtue of a law of that State or Territory to form part of that memorandum, shall be deemed to be,”, substitute “The provisions that, at the time immediately before the commencement of this Division, formed part of the company’s memorandum, and any provisions that were at that time taken by a law of this jurisdiction to form part of that memorandum, are taken to be,”.


SCHEDULE 1—continued

Subsection 130 (3):

Omit “deemed by virtue of such a law to form part of those articles, shall be deemed to be,”, substitute “taken by such a law to form part of those articles, are taken to be,”.

Section 131:

Omit “Act” (wherever occurring), substitute “Law”.

Paragraphs 131 (1) (c) and (2) (a):

Insert “previous” before “law”.

Subsection 132 (1):

Insert “previous” before “law”.

Subsection 132 (2):

Omit “Act” (wherever occurring), substitute “Law”.

Subsection 132 (3):

(a)  Omit “Act”, substitute “Law”.

(b)  Omit “when the company was not a company”, substitute “before the company’s registration day”.

Heading to Division 3 of Part 2.2:

Omit “foreign companies”, substitute “non-companies”.

Subsection 133 (1):

Omit “foreign company”, substitute “non-company”.

Subsection 133 (2):

Omit “Subject to Division 6, the”, substitute “The”.

Section 134:

Omit “foreign company” (wherever occurring), substitute “non-company”.

Section 135:

Omit “foreign company”, substitute “non-company”.

Subsection 136 (1):

Omit “foreign company”, substitute “non-company”.

Paragraph 136 (1) (f):

Omit “foreign company”, substitute “non-company”.

Paragraph 136 (2) (a):

After “4.1” insert “or a corresponding law”.


SCHEDULE 1—continued

Paragraph 136 (2) (b):

Omit “State or Territory”, substitute “jurisdiction”.

Subsection 136 (3):

Omit “foreign company”, substitute “non-company”.

Subsection 137 (2):

Omit “or Part 4.1”, substitute “, Part 4.1 or a law corresponding to this Part or Part 4.1”.

Section 138:

Repeal the section, substitute:

Registered body

“138.     Where a registered body becomes registered under this Division or a corresponding law, the Commission must remove the body’s name from the register kept for the purposes of Division 1 or 2, as the case requires, of Part 4.1 and of each law corresponding to that Division, but may keep any or all of the documents that were lodged or registered under that Division and relate to the body.”.

Subsection 139 (1):

Omit “foreign company”, substitute “non-company”.

Subsection 139 (2):

Omit all the words before “had”, substitute “Such provisions of the non-company’s constitution as this Law would, if the non-company”.

Subsection 140 (1):

Omit “foreign company”, substitute “non-company”.

Paragraph 140 (1) (b):

Omit “Act”, substitute “Law”.

Division 4 of Part 2.2:

Repeal the Division, substitute:

“Division 4Registering recognised companies as companies

Recognised company may apply for registration

“142.     (1) A recognised company may lodge an application to be registered as a company under this Division.

“(2)  The Commission must grant an application under this Division if, and only if:

(a)  the Commission is satisfied that section 143 does not disentitle the applicant from being registered under this Division; and


SCHEDULE 1—continued

(b)   the application was made in accordance with section 144.

Externally-administered body corporate not to be registered

“143.     A recognised company is not entitled to be registered under this Division if:

(a)  it is an externally-administered body corporate; or

(b)  an application has been made to a court (in Australia or elsewhere):

(i)  to wind up the recognised company; or

(ii)   for the approval of a compromise or arrangement between the recognised company and another person;

and has not been dealt with.

Form and content of application

“144.     (1) An application by a recognised company under section 142 must be in writing in the prescribed form and must be accompanied by:

(a)  a certificate issued to the recognised company, not earlier than one month before the date when the application is lodged, under the provisions of the Corporations Law of the recognised company’s place of origin that correspond to Division 4a; and

(b)  evidence acceptable to the Commission that section 143 does not disentitle it from being registered under this Division; and

(c)  such other documents and information (if any) as are prescribed or as the Commission requires by written notice given to the recognised company.

“(2)  Where:

(a)  a document is required by or under subsection (1) to be lodged; and

(b)  the document has previously been lodged with the NCSC or the Commission; and

(c)  the Commission now has the document;

the Commission may dispense with the requirement.

Registration of applicant as a company

“145.     (1) This section has effect where the Commission grants an application under this Division.

“(2)  The Commission must register the applicant as a company by registering the application and must allot to the company a registration number distinct from the registration number of each body corporate (other than the company) already registered under this Part, Part 4.1 or a law corresponding to this Part or Part 4.1.


SCHEDULE 1—continued

“(3)  The Commission must register the applicant as a company of whichever of the following classes:

(a)  a company limited by shares;

(b)  a company limited by guarantee;

(c)  a company limited both by shares and by guarantee;

(d)  an unlimited company;

(e)  in the case of a mining company—a no liability company;

corresponds to the class in which the applicant is included under the law of its place of origin.

“(4)  The Commission must register the applicant:

(a)  if the applicant was registered as a proprietary company in its place of origin—as a proprietary company; or

(b)  if the applicant was registered as a public company in its place of origin—as a public company.

Constitution of Division 4 company

“146.     (1) This section applies where a recognised company is registered as a company under this Division.

“(2)  Such provisions of the recognised company’s constitution as this Law would, if the recognised company had originally been incorporated under Division 1 on its registration day, have required its memorandum to include are taken to be the company’s registered memorandum and bind the company and its members accordingly.

“(3)  The other provisions of the constitution are taken to be the company’s registered articles and bind the company and its members accordingly.

“(4)  Where any of the documents making up a recognised company’s constitution is or are in a language other than English:

(a)  a reference in this section to the constitution is a reference to the translation of the document or documents concerned into the English language that was lodged with the application for registration under this Division, irrespective of the correctness of the translation; but

(b)  nothing in this subsection affects any liability of the recognised company or its members existing immediately before the registration of the recognised company under this Division.

“Division 4aTransfer of company’s incorporation to another
jurisdiction

Certificate authorising application for transfer of incorporation

“147.     (1) A company may apply to the Commission for a certificate authorising it to apply for registration as a company under the Corporations Law of another jurisdiction.


SCHEDULE 1—continued

“(2)  An application under subsection (1) must be in the prescribed form and must be accompanied by:

(a)  a declaration in writing signed by the directors of the company or, if the company has more than 2 directors, a majority of the directors, to the effect that they have made an inquiry into the affairs of the company and that at a meeting of directors have formed an opinion that the company will be able to pay its debts as they fall due; and

(b)  a report in the prescribed form as to affairs of the company, made up to the latest practicable date before the making of the application, showing the assets and liabilities of the company.

“(3)  On application under subsection (1), the Commission must issue a certificate if and only if:

(a)   the company has passed a special resolution approving the application for the certificate; and

(b)  the company has given to its creditors, in a manner approved by the Commission, notice of its intention to apply for such a certificate; and

(c)   the Commission is not aware of any failure of the company to comply with any applicable requirement of this Law; and

(d)  the Commission is not aware of any other reason why the certificate should not be granted; and

(e)   both the Minister, and the Minister for this jurisdiction, have consented to the issuing of the certificate.

“(4)  A certificate may be issued under subsection (3) subject to such conditions as are specified in the certificate.

“(5)  With such modifications as are necessary, subsections 172 (6) to (10) (inclusive) and section 173 apply to and in respect of the proposal, passing and lodging, and the cancellation or confirmation by the Court, of a special resolution relating to an application for a certificate under this section as if it were a special resolution under section 172.

Effect of registration of company under Corporations Law of another jurisdiction

“147a. Where, under the provisions of the Corporations Law of another jurisdiction that correspond to Division 4, the Commission registers a company as a company under that Corporations Law, the company ceases to be incorporated under this Law from the time at which it is taken, under the provision of that Corporations Law that corresponds to section 150, to be a company duly incorporated under that Corporations Law.”.


SCHEDULE 1—continued

Subsection 148 (1):

Omit “2,”.

Paragraph 148 (2) (a):

Insert “of the Corporations Law of this jurisdiction” after “Division”.

Section 149:

Omit “company under Division 2, 3 or 4”, substitute “Division 3 company or Division 4 company”.

Paragraph 149 (a):

Omit “Act (other than section 155)”, substitute “Law”.

After section 149:

Insert:

Effect of certificate issued under previous law

“149a. A certificate purporting to be issued, under a corresponding previous law, by the authority responsible for administering that law stating that a specified body corporate has been registered as a company under that or another corresponding previous law is conclusive evidence:

(a)  that:

(i)  all the requirements of the law concerned in respect of registration of the body corporate under that law; and

(ii)  all matters precedent and incidental to the registration of the body corporate under that law;

have been complied with; and

(b)  that the body corporate referred to in the certificate was duly registered as a company under that law and was taken to be a company duly incorporated under that law.”.

Subsection 150 (1):

Insert “or taken to be registered” after “registered” (first occurring).

Subsection 150 (2):

Omit “by force of this subsection,”.

Subsection 150 (3):

Omit the subsection, substitute:

“(3)  The body is taken to be a company duly incorporated under this Law.”.

Subsections 150 (4) and (5):

Omit the subsections.


SCHEDULE 1—continued

Paragraphs 152 (2) (a) and (b) and (3) (b):

Before “law” insert “previous”.

After subsection 152 (3):

Insert:

“(3a) A Division 4 company that, immediately before its registration day:

(a)  kept a register in accordance with a law corresponding to a provision referred to in paragraph (1) (a); or

(b)  kept books for the purpose of complying with a law corresponding to section 258;

is taken to have complied with paragraph (1) (a) or (c) in relation to that register or those books, as the case may be.

“(3b) Without limiting the generality of paragraph (1) (b), a Division 4 company that, immediately before its registration day:

(a)  kept a register as mentioned in paragraph (3a) (a); and

(b)  was required by a law corresponding to a provision of this Law to include particular information in that register;

must so include the information within 14 days after that day.”.

Division 6 of Part 2.2:

Repeal the Division.

Division 7 of Part 2.2:

Repeal the Division.

Subsection 161 (1):

Omit “Australia” (wherever occurring), substitute “this jurisdiction”.

Paragraph 161 (2) (a):

Omit “Act”, substitute “Law”.

Section 163:

Repeal the section.

Paragraph 164 (3) (b):

Before “law” insert “previous”.

Paragraphs 165 (1) (d) and (e):

Before “law” insert “previous”.

Subsection 165 (2):

Before “law” (first occurring) insert “previous”.


SCHEDULE 1—continued

After section 166:

Insert the following section in Division 1 of Part 2.3:

Recognition of companies from other jurisdictions

“166a. (1) A recognised company has in this jurisdiction the same legal personality, capacity, powers and status as if it were a company.

“(2)  Without limiting the generality of subsection (1), a recognised company has power to hold land in this jurisdiction.

“(3)  Subsection (1) does not impose on a recognised company an obligation that it would not have if that subsection had not been enacted.”.

Subparagraph 167 (1) (a) (ii):

Before “law” (first occurring) insert “previous”.

Subsection 174 (1) (definition of “translation day”):

Omit the definition, substitute:

‘translation day’, in relation to a company, means the prescribed day.”.

Subsection 174 (2):

Omit the subsection, substitute:

“(2)   Where, throughout the period beginning immediately before a Division 2 company’s translation day and ending immediately before its registration day, the company’s memorandum:

(a)   prohibited the alteration of an entrenchable provision; or

(b)  provided as mentioned in a previous law corresponding to subsection 172 (3) in respect of a special resolution altering or adding to an entrenchable provision;

then, so long as it continues so to prohibit, or so to provide, the company’s memorandum is taken:

(c)   also to prohibit the omission of the entrenchable provision; or

(d)  also to provide to the same effect in respect of a special resolution omitting the entrenchable provision;

as the case may be.”.

Paragraph 179 (3) (g):

Add at the end “or”.

Paragraph 179 (3) (h):

Omit “or”.


SCHEDULE 1—continued

Paragraph 179 (3) (j):

Omit the paragraph.

Subsection 180 (2):

Omit “according to the law of the Capital Territory”.

Paragraph 181 (6) (b):

Insert “previous” before “law”.

Paragraph 185 (7) (a):

Omit “the company law of a State or Territory”, substitute “a corresponding previous law”.

Subparagraph 185 (7) (b) (vii):

Add at the end “or”.

Subparagraph 185 (7) (b) (viii):

Omit “or”, substitute “and”.

Subparagraph 185 (7) (b) (ix):

Omit the subparagraph.

Subsections 195 (8), (9), (10), (12) and (15):

Omit “Act”, substitute “Law”.

Paragraph 195 (15) (c):

Before “law” insert “previous”.

Paragraph 205 (6) (a):

Insert “or the corresponding provision of that Act as it applies as a law of this jurisdiction” after “Crimes Act 1914.

Subsection 213 (12):

Omit the subsection.

Subsection 213 (13):

Renumber as subsection 213 (11).

Amendments of Chapter 3

Paragraph 218 (1) (b):

Omit “2,”.

After section 218:

Insert:


SCHEDULE 1—continued

Registered office of Division 2 company

“218a. (1) Subject to this Part, the registered office of a Division 2 company is taken to be at the place that, immediately before the commencement of Division 2 of Part 2.2, was taken by a previous law of this jurisdiction corresponding to subsection 220 (2) to be the situation of the company’s registered office for the purposes of a previous law of this jurisdiction corresponding to subsection 220 (1).

“(2)   Section 217 and subsections 218 (4) and 220 (2) apply in relation to a Division 2 company as if a reference in them to a provision of this Law included a reference to a previous law of this jurisdiction corresponding to that provision of this Law.”.

Subsection 220 (3):

Omit the subsection.

Subsections 224 (2), (3), (4), (5), (6) and (7):

After “corresponding” (wherever occurring) insert “previous”.

Subsection 226 (2):

After “corresponding” insert “previous”.

Subsections 229 (1) and (2):

Omit the subsections, substitute:

“(1)  An insolvent under administration must not, without the leave of the Court, manage a corporation.”.

Paragraphs 229 (3) (a) and (b):

Omit the paragraphs, substitute:

“(a)  on indictment of an offence against an Australian law, or any other law, in connection with the promotion, formation or management of a body corporate or corporation; or

(b) of serious fraud; or”.

Paragraph 229 (3) (c):

Omit “a corresponding law”, substitute “a previous law corresponding to any of those provisions”.

Subsection 229 (3):

Omit all the words after “Court,”, substitute “manage a corporation”.

After subsection 229 (3):

Insert:

“(3a) Section 91a defines what, for the purposes of this section, constitutes managing a corporation.”.


SCHEDULE 1—continued

Subsection 229 (8):

Omit “law”, substitute “previous law of this jurisdiction”.

Subparagraph 230 (1) (a) (i):

(a)  Omit “relevant body corporate”, substitute “body corporate”.

(b)  Omit “company”, substitute “body corporate”.

Subparagraph 230 (1) (b) (i):

Omit “relevant bodies corporate”, substitute “bodies corporate”.

Subparagraph 230 (1) (c) (ii):

Omit “relevant body corporate” (wherever occurring), substitute “body corporate”.

Paragraph 230 (1) (d):

Omit “relevant body corporate”, substitute “body corporate”.

Subsection 230 (1):

Omit “relevant body corporate” (last occurring), substitute “corporation”.

Subsection 230 (3):

Omit the subsection, substitute:

“(3)  A person who is subject to a section 230 order (whether made before or after the commencement of this section) must not manage a corporation.

“(3a) Section 91a defines what, for the purposes of this section, constitutes managing a corporation.”.

Subsection 230 (4):

Omit the subsection, substitute:

“(4)  In this section, a reference to a period in which a person has been or was a relevant officer of a body corporate includes a reference to such a period that elapsed, or part of which elapsed, before the commencement of this Part.”.

Subsection 230 (6):

Insert:

‘body corporate’ includes an unincorporated registrable body;”.

Subsection 230 (6) (definition of “relevant body corporate”):

Omit the definition.


SCHEDULE 1—continued

Subsection 230 (6) (definition of “relevant enactment”):

Omit the definition, substitute:

‘relevant enactment’ means this Law or a previous law corresponding to provisions of this Law;”.

Subsection 232 (1) (definition of “officer”):

Omit “body corporate” (wherever occurring), substitute “corporation”.

Subsection 232 (1) (definition of “relevant body corporate”):

Omit the definition.

Subsection 232 (2):

Omit “relevant body corporate”, substitute “corporation”.

Paragraph 232 (3) (a):

Omit “company” (twice occurring), substitute “body corporate”.

Subsection 232 (4):

Omit “relevant body corporate”, substitute “corporation”.

After subsection 232 (4):

Insert:

“(4a) A reference in subsection (2) or (4) to the exercise of powers, or the discharge of duties, of an officer of a corporation is a reference to the exercise of those powers, or the discharge of those duties:

(a)  in any case—in this jurisdiction; or

(b)  if the body is a local corporation—outside this jurisdiction; or

(c)  otherwise—outside this jurisdiction but in connection with:

(i)  the corporation carrying on business in this jurisdiction; or

(ii)   an act that the corporation does, or proposes to do, in this jurisdiction; or

(iii)  a decision by the corporation whether or not to do, or to refrain from doing, an act in this jurisdiction.”.

Subsection 232 (5):

(a)  Omit “relevant body corporate” (wherever occurring), substitute “corporation”.

(b)  Omit “shall not”, substitute “must not, in relevant circumstances,”.

(c)  Omit “body corporate” (last occurring), substitute “corporation”.


SCHEDULE 1—continued

Subsection 232 (6):

(a)  Omit “relevant body corporate shall not”, substitute “corporation must not, in relevant circumstances,”.

(b)  Omit “body corporate” (last occurring), substitute “corporation”.

After subsection 232 (6):

Insert:

“(6a) A reference in subsection (5) or (6), in relation to a corporation, to doing an act in relevant circumstances is a reference to doing the act:

(a)   if the body is a local corporation—in this jurisdiction or elsewhere; or

(b)  otherwise—in this jurisdiction.”.

Subsection 232 (7):

Omit “body corporate” (wherever occurring), substitute “corporation”.

Subsection 232 (8):

Omit “body corporate” (wherever occurring), substitute “corporation”.

Subsection 232 (11):

Omit “body corporate”, substitute “corporation”.

Subparagraphs 233 (1) (a) (i) and (ii):

Omit the subparagraphs, substitute:

“(i)  in the case of a company—whether within or outside Australia; or

(ii)  in the case of a registered foreign company—within Australia; or

(iii)  otherwise—within this jurisdiction; and”.

Subsection 233 (3) (definition of “relevant body corporate”):

Omit the definition, substitute:

‘relevant body corporate’ means:

(a)  a company; or

(b)  a registrable body other than a registrable local body.”.

Subsection 234 (12):

Omit “Australia”, substitute “this jurisdiction”.

Subsections 235 (4) and (5):

After “corresponding” insert “previous”.


SCHEDULE 1—continued

Subsection 236 (8):

After “corresponding” insert “previous”.

Subsection 237 (19) (paragraph (a) of the definition of “exempt benefit”):

Omit “this Act had not been enacted”, substitute “this Law had not been in force”.

After section 242 (7):

Insert:

“(7a) Paragraph (7) (a) does not apply to a company that has, before the commencement of this section, lodged a return with the NCSC for the purposes of a previous law corresponding to that paragraph.”.

Subsection 242 (9):

(a)  Before “corresponding” insert “previous”.

(b)  Omit “Act”, substitute “Law”.

Paragraph 243 (2) (a):

Omit “or is made under a law”, substitute “made under a previous law”.

Paragraph 243 (2) (b):

Omit “or is served under a law”, substitute “served under a previous law”.

Paragraph 246 (8) (a):

Omit the paragraph, substitute:

“(a)  a reference in this section to a requisition includes a reference to a requisition deposited before the commencement of this Law in accordance with a previous law in force at that time that corresponds to this section; and”.

Paragraph 246 (8) (b):

Before “law” insert “previous”.

Paragraph 260 (1) (b):

Omit “Commission Act”, substitute “ASC Law”.

Subsection 261 (1) (definition of “company”):

After “body” insert “other than a registrable local body”.


SCHEDULE 1—continued

Subsection 261 (1) (paragraphs (a) and (b) of the definition of “property”):

Omit the paragraphs, substitute:

“(a)  in the case of a registrable Australian body—within this jurisdiction; or

(b)  in the case of a foreign company—within Australia or an external Territory; or

(c)  otherwise—within or outside Australia;”.

Subsection 261 (4):

After “Commission”, insert “(in this jurisdiction or elsewhere)”.

Subsection 263 (3):

(a)  Omit “registrable body” (wherever occurring), substitute “body”.

(b)  Omit “were a company”, substitute “were a Division 3 company”.

Subsection 263 (4):

Omit “registrable body” (wherever occurring), substitute “body”.

Subsection 265 (4):

Omit the subsection, substitute:

“(4)  Where:

(a)  a notice in respect of a charge on property of a company is lodged under section 263 or 264 (whether during or after the period within which the notice was required to be lodged); and

(b)  the notice is not accompanied by a certificate to the effect that all documents accompanying the notice have been duly stamped as required by any applicable law relating to stamp duty;

the Commission must cause to be entered in the Register the time and date when the notice was lodged and the particulars referred to in paragraphs (2) (a), (b), (c) and (d), but must cause the word ‘provisional’ to be entered in the Register next to the entry specifying that time and date.”.

Paragraph 265 (5) (b):

(a)  Insert “or such longer period as is prescribed” after “30 days”.

(b)  Omit “evidence satisfactory to the Commission that the document has been duly stamped”, substitute “a certificate to the effect set out in paragraph (4) (b)”.

Subsection 265 (5):

Omit “evidence” (last occurring), substitute “a certificate”.


SCHEDULE 1—continued

After section 265:

Insert:

Standard time for the purposes of section 265

“265a. (1) The Commission may, by Gazette notice, declare a specified standard time to be the standard time for the purposes of section 265 of the Corporations Law.

“(2)  Where a notice is in force under subsection (1) of this section and each corresponding law, a reference in subsection 265 (2) or (4), paragraph 265 (6) (a) or (7) (c), or subsection 265 (10), (12) or (14), to entering the time when a particular event happened is a reference to entering that time as expressed in terms of the standard time specified in the notice.”.

Subsection 271 (1):

After “corresponding” (wherever occurring) insert “previous”.

Paragraphs 273 (1) (a), (b) and (c):

Omit the paragraphs, substitute:

“(a)  the charge need not be registered under a specified law of this jurisdiction; and

(b) no provision of a specified law of this jurisdiction relating to priorities applies to or in relation to the charge; and

(c)  a failure to register a charge under a specified law of this jurisdiction does not affect the validity, or limit the effect, of the charge.”.

Paragraph 273 (2) (a):

Omit “prescribed law of a State or Territory”, substitute “specified law of this jurisdiction”.

Paragraph 273 (2) (e):

Omit “prescribed provisions (if any) of a law of that State or Territory”, substitute “specified provisions (if any) of a law of this jurisdiction”.

Subsection 273 (2):

Omit “prescribed” (last occurring), substitute “specified”.

Paragraph 273 (3) (a):

Omit “prescribed law of a State or Territory”, substitute “specified law of this jurisdiction”.


SCHEDULE 1—continued

Paragraph 273 (3) (e):

Omit “prescribed provisions (if any) of a law of that State or Territory”, substitute “specified provisions (if any) of a law of this jurisdiction”.

Subsection 273 (3):

Omit “prescribed” (last occurring), substitute “specified”.

Subsection 273 (4):

Omit “a State or Territory”, substitute “this jurisdiction”.

Section 273:

Add at the end:

“(6)  In this section:

‘specified’ means specified in an application order.”.

Subsection 275 (1):

Omit the subsection, substitute:

“(1)  This section applies where a body corporate is taken to be registered as a company under Division 2 of Part 2.2.”.

Paragraph 275 (2) (b):

Omit “Act”, substitute “Law”.

Paragraphs 275 (2) (c) and (d):

Before “law” insert “previous”.

Subsection 275 (3):

Omit “Act”, substitute “Law”.

Subsection 275 (4):

Omit the subsection, substitute:

“(4)  Subsection (5) applies to each charge on property of the company that, immediately before the company’s registration day, was registered under a previous law corresponding to this Division.

“(5)  At the commencement of the company’s registration day:

(a)  there are taken to be entered in the Register the time and date, and the particulars, entered in relation to that charge in the Register kept under that corresponding previous law; and

(b)  the time and date, and the particulars, are taken to have been entered in the Register in accordance with subsection 265 (2).”.

Section 276:

After “law” insert “, or a previous law,”.


SCHEDULE 1—continued

Section 283:

Repeal the section.

Section 286:

Repeal the section, substitute:

Interpreting accounting standards

“286.     (1) An expression has in an accounting standard the same meaning as it has in this Part.

“(2)  Part 1.2 applies in relation to an accounting standard as if the accounting standard’s provisions were provisions of this Part.

“(3)  This section has effect except so far as the contrary intention appears in an accounting standard.

Severing invalid provisions

“286a. (1) An accounting standard is to be interpreted subject to this Law.

“(2)  It is intended that where, but for this section, an accounting standard would have been interpreted as being inconsistent with this Law, the accounting standard is nevertheless to be valid in so far as it is not so inconsistent.

Evidence of text of accounting standard

“286b. A document that purports:

(a)   to be issued or published by or on behalf of the Board or the Commission; and

(b)  to set out the text of:

(i)  a specified instrument as in force at a specified time under section 32 of the Corporations Act 1989; or

(ii)  a specified provision of such an instrument;

or a copy of such a document, is, in proceedings under the Corporations Law of this jurisdiction, prima facie evidence that:

(c)   the specified instrument was in force at that time under that section; and

(d)  the text set out in the document is the text referred to in paragraph (b).”.

Section 288:

Repeal the section, substitute:


SCHEDULE 1—continued

Application of accounting standards approved under a corresponding previous law

“288.     (1) This section applies in relation to an accounting standard (in this section called the ‘approved standard’) that was at the commencement of this Part an approved accounting standard within the meaning of a previous law of this jurisdiction corresponding to this Part.

“(2)  As from that commencement, the approved standard has effect, with such modifications as the circumstances require, as if it were an accounting standard as defined in section 9.

“(3)  In so far as it has effect because of subsection (2), the approved standard applies to a financial year of a body corporate if, and only if, it would apply in relation to that financial year for the purposes of the previous law referred to in subsection (1) if that law still applied and the body were a company within the meaning of that law.

“(4)  Subsection (3) has effect despite section 285 but subject to an accounting standard as defined in section 9.

“(5)  Subsection 8 (3) does not apply in relation to a reference in this section to a provision of this Law.”.

Subsection 291 (1):

Before “law” insert “previous”.

Paragraph 300 (1) (b):

Before “law” insert “previous”.

Subsection 300 (2):

Before “law” (wherever occurring) insert “previous”.

Paragraph 304 (1) (b) and section 307:

After “another company” insert “or of a recognised company”.

Subparagraphs 307 (c) (i) and (ii):

After “corresponding” insert “previous”.

Subsection 308 (5):

After “corresponding” insert “previous”.

Subsection 314 (1):

Before “law” insert “previous”.

Paragraph 314 (2) (b):

Omit the paragraph, substitute:

“(b) there were specified in it, instead of the specified requirements


SCHEDULE 1—continued

of the previous law, the corresponding requirements of this Law.”.

Subsection 317 (1):

After “corresponding” (wherever occurring) insert “previous”.

Section 322:

Repeal the section, substitute:

Continued application to Division 2 company of requirements of corresponding previous law

“322.     (1) Where:

(a)  a body corporate is taken to be registered as a company under Division 2 of Part 2.2; and

(b)  as at the start of the company’s registration day, a person (being the company or anyone else) had not fully complied, in relation to the company in relation to a financial year of the company that ended before that day, with the requirements of a previous law corresponding to a provision of this Part (other than sections 289 and 290) or Part 3.7;

subsections (2) and (3) of this section apply, subject to this Law, on and after that day.

“(2)  The person must comply with those requirements as if, in the previous law referred to in paragraph (1) (b):

(a)  a reference to a particular law corresponding to a provision of this Law included a reference to that provision; and

(b)  a reference to the NCSC were, or included, as the case requires, a reference to the Commission.

“(3)   If, at a time, or throughout a period beginning, on or after that day, the person contravenes those requirements, this Law applies as if the person had, at that time or throughout that period, as the case may be, contravened the provision referred to in paragraph (1) (b).

“(4)  The regulations may modify or vary, and may grant exemptions from compliance with, requirements with which this section requires a person to comply.”.

Paragraph 325 (1) (a):

Omit the paragraph, substitute:

“(a)  at the date of the annual general meeting, no member of the company is a person other than:

(i)   a natural person; or

(ii)  an exempt proprietary company that is an unlimited company; or


SCHEDULE 1—continued

(iii)  a body corporate that, for the purposes of the Corporations Law of another jurisdiction, is an exempt proprietary company and an unlimited company; and”.

Paragraph 325 (2) (b):

Omit the paragraph, substitute:

“(b)  between the day of the company’s incorporation and the day referred to in paragraph (a), no member of the company is a person other than:

(i)   a natural person; or

(ii)  an exempt proprietary company that is an unlimited company; or

(iii)   a body corporate that, for the purposes of the Corporations Law of another jurisdiction, is an exempt proprietary company and an unlimited company.”.

Subparagraph 325 (5) (b) (ii):

Omit the subparagraph, substitute:

“(ii) a body corporate that, for the purposes of the Corporations Law of another jurisdiction, is an exempt proprietary company and an unlimited company;”.

Section 336:

Repeal the section.

Paragraph 338 (a):

Omit “Act”, substitute “Law”.

Section 338:

Omit “Act” (second occurring), substitute “Law (other than section 1354)”

Paragraphs 339 (2) (a) and (b):

Omit the paragraphs, substitute:

“(a)  a body corporate is taken to be registered as a company under Division 2 of Part 2.2; and

(b)  as at the start of the company’s registration day, the company had not yet lodged with the NCSC, as required by a previous law corresponding to this Part, a return relating to a financial year of the company ending before that day;”.

 

Amendments of Chapter 4

Heading to Division 1 of Part 4.1:

Omit “corporations”, substitute “bodies”.


SCHEDULE 1—continued

Section 340:

Repeal the section, substitute:

When a registrable Australian body may carry on business in this jurisdiction

“340.     A registrable Australian body must not carry on business in this jurisdiction unless:

(a)   it is incorporated in this jurisdiction; or

(b)  it is unincorporated but is formed, or has its head office or principal place of business, in this jurisdiction; or

(c)   it is registered under this Division or a corresponding law; or

(d)  it has applied to be so registered and the application has not been dealt with.”.

Section 341:

Omit “Subject to this Part, where a registrable Australian corporation lodges for registration under this Division:”, substitute “Subject to section 102a and this Part, where a registrable Australian body lodges an application for registration under this Division that is in the prescribed form and is accompanied by:”.

Paragraph 341 (d):

(a)  Before “in relation to” insert “unless the body is a registrable local body—”.

(b)  Omit “corporation” (wherever occurring), substitute “body”.

Subparagraph 341 (e) (i):

Omit “Act”, substitute “Law or a corresponding law”.

Paragraphs 341 (g) and (h):

Omit the paragraphs, substitute:

“(g)  grant the application and register the body under this Division by entering the body’s name in a register kept for the purposes of this Division and of each corresponding law; and

(h)  allot to the body a registration number distinct from the registration number of each body corporate (other than the body) already registered under Part 2.2, this Part or a law corresponding to Part 2.2 or to this Part.”.

After section 342 (1):

Insert:

“(1a) For the purposes of this section, a body carries on business if, and only if, the body carries on business in this jurisdiction or elsewhere.”.


SCHEDULE 1—continued

Subsection 342 (1):

Omit “interstate”.

Subsection 342 (2):

Omit “interstate”.

Subsection 342 (3):

Omit “interstate”.

Paragraph 342 (9) (a):

Omit “interstate”.

Section 342:

(a)  Omit “corporation” (wherever occurring), substitute “body”.

(b)  Omit “corporation’s” (wherever occurring), substitute “body’s”.

Section 343:

Repeal the section, substitute:

When a foreign company may carry on business in this jurisdiction

“343.    A foreign company must not carry on business in this jurisdiction unless:

(a)  it is registered under this Division or a corresponding law; or

(b)  it has applied to be so registered and the application has not been dealt with.”.

Section 344:

Omit “Subject to this Part, where a foreign company lodges for registration under this Division:”, substitute “Subject to section 102a and this Part, where a foreign company lodges an application for registration under this Division that is in the prescribed form and is accompanied by:”.

Paragraphs 344 (h) and (j):

Omit the paragraphs, substitute:

“(h)  grant the application and register the foreign company under this Division by entering the foreign company’s name in a register kept for the purposes of this Division and of each corresponding law; and

(j)  allot to the foreign company a registration number distinct from the registration number of each body corporate (other than the foreign company) already registered under Part 2.2, this Part or a law corresponding to Part 2.2 or to this Part.”.


SCHEDULE 1—continued

Subsection 349 (8):

After “(7)”, insert “or a corresponding law”.

Subsection 358 (2):

Omit the subsection, substitute:

“(2)  A registered body must not use a name in this jurisdiction unless:

(a)  the body is registered under that name under Division 1 or 2 or a corresponding law; or

(b)  the name is registered in respect of the body under the law of this jurisdiction relating to business names.”.

After subsection 359 (1):

Insert:

“(2a) A registered body must ensure that its registered office under this section and its registered offices under the laws corresponding to this section are all at the same place.”.

After subsection 359 (3):

Insert:

“(4a) Where:

(a)  a registered body has a registered office under a law corresponding to this section; and

(b)  the situation of that office changes;

the situation of the body’s registered office under this section is taken to change to the new situation of the office referred to in paragraph (a).”.

Subsection 360 (2):

After “(1)”, insert “or a corresponding law”.

Subparagraph 361 (1) (d) (i):

Omit “a local”, substitute “an Australian”.

Subparagraph 361 (1) (e) (i):

Omit “Act”, substitute “Law or a corresponding law”.

Subsection 362 (1):

Omit the subsection, substitute:

“(1a) A reference in this section to issuing, signing or publishing is a reference to issuing, signing or publishing, as the case may be, in this jurisdiction.


SCHEDULE 1—continued

“(1)  This section applies to a registrable body other than a registrable local body.”.

Subsection 362 (9):

Omit “its registered office and of every office and place”, substitute “every office and place (including its registered office) that is in this jurisdiction,”.

Subsection 362 (10):

After “place”, insert “(including its registered office) that is in this jurisdiction,”.

Section 363:

Add at the end:

“(6)  Subject to subsection 8 (4), subsection 8 (3) applies in relation to a reference in this section.”.

Section 364:

Repeal the section, substitute:

Power to hold land

“364.    A registered body has power to hold land in this jurisdiction.”.

Section 365:

Repeal the section, substitute:

“Division 4Transitional

Bodies registered under previous foreign companies law of this jurisdiction

“365a. This Division (except section 365f) applies to each registrable body that was, immediately before the commencement of this Part (in this Division called the ‘commencement’), registered under a previous law of this jurisdiction relating to foreign companies within the meaning of that law.

Deemed registration under Division 1 or 2

“365b. (1) If the body is a registrable Australian body, the Commission is taken to have registered it under Division 1 at the commencement.

“(2)  If the body is a foreign company, the Commission is taken to have registered it under Division 2 at the commencement.

“(3)   The Commission need not issue a certificate under subsection 360 (1) merely because of the effect of this section.


SCHEDULE 1—continued

Registered office under previous law

“365c. Subject to this Part, the body’s registered office under section 359 is taken to be at the place that, immediately before the commencement, was taken by a previous law of this jurisdiction corresponding to subsection 363 (2) to be the situation of the body’s registered office for the purposes of a previous law of this jurisdiction corresponding to subsection 363 (1).

Transition to single registered office in Australia

“365d. (1) This section applies if the body has under a law or laws corresponding to section 359 a registered office that is, or registered offices that are, because of a law or laws corresponding to section 365c, at a place or places different from the place of the body’s registered office under section 359.

“(2)  The body must ensure that, within 6 months after the commencement:

(a)  all of the offices referred to in subsection (1) are at the same place; and

(b)  the body has, in relation to a change in the situation of any of those offices that happens, or is taken by subsection 359 (4a) or a corresponding law to happen, and is necessary for the body to comply with this section, complied with subsection 359 (3) or a corresponding law, as the case requires.

“(3)  If the body contravenes subsection (2), the Commission may give to the body a notice stating that, as from the end of 6 days after the day on which the notice is given, the body’s registered office under section 359 of the Corporations Law will be at a specified place (being a place that is taken because of subsection (6) of this section to be a registered office of the body under section 359 of this Law).

“(4)  If the Commission gives a notice under subsection (3), then:

(a)  unless the body’s registered office under section 359 is already at the specified place, that office changes to that place at the end of 6 days after the day on which the notice is given; and

(b)  the Commission must keep a copy of the notice.

“(5)  A copy of a notice that is kept under subsection (4) is taken to be a notice lodged by the body under subsection 359 (3) on the day when the first-mentioned notice was served under subsection (3).

“(6)   Until the body complies with subsection (2) or the end of 6 days after the day on which the Commission gives a notice under subsection (3), each place that, apart from this subsection, would be taken by subsection 363 (2) or a corresponding law to be the situation of the body’s registered office for the purposes of subsection 363 (1) or a corresponding law is taken for all purposes (including subsection


SCHEDULE 1—continued

363 (1)) to be the situation of a registered office of the body under section 359.

Application of sections 359 and 363

“365e. Subsections 359 (1) and (4) and 363 (1) and (2) apply in relation to the body as if a reference in them to a provision of this Law included a reference to a previous law of this jurisdiction corresponding to that provision of this Law.

Application of section 363 in relation to certain bodies

“365f. (1) This section applies where a registrable body is registered under a law corresponding to Division 1 or 2 but is not registered under that Division.

“(2)  Subsection 363 (2) does not apply in relation to the body.

“(3)  Instead, each place that is taken by a law corresponding to subsection 363 (2) to be the situation of the body’s registered office for the purposes of a law corresponding to subsection 363 (1) is taken to be the situation of a registered office of the body for the purposes of subsection 363 (1).”.

After paragraph 367 (1) (a):

Insert:

“(aa) is included on the national business names register in respect of a person other than the body corporate; or”.

Subsection 367 (2):

(a)  Insert “or (aa)” after “(1) (a)”.

(b)  Insert “or included on the national business names register,” after “registered,”.

Paragraph 367 (2) (b):

Omit the paragraph, substitute:

“or (b) the use in one or both of those names of any word, abbreviation or symbol as required by section 368; or

(ba) the use in one or both of those names of:

(i)  an abbreviation or symbol referred to in section 371 instead of the equivalent word referred to in the section concerned; or

(ii)  a word referred to in section 371 instead of the equivalent abbreviation or symbol referred to in the section concerned; or”.


SCHEDULE 1—continued

Subsections 367 (3) and (4):

Omit the subsections, substitute:

“(3)  A name that would not otherwise be available to a body corporate is available to the body corporate if it is reserved or registered in respect of the body corporate.

“(4)  A name that would not otherwise be available to a body corporate is available to the body corporate if the Minister has consented in writing to the name being available to the body corporate.

“(4a) Subsection (4) does not apply to a name that is not available to a body corporate because it is included on the national business names register in respect of another body corporate.”.

Section 369:

Omit “corporation” (wherever occurring), substitute “person”.

Subsection 370 (2):

Omit “Division 2”.

After section 372:

Insert:

Certain names taken to be registered at commencement of Law

“372a. (1) Subject to this Part, where a body corporate is taken to be registered as a company under Division 2 of Part 2.2, the body corporate’s name is taken to be registered in respect of the body corporate.

“(2)  Subject to this Part, where a registrable Australian body is taken to be registered under Division 1 of Part 4.1, the body’s name is taken to be registered in respect of the body.

“(3)  Subject to this Part, where a foreign company is taken to be registered under Division 2 of Part 4.1, the foreign company’s name is taken to be registered in respect of the foreign company.”.

Subsection 374 (1):

Omit the subsection, substitute:

“(1)  A body corporate (other than a body corporate that is registered under Division 2 of Part 4.1) may lodge an application to reserve a specified name as the name by which it is proposed that the body be registered as a company under Division 3 of Part 2.2.”.

Subsections 374 (3) and (4)

Omit the subsections, substitute:

“(4) Subject to this Part, where, at the commencement of this Law:

(a)   a registrable Australian body (not being a body to which


SCHEDULE 1—continued

subsection 372a (2) applies) was registered or incorporated by a particular name under the law of its place of origin; or

(b)  a foreign company (not being a foreign company to which subsection 372a (3) applies) was registered or incorporated by a particular name under the law of its place of origin;

then, so long as the registrable Australian body or foreign company continues to be registered or incorporated by that name under that law, the name is taken, except for the purposes of subsection 367 (1), to be reserved under this section in respect of the registrable Australian body or foreign company, as the case may be.”.

Paragraph 374 (5) (b):

Omit “2, 3 or 4”, substitute “3”.

Subsections 376 (4) and (5):

Omit the subsections.

Subsection 383 (11):

Omit the subsection, substitute:

“(11)     Where:

(a)  a body corporate is taken to be registered as a company under Division 2 of Part 2.2 of the Corporations Law of this jurisdiction; and

(b)  a licence under a previous law of this jurisdiction corresponding to this section was in force in respect of that body corporate immediately before its registration day;

the licence continues in force, subject to this section, as if it had been issued by the Commission under this section.”.

After section 383:

Insert in Part 4.2:

Names reserved within 2 months before commencement

“383a. Where, within 2 months before the commencement of this Part, a name was reserved under a corresponding previous law in respect of a body corporate, the name is taken to be reserved under this Part in respect of that body corporate for so much of the period of 2 months after the name was reserved as occurs after that commencement.”.

Subsection 399 (1) (definition of “body corporate”):

Omit the definition.

Subsection 399 (1) (definition of “investment company”):

Omit “body corporate”, substitute “corporation”.


SCHEDULE 1—continued

Subsection 399 (1) (definition of “net tangible assets”):

Omit “body corporate”, substitute “corporation”.

Subsection 399 (3):

Omit the subsection, substitute:

“(3)  The Commission may, by order published in the Gazette, declare to be an investment company a corporation that:

(a)  is:

(i)  a company; or

(ii)  a registrable Australian body that is, or is required to be, registered under Division 1 of Part 4.1; or

(iii)   a foreign company that is, or is required to be, registered as a foreign company under Division 2 of Part 4.1; and

(b)  is engaged primarily in the business of investment in marketable securities for the purpose of revenue and for profit and not for the purpose of exercising control.”.

Subsections 399 (4) and (5):

Omit “body corporate” (wherever occurring), substitute “corporation”.

Subsection 399 (6):

(a)  Omit “body corporate”, substitute “corporation”.

(b)  Omit “body” (second and third occurring), substitute “corporation”.

Section 399:

Add at the end:

“(7)  Where, immediately before the commencement of this Part, an order made under a previous law corresponding to subsection (3) was in force in relation to a corporation of a kind described in paragraph (3) (a):

(a)  the order continues in force, subject to this Part, as if it had been made by the Commission under subsection (3); and

(b)  subsections (5) and (6) apply in relation to the order as if the specification in the order of any provisions of the previous corresponding law that applied to the investment company were the specification of the provisions of this Law to which the specified provisions correspond.”.

Section 401:

Omit “body corporate” (wherever occurring), substitute “corporation”.


SCHEDULE 1—continued

Subsection 402 (3):

Omit “body corporate” (wherever occurring), substitute “corporation”.

Paragraph 404 (1) (b):

Omit “body corporate”, substitute “corporation”.

Subsection 404 (2):

Omit “body corporate” (wherever occurring), substitute “corporation”.

Section 404:

Add at the end:

“(3)  Where, immediately before the commencement of this section, an order made under a previous law corresponding to subsection (2) was in force in relation to a corporation, the order continues in force as if it had been made by the Commission under subsection (2).”.

Subsection 406 (2):

Omit “body corporate” (wherever occurring), substitute “corporation”.

Amendments of Chapter 5

Subsection 411 (1):

After “places” insert “(in this jurisdiction or elsewhere)”.

After subsection 411 (3):

Insert:

“(3a) In considering whether to make an order under subsection (1) or (1a) for a meeting to be held in another jurisdiction, the Court must have regard to where the creditors or members, or the creditors or members included in the class concerned, as the case requires, reside.”.

Subsection 411 (8):

Omit the subsection, substitute:

“(8)  Paragraph (7) (d) does not apply in relation to a body corporate authorised by or under a law of this jurisdiction to administer the compromise or arrangement concerned.

“(8a) Subsection (7) does not disqualify a person from administering a compromise or arrangement under an appointment validly made before the commencement of this section.”.


SCHEDULE 1—continued

After section 415:

Insert the following section in Part 5.1:

Enforcement of orders made in other jurisdictions

“415a. (1) Where:

(a)  the Federal Court makes an order under subsection 411 (1) or (1a) of the Corporations Law of another jurisdiction; or

(b)  the Supreme Court of another jurisdiction makes an order under subsection 411 (1) or (1a) of the Corporations Law of any jurisdiction; or

(c)  the Supreme Court of this jurisdiction makes an order under subsection 411 (1) or (1a) of the Corporations Law of another jurisdiction;

the order has effect, and may be enforced in all respects, in this jurisdiction as if it were an order made under subsection 411 (1) or (1a) of this Law, in relation to a Part 5.1 body, by:

(d)  if paragraph (a) applies—the Federal Court; or

(e)  if paragraph (b) or (c) applies—the Supreme Court of this jurisdiction.

“(2)  A compromise or arrangement that is binding on the creditors, or a class of creditors, of a body corporate because of subsection 411 (4) of the Corporations Law of another jurisdiction is also binding on the creditors of the body, or the creditors in that class, whose debts are recoverable by action in a court of this jurisdiction.”.

Section 416 (definition of “corporation”):

Omit the definition.

Section 416 (paragraphs (a), (b) and (c) of the definition of “property”):

Omit the paragraphs, substitute:

“(a) in the case of a company—within or outside Australia; or

(b)  in the case of a registered foreign company—within Australia or an external Territory; or

(c)  otherwise—within this jurisdiction;”.

Subsection 418 (3):

Omit “an Act or a law of a State or Territory”, substitute “a law of the Commonwealth, of a State or of a Territory”.

Section 428:

Insert “within or outside this jurisdiction or” after “whether”.


SCHEDULE 1—continued

Subsection 433 (1):

Omit the subsection, substitute:

“(1)  In this section:

‘registered body’ does not include a registrable local body.”.

Subsection 433 (2):

Omit “corporation” (wherever occurring), substitute “company or registered body”.

Subsection 433 (4):

Omit “foreign company” (twice occurring), substitute “registered body”.

Subsection 433 (5):

Omit “of the corporation”.

Subsections 444 (1) and (2):

Omit “an Australian court”, substitute “a court of this jurisdiction”.

Section 459:

Repeal the section.

Paragraph 461 (h):

Omit “Commission Act”, substitute “ASC Law”.

Subsection 462 (1):

Omit the subsection.

Section 463:

Omit “459,”.

Subsection 464 (1):

Omit “Commission Act”, substitute “ASC Law”.

Subsection 472 (3):

Omit the subsection, substitute:

“(3)  A liquidator appointed provisionally has or may exercise such functions and powers:

(a)  as are conferred on him or her by this Law or by rules of the Court that appointed him or her; or

(b)  as the Court specifies in the order appointing him or her.”.

Subsection 500 (1):

Omit “the company”, substitute “a company”.


SCHEDULE 1—continued

Subsection 500 (2):

Omit “the winding up”, substitute “a creditors’ voluntary winding up of a company”.

Section 501:

Omit “Act”, substitute “Law”.

Subsection 507 (7):

Omit “of the Capital Territory”, substitute “of this jurisdiction”.

Paragraph 556 (1) (j):

Omit “Commission Act”, substitute “ASC Law”.

Subsection 557 (1):

Omit “Commission Act”, substitute “ASC Law”.

Subsection 576 (1):

Omit all the words from and including “any outstanding property” to and including “its liquidator,”, substitute “in this jurisdiction or elsewhere outstanding property of the company,”.

Subsection 576 (2):

Omit “Act”, substitute “Law”.

Section 578:

Omit “or the Commonwealth”, substitute “or the Crown in any right”.

Subsection 581 (1):

Omit the subsection, substitute:

“(1)  All courts having jurisdiction in matters arising under the Corporations Law of this jurisdiction, the Judges of those courts and the officers of, or under the control of, those courts must severally act in aid of, and be auxiliary to:

(a)  each other; and

(b)  all courts having jurisdiction in matters arising under corresponding laws, the Judges of those courts and the officers of, or under the control of, those courts;

in all external administration matters.”.

Subsection 582 (1):

Omit “Act or any other Australian law”, substitute “Law or any other law”.


SCHEDULE 1—continued

Subsection 582 (3):

Omit “incorporated outside Australia”.

Subsection 582 (4):

Omit the subsection.

Section 583:

Repeal the section, substitute:

Winding up Part 5.7 bodies

“583.     Subject to this Part, a Part 5.7 body may be wound up under this Chapter and this Chapter applies accordingly to a Part 5.7 body with such adaptations as are necessary, including the following adaptations:

(a)  the principal place of business of a Part 5.7 body in Australia is taken, for all the purposes of the winding up, to be the registered office of the Part 5.7 body;

(b)  a Part 5.7 body is not to be wound up voluntarily under this Chapter;

(c)  the circumstances in which a Part 5.7 body may be wound up are as follows:

(i)  if the Part 5.7 body is unable to pay its debts, has been dissolved, has ceased to carry on business in Australia or has a place of business in Australia only for the purpose of winding up its affairs;

(ii)  if the Court is of opinion that it is just and equitable that the Part 5.7 body should be wound up;

(iii)  if the Commission has stated in a report prepared under Division 1 of Part 3 of the ASC Law that, in its opinion:

(a)  the Part 5.7 body cannot pay its debts and should be wound up; or

(b)  it is in the interests of the public, of the members, or of the creditors, that the Part 5.7 body should be wound up.”.

Section 584:

Repeal the section.

Subsection 588 (1):

Omit the subsection, substitute:

“(1)  This section applies where, after the dissolution of a registrable body, there remains in this jurisdiction outstanding property of the body.”.


SCHEDULE 1—continued

Paragraph 588 (2) (a):

Omit “excluded”, substitute “external”.

After Part 5.7:

Insert:

“PART 5.7a—RECIPROCITY WITH OTHER JURISDICTIONS

Enforcement of winding up orders made in other jurisdictions

“588a. This section applies where:

(a)  the Federal Court makes under Chapter 5 of the Corporations Law of another jurisdiction; or

(b)  the Supreme Court of another jurisdiction makes under Chapter 5 of the Corporations Law of any jurisdiction; or

(c)  the Supreme Court of this jurisdiction makes under Chapter 5 of the Corporations Law of another jurisdiction;

an order for or in connection with the winding up of a body that is a company or Part 5.7 body within the meaning of that Chapter of that Law.

“(2)  The order has effect, and may be enforced in all respects, in this jurisdiction as if it were an order made under this Chapter, in relation to a company or Part 5.7 body, as the case may be, by:

(a)  if paragraph (1) (a) applies—the Federal Court; or

(b)  if paragraph (1) (b) or (c) applies—the Supreme Court of this jurisdiction.

Functions and powers in this jurisdiction of liquidators from other jurisdictions

“588b. The liquidator of a body that is a recognised company and is being wound up under Chapter 5 of the Corporations Law of another jurisdiction may, for the purposes of winding up the body’s affairs in this jurisdiction, perform or exercise any function or power under this Chapter of a kind that a liquidator of a company may perform or exercise under this Chapter.

Outstanding property of defunct recognised company

“588c. Where, after the dissolution of a body that was a company or Part 5.7 body within the meaning of Chapter 5 of the Corporations Law of another jurisdiction, there remains in this jurisdiction outstanding property of the body, the estate and interest in the property, at law or in equity, of the body or its liquidator at the time of dissolution, together with all claims, rights and remedies that the body or its liquidator then had in respect of the property, vests in the person entitled to the property under the law of the body’s place of origin.”.


SCHEDULE 1—continued

Paragraph 589 (2) (a):

Omit “Commission Act”, substitute “ASC Law”.

Paragraph 589 (2) (b):

Omit “law, or of a previous law, of a State or Territory”, substitute “previous law of this or any other jurisdiction”.

Subparagraph 589 (6) (a) (ii):

(a)  Omit “Act”, substitute “Law”.

(b)  Insert “previous” before “law”.

Subparagraph 589 (6) (a) (iii):

Omit “Act”, substitute “Law”.

Subsection 599 (1):

Omit “company”, substitute “relevant body”.

Paragraph 599 (3) (b):

Omit “companies”, substitute “relevant bodies”.

Subparagraph 599 (3) (c) (i):

Omit “companies”, substitute “relevant bodies”.

Subparagraph 599 (3) (c) (ii):

(a)  Omit “companies” (first occurring), substitute “relevant bodies”.

(b)  Omit “companies” (second occurring), substitute “bodies”.

Paragraph 599 (3) (c):

Omit “company” (twice occurring), substitute “body”.

Subsections 599 (4) and (5):

Omit the subsections, substitute:

“(4)  A person who is subject to a section 599 order (whether made before or after the commencement of this section) must not manage a corporation.

“(5)  Section 91a defines what, for the purposes of this section, constitutes managing a corporation.”.

Paragraphs 600 (1) (a) and (b):

Omit the paragraphs, substitute:

“(b)  a relevant body is a section 600 body at a particular time if, and only if, within the period of 7 years ending at that time, a liquidator of the body has, under:

(i)    subsection 533 (1); or


SCHEDULE 1—continued

(ii)     a previous law corresponding to subsection 533 (1);

reported, or lodged a report with respect to, a matter relating to the ability of the body to pay its unsecured creditors; and”.

Paragraph 600 (1) (c):

(a)  Omit “company” (first occurring), substitute “relevant body”.

(b)  Omit “relevant company”, substitute “section 600 body”.

(c)  Omit “company” (third and last occurring), substitute “body”.

Subsection 600 (2):

(a)  Omit “companies” (first occurring), substitute “relevant bodies”.

(b)  Omit “relevant companies”, substitute “section 600 bodies”.

Paragraph 600 (4) (a):

(a)  Omit “companies” (first occurring), substitute “relevant bodies”.

(b)  Omit “relevant companies”, substitute “section 600 bodies”.

Paragraph 600 (4) (b):

Omit “companies” (wherever occurring), substitute “bodies”.

Subsection 600 (5):

Omit the subsection, substitute:

“(5)  A person who is subject to a section 600 notice (whether served before or after the commencement of this section) must not, without the leave of the Court, manage a corporation.

“(6)  Section 91a defines what, for the purposes of this section, constitutes managing a corporation.”.

Section 601:

Repeal the section, substitute:

Winding up started before commencement of this Chapter

“601.     The provisions of this Law with respect to winding up do not apply to any body corporate the winding up of which was started before the commencement of this Chapter and:

(a)  any such company is to be wound up in the same manner, and with the same incidents, as if this Law had not been enacted; and

(b)  for the purposes of the winding up, the previous law of this jurisdiction corresponding to this Chapter is taken to remain in force.”.


SCHEDULE 1—continued

Amendments of Chapter 6

Section 603 (definitions of “appropriate dealer”, “home stock exchange”, “marketable parcel”, “notifiable securities exchange”, “odd lot”, “recorded” and “relevant official meeting”):

Omit “company” (wherever occurring) and “company’s” (wherever occurring), substitute “body” and “body’s”, respectively.

Section 603 (definition of “listed company”):

Omit the definition, substitute:

‘listed body’ means a body corporate that has a share capital and is included in the official list of a stock exchange;

‘listed company’ means a company that is a listed body;”.

Section 603 (definition of “listing rules”):

Omit “unincorporate” (wherever occurring), substitute “unincorporated”.

Section 603 (definition of “takeover announcement”):

Omit the definition, substitute:

‘takeover announcement’ means an announcement that relates to shares in a listed company and is made in accordance with Division 1 of Part 6.4;”.

Section 603 (definition of “takeover scheme”):

Omit the definition, substitute:

‘takeover scheme’ means offers that relate to shares in a company and, because of section 634, are taken to be made under a takeover scheme;”.

Section 612:

Omit “company” (wherever occurring), substitute “body”.

Paragraphs 613 (1) (b) and (f):

Omit “company” (wherever occurring), substitute “body corporate”.

Section 614:

Repeal the section.

Subsection 615 (1):

Omit “that is a corporation”.

Subsections 615 (2) and (3):

Omit the subsections.


SCHEDULE 1—continued

Subsection 615 (4):

Omit “, (2) or (3)”.

Subsection 618 (2) (subparagraphs (a) (i) and (ii) of the definition of “VA2”):

Before “law” insert “previous”.

Paragraph 619 (1) (b):

Omit “proprietary company that”, substitute “company that is a proprietary company and”.

Subsection 619 (1):

Omit “another company”, substitute “another body corporate”.

Paragraphs 622 (1) (b), (2) (c) and (3) (a) and sections 625, 626 and 627:

Before “law” (wherever occurring) insert “previous”.

Section 629:

Omit “another company”, substitute “another body corporate”.

Paragraph 629 (a):

Omit “company is a listed company”, substitute “body corporate is incorporated in Australia and is a listed body”.

Paragraph 629 (b):

Omit “company”, substitute “body corporate”.

Subsection 642 (6):

Omit “section 15ab of the Acts Interpretation Act 1901, substitute “section 109j”.

Paragraph 644 (3) (a):

Omit “Act”, substitute “Law”.

Subsection 663 (7):

Omit the subsection, substitute:

“(7)   A notice under subsection (3) or (4) relating to offers to acquire shares in a company must be published:

(a)  in this jurisdiction; and

(b)  if shares in the company are listed for quotation on a stock market conducted in another jurisdiction, or on 2 or more such stock markets—in each jurisdiction in which that stock market, or any of those stock markets, is conducted;

in a newspaper circulating generally in the jurisdiction concerned.”.


SCHEDULE 1—continued

Paragraph 675 (2) (b):

Omit “on a stock exchange in accordance with this section”, substitute “, in accordance with subsection (1), on a stock exchange that conducts a stock market in this jurisdiction”.

Paragraph 682 (1) (a):

Omit the paragraph, substitute the following paragraph:

“(a)    an appropriate dealer makes a takeover announcement; and”.

Paragraph 684 (3) (c):

Omit “a court”, substitute “an Australian court”.

Subparagraph 684 (5) (b) (ii):

Omit “a court”, substitute “an Australian court”.

Section 702:

Add at the end:

“(12)     Where, at the commencement of this section, a company holds property in trust for a person under a previous law of this jurisdiction corresponding to section 701:

(a)  the company must continue to hold the property in trust for the person until requested by the person to transfer it to, or in accordance with the directions of, the person; and

(b)  the definition of ‘unclaimed property’ in subsection (1) of this section applies in relation to the property as if the reference in that definition to section 701 included a reference to that previous law and a reference to this subsection.”.

Subsection 709 (1):

Omit “that is a corporation”.

Subsection 709 (2):

Omit the subsection.

Subsections 709 (3) and (4):

Omit “or (2)”.

Paragraph 710 (1) (a):

Omit “that is a corporation”.

Subsection 710 (2):

Omit the subsection.

Subsections 710 (3) and (4):

Omit “or (2)” (first occurring).


SCHEDULE 1—continued

Paragraph 710 (3) (c) and subsection 710 (4):

Omit “or (2) (a), as the case may be”.

Subsection 711 (1):

Omit “that is a corporation”.

Subsection 711 (2):

Omit the subsection.

Subsections 711 (3) and (4):

Omit “or (2)”.

Paragraphs 715 (1) (a) and (b):

After “corresponding” insert “previous”.

Subsections 718 (1), (2) and (4) and 719 (1) and (3), section 720, subsections 721 (1) and 722 (1) and (2), section 723, subsection 724 (1) and section 725:

Omit “that is a corporation”.

Subsection 718 (2):

Omit “such”.

Subsection 724 (1):

After “corresponding” insert “previous”.

Subparagraphs 724 (2) (b) (i) and (ii):

After “corresponding” insert “previous”.

Section 725:

Before “law” insert “previous”.

Subsection 730 (1):

Omit “, to the extent that the Constitution permits,”.

Paragraphs 732 (a), (b), (c) and (d):

Omit the paragraphs, substitute the following paragraphs:

“(a)  the shareholders and directors of a company did not know the identity of a person who proposed to acquire a substantial interest in the company; or

(b)  the shareholders and directors of a company did not have a reasonable time in which to consider a proposal under which a person would acquire a substantial interest in the company; or

(c)  the shareholders and directors of a company were not supplied


SCHEDULE 1—continued

with enough information for them to assess the merits of a proposal under which a person would acquire a substantial interest in the company; or

(d)  the shareholders of a company did not all have reasonable and equal opportunities to participate in any benefits, or to become entitled to participate in any benefits, accruing, whether directly or indirectly and whether immediately or in the future, to any shareholder or to any associate of a shareholder, in connection with the acquisition, or proposed acquisition, by any person of a substantial interest in the company.”.

Paragraphs 740 (1) (a) and (b):

Omit “that is a corporation”.

Subparagraph 740 (1) (c) (i):

After “body corporate” insert “or a related body corporate”.

Subparagraph 740 (1) (c) (ii):

After “in the body corporate” insert “or in a related body corporate”.

Subsection 740 (2):

Omit the subsection.

Subsection 740 (3):

Omit “paragraphs (1) (a) and (2) (a)”, substitute “paragraph (1) (a)”.

Subsections 746 (3) and (5):

Omit the subsections.

Section 752:

Repeal the section.

Section 753:

Omit “State or Territory Acquisition of Shares law”, substitute “previous law of this jurisdiction corresponding to this Chapter”.

Paragraph 753 (b):

Omit “Act”, substitute “Law”.

Section 754:

Omit “State or Territory Acquisition of Shares law”, substitute “previous law of this jurisdiction corresponding to this Chapter”.

Paragraph 754 (b):

Omit “Act”, substitute “Law”.


SCHEDULE 1—continued

Section 755:

Repeal the section.

Paragraph 756 (1) (a):

Omit “provision of a State or Territory Acquisition of Shares law”, substitute “previous law of this jurisdiction”.

Paragraph 758 (b):

Omit “law” (first occurring), substitute “previous law of this jurisdiction”.

Section 759:

Omit “law”, substitute “previous law of this jurisdiction”.

Amendments of Chapter 7

Section 767:

Repeal the section, substitute:

Conducting unauthorised stock markets

“767.    A person must not:

(a)  establish or conduct; or

(b)  assist in establishing or conducting; or

(c)  hold out that the person conducts;

an unauthorised stock market.”.

Section 768:

Repeal the section.

Subsections 769 (1) and 770 (1):

Omit “that proposes to establish or conduct a stock market”.

Subsection 769 (2):

Omit “The”, substitute “Subject to section 102a, the”.

Paragraph 769 (2) (a):

Omit the paragraph.

Subsection 769 (3):

Before “law” insert “previous”.

Subsection 770 (2):

Omit “The”, substitute “Subject to section 102a, the”.

Paragraph 770 (2) (a):

Omit the paragraph.


SCHEDULE 1—continued

Subsection 771 (3):

Before “law” insert “previous”.

Subsection 774 (3):

Omit “the notice is not given”, substitute “no notice is lodged under subsection (1)”.

Subsection 774 (5):

After “Commission” insert “under subsection (4)”.

Subsection 774 (6):

After “disallowed” insert “under subsection (5)”.

Paragraph 774 (7) (a):

Before “law” insert “previous”.

Before subsection 775 (1):

Insert:

“(1a) A reference in this section to trading in securities on a stock market is a reference to trading in securities on a stock market, whether in this jurisdiction or elsewhere.”.

Subsection 775 (5):

Omit “such a request is made”, substitute “a request is made under subsection (4)”.

Subsection 775 (7):

Before “law” (wherever occurring) insert “previous”.

Subsection 777 (2):

Omit “corporation” (wherever occurring), substitute “body corporate”.

Section 778:

Repeal the section, substitute:

Gaming and wagering laws not applicable to certain option contracts

“778.     Nothing in a law of this jurisdiction about gaming and wagering prevents the entering into of, or affects the validity or enforceability of, an option contract entered into on:

(a)  a stock market of a securities exchange; or

(b)  an exempt stock market.”.

Subsection 779 (3):

Before “law” insert “previous”.


SCHEDULE 1—continued

Section 780:

Repeal the section, substitute:

Dealers

“780.    A person must not:

(a)  carry on a securities business; or

(b)  hold out that the person carries on a securities business;

unless the person holds a dealers licence or is an exempt dealer.”.

Section 781:

Repeal the section, substitute:

Investment advisers

“781.    A person must not:

(a)  carry on an investment advice business; or

(b)  hold out that the person is an investment adviser;

unless the person is a licensee or an exempt investment adviser.”.

Subsections 782 (3), 783 (5) and 784 (5):

Omit “law”, substitute “previous law of this jurisdiction”.

Subsection 785 (1):

Before “836”, insert “102a,”.

After section 786:

Insert:

Security given under previous law

“786a. (1) This section applies where, immediately before the commencement of this Part:

(a)  a licence granted under a previous law of this jurisdiction corresponding to section 783 or 784 was in force; and

(b)  the licensee maintained a security, under a condition to which the licence was subject in accordance with a previous law of this jurisdiction corresponding to paragraph 786 (2) (d), with the local authority within the meaning of that previous law.

“(2)  After that commencement, the security has effect, with such modifications as are prescribed or the circumstances require, as if:

(a)  it were a security lodged and maintained under a condition to which the licence is subject in accordance with paragraph 786 (2) (d); and

(b)  the Commission were substituted for the local authority as a party to the security; and


SCHEDULE 1—continued

(c)  a reference in the security to the local authority were a reference to the Commission.

“(3)  Without limiting subsection 786 (9), regulations for the purposes of that subsection may provide for the security to be applied in connection with an act done, an omission or event occurring, or a matter arising, before that commencement.”.

Section 787:

Repeal the section, substitute:

Licensee to notify breach of licence condition

“787.     (1) Within 1 day after the happening of an event constituting a contravention of a condition of a licence, the licensee must lodge a written notice setting out particulars of the event.

“(2)  It is a defence to a charge arising under subsection (1) if it is proved that:

(a)  when the licensee was required to lodge the notice, the licensee was unaware of a fact or occurrence that gave rise to the requirement; and

(b)  in a case where the licensee has since become aware of that fact or occurrence—the licensee lodged the notice as soon as practicable after becoming so aware.”.

Section 788:

Repeal the section, substitute:

Giving information and statements to Commission

“788.     (1) The holder of a dealers licence must lodge such written information or statements in relation to the securities business carried on by the licensee as the Commission from time to time directs.

“(2)  If the Commission requires the holder of a dealers licence to cause a statement specified in a direction given under subsection (1) to be audited by a registered company auditor before it is lodged, the licensee must comply with the requirement.

“(3)  The Commission may extend the period for compliance with a direction given under subsection (1).”.

Section 790:

Omit “It is a condition of a licence that the licensee shall,”, substitute “The holder of a licence must,”.

Subsection 791 (1):

Omit “It is a condition of a licence that the licensee shall lodge,”, substitute “The holder of a licence must lodge,”.


SCHEDULE 1—continued

Section 792:

Repeal the section, substitute:

Time for lodging annual statement

“792.     (1) A person required by subsection 791 (1) to lodge a statement must lodge the statement:

(a)  if the licence is a dealers licence—during the period within which a profit and loss account and balance sheet referred to in section 860 are required to be lodged; or

(b)  otherwise—within 1 month immediately before the anniversary of the date on which the licence was granted.

“(2)  A person required by subsection 791 (2) to lodge a statement must lodge the statement within 1 month after ceasing to be a licensee.

“(3)   A person who fails to lodge a statement required by section 791 within the period specified in subsection (1) or (2), as the case requires, contravenes this section.”.

Subsection 793 (2):

Before “law” (wherever occurring) insert “previous”.

Section 795:

Repeal the section, substitute:

Agreements with unlicensed persons

“795.     (1) Subdivision B applies where, during a period when a person (in this section and Subdivision B called the ‘non-licensee’) is unlicensed, the non-licensee and a client of the non-licensee enter into an agreement that:

(a)  constitutes, or relates to, a dealing or proposed dealing in securities; or

(b)  relates to advising the client about securities, or giving the client securities reports.

“(2)  Subdivision B applies to an agreement mentioned in subsection (1) whether or not anyone else is a party to the agreement.

“(3)  A person is unlicensed during a period when the person:

(a)  in contravention of section 780, carries on, or holds out that the person carries on, a securities business; or

(b)  in contravention of section 781, carries on an investment advice business or holds out that the person is an investment adviser.”.

Section 796:

Repeal the section.


SCHEDULE 1—continued

Section 797:

Repeal the section.

Section 803:

Omit “an Australian court”, substitute “a court”.

Subsection 810 (1):

Omit the subsection, substitute:

“(1)  A licensee must establish a register of the persons who hold proper authorities from the licensee and must keep it in accordance with this section.”.

Section 810:

Add at the end:

“(8)  Where a licensee whom subsection (1) requires to establish a register already keeps one under this section or a corresponding previous law, the licensee need not establish a new register but must keep the existing one in accordance with this section.”.

Section 811:

Repeal the section, substitute:

Licensee to notify Commission of location and contents of register

“811.    (1) In this section:

‘register’, in relation to a licensee, means a register that the licensee keeps for the purposes of section 810.

“(2)  Within 14 days after establishing a register, the licensee must lodge written notice of where the register is kept.

“(3)  As soon as practicable after changing the place where a register is kept, the licensee must lodge written notice of the new place where the register is kept.

“(4)  Within 2 business days after the day on which a person begins to hold a particular proper authority from a licensee, the licensee must, whether or not the person has previously held a proper authority from the licensee, lodge:

(a)  a copy of the first-mentioned proper authority; and

(b)  a written notice stating that the person began to hold that proper authority on that day.

“(5)  The licensee must lodge a written notice, within the period provided by subsection (6):

(a)  setting out the information that the register is required to contain by paragraph 810 (3) (b), (c), (d) or (e); and


SCHEDULE 1—continued

(b)  stating that the information has been, or is to be, entered in the register.

“(6)  A notice under subsection (5) must be lodged within the period within which subsection 810 (5) requires the information to be entered in the register.

“(7)  Within 2 business days after a person ceases to hold a proper authority from a licensee, the licensee must, unless at the end of those 2 business days the person again holds a proper authority from the licensee, lodge a written notice stating that the person has ceased to hold such a proper authority.”.

Section 812:

Repeal the section, substitute:

Inspection and copying of register

“812.    (1) In this section:

‘register’ in relation to a licensee, means a register that the licensee keeps for the purposes of section 810.

“(2)  A licensee must ensure that a register is open for inspection without charge.

“(3)  Where a person requests a licensee in writing to give to the person a copy of the whole, or of a specified part, of a register, the licensee must comply with the request within 2 business days after:

(a)  if the licensee requires the person to pay for the copy an amount of not more than the prescribed amount—receiving the amount from the person; or

(b)  in any other case—receiving the request.”.

After subsection 815 (4):

Insert:

“(4a) Subsection 8 (3) does not apply in relation to a reference in subsection (2), (3) or (4) of this section to a provision of this section.”.

Subsections 815 (7) and (8):

Omit the subsections, substitute:

“(7)  A reference in this section to a person taking action in relation to another person is a reference to the first-mentioned person:

(a)  taking action by way of making, terminating or varying the terms and conditions of a relevant agreement; or

(b)  otherwise taking action in relation to a relevant agreement;

in so far as the relevant agreement relates to the other person being employed by, or acting for or by arrangement with, the first-mentioned


SCHEDULE 1—continued

person in connection with a securities business or investment advice business carried on by the first-mentioned person.

“(8)  In addition, and without prejudice, to the effect it has of its own force, subsection (6) has by force of this subsection the effect it would have if:

(a)  the reference in it to information being given in accordance with this section were a reference to information being given in accordance with section 815 of the Corporations Law of this jurisdiction; and

(b)  a reference in it to a court were a reference to a court of an external Territory or of a country outside Australia and the external Territories; and

(c)  paragraphs (6) (d) and (e) were omitted.”.

Subsection 818 (1):

Omit “an Australian court”, substitute “a court”.

Paragraph 818 (1) (a):

(a)  Insert “whether within or outside this jurisdiction,” before “a person”.

(b)  Omit “eligible securities”.

Paragraph 819 (1) (a):

Insert “, whether within or outside this jurisdiction” after “representative” (third occurring).

Subparagraphs 819 (1) (a) (i) and (ii):

Omit “eligible securities”.

Paragraph 819 (1) (b):

After “act” insert “, whether within or outside this jurisdiction,”.

Subsection 819 (2):

After “then” insert “, for the purposes of a proceeding in a court”.

After subsection 819 (3):

Insert:

“(3a) Subsection (3) does not apply unless:

(a)  the conduct was engaged in, the proposed conduct would have been engaged in, or the representation was made, in this jurisdiction; or

(b)  the act referred to in paragraph (1) (b) was done, or would have been done, as the case may be, in this jurisdiction; or


SCHEDULE 1—continued

(c)  some or all of the loss or damage was suffered in this jurisdiction.”.

Paragraph 819 (4) (b):

Omit “an Australian court”, substitute “a court”.

Section 820 (1):

(a)  Omit “an Australian court”, substitute “a court”.

(b)  Insert “, whether within or outside this jurisdiction,” after “particular conduct”.

Subsection 820 (2):

Omit “an Australian court”, substitute “a court”.

Section 823:

Repeal the section.

Subsection 840 (1):

(a)  Omit “a law corresponding to that subsection”, substitute “a corresponding previous law of this or any other jurisdiction”.

(b)  Before “law” (last occurring) insert “previous”.

Subsection 840 (2):

Omit “Act”, substitute “Law”.

Subsection 842 (1):

Omit the subsection, substitute the following subsection:

“(1)  This section applies:

(a)  in relation to a dealer (other than an exempt dealer) in relation to a transaction of sale or purchase of securities; or

(b)  in relation to an exempt dealer, in relation to a transaction of sale or purchase of securities that is entered into in the course of a securities business that the exempt dealer carries on in the capacity of personal representative of a dead dealer.”.

Subsection 843 (1):

Omit the subsection.

Subsection 844 (1):

Omit the subsection.

Subsections 845 (1), (2), (3) and (4):

Omit “eligible” (wherever occurring).


SCHEDULE 1—continued

Subsection 846 (1):

Omit “eligible”.

Subsection 847 (1):

Omit “eligible” (wherever occurring).

Subsection 847 (6):

Before “law” (wherever occurring), insert “previous”.

Paragraph 853 (a):

Omit “eligible”.

After paragraph 854 (a):

Insert:

“(ba) a reference to a licensee is a reference to a person who holds a dealers licence; and”.

Subsection 855 (1):

Omit the subsection, substitute:

“(1)  This Part applies in relation to a licensee in relation to his, her or its securities business, whether carried on in this jurisdiction or elsewhere.”.

Subsection 855 (2):

Omit “A condition existing by virtue of this”, substitute “This”.

Subsection 856 (2):

Omit “It is a condition of the licence that the dealer shall:”, substitute “The dealer must:”.

Subsection 856 (12):

Omit “It is a condition of the licence that where”, substitute “Where”.

Subsection 856 (13):

Omit “a condition existing by virtue of”.

Subsection 856 (14):

Omit “It is a condition of the licence that, where”, substitute “Where”.

Subsection 857 (1):

Omit the subsection, substitute:

“(1)  A licensee must, within 1 month after beginning to hold the licence, appoint as auditor or auditors to audit the licensee’s accounts:


SCHEDULE 1—continued

(a)  a person or persons; or

(b)  a firm or firms; or

(c)  a person or persons and a firm or firms;

other than a person who, or a firm that, is ineligible by virtue of this section to act as auditor of the licensee.”.

Subsection 857 (13):

Omit “It is a condition of a licence that, where”, substitute “Where”.

Subsection 857 (16):

Omit “It is a condition of a licence that, within 14 days after a vacancy occurs in the office of an auditor of the licence”, substitute “Within 14 days after a vacancy occurs in the office of an auditor of a licensee”.

Subsection 857 (18):

Omit “It is a condition of a licence that the licensee shall”, substitute “A licensee must”.

Subsection 858 (1):

Omit “It is a condition of a licence that the licensee:”, substitute “A licensee:”.

Paragraph 858 (4) (a):

Omit “an Australian court”, substitute “a court of this jurisdiction”.

Section 859:

Omit “and it is a condition of the licence that the holder shall pay those fees and expenses”.

Subsection 860 (2):

Omit “It is a condition of a licence that the licensee shall”, substitute “A licensee must”.

Subsection 860 (5):

Omit “it is a condition of the licence that the licensee shall”, substitute “the licensee must”.

Subsection 861 (2):

Omit “872”, substitute “856, 866, 867, 868, 869, 870, 871, 872 or 873, or Part 7.7”.

Subsection 862 (2):

Omit “872”, substitute “856, 866, 867, 868, 869, 870, 871, 872 or 873, or Part 7.7”.


SCHEDULE 1—continued

Section 865:

Repeal the section, substitute:

Interpretation

“865.     In this Part, unless the contrary intention appears:

(a)  a reference to a licence is a reference to a dealers licence; and

(b)  a reference to a licensee is a reference to a person who holds a dealers licence; and

(c)  a reference to a book, security, trust account or business of or in relation to a dealer who carries on business in partnership is a reference to such a book, security, trust account or business of or in relation to the partnership.

Application of Part

“865a. This Part (other than section 872) applies in relation to a licensee in relation to his, her or its securities business, whether carried on in this jurisdiction or elsewhere.”.

Subsection 866 (1):

Omit “It is a condition of a licence that the licensee shall”, substitute “A licensee must”.

Subsection 866 (2):

Omit “a condition existing by virtue of section 867 provides for”, substitute “section 867 requires”.

Section 866:

Add at the end:

“(3)  A person who contravenes subsection (1) is guilty of an offence.

“(4)  A person who, with intent to defraud, contravenes subsection (1) is guilty of an offence.”.

Subsection 867 (1):

Omit “It is a condition of a licence that the licensee shall”, substitute “A licensee must”.

Subsection 867 (2):

Omit “A licensee need not comply with a condition existing by virtue of subsection (1)”, substitute “Subsection (1) does not apply”.

Section 867:

Add at the end:

“(3)  A person who contravenes subsection (1) is guilty of an offence.

“(4)  A person who, with intent to defraud, contravenes subsection (1) is guilty of an offence.”.


SCHEDULE 1—continued

Section 868:

Repeal the section, substitute:

When money to be paid into trust account

“868.     (1) Where section 867 requires a licensee to pay money into a trust account, the licensee must pay the money into a trust account on or before the next day after the licensee receives it on which it can be so paid.

“(2)  A person who contravenes subsection (1) is guilty of an offence.

“(3)  A person who, with intent to defraud, contravenes subsection (1) is guilty of an offence.”.

Subsection 869 (1):

Omit “It is a condition of a licence that the licensee shall”, substitute “A licensee must”.

Paragraph 869 (1) (e):

Omit “law”, substitute “any law of the Commonwealth or of this or any other jurisdiction”.

Subsection 869 (2):

Omit “a condition existing by virtue of”.

Section 869:

Add at the end:

“(3)  A person who contravenes subsection (1) is guilty of an offence.

“(4)   A person who, with intent to defraud, contravenes subsection (1) is guilty of an offence.”.

Subsection 870 (2):

Omit “a condition of the licence existing by virtue of”.

Subsection 870 (3):

Omit “It is a condition of a licence that, if”, substitute “If”.

Section 871:

Repeal the section, substitute:

Trust money not available in respect of dealer’s own debts

“871.     (1) Subject to this Part, money in a trust account of the holder of a licence is not available for the payment of a debt or liability of the licensee.

“(2)  Subject to this Part, money in a trust account of the holder of a licence (including a licence within the meaning of a law corresponding


SCHEDULE 1—continued

to this section) is not liable to be attached, or taken in execution, under the order or process of a court at the instance of a person suing in respect of such a debt or liability.”.

Subsection 872 (1):

Omit the subsection, substitute:

“(1)  This section applies where a person (in this section called the ‘client’) lends money to a dealer in connection with a securities business carried on by the dealer.”.

Subsections 873 (2), (3) and (4):

Omit “it is a condition of the licence that the dealer shall”, substitute “the dealer must”.

Subsection 873 (5):

Omit “It is a condition of the licence that the dealer shall”, substitute “A dealer must”.

Subsection 873 (6):

Omit “a condition existing by virtue of subsection (5), it is a condition of the licence that”, substitute “subsection (5),”.

Subparagraph 874 (1) (a) (ii):

Omit the subparagraph, substitute:

“(ii) an account maintained by the person under subsection 872 (2); whether the account is maintained in this jurisdiction or elsewhere; or”.

Paragraph 874 (1) (b):

Insert “by this Part,” after “provided for”.

Subparagraph 874 (1) (c) (i):

Omit “a condition of the licence existing by virtue of”.

Subsection 874 (3):

Omit “of the person”, substitute “that the person holds or maintains in Australia (whether in this jurisdiction or not)”.

Subsection 879 (1):

Insert:

‘securities’ means securities of:

(a)  a public company; or

(b)  a body corporate or other person included in the official list of a securities exchange.”.


SCHEDULE 1—continued

Subsection 880 (2):

Omit the subsection.

Section 886:

Omit “eligible”.

Subsection 889 (2):

Omit “it is a condition of the licence that”.

Subsection 889 (3):

Omit “It is a condition of the licence that, if:”, substitute “If:”.

Subsection 889 (4):

Omit “provided for by the condition existing by virtue of”, substitute “required by”.

Subsection 889 (7):

Omit “the condition existing by virtue of”.

Subsection 890 (1):

Omit “It is a condition of a licence that the deposit to be lodged and kept for the purposes of a condition of the licence existing by virtue of”, substitute “The deposit to be lodged and kept for the purposes of”.

Subsection 890 (2):

Omit “a condition existing by virtue of”.

Subsection 890 (3):

Omit “It is a condition of a licence that, if by virtue of a condition of the licence existing by virtue of subsection (1)”, substitute “If, because of subsection (1),”.

Subsection 891 (1):

Omit “a condition existing by virtue of”.

Subsection 891 (4):

Omit “a condition existing by virtue of”.

Subsection 891 (5):

Omit “a condition existing by virtue of”.

Subsection 891 (6):

Omit “It is a condition of a licence that where”, substitute “Where”.


SCHEDULE 1—continued

Subsection 892 (1):

After “corresponding” insert “previous”.

Subsection 895 (3):

Before “law” insert “previous”.

Subsection 899 (2):

Before “Law” (wherever occurring) insert “previous”.

Subsections 901 (6) and (7):

After “corresponding” insert “previous”.

Section 902:

Repeal the section, substitute:

Contributions to fund

“902.    (1) A person is not to be admitted to:

(a)  membership of a securities exchange; or

(b)  a partnership in a member firm recognised by a securities exchange;

unless the person has paid to the securities exchange, as a contribution to its fidelity fund, such amount, being not less than $500, as is determined by the securities exchange in relation to that person or in relation to a class of persons that includes that person.

“(2)   A person who is a member of a securities exchange must, on or before 31 March in each year, pay to the securities exchange, as a contribution to its fidelity fund, such amount, being not less than $100, as is determined by the securities exchange in relation to that person or in relation to a class of persons that includes that person.

“(3)  This section has effect subject to section 919.”.