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Corporations Regulations 2001

Authoritative Version
  • - F2011C00590
  • In force - Superseded Version
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SR 2001 No. 193 Regulations as amended, taking into account amendments up to Corporations Amendment Regulations 2011 (No. 3)
Principal Regulations. These Regulations repeal the Corporations Regulations 1990 and the Partnerships and Associations Application Order 1999 (No. 1)
Administered by: Treasury
General Comments: This compilation is affected by a retrospective amendment, please see Corporations Amendment Regulation 2012 (No. 2) (SLI 2012 No. 43) (F2012L00829) for details.
Registered 02 Aug 2011
Start Date 02 Aug 2011
End Date 11 Oct 2011
Table of contents.

Corporations Regulations 2001

Statutory Rules 2001 No. 193 as amended

made under the

This compilation was prepared on 2 August 2011
taking into account amendments up to SLI 2011 No. 142

The text of any of those amendments not in force
on that date is appended in the Notes section

[Note: For cessation details of subregulation 10.2.44A (2),
see subregulations 10.2.44A (3) and (4)]

This document has been split into seven volumes
Volume 1 contains Chapters 1–6D (Rr 1.01–6D.5.02)
Volume 2 contains Chapter 7 (Rr 7.1.01–7.6.08E)
Volume 3 contains Chapters 7 and 8 (Rr 7.7.01–8.4.02)
Volume 4 contains Chapters 9–12 (Rr 9.0.01–12.9.03)
Volume 5 contains Schedules 1, 2 and 2A
Volume 6 contains Schedules 3–12, and
Volume 7 contains the Notes
Each volume has its own Table of Contents

Prepared by the Office of Legislative Drafting and Publishing,
Attorney‑General’s Department, Canberra


Contents

Schedule 3                  Specified offices                                                            8

Schedule 4                  Prescribed amounts                                                     11

Schedule 5C               Conduct of auditor — relevant relationships                14

Schedule 6                  Availability of names                                                    17

Part 1                             Rules for ascertaining whether names are identical          17

Part 2                             Names unacceptable for registration                              18

Part 3                             Restricted words and phrases                                        20

Part 4                             Consent required to use restricted words and phrases     21

Part 5                             Names relating to financial institutions for use of which consent is required   21

Schedule 7                  Exemptions from requirements to set out certain corporate particulars     22

Schedule 8                  Schemes of arrangement under Part 5.1 of the Act       25

Chapter 5                      External administration                                                  25

Part 1                             Interpretation and application                                         25

Part 2                             Prescribed information relating to proposed compromise or arrangement with creditors or class of creditors                                                                   26

Part 3                             Prescribed information relating to proposed compromise or arrangement with members or a class of members                                                         27

Part 4                             Prescribed information relating to proposed compromise or arrangement with members or class of members for transfer to a trustee                               32

Schedule 8A               Deed of company arrangement — prescribed provisions 33

Schedule 8AA            Trustee companies                                                       40

Schedule 8AB            Prescribed State and Territory provisions for paragraph 601RAE (4) (a) of the Act 42

Schedule 8AC            Prescribed State and Territory laws and provisions for paragraph 601RAE (4) (b) of the Act — estate administration                                                    43

Schedule 8AD            Prescribed State and Territory laws and provisions for paragraph 601RAE (4) (b) of the Act                                                                                    44

Schedule 8AE            Relevant State and Territory provisions                        47

Schedule 8B               Option contract — prescribed indexes                         48

Schedule 8C               Modifications of Part 7.5 of the Act — compensation regimes       51

Schedule 9                  Authorised trustee corporations                                   55

Schedule 10                Disclosure of fees and other costs                               58

Part 1                             Interpretation                                                                 58

                     101      Definitions                                                                    58

                     102      Management costs                                                        60

                     103      Transactional and operational costs                               61

                     104      Indirect cost ratio                                                          61

Part 2                             Fees and Costs Template, example of annual fees and costs and Consumer Advisory Warning for Product Disclosure Statements                                 62

Division 1                     The fees and costs template — multiple fee structure presentation    62

                     201      The template for a multiple fee structure                         62

Division 2                     The fees and costs template — single fee structure presentation      64

                     202      The template for a single fee structure                            64

Division 3                     How to fill in the template                                              65

                     203      The preamble                                                                65

                     204      Column 2 — presentation of amounts                             65

                     205      Column 2 — presentation of multiple investment options 66

                     206      Presentation of multiple fee payment options                 66

                     207      Column 3 — how and when fees and costs are payable  66

                     208      Other material to be included in the template                   67

Division 4                     Additional explanation of fees and costs                        67

                     209      Matters to be included as additional explanation of fees and costs   67

Division 5                     Example of annual fees and costs                                 69

                     210      Example of annual fees and costs                                 69

                     211      Example of annual fees and costs for superannuation funds            69

                     212      Example of annual fees and costs for managed investment products           70

                     213      Defined benefit funds                                                    71

Division 6                     How to fill in the example of annual fees and costs         71

                     214      Fees and costs must be ongoing amounts                     71

                     215      Minimum entry balance rule                                            72

                     216      Termination fees                                                            72

                     217      Contribution fees                                                           72

                     218      Management costs                                                        73

                     219      Withdrawal fees and termination fees                             73

                     220      If there is no balanced investment option                        73

Division 7                     Consumer Advisory Warning                                          74

                     221      Consumer advisory warning                                           74

                     222      Where to place the Consumer Advisory Warning             74

Part 3                             Fees and costs in periodic statements                           75

Division 1                     Other Management Costs                                              75

                     301      Other management costs in the periodic statement         75

Division 2                     Total fees                                                                     75

                     302      Total of fees in the periodic statement                            75

Division 3                     Additional Explanation of Fees and Costs                      76

                     303      Matters to be included as additional explanation of fees and costs   76

Schedule 10A             Modifications of Part 7.9 of the Act                               77

Part 1                             Modifications relating to sub‑plans                                 77

Part 2                             Modifications relating to Product Disclosure Statements for RSA products   77

Part 3                             Modifications relating to insurance options under contract associated with superannuation interest                                                                         78

Part 5                             Modifications relating to First Home Saver Accounts      79

                 1013N      Combining Product Disclosure Statement and another document      81

Part 5A                          Modifications for margin loan                                        81

                 1013L      When Product Disclosure document may consist of 2 or more documents    83

Part 5B                      Modifications for superannuation products to which Subdivision 4.2B of Division 4 of Part 7.9 applies                                 

                 1013L      When Product Disclosure Statement may consist of 2 or more documents    86

Part 5C                      Modifications for simple managed investment scheme          

                 1013L      When Product Disclosure Statement may consist of 2 or more documents    88

Part 6                             Modifications relating to application forms and Product Disclosure Statements for standard employer‑sponsor arrangements and successor funds    89

Part 7                             Modifications relating to life pensioners, members subject to compulsory protection of small amounts and members with small amounts that are expected to grow quickly            90

Part 8                             Modifications relating to periodic statements for RSA providers       92

Part 9                             Modifications relating to periodic statements for superannuation entities and RSA providers  95

Part 10                           Modifications relating to ongoing disclosure of material changes and significant events in relation to superannuation products and RSAs                96

Part 11                           Modifications relating to charges for information requested  98

Part 12                           Modifications relating to information when member leaves a fund     99

Part 13                           Modifications relating to exceptions to exit reporting period provisions         100

Part 14                           Modifications relating to obligation to give information about financial products        101

Part 15                           Modifications for confirmation of transactions              104

Part 16                           Modifications relating to reporting periods                    105

Part 17                           Modifications relating to application forms for specified superannuation products     105

Part 18                           Modification of Part 7.9 of the Act — New Zealand offer documents replace Product Disclosure Statements where an offer relates to interests in a New Zealand managed investment scheme                                                                                  107

                    18.1      After subsection 1012D (9D)                                        107

Schedule 10AA          Modifications of the Act in relation to their application in respect of a recognised offer or a proposed offer of securities that may become a recognised offer  108

Part 1                             Modification of Part 6D.2 of the Act — disclosure to investors not required for recognised offer under Chapter 8                                                           108

                      1.1      After subsection 707 (3)                                               108

                      1.2      After subsection 707 (5)                                               109

Part 2                             Modification of Part 7.9 of the Act — disclosure to investors not required for recognised offer under Chapter 8                                                           109

                      2.1      After subsection 1012C (6)                                           109

                      2.2      After subsection 1012C (8)                                           109

                      2.3      After subsection 1012IA (3)                                          110

Schedule 10B             Form and content of Product Disclosure Statement for FHSA product       111

Part 1                             Form and content of Product Disclosure Statement — general         111

                        1      Length and font size for Product Disclosure Statement 111

                        2      Sections in a Product Disclosure Statement                  112

                        3      Product Disclosure Statement must be self‑contained   112

                        4      Contents of section 1 (Who can have a First Home Saver Account)   112

                        5      Contents of section 2 (How the First Home Saver Account works)     113

                        6      Contents of section 3 (How the Government helps you save)            114

                        7      Contents of section 4                                                  115

                        8      Contents of section 5 (What happens if your situation changes)        118

                        9      Contents of section 6 (Using your savings for your first home)         118

                       10      Contents of section 7 (The fees and costs)                   118

                       11      Contents of section 8 (How to open an account)           119

                       12      Contents of section 9                                                  119

Part 2                             Information on fees and costs                                      120

                       13      Definitions                                                                  120

                       14      Presentation of information on fees and costs              121

                       15      Information on fees and costs                                      122

                       16      Example of overall cost                                               123

                       17      Consumer advisory                                                      125

Schedule 10BA             [see Note 3]                                                             126

Schedule 10C             Form and content of Product Disclosure Statement  — margin loan          127

Schedule 10D             Form and content of Product Disclosure Statement — superannuation product to which Subdivision 4.2B of Division 4 of Part 7.9 applies      136

Schedule 10E             Form and content of Product Disclosure Statement — simple managed investment scheme                                                                                  150

                        8      Contents of section 6 (Fees and costs)                        156

Schedule 10D             Persons who are not covered by section 1433 of the Act 161

Schedule 12                ASIC transitional standards                                        164

 


Schedule 3        Specified offices

(regulation 6.2.02)

  

 

Column 1

Column 2

Column 3

Column 4

Item

Office

Law

Jurisdiction

1

Treasurer

 

Commonwealth

2

Trustee

Parts IV, X and XI of the Bankruptcy Act 1966

Commonwealth

3

Chairperson of the Australian Securities and Investments Commission

Australian Securities and Investments Commission Act 2001

Commonwealth

4

Deputy Chairperson of the Australian Securities and Investments Commission

Australian Securities and Investments Commission Act 2001

Commonwealth

5

Member of the Australian Securities and Investments Commission

Australian Securities and Investments Commission Act 2001

Commonwealth

7

Member of the Takeovers Panel

Australian Securities and Investments Commission Act 2001

Commonwealth

8

Treasurer

 

Western Australia

9

Commissioner for Corporate Affairs

 

Western Australia

10

Public Trustee

Public Trustee Act 1941

Western Australia

11

Master of the Supreme Court

Supreme Court Act 1935

Western Australia

12

Registrar of the Supreme Court

Supreme Court Act 1935

Western Australia

13

Treasurer

 

Victoria

14

Commissioner for Corporate Affairs

 

Victoria

15

Public Trustee

Public Trustee Act 1958

Victoria

16

Master of the Supreme Court

Supreme Court Act 1958

Victoria

17

Treasurer

 

New South Wales

18

Public Trustee

Public Trustee Act 1913

New South Wales

19

Master

Division 1 of Part VIII of the Supreme Court Act 1970

New South Wales

20

Supervisor of Loan Fund Companies

Loan Fund Companies Act 1976

New South Wales

21

Protective Commissioner

Mental Health Act 1958

New South Wales

22

Treasurer

 

Queensland

23

Commissioner for Corporate Affairs

 

Queensland

24

Public Trustee

Public Trustee Act 1978

Queensland

25

Registrar

Supreme Court Acts 1861‑1980

Queensland

26

Treasurer

 

South Australia

27

Curator of Prisoners Property

Criminal Law Consolidation Act 1935‑80

South Australia

28

Public Trustee

Administration and Probate Act 1919‑1980

South Australia

29

Master or accountant

Supreme Court Act 1935‑1980

South Australia

30

Administrator

Chapter XLIX of the Criminal Code

Tasmania

31

Treasurer

 

Tasmania

32

Commissioner for Corporate Affairs

 

Tasmania

33

Public Trustee

Public Trustee Office Act 1930

Tasmania

34

Registrar of the Supreme Court

Supreme Court Act 1959

Tasmania

35

Treasurer

 

Australian Capital Territory

36

Public Trustee

Administration and Probate Ordinance 1929 and the Public Trustee Act 1985

Australian Capital Territory

37

Registrar of the Supreme Court

Australian Capital Territory Supreme Court Act 1933

Commonwealth

38

Master of the Supreme Court

Australian Capital Territory Supreme Court Act 1933

Commonwealth

39

Treasurer

 

Northern Territory

40

Public Trustee

Public Trustee Act 1979

Northern Territory

41

Master of the Supreme Court

 

Northern Territory

42

Commissioner for Corporate Affairs

Companies (Administration) Act 1986

Northern Territory

 

Schedule 4        Prescribed amounts

(regulation 1.1.01)

  

 

Column 1

Column 2

Column 3

Item

Matter

Amount ($)

1

Inspection of registers for the purposes of:

 

 

   (a)  subsection 173 (2) or subsection 672DA (7):

 

 

         (i)   if a register is not kept on a computer — for each inspection

5.00

 

        (ii)   if a register is kept on a computer — for each inspection

a reasonable amount that does not exceed the marginal cost to the company of providing an inspection

1AA

Supply of copies for subsection 173 (3)

In addition:

250.00

 

   (a)  for each member about whom information is provided in excess of 5 000 members and up to 19 999 members

0.05

 

  (b)  for each member about whom information is provided at 20 000 members or more

0.01

1A

Inspection of registers or records for:

 

 

   (a)  subsection 271 (3)

 

 

  (b)  subsection 668A (3);

 

 

for each inspection

5.00

2

Supply under section 139 by a company to a member of the company of a copy of the company’s constitution

10.00

3

Supply of copies for  subsection 672DA (8):

 

 

   (a)  if a register is not kept on a computer — for each page, or part of a page, not exceeding international sheet size A4 of the copy supplied or, at the option of the supplier, for each 100 words or part of 100 words

0.50

 

  (b)  if a register is kept on a computer — for each inspection

a reasonable amount that does not exceed the marginal cost to the company of providing a copy

3A

Supply of copies for:

 

 

   (a)  subsection 246G (3)

 

 

  (b)  subsection 251B (4)

 

 

(ba)  subsection 253N (4)

 

 

   (c)  subsection 271 (4)

 

 

  (d)  subsection 812 (3)

 

 

   (e)  paragraph 1178 (3) (a);

 

 

for each page, or part of a page, not exceeding international sheet size A4 of the copy supplied or, at the option of the supplier, for each 100 words or part of 100 words

0.50

4

Payment for each name and address provided under subsection 641 (5)

0.10

5

For compliance with a direction under section 672A

5.00

6

Replacement of lost or destroyed certificate for paragraph 1070D (4) (a)

10.00

7

Fee for supply by a responsible entity of a copy of the constitution of a registered scheme under subsection 601GC (4)

10.00

8

Inspection of register for subsection 919E (3):

 

 

   (a)  if the register is not kept on a computer — for each inspection

12.50

 

  (b)  if the register is kept on a computer — for each inspection

a reasonable amount that does not exceed the marginal cost to the declared professional body of providing an inspection

 

   (c)  despite paragraphs (a) and (b), if the inspection is by a member of the declared professional body

No fee

9

Making copies of, or taking extracts from, a register for subsection 919E (3):

 

 

   (a)  if the register is not kept on a computer — for each page, or part of a page, not exceeding international sheet size A4 of the copy supplied or, at the option of the supplier, for each 100 words or part of 100 words

1.25

 

  (b)  if a register is kept on a computer — for each copy or extract

a reasonable amount that does not exceed the marginal cost to the declared professional body of providing a copy or extract

 

 

Schedule 5C      Conduct of auditor — relevant relationships

(regulation 2M.6.05)

  

1              Money owed — debt

         (1)   Subclause (2) applies in relation to audit activity in relation to a financial year that ends on or after the commencement of this Schedule.

         (2)   The operation of Chapter 2M of the Act is modified by omitting subsection 324CH (5) of the Act (including the subheading) and substituting the following subheading and subsection:

Ordinary course of business exception

             (5)  For the purposes of item 15 of the table in subsection (1):

                     (a)  disregard a debt owed by an individual to a body corporate or entity if:

                              (i)  the body corporate or entity is:

                                        (A)  an Australian ADI; or

                                        (B)  a body corporate registered under the Life Insurance Act 1995; and

                             (ii)  the debt arose because of a loan that the body corporate or entity made to the person in the ordinary course of its ordinary business; and

                            (iii)  the person used the amount of the loan to pay the whole or part of the purchase price of premises that the person uses as their principal place of residence; and

                     (b)  disregard a debt owed by the person or firm to a body corporate or entity if:

                              (i)  the debt is on normal terms and conditions, and arises from the acquisition of goods or services on normal trading terms from:

                                        (A)  the audited body; or

                                        (B)  an entity that the audited body controls; or

                                        (C)  a related body corporate; and

                             (ii)  the goods or services will be used by the person or firm:

                                        (A)  for the personal use of the person or firm; or

                                        (B)  in the ordinary course of business of the person or firm.

2              Money owed — deposit account

         (1)   Subclause (2) applies in relation to audit activity in relation to a financial year that ends on or after the commencement of this Schedule.

         (2)   The operation of Chapter 2M of the Act is modified by omitting subsection 324CH (6) of the Act (including the subheading) and substituting the following subheading and subsection:

Loans by immediate family members and amounts on call

             (6)  For the purposes of item 16 of the table in subsection (1):

                     (a)  disregard a debt owed to a person by a body corporate or entity if:

                              (i)  the item applies to the person because the person is an immediate family member of:

                                        (A)  a professional member of the audit team conducting the audit of the audited body; or

                                        (B)  a non‑audit services provider; and

                             (ii)  the debt is incurred in the ordinary course of business of the body corporate or entity; and

                     (b)  disregard an amount owed to the person or firm by the audited body, a related body corporate or an entity that the audited body controls if:

                              (i)  the body, body corporate or entity is an Australian ADI; and

                             (ii)  the amount is in a basic deposit product (within the meaning of section 761A of the Act) provided by the body, body corporate or entity; and

                            (iii)  the amount was deposited in the ordinary course of the business of the audited body, body corporate or entity, and on the terms and conditions that normally apply to basic deposit products provided by the body, body corporate or entity.

3              Public company auditor (annual appointments at AGMs to fill vacancies)

         (1)   Subclause (2) applies to:

                (a)    all companies; and

               (b)    all registered schemes; and

                (c)    all disclosing entities;

only in relation to audit activity that is conducted on or after the commencement of this Schedule.

         (2)   The operation of Chapter 2M of the Act is modified by omitting from subsections 327B (2A), (2B) and (2C) of the Act “21 days” and inserting “21 days, or such longer period as ASIC allows,”.

Schedule 6        Availability of names

(regulations 2B.6.01, 2B.6.02, 5B.3.01 and 5B.3.02)

Part 1          Rules for ascertaining whether names are identical

6101

                In comparing one name with another for paragraph 147 (1) (a) or (b) or 601DC (1) (a) or (b) of the Act, the following matters are to be disregarded:

                (a)    the use of the definite or indefinite article as the first word in one or both of those names;

               (b)    the use of ‘Proprietary’, ‘Pty’, ‘Limited’, ‘Ltd’, ‘No Liability’ or ‘NL’ in one or both of the names;

                (c)    whether a word is in the plural or singular number in one or both names;

               (d)    the type, size and case of letters, the size of any numbers or other characters, and any accents, spaces between letters, numbers or characters, and punctuation marks, used in one or both names;

                (e)    the fact that one name contains a word or expression in column 2 of the following table and the other name contains an alternative for that word or expression in column 3:

 

Column 1

Item

Column 2

Word or expression

Column 3

Alternative

1

Australian

Aust

2

Company

Co or Coy

3

Co

Company or Coy

4

Coy

Company or Co

5

Number

No

6

and

&

7

Incorporated

Inc

8

Corporation

Corp

9

Australian Company Number

ACN

Part 2          Names unacceptable for registration

6203

                For paragraph 147 (1) (c) or 601DC (1) (c) of the Act, a name is unacceptable for registration if the name:

                (a)    in the opinion of ASIC, is undesirable, or likely to be offensive to:

                          (i)    members of the public; or

                         (ii)    members of any section of the public; or

               (b)    subject to rule 6204:

                          (i)    contains a word or phrase specified in an item in Part 3, or an abbreviation of that word or phrase; or

                         (ii)    a word or phrase or an abbreviation having the same or a similar meaning; or

                (c)    subject to rule 6205, includes the word ‘Commonwealth’ or ‘Federal’; or

               (d)    in the context in which it is proposed to be used, suggests a connection with:

                          (i)    the Crown; or

                         (ii)    the Commonwealth Government; or

                        (iii)    the Government of a State or Territory; or

                        (iv)    a municipal or other local authority; or

                         (v)    the Government of any other part of the Queen’s dominions, possessions or territories; or

                        (vi)    a department, authority or instrumentality of the Commonwealth Government; or

                       (vii)    a department, authority or instrumentality of the Government of a State or Territory; or

                      (viii)    the government of a foreign  country;

                        if that connection does not exist; or

                (e)    in the context in which it is proposed to be used, suggests a connection with:

                          (i)    a member of the Royal Family; or

                         (ii)    the receipt of Royal patronage; or

                        (iii)    an ex‑servicemen’s organisation; or

                        (iv)    Sir Donald Bradman; or

                         (v)    Mary MacKillop;

                        if that connection does not exist; or

                (f)    in the context in which it is proposed to be used, suggests that the members of an organisation are totally or partially incapacitated if those members are not so affected.

6204

                Paragraph 6203 (b) does not apply to:

                (a)    item 6309, 6312 or 6318 of Part 3 if a word in any of those items must be included in the name of:

                          (i)    a registrable Australian body; or

                         (ii)    a registered Australian body;

                        because of the Act under which it is incorporated or registered; and

               (b)    item 6314 of Part 3 if the word must be included in the name of:

                          (i)    a registrable Australian body; or

                         (ii)    a registered Australian body; or

                        (iii)    a registered foreign company; or

                        (iv)    a foreign company;

                        because of the Act under which it is incorporated or registered.

6205

                Paragraph 6203 (c) does not apply if ASIC is satisfied that the word is used in a geographical context.

Part 3          Restricted words and phrases

 

Column 1

Column 2

Item

Word or phrase

6301

Aboriginal Corporation

6302

Aboriginal Council

6304

Chamber of Commerce

6305

Chamber of Manufactures

6306

Chartered

6308

Consumer

6309

Co‑operative

6311

Executor

6312

Friendly Society (other than in relation to the conduct of a financial business)

6312A

GST

6312B

G.S.T.

6313

Guarantee

6314

Incorporated

6316

Made in Australia

6316A

police

6316B

policing

6317

R.S.L.

6317A

RSL

6318

Starr Bowkett

6319

Stock Exchange

6320

Torres Strait Islander Corporation

6321

Trust

6322

Trustee

Part 4          Consent required to use restricted words and phrases

 

Column 1

Column 2

Column 3

Item

Word or phrase

Minister

6401

Anzac

Minister for Veterans’ Affairs

6403

Geneva Cross, Red Crescent, Red Cross, Red Lion and Sun

Minister for Defence

6405

United Nations

Minister for Foreign Affairs

6406

University

Minister for Education, Training and Youth Affairs

Part 5          Names relating to financial institutions for use of which consent is required

 


Item


Letters, word or expression

Public authority, instrumentality or agency

6501

ADI

APRA

6502

authorised deposit‑taking institution

APRA

6503

bank

APRA

6504

banker

APRA

6505

banking

APRA

6506

building society

APRA

6507

credit society

APRA

6508

credit union

APRA

6509

friendly society (in relation to the conduct of a financial business)

APRA

 

Schedule 7        Exemptions from requirements to set out certain corporate particulars

(regulations 2B.6.03 and 5B.3.03)

  

7001       Definitions for Schedule 7

                In this Schedule:

IATA means the International Air Transport Association.

IATA body means a company, registered Australian body or registered foreign company that is a member of IATA, or participates in the program conducted by IATA known as BSP Australia.

relevant information means the information that is required under subsection 153 (2), or paragraph 601DE (1) (b), (c) or (d), of the Act to be set out on a public document or negotiable instrument.

7002       Exemption for certain IATA documents

                An IATA Body is exempt from the requirement to set out the relevant information on a document if:

                (a)    it is a document of one of the following kinds:

                          (i)    passenger ticket and baggage check;

                         (ii)    excess baggage ticket;

                        (iii)    agency credit or debit memo;

                        (iv)    credit card charge form;

                         (v)    miscellaneous charges order;

                        (vi)    stopover voucher;

                       (vii)    air waybill; and

               (b)    either:

                          (i)    it is in a form sponsored by IATA; or

                         (ii)    it is required by IATA to be used by IATA bodies; or

                        (iii)    it is a document printed outside Australia exclusively for use, outside Australia, by or on behalf of that particular IATA body.

7003       Exemption for bills of lading and sea waybills

                The following companies, registered Australian bodies and registered foreign companies are exempt from the requirement to set out the relevant information on a bill of lading or sea waybill:

                (a)    Austrident Shipping Agency Pty Ltd;

               (b)    ANL Limited;

                (c)    Bakke‑WA Pty Limited;

               (d)    Blue Star Line Limited;

                (e)    Blue Star PACE Limited;

                (f)    CSR Limited;

               (g)    Dalgety Australia Operations Limited;

               (h)    Five Star Shipping & Agency Company Pty Ltd;

                (i)    Jebsens International (Australia) Pty Ltd;

                (j)    ‘K’ Line (Australia) Pty Limited;

               (k)    Nedlloyd Australia Pty Ltd;

                (l)    OOCL (Australia) Pty Limited;

              (m)    Opal Maritime Agencies Pty Limited;

               (n)    Patrick Sleigh Shipping Agencies Pty Limited;

               (o)    Tasman Express Line Limited;

               (p)    Wilhelmsen Lines Australia Pty Ltd;

               (q)    Wills Shipping Pty Limited.

7004       Exemptions — quotation of ACNs and ARBNs

         (1)   A company is exempt from the requirement to set out the relevant information on a public document, or a negotiable instrument, of the company if:

                (a)    the company is registered on the Australian Business Register; and

               (b)    the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ACN; and

                (c)    ‘Australian Business Number’ or ‘ABN’ is displayed with the name of the company, or with 1 of the references to that name:

                          (i)    in the case of a document or instrument in which the name appears on only 1 page — on that page; and

                         (ii)    in the case of a document or instrument in which the name appears on 2 or more pages — on the first of those pages.

         (2)   A registered Australian body or registered foreign body is exempt from the requirement to set out information mentioned in paragraph 601DE (1) (b) and subsection 601DE (2) of the Act on a public document, or a negotiable instrument, of the registered body or foreign company if:

                (a)    the body or company is also registered on the Australian Business Register; and

               (b)    the last 9 digits of its ABN are the same, and in the same order, as the last 9 digits of its ARBN; and

                (c)    ‘Australian Business Number’ or ‘ABN’ is displayed with the name of the body or company, or with 1 of the references to that name:

                          (i)    in the case of a document or instrument in which the name appears on only 1 page — on that page; and

                         (ii)    in the case of a document or instrument in which the name appears on 2 or more pages — on the first of those pages.

 

Schedule 8        Schemes of arrangement under Part 5.1 of the Act

(regulation 5.1.01)

Chapter 5   External administration

Part 1          Interpretation and application

8101       In this Schedule:

internal creditor means:

                (a)    a creditor who is a member of the company; or

               (b)    a relative or spouse of a member; or

                (c)    a relative of the spouse of a member.

Scheme means the proposed compromise or arrangement.

scheme creditors means the creditors or class of creditors of a company, to whom the Scheme would apply.

scheme members means the members or class of members of a company, to whom the Scheme would apply.

8102       This Schedule applies to a Part 5.1 body that is not a company as if:

                (a)    references to a company were references to a Part 5.1 body that is not a company; and

               (b)    references to a director were references to an office bearer, committee member or other office holder of the body; and

                (c)    references to entitlements to voting shares were references to an ability to exercise a percentage of the total votes that could be exercised by members of the body.

Part 2          Prescribed information relating to proposed compromise or arrangement with creditors or class of creditors

8201       The statement must set out:

                (a)    the expected dividend that would be available to scheme creditors if the company were to be wound up within 6 months after the date of the hearing of the application to the Court for an order under subsections 411 (1) and (1A) of the Act; and

               (b)    if a composition of debts is proposed — the expected dividend that would be paid to scheme creditors if the Scheme were put into effect as proposed; and

                (c)    a list of the names of all known scheme creditors and the debts owed to those creditors; and

               (d)    if a scheme creditor is known to be a guaranteed creditor — the name of the creditor and the amount of the debt owed; and

                (e)    if a scheme creditor is known to be an internal creditor — the name of the creditor and the amount of the debt owed.

8202       The statement must contain a statement that an order under subsections 411 (1) and (1A) of the Act is not anendorsement of, or any other expression of opinion on, the Scheme.

8203       The statement must contain or have annexed to it:

                (a)    a report on the affairs of the company in accordance with Form 507, showing the financial position of the company as at a day within one month of the date on which it is intended to apply to the Court for an order under subsections 411 (1) and (1A) of the Act;

               (b)    a copy, certified by a director or by a secretary of the company to be a true copy, of all financial statements, required to be lodged with the ASIC by the company, together with a copy of every document required by law to be annexed to the financial statements;

                (c)    if the company the subject of the Scheme is a trustee, a statement:

                          (i)    of the number of trusts administered by the trustee; and

                         (ii)    whether the trustee carries on any business separate from that of the trust; and

                        (iii)    how the scheme creditors may obtain a copy of the relevant trust deed, free of charge, prior to the date of the meeting; and

               (d)    if the person (if any) who would be appointed to manage the Scheme proposes to charge for his or her services and for the services of his or her staff in accordance with a particular scale of charges, that scale of charges.

Part 3          Prescribed information relating to proposed compromise or arrangement with members or a class of members

8301       The statement must set out:

                (a)    unless the company the subject of the Scheme is in
the course of being wound up or is under official management, in relation to each director of the company:

                          (i)    whether the director recommends the acceptance
of the Scheme or recommends against acceptance and, in either case, his or her reasons for so recommending; or

                         (ii)    if the director is not available to consider the Scheme — that the director is not so available and the cause of his or her not being available; or

                        (iii)    in any other case — that the director does not desire to make, or does not consider himself or herself justified in making, a recommendation and, if the director so requires, his or her reasons for not wishing to do so; or

               (b)    if the company is in the course of being wound up or is under official management — in relation to each liquidator or each official manager:

                          (i)    whether he or she recommends acceptance of the Scheme or recommends against acceptance and, in either case, his or her reasons for so recommending; or

                         (ii)    in any other case — that the liquidator or official manager does not wish to make a recommendation and his or her reasons for not wishing to do so.

8302       The statement must set out:

                (a)    the number, description and amount of marketable securities of the company the subject of the Scheme held by or on behalf of each director of the company or, if none are held by or on behalf of a director, a statement to that effect; and

               (b)    for each director of the company by whom or on whose behalf shares in that company are held, whether:

                          (i)    the director intends to vote in favour of, or against, the Scheme; or

                         (ii)    the director has not decided whether he or she will vote in favour of, or against, the Scheme; and

                (c)    if the other party to the proposed reconstruction or amalgamation is, or includes, a corporation, whether any marketable securities of the corporation are held by, or on behalf of, any director of the company the subject of the Scheme and, if so, the number, description and amount of those marketable securities; and

               (d)    particulars of any payment or other benefit that is proposed to:

                          (i)    be made or given to any director, secretary or executive officer of the company the subject of the Scheme as compensation for loss of, or as consideration for or in connection with his or her retirement from, office in that company or in a related body corporate; or

                         (ii)    be made or given to any director, secretary or executive officer of any related body corporate as compensation for the loss of, or as consideration for or in connection with his or her retirement from, office in that body corporate or in the company the subject of the Scheme; and

                (e)    if there is any other agreement or arrangement made between a director of the company the subject of the Scheme and another person in connection with or conditional on the outcome of the Scheme — particulars of the agreement or arrangement; and

                (f)    if the object of the Scheme is for a corporation to acquire control of another corporation that is a company, particulars of the nature and extent of any interest of a director of that company in any contract entered into by the corporation seeking control; and

               (g)    if the shares of the company the subject of the Scheme are not granted official quotation on a securities exchange, all the information that the company has as to the number of shares that have been sold in the 6 months immediately before the date on which the statement is lodged, the amount of those shares and the prices at which they were sold; and

               (h)    whether, within the knowledge of the directors of the company the subject of the Scheme, or, if the company is in liquidation or under official management, the knowledge of the liquidator or the official manager, the financial position of the company has materially changed since the date of the last balance sheet laid before the company in general meeting or sent to shareholders in accordance with section 314 or 317 of the Act and, if so, full particulars of any change; and

                (i)    any other information material to the making of a decision in relation to the Scheme, being information that is within the knowledge of any director, liquidator or official manager of a company the subject of the Scheme or of a related company and that has not previously been disclosed to the Scheme members.

8303       If:

                (a)    the other party to the proposed reconstruction or amalgamation of the company the subject of the Scheme has a prescribed shareholding in the company; or

               (b)    a director of any corporation that is the other party to the proposed reconstruction or amalgamation is a director of a company the subject of the Scheme;

                the statement must be accompanied by a copy of a report made by an expert who is not associated with the corporation that is the other party, stating whether or not, in his or her opinion, the proposed Scheme is in the best interest of the members of the company the subject of the Scheme and setting out his or her reasons for that opinion.

8304       If the company the subject of the Scheme obtains 2 or more reports, each of which could be used for clause 3, the statement must be accompanied by a copy of each report.

8305       If:

                (a)    the company the subject of the Scheme obtains a report for clause 3; and

               (b)    the report contains:

                          (i)    a forecast of the profits or profitability of the company; or

                         (ii)    a statement that the market value of an asset or assets of the company or of a related body corporate differs from an amount at which the value of the asset or assets is shown in the books of the company or the related body corporate;

that report must not accompany the statement except with the consent in writing of ASIC and in accordance with such conditions (if any) as are stated by ASIC.

8306       For clause 3:

                (a)    a person has a prescribed shareholding in a company if he or she is entitled to not less than 30% of the voting shares in the company; and

               (b)    a person has a prescribed shareholding in a company in which the voting shares are divided into 2 or more classes of shares, if he or she is entitled to not less than 30% of the shares in one of those classes.

8307       If the consideration to be offered to scheme members consists, in whole or in part, of marketable securities issued, or to be issued, by a corporation, the statement must set out the formula to be applied to find out the number of marketable securities to be issued to each scheme member, and the basis on which that formula was developed.

8308       If marketable securities of the same class as those mentioned
in clause 7 are granted official quotation on a securities exchange, the statement must state the fact, specify the securities exchange concerned, and set out:

                (a)    the latest recorded sale price before the date on which the statement is lodged for registration; and

               (b)    the highest and lowest recorded sale prices during the 3 months immediately before that date and the dates of the relevant sales; and

                (c)    if the Scheme has been the subject of a public announcement in newspapers or by any other means before the statement has been registered by ASIC — the latest recorded sale price immediately before the public announcement.

8309 (1)   If the marketable securities mentioned in clause 8 are granted official quotation on more than one securities exchange, it is sufficient compliance with paragraphs 8 (a) and (c) if information on the marketable securities is given for the securities exchange at which there has been the greatest number of recorded dealings in the securities in the 3 months immediately before the date on which the statement is lodged for registration.

         (2)   If the securities have not been granted official quotation on a securities exchange, the statement must set out all the information that a director, liquidator or official manager of the company the subject of the Scheme or of a related body corporate has about the number of securities that have been sold in the 3 months immediately before the date on which the explanatory statement was prepared and the price of those securities or, if that information or any part of that information cannot be ascertained, a statement to that effect.

8310       The statement must set out particulars of the intentions of the directors of the company the subject of the Scheme regarding:

                (a)    the continuation of the business of the company or, if the undertaking, or any part of the undertaking, of a company is to be transferred, how that undertaking or part is to be conducted in the future; and

               (b)    any major changes to be made to the business of the company, including any redeployment of the fixed assets of the company; and

                (c)    the future employment of the present employees of the company.

Part 4          Prescribed information relating to proposed compromise or arrangement with members or class of members for transfer to a trustee

8401       The statement must set out:

                (a)    in detail, the basis on which units in the unit trust are to be issued to scheme members; and

               (b)    if the issue of units in the unit trust is based on the asset backing of shares held by scheme members — full valuation details of those assets.

8402       A copy of the trust deed must be annexed, or set out in a schedule, to the statement.

8403       If the effect of the proposed compromise or arrangement will be the merger of 2 companies without substantial common membership, the explanatory statement must, so far as practicable, state the matters, and be accompanied by the documents and reports, mentioned in Part 3.

 

Schedule 8A      Deed of company arrangement — prescribed provisions

(regulation 5.3A.06)

  

1              Administrator deemed agent of company

                In exercising the powers conferred by this deed and carrying out the duties arising under this deed, the administrator is taken to act as agent for and on behalf of the company.

2              Powers of administrator

                For the purpose only of administering this deed, the administrator has the following powers:

                (a)    to enter upon or take possession of the property of the company;

               (b)    to lease or let on hire property of the company;

                (c)    to grant options over property of the company on such conditions as the administrator thinks fit;

               (d)    to insure property of the company;

                (e)    to repair, renew or enlarge property of the company;

                (f)    to call in, collect or convert into money the property of the company;

               (g)    to administer the assets available for the payment of claims of creditors in accordance with the provisions of this deed;

               (h)    to purchase, hire, lease or otherwise acquire any property or interest in property from any person or corporation;

                (i)    to borrow or raise money, whether secured upon any or all of the assets of the company or unsecured, for any period on such terms as the administrator thinks fit and whether in substitution for any existing security or otherwise;

                (j)    to bring, prosecute and defend in the name and on behalf of the company or in the name of the administrator any actions, suits or proceedings;

               (k)    to refer to arbitration any question affecting the company;

                (l)    to make payments to any secured creditor of the company and any person who is the owner or lessor of property possessed used or occupied by the company;

              (m)    to convene and hold meetings of the members or creditors of the company for any purpose the administrator thinks fit;

               (n)    to make interim or other distributions of the proceeds of the realisation of the assets available for the payment of claims of creditors as provided in this deed;

               (o)    to appoint agents to do any business or to attend to any matter or affairs of the company that the administrator is unable to do, or that it is unreasonable to expect the administrator to do, in person;

               (p)    to engage or discharge employees on behalf of the company;

               (q)    to appoint a solicitor, accountant or other professionally qualified person to assist the administrator;

                (r)    to permit any person authorised by the administrator to operate any account in the name of the company;

                (s)    to sell, call in or convert into money any of the property of the company, to apply the money in accordance with this deed and otherwise effectively and properly to carry out his or her duties as administrator;

                (t)    to do all acts and execute in the name and on behalf of the company all deeds, receipts and other documents, using the company’s common or official seal when necessary;

               (u)    subject to the Bankruptcy Act 1966, to prove in the bankruptcy of any contributory or debtor of the company or under any deed executed under that Act;

               (v)    subject to the Act, to prove in the winding up of any contributory or debtor of the company or under any scheme of arrangement entered into, or deed of company arrangement executed, under the Act;

              (w)    to draw, accept, make or endorse any bill of exchange
or promissory note in the name and on behalf of the company;

               (x)    to take out letters of administration of the estate of a deceased contributory or debtor, and do any other act necessary for obtaining payment of any money due from a contributory or debtor, or the estate of a contributory or debtor, that cannot be conveniently done in the name of the company;

               (y)    to bring or defend an application for the winding up of the company;

                (z)    to carry on the business of the company on such terms and conditions and for such purposes and times and in such manner as the administrator thinks fit subject only to the limitations imposed by this deed;

              (za)    to sell any or all of the property of the company including the whole of the business or undertaking of the company at any time the administrator thinks fit, either by public auction or by private contract and either for a lump sum or for a sum payable by instalments or for a sum on account and to obtain a mortgage charge or encumbrance for the balance or otherwise;

              (zb)    to close down the whole or any part of any business of the company;

              (zc)    to enter into and complete any contract for the sale of shares in the company;

             (zd)    to compromise any debts or claims brought by or against the company on such terms as the administrator thinks fit and to take security for the discharge of any debt forming part of the property of the company;

              (ze)    to pay any class of creditors in full, subject to Subdivision D of Division 6 of Part 5.6 of the Act;

              (zf)    to do anything that is incidental to exercising a power set out in this clause;

              (zg)    to do anything else that is necessary or convenient for the purpose of administering this deed.

3              Termination of deed where arrangement fails

                If the administrator or the committee of inspection determines that it is no longer practicable or desirable either to continue to carry on the business of the company or to implement this deed, the administrator:

                (a)    may cease to carry on the business of the company except so far as is necessary for the beneficial winding up of the company;

               (b)    must summon a meeting of creditors for the purpose of passing a resolution under section 445C (b) of the Act; and

                (c)    must forward to each creditor not less than 14 days prior to the meeting an up‑to‑date report as to the position of the company accompanied by such financial statements as the administrator thinks fit, together with a statement that he or she does not think it practicable or desirable to carry on the business of the company or to continue this deed and that this deed will be terminated if the company’s creditors resolve.

4              Priority

                The administrator must apply the property of the company coming under his or her control under this deed in the order of priority specified in section 556, 560 or 561 of the Act.

5              Discharge of debts

                The creditors must accept their entitlements under this deed in full satisfaction and complete discharge of all debts or claims which they have or claim to have against the company as at the day when the administration began and each of them will, if called upon to do so, execute and deliver to the company such forms of release of any such claim as the administrator requires.

6              Claims extinguished

                If the administrator has paid to the creditors their full entitlements under this deed, all debts or claims, present or future, actual or contingent, due or which may become due by the company as a result of anything done or omitted by or on behalf of the company before the day when the administration began and each claim against the company as a result of anything done or omitted by or on behalf of the company before the day when the administration began is extinguished.

7              Bar to creditors’ claims

                Subject to section 444D of the Act this deed may be pleaded by the company against any creditor in bar of any debt or claim that is admissible under this deed and a creditor (whether the creditor’s debt or claim is or is not admitted or established under this deed) must not, before the termination of this deed:

                (a)    take or concur in the taking of any step to wind up the company; or

               (b)    except for the purpose and to the extent provided in this deed, institute or prosecute any legal proceedings in relation to any debt incurred or alleged to have been incurred by the company before the day when the administration began; or

                (c)    take any further step (including any step by way of legal or equitable execution) in any proceedings pending against or in relation to the company at the day when the administration began; or

               (d)    exercise any right of set‑off or cross‑action to which the creditor would not have been entitled had the company been wound up at the day when the administration began; or

                (e)    commence or take any further step in any arbitration against the company or to which the company is a party.

8              Making claims

         (1)   Subdivisions A, B, C and E of Division 6 of Part 5.6 of the Corporations Act 2001 apply to claims made under this deed as if the references to the liquidator were references to the administrator of this deed.

         (2)   For subclause (1), the remainder of that Act, and the Corporations Regulations 2001, are taken to apply, as far as practicable, as if:

                (a)    a reference that is relevant to the liquidator were a reference in a form that is applicable to the administrator; and

               (b)    a reference that is relevant to any other matter relating to liquidation were a reference in a form that is applicable to the administration of this deed; and

                (c)    a reference to a relevant date were a reference to the date of the administrator’s appointment .

10            Lodging of accounts

                Section 434 of the Act applies to the administrator as if the reference to a controller were a reference to the administrator of this deed.

11            Committee of inspection

                For the purpose of advising and assisting the administrator of this deed, there may be a committee of inspection (the committee) to which the following rules apply:

                (a)    the committee must consist of at least 3 and not more than 5 members;

               (b)    the creditors must appoint the members in a general meeting;

                (c)    a creditor is not entitled to have more than one representative (including the creditor himself or herself, if a natural person) on the committee;

               (d)    minutes of all resolutions and proceedings of each meeting of the committee must be made and duly entered in books to be provided from time to time for that purpose by the administrator under this deed;

                (e)    if the minutes of a meeting purport to be signed by the chairperson of the meeting at which the resolutions were passed or proceedings taken or by the chairperson of the next meeting of the committee, the minutes are prima facie evidence of the matters contained in them;

                (f)    unless the contrary is proved, the meeting is taken to have been duly had and convened and all resolutions passed and proceedings taken at the meeting are taken to have been duly passed and taken;

               (g)    a corporation (being otherwise qualified for membership of the committee) is not entitled to be a member of the committee but may appoint a person to represent it on the committee;

               (h)    subsection 548 (3) and sections 549, 550 and 551 of the Act apply, with such modifications as are necessary, to
a committee of inspection established under this deed
as if the references to the liquidator were references to
the administrator of this deed and the references to contributories were deleted.

12            Termination of deed where arrangement achieves purpose

                If the administrator has applied all of the proceeds of the realisation of the assets available for the payment of creditors or has paid to the creditors the sum of 100 cents in the dollar or any lesser sum determined by the creditors at a general meeting, the administrator must certify to that effect in writing and must within 28 days lodge with ASIC a notice of termination of this deed in the following form:

‘X PTY LIMITED

                I, (insert name and address) as administrator of the deed of company arrangement executed on (insert date), CERTIFY that the deed has been wholly effectuated.’,

                and the execution of the notice terminates this deed, but nothing in this clause relieves the administrator of his or her obligations under clause 10 of this deed.

Schedule 8AA   Trustee companies

(regulation 5D.1.01)

  

Item

Trustee companies

1

ANZ Trustees (Canberra) Limited

2

ANZ Trustees Limited

3

Australian Executor Trustees Limited

4

Australian Executor Trustees (Canberra) Limited

5

Australian Executor Trustees (NSW) Limited

6

Australian Executor Trustees (SA) Limited

7

Bagot’s Executor and Trustee Company Limited

8

Elders Trustees Limited

9

Equity Trustees Limited

10

Executor Trustee Australia Limited

11

Mutual Trust Proprietary Limited

12

National Australia Trustees Limited

13

Permanent Trustee Company (Canberra) Limited

14

Perpetual Limited

15

Perpetual Trustee Company (Canberra) Limited 

16

Perpetual Trustee Company Limited

17

Perpetual Trustees Consolidated Limited

18

Perpetual Trustees Queensland Limited

19

Perpetual Trustees S.A. Limited

20

Perpetual Trustees Victoria Limited

21

Perpetual Trustees W.A. Limited 

22

Plan B Trustees Limited

23

Sandhurst Trustees Limited

24

Tasmanian Perpetual Trustees Limited

25

The Myer Family Office Ltd

26

Trust Company Limited

27

Trust Company Fiduciary Services Limited

28

Union Trustee Company (Canberra) Limited

Schedule 8AB   Prescribed State and Territory provisions for paragraph 601RAE (4) (a) of the Act

(subregulation 5D.1.04 (1))

  

Item

State or Territory law and provisions

1

Trustee Companies Act 1984 (Vic), sections 40–42

2

Trustee Companies Act 1987 (WA), Part IV and section 34

3

Trustee Companies Act 1988 (SA), sections 15–15B and
19–21

4

Trustee Companies Act 1953 (Tas), subsections 18C (1),
(3)–(13)

5

Companies (Trustees and Personal Representatives) Act (NT),
section 25

Schedule 8AC   Prescribed State and Territory laws and provisions for paragraph 601RAE (4) (b) of the Act — estate administration

(subregulation 5D.1.04 (2) and subregulation 7.6.02 (6))

  

Item

State or Territory law and provisions

1

Children and Young Persons (Care and Protection) Act 1998 (NSW)

2

Guardianship Act 1987 (NSW)

3

NSW Trustee and Guardian Act 2009 (NSW)

4

Victorian Civil and Administrative Tribunal Act 1998 (Vic), Part 9 of Schedule 1

5

Guardianship and Administration Act 1986 (Vic)

6

Guardianship and Administration Act 2000 (Qld)

7

Guardianship and Administration Act 1990 (WA)

8

Guardianship and Administration Act 1993 (SA)

9

Guardianship of Infants Act 1940 (SA)

10

Guardianship and Administration Act 1995 (Tas)

11

Guardianship and Custody of Infants Act 1934 (Tas)

12

Guardianship and Management of Property Act 1991 (ACT)

13

Testamentary Guardianship Act 1984 (ACT)

14

Adult Guardianship Act (NT)

15

Guardianship of Infants Act (NT)

Schedule 8AD   Prescribed State and Territory laws and provisions for paragraph 601RAE (4) (b) of the Act

(subregulation 5D.1.04 (3))

  

Item

State or Territory law and provisions

 

NEW SOUTH WALES

1

Probate and Administration Act 1898 and any regulations made under that Act

2

NSW Trustee and Guardian Act 2009 and any regulations made under that Act

3

Trustee Act 1925 and any regulations made under that Act

4

Trustee Companies Act 1964 and any regulations made under that Act

 

VICTORIA

5

Administration and Probate Act 1958 and any regulations made under that Act

6

Guardianship and Administration Act 1986 and any regulations made under that Act

7

Instruments Act 1958 and any regulations made under that Act

8

Medical Treatment Act 1988 and any regulations made under that Act

9

State Trustees (State Owned Company) Act 1994 and any regulations made under that Act

10

Trustee Act 1958 and any regulations made under that Act

 

QUEENSLAND

11

Guardianship and Administration Act 2000 and any regulations made under that Act

12

Legal Profession Act 2007 and any regulations made under that Act

13

Public Trustee Act 1978 and any regulations made under that Act

14

Succession Act 1981 and any regulations made under that Act

15

Trustee Companies Act 1968 and any regulations made under that Act

16

Trusts Act 1973 and any regulations made under that Act

17

Uniform Civil Procedure Rules 1999, Chapter 15 and rule 94

 

WESTERN AUSTRALIA

18

Guardianship and Administration Act 1990 and any regulations made under that Act

19

Trustees Act 1962 and any regulations made under that Act

 

SOUTH AUSTRALIA

20

Administration and Probate Act 1919 and any regulations made under that Act

21

Aged and Inform Persons’ Property Act 1940 and any regulations made under that Act

22

Guardianship and Administration Act 1993 and any regulations made under that Act

23

Legal Practitioners Act 1981, sections 35 and 77

24

Public Trustee Act 1995 and any regulations made under that Act

25

Trustee Act 1936 and any regulations made under that Act

 

TASMANIA

26

Administration and Probate Act 1935 and any regulations made under that Act

27

Supreme Court Civil Procedure Act 1932 and any regulations made under that Act

28

Trustee Act 1898 and any regulations made under that Act

 

AUSTRALIAN CAPITAL TERRITORY

29

Administration and Probate Act 1929 and any regulations made under that Act

30

Court Procedures Act 2004 and any regulations made under that Act

31

Guardianship and Management of Property Act 1991 and any regulations made under that Act

32

Legal Profession Act 2006 and any regulations made under that Act

33

Trustee Act 1925 and any regulations made under that Act

34

Trustee Companies Act 1947 and any regulations made under that Act

 

NORTHERN TERRITORY

35

Aged and Infirm Persons’ Property Act and any regulations made under that Act

36

Public Trustee Act and any regulations made under that Act

Schedule 8AE   Relevant State and Territory provisions

(regulation 5D.2.06)

  

Item

State or Territory provisions

1

Trustee Act 1925 (NSW), Part 2, Division 2

2

Trustee Act 1958 (Vic), Part I

3

Trusts Act 1973 (Qld), Part 3

4

Trustees Act 1962 (WA), Part III

5

Trustee Act 1936 (SA), Part 1

6

Trustee Act 1898 (Tas), Part II

7

Trustee Act 1925 (ACT), Part 2, Subdivision 2.2.1

8

Trustee Act (NT), Part I

Schedule 8B      Option contract — prescribed indexes

(regulation 7.1.03)

  

      1     All Ordinaries Accumulation Index

      2     CAC 40 Index

      3     Deutscher Aktienindex (DAX)

      4     Dow Jones Asia‑Pacific Extra Liquid Series — Australia Equity Index

      5     Dow Jones Asia‑Pacific Extra Liquid Series — Hong Kong Equity Index

      6     Dow Jones Asia‑Pacific Extra Liquid Series — Japan Equity Index

      7     Dow Jones Asia‑Pacific Extra Liquid Series — Pan Pacific Equity Index

      8     Dow Jones Composite

      9     Dow Jones Euro STOXX 50 Index

    10     Dow Jones Global Titans 50 Index

    11     Dow Jones Industrial Average Index

    12     Dow Jones STOXX 50

    13     FT‑SE 100 Index

    14     Hang Seng Index

    15     MIB 30 Index

    16     Nasdaq 100 Index

    17     Nasdaq Composite Index

    18     Nikkei Index

    19     Share Price Index

    20     S&P 500 Composite Stock Price Index

    21     S&P/ASX 20 Share Price Index

    22     S&P/ASX 50 Share Price Index

    23     S&P/ASX 100 Accumulation Index

    24     S&P/ASX 100 Share Price Index

    25     S&P/ASX 200 Consumer Discretionary (GIC) Sector Index

    26     S&P/ASX 200 Consumer Staples (GIC) Sector Index

    27     S&P/ASX 200 Energy (GIC) Sector Index

    28     S&P/ASX 200 Financial (ex Property Trusts) (GIC) Sector Index

    29     S&P/ASX 200 Health Care (GIC) Sector Index

    30     S&P/ASX 200 Industrials (GIC) Sector Index

    31     S&P/ASX 200 Information Technology (GIC) Sector Index

    32     S&P/ASX 200 Materials (GIC) Sector Index

    33     S&P/ASX 200 Property Trusts (GIC) Sector Index

    34     S&P/ASX 200 Share Price Index

    35     S&P/ASX 200 Telecommunications Services (GIC) Sector Index

    36     S&P/ASX 200 Utilities (GIC) Sector Index

    37     S&P/ASX 300 Share Price Index

    38     S&P/ASX All Industrials Share Price Index

    39     S&P/ASX All Resources Share Price Index

    40     S&P/ASX Gold Share Price Index

    41     S&P/ASX Small Ordinaries Accumulation Index

    42     S&P/ASX Small Ordinaries Share Price Index

 

Schedule 8C      Modifications of Part 7.5 of the Act — compensation regimes

(regulation 7.5.01A)

1              Subsection 880B (1), definition of fidelity fund, subparagraph (b) (ii)

omit

markets;

insert

markets; or

2              Subsection 880B (1), definition of fidelity fund, after paragraph (b)

insert

                (c)    the operator of the market or related body corporate of the operator of the market;

3              Subsection 881A (2)

substitute

      (1A)   If:

                (a)    compensation arrangements under Division 4 apply to only some financial products acquired or disposed of through a licensed market; and

               (b)    paragraphs (1) (a) and (b) are satisfied for the other products acquired or disposed of through the licensed market;

there must be compensation arrangements in relation to the other products that are approved in accordance with Division 3.

         (2)   The compensation regime that applies to a financial market is:

                (a)    for a financial product to which Division 3 applies — the compensation regime constituted by Division 3; and

               (b)    for a financial product to which Division 4 applies — the compensation regime constituted by Division 4.

4              Paragraph 885C (1) (b)

substitute

               (b)    the money or other property, or the authority, was given to the participant in connection with effecting a transaction, or proposed transaction, that:

                          (i)    was covered by provisions of the operating rules of the market relating to transactions effected through the market; and

                         (ii)    related to a particular financial product that was not covered by the compensation regime constituted by Division 4; and

5              Section 885D, heading

substitute

885D       Certain losses that are or are not Division 3 losses

6              Subsection 885D (2)

substitute

         (2)   If, in relation to a loss suffered by a person:

                (a)    the requirements of subsection 885C (1) are satisfied in relation to a participant and a financial market, except that it is not reasonably apparent whether the compensation regime constituted by Division 3 or by Division 4 covered the transaction, or proposed transaction; and

               (b)    the relevant financial market has both Division 3 and Division 4 arrangements; and

                (c)    either:

                          (i)    the person did not (expressly or impliedly) instruct the participant to use the money or other property to enter into a transaction that would be covered by the compensation regime constituted by Division 3 or by Division 4; or

                         (ii)    if the participant had authority to enter into transactions on the person’s behalf without specific authority, there is no evidence that the participant decided to use the money or other property to enter into a transaction that would be covered by the compensation regime constituted by Division 3 or by Division 4; and

               (d)    the participant was permitted to trade in products that would be covered by the compensation regimes constituted by Division 3 and by Division 4; and

                (e)    it is not reasonably apparent from the usual business practice of the participant which of those transactions the participant proposed to undertake;

the loss is taken to be a Division 3 loss and not to be a loss that is connected with a financial market to which Division 4 applies.

7              Subsection 885J (1)

omit

adequate,

insert

adequate for the market, or segment of the market, for which the arrangements apply,

8              Section 887A

substitute

887A       Markets to which this Division applies

         (1)   This Division applies to a financial market that is operated by:

                (a)    a body corporate that is a member of the SEGC; or

               (b)    a body corporate that is a subsidiary of such a member.

         (2)   However, this Division does not apply to a market mentioned in subsection (1):

                (a)    that the regulations state is not covered by this Division; or

               (b)    to the extent that it involves financial products covered by the compensation regime constituted by Division 3.

9              After subsection 889J (1)

insert

      (1A)   However, a levy is payable only by an operator or a participant (including a participant who is suspended), in a financial market to which this Division applies, who is permitted to trade on that market a financial product to which this Division applies.

10            After subsection 889K (2)

insert

      (2A)   However, a levy is payable only by a participant (including a participant who is suspended), in a financial market to which this Division applies, who is permitted to trade on that market a financial product to which this Division applies.

10A         After subsection 892B (1), including the note

insert

      (1A)   Nothing in subsection (1) prevents the Minister approving, in accordance with section 884C, a change to Division 3 arrangements that includes the withdrawal of money from an account or accounts holding a fidelity fund.

11            Paragraph 892K (1) (a)

after

report

insert

for a set of compensation arrangements

Schedule 9        Authorised trustee corporations

(regulation 7.11.02)

  

 

Column 1

Column 2

Item

Authorised trustee corporations

1

ANZ Executors Nominees Limited

2

ANZ Executors Nominees (N.S.W.) Limited

3

ANZ Executors & Trustee Company Limited

4

ANZ Executors & Trustee Company (Canberra) Limited

5

ANZ Executors & Trustee Company (South Australia) Limited

5A

AXA Trustees Limited

6

Bagot’s Executor and Trustee Company Limited

7

Bank of New South Wales Nominees Pty Limited

8

Burns Philp Trustee Company (Canberra) Limited

9

Burns Philp Trustee Company Limited

9A

CHESS Depositary Nominees Pty Limited

10

Commercial Nominees Pty Limited

11

Eagle Star Trustees Limited

12

Executor Trustee Australia Limited

14A

Guardian Trust Australia Limited

15

Hunter Nominees Pty Limited

15AA

IOOF Australia Trustees Limited

15AB

IOOF Australia Trustees (N.S.W.) Limited

15A

Inteq Custodians Limited

16

National Australia Trustees Limited

18

National Nominees Limited

19

P.T.A. Nominees Limited

19A

Permanent Custodians Limited

19B

Permanent Depository Limited

19C

Permanent Nominees (Aust.) Limited

19D

Permanent Trustee Australia Limited

20

Permanent Trustee Company Limited

22

Permanent Trustee Company (Canberra) Limited

23

Perpetual Nominees Limited

24

Perpetual Trustee Company (Canberra) Limited

25

Perpetual Trustee Company Limited

26

Perpetual Trustees and National Executors of Tasmania Limited

27

Perpetual Limited

28

Perpetual Trustees (W.A.) Limited

29

Perpetual Trustees Queensland Limited

30

Public Trustee of Queensland

31

Public Trustee of South Australia

32

Public Trustee of New South Wales

33

Public Trustee of Tasmania

34

State Street Australia Limited

35

State Trust Corporation of Victoria

36

Public Trustee of Western Australia

37

Public Trustee for the Australian Capital Territory

38

Public Trustee for the Northern Territory under the Public Trustee Act 1979 of the Northern Territory

40

Sandhurst Trustees Limited

41

Sepon (Australia) Pty. Limited

41A

Superannuation Nominees Pty Limited

42

TEA (1983) Limited

43

Tasmanian Permanent Executors and Equity Trustees Limited

44

The Equity Trustees Company of Tasmania Limited

45

The Equity Trustees Executors and Agency Company Limited

46

The Perpetual Executors and Trustees Association of Australia Limited

47

The Union Fidelity Trustee Company of Australia Limited

47AA

Tower Trust Limited

47A

Trustees of Western Australia Limited

48

Union Trustee Company (Canberra) Limited

49

Westpac Custodian Nominees Limited

50

Winchcombe Carson Trustee Company (Canberra) Limited.

 

Schedule 10      Disclosure of fees and other costs

(regulations 7.9.16K, 7.9.16M and 7.9.16N)

Part 1          Interpretation

101         Definitions

                In this Schedule:

adviser service fee means an amount that is:

                (a)    paid or payable to a financial adviser for financial product advice to a retail client or product holder about an investment; and

               (b)    not included in a contribution fee, withdrawal fee, termination fee, establishment fee or management cost.

balanced investment option means an investment option in which the ratio of investment in growth assets, such as shares or property, to investment in defensive assets, such as cash or bonds, is as close as practicable to 70:30.

brokerage means an amount paid or payable to a broker for undertaking a transaction for the acquisition or disposal of a financial product.

buy‑sell spread means an amount, deducted from the value of a financial product of a member or product holder, that represents an apportionment, among members or product holders, of the actual or estimated transaction costs incurred by the fund.

contribution fee means an amount paid or payable against the initial, and any subsequent, contributions made into a product by or for a retail client for the product.

Note   A contribution may be made by an employer on behalf of the product holder or retail client.

distribution costs means the costs or amounts paid or payable for the marketing, offer or sale of a product.

Note   This includes any related adviser remuneration component other than an adviser service fee.

establishment fee means an amount paid or payable for the establishment of a client’s interest in a product.

Note   This does not include contribution fees paid or payable against the initial contribution into the product.

incidental fees means costs or amounts, other than costs or fees defined in this clause, that are:

                (a)    paid or payable in relation to the product; and

               (b)    not material to a retail client’s decision to acquire, hold or dispose of his or her interest in the product.

Example

Cheque dishonour fees.

performance, of a product or a fund, includes:

                (a)    income in relation to the assets of the product or fund; and

               (b)    capital appreciation (realised or unrealised) to the value of the product or fund.

performance fee means an amount paid or payable, calculated by reference to the performance of a product or fund.

service fees means adviser service fees, special request fees and switching fees.

special request fees includes fees paid or deducted from a member or product holder’s financial product for a request made to the fund.

Example

This applies to a fee for a request for additional information from a fund.

switching fee means an amount paid or payable when a product holder transfers all or part of the product holder’s interest in the financial product from one investment option to another.

termination fee means an amount paid or payable on the disposal of all interests held in a financial product.

withdrawal fee means an amount, other than a termination fee, paid or payable in respect of:

                (a)    a withdrawal; or

               (b)    the disposal of an interest in a product.

102         Management costs

         (1)   Management costs means any of the following:

                (a)    in relation to a product or fund — an amount payable for administering the fund;

               (b)    for a custodial arrangement — the cost involved, or amount paid or payable, for gaining access to, or participating in, the arrangement;

                (c)    distribution costs;

               (d)    other expenses and reimbursements in relation to a product or fund;

                (e)    amounts paid or payable for investing in the assets of the fund;

                (f)    amounts deducted from a common fund by way of fees, costs, charges or expenses, including:

                          (i)    amounts retrieved by an external fund manager or a product issuer; and

                         (ii)    amounts deducted from returns before allocation to the fund;

               (g)    estimated performance fees;

               (h)    any other investment‑related expenses and reimbursements, including any associated with custodial arrangements.

         (2)   The following fees and costs are not management costs:

                (a)    a contribution fee;

               (b)    transactional and operational costs;

                (c)    an additional service fee;

               (d)    an establishment fee;

                (e)    a switching fee;

                (f)    a termination fee;

               (g)    a withdrawal fee;

               (h)    costs (related to a specific asset or activity to produce income) that an investor would incur if he or she invested directly in the asset;

                (i)    incidental fees.

103         Transactional and operational costs

                Transactional and operational costs include the following:

                (a)    brokerage;

               (b)    buy‑sell spread;

                (c)    settlement costs (including custody costs);

               (d)    clearing costs;

                (e)    stamp duty on an investment transaction.

104         Indirect cost ratio

         (1)   The indirect cost ratio (ICR) for a fund, is the ratio of the fund’s management costs, that are not deducted directly from a member’s or product holder’s account, to the fund’s total average net assets.

Note   A dollar‑based fee charged directly against a member’s account, such as a $1 per week management cost is not included in the indirect cost ratio.

         (2)   The ICR for a Product Disclosure Statement is to be determined for the financial year before the Product Disclosure Statement is issued.

         (3)   The ICR for a periodic statement is to be determined over the latest reporting period.

Part 2          Fees and Costs Template, example of annual fees and costs and Consumer Advisory Warning for Product Disclosure Statements

Division 1       The fees and costs template — multiple fee structure presentation

201         The template for a multiple fee structure

Fees and other costs

This document shows fees and other costs that you may be charged. These fees and costs may be deducted from your money, from the returns on your investment or from the fund assets as a whole.

Taxes and insurance costs are set out in another part of this document.

            You have 2 different fee payment options:

     (a)       to pay contribution fees upfront, at the time when you make each investment into the fund; or

     (b)       to pay contribution fees later (for example, on the termination of your investment or by way of other increased fees).

Note   You may pay more in total fees if you choose to pay contribution fees later.

You should read all the information about fees and costs because it is important to understand their impact on your investment.

[If relevant] Fees and costs for particular investment options are set out on page [insert page number].

 

TYPE OF FEE OR COST