Corporations (Consequential Amendments) Act 2001 (TAS)

Corporations (Consequential Amendments) Act 2001

An Act to amend certain Acts and statutory rules consequential on the enactment by the Parliament of the Commonwealth of new Corporations legislation and new ASIC legislation and for other purposes

[Royal Assent 29 June 2001]

Be it enacted by His Excellency the Governor of Tasmania, by and with the advice and consent of the Legislative Council and House of Assembly, in Parliament assembled, as follows:

1Short titleThis Act may be cited as the Corporations (Consequential Amendments) Act 2001 . 2CommencementThis Act commences on the commencement of the Corporations Act 2001 of the Commonwealth. 3Consequential amendmentsThe legislation specified in Schedule 1 is amended as specified in that Schedule. 4Consequential amendmentsThe legislation specified in Schedule 2 is amended as specified in that Schedule. Schedule 1Consequential Amendments

Section 3

1.    Section 46AA is repealed and the following section is substituted: 46AAReferences to Corporations Law and ASIC Law In any Act – ASC Law has the same meaning as "ASIC Law"; ASC Regulations has the same meaning as "ASIC Regulations" has when ASIC Regulations is used in relation to the ASIC Law; ASIC Law has the meaning provided for by Part 11 of the Corporations (Tasmania) Act 1990 ; ASIC Act means the Australian Securities and Investments Commission Act 2001 of the Commonwealth; ASIC Regulations, when used in relation to – (a) the ASIC Law, has the meaning provided for by Part 11 of the Corporations (Tasmania) Act 1990 ; and (b) the ASIC Act, means regulations made, or that have effect as if they were made, under the ASIC Act; Corporations Act means the Corporations Act 2001 of the Commonwealth; Corporations Law has the meaning provided for by Part 3 of the Corporations (Tasmania) Act 1990 ; Corporations legislation means the Corporations legislation to which Part 1.1A of the Corporations Act applies; Corporations Regulations, when used in relation to – (a) the Corporations Law, has the meaning provided for by Part 3 of the Corporations (Tasmania) Act 1990 ; and (b) the Corporations Act, means regulations made, or that have effect as if they were made, under the Corporations Act. 1.    Section 61(8) is amended as follows: (a) by omitting paragraph (a) and substituting the following paragraph: (a) in relation to a corporation within the meaning of the Corporations Act, has the same meaning as in section 9 of that Act; and (b) by omitting from paragraph (b) " Corporations Law of Tasmania" and substituting "Corporations Act". 1.    Section 33(3) is amended by omitting " section 528 of the Companies (Tasmania) Code " and substituting "sections 109X and 601CX of the Corporations Act". 1.    Section 2 is amended by omitting subsection (3) . 2.   After section 2 , the following section is inserted: 3Commonwealth Corporations legislation excluded from applying to incorporated associations (1) An incorporated association is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation other than to the extent referred to in subsection (2) . (2)  Subsection (1) does not apply – (a) to the extent specified in section 24A , section 25B(1) and section 32 ; and (b) to the extent necessary for an association that is a company under the Corporations Act to be deregistered as a company under Chapter 5A of that Act. (3)  Subsection (1) extends to a company within the meaning of the Corporations Act as soon as it becomes an incorporated association under this Act. (4)  Subsection (1) has effect only for so long as a body is an incorporated association under this Act. 3.    Section 9(1)(a) is amended as follows: (a) by omitting subparagraphs (ii) and (iia) and substituting the following subparagraph: (ii) a company is registered under the Corporations Act; (b) by omitting from subparagraph (iv) " Co-operative Housing Societies Act 1963 ;" and substituting " Co-operative Housing Societies Act 1963  –"; (c) by omitting subparagraphs (v) and (vi) . 4.    Section 21 is amended by omitting subsection (5) and substituting the following subsection: (5)  For the purposes of subsections (3) and (4) , an incorporated association is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to sections 82 and 700(2)(a) of the Corporations Act. 5.    Section 24(1)(a) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 6.    Section 24A is repealed and the following section is substituted: 24ASpecial investigation An incorporated association is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Part 3 of the ASIC Act subject to the following modifications: (a) a reference in Part 3 of the ASIC Act to a body corporate is taken to be a reference to an incorporated association; (b) a reference in Part 3 of the ASIC Act to ASIC is taken to be a reference to the Commissioner for Corporate Affairs. 7.    Section 25A(1) is amended by omitting " section 383 of the Corporations Law " and substituting "section 150 and 151 of the Corporations Act". 8.    Section 25B is repealed and the following section is substituted: 25BEffect of transfer of incorporation (1)  Subject to this section, if a company is incorporated as an incorporated association under section 25A , section 3 does not operate to declare the company to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to such provisions of the Corporations legislation as are necessary – (a) to continue in existence any right, privilege, obligation or liability acquired or incurred under that Act before the incorporation; or (b) to preserve any penalty, forfeiture or punishment incurred in respect of any offence committed against that Act before the incorporation; or (c) to enable any investigation, legal proceeding or remedy to be instituted, continued or enforced in respect of any such right, privilege, obligation, liability, penalty, forfeiture or punishment. (2)  Upon the incorporation of a company as an incorporated association pursuant to section 25A  – (a) the directors of the company become the committee for the purposes of this Act; and (b) the property of the company vests in the incorporated association subject to – (i) any trust; and (ii) any covenant, contract or liability – to which the property was subject immediately before it so vested. 9.    Section 26A is repealed and the following section is substituted: 26ARestriction on offering securities for subscription or purchase An incorporated association is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to sections 82 and 736 of the Corporations Act subject to the necessary adaptations and modifications. 10.    Section 32 is repealed and the following section is substituted: 32Winding up of incorporated associations (1) The winding up of an incorporated association is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Part 5.5 (Voluntary winding up), Part 5.6 (Winding up generally) and Part 5.7 (Winding up bodies other than companies) of the Corporations Act, subject to the following modifications: (a) the modifications referred to in subsection (2) ; (b) such other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001 as may be prescribed by the regulations. (2) The following modifications to the text of the Corporations Act apply for the purposes of subsection (1) : (a) a reference to a company or body is to be read as a reference to an incorporated association; (b) a reference to the directors of a company is to be read as a reference to the members of the committee of an incorporated association; (c) a reference to the secretary of a company is to be read as a reference to the public officer of an incorporated association; (d) a reference to the principal place of business of a company is to be read as a reference to the address of the public officer of an incorporated association last notified under this Act to the Commissioner; (e) a reference to a company carrying on business or having a place of business is to be read as a reference to an incorporated association pursuing its objects; (f) a reference to ASIC is to be read as a reference to the Commissioner; (g) a reference to a document in the prescribed form is to be read as a reference to a document in the corresponding form prescribed under the Corporations Act with all necessary modifications; (h) a reference to the Court is to be read as a reference to the Supreme Court; (i) a reference to the lodgment of a document is to be read as a reference to lodgment of that document with the Commissioner; (j) a reference to a company’s constitution is to be read as a reference to an incorporated association’s rules; (k) a reference to a special resolution is to be read as a reference to a special resolution within the meaning of this Act; (l) a reference to an officer of a company is to be read as a reference to a member of the committee of an incorporated association and, where applicable, a reference to a past officer is a reference to a past member of the committee of an incorporated association; (m) a reference in sections 495, 542(1), 547 and 548 to a contributory of a company is to be read as a reference to a member of an incorporated association. 11.    Section 38 is repealed. 1.    Section 4 is amended by omitting "person registered as an auditor, or deemed to be registered as an auditor, under the Companies (Tasmania) Code " from the definition of auditor and substituting "registered company auditor within the meaning of the Corporations Act". 1.    Section 4(3) is amended by omitting " Division 9 of Part IV of the Companies (Tasmania) Code " and substituting "Chapter 2K of the Corporations Act". 1.    Section 3(1) is amended as follows: (a) by omitting " Companies (Tasmania) Code " from the definition of corporation and substituting "Corporations Act"; (b) by omitting the definition of secretary and substituting the following definition: secretary, in relation to a corporation – (a) includes any person performing the duties of secretary of the corporation; and (b) in relation to a corporation that is a registered foreign company under Division 2 of Part 5B.2 of the Corporations Act, includes a local agent (within the meaning of that Division) of the corporation. 2.    Section 5A(1) is amended by omitting paragraph (c) and substituting the following paragraph: (c) of an offence which at the time of his or her conviction is or was specified in – (i) section 122(1)(c) of the Companies Act 1962 ; or (ii) section 227(2)(c) or (d) of the Companies (Tasmania) Code ; or (iii) section 229(3)(c) of the Corporations Law as in force before 13 March 2000; or (iv) section 206B of the Corporations Law; or (v) section 206B of the Corporations Act; or 3.    Section 19(1)(d) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 4.    Section 26(3) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 1.    Section 4(2)(e) is amended as follows: (a) by omitting from subparagraph (iii) " Securities Industry (Tasmania) Code ;" and substituting " Securities Industry (Tasmania) Code ; or"; (b) by inserting the following subparagraph after subparagraph (iii) : (iv) the Corporations Act; 1.    Section 3(2) is amended by omitting

Corporations Law of the Commonwealth as in force in each State and Territory.

Corporations Act.

1.    Section 2 is amended as follows: (a) by omitting the definition of officer and substituting the following definition: officer, in relation to a body corporate, means – (a) in the case of a company incorporated under the Corporations Act which is taken to be registered in Tasmania, a director, manager or secretary of that company; and (b) in the case of any other company incorporated under the Corporations Act, the State Manager of that company; (b) by omitting the definitions of recognized company and recognized foreign company ; (c) by omitting the definition of registered foreign company ; (d) by omitting "which is a recognized company, a recognized foreign company, or a registered foreign company" from the definition of State Manager and substituting "referred to in paragraph (b) of the definition of officer ". 1.    Section 3 is amended as follows: (a) by omitting the definition of Commonwealth Act ; (b) by omitting " Commonwealth Act " from the definition of securities and substituting "Corporations Act". 2.    Section 4(3) is amended by omitting "the Companies (Tasmania) Code or any other" and substituting "any". 3.    Section 5 is amended as follows: (a) by omitting from subsection (2) "the Companies (Tasmania) Code or any other" and substituting "any"; (b) by omitting from subsection (3) "the Companies (Tasmania) Code or any other" and substituting "any". 4.    Section 6B is amended by omitting "the Companies (Tasmania) Code or under any other" and substituting "any". 5.    Section 6E is amended by omitting subsection (3) . 6.    Section 6F is amended by omitting subsection (8) . 7.    Section 6G(4) is amended by omitting " Commonwealth Act for the purposes of section 49 (4) of that Act " and substituting "Corporations Act". 8.    Section 6H is amended by omitting subsection (2) . 1.    Section 33 is amended as follows: (a) by omitting from subsection (2A)(c) " section 7 (5) of the Companies (Tasmania) Code " and substituting "section 50 of the Corporations Act"; (b) by omitting from subsection (2A)(c) "Code" second occurring and substituting "Act"; (c) by omitting " section 5 (1) of the Companies (Tasmania) Code " from the definition of corporation in subsection (6) and substituting "the Corporations Act". 1.    Section 24(3) is amended by omitting " section 528 of the Companies (Tasmania) Code " and substituting "sections 109X and 601CX of the Corporations Act". 1.    Section 5(1A) is amended as follows: (a) by omitting from paragraph (a) " section 203 of the Companies (Tasmania) Code " and substituting "section 265 of the Corporations Act"; (b) by omitting from paragraph (b) " section 209 of the Companies (Tasmania) Code " and substituting "section 271 of the Corporations Act". 1.    Section 2 is amended as follows: (a) by omitting "is a registered company auditor within the meaning of the Companies (Tasmania) Code " from the definition of registered company auditor in subsection (1) and substituting "is registered as an auditor under Part 9.2 of the Corporations Act"; (b) by omitting subsection (4) and substituting the following subsection: (4) A society is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation other than to the extent referred to in sections 12A , 51A and 57 . 2.    Section 12A is repealed and the following section is substituted: 12AInvestigation into affairs of society A society is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Part 3 of the ASIC Act subject to the following modifications: (a) a reference in Part 3 of the ASIC Act to a body corporate is taken to be a reference to a society; (b) a reference in Part 3 of the ASIC Act to ASIC is taken to be a reference to the Registrar of Co-operative Housing Societies. 3.    Section 13 is amended as follows: (a) by omitting from subsection (2) " Financial Institutions (Tasmania) Code , the Cooperatives Act 1999 , or the Companies (Tasmania) Code " and substituting " Cooperatives Act 1999 or the Corporations Act"; (b) by omitting from subsection (3) " Financial Institutions (Tasmania) Code , the Cooperatives Act 1999 , or the Companies (Tasmania) Code " and substituting " Cooperatives Act 1999 ". 4.    Section 17 is amended as follows: (a) by omitting from subsection (1)(a)(ii) "or a foreign company is registered under the Companies (Tasmania) Code " and substituting "within the meaning of the Corporations Act that is taken to be registered in Tasmania"; (b) by omitting subparagraphs (iia) , (iii) and (iv) from subsection (1)(a) ; (c) by omitting from subsection (6)(b) "is registered under the Companies (Tasmania) Code ;" and substituting "within the meaning of the Corporations Act that is taken to be registered in Tasmania; or"; (d) by omitting paragraphs (c) , (d) and (e) from subsection (6) ; (e) by omitting from subsection (6) ", recognized company, recognized foreign company, building society, friendly society, or co-operative industrial society" and substituting "or co-operative". 5.    Section 51A is repealed and the following section is substituted: 51AReceivers and managers and official management (1) A society is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Parts 5.1, 5.2 and 5.3A of the Corporations Act subject to the necessary adaptations and modifications. (2)  Without limiting subsection (1)  – (a) a reference in the provisions of Parts 5.1, 5.2 and 5.3A of the Corporations Act to a corporation or company is to be read as a reference to a society; and (b) a reference in those provisions to ASIC is to be read as a reference to the Registrar of Co-operative Housing Societies; and (c) a reference in those provisions to a director or an officer of a company is to be read as a reference to a director or an officer of a society; and (d) a reference in those provisions to a member of a company is to be read as a reference to a member of a society. 6.    Section 57 is amended as follows: (a) by omitting subsections (1) and (2) and substituting the following subsections: (1)  The voluntary winding up or a winding up by the Court of a society is declared to be an applied Corporations legislation matter for the purposes of the Corporations (Ancillary Provisions) Act 2001 in relation to Parts 5.4, 5.4A, 5.4B, 5.5, 5.6, 5.7, 5.7B, 5.8, 5.8A and 5.9 of the Corporations Act subject to the necessary adaptations and modifications. (2)  Without limiting subsection (1)  – (a) a reference in the provisions of Parts 5.4, 5.4A, 5.4B, 5.5, 5.6, 5.7, 5.7B, 5.8, 5.8A and 5.9 of the Corporations Act to ASIC is to be read as a reference to the Registrar of Co-operative Housing Societies; and (b) a reference in those provisions to a special resolution is to be read as a reference to a special resolution within the meaning of this Act; and (c) a reference in those provisions to a company is to be read as a reference to a society; and (d) a reference in those provisions to a member of a company is to be read as a reference to a member of a society; and (e) a reference in those provisions to a director or other officer of a company is to be read as a reference to a director or other officer of a society. (b) by omitting from subsection (3) " Companies (Tasmania) Code " and substituting "Corporations Act"; (c) by omitting subsection (7) and substituting the following subsection: (7)  Where the Registrar has certified to an event mentioned in subsection (4) and has appointed a liquidator, the winding up of a co-operative is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of the Corporations Act relating to a members’ voluntary winding up of a company incorporated under that Act subject to the necessary adaptations and modifications and in particular the adaptations referred to in subsection (2) . (d) by omitting subsection (9) and substituting the following subsection: (9) A society is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Chapter 5A of the Corporations Act with the necessary adaptations and modifications and, in particular, so that a reference in that Chapter to ASIC is read as a reference to the Registrar of Co-operative Housing Societies. 7.    Section 80A is amended as follows: (a) by omitting subsection (1) and substituting the following subsection: (1) A society is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to sections 589 to 596, 596A to 598 and 736 of the Corporations Act with the necessary adaptations and modifications. (b) by omitting from subsection (2) "the generality of"; (c) by omitting from subsection (2)(a) "shall" and substituting "is to"; (d) by omitting from subsection (2)(b) "the National Companies and Securities Commission shall be" and substituting "ASIC is to be"; (e) by omitting from subsection (2)(c) "shall" and substituting "is to"; (f) by omitting from subsection (2)(d) "shall" and substituting "is to"; (g) by omitting from subsection (2)(e) "shall" and substituting "is to"; (h) by omitting from subsection (2)(e) "society; and" and substituting "society."; (i) by omitting paragraph (f) from subsection (2) . 1.    Section 3 is amended as follows: (a) by omitting "Law as adopted and" from the definition of deed of arrangement in subsection (1) and substituting "Act as"; (b) by inserting the following definition after the definition of director in subsection (1) : excluded Corporations legislation provision means any provision of the Corporations legislation that does not apply to cooperatives as a law of the Commonwealth; (c) by omitting "Law" from paragraph (a) of the definition of foreign cooperative in subsection (1) and substituting "Act"; (d) by omitting "Law as adopted and" from paragraph (f)(i) of the definition of officer in subsection (1) and substituting "Act as"; (e) by omitting "Law" from the definition of subsidiary in subsection (1) and substituting "Act"; (f) by inserting the following subsection after subsection (2) : (3) A reference in this Act to a provision of the Corporations Act applying under this Act (or a part of this Act) is a reference to that provision to the extent that it is declared to apply to a matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 as a law of this State. 2.    Sections 7 and 8 are repealed. 3.    Sections 9 , 10 and 11 are repealed and the following sections are substituted: 9Excluded matter (1) A cooperative is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation other than to the extent specified in subsection (2) . (2)  Subsection (1) does not exclude the application of the following provisions of the Corporations legislation to cooperatives to the extent that those provisions would otherwise be applicable to them: (a) provisions that relate to any matter that the regulations provide is not to be excluded from the operation of the Corporations legislation; (b) provisions that relate to the role of a cooperative in the formation of a company; (c) provisions that relate to substantial shareholdings, by or involving a cooperative, in a company; (d) provisions that confer or impose functions on a cooperative as a member, or former member, of a corporation; (e) provisions that relate to dealings by a cooperative in securities of a body corporate, other than securities of the cooperative itself; (f) provisions that confer or impose functions on a cooperative in its dealings with a corporation, not being dealings in securities of the cooperative; (g) provisions that relate to securities of a cooperative, other than shares in, debentures of or deposits with a cooperative; (h) provisions relating to the futures industry; (i) provisions relating to participants in the securities industry; (j) provisions relating to the conduct of securities business; (k) provisions relating to dealers’ accounts and audit; (l) provisions relating to money and scrip of dealers’ clients; (m) provisions relating to registers of interests in securities. (3)  To remove doubt it is declared that subsection (1) does not operate to exclude the operation of the following provisions of the Corporations Act, except in relation to shares in, debentures of or deposits with a cooperative: (a) Part 1.2A (Disclosing entities); (b) Chapter 2L (Debentures); (c) Chapter 6D (Fundraising); (d) Part 7.11 (Conduct in relation to securities). 10Applying the Corporations legislation to cooperatives (1) The regulations may declare any matter relating to cooperatives to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to any excluded Corporations legislation provision or provisions (with any modifications that are specified in the declaration). (2)  Without limiting subsection (1) , any such regulations may – (a) specify modifications to the definitions and other interpretative provisions of the Corporations legislation relevant to any excluded Corporations legislation provision that is the subject of the declaration; and (b) provide for ASIC to exercise a function under any excluded Corporations legislation provision that is the subject of the declaration but only if – (i) ASIC is to exercise that function pursuant to an agreement referred to in section 11(8) or (9A)(b) of the ASIC Act; and (ii) ASIC is authorised to exercise that function under section 11 of the ASIC Act; and (c) specify that a reference to ASIC in any excluded Corporations legislation provision that is the subject of the declaration is to be a reference to another person; and (d) identify any excluded Corporations legislation provision to which the declaration relates by reference to that provision as in force at a particular time; and (e) specify a court (other than the Supreme Court) to exercise any function conferred on a court or the Court by any excluded Corporations legislation provision to which the declaration relates. (3) Words and expressions used in this section and also in Part 3 of the Corporations (Ancillary Provisions) Act 2001 have the same meaning as they have in that Part. 11Modifications to applied provisions (1) If a provision of this Act declares a matter to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 (the "declaratory provisions") in relation to any provisions of the Corporations legislation (the "applied provisions"), the declaratory provision is taken to specify the following modifications to the applied provisions: (a) a reference to articles or memorandum of association is to be read as a reference to rules; (b) a cross-reference to another provision of the Corporations Act is, if that cross-reference is not appropriate (because, for example, the provision cross-referred to is not among the applied provisions), to be read as a cross-reference to the equivalent provision of this Act; (c) a reference to the Gazette is to be read as a reference to the Tasmanian Government Gazette; (d) a reference to the Commonwealth is to be read as a reference to Tasmania; (e) provisions which are not relevant to cooperatives or which are incapable of application to cooperatives are to be ignored; (f) modifications directed by the Commissioner under subsection (2) . (2)  The Commissioner may, by order published in the Gazette, give directions as to the modifications that are necessary or desirable for the effectual operation of the applied provisions. 4.    Section 21(a) is amended by omitting "Law of Tasmania" and substituting "Act". 5.    Section 63(4) is amended by omitting "Corporations Law)" and substituting "Corporations Act)". 6.    Section 86(i) is amended by omitting "Law of Tasmania" and substituting "Act". 7.    Section 128 is amended as follows: (a) by omitting from paragraph (b) "Law as adopted and" and substituting "Act as"; (b) by omitting from paragraph (f) "Corporations Law" and substituting "Corporations Act". 8.    Section 132 is amended by omitting subsection (4) and substituting the following subsection: (4) The following provisions of the Corporations Act (as applied by section 264 of this Act) do not apply to an allotment or issue of debentures under this section: (a) Chapter 2L (Debentures); (b) Chapter 6D (Fundraising). 9.    Section 146 is repealed and the following section is substituted: 146Adoption of certain Corporations Act provisions about shares (1) An offer or intended offer for subscription for shares in a cooperative and an invitation or intended invitation for shares in a cooperative are declared to be applied Corporations legislation matters for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to sections 716(2), 722, 723 and 734 of the Corporations Act but only if – (a) the shares are offered to persons who are not shareholders in the cooperative; or (b) the invitation is made to persons who are not shareholders in the cooperative. (2) The provisions of the Corporations Act referred to in subsection (1) apply as if – (a) a prospectus is taken to include a disclosure statement of any type under this Act; and (b) a minimum subscription, in relation to a share offer or invitation, means the amount stated in a disclosure statement under section 142 as the minimum amount that, in the opinion of the directors, must be raised by the issue of shares; and (c) a reference in those provisions to ASIC is read as a reference to the Commissioner. 10.    Section 213 is amended as follows: (a) by omitting subparagraph (iii) from subsection (1)(b) and substituting the following subparagraph: (iii) of any offence under section 184, 344, 590, 592, 670A or 728 of the Corporations Act; or (b) by omitting paragraphs (b) , (c) and (d) from subsection (2) and substituting the following paragraphs: (b) is disqualified from managing corporations under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act; or (c) is an insolvent under administration (as defined in the Corporations Act). (c) by omitting subsection (8) and substituting the following subsection: (8) Subject to this section, a cooperative is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 2D.6 of the Corporations Act subject to the following modifications: (a) a reference in those provisions to corporations is to be read as a reference to cooperatives; (b) any modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001 ) that are prescribed by the regulations. 11.    Section 220 is amended by omitting "Law as adopted and" from paragraph (f) of the definition of officer and substituting "Act as". 12.    Section 228 is repealed and the following section is substituted: 228Application of Corporations Act provisions concerning officers of cooperatives (1) A cooperative is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to sections 589 to 598 and 1307 of the Corporations Act, subject to the following modifications: (a) a reference in those provisions to a company is to be read as a reference to a cooperative; (b) a reference in those provisions to ASIC is to be read as a reference to the Commissioner; (c) section 592(1)(a) of the Corporations Act applies as if "before 23 June 1993" were omitted; (d) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001 ) that are prescribed by the regulations. 13.    Section 238 is amended as follows: (a) by omitting from subsection (2)(a) "of" first occurring and substituting "and"; (b) by omitting from subsection (2)(a) "Corporations Law" and substituting "Corporations Act"; (c) by inserting in subsection (2)(b) "Part 2F.3 and" after "purposes of"; (d) by omitting from subsection (2)(b) "Corporations Law" and substituting "Corporations Act"; (e) by omitting subsection (3) and substituting the following subsection: (3)  The regulations may declare any matter associated with the operation of subsection (2) to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to any provisions of the Corporations Act (including provisions that would otherwise be excluded under another provision of this Act), with such modifications as may be specified in the declaration. 14.    Section 240 is amended as follows: (a) by omitting "Corporations Law" from the definition of control and substituting "Corporations Act"; (b) by omitting "Corporations Law" from the definition of entity and substituting "Corporations Act". 15.    Section 263(3) is amended by omitting "Law (as adopted" and substituting "Act (as applied". 16.    Sections 264 and 265 are repealed and the following sections are substituted: 264Application of Corporations Act to issues of debentures (1)  Subject to subsection (2) , the debentures of a cooperative are declared to be applied Corporations legislation matters for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 1.2A (Disclosing entities), Chapter 2L (Debentures), Chapter 6D (Fundraising) and Part 7.11 (Conduct in relation to securities) of the Corporations Act, subject to the following modifications: (a) the provisions apply as if a cooperative were a company; (b) a reference in those provisions to a corporation includes a reference to a cooperative; (c) a reference in those provisions to ASIC is a reference to the Commissioner. (2) The provisions of the Corporations Act made applicable to the debentures of a cooperative by this section do not apply to the following: (a) a loan to which section 269 applies; (b) an issue of debentures of a cooperative that is made – (i) solely to members; or (ii) solely to members and employees of the cooperative; or (iii) to a person who on becoming an inactive member of the cooperative has had his or her share capital converted to debt. (3) Expressions used in this section which are not defined in this Act have the same meaning as in the Corporations Act. (4) The Commissioner may exempt a cooperative from any of the requirements of the Corporations Act applied by this section or by section 10 and may grant such an exemption unconditionally or subject to conditions. 265Application of certain other Corporations Act provisions Debentures to which section 266 applies are declared to be applied Corporations legislation matters for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to sections 722 and 734 of the Corporations Act as if – (a) a prospectus includes a disclosure statement under section 266; and (b) a reference to ASIC is read as a reference to the Commissioner. 17.    Section 268 is repealed and the following section is substituted: 268Application of Corporations Law – reissue of redeemed debentures Debentures issued by a cooperative to any of its members are declared to be applied Corporations legislation matters for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to section 124(1)(b) or 563AAA of the Corporations Act as if a cooperative were a company. 18.    Section 277(1)(b) is amended by omitting "Corporations Law)" and substituting "Corporations Act)". 19.    Section 288 is amended as follows: (a) by omitting from subsection (1) "Law)" twice occurring and substituting "Act)"; (b) by omitting from subsection (2)(b) "Law)" and substituting "Act)"; (c) by omitting from subsection (2)(c) "Law)" and substituting "Act)". 20.    Section 292(1)(b) is amended by omitting "Corporations Law" and substituting "Corporations Act". 21.    Section 296 is amended as follows: (a) by omitting from subsection (1) "Corporations Law" and substituting "Corporations Act"; (b) by omitting from subsection (2)(b) "Law" and substituting "Act"; (c) by inserting in subsection (8) "as applying on 12 March 2000" after "Law". 22.    Section 297 is amended by omitting "Corporations Law" and substituting "Corporations Act". 23.    Section 308(a) is amended by omitting "Corporations Law" and substituting "Corporations Act". 24.    Section 316(2) is amended by omitting "Corporations Law" and substituting "Corporations Act". 25.    Section 317(4) is amended by omitting "Corporations Law" and substituting "Corporations Act". 26.    Section 318 is amended by omitting "Corporations Law" and substituting "Corporations Act". 27.    Section 319 is repealed and the following section is substituted: 319Application of Corporations Act to winding-up and deregistration The winding-up or deregistration of a cooperative, and a deregistered cooperative, are declared to be applied Corporations legislation matters for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Parts 5.4 to 5.7 and Chapter 5A of the Corporations Act, subject to the following modifications: (a) a reference in any of those provisions to a special resolution or an extraordinary resolution is to be read as a reference to a special resolution within the meaning of this Act; (b) a reference in any of those provisions to ASIC is to be read as a reference to the Commissioner; (c) section 461(1)(h) is to be considered to be amended by substituting for "ASIC has stated in a report prepared under Division 1 of Part 3 of the ASIC Act that, in its opinion:", "the Commissioner has, as a result of an inquiry conducted under Division 2 or Division 4 of Part 15 of the Cooperatives Act 1999 , stated that –"; (d) section 464(1) is to be considered to be amended by substituting for "Where ASIC is investigating, or has investigated, under Division 1 of Part 3 of the ASIC Act:", "Where the Commissioner is holding or has held an inquiry under Division 2 or Division 4 of Part 15 of the Cooperatives Act 1999 in relation to –" (e) section 513B is to be considered to be amended by inserting after paragraph (d) –

(da) if the winding-up is on the certificate of the Commissioner, on the date that the certificate is given; or

(f) section 516 is to be considered to be amended by inserting after the words "past member" the words "together with any charges payable by him or her to the cooperative in accordance with the rules"; (g) section 542(3) is to be considered to be amended by inserting after paragraph (c) –

and

(d) in the case of a winding-up on a certificate of the Commissioner under section 317 of the Cooperatives Act 1999  – with the consent of the Commissioner.

(h) a reference in any of those provisions to a registered liquidator is to be read as including a reference to a person approved by the Commissioner as a liquidator of a cooperative; (i) a reference in any of those provisions to section 233 of the Corporations Act is to be read as a reference to Division 5 of Part 4 of this Act; (j) for the purposes of the application of those provisions to a winding-up on the certificate of the Commissioner, the winding-up is to be considered to be a voluntary winding-up (but section 490 of the Corporations Act does not apply); (k) those provisions are to be read subject to section 69 (Liability of members to cooperative) and section 325 (Liability of member to contribute in a winding-up where shares forfeited, &c.) of this Act for the purposes of determining the liability of members and former members to contribute on a winding-up of a cooperative; (l) any other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 ) that are prescribed by the regulations. 28.    Section 323 is amended by omitting "Corporations Law" and substituting "Corporations Act". 29.    Section 326 is repealed and the following section is substituted: 326Application of Corporations Act to winding-up A cooperative is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 5.3A and Division 3 of Part 5.9 of the Corporations Act, subject to the following modifications: (a) those provisions are to be read as if a cooperative were a company; (b) those provisions are to be read as including the provisions of section 327 of this Act; (c) references in those provisions to sections 128 and 129 of the Corporations Act are to be read as references to sections 41 to 43 and 45 of this Act; (d) references in those provisions to an administrator appointed under a provision of Part 5.3A are to be read as including a reference to an administrator appointed by the Commissioner under the provision included by paragraph (b) ; (e) references in those provisions to ASIC are to be read as references to the Commissioner; (f) any other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 ) that are prescribed by the regulations. 30.    Sections 340 and 341 are repealed and the following section is substituted: 340Application of Corporations Act concerning insolvent cooperatives A cooperative is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 5.7B (other than section 588G) of the Corporations Act, subject to the following modifications: (a) those provisions are to be read as if a cooperative were a company; (b) a reference in those provisions to any provision of section 286 to 290 of the Corporations Act is to be read as a reference to the equivalent provisions of the regulations under section 238 of this Act; (c) any other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 ) that are prescribed by the regulations. 31.    Section 347 is amended by omitting subsection (2) and substituting the following subsection: (2) A person appointed to administer a compromise or arrangement is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to section 536 of the Corporations Act as if – (a) the appointment were an appointment as a liquidator of the cooperative; and (b) a reference in those provisions to a liquidator were a reference to that person; and (c) a reference in those provisions to ASIC were a reference to the Commissioner. 32.    Section 355(2)(b) is amended by omitting "Corporations Law" and substituting "Corporations Act". 33.    Section 362 is amended by omitting subsection (3) and substituting the following subsection: (3)  Any sum paid or consideration transferred to the Commissioner under subsection (2) is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Part 9.7 of the Corporations Act, subject to the following modifications: (a) a reference in that Part to unclaimed property includes any such sum or consideration; (b) a reference in that Part to ASIC is to be read as a reference to the Commissioner; (c) a reference in that Part to the Commonwealth is to be read as a reference to Tasmania; (d) any other modifications (within the meaning of the Corporations (Ancillary Provisions) Act 2001 ) that are prescribed by the regulations. 34.    Section 366 is amended by omitting "Law" and substituting "Act (as applied under this Act)". 35.    Section 404(3) is amended by omitting "Law, as adopted and" and substituting "Act, as". 36.    Section 410(2) is amended by omitting "Law, as adopted and" and substituting "Act, as". 37.    Schedule 1 is amended by omitting "Corporations Law" from clause 16 of Part 1 and substituting "Corporations Act". 38.    Schedule 4 is amended as follows: (a) by omitting "Law" from the definition of marketable security in clause 1 of Part 1 and substituting "Act"; (b) by omitting "Law (as adopted and" from paragraph (a) of the definition of relevant day in clause 26 of Division 4 of Part 2 and substituting "Act (as"; (c) by omitting from clause 27(1)(c) of Division 4 of Part 2 "Law as adopted and" and substituting "Act as"; (d) by omitting from clause 28(1)(b) of Division 4 of Part 2 "Law (as adopted and" and substituting "Act (as"; (e) by omitting from clause 31(1)(c) of Division 4 of Part 2 "Law (as adopted and" and substituting "Act (as". 39.    Schedule 5 is amended as follows: (a) by omitting "Law, as adopted and" from the definition of administrator in clause 1 and substituting "Act, as"; (b) by omitting from clause 3(1)(d) "Corporations Law" and substituting "Corporations Act"; (c) by omitting from clause 24(2)(a) "Law (as adopted and" and substituting "Act (as"; (d) by omitting from clause 24(2)(c) "Law (as adopted and" and substituting "Act (as"; (e) by omitting from clause 24(3) "Law (as adopted and" and substituting "Act (as"; (f) by omitting from clause 24(7) "Law (as adopted and" and substituting "Act (as". 40.    Clause 14 of Schedule 6 is amended by omitting subclauses (3) and (4) . 1.    Section 11(5) is amended as follows: (a) by omitting paragraph (a) and substituting the following paragraph: (a) taken under the Corporations Act to be registered in this State; or (b) by omitting from paragraph (b) "incorporated outside this State but carries on business in this State" and substituting "taken under the Corporations Act to be registered outside this State and that carries on business in this State". 2.    Section 27 is amended by omitting paragraph (b) from the definition of credit card holder and substituting: (b) a company within the meaning of the Corporations Act that is taken to be registered in this State and that carries on business in this State; or 1.    Section 3 is amended as follows: (a) by omitting "Corporations Law" from paragraph (e) of the definition of associated person and substituting "Corporations Act"; (b) by omitting "Corporations Law" from the definition of Australian register and substituting "Corporations Act"; (c) by omitting "Corporations Law" from the definition of managed investment scheme and substituting "Corporations Act"; (d) by omitting "Corporations Law" from the definition of public company and substituting "Corporations Act"; (e) by omitting the definition of public unit trust scheme and substituting the following definition: public unit trust scheme means a unit trust scheme – (a) any of the units of which are listed for quotation on the Australian Stock Exchange or on a recognised stock exchange; or (b) that is an undertaking to which Division 11 of Part 11.2 of the Corporations Law (as continued in effect by section 1408 of the Corporations Act 2001 of the Commonwealth) applies and in respect of which – (i) some or all of the units have been offered to the public; and (ii) no fewer than 50 persons hold units in it; or (c) that was (or would have been) exempted from the requirements of Part 7.12 of the Corporations Law (as in force immediately before its repeal) and in respect of which – (i) some or all of the units have been offered to the public; and (ii) no fewer than 50 persons hold units in it; or (d) that is a managed investment scheme within the meaning of Chapter 5C of the Corporations Act 2001 of the Commonwealth and in respect of which – (i) some or all of the units have been offered to the public; and (ii) no fewer than 50 persons hold units in it; or (e) that, in the opinion of the Commissioner, will satisfy paragraph (a) , (b) , (c) or (d) within 12 months after the Commissioner gives written notice of that opinion to a person who has requested the Commissioner to express that opinion in relation to the unit trust scheme; (f) by omitting "Corporations Law" from the definition of related body corporate and substituting "Corporations Act"; (g) by omitting "Corporations Law" from paragraph (b) of the definition of related person and substituting "Corporations Act"; (h) by omitting "Corporations Law" from paragraph (c) of the definition of related person and substituting "Corporations Act"; (i) by omitting "Corporations Law" from the definition of responsible entity and substituting "Corporations Act"; (j) by omitting the definition of Tasmanian company and substituting the following definition: Tasmanian company means – (a) a company incorporated or taken to be incorporated under the Corporations Act that is taken to be registered in Tasmania; or (b) any other body corporate that is incorporated under a Tasmanian Act; 2.    Section 6(3) is amended by omitting "Corporations Law" from the definition of transfer and substituting "Corporations Act". 3.    Section 37 is amended as follows: (a) by omitting "Corporations Law" from the definition of responsible entity in subsection (1) and substituting "Corporations Act"; (b) by inserting in subsection (6) "(as continued in effect by section 1408 of the Corporations Act)" after "2 of the Corporations Law". 4.    Section 38(1)(b) is amended by inserting "(as continued in effect by section 1408 of the Corporations Act)" after "2 of the Corporations Law". 5.    Section 50(4) is amended by omitting "Corporations Law" and substituting "Corporations Act". 6.    Section 54(1) is amended by omitting "Corporations Law" and substituting "Corporations Act". 7.    Section 56(2)(a) is amended by omitting "Corporations Law" and substituting "Corporations Act". 8.    Section 57(2)(a) is amended by omitting "Corporations Law" and substituting "Corporations Act". 9.    Section 60(2)(g) is amended by omitting "Corporations Law" and substituting "Corporations Act". 10.    Section 62(3) is amended by omitting "Corporations Law" and substituting "Corporations Act". 11.    Section 72(1) is amended as follows: (a) by omitting from paragraph (c) "Corporations Law" and substituting "Corporations Act"; (b) by omitting from paragraph (h)(i) "Corporations Law" and substituting "Corporations Act". 12.    Section 78(1) is amended as follows: (a) by omitting "Corporations Law" from paragraph (a) of the definition of capital reduction and substituting "Corporations Act"; (b) by omitting "Corporations Law" from paragraph (a) of the definition of company and substituting "Corporations Act"; (c) by omitting "Corporations Law" from the definition of voting shares and substituting "Corporations Act". 13.    Section 146 is amended as follows: (a) by omitting paragraph (a) from subsection (1) and substituting the following paragraph: (a) shares in or securities of a body corporate – (i) in the case of a company within the meaning of the Corporations Act, in the place in which the company is taken to be registered; or (ii) in any other case, in the place of incorporation of the body corporate; (b) by omitting subsection (2) . 14.    Section 149(4)(c) is amended by omitting "Corporations Law" and substituting "Corporations Act". 15.    Section 154(4) is amended by omitting "Corporations Law" from the definition of related corporation and substituting "Corporations Act". 1.    Section 8(2)(b)(ii) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 6(4)(d)(i) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 1.    Section 3 is amended as follows: (a) by omitting "Corporations Law" from the definition of incorporation and substituting "Corporations Act"; (b) by omitting "Corporations Law" from the definition of subsidiary and substituting "Corporations Act". 2.    Section 4 is repealed. 3.    Section 5(1) is amended by omitting "Corporations Law" and substituting "Corporations Act". 4.    Part 2 of Schedule 1 is amended as follows: (a) by omitting from clause 1(a) "Corporations Law" and substituting "Corporations Act"; (b) by omitting from clause 2 "Corporations Law" first occurring and substituting "Corporations Act"; (c) by omitting from clause 2(b) "Corporations Law" and substituting "Corporations Act". 1.    Section 3(1) is amended as follows: (a) by omitting "Corporations Law" from paragraph (a) of the definition of control and substituting "Corporations Act"; (b) by omitting "Corporations Law" three times occurring from paragraph (b) of the definition of control and substituting "Corporations Act"; (c) by omitting "Corporations Law" from the definition of State-owned company and substituting "Corporations Act". 1.    Section 3 is amended as follows: (a) by omitting " Corporations Law " from paragraph (a) of the definition of officer and substituting "Corporations Act"; (b) by omitting "Corporations Law" from the definition of subsidiary and substituting "Corporations Act". 2.    Section 19(2A)(a) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 9(3) is amended by omitting " section 528 of the Companies (Tasmania) Code " and substituting "sections 109X and 601CX of the Corporations Act". 2.    Schedule 1 is amended as follows: (a) by omitting from clause 1 " section 7 (5) of the Companies (Tasmania) Code , to be deemed, for the purposes of that Act, to be related to each other" and substituting "section 50 of the Corporations Act, related bodies corporate for the purposes of that Act"; (b) by omitting from clause 2(4) " section 7 (5) of the Companies (Tasmania) Code " and substituting "section 50 of the Corporations Act"; (c) by omitting from clause 6(2) " section 7 (5) of the Companies (Tasmania) Code " and substituting "section 50 of the Corporations Act". 1.    Section 3(1) is amended by omitting " Corporations Law " from the definition of related body corporate and substituting "Corporations Act". 1.    Section 28(3) is amended as follows: (a) by omitting " section 7 (5) of the Companies (Tasmania) Code " from the definition of relevant goods or services and substituting "section 50 of the Corporations Act"; (b) by omitting " section 7 (5) of the Companies (Tasmania) Code " from the definition of relevant interests in land and substituting "section 50 of the Corporations Act". 2.    Section 49(3) is amended by omitting " section 528 of the Companies (Tasmania) Code " and substituting "sections 109X and 601CX of the Corporations Act". 1.    Section 45(1) is amended by omitting " Corporations Law " and substituting "Corporations Act". 1.    Section 6 is amended by inserting after subsection (2) the following subsection: (3) Without limiting the operation of section 3 of the Acts Interpretation Act 1931 , this section does not purport to impose a duty on APRA to perform any functions or exercise any powers conferred or expressed to be conferred on it by or under this Act if the imposition of the duty would be beyond the legislative power of the Parliament of the State. 2.    Section 7 is amended by inserting after subsection (2) the following subsection: (3) Without limiting section 3 of the Acts Interpretation Act 1931 , this section does not purport to impose a duty on ASIC to perform any functions or exercise any powers conferred or expressed to be conferred on it by or under this Act if the imposition of the duty would be beyond the legislative power of the Parliament of the State. 3.    Section 45 is amended as follows: (a) by omitting from subsection (3)(b) "Law which is taken to apply as if the society had been a company" and substituting "Act as applying under this section"; (b) by inserting the following subsections after subsection (3) : (3A)  Money received by ASIC on a disposal of, or dealing with, property of a society under paragraph (a) of subsection (3) that is not applied under that paragraph is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of Part 9.7 of the Corporations Act as if the society had been a company. (3B)  For the purposes of subsection (3A) , Part 3 of the Corporations (Ancillary Provisions) Act 2001 has effect as if that Part did not contain sections 16(1)(b) and 17. 1.    Section 77G(6) is amended by omitting " Corporations Law " and substituting "Corporations Act". 1.    Section 3 is amended as follows: (a) by omitting "Corporations Law" from the definition of registered company auditor in subsection (1) and substituting "Corporations Act"; (b) by omitting from subsection (5) " Corporations Law " and substituting "Corporations Act". 2.    Section 18(2)(a) is amended by omitting " Corporations Law " and substituting "Corporations Act". 3.    Section 76ZF is amended as follows: (a) by omitting from subsection (1)(g) "Corporations Law" and substituting "Corporations Act"; (b) by omitting from subsection (4)(a) "Corporations Law" and substituting "Corporations Act"; (c) by omitting from subsection (4)(b) "Corporations Law" and substituting "Corporations Act"; (d) by omitting from subsection (4)(c) "Corporations Law" and substituting "Corporations Act". 4.    Section 76ZH(d) is amended by omitting "Corporations Law" and substituting "Corporations Act". 5.    Section 76ZJ(6)(b) is amended by omitting "Corporations Law" and substituting "Corporations Act". 6.    Section 142 is amended as follows: (a) by omitting from subsection (1) "an auditor registered under Part 9.2 of the Corporations Law " and substituting "a registered company auditor"; (b) by omitting from subsection (2) " Corporations Law " and substituting "Corporations Act". 1.    Section 3(1) is amended as follows: (a) by omitting " Corporations Law " from the definition of debenture and substituting "Corporations Act"; (b) by omitting " Corporations Law " from paragraph (e) of the definition of financial arrangement and substituting "Corporations Act". 2.    Section 4(1)(a) is amended as follows: (a) by omitting " Corporations Law " and substituting "Corporations Act"; (b) by omitting "Law" second occurring and substituting "Act". 3.    Section 10 is amended as follows: (a) by omitting from subsection (2) " Corporations Law " and substituting "Corporations Act"; (b) by omitting from subsection (4) " Corporations Law " and substituting "Corporations Act". 4.    Section 28(a) is amended by omitting " Corporations Law " twice occurring and substituting "Corporations Act". 5.    Section 45(8)(b) is amended by omitting " Corporations Law " and substituting "Corporations Act". 6.    Section 67(2)(b) is amended by omitting " Corporations Law " and substituting "Corporations Act". 1.    Section 3 is amended as follows: (a) by omitting "Corporations Law" from the definition of State-owned company in subsection (1) and substituting "Corporations Act"; (b) by omitting from subsection (2) "Corporations Law" and substituting "Corporations Act"; (c) by omitting from subsection (2) "Law" second occurring and substituting "Act". 1.    Section 8B(1)(c) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 3 is amended by omitting " Corporations Law " from paragraph (b) of the definition of insolvent and substituting "Corporations Act". 1.    Section 61C(1) is amended by omitting " Corporations Law " and substituting "Corporations Act". 2.    Section 88(4) is amended by omitting " section 528 of the Companies (Tasmania) Code " and substituting "sections 109X and 601CX of the Corporations Act". 1.    Section 3 is amended by omitting " Corporations Law " from the definition of officer and substituting "Corporations Act". 1.    Section 31(1)(c) is amended by omitting "Corporations Law" and substituting "Corporations Act". 2.    Section 33(3)(b) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 28 is amended as follows: (a) by omitting from subsection (2)(a) " Division 9 of Part IV of the Companies (Tasmania) Code " and substituting "Part 2K.2 of the Corporations Act"; (b) by omitting from subsection (5) " Division 9 of Part IV of the Companies (Tasmania) Code " and substituting "Part 2K.2 of the Corporations Act". 2.    Section 133(5)(d) is amended by omitting " Companies (Tasmania) Code , by the Commissioner for Corporate Affairs" and substituting "Corporations Act, by ASIC". 1.    Section 15(1) is amended by omitting "meaning assigned to that expression by section 5(1) of the Companies (Tasmania) Code in relation to a corporation" from the definition of officer and substituting "same meaning as in the Corporations Act in relation to a corporation". 1.    Section 3 is amended by omitting " Corporations Law of Tasmania" from the definition of company and substituting "Corporations Act". 1.    Section 212(1) is amended by omitting " Corporations Law of Tasmania " and substituting "Corporations Act". 1.    Section 107 is amended as follows: (a) by omitting from subsection (8) "Companies (Tasmania) Code" and substituting "Corporations Act"; (b) by omitting from subsection (9) "Companies (Tasmania) Code" and substituting "Corporations Act". 1.    Section 5 is amended as follows: (a) by omitting from subsection (6) " section 7 (5) of the Companies (Tasmania) Code " and substituting "section 50 of the Corporations Act"; (b) by omitting from subsection (8) " Companies (Tasmania) Code " and substituting "Corporations Act". 1.    Section 36(3) is amended by omitting " section 528 of the Companies (Tasmania) Code " and substituting "sections 109X and 601CX of the Corporations Act". 1.    Section 3 is amended by omitting "Corporations Law" from the definition of corporation and substituting "Corporations Act". 1.    Section 11(1)(b) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 15 is amended as follows: (a) by omitting from paragraph (a) " Companies (Tasmania) Code " and substituting "Corporations Act"; (b) by omitting from paragraph (b) " Companies (Tasmania) Code " and substituting "Corporations Act". 1.    Section 3 is amended as follows: (a) by omitting " Corporations Law " from paragraph (b) of the definition of interest and substituting "Corporations Act"; (b) by omitting "incorporated in Tasmania" from paragraph (b) of the definition of interest and substituting "taken to be registered in Tasmania under the Corporations Act"; (c) by omitting " Corporations Law " from the definition of securities and substituting "Corporations Act". 1.    Section 6(2)(a) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 1.    Section 2(1) is amended as follows: (a) by omitting "Corporations Law" from the definition of corporation and substituting "Corporations Act"; (b) by omitting "Corporations Law" from the definition of voting share and substituting "Corporations Act". 2.    Section 11C is amended by omitting "deemed to be related to each other under section 50 of the Corporations Law" and substituting "related to each other under section 50 of the Corporations Act". 3.    Section 11E(3) is amended by omitting "the Corporations Law" and substituting "the Corporations Act". 4.    Section 25(7) is amended by omitting paragraph (b) . 1.    Section 80 is amended as follows: (a) by omitting from subsection (8) "the National Companies and Securities Commission relating to the creation of that charge pursuant to section 201 of the Companies (Tasmania) Code or pursuant to the corresponding provision of a law of another State, the Commonwealth, or a Territory of the Commonwealth" and substituting "ASIC relating to the creation of that charge pursuant to section 263 of the Corporations Act"; (b) by omitting " section 201 of the Companies (Tasmania) Code " from the definition of charge in subsection (15) and substituting "the Corporations Act". 2.   Section 91 is amended as follows: (a) by omitting from subsection (3)(a)(i) "Companies (Tasmania) Code" and substituting "Corporations Act"; (b) by omitting from subsection (6)(a)(i) "Companies (Tasmania) Code" and substituting "Corporations Act". 1.    Section 3 is amended by omitting "Corporations Law" from the definition of subsidiary and substituting "Corporations Act". 2.    Section 16(1)(b) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 120(1) is amended as follows: (a) by omitting "Law of Tasmania" from the definition of Australian Newsprint Mills Limited and substituting "Act"; (b) by omitting "Law of Tasmania" from the definition of Tasmanian Pulp & Forest Holdings Limited and substituting "Act". 1.    Section 35A(2) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 2.    Section 37(1) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 1.    Section 7 is amended as follows: (a) by omitting from subsection (4)(a) " Companies (Tasmania) Code " and substituting "Corporations Act"; (b) by omitting from subsection (7) " Companies (Tasmania) Code " and substituting "Corporations Act"; (c) by omitting from subsection (7) "Code" second occurring and substituting "Act". 2.    Schedule 2 is amended as follows: (a) by omitting from clause 1 ", by reason of section 7 (5) of the Companies (Tasmania) Code , to be deemed, for the purposes of that Act, to be related to each other" and substituting "related to each other under section 50 of the Corporations Act"; (b) by omitting from clause 2(4) "that is, by reason of section 7 (5) of the Companies (Tasmania) Code , to be deemed, for the purposes of that Act, to be related to it has a controlling interest" and substituting ", that is related to it under section 50 of the Corporations Act, has a controlling interest"; (c) by omitting from clause 6(2) ", by reason of section 7 (5) of the Companies (Tasmania) Code , is to be deemed, for the purposes of that Act, to be related to another corporation which is a member of that group" and substituting ", under section 50 of the Corporations Act, is related to another corporation which is a member of that group". 1.    Section 2A is amended by omitting " Division 9 of Part IV of the Companies (Tasmania) Code " and substituting "Part 2K.2 of the Corporations Act". 1.    Section 71 is amended by omitting subsection (4) and substituting the following subsection: (4) A body corporate established under this Act is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to the whole of the Corporations legislation. 1.    Section 83(7) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 2.    Section 85 is amended as follows: (a) by omitting from subsection (2)(b)(iii) " Companies (Tasmania) Code " and substituting "Corporations Act"; (b) by omitting from subsection (8) " Companies Act 1869 , or the Companies Act 1962 , or the Companies (Tasmania) Code " and substituting "Corporations Act". 1.    Section 13(2) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 3(2) is amended as follows: (a) by omitting " Corporations Law " and substituting "Corporations Act"; (b) by omitting "Law" second occurring and substituting "Act". 1.    Section 114(3) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 12(2) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 1.    Section 4 is repealed. 2.    Section 5 is amended by omitting "Corporations Law" and substituting "Corporations Act". 3.    Section 13(1)(b) is amended by omitting "Corporations Law" and substituting "Corporations Act". 4.    Schedule 1 is amended as follows: (a) by omitting from clause 2(a) "Corporations Law" and substituting "Corporations Act"; (b) by omitting from clause 2(b) "Law" and substituting "Act"; (c) by omitting from clause 3 "Corporations Law" first occurring and substituting "Corporations Act"; (d) by omitting from clause 3(b) "Corporations Law" and substituting "Corporations Act". 1.    Section 15(2) is amended by omitting " Corporations Law " and substituting "Corporations Act". 2.    Section 21(2) is amended by omitting " Corporations Law " and substituting "Corporations Act". 1.    Section 3(1) is amended by omitting " Companies (Tasmania) Code " from the definition of officer and substituting "Corporations Act". 1.    Section 4 is amended by omitting paragraph (c) from the definition of securities and substituting: (c) interests in a registered scheme within the meaning of the Corporations Act – 1.    Section 3(1) is amended by omitting " section 7 (5) of the Companies (Tasmania) Code " from the definition of related corporation and substituting "section 50 of the Corporations Act". 2.    Section 17A(1) is amended by omitting "Notwithstanding anything in the Companies (Tasmania) Code or in the memorandum or articles of association of a trustee company, a" and substituting "A". 3.    Section 18E(e) is amended by omitting " Part III of the Securities Industry (Tasmania) Code " and substituting "Part 7.2 of the Corporations Act". 4.    Section 29(1) is amended by omitting "Notwithstanding anything contained in the Companies (Tasmania) Code or in the memorandum or articles of association of a trustee company, no" and substituting "No". 5.    Section 34A is amended as follows: (a) by omitting "under Division 3 of Part VI of the Companies (Tasmania) Code " from the definition of appointed auditor in subsection (1) ; (b) by omitting from subsection (2) " Companies (Tasmania) Code " and substituting "Corporations Act"; (c) by omitting from subsection (3) " section 285 of the Companies (Tasmania) Code " and substituting "section 308 of the Corporations Act"; (d) by omitting paragraph (a) from subsection (3) ; (e) by omitting from subsection (3)(b) " Companies (Tasmania) Code " twice occurring and substituting "Corporations Act"; (f) by omitting from subsection (3)(d) " paragraph (a) or (b) ," and substituting " paragraph (b) ,"; (g) by omitting from subsection (4)(a) " Division 3 of Part VI of the Companies (Tasmania) Code " and substituting "Division 3 of Part 2M.3 of the Corporations Act"; (h) by omitting paragraph (b) from subsection (4) and substituting the following paragraph: (b) an audit required by this section and the keeping of the accounting records of a trustee company relating to its trust estates are declared to be applied Corporations legislation matters for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the Corporations Act. 1.    Section 3 is amended by omitting " Corporations Law " from the definition of subsidiary and substituting "Corporations Act". 2.    Section 4 is repealed. 3.    Section 14(1)(b) is amended by omitting " Corporations Law " and substituting "Corporations Act". 4.    Part 2 of Schedule 1 is amended as follows: (a) by omitting from clause 2(a) " Corporations Law " and substituting "Corporations Act"; (b) by omitting from clause 3 " Corporations Law " first occurring and substituting "Corporations Act"; (c) by omitting from clause 3(b) " Corporations Law " and substituting "Corporations Act"; (d) by omitting from clause 8 " Corporations Law " and substituting "Corporations Act". 1.    Section 5(1)(a) is amended by omitting " Corporations Law " and substituting "Corporations Act". 2.    Section 15(1)(e) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 13(a) is amended as follows: (a) by omitting "Corporations Law" and substituting "Corporations Act"; (b) by omitting "Law" second occurring and substituting "Act". 2.    Section 22 is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Section 4(a) is amended by omitting " Companies (Tasmania) Code " and substituting "Corporations Act". 1.    Section 37(1) is amended by omitting "the Companies (Tasmania) Code , any other Code, or". 2.    Section 56(3) is amended by omitting " section 528 of the Companies (Tasmania) Code " and substituting "sections 109X and 601CX of the Corporations Act". 1.    Section 291(1) is amended by omitting "Corporations Law" from the definition of officer and substituting "Corporations Act". 1.    Section 2(1) is amended by omitting "Law of Victoria" from the definition of company and substituting "Act". 1.    Section 30(4) is amended by omitting " section 331 or section 441 of the Companies (Tasmania) Code " and substituting "section 433 or section 556 of the Corporations Act". 2.   Section 126 is amended as follows: (a) by omitting from subsection (1)(b)(ii) "official management, under the provisions of the Companies (Tasmania) Code" and substituting "administration, under the provisions of the Corporations Act"; (b) by omitting from subsection (2)(b)(ii) "official management, under the provisions of the Companies (Tasmania) Code" and substituting "administration, under the provisions of the Corporations Act". 3.    Section 159(3) is amended by omitting " section 528 of the Companies (Tasmania) Code " and substituting "sections 109X and 601CX of the Corporations Act". 1.    Section 9(8) is amended by omitting " Australian Securities and Investments Commission Act 1989 " and substituting " Australian Securities and Investments Commission Act 2001 ". Schedule 2Consequential Amendments

Section 4

1.    Clause 4(1)(b) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Regulation 3(1) is amended by omitting "Law of Tasmania" from paragraph (b) of the definition of approved auditor and substituting "Act". 1.    Clause 4(1)(b) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Regulation 2(1) is amended by omitting "Corporations Law" from the definition of auditor and substituting "Corporations Act". 2.    Regulation 25(1)(a) is amended as follows: (a) by omitting "Companies (Tasmania) Code" and substituting "Corporations Act"; (b) by omitting "section 6(5)" and substituting "section 50". 1.    Regulation 4(c) is amended by omitting "Corporations Law)" and substituting "Corporations Act)". 2.    Regulation 11 is amended as follows: (a) by omitting "Corporations Law" and substituting "Corporations Act"; (b) by omitting "omitted "before the commencement of Part 5.7B"" and substituting "omitted "before 23 June 1993"". 3.    Regulation 12 is rescinded and the following regulation is substituted: 12Application of Corporations Act provisions and requirements for accounts and accounting records (1) Accounts, financial records and audits in relation to a cooperative are declared to be applied Corporations legislation matters for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to Parts 2F.3, 2M.2, 2M.3, 2M.4 and 2M.7 of the Corporations Act, subject to the modifications prescribed by the Act and Schedule 3 to these regulations. (2) For the purposes of section 238(1) of the Act, a cooperative must – (a) keep accounting records and prepare accounts and consolidated accounts as required by the provisions referred to in subregulation (1) (as modified); and (b) ensure that those accounts are audited in accordance with those provisions. 4.    Regulation 16(2) is amended by omitting "Law adopted by" and substituting "Act applying pursuant to". 5.    Regulation 27 is amended as follows: (a) by omitting paragraph (a) and substituting the following paragraph: (a) section 461(1)(h) of the Corporations Act applies as if for "ASIC has stated in a report prepared under Division 1 of Part 3 of the ASIC Act that, in its opinion:" there were substituted "the Commissioner has, as a result of an inquiry held under Division 2 or 4 of Part 15 of the Cooperatives Act 1999 , stated that –"; (b) by omitting from paragraph (b) "Corporations Law" first occurring and substituting "Corporations Act"; (c) by omitting subparagraphs (i) and (ii) from paragraph (b) and substituting the following subparagraphs: (i) for "Where ASIC is investigating, or has investigated, under Division 1 of Part 3 of the ASIC Act:" there were substituted "Where the Commissioner is holding or has held an inquiry under Division 2 or 4 of Part 15 of the Cooperatives Act 1999 in relation to –"; and (ii) for "ASIC may apply" there were substituted "the Commissioner may apply"; (d) by omitting from paragraph (c) "Corporations Law" and substituting "Corporations Act"; (e) by omitting from paragraph (c)(i) "struck out" and substituting "omitted"; (f) by omitting from paragraph (c)(ii) "struck out" and substituting "omitted"; (g) by omitting from paragraph (d) "Corporations Law" and substituting "Corporations Act". 6.    Regulation 34(1)(a)(iv) is amended by omitting "Corporations Law)" and substituting "Corporations Act)". 7.    Schedule 3 is amended by omitting "ADOPTED PROVISIONS – PARTS 2F.3, 2M.2, 2M.3, 2M.4 AND 2M.7 OF THE CORPORATIONS LAW" from the heading to that Schedule and substituting "APPLIED PROVISIONS – PARTS 2F.3, 2M.2, 2M.3, 2M.4 AND 2M.7 OF THE CORPORATIONS ACT". 8.    Clause 1 of Schedule 3 is amended as follows: (a) by omitting from subclause (1) "adopted provisions as modified by the" and substituting "provisions of the Corporations Act applying under the"; (b) by omitting from subclause (1) "Corporations Law" and substituting "Corporations Act"; (c) by omitting "Corporations Law)" from the definition of disclosing entity in subclause (1) and substituting "Corporations Act)"; (d) by omitting subclause (2) and substituting the following subclause: (2)Expressions used in the applied provisions as modified by the Act and this Schedule that are not defined in the Corporations Act have the same meaning as in the Act. (e) by omitting from subclause (3) "adopted" and substituting "applied"; (f) by omitting from subclause (3) "Corporations Law" and substituting "Corporations Act". 9.    Clause 2 of Schedule 3 is amended as follows: (a) by omitting "adopted" first occurring and substituting "applied"; (b) by omitting

Provision of Corporations Law amended How amended

from the column headings of the table and substituting the following:

Provision of Corporations Act amended How amended

(c) by omitting

section 300(8)(a) Strike out "and that is covered by subsection 241(2) or (3)".

from the table and substituting the following item:

section 300(8)(a) Strike out "and that is covered by subsection 199A(2) or (3)".

(d) by omitting the following items

section 300(8)(b)	Strike out "and that is covered by subsection 241A(3)".
section 300(8)	Strike out "section 241" and substitute " section 227 of the Act".

(e) by omitting

section 300(10) Strike out "public company that is not a wholly-owned subsidiary of another company or of a recognised company" and substitute "cooperative that is not a wholly-owned subsidiary of another cooperative".

section 300(10) Strike out "public company that is not a wholly-owned subsidiary of another company" and substitute "cooperative that is not a wholly-owned subsidiary of another cooperative".

(f) by omitting

section 307(d)	Strike out this paragraph and substitute:
(d) whether the cooperative has kept registers as required by section 244 of the Act and other records as required by the Act (including provisions of this Law adopted by or under the Act).

section 307(d)	Strike out this paragraph and substitute:
(d) whether the cooperative has kept registers as required by section 244 of the Act and other records as required by the Act (including provisions of the Corporations Act applying under the Act).

(g) by omitting

section 311(a) Strike out "this Law" and substitute "the Act (including provisions of this Law adopted by or under the Act)".

section 311(a) Strike out "this Act" and substitute "the Act (including provisions of the Corporations Act applying under the Act)".

(h) by omitting

section 319	Strike out this section and substitute:
Lodgment of annual reports with Commissioner
319. Under the regulations made under the Act, a cooperative that has to prepare or obtain a report for a financial year under this Law (as adopted by or under the Act) must include in its annual report to the Commissioner for that year a copy of each such report.

section 319	Strike out this section and substitute:
Lodgment of annual reports with Commissioner
319. Under the regulations made under the Act, a cooperative that has to prepare or obtain a report for a financial year under the Corporations Act (as applying under the Act) must include in its annual report to the Commissioner for that year a copy of each such report.

(i) by omitting

section 324(12) Strike out "Where it is, in the opinion of the Commission, impracticable for a proprietary company to obtain the services of a registered company auditor as auditor of the company by reason of the place where the company carries on business, a" and substitute "A".

section 324(12)

Strike out "Where it is, in the opinion of ASIC, impracticable for a proprietary company to obtain the services of a registered company auditor as auditor of the company by reason of the place where the company carries on business, a" and substitute "A".

Strike out "ASIC", second and third occurring, and substitute "the Commissioner".

(j) by omitting

Division 1A (sections 331AA to 331AE) Strike out this Division.

Division 2 (sections 331AA to 331AE) Strike out this Division.

10.    Schedule 6 is amended as follows: (a) by omitting "Law as adopted" from item 17 in the table and substituting "Act as applied"; (b) by omitting "section 1018" from item 23 in the table and substituting "section 718"; (c) by omitting item 24 ; (d) by omitting "sections 575 or 577 of the Corporations Law" from item 40 in the table and substituting "sections 601AE or 601AF of the Corporations Act". 1.    Schedule 1 is amended by omitting "Corporations Law" from paragraph (a) of the definition of auditor in clause 1 of Part 1 and substituting "Corporations Act". 1.    Rule 40(1)(d)(ii) is amended by omitting "The Corporations Law of the Commonwealth" and substituting "the Corporations Act". 1.    Regulation 38(1) is amended by omitting "Companies (Tasmania) Code" and substituting "Corporations Act". 2.    Regulation 175(2) is amended by omitting "Companies Act 1962" and substituting "Corporations Act". 1.    Regulation 3 is amended as follows: (a) by omitting "Corporations Law" from the definition of State-owned company in subregulation (1) and substituting "Corporations Act"; (b) by omitting from subregulation (6) "Corporations Law" and substituting "Corporations Act"; (c) by omitting from subregulation (6) "Law" second occurring and substituting "Act". 1.    Rule 3 is amended by omitting "Corporations Law" from the definition of corporation and substituting "Corporations Act". 2.    Rule 68(2) is amended by omitting "Corporations Law" and substituting "Corporations Act". 1.    Regulation 5(i) is amended by omitting "Companies (Tasmania) Code" and substituting "Corporations Act". 2.    Regulation 8(f) is amended by omitting "Companies (Tasmania) Code" and substituting "Corporations Act".

[Second reading presentation speech made in:

House of Assembly on 19 JUNE 2001

Legislative Council on 21 JUNE 2001]