Corporations (Consequential Amendments) Act 2001 (Vic)

Corporations (Consequential Amendments) Act

2001

Act No. 44/2001

TABLE OF PROVISIONS

Section Page

1. Purpose 1
2. Commencement 2
3. Consequential amendments 2
4. Statute law revision 2

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SCHEDULE 3

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ENDNOTES 84

Victoria

No. 44 of 2001

Corporations (Consequential

Amendments) Act 2001†

[Assented to 27 June 2001]

The Parliament of Victoria enacts as follows:
1. Purpose
The purpose of this Act is to amend Victorian Acts as a consequence of the enactment by the Parliament of the Commonwealth of new
corporations legislation and new ASIC legislation.

Corporations (Consequential Amendments) Act 2001

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2. Commencement
This Act comes into operation when the originally enacted, comes into operation.

3. Consequential amendments
An Act specified in the heading to an item in the Schedule is amended, on commencement of that item or a provision of an item, as set out in that
item or provision.

4. Statute law revision
In section 4(1) of the Co-operatives Act 1996, in
the definition of "foreign co-operative", for
paragraph (b) substitute—
"(b) an authorised deposit-taking institution or a
foreign ADI within the meaning of the
Banking Act 1959 of the Commonwealth;".

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SCHEDULE

Section 3

CONSEQUENTIAL AMENDMENTS

1. Accident Compensation (WorkCover Insurance) Act 1993

1.1 In section 66(1)—

(a) for paragraph (a) substitute—
"(a) if the employer and the other corporation are related bodies corporate within the meaning of the Corporations Act; or";

(b)

in paragraph (d), for "if the other corporation is, by reason of the Corporations Law, to be deemed to be related to another corporation" substitute "if the other
corporation is a related body corporate (within the
meaning of the Corporations Act) of another
corporation".

1.2 In section 66(2), for paragraph (a) substitute—

"(a) if the employer and the other corporation are not

related bodies corporate within the meaning of the
Corporations Act; and".

2. Administration and Probate Act 1958
In section 3(1), for the definition of "State Trustees" substitute—
' "State Trustees" means State Trustees Limited (A.C.N.
064 593 148);'.

3. Agricultural and Veterinary Chemicals (Control of Use) Act 1992
In section 72(9), in the definition of "officer"—

(a) for paragraph (a) substitute—
"(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)

in paragraph (b), for "Corporations Law of Victoria" substitute "Corporations Act".

4. Agricultural Industry Development Act 1990
Corporations (Consequential Amendments) Act 2001

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In section 61(2), for "sections 528, 529 and 530 of the and 601CX of the Corporations Act".

5. Alcoa of Australia (W.A.) N.L. Act 1971
Section 3 is repealed.
6. Association for the Blind (Braille and Talking Book Library) Act 1993
In section 3, in the definitions of "Association" and
"Library", for "Corporations Law" substitute
"Corporations Act".

7. Associations Incorporation Act 1981
7.1 In section 10(1), for "Corporations Law of Victoria"
substitute "Corporations Act that is taken to be registered in
Victoria".

7.2 In section 31A, for paragraph (a) substitute—

"(a) a company within the meaning of the Corporations Act that is taken to be registered in Victoria; or".

7.3 In section 31AB, after sub-section (5) insert—

"(6) Any direction of the Registrar under sub-section (1) for an incorporated association to become registered as a prescribed body corporate within the meaning of section 31A(a) that is in force immediately before the commencement of item 7.2 of the Schedule to the
Corporations (Consequential Amendments) Act 2001 has effect on and after that commencement as if it referred to a prescribed body corporate within the meaning of that section as amended by that item.".
7.4 In section 36B(3), for "Corporations Law" substitute "Corporations Act".
7.5 For Division 4 of Part VIII substitute—
"Division 4—Application of Corporations Legislation

36D. Declaration of applied Corporations legislation
matter
(1) The winding up of an incorporated association under

Division 1 or 3 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 Parts 5.5

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(Voluntary winding up) and 5.6 (Winding up
generally) of the Corporations Act, subject to the
following modifications—

(a)

the modifications referred to in sub-section (3); and

(b)

in the case of a winding up under Division 3, the provisions of Part 5.6 of the Corporations Act apply as if—
(i) section 513B were omitted;
(ii)  after paragraph (b) of section 532(1) there were inserted—
"or

(c) a person appointed by the Registrar as a liquidator of an incorporated association.";
(iii)  paragraph (c) of section 532(2) were omitted;
(iv)  in section 542(3), for paragraphs (b) and (c) there were substituted—
"(b) in the case of a winding up on the certificate of the Registrar—as the Registrar directs."; and

(c) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations
Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions.

(2) The winding up of an incorporated association (other
than by a voluntary winding up) by the Court under Division 2 is declared to be an applied Corporations legislation matter for the purposes of Part 3 of the
Corporations (Ancillary Provisions) Act 2001 in

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relation to the provisions of Part 5.7 (Winding up
bodies other than companies) of the Corporations Act,
subject to the following modifications—

(a) the modifications referred to in sub-section (3); and
(b) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations
Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions.

(3) The following modifications to the text of the
Corporations Act apply for the purposes of sub- sections (1) and (2)—

(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 registered address of an incorporated association;
(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 Registrar;

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(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 lodgement of a document is to be read as a reference to lodgement of that document with the Registrar;

(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.".

7.6 For section 53 substitute—
"53. Incorporated association excluded from Corporations
legislation

(1) An incorporated association is declared to be an
Corporations Act in relation to the whole of the

excluded matter for the purposes of section 5F of the referred to in sub-section (2).
(2) Sub-section (1) does not apply—

(a)

so as to exclude an incorporated association that is a company under the Corporations Act from the provisions of Part 5A.1 (Deregistration) of that Act (other than section 601AD(2), (3) and (4));

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(b)

if the incorporated association is authorised or directed under Part VIIA to become registered as a company under that Act—to the extent
necessary for an association to be registered as
a company under Chapter 5B of that Act.
Note: This section ensures that neither the
Corporations Act nor Part 3 of the ASIC Act will apply in relation to an incorporated association, other than as provided in sub- section (2). Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation other than to a specified extent, then that legislation will not apply, except to the specified extent, in relation to that matter in the State concerned. However, other provisions of this Act apply certain provisions of the Corporations legislation to incorporated associations as laws of this State.

(3) Sub-section (1) extends to a company within the

meaning of the Corporations Act as soon as it
becomes an incorporated association under this Act.

(4) Sub-section (1) has effect only for so long as a body
is an incorporated association under this Act.".

8. Australian Catholic University (Victoria) Act 1991

In section 3—

(a) for the definition of "constituent documents" substitute—
' "constituent documents" in relation to the University, means the constitution of the company within the meaning of the Corporations Act known as the Australian Catholic University Limited, being a company that is taken under that Act to be registered in Victoria;';

(b)

in the definition of "University", for "incorporated in Victoria" substitute "taken, under the Corporations Act, to be registered in Victoria".

9. Australian Grands Prix Act 1994
In section 49—

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(a)

in sub-section (2) omit "incorporated under the Corporations Law of Victoria";

(b)

in sub-section (5), in the definition of "associate", in paragraph (a)(ii), for "Corporations Law" substitute "Corporations Act".

10. Ballarat (Sovereign Hill) Land Act 1970
In section 5G(3), for paragraph (c) substitute—
"(c) must be audited by a person registered as an auditor under Part 9.2 of the Corporations Act.".

11. Barley Marketing Act 1993
In section 87, for "its annual report under the Corporations Law" substitute "each financial report and directors' report it prepares under Chapter 2M of the Corporations Act".

12. Business Names Act 1962
12.1 In section 4(1)—

(a)

in the definition of "corporation", for "Corporations Law" substitute "Corporations Act";

(b)

in the definition of "secretary", for "Corporations Law, means the agent of that company appointed for the purposes of the Corporations Law" substitute "Corporations Act, means a local agent of that company appointed for the purposes of that Act".

12.2 In section 5A(1), for paragraph (c) substitute—

"(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 1961; or
(ii) section 227(2)(c) or (d) of the Companies (Victoria) 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.".
12.3 In section 9(2), for "Corporations Act 1989 of the
Commonwealth" substitute "Corporations Act".

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12.4 In sections 19(1)(d) and 26(2), for "Corporations Law"
substitute "Corporations Act".

13. Cancer Act 1958
In section 29(2), for "persons being registered company auditors within the meaning of the Companies (Victoria) Code" substitute "persons who are registered as auditors under Part 9.2 of the Corporations Act".

14. Chattel Securities Act 1987
In sections 8(1) and 10(2), for "Corporations Law"
(wherever occurring) substitute "Corporations Act".

15. Children and Young Persons Act 1989
In section 277, for sub-section (3) substitute—

"(3)

If the person to be served is a company or registered body (within the meaning of the Corporations Act), the document may be served on that person in
accordance with section 109X or 601CX of that Act,
as the case requires.".

16. Cinemedia Corporation Act 1997
16.1 In section 8(2)(b), for "Australian Securities Commission"
substitute "Australian Securities and Investments
Commission".

16.2 In section 8, for sub-section (3) substitute—

"(3) For the purposes of sub-section (2), the Corporation

has a controlling interest in a company if the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.".

16.3 In section 9(2), for "Corporations Law" substitute

"Corporations Act".
17. Club Keno Act 1993 17.1 In section 3—
(a) for the definition of "company" substitute—

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' "company" means a company within the meaning

of the Corporations Act that is taken to be
registered in Victoria;';

(b)

in the definition of "subsidiary", for "Corporations Law" (where twice occurring) substitute "Corporations Act".

17.2 In section 3A, for sub-section (1) substitute—

"(1) Subject to section 3B, the Minister, on the

recommendation of the trustees, may declare a
company within the meaning of the Corporations Act
that is—

(a) taken to be registered in Victoria; and
(b) a wholly-owned subsidiary of the trustees; and
(c) approved by the Authority—
to be a participant for the purposes of this Act.".

17.3 In section 3A, after sub-section (6) insert—

"(7) A declaration that was in effect under this section

immediately before the commencement of the
Corporations (Consequential Amendments) Act
2001 continues to have effect, subject to this section,
after that commencement.".

18.  Co-operatives Act 1996 18.1 In section 4(1)—

(a)

insert the following definitions— ' "financial records" includes—

(a)

invoices, receipts, orders for the payment of money, bills of exchange, cheques, promissory notes and vouchers; and
(b) documents of prime entry; and

(c) working papers and other documents needed to explain—
(i)  the methods by which financial statements are made up; and
(ii)  adjustments to be made in preparing financial statements;

"financial statements" means—

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(a) a profit and loss statement; and
(b) a balance sheet; and
(c) a statement of cash flows; and

(d)
under the Corporations Act applying
under this Act—a consolidated profit and
if required by the accounting standards statement of cash flows;';

(b)

the definitions of "accounting records" and "accounts" are repealed;

(c)

in the definition of "deed of arrangement", for "Corporations Law as adopted and applying" substitute "Corporations Act as applying";

(d)

in the definition of "foreign co-operative", for "Corporations Law" substitute "Corporations Act";

(e)

in the definition of "officer", in paragraph (f)(i), for "Corporations Law as adopted and applying" substitute "Corporations Act as applying";

(f)

in the definition of "records", for "accounts, accounting records" substitute "financial records, financial statements";

(g)

in the definition of "subsidiary", for "Corporations Law" substitute "Corporations Act".

18.2 In section 4, after sub-section (2) insert—

"(3) A reference in this Act to the Corporations Act or a
provision of the Corporations Act applying under this
Act (or a part of this Act) is a reference to that Act or
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.".
18.3 In Part 1, for Division 4 substitute—
'Division 4—Application of Corporations Act to
Co-operatives

8. Definitions

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In this Division—
"excluded Corporations legislation provision"

means any provision of the Corporations
legislation that does not apply to co-operatives
as a law of the Commonwealth.

9. Excluded matter
(1) A co-operative 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 this section.
Note: This section ensures that neither the
Corporations Act nor Part 3 of the ASIC Act will apply in relation to a co-operative, other than to the extent specified in this section.
Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the
Corporations legislation other than to a specified extent, then that legislation will not apply, except to the specified extent, in relation to that matter in the State concerned. However, other provisions of this Act apply certain provisions of the Corporations legislation to co- operatives as laws of this State.

(2) Sub-section (1) does not exclude the application of

the following provisions of the Corporations
legislation to co-operatives 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; or
(b) provisions that relate to the role of a co-operative in the formation of a company; or
(c)
provisions that relate to substantial in a company; or

(d)

provisions that confer or impose functions on a co-operative as a member, or former member, of a corporation; or

(e)

provisions that relate to dealings by a co-operative in securities of a body corporate,

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other than securities of the co-operative itself; or

(f) provisions that confer or impose functions on a co-operative in its dealings with a corporation, not being dealings in securities of the
co-operative; or

(g)

provisions that relate to securities of a co-operative, other than shares in, debentures of or deposits with a co-operative; or
(h) provisions relating to the futures industry; or
(i) provisions relating to participants in the securities industry; or

(j) provisions relating to the conduct of securities business; or
(k) provisions relating to dealers' financial statements and audit; or
(l) provisions relating to money and scrip of dealers' clients; or
(m) provisions relating to registers of interests in securities.
(3) To remove doubt it is declared that sub-section (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 co-operative—

(a) Part 1.2A (Disclosing entities);
(b) Chapter 2L (Debentures);
(c) Chapter 6D (Fundraising);
(d) Part 7.11 (Conduct in relation to securities).
(4) Sub-section (1) does not apply if the co-operative is directed by an order of the Supreme Court under section 93(i) to become registered as a company under the Corporations Act—to the extent necessary
for a co-operative to be registered as a company under
Chapter 5B of that Act.
10. Applying the Corporations legislation to co-operatives
(1) The regulations may declare any matter relating to co-operatives to be an applied Corporations

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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).
Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations
Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions.

(2) Without limiting sub-section (1), any such regulations
may—

(a)
other interpretative provisions of the
Corporations legislation relevant to any
specify modifications to the definitions and 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

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(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 meanings as they have in that Part.

11. Modifications 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 provision")
in relation to any provisions of the Corporations
legislation (the "applied provisions"), the
declaratory provision is taken to specify the following
modifications—

(a)

a reference in the applied provisions to articles or memorandum of association is to read as a reference to rules;

(b)

a cross-reference in the applied provisions 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 in the applied provisions to the Gazette is to be read as a reference to the Government Gazette;

(d)

a reference in the applied provisions to the Commonwealth is to be read as a reference to Victoria;

(e)

any of the applied provisions that are not relevant to co-operatives or that are incapable of application to co-operatives are to be ignored;

(f)

modifications directed by the Registrar under sub-section (2).

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(2) The Registrar may, by order published in the Government Gazette, give directions as to the modifications that are necessary or desirable for the

effectual operation of the applied provisions.'.
18.4 In section 22(a), for "Corporations Law of Victoria"
substitute "Corporations Act".
18.5 In section 70(4), for "Corporations Law" substitute "Corporations Act".
18.6 In section 93(i), for "Corporations Law of Victoria"
substitute "Corporations Act".
18.7 In section 135—

(a)

in paragraph (b), for "Corporations Law as adopted and applying" substitute "Corporations Act as applying";

(b)

in paragraph (f), for "Corporations Law" substitute "Corporations Act".

18.8 In section 139, for sub-section (4) substitute—

"(4) The following provisions of the Corporations Act (as
applied by section 263 of this Act) do not apply to an
allotment or issue of debentures under this section—
(a) Chapter 2L (Debentures);
(b) Chapter 6D (Fundraising).".
18.9 In section 214(1)(b), for sub-paragraph (iii) substitute— "(iii) of any offence under section 184, 344, 590, 592,
670A or 728 of the Corporations Act; or".
18.10 In section 214(2), for paragraphs (b), (c) and (d)
substitute—
"(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).".

18.11 In section 214, for sub-section (8) substitute—

"(8) Subject to this section, a co-operative is declared to
be an applied Corporations legislation matter for the

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purposes of Part 3 of the Corporations (Ancillary Part 2D.6 (Disqualification from managing corporations) 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 co-operatives;

(b)

any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: See note under section 10(1).".
18.12 In section 220, in the definition of "officer", in paragraph

(f), for "Corporations Law as adopted and applying"
substitute "Corporations Act as applying".

18.13 For section 228 substitute—
"228. Application of Corporations Act provisions
concerning officers of co-operatives
A co-operative is declared to be an applied Act 2001 in relation to sections 589 to 598 and 1307 of the Corporations Act, subject to the following modifications—
Corporations legislation matter for the purposes of

(a)

a reference in those sections to a company is to be read as a reference to a co-operative;

(b)

a reference in those sections to ASIC is to be read as a reference to the Registrar;

(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.
Note: See note under section 10(1).".

18.14 In the heading to Division 5 of Part 9, for "Accounts"
substitute "Financial statements, reports".
18.15 For section 238 substitute—

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'238. Requirements for financial records, statements and
reports
(1) 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 Part 2F.3, sections 249K and 249V and Chapter 2M of the Corporations Act,
subject to the following modifications—

(a)

a reference in those provisions to a company or to a public company is to be read as a reference to a co-operative;

(b)

a reference in those provisions to the Court is to be read as a reference to the Supreme Court;

(c)

a reference in those provisions to "prescribed" is to be read as a reference to "approved by the Registrar";

(d)

a reference in those provisions to securities is to be read as a reference to debentures;

(e)

any offence created in respect of those provisions is the offence set out in sub-section (2);

(f)

any penalty for the offence referred to in paragraph (e) is the penalty set out in sub- section (2);

(g)

those provisions apply as if sections 293, 294, 300(8), 300(9), 301(2), 340, 341 and 342 of the Corporations Act were omitted;

(h)

any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: See note under section 10(1).
(2) A co-operative must—

(a)

keep financial records and prepare financial statements and financial reports as required by this Act and the regulations; and

(b)

ensure that those financial statements and financial reports are audited in accordance with this Act and the regulations.

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Penalty: 20 penalty units.

(3) Without limiting the matters for which regulations

under this section may make provisions, the
regulations may make provisions for or with respect
to the following—

(a)

requiring the submission of financial statements and financial reports to the Australian Accounting Standards Board;

(b)

requiring the adoption by a co-operative of the same financial year for each entity that the co- operative controls.'.

18.16 In section 240, for "Corporations Law" substitute

"Corporations Act".
18.17 In section 242(1)(b), for "accounts, consolidated accounts"
substitute "financial statements, financial reports". 18.18 In section 249(1), for "accounts" (wherever occurring)
substitute "financial statements".
18.19 In section 262(3), for "Corporations Law (as adopted"

substitute "Corporations Act (as applied".

18.20 For section 263 substitute—
"263. Application of Corporations Act to issues of
debentures
(1) Subject to sub-section (2), the debentures of a co- operative 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 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)

those provisions apply as if a co-operative were a company; and

(b)

a reference in those provisions to a corporation includes a reference to a co-operative; and

(c)

a reference in those provisions to ASIC is a reference to the Registrar.
Note: See note under section 10(1).

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(2) The provisions of the Corporations Act made

applicable to the debentures of a co-operative by this
section do not apply to the following—

(a) a loan to which section 267 applies;

(b)

an issue of debentures of a co-operative that is made—
(i) solely to members; or
(ii) solely to members and employees of the co-operative; or
(iii) to a person who on becoming an inactive member of the co-operative 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 Registrar may exempt a co-operative from any of

the requirements of the Corporations Act applied by
this section or by section 10.".

18.21 For section 266 substitute—
"266. Application of Corporations Act—re-issue of
redeemed debentures
Debentures issued by a co-operative 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 co-operative were a company.
Note: See note under section 10(1).".

18.22 In section 275(1)(b), for "Corporations Law" substitute
"Corporations Act".
18.23 In section 286(1)—

(a)

for "Corporations Law" substitute "Corporations Act";
(b) for "that Law" substitute "that Act".

18.24 In section 286(2) for "Corporations Law" (wherever occurring) substitute "Corporations Act".

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18.25 In section 290(1)(b), for "Corporations Law" substitute
"Corporations Act".
18.26 In section 294(1) and (2)(b), for "Corporations Law"
substitute "Corporations Act".
18.27 In section 294(8), after "Law" insert "as applying on
12 March 2000".
18.28 In sections 295, 306(a), 313(1), 314(2) and 315(4), for "Corporations Law" substitute "Corporations Act".
18.29 For section 316 substitute—
'316. Application of Corporations Act to winding up
The winding up or dissolution 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 Parts 5.4 to 5.7 and Chapter 5A of the Corporations Act, subject to the following
modifications—

(a)

a reference in 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 those provisions to ASIC is to be read as a reference to the Registrar;

(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 Registrar has, as a result of an inquiry conducted under Division 2 or Division 4 of Part 15 of the Co-operatives Act 1996, 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 Registrar is holding or has held an inquiry under Division 2 or Division 4 of Part 15 of the Co-operatives Act 1996 in relation to—";

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(e) section 513B (Voluntary winding up) is to be considered to be amended by inserting after paragraph (d)—
"(da) if the winding up is on the certificate of the Registrar—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 co-operative 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 Registrar under section 314 of the Co-operatives Act 1996— with the consent of the Registrar.";

(h) a reference in those provisions to a registered liquidator is to be read as including a reference to a person approved by the Registrar as a liquidator of a co-operative;
(i) a reference in those provisions to Part 2F.1 (Oppressive conduct of affairs) of the Corporations Act is to be read as a reference to Division 5 (Oppressive conduct of affairs) 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 Registrar, the winding up is to be considered to be a voluntary winding up (but section 490 (When company cannot be wound up voluntarily) of the Corporations Act does not apply);

(k)

those provisions are to be read subject to sections 76 (Liability of members to co-operative) and 322 (Liability of member to contribute in a winding up where shares forfeited etc.) of this Act for the purposes of determining the liability of members and

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former members to contribute on a winding up of a co-operative;

(l)

any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: See note under section 10(1).'.

18.30 In section 320, for "Corporations Law" substitute

"Corporations Act (as applied by this Division)".
18.31 For Division 4 of Part 12 substitute—
"Division 4—Administration of Co-operative—Application
of Corporations Act

323. Application of Corporations Act to winding up
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 Part 5.3A
(Administration of a company's affairs with a view to
executing a deed of company arrangement) and
Division 3 of Part 5.9 (Provisions applying to various
kinds of external administration) of the Corporations
Act, subject to the following modifications—

(a)

those provisions are to be read as if a co- operative were a company;

(b)

those provisions are to be read as including the provisions of section 324 of this Act;

(c)

a reference in those provisions to sections 128 and 129 of the Corporations Act is to be read as a reference to sections 43 to 45 and 47 of this Act;

(d)

a reference in those provisions to an administrator appointed under a provision of Part 5.3A is to be read as including a reference to an administrator appointed by the Registrar under the provision included by paragraph (b);

(e)

a reference in those provisions to ASIC is to be read as a reference to the Registrar;

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(f)

any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: See note under section 10(1).".

18.32 For section 338 substitute—
"338. Application of Corporations Act concerning insolvent
co-operatives
A co-operative is declared to be an applied (Recovering property or compensation for the benefit of creditors of insolvent company) of the Corporations Act (other than section 588G (Director's duty to prevent insolvent trading by company)), subject to the following modifications—
Corporations legislation matter for the purposes of
Part 3 of the Corporations (Ancillary Provisions)

(a)

those provisions are to be read as if a co-operative were a company;

(b)

a reference in those provisions to any provision of sections 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 Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.

Note: See note under section 10(1).".

18.33 Insert the following heading to section 344—
"Application of Corporations Act to person appointed". 18.34 In section 344, for sub-section (2) substitute—
"(2) A person appointed to administer a compromise or
arrangement is declared to be an applied Corporations relation to section 536 (Supervision of liquidators) of the Corporations Act as if—
legislation matter for the purposes of Part 3 of the

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(a)

the appointment were an appointment as a liquidator of the co-operative;

(b)

a reference in that section to a liquidator were a reference to that person;

(c)

a reference in that section to ASIC were a reference to the Registrar.
Note: See note under section 10(1).".
18.35 In section 352(2)(b), for "Corporations Law" substitute
"Corporations Act".

18.36 In section 359, for sub-section (3) substitute—

"(3) Anything paid or transferred to the Registrar under
sub-section (2) is declared to be applied Corporations relation to the provisions of Part 9.7 (Unclaimed property) of the Corporations Act, subject to the following modifications—
legislation matter for the purposes of Part 3 of the

(a)

a reference in those provisions to unclaimed property is to be read as a reference to the thing paid or transferred to the Registrar under sub- section (2);

(b)

a reference in those provisions to ASIC is to be read as a reference to the Registrar;

(c)

a reference in those provisions to the Commonwealth is to be read as a reference to Victoria;

(d)

any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: See note under section 10(1).".
18.37 In section 363, for "Corporations Law" substitute
"Corporations Act (as applied under this Act)". 18.38 In sections 401(3) and 407(2), for "Corporations Law, as
adopted and applying" substitute "Corporations Act as
applying".
18.39 In section 415(a), for "accounts or accounting records"
substitute "financial records or financial statements".

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18.40 In section 451(4)(f), for "Australian Securities Commission"
substitute "Australian Securities and Investments
Commission".

18.41 In Schedule 1, in item 18 of clause 1, for "accounts"
substitute "financial statements".
18.42 In Schedule 2, in clause 16, for "Corporations Law"
substitute "Corporations Act".
18.43 In Schedule 3—

(a)

in clause 1, in the definition of "marketable security", for "Corporations Law" substitute "Corporations Act";

(b)

in clause 26, in the definition of "relevant day", in paragraph (a), for "Corporations Law (as adopted and applying" substitute "Corporations Act (as applying";

(c)

in clause 27(1)(c), for "Corporations Law as adopted and applying" substitute "Corporations Act as applying";

(d)

in clauses 28(1)(b) and 31(1)(c), for "Corporations Law (as adopted and applying" substitute "Corporations Act (as applying".

18.44 In Schedule 4—

(a)

in clause 1, in the definition of "administrator", for "Corporations Law, as adopted and applying" substitute "Corporations Act, as applying";

(b)

in clause 3(1)(d), for "Corporations Law" substitute "Corporations Act";

(c)

in clause 11(1)(d), for "accounting records" substitute "financial records";

(d)

in clause 24(2)(a), for "section 562 of the Corporations Law (as adopted and applying" substitute "section 556 of the Corporations Act (as applying";

(e)

in clause 24(2)(c), (3) and (7), for "Corporations Law (as adopted and applying" substitute "Corporations Act (as applying".

18.45 In Schedule 5, at the end of clause 18 insert—

"(2) A reference in any other Act, or regulation or any other document to a foreign society registered under

Corporations (Consequential Amendments) Act 2001
Act No. 44/2001

Part XI of the Co-operation Act 1981 is deemed on and from the commencement of clause 18 of this Schedule to be and always to have been on and from that commencement a reference to a foreign co- operative registered under Part 14 of this Act.".
18.46 In Schedule 5, after clause 18 insert—
"19. Transitional provision—Corporations (Consequential

Amendments) Act 2001

An order of the Supreme Court under section 93(i) that is in force immediately before the commencement of item 18.6 of the Schedule to the Corporations (Consequential Amendments) Act 2001 has effect on and after that commencement as if it were an order made under that section as amended by that item.".
19. Co-operative Housing Societies Act 1958 19.1 In section 4, sub-sections (2) and (3) are repealed.

19.

2 After section 4 insert— "4A. Societies excluded from Corporations legislation
The following matters are declared to be excluded
matters for the purposes of section 5F of the
Corporations Act in relation to the whole of the
Corporations legislation—
(a) a co-operative housing society;
(b) securities of a co-operative housing society.
Note: This section ensures that neither the
Corporations Act nor Part 3 of the ASIC Act will apply in relation to a co-operative housing society or securities of a co-operative housing society. Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation, then that legislation will not apply in relation to that matter in the State concerned. However, other provisions of this Act apply certain provisions

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of the Corporations legislation to co-operative
housing societies as laws of this State.".
19.3 In section 9, for "Corporations Law" (wherever occurring),
substitute "Corporations Act".

19.4 In section 56, for sub-section (2) substitute—

"(2) The auditor must be a person registered as an auditor under Part 9.2 of the Corporations Act and approved by the registrar, but an officer of the society is not
capable of being appointed its auditor.".
19.5 In section 59, for sub-section (2) substitute—
"(2) The winding up of a co-operative housing society

voluntarily or on the certificate of the registrar under
sub-section (4) 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 Parts 5.5,
5.6, 5.7B, 5.8, 5.8A and 5.9 of the Corporations Act,
subject to the following modifications—

(a) those provisions are to be read as if a co-operative housing society were a company;
(b) a reference in those provisions to ASIC is to be read as a reference to the registrar;
(c) a reference in those provisions to a special resolution is to be read as a reference to a special resolution under this Act;
(d) a reference in those provisions to a registered liquidator is to be read as a reference to a person approved by the registrar under sub- section (2AA);
(e) in the case of a winding up upon the certificate of the registrar—
(i) a reference in those provisions to the liquidator is to be read as a reference to the liquidator appointed under sub- section (6);
(ii) any vacancy occurring in the office of liquidator is to be filled by appointment by the registrar;

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(iii) the winding up is deemed to commence at the date of the certificate of the registrar;

(f) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations
Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions.

(2AA) The registrar may approve a person to be a liquidator of co-operative housing societies, having regard to the person's experience and capacity.".
19.6 In section 59(3), for "Companies (Victoria) Code" substitute "Corporations Act as applying under this section".
19.7 In section 59, for sub-section (7) substitute—
"(7) The winding up of a co-operative housing society by
the court 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 Parts 5.4, 5.4A, 5.4B, 5.6,
5.7B, 5.8, 5.8A and 5.9 of the Corporations Act,
subject to the following modifications—

(a)

those provisions are to be read as if a co-operative housing society were a company;

(b)

a reference in those provisions to ASIC is to be read as a reference to the registrar;

(c)

a reference in those provisions to a registered liquidator is to be read as a reference to a person approved by the registrar under sub- section (2AA);

(d)

a reference in those provisions to the Court is to be read as a reference to the Supreme Court;

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(e)

any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.

Note: See note under sub-section (2).".
19.8 In section 59, for sub-section (8) substitute—

"(8) A co-operative housing society is declared to be an
purposes of Part 3 of the Corporations (Ancillary
Provisions) Act 2001 in relation to the provisions of

applied Corporations legislation matter for the subject to the following modifications—

(a)

those provisions are to be read as if a co-operative housing society were a company;

(b)

a reference in those provisions to ASIC is to be read as a reference to the registrar;

(c)

a reference in those provisions to a director of a company is to be read as a reference to an officer of a co-operative housing society;

(d)

any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: See note under sub-section (2).".

20. Collusive Practices Act 1965
In section 2(2)(f), for "Companies (Victoria) Code" substitute "Corporations Act".

21. Confiscation Act 1997
21.1 In section 3, in the definition of "trustee" for "Corporations
Law of Victoria" substitute "Corporations Act". 21.2 In section 137(1)(b), for "Corporations Law" substitute
"Corporations Act".
22. Conservation, Forests and Lands Act 1987 22.1 Insert the following heading to section 90—
"Offences by bodies corporate and partnerships etc.". 22.2 In section 90(1), (2), (3) and (4), for "corporation" (wherever occurring) substitute "body corporate".

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22.3 In section 90(6), for the definition of "officer" substitute— ' "officer" of a body corporate has the same meaning as in
section 82A of the Corporations Act.".

23. Construction Industry Long Service Leave Act 1997

In section 3(1), in the definition of "director", for
"Corporations Law" substitute "Corporations Act".
24. Consumer Credit (Victoria) Act 1995 24.1 In section 3(1), in the definition of "externally-administered
body corporate", for "Corporations Law" substitute
"Corporations Act".
24.2 In section 30(3)(i), for "section 229(3) of the Corporations Law" substitute "section 206B of the Corporations Act".

25. County Court Act 1958
In section 84(2)(a), for "that interpretation in section 5(1) of
the Companies (Victoria) Code" substitute "the
Corporations Act".

26. Credit Act 1984
In section 5(1)—

(a)

in the definition of "commission charge", in paragraph (a), for "related corporation within the meaning of the Companies (Victoria) Code" substitute "related body corporate within the meaning of the Corporations Act";

(b)

in the definition of "guarantor", in paragraph (a), for "related corporation within the meaning of the Companies (Victoria) Code or a director or officer of such a related corporation" substitute "related body corporate within the meaning of the Corporations Act or a director or officer of such a related body corporate";

(c)

in the definition of "officer", for "section 5(1) of the Companies (Victoria) Code" substitute "section 82A of the Corporations Act".

27. Crown Land (Reserves) Act 1978
In section 14(4), for paragraph (f) substitute—

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"(f) a company within the meaning of the Corporations
Act that—
(i) is taken to be registered in Victoria; and
(ii) is registered under section 150, or has a licence in force under section 151, of that Act;".

28. Dairy Act 2000
In section 58(4), for "Corporations Law of Victoria" substitute "Corporations Act".

29. Dangerous Goods Act 1985
29.1 In section 3, for the definition of "officer" substitute—
' "officer" of a body corporate has the same meaning as in

section 82A of the Corporations Act except that it
does not include an employee of the body corporate
(other than in section 46(3));'.

29.2 Insert the following heading to section 46—
"Offences by bodies corporate and partnerships etc.". 29.3 In section 46, for "corporation" (wherever occurring)
substitute "body corporate".

29.4 In section 46, after sub-section (4) insert—

'(5) For the purposes of sub-section (3), "officer"
includes an employee of a body corporate who gives to an inspector any information relating to any part of the operations of the body corporate over which the
employee exercises any superintendence or control.'.

30. Deakin University Act 1974
30.1 In section 34A—

(a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute "constitution";
(b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act".

30.2 In section 34A, for sub-sections (6) and (7) substitute— "(6) For the purposes of sub-section (5), the University
has a controlling interest in a company if the
University would have a substantial holding in the

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company as defined in section 9 of the Corporations definition of "substantial holding" in that section were replaced by a reference to 50%.".
30.3 In section 34A(9), for "Corporations Law of Victoria"
substitute "Corporations Act".

30.4 In section 34A, for sub-section (14) substitute—

'(14) In this section "limited company" means a limited

company within the meaning of the Corporations Act
that is taken to be registered in Victoria.'.

31. Docklands Authority Act 1991
In clause 5(1) of Schedule 2, for paragraphs (c) and (d)
substitute—
"(c) the member becomes disqualified under Part 2D.6 of
the Corporations Act from managing a corporation.".

32. Duties Act 2000
32.1 In section 3—

(a)

in the definition of "associated person", in paragraph (e), for "Corporations Law" substitute "Corporations Act";

(b)

in the definition of "managed investment scheme", for "Corporations Law" substitute "Corporations Act";

(c)

in the definition of "public unit trust scheme", for "Chapter 5C of the Corporations Law or an undertaking to which Division 11 of Part 11.2 of the Corporations Law" substitute "Chapter 5C of the Corporations Act";

(d)

in the definitions of "related body corporate", "related person", "responsible entity" and "transfer" for "Corporations Law" (wherever occurring) substitute "Corporations Act";

(e)

for the definition of "Victorian company" substitute— ' "Victorian company" means—

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Act No. 44/2001 Sch.

(a)

a company incorporated or taken to be incorporated under the Corporations Act that is taken to be registered in Victoria; or

(b)

any other body corporate that is incorporated under a Victorian Act.'.
32.2 In sections 31(3)(a)(ii) and 48(b) for "Corporations Law"
substitute "Corporations Act".
32.3 In section 50(3)(e), for sub-paragraph (iv) substitute— "(iv) a person who has a substantial holding (within the
meaning of the Corporations Act) in an entity referred
to in sub-paragraph (i), (ii) or (iii)—".

32.4 In sections 68, 74(3) and 84(1)(c) for "Corporations Law"
substitute "Corporations Act".
32.5 In section 90—

(a) in the definitions of "capital reduction" and "company", for "Corporations Law" substitute "Corporations Act";
(b) for the definition of "voting shares" substitute—
' "voting share" has the same meaning as in section 9 of the Corporations Act.'.

32.6 In section 156—
(a) in sub-section (1) omit "(1)";

(b) in sub-section (1), for paragraph (a) substitute— "(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;
(ii) in any other case—in the place of incorporation of the body corporate;";

32.7 In sections 159(4)(c), 171(4) and 271(3), for "Corporations Law" substitute "Corporations Act".

33. Education Act 1958
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In section 3(1), in the definition of "approved auditor", for
"Corporations Law" substitute "Corporations Act".

34. Electricity Industry Act 2000
34.1 In section 3—

(a) for the definition of "company" substitute—
' "company" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;';

(b)

in the definition of "corporation", for "Corporations Law" substitute "Corporations Act".

34.2 In section 50—

(a) in the definition of "associate"—

(i) for "Corporations Law" (where twice occurring) substitute "Corporations Act";
(ii) for "that Law" (where twice occurring) substitute "that Act";

(b)

in the definitions of "officer", "share" and "voting share", for "Corporations Law" substitute "Corporations Act".

34.3 In section 51, for "Corporations Law" substitute

"Corporations Act".
34.4 In sections 52 and 53—

(a) for "Corporations Law" substitute "Corporations Act";
(b) for "that Law" (wherever occurring) substitute "that Act".

34.5 In sections 62(a) and 63, for "Corporations Law" substitute "Corporations Act".
34.6 In section 65, omit "(including any provision of the
Corporations Law referred to or applied for the purposes of this Part)".
35. Electricity Industry (Residual Provisions) Act 1993 35.1 In section 3(1)—
(a) for the definition of "company" substitute—

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Act No. 44/2001 Sch.
' "company" means a company within the meaning

of the Corporations Act that is taken to be
registered in Victoria;';

(b)

in the definition of "corporation", for "Corporations Law" substitute "Corporations Act".
35.2 In section 4(1)—

(a)

for "Corporations Law of Victoria" substitute "Corporations Act";
(b) for "that Law" substitute "that Act".

35.3 In section 32(1)(a), for "Corporations Law" substitute

"Corporations Act". 36. Electricity Safety Act 1998 In section 3, in the definition of "officer", for "Corporations

Law" substitute "Corporations Act".

37. Environment Protection Act 1970
37.1 In sections 10(3)(a), 27(4) and 49E(3)(a), for "Corporations

Law" substitute "Corporations Act".

37.2 In section 50G, for "incorporated under the Corporations
Law" substitute "registered under the Corporations Act".
37.3 In section 51(2), for "Corporations Law" substitute "Corporations Act".
37.4 In section 61(1A), for "sections 220 and 363 of the
Corporations Law" substitute "sections 109X and 601CX of the Corporations Act".
37.5 In section 66B(5), in the definition of "officer", for

"Corporations Law" (wherever occurring) substitute
"Corporations Act".

38. Equal Opportunity Act 1995
In section 21(3)(b), for "Corporations Law" substitute
"Corporations Act".

39. Estate Agents Act 1980
39.1 In section 4—

(a)

for the definition of "accounting records" substitute—

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' "accounting records" has the same meaning as "financial records" has in the Corporations Act;';

(b) in the definition of "authorised investment", for
paragraph (e) substitute—

"(e) a deposit with an eligible money market dealer
within the meaning of the Corporations Act;";
(c)
in the definitions of "books" and "externally- Law" substitute "Corporations Act";

(d) in the definition of "practising public accountant", for
paragraph (a) substitute—
"(a) is a registered company auditor within the meaning of the Corporations Act; and".
39.2 In sections 15(1C) and 17(4)(a)(ii), for "Corporations Law"
substitute "Corporations Act".

39.3 In section 55(9)(a)(ii), for "co-operative company

incorporated under the Companies (Victoria) Code"
substitute "co-operative company within the meaning of
Division 9 of Part III of the Income Tax Assessment Act
1936 of the Commonwealth that is taken to be registered in
Victoria".

40. Evidence Act 1958
40.1 In section 53J(3), for paragraph (d) substitute—
"(d) a public company (within the meaning of the
Corporations Act) that is registered under the Life Insurance Act 1995 of the Commonwealth, being where the document in question relates to the life insurance business of that company.".

40.2 In section 68—

(a)

for "registered in any" substitute "registered under the law of the Commonwealth or of any";

(b)

for "that State" substitute "the Commonwealth or that State";

Corporations (Consequential Amendments) Act 2001

Act No. 44/2001 Sch.

(c)

for "such State" substitute "the Commonwealth or that State".

40.3 In section 69(1), for "Companies (Victoria) Code"
substitute "Corporations Act".
41. Extractive Industries Development Act 1995 41.1 Insert the following heading to section 50—
"Offences by bodies corporate".

41.2 In section 50, for sub-section (1) substitute—

'(1) In this section, "officer" of a body corporate has the same meaning as in section 82A of the Corporations Act except that it does not include an employee of the
body corporate.'.
41.3 In section 50(2), (3) and (4), for "corporation" (wherever occurring) substitute "body corporate".

41.4 In section 55(3), for "section 220 of the Corporations law of
Victoria" substitute "section 109X of the Corporations
Act".

42. Fair Trading Act 1999
42.1 In section 3, in the definition of "officer"—

(a) for paragraph (a) substitute—

"(a) in relation to a body corporate which is a
corporation within the meaning of the section 82A of that Act; and";

(b) in paragraph (b), for "that Law" substitute "that Act". 42.2 In section 3, for the definition of "related body corporate"
substitute—
' "related body corporate" has the same meaning as in the
Corporations Act;'.

42.3 In section 27(5)(a)(i), for "Corporations Law" (where twice occurring) substitute "Corporations Act".

43. Financial Management Act 1994
43.1 In section 40A, for the definition of "company"
substitute—

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Sch.	Act No. 44/2001

' "company" means a company within the meaning of the

Corporations Act that is taken to be registered in
Victoria;'.

43.2 In section 53A(1)(a), for "Corporations Law" substitute "Corporations Act".
43.3 In section 59(3), for paragraph (c) substitute—
"(c) Australian Securities and Investments Commission;".

44. Financial Sector Reform (Victoria) Act 1999 44.1 In section 6, after sub-section (2) insert—
"(3) Without limiting the operation of section 6 of the
Interpretation of Legislation Act 1984, 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.".

44.2 In section 7, after sub-section (2) insert—

"(3) Without limiting the operation of section 6 of the
Interpretation of Legislation Act 1984, 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.".
44.3 In section 49(3), for "under Part 9.7 of the Corporations
Law which is deemed to apply as if the society had been a company" substitute "under Part 9.7 of the Corporations Act as applying under this section".

44.4 In section 49, after sub-section (3) insert—

"(3A) Money received by ASIC on a disposal of, or dealing

with property of a society under sub-section (3)(a)
that is not applied under sub-section (3)(b) 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 sub-section (3A), Part 3 of the
Corporations (Ancillary Provisions) Act 2001 has

Corporations (Consequential Amendments) Act 2001

Act No. 44/2001 Sch.
effect as if that Part did not contain sections 16(1)(b)
and 17.
Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations
Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions.".

45. Firearms Act 1996

In section 3, in the definition of "officer"—

(a) for paragraph (a) substitute—

"(a) in relation to a body corporate which is a

corporation within the meaning of the section 82A of that Act; and";
(b) in paragraph (b), for "that Law" substitute "that Act".

46. Fisheries Act 1995
In section 121(4) for "Corporations Law of Victoria" substitute "Corporations Act".

47. Food Act 1984
In section 4, in the definition of "books", for "accounting records (within the meaning of the Companies (Victoria) Code)" substitute "financial records (within the meaning of

the Corporations Act)".
48. Food (Amendment) Act 2001
In section 4(1), in the proposed definition of "books", for the meaning of the Corporations Act)".
"accounting records (within the meaning of the

49. Forests Act 1958
In section 50(3)(a), for sub-paragraph (iv) substitute—
"(iv) a company within the meaning of the Corporations
Act that—

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Sch.	Act No. 44/2001

(A) is taken to be registered in Victoria; and
(B) is registered under section 150, or has a licence in force under section 151, of that Act;".

50. Freedom of Information Act 1982
In section 37(1)(c), after "Commission" (where first
occurring) insert "or the Australian Securities and
Investments Commission".

51. Fundraising Appeals Act 1998
In section 32(3), for paragraph (a) substitute—
"(a) a registered company auditor within the meaning of the Corporations Act; or".

52.  Funerals (Pre-Paid Money) Act 1993 52.1 In section 3(1), in the definition of "associate", in paragraph
(a), for "Corporations Law of Victoria" substitute
"Corporations Act".
52.2 In section 19(1)(b), for "Corporations Law" substitute "Corporations Act".
53.  Gaming and Betting Act 1994 53.1 In section 3(1)—
(a) in the definition of "associate", in paragraph (a)—

(i) for "Corporations Law" substitute
"Corporations Act";
(ii)  for "that Law" (wherever occurring) substitute "that Act";

(b) in the definition of "director", for "Corporations Law" substitute "Corporations Act";
(c) for the definition of "Racing Products" substitute—
' "Racing Products" means Racing Products Pty Ltd (A.C.N. 064 067 867);';

(d)

in the definitions of "related body corporate", "share" and "subsidiary", for "Corporations Law" substitute "Corporations Act";
(e) for the definition of "Tabco" substitute—

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Act No. 44/2001 Sch.
' "Tabco" means TABCORP Holdings Limited (A.C.N. 063 780 709);';

(f) for the definition of "VicRacing" substitute—
' "VicRacing" means VicRacing Pty Ltd (A.C.N. 064

067 849);';

(g)

in the definitions of "voting share" and "wholly- owned subsidiary", for "Corporations Law" substitute "Corporations Act".
53.2 In section 14(1), for "A company incorporated under the
Corporations Law of Victoria" substitute "A company within the meaning of the Corporations Act that is taken to be registered in Victoria".
53.3 In section 22—

(a)
in sub-section (1), for "a company that is incorporated "a company within the meaning of the Corporations Act that is taken to be registered in Victoria";

(b)

in sub-section (2), for "companies that are incorporated under the Corporations Law of Victoria" substitute "companies within the meaning of the Corporations Act that are taken to be registered in Victoria".

53.4

In section 27(1)(a) and (c), for "or is entitled to 5% or more of the voting shares in" substitute "or has a voting power of 5% or more in".
53.5 In section 27, for sub-section (2) substitute—
"(2) For the purposes of sub-section (1), the voting power
a person has in the holder of a casino licence or that Act to a relevant interest were a reference to a relevant interest to which section 51(4) applies.".
gaming operator's licence is the person's voting power
determined in accordance with section 610 of the

53.6 In section 33(2)—
(a) in paragraph (c)—

(i) for "Corporations Law" substitute
"Corporations Act";
(ii) for "that Law" substitute "that Act";

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Sch.	Act No. 44/2001

(b)

in paragraph (d), for "Corporations Law" substitute "Corporations Act";
(c) for paragraph (f) substitute—

"(f) that the licensee or an operator is not a
company within the meaning of the in Victoria;".
53.7 In section 33(3), for "Corporations Law" substitute "Corporations Act".
53.8 In section 51(1), for "Corporations Law" (wherever occurring" substitute "Corporations Act";
53.9 In section 51, for sub-sections (4) and (5) substitute—

"(4)

For the purposes of this Part, a person has a relevant interest in a share if, and only if, the person would be taken to have a relevant interest in the share because of sections 608 and 609 of the Corporations Act.
(5) For the purposes of this Part, the voting power a
person, being the licensee or any other person, has in the licensee is the person's voting power determined in accordance with section 610 of the Corporations Act as if a reference in that section of that Act to a relevant interest were a reference to a relevant interest
to which sub-section (4) applies.".

53.10 In section 51(6)—

(a)

for "Corporations Law" substitute "Corporations Act";

(b)

for "that Law" (wherever occurring) substitute "that Act";
(c) for "that law" substitute "that Act".

53.11 In section 52(2) omit "(including any provision of the
Corporations Law referred to or applied for the purposes of this Part)".
53.12 In section 53(1)—

(a) for paragraph (a) substitute—
"(a) has a voting power of more than 5% in the

licensee;";

(b) for paragraph (c) substitute—
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Act No. 44/2001 Sch.
"(c) is a non-resident and acquires a relevant

interest in the licensee when non-residents have
a combined voting power of 40% or more in
the licensee or, as a result of the person
acquiring the relevant interest, have such a
voting power;".

53.13 In section 55—

(a) in sub-section (1), for "a person who is, or is suspected by the Minister, director or secretary, as the case may be, of being entitled to shares" substitute "a person who has, or is suspected by the Minister, director or secretary (as the case may be) of having, a relevant interest in shares";
(b) in sub-section (3), for paragraph (d) substitute—
"(d) declare that the person, or another to whom a declaration under paragraph (c) relates, has a relevant interest in specified shares in the

licensee;".

53.14 In section 56(1), for paragraphs (c) and (d) substitute— "(c) if the offender holds voting shares in the licensee in
which the offender has a relevant interest—on the
offender; or

(d)

on any other person who holds voting shares in the licensee in which the offender has a relevant interest—";

53.15 In section 56, for sub-section (3) substitute—

"(3) For the purposes of this section, a person is not to be
taken to have disposed of shares in the licensee in
which an offender has a relevant interest unless and
until the person ceases to hold the shares and the
offender ceases to have a relevant interest in them.".

53.16 In section 56(5), for paragraph (b) substitute—

"(b) a person who, before the transaction is entered into, had a prohibited shareholding interest in the licensee would, after the transaction (but for this sub-section) have a relevant interest in a greater number of voting shares in the licensee than the person had immediately

before the transaction—".
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53.17 In section 57, for sub-section (1) substitute—

"(1) This section applies to all voting shares in the licensee

in which any person who has a prohibited
shareholding interest in the licensee has a relevant
interest.".

53.18 In section 140, for "Corporations Law of Victoria"

substitute "Corporations Act that is taken to be registered in
Victoria".
53.19 At the end of section 141 insert—

"(2) It is the intention of section 62, as that section applies
in respect of acts or omissions in the exercise or
discharge, or purported exercise or discharge, of a
power or duty under Part 4 as amended by the
Corporations (Consequential Amendments) Act
2001, to alter or vary section 85 of the Constitution
Act 1975.".

54. Gaming Machine Control Act 1991 54.1 In section 3—

(a) for the definition of "company" substitute—
' "company" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;';

(b)

in the definition of "subsidiary", for "Corporations Law" (where twice occurring) substitute "Corporations Act".

54.2 In sections 28A(1)(a)(ii) and 28B(3)(a)(vi), for
"Corporations Law" substitute "Corporations Act". 54.3 In section 38A(2)—
(a) in paragraph (c)—

(i) for "Corporations Law" substitute
"Corporations Act";
(ii) for "that Law" substitute "that Act";

(b)

in paragraph (d), for "Corporations Law" substitute "Corporations Act";
(c) for paragraph (f) substitute—
"(f) if the gaming operator is a body corporate, that the gaming operator is not a company within

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Act No. 44/2001 Sch.
the meaning of the Corporations Act that is
taken to be registered in Victoria; or".

55. Gas and Fuel Corporation (Heatane Gas) Act 1993 In section 3(1), in the definition of "Elgas", for "Corporations Law" substitute "Corporations Act".

56. Gas Industry Act 1994
56.1 In section 6—

(a)

for "Corporations Law of Victoria" substitute "Corporations Act";
(b) for "that Law" substitute "that Act".

56.2 In section 24(1)(a), for "Corporations Law" substitute "Corporations Act".
57. Gas Industry Act 2001 57.1 In section 114—

(a) in the definition of "associate"—

(i) for "Corporations Law" (where twice occurring) substitute "Corporations Act";
(ii) for "that Law" (where twice occurring) substitute "that Act";

(b)

in the definitions of "officer", "share" and "voting share", for "Corporations Law" substitute "Corporations Act".

57.2 In section 115, for "Corporations Law" substitute

"Corporations Act".
57.3 In sections 116 and 117 (including in the heading to
section 117)—

(a)

for "Corporations Law" (wherever occurring) substitute "Corporations Act";

(b)

for "that Law" (wherever occurring) substitute "that Act".

57.4 In sections 123(a) and 124, for "Corporations Law"
substitute "Corporations Act".

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Sch.	Act No. 44/2001

57.5 In section 126 omit "(including any provision of the
Corporations Law referred to or applied for the purposes of this Part)".
57.6 In section 162(3), for "Corporations Law of Victoria if
VENCorp and the body corporate were corporations within the meaning of that Law" substitute "Corporations Act".
57.7 In section 166(2)(b) and (d) and section 177(1)(a), for "Corporations Law" substitute "Corporations Act".

58. Gas Pipelines Access (Victoria) Act 1998
In section 24B(1) and (2)—

(a)

for "Corporations Law" substitute "Corporations Act";
(b) for "that Law" substitute "that Act".

59. Goods Act 1958
In section 114(4), in the definition of "guarantor", in paragraph (a), for "related corporation within the meaning of the Companies (Victoria) Code" substitute "related body corporate within the meaning of the Corporations Act".

60. Health Act 1958
In section 371(6), for "accounting records within the
meaning of the Companies (Victoria) Code" substitute
"financial records within the meaning of the Corporations
Act".
61. Health Services Act 1988
61.1 In section 40G(3)(d), for "Corporations Law " substitute "Corporations Act".
61.2 For section 43 substitute—
"43. Public hospitals and denominational hospitals
excluded from Corporations legislation
The following matters are declared to be excluded
matters for the purposes of section 5F of the
Corporations Act in relation to the whole of the
Corporations legislation—

(a) a public hospital;
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Act No. 44/2001 Sch.

(b)

a denominational hospital, other than a denominational hospital that is a company within the meaning of the Corporations Act.
Note: This section ensures that neither the
Corporations Act nor Part 3 of the ASIC Act will apply in relation to a public hospital or denominational hospital (other than a denominational hospital that is a Corporations Act company). Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation, then that legislation will not apply in relation to that matter in the State concerned.".

61.3 In section 62(3) for "Companies (Victoria) Code"
substitute "Corporations Act that is taken to be registered in
Victoria".

61.4 In section 62(6), for paragraph (b) substitute—

"(b) in the case of an agency that is a company within the
meaning of the Corporations Act that is taken to be
registered in Victoria, the Order has effect as if it
were an order of the Court for the winding up of the
company under Part 5.4A of the Corporations Act;
and".

substitute "Corporations Act".

85.5 In section 90(2), for "sections 528, 529 and 530 of the
Companies (Victoria) Code" substitute "sections 109X
and 601CX of the Corporations Act".

86. National Parks Act 1975
In sections 32A(1)(a) and (b) and 32B(1)(a) and (b), for
"incorporated pursuant to the Companies (Victoria) Code"

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Sch.	Act No. 44/2001

substitute "within the meaning of the Corporations Act that
is taken to be registered in Victoria".
87. Partnership Act 1958
87.1 In section 14(2), for "Corporations Law" substitute "Corporations Act".
87.2 In section 49, for sub-section (2) substitute—

"(2) If there is in force an agreement or arrangement with

the Australian Securities and Investments the ASIC Act for the performance of the functions and exercise of the powers of the Commissioner by the Commission, a reference in this Part to the Commissioner is taken to be a reference to the Commission.".

87.3 In section 51, for sub-section (2) substitute—

"(2) The number of general partners must not (if the

partnership consisted only of those general partners)
exceed—

(a) 20; or

(b)

if the partnership is of a particular kind in respect of which a higher number applies in accordance with section 115(2) of the Corporations Act—that higher number.".
87.4 In section 74(1), after "invitation" (where twice occurring)
insert ", sale". 87.5 In section 74, for sub-section (2) substitute—
"(2) Regulations under sub-section (1) may include

regulations based on Parts 1.2A (Disclosing entities)
and 7.11 (Conduct in relation to securities) and
Chapters 5C (Managed investment schemes) and 6D
(Fundraising) of the Corporations Act.".

88. Patriotic Funds Act 1958
In section 12B(1)(c), after "law" insert "of the
Commonwealth or".

89. Pay-roll Tax Act 1971
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Act No. 44/2001 Sch.

89.1 In section 3(1), in the definitions of "corporation" and

"voting share", for "Corporations Law" substitute
"Corporations Act".

89.2 In section 9A(1A)(a), (1F) and (1K)—

(a) for "corporation" (wherever occurring) substitute "body corporate";
(b) for "Corporations Law" substitute "Corporations Act".

89.3 In section 10A(b), for "Corporations Law" substitute "Corporations Act".
90. Petroleum (Submerged Lands) Act 1982 90.1 In section 81—

(a)

in sub-section (8), for "National Companies and Securities Commission relating to the creation of that charge pursuant to section 201 of the Companies (Victoria) Code" substitute "Australian Securities and Investments Commission relating to the creation of that charge under section 263 of the Corporations Act";

(b)

in sub-section (15), for "section 201 of the Companies (Victoria) Code" substitute "section 263 of the Corporations Act".

90.2 In section 92(4)(a) and (7)(a), for sub-paragraph (i)
substitute—
"(i) those parties are related bodies corporate within the meaning of the Corporations Act;".

91. Pharmacists Act 1974
In section 5C(1), for "Corporations Law" substitute
"Corporations Act".

92. Port Services Act 1995
92.1 In section 7—

(a)

for "Corporations Law" substitute "Corporations Act";
(b) for "that law" substitute "that Act".

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92.2 In section 31(1)(a), for "Corporations Law" substitute "Corporations Act".

93. Property Law Act 1958
In section 179(2), for "Companies (Victoria) Code relating to powers and duties of the National Companies and Securities Commission" substitute "Corporations Act relating to the powers and duties of the Australian Securities and Investments Commission".

94. Prostitution Control Act 1994
94.1 In section 3, in the definitions of "director" and "officer",
for "Corporations Law" substitute "Corporations Act". 94.2 In sections 23(3)(c)(iv), 75(3)(e) and 77(3)(e), for
"Corporations Law" substitute "Corporations Act". 95.1 In section 3(1), in the definitions of "subsidiary" and "wholly-owned subsidiary", for "Corporations Law" (wherever occurring) substitute "Corporations Act".
95. Public Lotteries Act 2000
95.2 In section 35(1)—

(a) after "a company" insert "within the meaning of the Corporations Act";
(b) for paragraph (a) substitute— "(a) taken to be registered in Victoria; and".

95.3 In section 43(1)(g), for "Corporations Law" substitute "Corporations Act".

96. Queen Victoria Women's Centre Act 1994
In section 22, for sub-section (2) substitute—
"(2) If the Minister makes a determination under sub-

section (1), he or she must appoint a liquidator and
must fix the liquidator's remuneration.

(3) The winding up of the Trust under this section 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 5.6 (Winding up generally) of the

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Act No. 44/2001 Sch.
Corporations Act, subject to the following modifications—

(a)

those provisions apply as if the Trust were a company;

(b)

a reference in those provisions to ASIC is to be read as a reference to the Minister;

(c)

a reference in those provisions to the Gazette is to be read as a reference to the Government Gazette;

(d)

a reference in those provisions to the directors of a company is to be read as a reference to the members of the Trust;

(e)

a reference in those provisions to an order of the Court that a company be wound up is to be read as a reference to the determination of the Minister under sub-section (1);
(f) the modifications specified in section 23;

(g) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations
Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions.".

97. Rail Corporations Act 1996
97.1 In section 25(1)(a), for "Corporations Law" substitute "Corporations Act".
97.2 In section 81—

(a) in the definition of "associate"—

(i) for "Corporations Law" substitute
"Corporations Act";

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Sch.	Act No. 44/2001

(ii) for "that Law" (where twice occurring) substitute "that Act";

(b)

in the definitions of "officer", "related body corporate" and "voting share", for "Corporations Law" substitute "Corporations Act".
97.3 In section 82—

(a) insert the following heading—
"Relevant interest in a share and voting power";

(b)

in sub-section (1), for "Division 5 of Part 1.2 of the Corporations Law" substitute "sections 608 and 609 of the Corporations Act".

97.4 In section 82, for sub-section (2) substitute—

"(2) For the purposes of this Part, the voting power a person has in a corporation is the person's voting power determined in accordance with section 610 of
the Corporations Act as if a reference in that section of that Act to a relevant interest were a reference to a relevant interest to which sub-section (1) applies.".
97.5 In section 83—

(a) insert the following heading—
"References to Corporations Act";

(b)

for "Corporations Law" substitute "Corporations Act";

(c)

for "that Law" (wherever occurring) substitute "that Act".

97.6 For section 86 substitute—

"86. Controlling interest in a corporation

For the purposes of this Part, but subject to
sections 88 and 89, a person has a controlling interest
in a corporation if—

(a)

the person's voting power in the corporation is more than 20%; or

(b)

the person and the person's associates have relevant interests in shares in the corporation that confer or, if a dividend were declared or a distribution of profits were made by the corporation, would confer a right to receive the

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benefit of more than 20% of the dividend or
distribution; or

(c)

the person and the person's associates have relevant interests in shares in the corporation that confer or, in the event of any other distribution of property or rights by the corporation, whether on dissolution or otherwise, would confer an entitlement to receive the benefit of more than 20% of the property and rights; or

(d)

the person is able, whether alone or in concert with another, and whether by any act or omission or otherwise, to dominate or control—
(i) the corporation; or
(ii) the financial and operating policies or management of the corporation; or

(iii)
the activities of the corporation as a metropolitan tram operator.".

97.7 In section 88—

(a)

for "an entitlement to shares" substitute "a relevant interest in shares";
(b) in paragraph (a)—

(i) for "Corporations Law" substitute
"Corporations Act";
(ii) for "articles of association" substitute "constitution".

97.8 In section 89—

(a)

for "an entitlement to shares" substitute "a relevant interest in shares";

(b)

for "section 32(c) or 33 of the Corporations Law" substitute "section 608(3) of the Corporations Act";

(c)

in paragraph (a), for sub-paragraphs (i) and (ii) substitute—
"(i) to control or influence the composition of the
board of directors of the relevant corporation
otherwise than by having voting power in the

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relevant corporation of not more than 20% or exercising powers of appointment of not more than one-fifth of the directors of the relevant
corporation; or

(ii) to control or influence the conduct of affairs of the relevant corporation otherwise than by having voting power in the relevant corporation of not more than 20% or by the actions of directors appointed by it being not more than one-fifth of the directors of the relevant corporation; and";

(d) in paragraph (b)(i), for sub-sub-paragraph (A)
substitute—
"(A) voting power of more than 20% in the relevant corporation or the power to control the disposal of more than 20% of the voting shares in the
relevant corporation, not including a right of
pre-emption whether direct or indirect in
relation to those shares; or";

(e) in paragraph (b)(ii)—
(i) for "an entitlement to shares" substitute "a relevant interest in shares";
(ii) for sub-sub-paragraph (A) substitute—
"(A) any voting power in the relevant

corporation or the power to control the
disposal of any voting shares in the
relevant corporation, other than a right of
pre-emption whether direct or indirect in

relation to those shares; or".

97.9 In section 91 omit "(including any provision of the
Corporations Law referred to or applied for the purposes of this Part)".

97.10 In section 92, for "is entitled to shares" (wherever

occurring) substitute "has a relevant interest in shares".

97.11 In section 93(1) for "is entitled to shares" substitute "has a
relevant interest in shares".
97.12 In section 94(1), for "entitlement to shares" substitute "relevant interest in shares".

Corporations (Consequential Amendments) Act 2001

Act No. 44/2001 Sch.

97.13 In section 95, for sub-section (1) substitute—

"(1) ORG may, by notice in writing served on a person who has, or is suspected by ORG of having—

(a) a relevant interest in shares in a relevant corporation; or
(b) a controlling interest in a relevant corporation—
require the person to furnish information specified in the notice for the purpose of determining whether that person or any other person has, or is taking action to
acquire, a prohibited interest.".

97.14 In section 95(3), for paragraph (d) substitute—

"(d) determine that the person, or another to whom a determination under paragraph (c) relates, has a relevant interest in specified shares in a relevant corporation;".
97.15 In section 96(1), for paragraphs (c) and (d) substitute— "(c) if the offender holds shares in which the offender has
a relevant interest—on the offender; or

(d)

on any other person who holds shares in which the offender has a relevant interest—".

97.16 In section 96, for sub-section (3) substitute—

"(3)

For the purposes of this section, a person is not to be taken to have disposed of shares in which an offender has a relevant interest unless and until the person
ceases to hold the shares and the offender ceases to
have a relevant interest in them.".
97.17 At the end of section 105 insert—
"(2) It is the intention of section 100(5), as that section applies in respect of a determination of ORG under Part 5 as amended by the Corporations
(Consequential Amendments) Act 2001, to alter or
vary section 85 of the Constitution Act 1975.".

98. Retail Tenancies Reform Act 1998
98.1 In section 3(1), in the definitions of "company auditor" and "retail premises", for "Corporations Law" (wherever occurring) substitute "Corporations Act".

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98.2

In section 14(1), for "corporations that are, by section 50 of the Corporations Law, considered to be related to each other for the purposes of that Law" substitute "bodies corporate
that are, by section 50 of the Corporations Act, considered
to be related to each other for the purposes of that Act".
98.3 In section 15(2)(c), for sub-paragraph (ii) substitute—

"(ii) if the tenant is a body corporate, a body corporate that
is or was, by section 50 of the Corporations Act,
considered to be related to the tenant; or".

98.4 In sections 44 and 45, for "Corporations Law" substitute "Corporations Act".

99. Retirement Villages Act 1986
In sections 17(3) and 34(4), for "Companies (Victoria)
Code" substitute "Corporations Act".
100. Royal Melbourne Institute of Technology Act 1992 100.1 In section 3, in the definition of "RMIT company", for
"Corporations Law of Victoria" substitute "Corporations
Act".

100.2 In section 13, for sub-section (3) substitute—

"(3) The Council must remove a member of the Council

from office if the member is or becomes disqualified
from managing corporations under Part 2D.6 of the
Corporations Act.".

100.3 In section 39—

(a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute "constitution";
(b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act".

100.4 In section 39, for sub-sections (6) and (7) substitute— "(6) For the purposes of sub-section (5), the University
has a controlling interest in a company if the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.".

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Act No. 44/2001 Sch.
100.5 In section 39(9), for "Corporations Law of Victoria"
substitute "Corporations Act".

100.6 In section 39, for sub-section (15) substitute—

'(15) In this section "limited company" means a limited

company within the meaning of the Corporations Act
that is taken to be registered in Victoria.'.

101. Second-Hand Dealers and Pawnbrokers Act 1989 101.1 In section 3(1), in the definition of "externally-administered
body corporate", for "Corporations Law" substitute
"Corporations Act".
101.2 In section 27(2), for "Corporations Law" substitute
"Corporations Act".

102. Shop Trading Reform Act 1996
In section 4(2)(b), for "Corporations Law of Victoria, deemed to be" substitute "Corporations Act,".
103. Snowy Hydro Corporatisation Act 1997 103.1 In section 3(1), for the definition of ' "Snowy Hydro
Company" or "Company" ' substitute—
' "Snowy Hydro Company" or "Company" means Snowy
Hydro Limited;'.

103.2 In section 3(2), for "Corporations Law" substitute

"Corporations Act".
103.3 For section 21 substitute—
"21. Excluded matters for purposes of Corporations Act
The following matters are declared to be excluded
matters for the purposes of section 5F of the
Corporations Act in relation to Chapter 2E and
Part 2J.3 of that Act—

(a)
liability, acquired by the Snowy Hydro
Company (or the giving of any related security)
any debt to the Commonwealth, or other Commonwealth Corporatisation Act or the New South Wales Corporatisation Act or any agreement under any such Act;

(b)

the acquisition of initial shares in the Company by the Commonwealth or the State of New South Wales or Victoria.

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Sch.	Act No. 44/2001

Note: This section ensures that the provisions of
Part 2J.3 (Financial assistance) of the
Corporations Act will not apply in relation to
the matters referred to in this section.

Chapter 2E (Related party transactions) and that if a State law declares a matter to be an excluded matter in relation to specified provisions of the Corporations legislation, then those provisions will not apply in relation to that matter in the State concerned.".
103.4 In section 23(1)—

(a) for "Corporations Law" (where first occurring) substitute "Corporations Act";
(b) for "the Corporations Law" (where secondly occurring) substitute "that Act".

104. State Owned Enterprises Act 1992 104.1 In section 3—

(a) for the definition of "ASC" substitute—
' "ASIC" means the Australian Securities and Investments Commission;';

(b) for the definition of "company" substitute—
' "company" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;';

(c)

in the definition of "conversion", for "section 137 of the Corporations Law of Victoria" substitute "section 118 of the Corporations Act".

(d)

in the definition of "relevant Minister", in paragraph (b), for "articles" substitute "constitution";

(e)

in the definition of "statutory corporation", for "Corporations Law of Victoria" substitute "Corporations Act".

104.2 In section 4—
(a) in sub-section (1)—
(i) for "Corporations Law of Victoria" substitute "Corporations Act";

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(ii) for "that Law" substitute "that Act";

(b)

in sub-section (2), for "Corporations Law of Victoria" substitute "Corporations Act".

104.3 In section 9(1), for paragraph (a) substitute—

"(a) To form or acquire a company within the meaning of the Corporations Act that is taken to be registered in Victoria and that is a wholly owned subsidiary;".
104.4 In section 38(1)(a), for "Corporations Law" substitute
"Corporations Act".
104.5 Insert the following heading to section 60—
"Reservation of name under Corporations Act". 104.6 In section 60, for sub-section (1) substitute—
"(1) As soon as possible after the making of an Order
under section 59, the converting body to which the Order applies must lodge an application with ASIC under section 152 of the Corporations Act for the
reservation of the name specified in the Order.".

104.7 In section 60(3), for "must apply as soon as possible to the
ASC for the reservation under section 374" substitute
"must lodge an application as soon as possible with ASIC
for the reservation".
104.8 In section 64, for sub-section (1) substitute—

"(1) Immediately after issue of the shares in accordance

with section 63, a converting body must lodge an
application with ASIC under section 117 of the
Corporations Act to be registered as a company
limited by shares that is taken to be registered in
Victoria.".

104.9 In section 64(2), for "Division 3 of Part 2.2 of the
Corporations Law of Victoria" substitute "Part 2B.4 of the
Corporations Act".
104.10 In section 65(1), for "section 137 of the Corporations Law

of Victoria" substitute "section 118 of the Corporations
Act".

104.11 In section 73(2), for "Corporations Law" substitute
"Corporations Act".
104.12 In section 75(b)—

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Sch.	Act No. 44/2001

(a) for "financial statements" substitute "financial reports";
(b) for "Corporations Law of Victoria" substitute "Corporations Act".
104.13 In section 88A(3), for "Corporations Law" substitute "Corporations Act that is taken to be registered in Victoria,".
104.14 In Schedule 1, for "Corporations Law of Victoria"
(wherever occurring) substitute "Corporations Act".
105. State Trustees (State Owned Company) Act 1994 105.1 In section 3, for the definition of "State Trustees"
substitute—
' "State Trustees" means State Trustees Limited (A.C.N.
064 593 148).'.

105.2

In section 29(2), for "Part 3.6 of the Corporations Law of Victoria" substitute "Part 2M.3 of the Corporations Act".

106. Subdivision Act 1988
106.1 In section 29, sub-section (3) is repealed.

106. 2 After section 29 insert—
"29A. Bodies corporate excluded from Corporations
legislation
A body corporate 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, otherwise than to the extent that the body corporate carries out activities that are not authorised by or under this Act.
Note: This section ensures that neither the
Corporations Act nor Part 3 of the ASIC Act will apply in relation to a body corporate in relation to its performance of functions or exercise of powers under this Act. Section 5F of the Corporations Act provides that if a State law declares a matter to be an excluded matter in relation to the whole of the Corporations legislation other than to a specified extent, then that legislation will not apply, except to the specified extent, in relation to that matter in the State concerned.".

107. Supreme Court Act 1986

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Act No. 44/2001 Sch.
In section 17A(4)(iii), before "Corporations Law" insert
"Corporations Act or the".
108. Swinburne University of Technology Act 1992 108.1 In section 3, in the definition of "Swinburne company", for
"Corporations Law of Victoria" substitute "Corporations
Act".

108.2 In section 13, for sub-section (3) substitute—

"(3) The Council must remove a member of the Council

from office if the member is or becomes disqualified
from managing corporations under Part 2D.6 of the
Corporations Act.".

108.3 In section 44—

(a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute "constitution";
(b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act".

108.4 In section 44, for sub-sections (6) and (7) substitute— "(6) For the purposes of sub-section (5), the University
has a controlling interest in a company if the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.".

108.5 In section 44(9), for "Corporations Law of Victoria"
substitute "Corporations Act".

108.6 In section 44, for sub-section (15) substitute—

'(15) In this section "limited company" means a limited

company within the meaning of the Corporations Act
that is taken to be registered in Victoria.'.

109. Taxation Administration Act 1997
In section 122(3), for "Corporations Law" substitute
"Corporations Act".

110. Taxation (Reciprocal Powers) Act 1987
In section 7(1)—

Corporations (Consequential Amendments) Act 2001

Sch.	Act No. 44/2001

(a) paragraph (c) is repealed;

(b) for paragraph (e) substitute—
"(e) the Australian Securities and Investments Commission or a person authorised by that Commission.".

111. Tourism Victoria Act 1992
In section 16, for sub-section (7) substitute—
'(7) In this section, "company" has the same meaning as in the Corporations Act.'.

112. Trade Measurement (Administration) Act 1995
In section 17(4), for "Corporations Law of Victoria" substitute "Corporations Act".

113. Transfer of Land Act 1958
In sections 98CB(2)(c)(i) and 98CC(1)(d)(i), for
"Companies (Victoria) Code" substitute "Corporations
Act that is taken to be registered in Victoria".

114. Transport Accident Act 1986
In section 129(3), for "sections 528, 529 and 530 of the and 601CX of the Corporations Act".

115. Transport Act 1983
115.1 In section 86(1), in the definitions of "Corporation" and
"Director", for "section 5 of the Companies (Victoria) Code" substitute "section 9 of the Corporations Act".
115.2 In section 129C(1)(a), for sub-paragraph (i) substitute—

"(i) is not a company that is taken to be registered in
Victoria under the Corporations Act; or".

116. Travel Agents Act 1986
116.1 In section 3(1), for the definition of "officer" substitute—
' "officer", in relation to a body corporate, has the same meaning as in section 82A of the Corporations Act;'.
116.2 In section 16A(b), for "Corporations Law" substitute
"Corporations Act".

117. Trustee Act 1958

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Act No. 44/2001 Sch.
In section 3(1) the definition of "authorized dealer in the short term money market" is repealed.

118. Trustee Companies Act 1984
118.1 In section 4(1)—

(a) in the definitions of "corporation", "nominee corporation", and "voting shares", for "Companies (Victoria) Code" substitute "Corporations Act";
(b) for the definition of "related corporation" substitute—
' "related corporation" of a body corporate, means a body corporate that is related to that body corporate within the meaning of section 50 of the Corporations Act;'.

118.2 In section 4, for sub-section (3) substitute—

"(3) A person is an associate of another person if the
person would be an associate of the person under
Division 2 of Part 1.2 of the Corporations Act.".

118.3 In section 5(3), for paragraph (b) substitute—

"(b) a person has a relevant interest in a share in a trustee company if, by reason of sections 608 and 609 of the Corporations Act, the person would have a relevant
interest in that share for the purposes of that Act.".
118.4 In section 5(5), for "Companies (Acquisition of Shares) (Victoria) Code" substitute "Corporations Act".
118.5 In section 31(1), for "Notwithstanding anything in the
Companies (Victoria) Code or in the memorandum or articles of association of a trustee company, a trustee company" substitute "A trustee company".

118.6 In section 35, for sub-section (2) substitute—

"(2) The Commissioner may inspect without charge any book kept by a trustee company, including any book relating to estates managed or administered by the
trustee company.".

118.7 In section 36(5), in the definition of "trust estates in

Victoria"—
(a) in paragraph (b), for "fund—" substitute "fund;";

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Sch.	Act No. 44/2001

(b) omit "but does not include moneys received by the trustee company by reason of its being a trustee of an approved deed within the meaning of section 165 of the Companies (Victoria) Code;".
118.8 In section 41(2)(d), for sub-paragraph (ii) substitute— "(ii) subject to sub-section (4), with an eligible money
market dealer within the meaning of the Corporations
Act;".

118.9 In section 45(3)(d), for "take-over scheme or a take-over
announcement in relation to that trustee company as provided in the Companies (Acquisition of Shares) (Victoria) Code" substitute "takeover bid in relation to that
trustee company in accordance with the Corporations Act".
118.10 In section 45(11), for "Companies (Victoria) Code"
substitute "Corporations Act that is taken to be registered in
Victoria";
118.11 For section 46 substitute—
"46. Acquisitions to which section 45 does not apply
Section 45 does not apply to or in relation to an acquisition that is—

(a) an exempt acquisition under Part 6.2 of the Corporations Act, other than an acquisition referred to in item 1, 2, 7, 9, 10, 11, 19 or 20 of
the table in section 611 of that Act; or

(b)

an acquisition of any other kind that is made in a prescribed manner or in prescribed circumstances; or

(c)

an acquisition approved by the Minister in writing.".

118.12 In section 48—

(a)

for "Companies (Victoria) Code" substitute "Corporations Act that is taken to be registered in Victoria";

(b)

for "a company within the meaning of that Code" substitute "such a company".

118.13 In section 50(1), omit "or in the Companies (Victoria)
Code".

118.14 In section 50, for sub-section (2) substitute—
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Act No. 44/2001 Sch.
"(2) A meeting convened under sub-section (1) is declared
to be applied Corporations legislation matter for the purposes of Part 3 of the Corporations (Ancillary Provisions) Act 2001 in relation to the provisions of
Parts 2G.2 (Meetings of members of companies) and section 249F(1)) subject to the following modifications—
2G.3 (Minutes and members' access to minutes) of the

(a) those provisions apply as if a meeting convened under sub-section (1) were a meeting of a company's members under Part 2G.2 of the Corporations Act;
(b) any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.
Note: Part 3 of the Corporations (Ancillary Provisions) Act 2001 provides for the application of provisions of the Corporations
Act and Part 3 of the ASIC Act as laws of the State in respect of any matter declared by a law of the State (whether with or without modification) to be an applied Corporations legislation matter for the purposes of that Part in relation to those Commonwealth provisions.".

118.15 In section 51, for sub-section (3) substitute—

"(3) A reduction of capital in accordance with this section is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to
the provisions of Division 1 of Part 2J.1 of the
Corporations Act.

Note: This section ensures that Division 1 of Part 2J.1
authorised by law) of the Corporations Act will
not apply in relation to a trustee company.

(Reductions in share capital not otherwise that if a State law declares a matter to be an excluded matter in relation to specified provisions of the Corporations legislation, then those provisions will not apply in relation to that matter in the State concerned.".

Corporations (Consequential Amendments) Act 2001

Sch.	Act No. 44/2001

118.16 In section 51(6), for "Companies (Victoria) Code"

substitute "Corporations Act that is taken to be registered in
Victoria".

119. Unclaimed Moneys Act 1962
119.1 In section 9(1), in the definition of "business", for paragraph
(a) substitute—
"(a) a company within the meaning of the Corporations Act that is taken to be registered in Victoria; or".

119.2 In section 18(a)—

(a)

for "Corporations Law" substitute "Corporations Act";
(b) for "that Law" substitute "that Act".

119.3 In section 28, for "Corporations Law" substitute

"Corporations Act".
120. University of Ballarat Act 1993 120.1 In section 13, for sub-section (3) substitute—
"(3) The Council must remove a member of the Council

from office if the member is or becomes disqualified
from managing corporations under Part 2D.6 of the
Corporations Act.".

120.2 In section 37—

(a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute "constitution";
(b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act".

120.3 In section 37, for sub-sections (6) and (7) substitute— "(6) For the purposes of sub-section (5), the University
has a controlling interest in a company if the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.".

120.4 In section 37(9), for "Corporations Law of Victoria"
substitute "Corporations Act".

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Act No. 44/2001 Sch.

120.5 In section 37, for sub-section (15) substitute—

'(15) In this section "limited company" means a limited

company within the meaning of the Corporations Act
that is taken to be registered in Victoria.'.

121. Urban Land Corporation Act 1997
In section 16(1)(a), for "Corporations Law" substitute
"Corporations Act".

122. Victorian Civil and Administrative Tribunal Act 1998

In section 140(1)(b), for "Corporations Law" substitute
"Corporations Act".
123. Victoria University of Technology Act 1990 123.1 In section 13, for sub-section (3) substitute—
"(3) The Council must remove a member of the Council

from office if the member is or becomes disqualified
from managing corporations under Part 2D.6 of the
Corporations Act.".

123.2 In section 42—

(a) in sub-section (4)(b), for "memorandum or articles of association" (where twice occurring) substitute "constitution";
(b) in sub-section (5)(d), for "Australian Securities Commission under the Corporations Law of Victoria" substitute "Australian Securities and Investments Commission under the Corporations Act".

123.3 In section 42, for sub-sections (6) and (7) substitute— "(6) For the purposes of sub-section (5), the University
has a controlling interest in a company if the company as defined in section 9 of the Corporations Act if the reference to 5% in paragraph (a) of the definition of "substantial holding" in that section were replaced by a reference to 50%.".

123.4 In section 42(9), for "Corporations Law of Victoria"
substitute "Corporations Act".

123.5 In section 42, for sub-section (15) substitute—
Corporations (Consequential Amendments) Act 2001

Sch.

Act No. 44/2001

'(15) In this section "limited company" means a limited

company within the meaning of the Corporations Act
that is taken to be registered in Victoria.'.

124. Victorian Funds Management Corporation Act 1994
In section 23(1)(a), for "Corporations Law" substitute
"Corporations Act".

125. Victorian Managed Insurance Authority Act 1996
In section 25(2), in the definition of "State company", for "Corporations Law of Victoria" substitute "Corporations Act that is taken to be registered in Victoria".

126. Vocational Education and Training Act 1990
In section 38(1)(b), for "Corporations Law" substitute
"Corporations Act that is taken to be registered in Victoria".

127. Water Act 1989
127.1 In section 297, for sub-section (1) substitute—

'(1) In this section, "officer"—

(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)

in relation to a corporation that is not a corporation within the meaning of that Act, means any person (by whatever name called) who is concerned or takes part in the management of the corporation—
but does not include an employee of the corporation.'.

127.2 In section 305(4), for "sections 528, 529 and 530 of the
Companies (Victoria) Code" substitute "sections 109X
and 601CX of the Corporations Act".

128. Water Industry Act 1994
128.1 In section 3(1)—
(a) for the definition of "company" substitute—

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Act No. 44/2001 Sch.
' "company" means a company within the meaning

of the Corporations Act that is taken to be
registered in Victoria;';

(b) in the definition of "officer", for "Corporations Law of Victoria" substitute "Corporations Act";
(c) for the definition of "Victorian body corporate" substitute—
' "Victorian body corporate" means a company within the meaning of the Corporations Act that is taken to be registered in Victoria;';
128.2 In section 126(1)(a), for "Corporations Law of Victoria"
substitute "Corporations Act".
128.3 In section 177C(5)(b), for "Corporations Law" substitute
"Corporations Act".

129. Workers Compensation Act 1958
In sections 100B(1) and 116(1), for "Companies (Victoria)
Code" substitute "Corporations Act".

130. Yooralla Society of Victoria Act 1977
For section 6 substitute—
"6. Yooralla Society not required to lodge returns of
directors, etc., under Corporations Act
Yooralla Society is declared to be an excluded matter for the purposes of section 5F of the Corporations Act in relation to section 205B of the Corporations Act.
Note: This section ensures that section 205B (Notice
of name and address of directors and secretaries to ASIC) of the Corporations Act will not apply in relation to Yooralla Society. Section 5F of
the Corporations Act provides that if a State
law declares a matter to be an excluded matter
in relation to specified provisions of the
Corporations legislation, then those provisions
will not apply in relation to that matter in the
State concerned.".

═══════════════
Corporations (Consequential Amendments) Act 2001

Endnotes

Act No. 44/2001

ENDNOTES

†
Minister's second reading speech—
Legislative Assembly: 17 May 2001
Legislative Council: 14 June 2001
The long title for the Bill for this Act was "to amend Victorian Acts as a
consequence of the enactment by the Parliament of the Commonwealth of
new corporations legislation and new ASIC legislation and for other
purposes."
Constitution Act 1975:
Section 85(5) statement:
Legislative Assembly: 17 May 2001
Legislative Council: 14 June 2001
Absolute majorities:
Legislative Assembly: 12 June 2001
Legislative Council: 20 June 2001

1.	Purpose	1
2.	Commencement	2
3.	Consequential amendments	2
4.	Statute law revision	2

(b)	in paragraph (d), for "if the other corporation is, by reason of the Corporations Law, to be deemed to be related to another corporation" substitute "if the other
corporation is a related body corporate (within the meaning of the Corporations Act) of another corporation".

(a)	the modifications referred to in sub-section (3); and
(b)	in the case of a winding up under Division 3, the provisions of Part 5.6 of the Corporations Act apply as if—

(a)	the modifications referred to in sub-section (3); and
(b)	any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.

(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 registered address of an incorporated association;
(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

(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;

(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

(b)	if the incorporated association is authorised or directed under Part VIIA to become registered as a company under that Act—to the extent
necessary for an association to be registered as a company under Chapter 5B of that Act.

(a)	in sub-section (2) omit "incorporated under the Corporations Law of Victoria";
(b)	in sub-section (5), in the definition of "associate", in paragraph (a)(ii), for "Corporations Law" substitute "Corporations Act".

(a)	in the definition of "corporation", for "Corporations Law" substitute "Corporations Act";
(b)	in the definition of "secretary", for "Corporations Law, means the agent of that company appointed for the purposes of the Corporations Law" substitute "Corporations Act, means a local agent of that company appointed for the purposes of that Act".

"(3)	If the person to be served is a company or registered body (within the meaning of the Corporations Act), the document may be served on that person in
accordance with section 109X or 601CX of that Act, as the case requires.".

(b)	the definitions of "accounting records" and "accounts" are repealed;
(c)	in the definition of "deed of arrangement", for "Corporations Law as adopted and applying" substitute "Corporations Act as applying";
(d)	in the definition of "foreign co-operative", for "Corporations Law" substitute "Corporations Act";
(e)	in the definition of "officer", in paragraph (f)(i), for "Corporations Law as adopted and applying" substitute "Corporations Act as applying";
(f)	in the definition of "records", for "accounts, accounting records" substitute "financial records, financial statements";
(g)	in the definition of "subsidiary", for "Corporations Law" substitute "Corporations Act".

(a)	provisions that relate to any matter that the regulations provide is not to be excluded from the operation of the Corporations legislation; or
(b)	provisions that relate to the role of a co-operative in the formation of a company; or
(c)

(d)	provisions that confer or impose functions on a co-operative as a member, or former member, of a corporation; or
(e)	provisions that relate to dealings by a co-operative in securities of a body corporate,

(j)	provisions relating to the conduct of securities business; or
(k)	provisions relating to dealers' financial statements and audit; or
(l)	provisions relating to money and scrip of dealers' clients; or
(m)	provisions relating to registers of interests in securities.

(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.

(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 provision") in relation to any provisions of the Corporations legislation (the "applied provisions"), the declaratory provision is taken to specify the following modifications—
(a)	a reference in the applied provisions to articles or memorandum of association is to read as a reference to rules;
(b)	a cross-reference in the applied provisions 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 in the applied provisions to the Gazette is to be read as a reference to the Government Gazette;
(d)	a reference in the applied provisions to the Commonwealth is to be read as a reference to Victoria;
(e)	any of the applied provisions that are not relevant to co-operatives or that are incapable of application to co-operatives are to be ignored;
(f)	modifications directed by the Registrar under sub-section (2).

(a)	in paragraph (b), for "Corporations Law as adopted and applying" substitute "Corporations Act as applying";
(b)	in paragraph (f), for "Corporations Law" substitute "Corporations Act".

(a)	a reference in those provisions to corporations is to be read as a reference to co-operatives;
(b)	any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.

(a)	a reference in those sections to a company is to be read as a reference to a co-operative;
(b)	a reference in those sections to ASIC is to be read as a reference to the Registrar;
(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.

(a)	a reference in those provisions to a company or to a public company is to be read as a reference to a co-operative;
(b)	a reference in those provisions to the Court is to be read as a reference to the Supreme Court;
(c)	a reference in those provisions to "prescribed" is to be read as a reference to "approved by the Registrar";
(d)	a reference in those provisions to securities is to be read as a reference to debentures;
(e)	any offence created in respect of those provisions is the offence set out in sub-section (2);
(f)	any penalty for the offence referred to in paragraph (e) is the penalty set out in sub- section (2);
(g)	those provisions apply as if sections 293, 294, 300(8), 300(9), 301(2), 340, 341 and 342 of the Corporations Act were omitted;
(h)	any other modifications (within the meaning of Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.

(a)	keep financial records and prepare financial statements and financial reports as required by this Act and the regulations; and
(b)	ensure that those financial statements and financial reports are audited in accordance with this Act and the regulations.

(a)	requiring the submission of financial statements and financial reports to the Australian Accounting Standards Board;
(b)	requiring the adoption by a co-operative of the same financial year for each entity that the co- operative controls.'.

(a)	those provisions apply as if a co-operative were a company; and
(b)	a reference in those provisions to a corporation includes a reference to a co-operative; and
(c)	a reference in those provisions to ASIC is a reference to the Registrar.

(a)	a reference in 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 those provisions to ASIC is to be read as a reference to the Registrar;
(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 Registrar has, as a result of an inquiry conducted under Division 2 or Division 4 of Part 15 of the Co-operatives Act 1996, 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 Registrar is holding or has held an inquiry under Division 2 or Division 4 of Part 15 of the Co-operatives Act 1996 in relation to—";

(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 co-operative in accordance with the rules'';
(g)	section 542(3) is to be considered to be amended by inserting after paragraph (c)—

(j)	for the purposes of the application of those provisions to a winding up on the certificate of the Registrar, the winding up is to be considered to be a voluntary winding up (but section 490 (When company cannot be wound up voluntarily) of the Corporations Act does not apply);
(k)	those provisions are to be read subject to sections 76 (Liability of members to co-operative) and 322 (Liability of member to contribute in a winding up where shares forfeited etc.) of this Act for the purposes of determining the liability of members and

(a)	those provisions are to be read as if a co- operative were a company;
(b)	those provisions are to be read as including the provisions of section 324 of this Act;
(c)	a reference in those provisions to sections 128 and 129 of the Corporations Act is to be read as a reference to sections 43 to 45 and 47 of this Act;
(d)	a reference in those provisions to an administrator appointed under a provision of Part 5.3A is to be read as including a reference to an administrator appointed by the Registrar under the provision included by paragraph (b);
(e)	a reference in those provisions to ASIC is to be read as a reference to the Registrar;

(a)	those provisions are to be read as if a co-operative were a company;
(b)	a reference in those provisions to any provision of sections 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 Part 3 of the Corporations (Ancillary Provisions) Act 2001) that are prescribed by the regulations.