Corporations Legislation Amendment Act 1990 (Cth)
PART 1—PRELIMINARY
Section
1. Short title
2. Commencement
PART 2—CONVERTING THE CORPORATIONS ACT 1989 INTO A LAW
FOR THE GOVERNMENT OF THE AUSTRALIAN CAPITAL
TERRITORY
3. Principal Act
4. What this Part does
5. Title
6. New Parts providing for the Corporations Law to apply in the Australian Capital Territory:
PART 1—PRELIMINARY
1. Short title
2. Commencement
3. Object
4. Interpretation
PART 2—THE CORPORATIONS LAW, AND THE
CORPORATIONS REGULATIONS, OF THE CAPITAL
TERRITORY
5. Application in the Capital Territory of the Corporations Law
6. Application of regulations in force under section 22
TABLE OF PROVISIONS—
Section
7. Interpretation of some expressions in the Corporations Law, and the Corporations Regulations, of the Capital Territory
8. Corporations Law of the Capital Territory taken to be an Act
9. Corporations Law, and Corporations Regulations, of the Capital Territory not to be affected by later Commonwealth laws
10. Relationship between the Corporations Law, and the Corporations Regulations, of the Capital Territory and the laws of the Capital Territory
11. Operation of particular Acts of the Capital Territory
PART 3—CITING THE CORPORATIONS LAW AND THE CORPORATIONS REGULATIONS
12. Simpler citation of Corporations Law, and Corporations Regulations, of the Capital Territory
13. References to Corporations Law, and Corporations Regulations, of other jurisdictions
14. References to Corporations Law and Corporations Regulations
15. Saving of citation provisions of other jurisdictions
PART 4—APPLICATION OF THE CORPORATIONS LAW TO THE CROWN
16. Interpretation
17. Corporations Law of the Capital Territory
18. Corporations Law of other jurisdictions
19. Crown not liable to prosecution
20. This Part overrides the prerogative
PART 5—POWER TO MAKE REGULATIONS FOR THE PURPOSES OF THE CORPORATIONS LAW
21. Interpretation
22. The Corporations Regulations
23. Regulations may provide for application orders to specify matters
24. Scope of particular regulations
25. Power to prescribe fees
26. Aspects of the power to prescribe fees
27. Effect of certain provisions
28. Verifying or certifying documents
29. Documents lodged by an agent
30. Exemptions from Chapter 7 or 8
31. Penalty notices
PART 6—ACCOUNTING STANDARDS
32. Accounting standards
PART 7—IMPOSITION OF FEES AND TAXES
33. Fees (including taxes) for chargeable matters
34. Contributions and levies for fidelity funds of securities exchanges
35. Levies for National Guarantee Fund
36. Contributions and levies for fidelity funds of futures organisations
PART 8—NATIONAL ADMINISTRATION AND ENFORCEMENT OF THE CORPORATIONS LAW
37. Object
38. Interpretation
TABLE OF PROVISIONS—
Section
39. Effect of Part
40. Object
41. Effect of Division
42. Application of Commonwealth laws in relation to offences against applicable provisions of other jurisdictions
43. Functions and powers under Commonwealth laws as applying because of section 42
44. References in a Commonwealth law to a provision of a Commonwealth law
45. How offences against applicable provisions of other jurisdictions are to be treated
46. Ministers
47. Prescribed functions and powers
48.
Gazette notices under corresponding laws
PART 9—JURISDICTION AND PROCEDURE OF COURTS
49. Operation of Division
50. Interpretation
51. Jurisdiction of Federal Court and State and Territory Supreme Courts
52. Appeals
53. Transfer of proceedings
54. Conduct of proceedings
55. Courts to act in aid of each other
56. Exercise of jurisdiction pursuant to cross-vesting provisions
57. Rights of appearance
58. Limitation on appeals
59. Enforcement of judgments etc.
60. Rules of the Federal Court
61. Rules of the Supreme Court
62. Operation of Division
63. Interpretation
64. Jurisdiction of courts
65. Laws to be applied
PART 10—THE NATIONAL GUARANTEE FUND
66. Interpretation
67. Minister to nominate SEGC
68. SEGC’s functions and powers under Part 7.10 of the Corporations Law
69. Establishment of National Guarantee Fund
PART 11—MISCELLANEOUS
70. National business names register
71. Companies Unclaimed Money Account
72. Companies Liquidation Account
73. Regulations for the purposes of this Act
TABLE OF PROVISIONS—
Section
PART 12—TRANSITIONAL
74. Co-operative Scheme Acts
75. National scheme laws of the Capital Territory
76. National scheme laws prevail over Co-operative Scheme Acts
77. Regulations may exclude residual operation of Co-operative Scheme Acts
78. Effect of sections 76 and 77
79. Regulations may modify Co-operative Scheme Acts
80. Updating references to Co-operative Scheme Acts and regulations
81. Saving of provisions about Australian Stock Exchange Limited
PART 13—THE CORPORATIONS LAW
82. The Corporations Law
7. The Principal Act becomes part of the Corporations Law
PART 3—AMENDMENTS OF THE CORPORATIONS LAW
8. Principal Law
9. Amendments
PART 4—AMENDMENTS OF THE AUSTRALIAN SECURITIES COMMISSION ACT 1989
10. Principal Act
11. What this Part does
12. Repeal of section 1 and substitution of new Divisions:
1. Objects
1a. Short title
1b. Alternative citations of this Act and regulations under section 251
1c. Citation of provisions of this Act, and regulations under section 251, applying as law of another jurisdiction
1d. References to ASC Law and ASC Regulations
1e. Saving of citation provisions of other jurisdictions
13. Repeal of section 3
14. Insertion of new Division heading
15. Further amendments
PART 5—AMENDMENTS OF OTHER ACTS
16. Amendments of the Acts Interpretation Act
17. Amendments of the Cash Transaction Reports Act
18. Amendments of the Crown Debts (Priority) Act
19. Amendments of the Taxation Administration Act
PART 6—REPEAL OF ACTS
20. Repeals
SCHEDULE 1
AMENDMENTS TO ENABLE THE CORPORATIONS LAW TO BE APPLIED AS A LAW OF EACH STATE AND TERRITORY
TABLE OF PROVISIONS—
SCHEDULE 2
AMENDMENTS TO CHANGE “ACT” TO “LAW”
SCHEDULE 3
SUBSTANTIVE AMENDMENTS OF THE CORPORATIONS LAW
SCHEDULE 4
TECHNICAL AMENDMENTS OF THE CORPORATIONS LAW
SCHEDULE 5
AMENDMENTS RELATING TO BUY-BACKS
SCHEDULE 6
AMENDMENTS RELATING TO ON-MARKET SHARE BUY-BACKS
SCHEDULE 7
AMENDMENTS OF THE AUSTRALIAN SECURITIES COMMISSION ACT 1989
[
The Parliament of Australia enacts:
(
3. In this Part,“Principal Act” means theCorporations Act 1989 1 .
“1. This Act may be cited as the
Corporations Act 1989.
“2. (1) Subject to this section, the provisions of this Act commence on a day or days to be fixed by Proclamation.
“(2) This Part commences on the day on which section 6 of the
“3. (1) The object of this Act (other than Part 8) is to make a law for the government of the Australian Capital Territory in relation to corporations, securities, the futures industry and some other matters.
“(2) This Act has effect, and is to be interpreted, accordingly.
“(3) Despite subsection (1) of this section and subsection 8 (1) of this Act, neither this Act nor the Corporations Law of the Australian Capital Territory is, for the purposes of subsection 22 (3) of the
“4. (1) In this Act, unless the contrary intention appears:
(a) the Corporations Law, or Corporations Regulations, of that jurisdiction; or
(b) the ASC Law, or ASC Regulations, of that jurisdiction; or
(c) in the case of the Capital Territory—a Commonwealth law as applying, of its own force or because of another Commonwealth law, in relation to:
(i) an offence against; or
(ii) an act, matter or thing arising under or in respect of;
a provision that, because of any other application or applications of this definition, is an applicable provision of the Capital Territory or any other jurisdiction; or
(d) in the case of a jurisdiction other than the Capital Territory—a Commonwealth law as applying, because of a law of that jurisdiction, in relation to:
(i) an offence against; or
(ii) an act, matter or thing arising under or in respect of;
a provision that, because of any other application or applications of this definition, is an applicable provision of that or any other jurisdiction;
Territory, the ASC Law of the Capital Territory or provisions prescribed by regulations under section 73;
“(2) For the purposes of this Act, the Jervis Bay Territory is taken to be part of the Australian Capital Territory.
“5. The Corporations Law set out in section 82 as in force for the time being:
(a) applies as a law for the government of the Capital Territory; and
(b) as so applying, may be referred to as the Corporations Law of the Capital Territory.
“6. (1) The regulations in force for the time being under section 22:
(a) apply as regulations in force for the purposes of the Corporations Law of the Capital Territory; and
(b) as so applying, may be referred to as the Corporations Regulations of the Capital Territory.
“(2) Subject to subsection (3) of this section, where regulations under section 22 are expressed to take effect from a specified day that is earlier than the day when they are notified in the
“(3) Subsection (2) does not apply in a case where, if those regulations took effect from the specified day:
(a) the rights of a person (other than the Commonwealth, a State, the Capital Territory or an authority of the Commonwealth or of a State or the Capital Territory) existing at the day of notification would be affected in a manner prejudicial to that person; or
(b) liabilities would be imposed on a person (other than the Commonwealth, a State, the Capital Territory or an authority of the Commonwealth or of a State or the Capital Territory) in
respect of anything done or omitted to be done before the day of notification.
“(4) A reference in subsection (3) to rights being affected or liabilities being imposed includes a reference to rights being affected, or liabilities being imposed, because of the effect that those regulations would have because of a provision of a law of a jurisdiction other than the Capital Territory that corresponds to this section.
“(5) If subsection (3) applies, those regulations take effect from the day of notification.
“(6) Since subsections (3), (4) and (5) of this section cover the same ground as subsection 48 (2) of the
“7. In the Corporations Law, and the Corporations Regulations, of the Capital Territory:
(a) in section 919, 942, 1236 or 1351 of that Law—an Act of the Parliament; and
(b) in section 111c of that Law—an Act of the Parliament or an Act or Ordinance of the Capital Territory; and
(c) otherwise—an Act or Ordinance of the Capital Territory;
“8. (1) Except as provided in this section or as prescribed by regulations under section 73, the Corporations Law of the Capital Territory is taken for all purposes to be an Act.
“(2) Part 1.2 of the Corporations Law of the Capital Territory has effect to the exclusion of the
“(3) Subject to subsection (2), the
“(4) The
“(5) An application order under section 111a of the Corporations Law of the Capital Territory is not a statutory rule within the meaning of the
“9. (1) An Act enacted, or an instrument made under an Act, after the commencement of this section is not to be interpreted as amending or repealing, or otherwise altering the effect or operation of, a provision of the Corporations Law, or of the Corporations Regulations, of the Capital Territory.
“(2) Subsection (1) does not affect the interpretation of an Act, or of an instrument made under an Act, so far as that Act provides expressly for that Act or instrument, as the case may be, to have effect despite a specified provision, or despite any provision, of the Corporations Law, or of the Corporations Regulations, of the Capital Territory.
“10. (1) In this section:
“(2) The object of this section is to avoid or resolve inconsistencies between the Law and the laws of the Capital Territory.
“(3) Subject to this section, the Law has effect despite anything in a law of the Capital Territory.
“(4) Regulations under section 73:
(a) may provide that specified laws of the Capital Territory have effect despite the Law or specified provisions of the Law; and
(b) may provide that the Law, or specified provisions of the Law, has or have effect with such modifications as the regulations prescribe.
“(5) Regulations that are made under section 73 and take effect within 12 months after the commencement of this section may amend or repeal laws of the Capital Territory.
“(6) Regulations in force because of subsection (4) or (5) have effect accordingly.
“(7) Nothing in subsection (2) affects the validity of regulations purporting to be made under section 73.
“11. (1) Section 477 of the Corporations Law of the Capital Territory has effect as provided by section 39 of the
“(2) Division 6 of Part 5.6 of the Corporations Law of the Capital Territory has effect subject to section 40 of the
“(3) Part 5.7 of the Corporations Law of the Capital Territory does not apply to:
(a) a society registered under the
Co-operative Societies Act 1939 of that Territory; or(b) a body corporate constituted under the
Unit Titles Act 1970 of that Territory.
“(4) An Act of the Capital Territory may provide that, where an incorporated association is being wound up under Part 5.7 of the Corporations Law of the Capital Territory, specified provisions of the Act apply, and where such an Act so provides, that Part has effect subject to the specified provisions.
“(5) An Act of the Capital Territory may provide that Part 5.7 of the Corporations Law of the Capital Territory applies, subject to the modifications and adaptations prescribed by the Act, in relation to the winding up of an incorporated association, and where such an Act so provides, that Part applies accordingly.
“(6) In subsection (4) or (5):
“(7) The Corporations Law of the Capital Territory has effect subject to sections 23 and 24 of the
“(8) Nothing in this section limits, or is limited by, anything in section 10.
“12. (1) The Corporations Law of the Capital Territory may be referred to simply as the Corporations Law.
“(2) The Corporations Regulations of the Capital Territory may be referred to simply as the Corporations Regulations.
“(3) This section has effect subject to section 14.
“13. (1) This section has effect for the purposes of an Act, a law of the Capital Territory, or an instrument made under an Act or under such a law.
“(2) Where a law of a jurisdiction other than the Capital Territory that corresponds to section 5 provides that the Corporations Law set out in section 82 as in force for the time being applies as law of that jurisdiction, the Corporations Law of that jurisdiction is the Corporations Law so set out, applying as law of that jurisdiction.
“(3) Where a law of a jurisdiction other than the Capital Territory that corresponds to section 6 provides that the regulations in force for the time being under section 22 apply for the purposes of the Corporations Law of that jurisdiction, the Corporations Regulations of that jurisdiction are those regulations as so applying.
“14. (1) The object of this section is to help ensure that the Corporations Law of the Capital Territory operates, so far as possible, as if that Law, together with the Corporations Law of each jurisdiction other than the Capital Territory, constituted a single national Corporations Law applying of its own force throughout Australia.
“(2) Subject to this section, a reference in an instrument to the Corporations Law, or to the Corporations Regulations, is to be taken, for the purposes of the laws of the Commonwealth and of the laws of the Capital Territory:
(a) to be a reference to the Corporations Law, or to the Corporations Regulations, of the Capital Territory; and
(b) to include a separate reference to the Corporations Law, or to the Corporations Regulations, of each jurisdiction other than the Capital Territory.
“(3) Subsection (2) has effect except so far as the contrary intention appears in the instrument, or the context of the reference otherwise requires.
“(4) Without limiting subsection (3), subsection (2) does not apply in relation to a reference expressed as a reference to the Corporations Law, or to the Corporations Regulations, of a jurisdiction.
“(5) In this section:
(a) an Act or an instrument made under an Act; or
(b) a law of the Capital Territory or an instrument made under such a law; or
(c) an award or other industrial determination or order, or an industrial agreement; or
(d) any other order (whether executive, judicial or otherwise); or
(e) a notice, certificate or licence; or
(f) an agreement; or
(g) an application made, information laid, affidavit sworn, or warrant issued, for any purpose; or
(h) an indictment, presentment, summons or writ; or
(j) any other pleading in, or process issued in connection with, a legal or other proceeding; or
(k) any other document whatever.
“15. Subject to section 14, section 12 is not intended to prevent a law of a jurisdiction other than the Capital Territory from:
(a) providing that the Corporations Law, or the Corporations Regulations, of that jurisdiction may be referred to simply as the Corporations Law, or the Corporations Regulations; or
(b) providing for how a reference to the Corporations Law, or to the Corporations Regulations, is to be interpreted for the purposes of the laws of that jurisdiction.
“16. To avoid doubt, a reference in this Part to the Crown in a particular right includes a reference to an instrumentality or agency (whether a body corporate or not) of the Crown in that right.
“17. (1) Chapter 5 (except Part 5.8) of the Corporations Law of the Capital Territory binds the Crown in right of the Commonwealth, of each of the States, of the Capital Territory, of the Northern Territory and of Norfolk Island.
“(2) To avoid doubt, Chapter 7 of the Corporations Law of the Capital Territory does not bind the Crown in right of the Commonwealth, of any State, of the Capital Territory, of the Northern Territory or of Norfolk Island.
“18. Chapter 5 (except Part 5.8) of the Corporations Law of each jurisdiction other than the Capital Territory binds the Crown in right of the Commonwealth, of the Capital Territory and of Norfolk Island.
“19. Nothing in this Part, or in the Corporations Law, renders the Crown in any right liable to be prosecuted for an offence.
“20. Where, because of this Part, a provision of a law of a State binds the Crown in right of the Commonwealth, of the Capital Territory or of Norfolk Island, the Crown in that right is subject to that provision despite any prerogative right or privilege.
“21. (1) In this Part, unless the contrary intention appears:
“(2) An expression has in this Part the meaning it would have if this Part were in Chapter 9 of the Law.
“22. The Governor-General may make regulations, not inconsistent with this Act or the Law, prescribing matters:
(a) required or permitted by the Law to be prescribed by regulations within the meaning of the Law; or
(b) necessary or convenient to be prescribed by such regulations for carrying out or giving effect to the Law;
and, in particular, may make regulations:
(c) for or in relation to the keeping of registers by the Commission, the lodging of documents with the Commission, the registration of documents by the Commission, the time and manner of lodging or registration, and the requirements with which documents lodged or to be lodged are to comply; and
(d) prescribing forms for the purposes of the Law and the method of verifying any information required by or in those forms; and
(e) prescribing the manner in which, the persons by whom, and the directions or requirements in accordance with which, the forms prescribed for the purposes of the Law, or any of them, are required or permitted to be signed, prepared, or completed, and generally regulating the signing, preparation and completion of those forms, or any of them; and
(f) for or in relation to the convening of, conduct of, and procedure and voting at, meetings of creditors, meetings of contributories and meetings of holders of debentures, and joint meetings of
creditors and members of companies, the number of persons required to constitute a quorum at any such meeting, the sending of notices of meetings to persons entitled to attend at meetings, the lodging of copies of notices of, and of resolutions passed at, meetings, and generally regulating the conduct of, and procedure at, any such meeting; and
(g) prescribing the persons by whom, and the circumstances and manner in which, proxies may be appointed and generally regulating the appointment and powers of proxies; and
(h) for or in relation to the proving of debts in the winding up of a company, the manner of proving debts and the time within which debts are required or permitted to be proved and generally regulating the proving of debts; and
(j) prescribing the manner in which a liquidator appointed by the Court may:
(i) exercise powers and perform functions under subsection 478 (1) of the Law; and
(ii) exercise any powers conferred, and perform any duties imposed, on the liquidator by regulations made for the purposes of subsection 488 (1) of the Law; and
(k) prescribing the manner in which a liquidator in a voluntary winding up may exercise powers and perform functions under section 506 of the Law; and
(m) prescribing times for the lodging of any documents; and
(n) for or in relation to the publication of advertisements offering the services of dealers or investment advisers or offering securities for purchase or sale, and the form and content of those advertisements; and
(p) for or in relation to the publication of advertisements offering the services of futures brokers or futures advisers or offering to deal in futures contracts, and the form and content of those advertisements; and
(q) for or in relation to the form of balance-sheets and profit and loss accounts required by the Law to be prepared by dealers or futures brokers; and
(r) for or in relation to prohibiting, or regulating the manner and extent of, the offsetting by a futures broker of dealings in futures contracts (as between dealings on the broker’s own account and dealings on behalf of a client or as between dealings on behalf of a client and dealings on behalf of another client) and, without limitation, regulating the manner of, or requiring, the making of margin calls in respect of dealings in futures contracts effected by a futures broker; and
(s) for or in relation to the furnishing to the Commission of information in addition to, or in variation of, the information contained in a prescribed form lodged with it; and
(t) for or in relation to the times within which information required to be furnished to the Commission under the Law shall be so furnished; and
(u) for or in relation to the manner in which:
(i) orders made under the Law may be served on persons affected by the orders; and
(ii) documents that are required or permitted by the Law to be served on a person may be so served; and
(w) prescribing penalties not exceeding $1,000 for contraventions of the regulations.
“23. The regulations may require or permit matters to be specified, for the purposes of the regulations, by or in application orders.
“24. Except as otherwise expressly provided in this Act or the Law, the regulations may be of general or specially limited application or may differ according to differences in time, locality, place or circumstance.
“25. The regulations may prescribe fees (including fees that are taxes) for chargeable matters.
“26. (1) The regulations may provide for a fee for a chargeable matter to be determined by reference to a prescribed matter or prescribed matters, whether or not the prescribed matter, or any of the prescribed matters, has a direct or indirect connection with the chargeable matter.
“(2) A fee prescribed as a stated amount shall not exceed $5,000.
“(3) Two or more fees may be prescribed for the same chargeable matter.
“(4) In this section:
“27. Neither of section 24 and subsection 26 (1) limits the generality of the other or of section 25.
“28. The regulations may:
(a) where documents required by or under the Law to be lodged in accordance with the Law are required to be verified or certified
and no manner of verification or certification is prescribed by or under the Law—require that the documents or any of them be verified or certified by statement in writing made by such persons as are prescribed by the regulations; and
(b) where no express provision is made in the Law for verification or certification of documents—require that the documents be verified or certified by statement in writing by such persons as are prescribed.
“29. The regulations may provide, in such cases as are prescribed, that, if a document that is required by or under the Law to be lodged is signed or lodged on behalf of a person by an agent duly authorised by writing, there must be:
(a) lodged with; or
(b) endorsed on; or
(c) annexed to;
that document, the original, or a verified copy, of the authority.
“30. The regulations may provide that, subject to any prescribed terms and conditions, Chapter 7 or 8, or specified provisions of Chapter 7 or 8, of the Law:
(a) do not have effect in relation to a specified person or class of persons; or
(b) have effect in relation to a specified person or class of persons to such extent only as is prescribed; or
(c) do not have effect in relation to a specified transaction or class of transactions; or
(d) do not have effect in relation to a specified transaction or class of transactions entered into by a specified person or class of persons;
and may provide that a contravention of a prescribed term or condition is an offence against the regulations.
“31. (1) The regulations:
(a) may prescribe offences against the Law (not being offences the penalties applicable to which include a term of imprisonment or a pecuniary penalty that exceeds $1,000), or offences against the regulations, for the purposes of section 1313 of the Law; and
(b) must, in relation to each offence that is prescribed under this subsection:
(i) prescribe the particulars of that offence that are to be
given in a notice served on a person under that section in relation to the offence; and
(ii) prescribe the amount of the penalty (being not more than half the amount of the penalty applicable to the offence) that is payable in respect of the offence under a notice served on a person under that section in relation to the offence.
“(2) In subsection (1), a reference to a penalty applicable to an offence is a reference to the penalty that is applicable to that offence because of any of the provisions of section 1311 of the Law.
“(3) The particulars of an offence required to be prescribed by subparagraph (1) (b) (i) may be prescribed by being set out in the form prescribed for the purposes of section 1313 of the Law in relation to the offence.
“32. (1) The Australian Accounting Standards Board may make for the purposes of Parts 3.6 and 3.7 of the Corporations Law of the Capital Territory a written accounting standard that is not inconsistent with that Law or the Corporations Regulations of that Territory.
“(2) An instrument made under subsection (1) is a disallowable instrument for the purposes of section 46a of the
“(3) In considering whether or not to make a particular instrument under subsection (1), the Board must have regard to:
(a) the effect the instrument would have for the purposes of Parts 3.6 and 3.7 of the Corporations Law of each jurisdiction other than the Capital Territory because of a law of that jurisdiction that corresponds to this Act; and
(b) the fact that section 48 of the
Acts Interpretation Act 1901 would apply in relation to the instrument because of subsection (2) of this section.
“33. This section imposes the fees (including fees that are taxes) that the Corporations Regulations of the Capital Territory prescribe.
“34. (1) This section imposes:
(a) the contribution payable under subsection 902 (1) of the
Corporations Law of the Capital Territory by a person who wishes to be admitted to membership of a securities exchange, or to a partnership in a member firm recognised by a securities exchange; and
(b) the annual contribution payable under subsection 902 (2) of that Law by a member of a securities exchange; and
(c) any levy payable under section 904 of that Law by a member of a securities exchange.
“(2) An expression has in subsection (1) the meaning it would have if this section were in Part 7.9 of the Corporations Law of the Capital Territory.
“35. This section imposes any levy that is payable under section 938, 940 or 941 of the Corporations Law of the Capital Territory.
“36. (1) This section imposes:
(a) the contribution payable under subsection 1234 (1) of the Corporations Law of the Capital Territory by a person who wishes to be admitted to membership of a futures organisation; and
(b) the annual contribution payable under subsection 1234 (2) of that Law by a contributing member of a futures organisation; and
(c) any levy payable under section 1235 of that Law by a contributing member of a futures organisation.
“(2) An expression has in subsection (1) the meaning it would have if this section were in Part 8.6 of the Corporations Law of the Capital Territory.
“37. The object of this Part is to help ensure that:
(a) the Corporations Law of the Capital Territory, and the Corporations Law of each jurisdiction other than the Capital Territory, are administered and enforced on a national basis, in the same way as if those Laws constituted a single law of the Commonwealth; and
(b) the ASC Law of the Capital Territory, and the ASC Law of
each jurisdiction other than the Capital Territory, are administered and enforced on a national basis, in the same way as if those Laws constituted a single law of the Commonwealth.
“38. In this Part:
(a) a body corporate, or an unincorporated body, established for a public purpose by or in accordance with an Act; and
(b) a court, tribunal or authority established by or in accordance with an Act;
for example:
(c) the Administrative Appeals Tribunal; and
(d) the Australian Federal Police;
(a) an Act of a jurisdiction (other than the Capital Territory) that corresponds to this Act; or
(b) regulations made under such an Act; or
(c) the Corporations Law, Corporations Regulations, ASC Law, or ASC Regulations, or any other applicable provision, of such a jurisdiction; or
(d) rules of court made because of such an Act;
(a) a Minister; and
(b) a person holding:
(i) an office established by or under an Act; or
(ii) an appointment made under an Act; or
(iii) an appointment made by the Governor-General or a Minister but not under an Act; and
(c) a person who is a member or officer of an authority of the Commonwealth; and
(d) a person who is in the service or employment of the Commonwealth, or of an authority of the Commonwealth, or is employed or engaged under an Act;
for example:
(e) a member or special member of the Australian Federal Police; and
(f) the Director of Public Prosecutions; and
(g) the Ombudsman; and
(h) the Privacy Commissioner; and
(j) a Special Prosecutor.
“39. Nothing in this Part limits the generality of anything else in it.
“40. The object of this Division is to further the object of this Part by providing for an offence against an applicable provision of another jurisdiction to be treated in the Capital Territory as if it were an offence against a law of the Commonwealth.
“41. (1) This Division has effect subject to this Act, the Corporations Law of the Capital Territory and the
“(2) The provisions of subsections 42 (2), (3) and (4) and sections 43 and 44, and any other provision of this Act that has effect for the purposes of any of those provisions, extend to each external Territory.
“42. (1) The Commonwealth laws apply, as laws for the government of the Capital Territory, in relation to an offence against the applicable provisions of another jurisdiction as if those provisions were laws of the Commonwealth.
“(2) The Commonwealth laws that extend to an external Territory apply, as laws for the government of that Territory, in relation to an offence against the applicable provisions of a jurisdiction other than the Capital Territory as if those provisions were laws of the Commonwealth.
“(3) A Commonwealth law, as applying because of subsection (1) or (2), does not require, prohibit, empower, authorise, or otherwise provide for, the doing of an act outside the Capital Territory, or the external Territory concerned, as the case may be.
“(4) The effect that a Commonwealth law has because of subsection (1) or (2) is additional to, and does not prejudice, the effect that the Commonwealth law otherwise has.
“43. (1) This section applies to a Commonwealth law that confers on an officer or authority of the Commonwealth a function or power in relation to an offence against an applicable provision of the Capital Territory.
“(2) The Commonwealth law, as applying because of subsection 42 (1) or (2), confers on that officer or authority the same function or power in relation to an offence against the corresponding applicable provision of a jurisdiction other than the Capital Territory.
“(3) The function or power referred to in subsection (2) may only be performed or exercised in the Capital Territory, or in the external Territory concerned, as the case may be.
“(4) In performing the function or power referred to in subsection (2), the officer or authority must act as nearly as practicable as the officer or authority would act in performing or exercising the same function or power in relation to an offence against the corresponding applicable provision of the Capital Territory.
“44. A reference in a Commonwealth law to a provision of that or another Commonwealth law is taken, for the purposes of the first-mentioned law as applying because of subsection 42 (1) or (2), to be a reference to that provision as applying because of that subsection.
“45. (1) For the purposes of a law of the Commonwealth or a law of the Capital Territory, an offence against the applicable provisions of a jurisdiction other than the Capital Territory:
(a) is taken to be an offence against the laws of the Commonwealth, in the same way as if those provisions were laws of the Commonwealth; and
(b) is taken not to be an offence against the laws of that jurisdiction.
“(2) Subsection (1) has effect for the purposes of a law:
(a) only in so far as it is within the authority of the Parliament to provide in relation to that law as mentioned in paragraph (1) (a); and
(b) except as prescribed by regulations under section 73.
“(3) Subsection (1) does not have effect for the purposes of this Division or of the Corporations Law, or the ASC Law, of the Capital Territory.
“46. A Minister has such functions and powers as are expressed to be conferred on him or her by or under a corresponding law.
“47. (1) Regulations under section 73 may provide that prescribed authorities and officers of the Commonwealth have prescribed functions and powers that are expressed to be conferred on them by or under corresponding laws.
“(2) Regulations under section 73 may provide for and in relation to the doing of acts in the Capital Territory by authorities and officers of the Commonwealth in the performance of functions, and the exercise of powers, that are prescribed because of subsection (1) of this section.
“(3) Regulations in force because of this section have effect accordingly.
“48. Where a provision of a corresponding law is expressed to require or permit a document, or a copy of a document, to be published in the
“49. (1) This Division provides in relation to:
(a) the jurisdiction of courts in respect of matters other than criminal matters (in this Division called
‘civil’ matters) arising under the Corporations Law of the Capital Territory; and(b) the jurisdiction of the courts of the Capital Territory in respect of civil matters arising under any Corporations Law of a State;
and so provides to the exclusion of:
(c) the
Jurisdiction of Courts (Cross-vesting) Act 1987 ; and(d) section 39b of the
Judiciary Act 1903.
“(2) Nothing in this Division affects any other jurisdiction of any court.
“50. (1) In this Division:
“(2) In this Division:
(a) a reference to the Corporations Law of the Capital Territory includes a reference to:
(i) the Corporations Regulations of the Capital Territory; and
(ii) the ASC Law of the Capital Territory; and
(iii) the ASC Regulations of the Capital Territory; and
(iv) any other applicable provisions (as defined in section 4) of the Capital Territory; and
(v) this Act; and
(vi) regulations made under section 73 of this Act or section 252 of the ASC Law of the Capital Territory; and
(vii) rules of court made by the Federal Court because of a provision of this Act, and rules of court applied by the Supreme Court of the Capital Territory, or of a State, when exercising jurisdiction conferred by this Division (including jurisdiction conferred by virtue of any previous application or applications of this subparagraph); and
(b) a reference to the Corporations Law of a State is a reference to the Corporations Law of that State within the meaning of the law of that State corresponding to this Division.
“51. (1) Jurisdiction is conferred on the Federal Court of Australia with respect to civil matters arising under the Corporations Law of the Capital Territory.
“(2) Subject to section 9 of the
“(3) The jurisdiction conferred on a Supreme Court by subsection (2) is not limited by any limits to which any other jurisdiction of that Supreme Court may be subject.
“52. (1) An appeal may not be instituted from a decision of a single Judge of the Federal Court to the Full Court of the Supreme Court of a State or Territory.
“(2) An appeal may not be instituted from a decision of a single Judge of the Supreme Court of a State or the Capital Territory to the Full Court of the Supreme Court of another jurisdiction.
“(3) An appeal may not be instituted from a decision of a single Judge of the Supreme Court of a State to the Full Court of the Federal Court.
“53. (1) This section applies to a proceeding with respect to a civil matter arising under the Corporations Law of the Capital Territory in a court having jurisdiction under section 51.
“(2) Where it appears to the court that, having regard to the interests of justice, it is more appropriate for the proceeding, or an application in the proceeding, to be determined by another court having jurisdiction in the matters for determination in the proceeding or application, the first-mentioned court may transfer the proceeding or application to that other court.
“(3) In deciding whether to transfer a proceeding or application under subsection (2), the court must have regard to:
(a) the principal place of business of any body corporate concerned in the proceeding or application; and
(b) the place or places where the events the subject of the proceeding or application took place.
“(4) The court may transfer the proceeding or application:
(a) on the application of a party made at any stage; or
(b) of the court’s own motion.
“(5) Where, under subsection (2), a court transfers a proceeding, or an application in a proceeding, to another court:
(a) the Registrar or other proper officer of the first-mentioned court must transmit to the Registrar or other proper officer of the other court all documents filed in the first-mentioned court in respect of the proceeding or application, as the case may be; and
(b) the other court must proceed as if:
(i) the proceeding had been originally instituted in the other court; and
(ii) the same proceedings had been taken in the other court as were taken in the first-mentioned court; and
(iii) in a case where an application is transferred—the application had been made in the other court.
“54. (1) Subject to sections 60 and 61, where it appears to a court that, in determining a matter for determination in a proceeding, the court will, or will be likely to, be exercising relevant jurisdiction, the rules of evidence and procedure to be applied in dealing with that matter are to be such as the court considers appropriate in the circumstances, being rules that are applied in a superior court in Australia or in an external Territory.
“(2) Where a proceeding is transferred or removed to a court (in this subsection called the
“(3) In this section:
(a) jurisdiction conferred on the Federal Court of Australia with respect to civil matters arising under the Corporations Law of the Capital Territory; or
(b) jurisdiction conferred on the Federal Court of Australia with respect to civil matters arising under the Corporations Law of a State, being jurisdiction that is being exercised by the Federal Court sitting in the Capital Territory; or
(c) jurisdiction conferred on the Supreme Court of the Capital Territory with respect to civil matters arising under the Corporations Law of a State; or
(d) jurisdiction conferred on the Supreme Court of a State with respect to civil matters arising under the Corporations Law of the Capital Territory.
“55. All courts having jurisdiction in civil matters arising under the Corporations Law of the Capital Territory, the Judges of those courts and the officers of, or under the control of, those courts must severally act in aid of, and be auxiliary to, each other in all such matters.
“56. (1) Nothing in this or any other Act is intended to override or limit the operation of a provision of a law of a State or Territory relating to cross-vesting of jurisdiction with respect to matters arising under the Corporations Law of the State or Territory.
“(2) The Federal Court or the Supreme Court of the Capital Territory may:
(a) exercise jurisdiction (whether original or appellate) conferred on that Court by a law of a State corresponding to this Division with respect to matters arising under the Corporations Law of a State; and
(b) hear and determine a proceeding transferred to that Court under such a provision.
“57. A person who is entitled to practise as a barrister or a solicitor, or as both a barrister and a solicitor, in a court has, if a proceeding (in this subsection referred to as the
is transferred to another court under this Division or a law of a State that corresponds to this Division, the same entitlements to practise in relation to:
(a) the transferred proceeding; and
(b) any other proceeding out of which the transferred proceeding arises or to which the transferred proceeding is related, being another proceeding that is to be determined together with the transferred proceeding;
in the other court that the person would have if the other court were a federal court exercising federal jurisdiction.
“58. An appeal does not lie from a decision of a court:
(a) in relation to the transfer of a proceeding under this Division; or
(b) as to which rules of evidence and procedure are to be applied pursuant to subsection 54 (1).
“59. (1) A judgment of the Federal Court or the Supreme Court of the Capital Territory that is given, in whole or in part, in the exercise of jurisdiction conferred by this Division, or by a law of a State that corresponds to this Division, is enforceable in the Capital Territory as if the judgment had been given by that Court entirely in the exercise of the jurisdiction of that Court apart from this Division or any such law.
“(2) Where:
(a) a provision of a law of the Commonwealth or of the Capital Territory (not being a law in relation to the enforcement of judgments) refers to a thing done by the Federal Court or the Supreme Court of the Capital Territory or of a State; and
(b) that thing is done by another court in the exercise of jurisdiction conferred by this Division or a law of a State corresponding to this Division;
the reference in that provision to the Federal Court or the Supreme Court of the Capital Territory, as the case may be, is taken as a reference to that other court.
“60. (1) The power to make rules of court conferred by section 59 of the
(a) with respect to proceedings, and the practice and procedure, of the Federal Court of Australia under that Law; and
(b) with respect to any matter or thing that is:
(i) required or permitted by that Law to be prescribed by rules within the meaning of that Law; or
(ii) necessary or convenient to be prescribed by such rules for carrying out or giving effect to that Law; and
(c) without limitation, with respect to costs, and with respect to rules about meetings ordered by the Federal Court of Australia.
“(2) When the Federal Court is exercising jurisdiction with respect to matters arising under the Corporations Law of a State, being jurisdiction conferred by a law of a State that corresponds to this Division, that Court must apply the rules of court made under subsection (1), with such alterations as are necessary.
“(3) In this section:
“61. (1) The Judges of the Supreme Court of the Capital Territory or a majority of them may make rules of court, not inconsistent with the Corporations Law of the Capital Territory:
(a) with respect to proceedings, and the practice and procedure, of that court under that Law; and
(b) with respect to any matter or thing that is:
(i) required or permitted by that Law to be prescribed by rules within the meaning of that Law; or
(ii) necessary or convenient to be prescribed by such rules for carrying out or giving effect to that Law; and
(c) without limitation, with respect to costs, and with respect to rules as to meetings ordered by that Court.
“(2) When the Supreme Court of the Capital Territory is exercising jurisdiction with respect to matters arising under the Corporations Law of a State, being jurisdiction conferred by a law of a State that corresponds to this Division, that Court must apply the rules of court made under subsection (1), with such alterations as are necessary.
“(3) When the Supreme Court of a State is exercising jurisdiction with respect to matters arising under the Corporations Law of the Capital Territory, being jurisdiction conferred by this Division, that Court must apply the rules of court made under the law of the State corresponding to subsection (1), with such alterations as are necessary.
“(4) In this section:
“62. This Division provides in relation to:
(a) the jurisdiction of courts in respect of criminal matters arising under the Corporations Law of the Capital Territory; and
(b) the jurisdiction of the courts of the Capital Territory in respect of criminal matters arising under the Corporations Law of any jurisdiction;
and so provides to the exclusion of sections 68, 70 and 70a of the
“63. (1) In this Division:
“(2) In this Division:
(a) a reference to the Corporations Law of the Capital Territory includes a reference to:
(i) the Corporations Regulations of the Capital Territory; and
(ii) the ASC Law of the Capital Territory; and
(iii) the ASC Regulations of the Capital Territory; and
(iv) any other applicable provisions (as defined in section 4) of the Capital Territory; and
(v) this Act; and
(vi) regulations made under section 73 of this Act or section 252 of the ASC Law of the Capital Territory; and
(vii) rules of court made by the Federal Court because of a provision of this Act, and rules of court applied by the Supreme Court of the Capital Territory, or of a State, when exercising jurisdiction conferred by this Division (including jurisdiction conferred by virtue of any previous application or applications of this subparagraph); and
(b) a reference to the Corporations Law of a State is a reference to the Corporations Law of that State within the meaning of the law of that State corresponding to this Division.
“64. (1) Subject to this section, the several courts of each State and the Capital Territory exercising jurisdiction:
(a) with respect to:
(i) the summary conviction; or
(ii) the examination and commitment for trial on indictment; or
(iii) the trial and conviction on indictment;
of offenders or persons charged with offences against the laws of the State or Capital Territory; and
(b) with respect to the hearing and determination of appeals arising out of any such trial or conviction or out of any connected proceedings;
have the equivalent jurisdiction with respect to offenders or persons charged with offences against the Corporations Law of the Capital Territory.
“(2) Where a provision of a law of a State corresponding to subsection (1) is expressed to confer jurisdiction with respect to offenders or persons who are charged with offences against the Corporations Law of that State upon a court of the Capital Territory, the court may exercise that jurisdiction.
“(3) The jurisdiction conferred by subsection (1) is not to be exercised with respect to the summary conviction, or examination and commitment for trial, of any person except by a magistrate.
“(4) The jurisdiction conferred by subsection (1) includes jurisdiction in accordance with provisions of a relevant law of a State or the Capital Territory, and:
(a) the reference in paragraph (1) (b) to ‘any such trial or conviction’ includes a reference to any conviction or sentencing in accordance with the provisions of a relevant law; and
(b) unless the contrary intention appears, a reference to jurisdiction conferred by subsection (1) includes a reference to such included jurisdiction.
“(5) A person may be dealt with in accordance with a relevant law even if, apart from this section, the offence concerned:
(a) would be required to be prosecuted on indictment; or
(b) would be required to be prosecuted either summarily or on indictment.
“(6) For the purposes of the application of a relevant law as provided by subsection (4):
(a) a reference in that law to an indictable offence is taken to include a reference to an offence that may be prosecuted on indictment; and
(b) in order to determine the sentence that may be imposed on a person by a court pursuant to the relevant law, the person is taken to have been prosecuted and convicted on indictment in that court.
“(7) Subject to subsections (9) and (10), the jurisdiction conferred on a court of a State or the Capital Territory by subsection (1) is conferred despite any limits as to locality of the jurisdiction of that court under the law of that State or of the Capital Territory.
“(8) Subject to subsection (9), the jurisdiction conferred on a court of the Capital Territory by a law of a State corresponding to subsection (1) may be exercised despite any limits as to locality of the jurisdiction of that court under the law of the Capital Territory.
“(9) Where:
(a) jurisdiction is conferred on a court of the Capital Territory in relation to the summary conviction of persons charged with offences against the Corporations Law of this or another jurisdiction by subsection (1) or a corresponding provision of a law of a State; and
(b) the court is satisfied that it is appropriate to do so, having regard to all the circumstances including the public interest;
the court may decline to exercise that jurisdiction in relation to an offence committed in a State.
“(10) The jurisdiction conferred on a court of a State by subsection (1) in relation to:
(a) the examination and commitment for trial on indictment; and
(b) the trial and conviction on indictment;
of offenders or persons charged with offences against the Corporations Law of the Capital Territory is conferred only in relation to:
(c) offences committed outside Australia; and
(d) offences committed, begun or completed within the State concerned.
“(11) In this section:
“65. (1) Subject to this Division, the laws of the Capital Territory respecting:
(a) the arrest and custody in the Territory of offenders or persons charged with offences; and
(b) criminal procedure in the Territory in relation to such persons;
apply in the Territory, so far as they are applicable, to persons who are charged with offences against the Corporations Law of the Capital Territory or of a State in respect of whom jurisdiction is conferred on a court of the Capital Territory by this Division or a corresponding law of a State.
“(2) Subject to this Division, the laws of a State respecting:
(a) the arrest and custody in that State of offenders or persons charged with offences; and
(b) criminal procedure in that State in relation to such persons;
apply in that State, so far as they are applicable, to persons who are charged with offences against the Corporations Law of the Capital Territory in respect of whom jurisdiction is conferred on a court of that State by this Division.
“(3) The application of laws by subsections (1) and (2) is in addition to, and not in derogation from, the application of laws effected by Part 8 or the corresponding law of a State.
“(4) In this section:
(a) the summary conviction; and
(b) the examination and commitment for trial on indictment; and
(c) the trial and conviction on indictment; and
(d) the hearing and determination of appeals arising out of any such trial or conviction or out of any related proceedings;
of offenders or persons charged with offences, and includes the procedure for holding accused persons to bail;
“66. In this Part:
“67. (1) Subject to subsection (3), the Minister may nominate in writing as the Securities Exchanges Guarantee Corporation a body corporate (whenever incorporated) that is, for the purposes of the Corporations Law of the Capital Territory, a company limited by guarantee.
“(2) The Commission must cause a copy of a nomination by the Minister under subsection (1) to be published in the
“(3) The Minister may only nominate a body corporate under subsection (1) if he or she is satisfied that:
(a) the Exchange is a member of the body corporate; and
(b) none of the members of the body corporate is a person other than an eligible exchange; and
(c) the body corporate’s constitution provides that no person, other than a person of a kind referred to in paragraph (b), may become or remain a member of the body corporate; and
(d) the body corporate will, if nominated under subsection (1), be able to perform and exercise SEGC’s functions and powers under the Fund provisions adequately and with due regard to the interests of the public; and
(e) the body corporate has obtained, or will within a reasonable period after being nominated under subsection (1) obtain, indemnity insurance in respect of its liabilities for:
(i) negligence in; and
(ii) defalcation, or fraudulent misuse of property, by an officer, employee or agent of the body corporate in connection with;
the performance or exercise of SEGC’s functions or powers under the Fund provisions, or has made or will make other satisfactory provisions for meeting those liabilities; and
(f) the body corporate’s business rules make satisfactory provision:
(i) for ensuring the safety of property received by the body corporate; and
(ii) generally for the protection of the interests of the public.
“(4) An expression has in subsection (3) the meaning it would have if this section were in Part 7.10 of the Corporations Law of the Capital Territory.
“(5) The body corporate that, immediately before the commencement of this Part, was the National Securities Exchanges Guarantee Corporation for the purposes of Part IXa of the
“68. (1) In addition to the legal capacity and powers it has because of section 161 of the Corporations Law of the Capital Territory, SEGC has such functions and powers as are conferred, or expressed to be conferred, on it by this Part or by Part 7.10 of the Corporations Law.
“(2) Section 162 of the Corporations Law of the Capital Territory does not apply in relation to a function or power conferred, or expressed to be conferred, as mentioned in subsection (1) of this section.
“69. As soon as practicable after the commencement of this Part, SEGC must establish a fund, to be known as the National Guarantee Fund.
“70. Where the Minister is satisfied that the Commission has access to electronic records of information containing, in relation to a jurisdiction or jurisdictions, names registered from time to time as business names in that jurisdiction or those jurisdictions, the Minister may, by notice published in the
“71. (1) There is to be a Trust Account to be known as the Companies Unclaimed Money Account.
“(2) The Account may contain money required or permitted to be paid into the Account under the Corporations Law of the Capital Territory or of any other jurisdiction.
“(3) Money standing to the credit of the Account may be expended for the purpose of making payments in accordance with Part 9.7 of the Corporations Law of the Capital Territory or of any other jurisdiction.
“(4) The Account is a Trust Account for the purposes of section 62a of the
“72. (1) In this section:
‘relevant money’ means:(a) money that, immediately before the commencement of this section, stood to the credit of the Companies Liquidation Account established by section 428 of the
Companies Act 1981 ; and(b) money that, after the commencement of this section, is paid into the Companies Liquidation Account under provisions of the
Companies Act 1981 that are taken to continue in force after the commencement of Chapter 5 of the Corporations Law for the purposes of windings up started before the commencement of that Chapter.
“(2) Relevant money is to be dealt with in accordance with section 427 of the
“73. The Governor-General may make regulations, not inconsistent with this Act, prescribing matters:
(a) required or permitted by this Act (other than Part 5) to be prescribed; or
(b) necessary or convenient to be prescribed for carrying out or giving effect to this Act (other than Part 5).
“74. For the purposes of this Part, the following are the Co-operative Scheme Acts:
“75. For the purposes of this Part, the national scheme laws of the Capital Territory are:
(a) this Act; and
(b) the Corporations Law of the Capital Territory; and
(c) the ASC Law of the Capital Territory.
“76. (1) This section provides for the national scheme laws of the Capital Territory to supersede the Co-operative Scheme Acts, which are to continue to operate of their own force only in relation to:
(a) matters arising before those laws commenced; and
(b) matters arising, directly or indirectly, out of such matters;
in so far as those laws do not deal with those matters.
“(2) Where a Co-operative Scheme Act is inconsistent (within the meaning of section 109 of the Constitution) with a national scheme law of the Capital Territory, that law prevails and, to the extent of the inconsistency, that Act does not operate.
“77. (1) Regulations under section 73 may provide that prescribed provisions of Co-operative Scheme Acts do not operate, either generally or as otherwise prescribed by the regulations.
“(2) Regulations in force because of subsection (1) have effect accordingly.
“78. To the extent that an Act ceases to operate because of section 76 or 77, the Act is taken for the purposes of the
“79. (1) Regulations under section 73 may provide that a specified Co-operative Scheme Act, or specified provisions of a Co-operative Scheme Act, has or have effect with such modifications as the regulations prescribe.
“(2) Regulations in force because of subsection (1) have effect accordingly, even if, because of section 76 or 77, the specified Act does not operate of its own force, or the specified provisions do not operate of their own force, as the case requires.
“(3) However, a reference in subsection 76 (2) of this Act to a Co-operative Scheme Act includes a reference to such an Act as it has effect, or to provisions of such an Act as they have effect, because of this section.
“80. (1) In this section:
“(2) Subject to subsection (4), a reference in an instrument to a Co-operative Scheme Act is to be taken to include a reference to such provisions of the national scheme laws of the Capital Territory as correspond to provisions of that Act.
“(3) Subject to subsection (4), a reference in an instrument to regulations under a Co-operative Scheme Act is to be taken to include a reference to such provisions of regulations made under national scheme laws of the Capital Territory as correspond to provisions of the first-mentioned regulations.
“(4) A reference in an instrument to a provision of a Co-operative Scheme Act, or of regulations under such an Act, is to be taken to include a reference to the corresponding provision of a national scheme law of the Capital Territory, or of regulations under such a law, as the case may be.
“(5) Regulations under section 73 may declare that, for the purposes of this section:
(a) prescribed provisions of national scheme laws of the Capital
Territory correspond to prescribed provisions of Co-operative Scheme Acts; and
(b) prescribed provisions of regulations under national scheme laws of the Capital Territory correspond to prescribed provisions of regulations under Co-operative Scheme Acts.
“(6) Regulations under section 73 may declare that subsection (2), (3) or (4) of this section does not apply in relation to prescribed references in prescribed instruments.
“(7) Regulations in force because of subsection (5) or (6) have effect accordingly.
“81. (1) Section 76 does not apply in relation to Part IIa of the
“(2) Part IIa has effect, as provided in this section, despite the national scheme laws of the Capital Territory.
“(3) A reference in Part IIa to a relevant Act, except in relation to a time before the commencement of this section, is taken to be a reference to a national scheme law of the Capital Territory.
“(4) Subject to subsection (5), a reference in Part IIa to a particular Co-operative Scheme Act, except in relation to a time before that commencement, is taken to be a reference to such provisions of the national scheme laws of the Capital Territory as correspond to provisions of that Act.
“(5) A reference in Part IIa to a provision of a Co-operative Scheme Act (other than a provision of Part IIa itself), except in relation to a time before that commencement, is taken to be a reference to the corresponding provision of a national scheme law of the Capital Territory.
“(6) Regulations in force because of subsection 80 (5) also have effect for the purposes of this section.
“82. The Corporations Law is as follows:
“1. This Law may be referred to as the Corporations Law.
“2. Subject to the ASC Law of this jurisdiction, the Commission has the general administration of the Corporations Law of this jurisdiction.”.
7. The Principal Act:(a) is amended as set out in Schedules 1 and 2 to this Act; and
(b) as so amended, becomes provisions of the Corporations Law set out in the section 82 inserted by section 6 of this Act.
(
2 ) The Corporations Law is amended as set out in Schedule 6.
“1. (1) The objects of this Act are:
(a) to establish an Australian Securities Commission to administer such laws of the Capital Territory, the States and the other Territories as confer functions and powers under those laws on the Commission; and
(b) to provide for the functions, powers and business of the Commission; and
(c) to establish a Companies and Securities Advisory Committee to provide informed and expert advice to the Minister about the content, operation and administration of those laws, about corporations and about the securities markets and futures markets; and
(d) to establish a Corporations and Securities Panel, a Companies Auditors and Liquidators Disciplinary Board, an Australian Accounting Standards Board and a Parliamentary Joint Committee on Corporations and Securities.
“(2) In performing its functions and exercising its powers, the Commission must strive:
(a) to maintain, facilitate, and improve, the performance of companies, and of the securities markets and futures markets, in the interests of commercial certainty, reducing business costs, and the efficiency and development of the economy; and
(b) to maintain the confidence of investors in the securities markets and futures markets by ensuring adequate protection for such investors; and
(c) to achieve uniformity throughout Australia in how the Commission and its delegates perform those functions and exercise those powers; and
(d) to administer national scheme laws effectively but with a minimum of procedural requirements; and
(e) to receive, process, and store, efficiently and quickly, the documents lodged with, and the information given to, the Commission under national scheme laws; and
(f) to ensure that those documents, and that information, are available as soon as possible for access by the public; and
(g) to take whatever action it can take, and is necessary, in order to enforce and give effect to national scheme laws.
“(3) This Act has effect, and is to be interpreted, accordingly.
“(4) Despite subsection (1), this Act is taken not to be, for the purposes of subsection 22 (3) of the
“1a. This Act may be cited as the
“1b. (1) This Act may also be referred to as the ASC Law of the Australian Capital Territory or, subject to section 1d, simply as the ASC Law.
“(2) Regulations under section 251 may be referred to as the ASC Regulations of the Australian Capital Territory or, subject to section 1d, simply as the ASC Regulations.
“1c. (1) This section has effect for the purposes of an Act, a law of the Australian Capital Territory, or an instrument made under an Act or under such a law.
“(2) Where a law of a jurisdiction other than the Capital Territory contains provisions corresponding to sections 5 and 6 of the
“(3) Where a law of a jurisdiction other than the Capital Territory provides for the regulations in force for the time being under section 251 of this Act to apply for the purposes of the ASC Law of that jurisdiction, those regulations as so applying are the ASC Regulations of that jurisdiction.
“1d. (1) The object of this section is to help ensure that, so far as possible:
(a) the bodies established by the ASC Law of the Capital Territory, and the staff of those bodies, can perform functions and exercise powers; and
(b) persons can have dealings with those bodies;
as if the ASC Law of the Capital Territory, together with the ASC Law of each jurisdiction other than the Capital Territory, constituted a single national ASC Law applying of its own force throughout Australia.
“(2) Subject to this section, a reference in an instrument to the ASC Law, or to the ASC Regulations, is to be taken, for the purposes of the laws of the Commonwealth and of the laws of the Capital Territory:
(a) to be a reference to the ASC Law, or to the ASC Regulations, of the Capital Territory; and
(ii) an alleged or suspected contravention of a law of this jurisdiction, being a contravention that concerns the management or affairs of a body corporate, or involves fraud or dishonesty and relates to a body corporate, securities or futures contracts; or”.
After “national scheme law” insert “of this jurisdiction”.
After “particular premises” insert “within this jurisdiction”.
After “this Division” insert “or a corresponding law of another jurisdiction”.
After “this Division” insert “or a corresponding law of another jurisdiction”.
Add at the end:
“(10) In this section:
“
Repeal the section, substitute:
“40. A power conferred by section 41 or 44 may only be exercised:
(a) for the purposes of the performance or exercise of any of the Commission’s functions and powers under a national scheme law of this jurisdiction; or
(b) for the purposes of ensuring compliance with a national scheme law of this jurisdiction; or
(c) in relation to:
(i) an alleged or suspected contravention of a national scheme law of this jurisdiction; or
(ii) an alleged or suspected contravention of a law of this jurisdiction, being a contravention that concerns the management or affairs of a body corporate, or involves fraud or dishonesty and relates to a body corporate, securities or futures contracts; or
(d) for the purposes of an investigation under Division 1.”.
Repeal the section.
Omit “
Corporations Act 1989 ”, substitute “Corporations Law”.
Omit “the Commonwealth or a Territory”, substitute “this jurisdiction”.
Omit “
Corporations Act 1989 ”, substitute “Corporations Law”.
Omit “
Corporations Act 1989 ”, substitute “Corporations Law”.
Repeal the section.
Omit “
Corporations Act 1989 ”, substitute “Corporations Law”.
Omit “
Corporations Act 1989 ”, substitute “Corporations Law”.
Omit “the Commonwealth or of a Territory”, substitute “this jurisdiction”.
Omit the subsection, substitute:
“(1) This section applies where:
(a) as a result of an investigation; or
(b) from a record of an examination;
conducted under this Part or a corresponding law, it appears to the Commission that a person:
(c) may have committed an offence against a national scheme law, or a relevant previous law, of this jurisdiction; and
(d) ought to be prosecuted for the offence.”.
(a) Insert “(being an investigation or examination conducted under this Part or a corresponding law)” after “examination” (first occurring).
(b) Omit “federal”.
(a) After “functions and powers” insert “under a national scheme law of this jurisdiction”.
(b) Omit “
Corporations Act 1989 ”, substitute “Corporations Law”.(c) Add at the end:
“(2) Where:
(a) immediately before the commencement of this section, the NCSC was holding a hearing, under a relevant previous law of this jurisdiction, in relation to a matter; and
(b) subsection (1) empowers the Commission to hold a hearing in relation to that matter;
then:
(c) the Commission may continue the NCSC’s hearing, so far as it relates to that matter; and
(d) the hearing, as continued by the Commission, is taken to be a hearing under subsection (1).”.
After “national scheme law” insert “of this jurisdiction”.
After “national scheme law” insert “of this jurisdiction”.
After “national scheme law” insert “of this jurisdiction”.
After “national scheme law” insert “of this jurisdiction”.
After “national scheme laws” insert “of this jurisdiction”.
Omit the subsection.
Insert:
“(1a) A delegate of a member has, in the performance or exercise of any delegated function or power in relation to a hearing, the same protection and immunity as a Justice of the High Court.”.
Omit “Act”, substitute “Law”.
After “national scheme law” insert “of this jurisdiction”.
Insert “or under a corresponding law of another jurisdiction,” after “Part 11,”.
Omit “federal”.
Omit “federal”.
Omit “federal”.
Omit “federal”.
Omit “federal”.
(a) After “Division 1” insert “or a corresponding law of another jurisdiction”.
(b) Omit “federal”.
Omit “
Insert in Division 10 of Part 3:
“83a. Where an investigation is being conducted under the provisions of a law of another jurisdiction that correspond to this Part, actions may be taken, and powers may be exercised, within this jurisdiction, for the purposes of that investigation as if the investigation were being conducted under this Part.”.
Omit all the words before “to leaving” (first occurring), substitute “Section 109x of the Corporations Law of this jurisdiction has effect for the purposes of this Part as if a reference in subparagraph (1) (a) (ii) of that section”.
Insert:
“(1a) For the purposes of this Law, an offence under Part III of the
Subsection 91 (1):
Omit all the words from and including “Where” to and including “orders:”, substitute:
“Subject to subsection (1a), where:
(a) a person is convicted of an offence against a law of this jurisdiction in a prosecution; or
(b) a judgment is awarded against a person in a proceeding in a court of this jurisdiction;
begun as a result of an investigation under Division 1 or a corresponding law of another jurisdiction, the Commission may make one of the following orders:”.
Insert:
“(1a) The Commission may not make an order under subsection (1) in respect of expenses or costs that have already been paid, or recovered by the Commission, pursuant to an order made under a provision of a law of another jurisdiction that corresponds to that subsection.”.
Insert “or a corresponding law of another jurisdiction” after “section”.
Omit “a State or Territory”, substitute “of this or any other jurisdiction”.
Omit the subsection, substitute:
“(1) For the purpose of performing its functions and exercising its powers under national scheme laws, the Commission must establish a regional office in each jurisdiction, and may establish such other offices as it thinks fit.”.
Repeal the section, substitute:
“96. (1) There is to be a different Regional Commissioner, employed by the Commission under subsection 120 (3), for each jurisdiction.
“(2) A Regional Commissioner for a jurisdiction is to manage the regional office established under section 95 in that jurisdiction.”.
Add at the end “and”.
Omit “; and”.
Omit the paragraph.
(a) Omit “an Act (including this Act)”, substitute “a law (including this Law)”.
(b) Omit “that Act and this Act”, substitute “that law and this Law”.
Insert the following Division in Part 5:
“119a. (1) A member may, in writing, delegate to a person all or any of his or her functions and powers.
“(2) A member must not, without the Minister’s approval, delegate a function or power to a person other than:
(a) a staff member; or
(b) a person who, by virtue of the regulations, is a prescribed person in relation to the delegation.
“(3) In the performance of a function, or the exercise of a power, delegated under this section, the delegate is subject to the member’s directions.”.
Insert in Part 6:
“122a. Section 81b of the
(a) was employed by the NCSC; and
(b) was an unattached officer for the purposes of the
Public Service Act 1922 ;
as if the person had ceased to be an officer of the Australian Public Service immediately before the commencement of this Part.”.
Add at the end “in or in connection with the performance of its functions or the exercise of its powers under a national scheme law of this jurisdiction”.
Omit “a State or Territory”, substitute “this or any other jurisdiction”.
Add at the end “(including money paid by a State or Territory, but not including money received by the Commission on behalf of a State or Territory in the course of performing functions or exercising powers pursuant to an agreement or arrangement entered into under subsection 11 (8))”.
Add at the end “under a national scheme law of this or any other jurisdiction”.
Omit “law of the Commonwealth”, substitute “national scheme law of this or any other jurisdiction”.
Omit the subsection, substitute:
“(5) In appointing the members:
(a) the Minister must have regard to the desirability of the views of business communities throughout Australia being adequately represented among the members; and
(b) the Minister must ensure so far as practicable that at any time there is at least one member of the Advisory Committee from each State and the Northern Territory.
“(6) For the purposes of subsection (5), a member is from a particular State or Territory if he or she is a resident of that State or Territory.”.
Omit “close corporations,”.
Add at the end:
“(2) In performing its functions, the Advisory Committee must have regard to the implications of any recommendations made by it for the laws of the jurisdictions other than the Capital Territory.
“(3) In this section:
Omit the subsection, substitute the following subsection:
“(3) Each of the members may be appointed as a full-time member or as a part-time member.”.
Insert:
“(4a) Each person who is the Minister for a jurisdiction other than this jurisdiction may from time to time give to the Minister the names of persons who, in the opinion of the first-mentioned Minister:
(a) are qualified for appointment as members of the Panel by virtue of their knowledge of, or experience in, one or more of the following fields, namely, business, the administration of companies, the financial markets, law, economics and accounting; and
(b) ought to be considered for appointment as members of the Panel.
“(4b) In nominating persons as members of the Panel, the Minister must ensure so far as practicable that, at any time, at least one member of the Panel is a person whose name has been given to the Minister under subsection (4a).”.
Omit “full-time”.
Repeal the section, substitute:
“174. The Panel has the functions and powers conferred on it by or under a national scheme law of this or any other jurisdiction.”.
Add at the end:
“(5) In this section:
Add at the end:
“(3) In this section:
Omit the subsection.
Omit “Act”, substitute “Law”.
Repeal the section, substitute:
“204. The Disciplinary Board has the functions and powers conferred on it by or under a national scheme law of this or any other jurisdiction.”.
Add at the end “in or in connection with the performance of its functions or the exercise of its powers under a national scheme law of this jurisdiction”.
Omit “a State or Territory”, substitute “this or any other jurisdiction”.
Omit “Act”, substitute “Law”.
Omit the heading, substitute:
Repeal the section, substitute:
“224. An Australian Accounting Standards Board is established.”.
Omit “Review” (wherever occurring), substitute “Standards”.
Omit “necesssary”, substitute “necessary”.
Add at the end:
“(4) In performing its functions, the Standards Board must have regard to the implications of any recommendations made by it for the operation of the laws of the jurisdictions other than the Capital Territory.
“(5) In this section:
Omit “a State or Territory”, substitute “this or any other jurisdiction”.
Repeal the Part.
Insert in Part 15:
“243a. Where:
(a) an act or omission constitutes an offence under the ASC Law of this jurisdiction and the ASC Law of another jurisdiction; and
(b) the offender has been punished for that offence under the law of the other jurisdiction;
the offender is not liable to be punished for the offence under the law of this jurisdiction.
“243b. Where:
(a) a person does or omits to do an act outside this jurisdiction; and
(b) if that person had done or omitted to do that act in this jurisdiction, the person would, by reason of also having done or omitted to do an act in this jurisdiction, have been guilty of an offence against this Law;
the person is guilty of that offence.
“243c. Where:
(a) a person does or omits to do an act within this jurisdiction; and
(b) if that person had done or omitted to do that act in another jurisdiction, the person would have been guilty of an offence against a provision of a law of another jurisdiction that corresponds to a provision of this Law;
the person is guilty of an offence against that provision of this Law.
“243d. (1) If:
(a) a cash dealer within the meaning of the
Cash Transaction Reports Act 1988 is a party to a transaction; and(b) the cash dealer has reasonable grounds to suspect that information that the cash dealer has concerning the transaction may be relevant to investigation of, or prosecution of a person for, an offence against this Law or the Corporations Law;
the cash dealer must, as soon as practicable after forming that suspicion:
(c) prepare a report of the transaction; and
(d) communicate the information contained in the report to the Director of the Cash Transaction Reports Agency.
“(2) The report must:
(a) be prepared in the approved form; and
(b) contain the reportable details of the transaction; and
(c) contain a statement of the grounds on which the cash dealer holds the suspicion referred to in subsection (1); and
(d) be signed by the cash dealer.
“(3) The communication must be made to the Director:
(a) by giving the Director a copy of the report; or
(b) in such other manner and form as is approved by the Director, in writing, in relation to the cash dealer or to a class of cash dealers that includes the cash dealer.
“(4) Where a cash dealer communicates information to the Director under subsection (1), the cash dealer must, if requested to do so by:
(a) the Director; or
(b) a relevant authority; or
(c) an investigating officer who is carrying out an investigation arising from, or relating to the matters referred to in, the information contained in the report;
give such further information as is specified in the request to the extent to which the cash dealer has that information.
“(5) An action, suit or proceeding does not lie against:
(a) a cash dealer; or
(b) an officer, employee or agent of the cash dealer acting in the course of that person’s employment or agency;
in relation to any action taken by the cash dealer or person pursuant to this section.
“(6) Where a cash dealer, or a person who is an officer, employee or agent of a cash dealer, communicates or gives information under this section, the cash dealer or person is taken, for the purposes of sections 81 and 82 of the
“(7) The
(a) references to section 16 were references to this section (other than subsection (6) and this subsection); and
(b) references to section 17 were references to subsection (6) of this section; and
(c) references to Part II included references to sections 16 and 17.
“(8) In this section:
Omit “this Act”, substitute “the
Omit “this Act or of any other prescribed Act”, substitute “the
Omit “or a Territory”, substitute “or of this or any other jurisdiction”.
Omit the subsection, substitute:
“(3) In this section:
(a)
‘court’ includes a tribunal; and(b) a reference, in relation to a tribunal, to taking judicial notice is
a reference to taking the same notice as would be taken by a court.”.
Repeal the section.
Repeal the section.
After “Act” insert “(other than the non-applied provisions)”.
Add at the end:
“(3) Regulations made under this section may provide that the ASC Law of this jurisdiction has effect, with prescribed modifications, in relation to the following:
(a) investigations that subsection 13 (5) empowers the Commission to continue;
(b) investigations that the Commission must make or continue because of section 14a;
(c) hearings that subsection 51 (2) empowers the Commission to continue;
(d) contraventions of relevant previous laws of this jurisdiction;
(e) authorisations by the Commission under such laws;
(f) requirements to produce books, or to give information, that are made of persons under such laws;
(g) informations laid under such laws in order to obtain warrants;
(h) warrants obtained under such laws.
“(4) Regulations in force because of subsection (3) have effect accordingly.
“(5) Regulations made under this section may require or permit matters to be specified, for the purposes of the regulations, by or in application orders.”.
Insert:
“252. The Governor-General may make regulations, not inconsistent with this Act, prescribing matters:
(a) required or permitted by the non-applied provisions to be prescribed; or
(b) necessary or convenient to be prescribed for carrying out or giving effect to the non-applied provisions.”.
1. No. 109, 1989.
2. No. 90, 1989.
3. No. 2, 1901, as amended. For previous amendments, see No. 4, 1916; No. 8, 1918; No. 23, 1930; No. 24, 1932; No. 10, 1937; No. 7, 1941; No. 78, 1947; No. 79, 1948; No. 80, 1950; No. 69, 1957; No. 19, 1963; No. 52, 1964; No. 93, 1966; Nos. 79 and 216, 1973; Nos. 37 and 144, 1976; No. 35, 1978; No. 1, 1980; No. 61, 1981; No. 26. 1982 (as amended by No. 80, 1982); No. 80, 1982; No. 39, 1983; No. 27, 1984 (as amended by No. 165, 1984); No. 63, 1984 (as amended by No. 165, 1984); No. 72, 1984; No. 193, 1985; Nos. 92, 120 and 141, 1987; Nos. 99 and 120, 1988; and No. 108, 1989.
4. No. 64, 1988, as amended. For previous amendments, see No. 4, 1990.
5. No. 93, 1981, as amended. For previous amendments, see No. 18, 1983; and No. 154, 1986.
6. No. 1, 1953, as amended. For previous amendments, see Nos. 28, 39, 40 and 52, 1953; No. 18, 1955; No. 39, 1957; No. 95, 1959; No. 17, 1960; No. 75, 1964; No. 155, 1965; No. 93, 1966; No. 120, 1968; No. 216, 1973; No. 133, 1974; No. 37, 1976; Nos. 19 and 59, 1979; Nos. 39 and 117, 1983; No. 123, 1984; No. 65, 1985 (as amended by No. 193, 1985); Nos. 4, 47, 104, 123 and 168, 1985; Nos. 41, 46, 48, 112, 144 and 154, 1986; No. 49, 1986 (as amended by No. 141, 1987); Nos. 120 and 145, 1987; No. 62, 1987 (as amended by No. 108, 1987); No. 108, 1987 (as amended by No. 138, 1987); No. 138, 1987 (as amended by No. 11, 1988); Nos. 95 and 97, 1988; Nos. 105, 107, 124, 163 and 167, 1989; and Nos. 20 and 61, 1990.
1. On the commencement of Section 7 of this Act:
(a) the heading to section 71 of the
Corporations Act 1989 is altered by omitting“and eligible futures advice business” ; and(b) the heading to section 77 of the
Corporations Act 1989 is altered by omitting“and eligible investment advice business” ; and(c) the heading to section 93 of the
Corporations Act 1989 is altered by omitting“and eligible securities business” ; and(d) the heading to section 103 of the
Corporations Act 1989 is altered by omitting“Act” and substituting“Law” ; and(e) the heading to section 131 of the
Corporations Act 1989 is altered by omitting“Act” and substituting“Law” ; and(f) the heading to section 133 of the
Corporations Act 1989 is altered by omitting“foreign company” and substituting“non-company” ; and(g) the heading to section 150 of the
Corporations Act 1989 is altered by omitting“2, 3 or 4” and substituting“2 or 3” ; and(h) the heading to section 151 of the
Corporations Act 1989 is altered by omitting“2, 3 or 4” and substituting“2 or 3” ; and
(j) the heading to section 154 of the
Corporations Act 1989 is altered by omitting“2, 3 or 4” and substituting“2 or 3” ; and(k) the heading to section 323 of the
Corporations Act 1989 is altered by omitting“or 4” ; and(m) the heading to section 384 of the
Corporations Act 1989 is altered by omitting “Act” and substituting“Law” ; and(n) the heading to section 411 of the
Corporations Act 1989 is omitted and the following heading is substituted:“
Administration of compromises etc. ”; and(p) the heading to section 412 of the
Corporations Act 1989 is altered by omitting“or members” ; and(q) the heading to section 464 of the
Corporations Act 1989 is altered by omitting“Commission Act” and substituting“ASC Law” ; and(r) the heading to section 557 of the
Corporations Act 1989 is altered by omitting“Commission Act” and substituting“ASC Law” ; and(s) the heading to section 588 of the
Corporations Act 1989 is altered by omitting“Part 5.7” and substituting“registrable” ; and(t) the heading to section 599 of the
Corporations Act 1989 is omitted and the following heading is substituted:“
Court may order persons not to manage certain corporations ”; and(u) the heading to section 929 of the
Corporations Act 1989 is omitted and the following heading is substituted:
“SEGC to keep Fund” ; and(w) the heading to each of sections 988 to 992, inclusive, of the
Corporations Act 1989 is altered by inserting“previous” before“law” ; and(y) the heading to section 1145 of the
Corporations Act 1989 is altered by adding“to body corporate” ; and(z) the heading to section 1193 of the
Corporations Act 1989 is altered by adding“against unlicensed person” ; and(za) the heading to section 1267 of the
Corporations Act 1989 is altered by omitting“eligible” (twice occurring); and(zb) the heading to section 1277 of the
Corporations Act 1989 is altered by omitting“certain State and Territory laws” and substituting“other laws” ; and(zc) the heading to section 1347 of the
Corporations Act 1989 is altered by omitting“Act” and substituting“Law” .
2. On the commencement of Part 4 of this Act:
(a) the heading to section 225 of the
Australian Securities Commission Act 1989 is altered by omitting“Review” and substituting“Standards” ; and(b) the heading to section 251 of the
Australian Securities Commission Act 1989 is omitted and the following heading is substituted:
“The ASC Regulations” .
[
House of Representatives on 8 November 1990
Senate on 15 November 1990
0
0
0