Corporations (Repeals, Consequentials and Transitionals) Act 2001
Act No. 55 of 2001 as amended
This compilation was prepared on 4 April 2006
[This Act was amended by Act No. 116 of 2003; No. 9 of 2006]
Amendments from Act No. 116 of 2003
[Schedule 4 (item 1) amended subsection 2(8)
Schedule 4 (item 2) amended item 284 of Schedule 3
Schedule 4 (item 3) amended item 337 of Schedule 3
Schedule 4 (items 1–3) commenced immediately after 15 July 2001]
Amendments from Act No. 9 of 2006
[Schedule 2 (item 10) amended heading to item 25 of Schedule 3
Schedule 2 (item 11) repealed item 4 of Schedule 6
Schedule 2 (item 12) repealed item 7 of Schedule 6
Schedule 2 (item 13) repealed item 10 of Schedule 6
Schedule 2 (items 10–13) commenced immediately after 15 July 2001]
Prepared by the Office of Legislative Drafting and Publishing,
Attorney‑General’s Department, Canberra
Contents
Part 1—Preliminary
1 Short title
2 Commencement
Part 2—Repeals and amendments
3 Schedule(s)
Part 3—Special transitional arrangements for ACT
Division 1—Transitional arrangements for the former Corporations Law and ASIC Law
4 Definitions
5 Corresponding provision
6 Extinguishing rights and liabilities, and terminating proceedings, dealt with by new Corporations legislation
7 Court proceedings and orders
Division 2—Transitional arrangements for the former co‑operative scheme legislation
8 Definitions
9 Winding up started before commencement
10 Companies Liquidation Account
11 General
Part 4—Functions of Commonwealth agencies in relation to transitional national scheme law matters
12 Definitions
13 Continuing functions of Commonwealth agencies under State and Territory national scheme laws
Part 5—Regulations
14 The regulations
Schedule 1—Repeals
Part 1—The applied laws
Australian Securities and Investments Commission Act 1989
Corporations Act 1989
Part 2—The former co‑operative scheme Acts
Companies Act 1981
Companies (Acquisition of Shares) Act 1980
Companies (Acquisition of Shares—Fees: Taxation Component) Act 1989
Companies and Securities (Interpretation and Miscellaneous Provisions) Act 1980
Companies (Fees: Taxation Component) Act 1989
Companies (Transitional Provisions) Act 1981
Futures Industry Act 1986
Futures Industry (Fees: Taxation Component) Act 1989
Securities Industry Act 1980
Securities Industry (Fees: Taxation Component) Act 1989
Schedule 2—Amendment of the new ASIC and corporations legislation on commencement of that legislation
Australian Securities and Investments Commission Act 2001
Corporations Act 2001
Schedule 3—Consequential amendments of other Acts
Aboriginal and Torres Strait Islander Commission Act 1989
Aboriginal Councils and Associations Act 1976
ACIS Administration Act 1999
Acts Interpretation Act 1901
Administrative Appeals Tribunal Act 1975
Administrative Decisions (Judicial Review) Act 1977
Aerospace Technologies of Australia Limited Sale Act 1994
Agricultural and Veterinary Chemicals Code Act 1994
Air Navigation Act 1920
Airports Act 1996
Airports (Transitional) Act 1996
Air Services Act 1995
A New Tax System (Australian Business Number) Act 1999
A New Tax System (Goods and Services Tax) Act 1999
A New Tax System (Luxury Car Tax) Act 1999
Auditor‑General Act 1997
Australian Hearing Services Act 1991
Australian Industry Development Corporation Act 1970
Australian Land Transport Development Act 1988
Australian Meat and Live‑stock Industry…
Overview
The Corporations (Repeals, Consequentials and Transitionals) Act 2001 was enacted by the Parliament of Australia to address the legislative gaps and inconsistencies arising from the transition from the Corporations Law regime to the Corporations Act 2001. This Act facilitates the repeal of outdated laws and ensures that new legislation operates smoothly by making necessary amendments and transitional arrangements. The primary objective of this Act is to manage the transition from the previous corporations legislation to the new regime, providing clarity and continuity in the legal framework governing corporate activities in Australia. The Act includes provisions for extinguishing pre-commencement rights and liabilities, terminating ongoing proceedings, and continuing certain court proceedings as if the new legislation had not come into force. It also includes special transitional arrangements for the Australian Capital Territory, ensuring that existing laws and proceedings in the ACT are appropriately managed during the transition. Furthermore, the Act outlines the functions and powers of Commonwealth agencies in relation to transitional national scheme law matters, ensuring that the enforcement and oversight roles of these agencies are effectively transitioned to the new legislative framework.
Scope and Application
The Corporations (Repeals, Consequentials and Transitionals) Act 2001 applies to a range of corporations, entities, and conduct throughout Australia. It provides for the repeal of existing legislation and amendments to new legislation enacted by the Corporations Act 2001 and the Australian Securities and Investments Commission Act 2001. The Act also includes transitional provisions for the Australian Capital Territory (ACT) to ensure a smooth transition from the old ACT corporations legislation and the old ACT ASIC legislation to the new national scheme laws. The Act applies to various corporations and entities, including companies registered under the Corporations Act 2001, as well as other legislative instruments and regulations that are prescribed or amended by the Act. The Act also provides for the continued application of certain provisions in the ACT, including the winding up of companies that were started before the commencement of the Corporations Act 2001. The Act does not specify any exclusions, exemptions, or thresholds. However, certain provisions may be modified or excluded through subordinate instruments such as regulations. The scope and application of the Act are further extended through consequential amendments made to other Australian Acts, ensuring consistency and coherence across related legislation.
Key Provisions
- The Corporations (Repeals, Consequentials and Transitionals) Act 2001 (Act) primarily serves to repeal certain Acts and make transitional provisions in relation to the new Corporations Act 2001 and the Australian Securities and Investments Commission Act 2001. The Act includes repeals of the Australian Securities and Investments Commission Act 1989 and the Corporations Act 1989, and also outlines transitional arrangements for the Australian Capital Territory (ACT) and functions of Commonwealth agencies. The Act has various schedules that detail amendments to new and old legislation, repeals of certain provisions, and consequential amendments to other Acts. Section 6 of the Act extinguishes rights and liabilities, and terminates proceedings, that were established under the old ACT corporations legislation or the old ACT Australian Securities and Investment Commission (ASIC) legislation, effective from the relevant time when the new Corporations Act commences. Court proceedings and orders that were started before the relevant time may continue as if the old Corporations Act 1989 and the Australian Securities and Investments Commission Act 1989 had not been repealed (section 7).
- The Act imposes several obligations on the parties or entities it governs. For instance, it requires Commonwealth authorities and officers to have transitional national scheme functions and powers, and to perform or exercise such functions and powers as conferred by or under the Act (section 13). Additionally, it mandates that certain provisions of the old ACT corporations legislation or the old ACT ASIC legislation continue to apply to matters that were in existence immediately before the relevant time, with particular modifications if applicable (section 11). Furthermore, the Act specifies that the Australian Securities and Investments Commission is not subject to certain directions and duties related to the performance or exercise of transitional national scheme functions or powers (section 13(2)).
- The Act also outlines various offences, penalties, and civil or criminal consequences for breach. For example, the Act provides that a person who contravenes or is involved in a contravention of certain subsections commits an offence and is liable for civil penalties, which can include fines up to 2,000 penalty units or imprisonment for 5 years, or both (see Schedule 6). Other offences, such as those related to the acquisition of interests in a managed investment scheme, are also subject to civil penalties, including fines up to 2,000 penalty units or imprisonment for 5 years, or both (Schedule 6). Additionally, subsections 601FC(5), 601FD(3), 601FE(3), 601FG(2), and 601JD(3) are specified as civil penalty provisions in the Criminal Code (subsection 1317E). The Act also notes that the question of whether taking a risk is unjustifiable is a matter of fact, and that intent or recklessness may be considered in determining liability for certain breaches (Schedule 6).
- Area of Law
- Corporate Law & Governance
- Instrument
- Act
- Concepts
- Commencement Provisions
- Repeal & Amendment
- Transitional Provisions
- Civil Penalty Provisions
- Regulatory Standards
- Licensing & Registration
