Telstra Corporation Act 1991
No. 79, 1991
Compilation No. 37
Compilation date: 14 October 2024
Includes amendments: Act No. 38, 2024
About this compilation
This compilation
This is a compilation of the Telstra Corporation Act 1991 that shows the text of the law as amended and in force on 14 October 2024 (the compilation date).
The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.
Uncommenced amendments
The effect of uncommenced amendments is not shown in the text of the compiled law. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au). The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. For more information on any uncommenced amendments, see the Register for the compiled law.
Application, saving and transitional provisions for provisions and amendments
If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.
Editorial changes
For more information about any editorial changes made in this compilation, see the endnotes.
Modifications
If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. For more information on any modifications, see the Register for the compiled law.
Self‑repealing provisions
If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.
Contents
Part 1—Preliminary
1 Short title
2 Commencement
3 Interpretation
3A Merging entities; merged entity; merger day
3B Telstra body
4 Operating under a name
5 Subsidiaries
6 Extension of Act to external Territories
6A Application of the Criminal Code
7 Act binds the Crown
Part 2—Commonwealth ownership of Telstra
Division 1—Simplified outline
8AA Simplified outline
Division 4—Provisions relating to the sale by the Commonwealth of its shares in Telstra
8AJ Telstra sale scheme
8AJA Sale‑scheme hybrid securities
8AK Exemption from stamp duty—transfer by the Commonwealth of its shares in Telstra etc.
8AKA Authorisation of borrowing—issue of sale‑scheme hybrid securities
8AQ Assistance given by Telstra or the Board in connection with a Telstra sale scheme
8AR Giving of assistance—ancillary provisions
8AT Commonwealth to be bound by Chapters 6CA, 6D and 7 of the Corporations Act
8AU Alterations of Telstra’s constitution before the minority‑interest sale time
8AUA Alteration of Telstra’s constitution after the minority‑interest sale time
8AV Reduction of Telstra’s share capital
Division 5—Miscellaneous
8AW Use by the Commonwealth of information obtained from Telstra or the Board
8AX Agreements relating to the protection of information obtained from Telstra or the Board
8AY Telstra’s obligations to disclose information
8AYB Telstra to give information to the Minister about the level…
Overview
The Telstra Corporation Act 1991, enacted by the Commonwealth Parliament, primarily addresses the transition of Telstra Corporation Limited from a wholly-owned Commonwealth entity to a privatised corporation. It outlines the legal framework for the sale of the Commonwealth’s remaining equity interest in Telstra, provides for the operational and ownership restrictions on Telstra and its successor companies, and ensures continuity and protection of certain rights and obligations during the transition. The Act also reaffirms the universal service obligation and the customer service guarantee, emphasising the importance of accessible telecommunications services across Australia. Through various amendments over the years, the legislation has been updated to reflect changes in the telecommunications industry and corporate governance standards. The Act aims to balance the interests of the Commonwealth, Telstra’s shareholders, and the broader public, ensuring that the transition to privatisation does not adversely affect the provision of essential telecommunications services.
Scope and Application
The Telstra Corporation Act 1991 governs various aspects of Telstra Corporation Limited, including its transition from a government-owned entity to a fully privatised company. This Act applies to Telstra, its subsidiaries, and any entities that may merge with or succeed Telstra. It regulates the Commonwealth's ownership of Telstra, including the sale of its shares and the conditions attached to such a sale. The Act also imposes ownership restrictions on Telstra successor companies, limiting both total and individual foreign ownership to ensure that key decision-making and operational aspects remain under Australian control. These restrictions are enforced through record-keeping requirements, the imposition of fines for non-compliance, and the issuance of remedial orders by the Federal Court to rectify unacceptable foreign ownership situations. The Act extends its application to acts and matters outside Australia, and it binds the Crown in right of the Commonwealth, each State, the Australian Capital Territory, and the Northern Territory. Notably, certain Commonwealth laws and regulations, such as the Corporations Act and the Lands Acquisition Act, do not apply to Telstra, while specific State and Territory laws are exempted from affecting Telstra's operations in certain circumstances. The Act also provides for the vesting of property, rights, and liabilities from the former telecommunications corporations, Telecom and OTC, to Telstra upon their merger. Furthermore, it includes transitional provisions to manage employee entitlements such as long service leave and retirement benefits during the transition period. Any regulations made under this Act are not subject to disallowance, ensuring their continued validity.
Key Provisions
- The Telstra Corporation Act 1991 governs the ownership, operation, and transition provisions related to Telstra Corporation Limited and its predecessors, Telecom and OTC. Section 8AA provides a simplified outline, stating that the Commonwealth may sell its remaining equity interest in Telstra, and this Part sets out rules for the sale. Section 8AJ defines key terms such as 'Telstra sale scheme' and 'sale-scheme hybrid securities'. Section 8AK exempts certain transfers by the Commonwealth of its shares in Telstra from stamp duty. Section 8AKA authorises borrowing for the issuance of sale-scheme hybrid securities. Sections 8AQ and 8AR allow Telstra and its board to assist the Commonwealth in the sale scheme, with specific provisions for giving directions and ensuring compliance with certain laws. Section 8AYC clarifies that Telstra is subject to the Ombudsman Act 1976, while Section 8AYD specifies that controlling interest determinations exclude the Future Fund. Obligations imposed on parties include Telstra's requirement to assist the Commonwealth in the sale scheme (Section 8AQ) and the Commonwealth's obligation to ensure certain information is protected (Section 8AX). Additionally, Telstra successor companies must ensure compliance with ownership restrictions (Section 8BI) and maintain Australian head offices and bases of operations (Sections 8BQ and 8BR). Failure to comply with these obligations can lead to civil consequences such as injunctions (Section 8CD). Offences and penalties are outlined in Section 8BH, where acquiring shares resulting in an unacceptable foreign-ownership situation is punishable by a fine not exceeding 400 penalty units. Additionally, Sections 8BM and 8CCA address anti-avoidance measures, with offenders facing fines up to 400 penalty units. The Act also includes provisions for record-keeping and information disclosure (Section 8BN), with penalties of up to 50 penalty units for non-compliance and imprisonment for up to 6 months for making incorrect records (Section 8BO). Furthermore, Sections 8CI and 8CJ establish the state of mind and conduct criteria for prosecuting corporations and individuals under Part 2A. The Act further provides for the re-affirmation of universal service obligations and customer service guarantees in Parts 2C and 2D, ensuring continued equitable access to standard telephone services and performance standards for carriage service providers. Transitional provisions in Part 3A address long service leave, maternity leave, and retirement benefits for Telstra employees during the transition period.
- Area of Law
- Commercial Law
- Corporate Law & Governance
- Telecommunications Law
- Instrument
- Act
- Concepts
- Definitions & Interpretation
- Commencement Provisions
- Exemptions & Exclusions
- Licensing & Registration
- Enforcement Powers
- Prohibited Conduct
- Civil Penalty Provisions
