Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023 (Cth)

Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023

No. 76, 2023

An Act to amend the law relating to corporations, insurance and other matters in the Treasury portfolio, to make miscellaneous and technical amendments of the law in the Treasury portfolio, and for related purposes

Contents

Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023

No. 76, 2023

An Act to amend the law relating to corporations, insurance and other matters in the Treasury portfolio, to make miscellaneous and technical amendments of the law in the Treasury portfolio, and for related purposes

[Assented to 20 September 2023]

The Parliament of Australia enacts:

1Short title

This Act is the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023.

2Commencement

1. (1)

   Each provision of this Act specified in column 1 of the table commences, or is taken to have commenced, in accordance with column 2 of the table. Any other statement in column 2 has effect according to its terms.

Commencement information
Column 1	Column 2	Column 3
Provisions	Commencement	Date/Details
1. Sections 1 to 3 and anything in this Act not elsewhere covered by this table	The day this Act receives the Royal Assent.	20 September 2023
2. Schedules 1 and 2	The later of: (a) the start of the 30th day after this Act receives the Royal Assent; and (b) immediately after the commencement of Schedule 2 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur.	20 October 2023 (paragraph (a) applies)
3. Schedule 3, Part 1	The later of: (a) at the same time as the provisions covered by table item 2; and (b) immediately after the commencement of Schedule 2 to the Treasury Laws Amendment (More Competition, Better Prices) Act 2022.	9 November 2023 (paragraph (b) applies)
4. Schedule 3, Part 2	The later of: (a) at the same time as the provisions covered by table item 2; and (b) immediately after the commencement of the Financial Accountability Regime Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur.	20 October 2023 (paragraph (a) applies)
5. Schedule 3, Part 3, Division 1	The later of: (a) at the same time as the provisions covered by table item 2; and (b) immediately after the commencement of the Treasury Laws Amendment (Financial Services Compensation Scheme of Last Resort) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur.	20 October 2023 (paragraph (a) applies)
6. Schedule 3, Part 3, Division 2	The later of: (a) at the same time as the provisions covered by table item 2; and (b) immediately after the commencement of the Financial Services Compensation Scheme of Last Resort Levy Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur.	20 October 2023 (paragraph (a) applies)
7. Schedule 3, Part 3, Division 3	The later of: (a) at the same time as the provisions covered by table item 2; and (b) immediately after the commencement of the Financial Services Compensation Scheme of Last Resort Levy (Collection) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur.	20 October 2023 (paragraph (a) applies)
8. Schedule 3, Part 4	The later of: (a) immediately after the provisions covered by table item 2; and (b) immediately after the commencement of Schedule 6 to the Treasury Laws Amendment (2022 Measures No. 4) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur.	20 October 2023 (paragraph (a) applies)
9. Schedule 3, Part 5, Division 1	At the same time as the provisions covered by table item 2. However, the provisions do not commence at all if Part 4 of Schedule 1 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 does not commence before that time.	Never commenced
10. Schedule 3, Part 5, Division 2	At the same time as the provisions covered by table item 2. However, the provisions do not commence at all if Part 4 of Schedule 1 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 commences before the commencement of the provisions covered by table item 2.	20 October 2023
11. Schedule 3, Part 6, Division 1	At the same time as the provisions covered by table item 2. However, the provisions do not commence at all if Schedule 3 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 does not commence before that time.	20 October 2023
12. Schedule 3, Part 6, Division 2	At the same time as the provisions covered by table item 2. However, the provisions do not commence at all if Schedule 3 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 commences before the commencement of the provisions covered by table item 2.	Never commenced
13. Schedule 3, Part 6, Division 3	The later of: (a) immediately after the provisions covered by table item 2; and (b) immediately after the commencement of Schedule 3 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023. However, the provisions do not commence at all if Schedule 3 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023 commences before the commencement of the provisions covered by table item 2.	Never commenced
14. Schedule 3, Part 7	The later of: (a) immediately after the provisions covered by table item 2; and (b) immediately after the commencement of Part 1 of Schedule 4 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur.	20 October 2023 (paragraph (a) applies)
15. Schedule 4, items 1 to 121	A day or days to be fixed by Proclamation. However, if any of the provisions do not commence within the period of 6 months beginning on the day this Act receives the Royal Assent, they commence on the day after the end of that period.
16. Schedule 4, item 122	The later of: (a) at the same time as the provisions covered by table item 15; and (b) immediately after the commencement of item 114 of Schedule 1 to the Treasury Laws Amendment (Modernising Business Communications and Other Measures) Act 2023. However, the provisions do not commence at all if the event mentioned in paragraph (b) does not occur.
17. Schedule 4, items 123 to 136	At the same time as the provisions covered by table item 15.
18. Schedule 4, Part 7	The later of: (a) at the same time as the provisions covered by table item 2; and (b) immediately after the commencement of the provisions covered by table item 17. However, the provisions do not commence at all if the event mentioned in paragraph (a) does not occur.
19. Schedule 5	The day after this Act receives the Royal Assent.	21 September 2023
20. Schedule 6, Part 1, Divisions 1 and 2	The day after this Act receives the Royal Assent.	21 September 2023
21. Schedule 6, Part 1, Division 3	Immediately after the commencement of the provisions covered by table item 20.	21 September 2023
22. Schedule 6, Part 1, Divisions 4 to 7	The day after this Act receives the Royal Assent.	21 September 2023
23. Schedule 6, Part 2	The first 1 January, 1 April, 1 July or 1 October to occur after the day this Act receives the Royal Assent.	1 October 2023

Note: This table relates only to the provisions of this Act as originally enacted. It will not be amended to deal with any later amendments of this Act.

1. (2)

   Any information in column 3 of the table is not part of this Act. Information may be inserted in this column, or information in it may be edited, in any published version of this Act.

3Schedules

Legislation that is specified in a Schedule to this Act is amended or repealed as set out in the applicable items in the Schedule concerned, and any other item in a Schedule to this Act has effect according to its terms.

Schedule 1ALRC Financial Services Interim Report: unfreezing the Acts Interpretation Act 1901

Australian Securities and Investments Commission Act 2001

1

Section 5A

Repeal the section.

1. 2

   Subsection 12GNA(4) (definition of modifications)

Repeal the definition.

3

Paragraph 19(2)(b)

After “oath”, insert “or affirmation”.

4

Subsection 58(5)

After “oath”, insert “or affirmation”.

5

At the end of sections 116, 117, 118 and 182

Add:

Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.

6

Subsection 208(4)

Repeal the subsection, substitute:

Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.

7

Subsection 208A(1)

Omit “(1)”.

8

Subsection 208A(2)

Repeal the subsection, substitute:

Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.

9

Subsection 218(5)

After “oath”, insert “or affirmation”.

10

Subsections 236D(4) and 236H(4)

Repeal the subsections, substitute:

Note: For rules that apply to acting appointments, see sections 33AB and 33A of the Acts Interpretation Act 1901.

11

Section 245

Repeal the section.

Corporations Act 2001

12

Subsection 3(2)

Omit “subsection 22(3)”, substitute “section 2H”.

13

Section 5C

Repeal the section.

14

Section 9

Repeal the following definitions:

1. (a)

   definition of affidavit;

2. (b)

   definition of document;

3. (c)

   definition of Judge;

4. (d)

   definition of territorial sea.

15

Section 105

Repeal the section, substitute:

105Calculation of time

1. (1)

   A period of time referred to in the Corporations legislation, or an instrument made under the Corporations legislation, dating from a given day, act or event, is to be calculated exclusive of such day or of the day of such act or event.

2. (2)

   Without limiting subsection (1), in calculating how many days a particular day, act or event is before or after another day, act or event:

   1. (a)

      the first‑mentioned day, or the day of the first‑mentioned act or event, is to be counted; and

   2. (b)

      the other day, or the day of the other act or event, is not to be counted.

3. (3)

   If:

   1. (a)

      the Corporations legislation, or an instrument made under the Corporations legislation, requires or allows a thing to be done within a specified period; and

   2. (b)

      the last day of the period is not a business day in the place where the thing must or may be done;

then the thing may instead be done on the next day that is a business day in that place.

16

Subsection 110(1) (note 1)

Omit “section 9”, substitute “section 2B of the Acts Interpretation Act 1901”.

17

Subsection 581(1)

Omit “Judges”, substitute “judges”.

18

Paragraph 596D(1)(b)

After “oath”, insert “or affirmation”.

19

Section 1020AE (note 2)

Repeal the note, substitute:

Note 2: For the definition of writing, see section 2B of the Acts Interpretation Act 1901.

1. 20

   Subsection 1044B(4) (definition of modifications)

Repeal the definition.

21

Subsections 1057A(2) and (3)

Omit “Judge”, substitute “judge”.

Schedule 2—ALRC Financial Services Interim Report: single glossary of defined terms

Part 1AmendmentsDivision 1The single glossary

Australian Securities and Investments Commission Act 2001

1

Subsections 5(2) and (3)

Repeal the subsections, substitute:

1. (2)

   Subject to this Act, Part 1.2 (Interpretation) of the Corporations Act applies for the purposes of this Act as if the provisions of this Act were provisions of that Act.

   Note: Part 1.2 of the Corporations Act includes the Dictionary in section 9 of that Act, so the definitions in that section apply for the purposes of this Act unless this Act otherwise provides.

Corporations Act 2001

2

Before section 6

Insert:

5JSimplified outline of this Part

This Part sets out the main interpretative provisions for this Act. Particular provisions of this Act may have different or additional interpretative provisions. Terms may be defined only for a particular purpose or have a different definition for different purposes.

The Dictionary in section 9 includes a definition for each term that is defined in this Act, except:

1. (a)

   terms that are defined for the purposes of a single section or part of a single section; and

2. (b)

   terms that are defined for the purposes of Chapter 10 (transitional provisions), Schedule 2 (the Insolvency Practice Schedule) or Schedule 4 (transfer of financial institutions and friendly societies).

To the extent that a term used in a provision is not defined in this Act, it has its ordinary meaning.

3

Section 7

Repeal the section, substitute:

7Identifying defined terms

1. (1)

   The Dictionary in section 9 includes a definition for each term that is defined in this Act, except:

   1. (a)

      a term that is defined for the purposes of a single section or part of a single section; and

   2. (b)

      a term that is defined for the purposes of Chapter 10 (transitional provisions) or Schedule 4 (transfer of financial institutions and friendly societies); and

   3. (c)

      a term that is defined for the purposes of Schedule 2 (the Insolvency Practice Schedule).

In some cases, the definition is a signpost to another provision or Act which defines the term.

Note 1: An example for paragraph (a) is a definition that is expressed as being for the purposes of a section or subsection.

Note 2: Schedule 2 also has its own Dictionary: see section 5‑5 of Schedule 2. Subject to Schedule 2, the Dictionary in section 9 also has effect for the purposes of Schedule 2.

Note 3: This Part, including the Dictionary in section 9, also has effect for the purposes of the ASIC Act: see subsection 5(2) of that Act.

1. (2)

   Within a definition, the defined term is identified by bold italics.

   Note: This Act also uses bold italics to “tag” a concept with a label for use as a narrative device.

2. (3)

   To the extent that a term used in a provision is not defined in this Act, it has its ordinary meaning.

   Example 1: The definition of complaint in section 9 defines the term only in Part 7.8A. The term has it its ordinary meaning in all other Parts of this Act.

   Example 2: The definition of participant in section 9 defines the term only in relation to a clearing and settlement facility and in relation to a financial market. The term has it its ordinary meaning when used in relation to all other persons and things.

4

Section 9

Omit “Unless the contrary intention appears”, substitute “In this Act”.

5

Section 9 (definition of resolution)

Omit “when used in a provision outside Schedule 2”.

6

Section 5‑5 of Schedule 2 (heading)

Repeal the heading, substitute:

5‑5The Dictionary

Note: A number of expressions used in this Schedule are defined in section 9 of this Act.

Division 2Terms in general use

Australian Securities and Investments Commission Act 2001

7

Subsection 5(1) (definition of APRA)

Repeal the definition.

Corporations Act 2001

8

Section 9 (at the end of the definition of act)

Add:

Note: See also doing an act or thing.

9

Section 9

Insert:

asset has the meaning given by section 9AB.

10

Section 9 (definition of assets)

Repeal the definition.

1. 11

   Section 9 (at the end of the definition of body corporate)

Add:

1. ; and (c)

   for the purposes of Chapter 5 and Part 9.2—has a meaning affected by subsection 6(2) (about Part 5.7 bodies).

12

Section 9

Insert:

borrow includes obtain credit and:

1. (a)

   in relation to a debenture—borrower means the body that is or will be liable to repay money under the debenture; and

2. (b)

   in Part 7.7A (best interests obligations and remuneration)—borrowed has the meaning given by section 964G.

13

Section 9 (definition of borrower)

Repeal the definition.

14

Section 9 (definition of carry on)

Repeal the definition, substitute:

carry on, in relation to a business, has a meaning affected by Division 3.

15

Section 9 (definition of cause)

Repeal the definition.

1. 16

   Section 9 (definition of circulating security interest)

Repeal the definition, substitute:

circulating security interest means a security interest that is:

1. (a)

   a PPSA security interest, if:

   1. (i)

      the security interest has attached to a circulating asset within the meaning of the Personal Property Securities Act 2009; and

   2. (ii)

      the grantor (within the meaning of that Act) has title to the asset; or

2. (b)

   a floating charge.

Note: Security interests are either PPSA security interests, or charges, liens or pledges: see security interest.

17

Section 9

Insert:

client:

1. (a)

   for an issue situation—has the meaning given by paragraph 1012B(2)(c); and

2. (b)

   for a recommendation situation—has the meaning given by paragraph 1012A(2)(c); and

3. (c)

   for a sale situation—has the meaning given by paragraph 1012C(2)(c); and

4. (d)

   of a trustee company—has the meaning given by subsection 601RAB(3); and

Note: See also retail client and wholesale client.

18 Section 9 (definition of director)

Repeal the definition, substitute:

director has the meaning given by section 9AC.

19

Section 9

Insert:

disclosing entity provisions has the meaning given by section 111AR.

doing an act or thing includes causing or authorising the act or thing to be done.

in default:

1. (a)

   an officer of a body corporate who is in default, in relation to a contravention, includes an officer of the body corporate who is involved in the contravention (including a person who later ceases to be such an officer); and

2. (b)

   a person who is in default, in relation to a contravention, includes a person who is involved in the contravention.

20

Section 9 (definition of interest)

Repeal the definition, substitute:

interest:

1. (a)

   interest in relation to land includes:

   1. (i)

      a legal or equitable estate or interest in the land; or

   2. (ii)

      a right, power or privilege over, or in relation to, the land; and

2. (b)

   interest in a managed investment scheme (including a notified foreign passport fund) means a right to benefits produced by the scheme (whether the right is actual, prospective or contingent and whether it is enforceable or not); and

3. (c)

   in Part 5D.5 (limit on control of licensed trustee companies) interests of clients of a licensed trustee company—has a meaning affected by section 601VCB.

21

Section 9

Insert:

in this jurisdiction or elsewhere has a meaning affected by subsection 102B(1).

22

Section 9 (definition of involved)

Repeal the definition, substitute:

involved:

1. (a)

   in a contravention—has the meaning given by section 79; and

2. (b)

   in a market licensee, CS facility licensee, derivative trade repository licensee or a benchmark administrator licensee, or in an applicant for such a licence—has the meaning given by section 853B.

23

Section 9 (definition of issue)

Repeal the definition, substitute:

issue:

1. (a)

   issue includes:

   1. (i)

      in relation to interests in a managed investment scheme—make available; and

   2. (ii)

      otherwise—circulate, distribute and disseminate; and

2. (b)

   in relation to a financial product—issue has the meaning given by section 761E.

24

Section 9 (definition of law)

Repeal the definition, substitute:

law:

1. (a)

   law of a State or Territory means a law of, or in force in, the State or Territory; and

2. (b)

   in Chapter 5D (licensed trustee companies)—law has the meaning given by section 601RAA.

Note: The definition in paragraph (a) does not affect the meaning of law when used otherwise than in a phrase such as “law of a State or Territory”. Examples of such a use are in the phrase “any provision of any law” in section 100A and the phrase “law of the Commonwealth” in section 156.

25

Section 9 (note to the definition of lease)

Omit “in section 51 of this Act”, substitute “in this section”.

26

Section 9 (definition of liabilities)

Repeal the definition.

27

Section 9

Insert:

liability:

1. (a)

   liability (except in relation to a sub‑fund of a CCIV):

   1. (i)

      includes a duty or obligation of any kind (whether arising under an instrument or otherwise, and whether actual, contingent or prospective); and

   2. (ii)

      in relation to a CCIV—has a meaning affected by section 1233A; and

2. (b)

   liabilities, in relation to a sub‑fund of a CCIV, has the meaning given by section 1233L.

1. 28

   Section 9 (definition of listed disclosing entity)

Omit “subsection 111AL(1)”, substitute “section 111AL”.

29

Section 9 (definition of lodge)

Repeal the definition, substitute:

lodge:

1. (a)

   means lodge with ASIC in this jurisdiction; and

2. (b)

   in relation to a document lodged with ASIC in a prescribed form—has a meaning affected by subsection 350(2).

30

Section 9

Insert:

number of shares, in relation to a body corporate, has a meaning affected by section 101.

offer:

1. (a)

   offer a security (other than a financial product) includes:

   1. (i)

      invite applications for the issue of the security; and

   2. (ii)

      invite offers to purchase the security; and

(b) offer to issue or sell a financial product, for the purposes of Part 7.8A (design and distribution requirements) and Part 7.9 (financial product disclosure), has a meaning affected by subsection 1010C(2); and

1. (c)

   the person who offers a security:

   1. (i)

      (unless subparagraph (ii) applies) is the person who has the capacity, or who agrees, to issue or transfer the security if the offer is accepted; or

   2. (ii)

      for the purposes of Chapter 8 (mutual recognition of securities offers), if the offer is an offer of a kind prescribed by the regulations for the purposes of this subparagraph—is a person of a kind prescribed by the regulations for the purposes of this subparagraph;

and that person is the offeror of the security.

Note: Section 1010C applies for the purposes of Part 7.8A: see subsection 994A(3).

officer has the meaning given by section 9AD.

31

Section 9

Repeal the following definitions:

1. (a)

   definition of officer of a corporation (other than a CCIV);

2. (b)

   definition of officer of a corporation that is a CCIV;

3. (c)

   definition of officer of an entity that is neither an individual nor a corporation.

32

Section 9 (definition of person)

Repeal the definition, substitute:

person:

1. (a)

   in Division 2 of Part 2D.2—includes a superannuation fund; and

2. (b)

   for the purposes of Chapter 5 and Part 9.2—has a meaning affected by subsection 6(1) (which deals with Part 5.7 bodies); and

3. (c)

   in applying Chapter 7 and Part 6D.3A—has a meaning affected by section 761F (which deals with partnerships) and section 761FA (which deals with multiple trustees).

33

Section 9

Insert:

possessory security interest, in relation to property, means a security interest that is:

1. (a)

   a PPSA security interest in the property that is perfected by possession or control, within the meaning of the Personal Property Securities Act 2009; or

2. (b)

   a lien or a pledge in relation to the property.

Note: Security interests are either PPSA security interests, or charges, liens or pledges: see security interest.

1. 34

   Section 9 (definition of PPSA security interest)

Repeal the definition, substitute:

PPSA security interest (short for Personal Property Securities Act security interest) means a security interest within the meaning of the Personal Property Securities Act 2009 and to which that Act applies, other than a transitional security interest within the meaning of that Act.

Note 1: The Personal Property Securities Act 2009 applies to certain security interests in personal property: see the following provisions of that Act:

(a) section 8 (interests to which the Act does not apply);

(b) section 12 (meaning of security interest);

(c) Chapter 9 (transitional provisions).

Note 2: For the meaning oftransitional security interest, see section 308 of the Personal Property Securities Act 2009.

35

Section 9

Insert:

prescribed form: see section 350.

1. 36

   Section 9 (before paragraph (a) of the definition of property)

Insert:

1. (aaa)

   in Part 5.2 (receivers, and other controllers, of property of corporations)—has a meaning affected by section 416; and

1. 37

   Section 9 (paragraph (i) of the definition of property)

Repeal the paragraph, substitute:

1. (i)

   in Part 8B.5 (operation of a CCIV)—has a meaning affected by section 1233; and

2. (j)

   in Part 8B.6 (external administration and deregistration of CCIVs)—has a meaning affected by section 1236A.

38

Section 9 (note to the definition of property)

Omit “(a) to (h)”, substitute “(a) to (i)”.

39

Section 9 (definition of receiver)

Repeal the definition, substitute:

receiver has a meaning affected by paragraph 434D(b) (which deals with 2 or more persons appointed as receivers) and:

1. (a)

   in Part 5.2 (receivers, and other controllers, of property)—has a meaning affected by section 416; and

2. (b)

   in Part 5.3A (deeds of company arrangement)—has a meaning affected by section 435B; and

3. (c)

   in Part 8B.6 (external administration and deregistration of CCIVs)—has a meaning affected by section 1236A.

40

Section 9 (definition of register)

Repeal the definition, substitute:

register:

1. (a)

   register means register under this Act; and

2. (b)

   register kept by ASIC under this Act has a meaning affected by subsection 1214(4) (about the Register of Passport Funds).

Note: See also Business Names Register and Register of Relevant Providers.

41

Section 9 (definition of Registrar)

Repeal the definition, substitute:

Registrar means:

1. (a)

   if only one Commonwealth body is appointed as Registrar under section 1270—that body; or

2. (b)

   if more than one Commonwealth body is appointed under section 1270:

   1. (i)

      for a reference in a provision that relates to one or more particular functions or powers—any Commonwealth body so appointed with any of those particular functions or powers; or

   2. (ii)

      otherwise—any of the Commonwealth bodies appointed under section 1270.

1. 42

   Section 9 (note to the definition of retention of title clause)

Repeal the note, substitute:

Note: See also PPSA retention of title property and PPSA security interest.

43

Section 9 (definition of secured creditor)

Repeal the definition, substitute:

secured creditor:

1. (a)

   of a corporation—means a creditor of the corporation, if the debt owing to the creditor is secured by a security interest; and

2. (b)

   of a sub‑fund of a CCIV—means a secured creditor of the CCIV, if the debt owing to the creditor is, to any extent, a liability of the sub‑fund.

44

Section 9 (definition of secured party)

Repeal the definition, substitute:

secured party, in relation to a security interest, means:

1. (a)

   if the security interest is a PPSA security interest—a secured party within the meaning of the Personal Property Securities Act 2009; or

2. (b)

   if the security interest is not a PPSA security interest, but consists of a charge, lien or pledge in relation to the property—a chargee (including a person in whose favour a charge is to be given or executed, whether on demand or otherwise, under an agreement), lienee or pledgee in relation to the charge, lien or pledge.

Note: Security interests are either PPSA security interests, or charges, liens or pledges: see security interest.

45

Section 9 (definition of security interest)

Repeal the definition, substitute:

security interest means:

1. (a)

   a PPSA security interest; or

2. (b)

   a charge, lien or pledge.

46

Section 9

Insert:

shares: seenumber of shares.

1. 47

   Section 9 (definition of unlisted disclosing entity)

Repeal the definition.

48

After section 9AA

Insert:

9ABMeaning of asset

1. (1)

   An asset (except in relation to a sub‑fund of a CCIV) is property, or a right, of any kind, and includes:

   1. (a)

      any legal or equitable estate or interest (whether present or future, vested or contingent, tangible or intangible, in real or personal property) of any kind; and

   2. (b)

      any chose in action; and

   3. (c)

      any right, interest or claim of any kind including rights, interests or claims in or in relation to property (whether arising under an instrument or otherwise, and whether liquidated or unliquidated, certain or contingent, accrued or accruing); and

   4. (d)

      any CGT asset within the meaning of the Income Tax Assessment Act 1997.

2. (2)

   The assets of a financial services licensee are all the licensee’s assets (as defined in subsection (1)), whether or not the assets are used in connection with the licensee’s Australian financial services licence.

3. (3)

   An asset of a sub‑fund of a CCIV has the meaning given by section 1233H.

9ACMeaning of director

(1) Adirector of a company or other body is:

1. (a)

   a person who:

   1. (i)

      is appointed to the position of a director; or

   2. (ii)

      is appointed to the position of an alternate director and is acting in that capacity;

regardless of the name that is given to their position; and

1. (b)

   unless the contrary intention appears, a person who is not validly appointed as a director if:

   1. (i)

      they act in the position of a director; or

   2. (ii)

      the directors of the company or body are accustomed to act in accordance with the person’s instructions or wishes (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the directors or the corporation).

Note: Examples of provisions for which a person would not be a director because of paragraph (b) of this subsection include:

(a) section 205B (notice to ASIC of change of address); and

(b) section 249C (power to call meetings of a company’s members); and

(c) subsection 251A(3) (signing minutes of meetings).

1. (2)

   In Part 5.1 (arrangements and reconstructions), the meaning of directors (as defined in subsection (1)) is affected by section 410.

9ADMeaning of officer

1. (1)

   An officer of a corporation (other than a CCIV) is:

   1. (a)

      a director or secretary of the corporation; or

   2. (b)

      a person:

      1. (i)

         who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the corporation; or

      2. (ii)

         who has the capacity to affect significantly the corporation’s financial standing; or

      3. (iii)

         in accordance with whose instructions or wishes the directors of the corporation are accustomed to act (excluding advice given by the person in the proper performance of functions attaching to the person’s professional capacity or their business relationship with the directors or the corporation); or

   3. (c)

      a receiver, or receiver and manager, of the property of the corporation; or

   4. (d)

      an administrator of the corporation; or

   5. (e)

      an administrator of a deed of company arrangement executed by the corporation; or

   6. (f)

      a restructuring practitioner for the corporation; or

   7. (g)

      a restructuring practitioner for a restructuring plan made by the corporation; or

   8. (h)

      a liquidator of the corporation; or

   9. (i)

      a trustee or other person administering a compromise or arrangement made between the corporation and someone else.

   Note: Section 201B contains rules about who can be a director of a corporation.

2. (2)

   An officer of a corporation that is a CCIV has the meaning given by section 1224B.

3. (3)

   An officer of an entity that is neither an individual nor a corporation is:

   1. (a)

      if the entity is a partnership—a partner in the partnership; or

   2. (b)

      if the entity is an unincorporated association—an office holder of the unincorporated association; or

   3. (c)

      in any case—a person:

      1. (i)

         who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the entity; or

      2. (ii)

         who has the capacity to affect significantly the entity’s financial standing.

49

Section 9C

Repeal the section.

50

At the end of section 21

Add:

1. (4)

   In working out whether someone carries on a financial services business disregard paragraph (3)(e).

   Note: See also section 911D for when a financial services business is taken to be carried on in this jurisdiction.

51

Division 6A of Part 1.2 (heading)

Repeal the heading, substitute:

Division 7—Meaning of some other expressions

52

Sections 51 to 51E

Repeal the sections.

53

Division 6B of Part 1.2 (heading)

Repeal the heading.

54

Division 7 of Part 1.2 (heading)

Repeal the heading.

55

Section 52

Repeal the section.

56

Section 53 (heading)

Repeal the heading, substitute:

53Meaning of affairs—body corporate other than a CCIV

57

Section 53AAA (heading)

Repeal the heading, substitute:

53AAAMeaning of affairs—CCIV

58

Section 53AA (heading)

Repeal the heading, substitute:

53AAMeaning of business affairs—body corporate

59

Section 53AB (heading)

Repeal the heading, substitute:

53ABMeaning of business affairs—natural person

60

Section 53AC (heading)

Repeal the heading, substitute:

53ACMeaning of business affairs—partnership

61

Section 53AD (heading)

Repeal the heading, substitute:

53ADMeaning of business affairs—trust

62

Section 79

Omit “involved”, substitute “involved”.

63

Section 83

Repeal the section.

64

Paragraph 92(1)(f)

Omit “(as defined in Chapter 7)”, substitute “(as defined in section 761D)”.

65

Subsection 92(1) (note)

Omit “paragraph (d) of the definition of security in section 761A”, substitute “paragraph (5)(d) of this section”.

66

Paragraphs 92(2)(e) and (2A)(f)

Omit “(as defined in Chapter 7)”, substitute “(as defined in section 761D)”.

67

Subsection 92(3)

After “6CA (inclusive)”, insert “and Part 8B.7”.

68

Paragraph 92(3)(g)

Omit “(as defined in Chapter 7)”, substitute “(as defined in section 761D)”.

69

Subsection 92(4)

Repeal the subsection, substitute:

1. (4)

   In Chapter 6D, securities has the meaning given by section 700.

   Note: However, in Chapter 6D, securities does not include securities in a CCIV: see section 1240G.

2. (5)

   In Chapter 7 (except Part 7.11), security means:

   1. (a)

      a share in a body; or

   2. (b)

      a debenture of a body; or

   3. (c)

      a legal or equitable right or interest in a security covered by paragraph (a) or (b); or

   4. (d)

      an option to acquire, by way of issue, a security covered by paragraph (a), (b) or (c); or

   5. (e)

      a right (whether existing or future and whether contingent or not) to acquire, by way of issue, the following under a rights issue:

      1. (i)

         a security covered by paragraph (a), (b), (c) or (d);

      2. (ii)

         a managed investment product;

      3. (iii)

         a foreign passport fund product;

      4. (iv)

         an interest or right covered by paragraph 764A(ba); or

   6. (f)

      a CGS depository interest; or

   7. (g)

      a simple corporate bonds depository interest;

but does not include an excluded security or a foreign passport fund product.

1. (6)

   In Part 7.11, security means:

   1. (a)

      a security as defined in subsection (5); or

   2. (b)

      a managed investment product; or

   3. (c)

      a foreign passport fund product.

2. (7)

   In Chapter 8, securities means:

   1. (a)

      a share in a body; or

   2. (b)

      a debenture of a body; or

   3. (c)

      an interest in a managed investment scheme; or

   4. (d)

      a legal or equitable right or interest in a security or interest covered by paragraph (a), (b) or (c); or

   5. (e)

      an option to acquire, by way of issue, an interest or right covered by paragraph (a), (b), (c) or (d).

70

Section 106

Repeal the section.

71

Division 2 of Part 1.2A (heading)

Repeal the heading, substitute:

Division 2—Meaning of disclosing entity and related terms

72

Section 111AB

Repeal the section.

73

Section 111AL

Repeal the section, substitute:

111ALMeaning of listed disclosing entity

A disclosing entity is alisted disclosing entity if all or any ED securities of the entity are quoted ED securities.

74

Subsection 111AR(1)

Omit “For the purposes of this Division, the”, substitute “The”.

1. 75

   Paragraph 5.4 of the small business guide in Part 1.5

Omit “83,”.

76

Section 328A (note)

Omit “(see section 83). Section 79 defines involved”, substitute “: see the definitions of in default and involved in section 9”.

77

Subsection 328B(2) (note)

Omit “(see section 83). Section 79 defines involved”, substitute “: see the definitions of in default and involved in section 9”.

78

Subsection 442B(1) (note 1)

Repeal the note, substitute:

Note 1: A circulating security interest can be either a PPSA security interest to which a circulating asset has attached or a floating charge: see the definition of circulating security interest in section 9.

79

Paragraph 700(1)(a)

Repeal the paragraph, substitute:

1. (a)

   a security as defined in paragraph 92(5)(e) or (f); or

80

Subsections 700(2) and (3)

Repeal the subsections.

81

Subsections 910B(1) and (2)

Omit “Control”, substitute “In this Part, control”.

82

Section 963A (note)

Omit “(see section 52)”, substitute “: see the definition of doing in section 9”.

83

Subsection 963B(1) (note)

Omit “, because of section 52 of this Act,”.

84

Subsection 1010A(2) (note)

Omit “within the meaning of section 761A”, substitute “as defined in subsection 92(5)”.

85

Subsection 1240H(5)

Repeal the subsection, substitute:

1. (5)

   For the purposes of subsection (2), a security referred to in paragraph 95(c) or (d) is taken to be referable to the sub‑fund of the CCIV to which the relevant security covered by paragraph 95(a) or (b) is, or would be, referable.

   Note: For example, an option to acquire by way of issue a share in a CCIV (covered by paragraph 95(d)) is referable to the sub‑fund of the CCIV to which the share (covered by paragraph 95(a)) is referable.

86

Paragraph 1240H(6)(a)

Repeal the paragraph, substitute:

1. (a)

   subsection 700(4);

Division 3—Terms relating to companies and audited bodies

Corporations Act 2001

1. 87

   Section 9 (definition of annual transparency report)

Repeal the definition, substitute:

annual transparency report means a report required by section 332A.

88

Section 9

Insert:

auditor’s report means:

1. (a)

   an auditor’s report on an annual financial report required by section 308; or

2. (b)

   an auditor’s report on a half‑year financial report required by section 309.

chief executive function has the meaning given by section 295A.

chief financial officer function has the meaning given by section 295A.

conflict of interest situation, in Chapter 2M (financial reports and audit), has the meaning given by section 324CD.

corporate responsibility provision has the meaning given by section 188.

directors’ report means:

1. (a)

   an annual directors’ report required by section 292; or

2. (b)

   a half‑year directors’ report required by section 302.

equal reduction has the meaning given by subsection 256B(2).

89

Section 9 (definition of financial benefit)

Repeal the definition, substitute:

financial benefit: see giving a financial benefit.

90

Section 9 (definition of financial report)

Repeal the definition, substitute:

financial report means:

1. (a)

   an annual financial report required by or under section 292, 293, 294, 294A or 294B; or

2. (b)

   a half‑year financial report required by section 302.

91

Section 9

Insert:

giving a financial benefit has a meaning that is affected by section 229.

92

Section 9

Insert:

independent person, in Part 2G.7 (independent reports on polls), has the meaning given by section 253UA.

1. 93

   Section 9 (subparagraph (a)(ii) of the definition of play a significant role)

Omit “audit report”, substitute “auditor’s report”.

94

Section 9

Insert:

replaceable rule: see section 135.

selective reduction has the meaning given by subsection 256B(2).

Note: For the purposes of applying this definition to an MCI mutual entity, see subsection 258G(2).

shareholder:

1. (a)

   in Part 2J.1 (share capital reductions and share buy‑backs)—has a meaning affected by section 258G (about MCI mutual entities); and

2. (b)

   in Part 2J.3 (transactions affecting share capital)—has a meaning affected by section 260DA (about MCI mutual entities).

spill meeting has the meaning given by subsection 250V(1).

spill resolution has the meaning given by subsection 250V(1).

95Section 179

Repeal the section, substitute:

179Simplified outline of this Part

This Part sets out some of the most significant duties of directors, secretaries, other officers and employees of corporations. Other duties are imposed by other provisions of this Act and other laws (including the general law).

Note: For a CCIV there are additional duties, see Divisions 2 and 3 of Part 8B.3.

The officers of a corporation include, as well as its directors and secretaries, some other people who manage the corporation or its property (such as receivers and liquidators).

Note: For the definitions of director and officer, see sections 9AC and 9AD.

96

Subsection 208(1) (notes 1, 2 and 3)

Repeal the notes, substitute:

Note 1: For the criminal liability of a person dishonestly involved in a contravention of this subsection, see subsection 209(3).

Note 2: This section applies to a CCIV in a modified form: see section 1227A.

97

Subsection 229(1)

Omit “this Chapter”, substitute “this Act”.

98

Paragraph 250RA(1)(a)

Omit “audit report”, substitute “auditor’s report”.

99

Paragraph 250RA(3)(c)

Omit “audit report”, substitute “auditor’s report”.

100

Subparagraph 307B(1)(c)(i)

Omit “audit report”, substitute “auditor’s report”.

101

Subparagraph 307B(3)(b)(i)

Omit “audit report”, substitute “auditor’s report”.

102

Subparagraph 307C(5)(a)(i)

Omit “audit report”, substitute “auditor’s report”.

103

Subsection 324CH(1) (table items 8 and 9)

Omit “audit report”, substitute “auditor’s report”.

104

Subsection 332A(2)

Omit “annual transparency report”, substitute “annual transparency report”.

105

Subsection 336(4)

Omit “audit report”, substitute “auditor’s report”.

106

Section 601LC (note to subsection 208(1))

Repeal the note.

1. 107

   Subsection 601SCD(3) (definition of financial benefit)

Repeal the definition.

Division 4—Terms relating to external administration and property

Corporations Act 2001

108

Section 9

Insert:

appropriate officer, in Part 5.8 (offences), has the meaning given by subsection 589(5).

1. 109

   Section 9 (definition of eligibility criteria) (first occurring)

Repeal the definition, substitute:

eligibility criteria:

1. (a)

   for restructuring a company—has the meaning given by section 453C; and

2. (b)

   for the simplified liquidation process—has the meaning given by section 500AA.

1. 110

   Section 9 (definition of eligibility criteria) (second occurring)

Repeal the definition.

111

Section 9

Insert:

eligible unsecured creditor has the meaning given by section 579Q.

employee of a company, in Part 5.8A (employee entitlements), has the meaning given by subsections 596AA(4) and (5).

112

Section 9

Insert:

section 486B warrant means a warrant issued under section 486B.

section 513CA day has the meaning given by section 513CA.

113

Section 9

Insert:

triggering event has the meaning given by section 500AAA.

114

Section 416

Repeal the section, substitute:

416Meaning of property and receiver

In this Part:

property, in relation to a corporation, means property:

1. (a)

   in the case of a company—in Australia or outside Australia; or

2. (b)

   in the case of a registered foreign company—in this jurisdiction or an external Territory; or

3. (c)

   in the case of a registrable Australian body—in this jurisdiction but outside the body’s place of origin.

Note: See section 9 (definition of property).

receiver, in relation to property of a corporation, includes a receiver and manager.

115

After paragraph 422(1)(a)

Insert:

1. (aa)

   if the corporation is a registered foreign company—a past or present local agent of the corporation may have been guilty of an offence in relation to the corporation; or

116

After paragraph 422(3)(a)

Insert:

1. (aa)

   that a past or present local agent of a corporation:

   1. (i)

      that is a registered foreign company; and

   2. (ii)

      in respect of property of which a receiver has been appointed;

has been guilty of an offence in relation to the corporation; or

117

After subparagraph 422(4)(b)(i)

Insert:

1. (ia)

   if the corporation is a registered foreign company—a past or present local agent of the corporation has been guilty of an offence in relation to the corporation; or

118

Section 429 (heading)

Omit “Officers”, substitute “Reporting officers”.

119

After paragraph 430(1)(a)

Insert:

1. (aa)

   if the corporation is a registered foreign company—persons who are past or present local agents of the corporation;

120

At the end of subsection 430(1)

Add:

1. ; (e)

   if the corporation is a registered foreign company—persons who:

   1. (i)

      are present local agents of another corporation and that other corporation is an officer of the corporation or a past or present local agent of the corporation; or

   2. (ii)

      have been, within one year before the control day, local agents of another corporation and that other corporation is an officer of the corporation or a past or present local agent of the corporation.

121

Section 435B

Repeal the section, substitute:

435BMeaning of property and receiver

In this Part:

property of a company includes any PPSA retention of title property of the company.

Note: See sections 9 (definition of property) and 51F (PPSA retention of title property). An extended definition of property applies in subsection 444E(3): see subsection 444E(4).

receiver includes a receiver and manager.

122

Section 452B

Repeal the section, substitute:

452BMeaning of property

In this Part:

property of a company includes any PPSA retention of title property of the company.

Note: See sections 9 (definition of property) and 51F (PPSA retention of title property).

123

Section 465 (heading)

Repeal the heading, substitute:

465Meaning of property

124

Section 489F

Repeal the section, substitute:

489FMeaning of property

In this Part:

property of a company includes PPSA retention of title property, if the security interest in the property is vested in the company because of the operation of any of the following provisions:

1. (a)

   section 267 or 267A of the Personal Property Securities Act 2009 (property subject to unperfected security interests);

2. (b)

   section 588FL of this Act (collateral not registered within time).

Note: See sections 9 (definition of property) and 51F (PPSA retention of title property).

125

Before section 500A

Insert:

500AAAMeaning of triggering event

Each of the following is a triggering event in relation to a company:

1. (a)

   a special resolution under section 491 that the company be wound up voluntarily is passed;

2. (b)

   if section 446A applies in relation to the company because of paragraph 446A(1)(a)—the resolution referred to in that paragraph is passed;

3. (c)

   if section 446A applies in relation to the company because of paragraph 446A(1)(b)—the company first contravenes subsection 444B(2);

4. (d)

   if section 446A applies in relation to the company because of paragraph 446A(1)(c)—the resolution referred to in subparagraph 446A(1)(c)(ii) is passed;

5. (e)

   if section 446AA applies in relation to the company because of paragraph 446AA(1)(a)—the Court makes an order under section 445D terminating a deed of company arrangement in relation to the company;

6. (f)

   if section 446AA applies in relation to the company because of paragraph 446AA(1)(b)—the circumstances specified in the deed of company arrangement in which the deed is to terminate and the company is to be wound up first exist;

7. (g)

   if regulations made for the purposes of section 446B have the effect that the company is taken to have passed a special resolution under section 491 that the company be wound up voluntarily—that special resolution is taken to have passed, under the regulations;

8. (h)

   any other event prescribed by the regulations.

126

Paragraph 500A(2)(a)

Omit “(see section 489F)”.

127

Section 513AA (heading)

Repeal the heading, substitute:

513AAMeaning of property

128

Section 513CA (heading)

Repeal the heading, substitute:

513CAMeaning of section 513CA day

129

Section 580

Repeal the section.

130Subsection 581(1)

Omit all the words after “each other in”, substitute:

all matters (external administration matters) relating to:

1. (a)

   winding up, under this Chapter, a company or a Part 5.7 body; or

2. (b)

   winding up, outside Australia, a body corporate or a Part 5.7 body; or

3. (c)

   the insolvency of a body corporate or of a Part 5.7 body.

131

Subparagraph 581(2)(a)(iii)

Repeal the subparagraph, substitute:

1. (iii)

   countries prescribed for the purposes of this subparagraph; and

2. (iv)

   colonies, overseas territories or protectorates of such countries;

132

Section 588C (heading)

Repeal the heading, substitute:

588CMeaning of property

133

Section 588FK

Repeal the section, substitute:

588FKInterpretation and application

1. (1)

   A word or expression used in this Division (other than the expression PPSA security interest) has the same meaning as in the Personal Property Securities Act 2009.

   Note 1: As a result of this section, in this Division, company has the same meaning as in the Personal Property Securities Act 2009.

   Note 2: For PPSA security interest, see section 9.

2. (2)

   Subsection (1) applies despite any other provision of this Act.

3. (3)

   For the purposes of this Division, whether or not a person has acquired actual or constructive knowledge of a circumstance is to be determined in accordance with sections 297 to 300 of the Personal Property Securities Act 2009.

134

Before subsection 589(5)

Insert:

Meaning of appropriate officer and property

1. 135

   Subsection 589(5) (definition of relevant day)

Repeal the definition.

136

At the end of section 590

Add:

Meaning of relevant day

1. (8)

   In this section:

relevant day means the day on which:

1. (a)

   in relation to a company that has been wound up, has been in the course of being wound up, or is being wound up:

   1. (i)

      if, because of Division 1A of Part 5.6, the winding up is taken to have begun on the day when an order that the company be wound up was made—the application for the order was filed; or

   2. (ii)

      otherwise—the winding up is taken because of Division 1A of Part 5.6 to have begun; or

2. (b)

   in relation to a company of which a provisional liquidator has been appointed—the provisional liquidator was appointed; or

3. (c)

   in relation to a company that is or has been under administration—the administration began; or

4. (d)

   in relation to a company that has executed a deed of company arrangement—the deed was executed; or

5. (e)

   in relation to a company that is or has been under restructuring—the restructuring began; or

6. (f)

   in relation to a company that has made a restructuring plan—the plan was made; or

7. (g)

   in relation to a company affairs of which are or have been under investigation:

   1. (i)

      if paragraph 589(2)(a) applies—the investigation began; or

   2. (ii)

      if paragraph 589(2)(b) applies—a direction was given to the NCSC to arrange for the investigation; or

8. (h)

   in relation to a company in respect of property of which a receiver, or a receiver and manager, has been appointed—the receiver, or the receiver and manager, was appointed; or

9. (i)

   in relation to a company that is unable to pay its debts—the execution or other process was returned unsatisfied in whole or in part; or

10. (j)

    in relation to a company that has ceased to carry on business—a notice was first published in relation to the company under subsection 601AA(4) or 601AB(3); or

11. (k)

    in relation to a company that has entered into a compromise or arrangement with its creditors—the compromise or arrangement was approved by the Court.

137

Section 601 (heading)

Repeal the heading, substitute:

601Meaning of property

138

Section 601C (heading)

Repeal the heading, substitute:

601CMeaning of property

Division 5—Terms relating to managed investment schemes

Corporations Act 2001

139

Section 9

Insert:

compliance committee means a compliance committee established under section 601JA.

liquid:

1. (a)

   for a registered scheme—has the meaning given by subsection 601KA(4); and

2. (b)

   for a sub‑fund—has the meaning given by subsection 1230H(1).

140

Paragraphs 601GA(4)(b) and (c)

Omit “(as defined in section 601KA)”.

Division 6—Terms relating to licensed trustee companies

Australian Securities and Investments Commission Act 2001

141

Subsection 5(1)

Repeal the following definitions:

1. (a)

   definition of traditional trustee company services;

2. (b)

   definition of trustee company.

Corporations Act 2001

142

Section 9

Insert:

certificate of transfer has the meaning given by subsection 601WBG(1).

common fund, in Chapter 5D (licensed trustee companies), has the meaning given by subsection 601SCA(2).

compulsory transfer determination has the meaning given by subsection 601WBA(1).

estate assets and liabilities has the meaning given by section 601WAA.

estate management functions has the meaning given by subsection 601RAC(2).

estate that is administered or managed has the meaning given by subsection 601SBB(1A).

fees, in Chapter 5D (licensed trustee companies), has the meaning given by section 601RAA.

1. 143

   Section 9 (definition of licensed trustee company)

Repeal the definition, substitute:

licensed trustee company means a trustee company that holds an Australian financial services licence covering the provision of one or more traditional trustee company services.

Note: Traditional trustee company services are financial services: see subsection 766A(1A).

144

Section 9

Insert:

person with a proper interest, in relation to an estate, has a meaning affected by section 601RAD.

receiving company has the meaning given by subsection 601WBA(1).

traditional trustee company services has the meaning given by subsection 601RAC(1).

transfer determination has the meaning given by subsection 601WBA(1).

transferring company has the meaning given by subsection 601WBA(1).

trustee company has the meaning given by subsection 601RAB(1).

trustee company provisions has the meaning given by section 601RAE.

voluntary transfer determination has the meaning given by subsection 601WBA(1).

will includes a codicil and any other testamentary writing.

145

Paragraph 490(1)(c)

Omit “(within the meaning of Chapter 5D)”.

146

Subsection 490(2)

Omit “(within the meaning of Chapter 5D)”.

147

Section 601RAA

Repeal the section, substitute:

601RAAMeaning of fees and law—Chapter 5D

In this Chapter:

fees means fees in the nature of remuneration (including commission).

law means an Australian law and includes a rule of common law or equity.

148

Section 601RAB (heading)

Omit “of trustee company”.

149

Paragraph 601RAB(2A)(e)

Omit “(as defined in section 601VAA)”.

150

After subsection 601SBB(1)

Insert:

(1A) An estate that is administered or managed by a trustee company, is all or any of the estate of a person (whether living or dead) that is administered or managed by the trustee company in the course of performing estate management functions.

151

Subsection 601SCA(2)

Omit “A fund”, substitute “For the purposes of this Chapter, a fund”.

152

Section 601VAC (heading)

Repeal the heading, substitute:

601VACOrders to remedy unacceptable control situation

153

Section 601WAA

Repeal the section, substitute:

601WAAMeaning of estate assets and liabilities

A company’s estate assets and liabilities are assets (including assets in common funds) and liabilities of an estate, or incurred in relation to an estate, in relation to which the company was performing estate management functions, if the assets and liabilities were vested in or otherwise belonged to the company:

1. (a)

   because of its performance of those functions; and

2. (b)

   immediately before:

   1. (i)

      if ASIC has under Part 7.6 cancelled the company’s Australian financial services licence or varied the conditions of the company’s Australian financial services licence so that the licence ceases to cover traditional trustee company services—the cancellation or variation; or

   2. (ii)

      otherwise—a relevant certificate of transfer comes into force.

Note: This Part does not apply to liabilities for breach of trust etc.: see section 601WBK.

154

Paragraph 601WBA(1)(a)

Repeal the paragraph, substitute:

1. (a)

   ASIC has under Part 7.6 cancelled the transferring company’s Australian financial services licence or varied the conditions of the transferring company’s Australian financial services licence so that the licence ceases to cover traditional trustee company services (the determination is a compulsory transfer determination); or

155

Subsection 601WCA(1)

Omit “An authorised ASIC officer”, substitute “A person authorised under section 601WCI”.

156

Subparagraph 601WCB(b)(i)

Omit “an authorised ASIC officer”, substitute “a person authorised under section 601WCI”.

157

Subparagraph 601WCC(1)(b)(i)

Omit “an authorised ASIC officer”, substitute “a person authorised under section 601WCI”.

158

At the end of Division 3 of Part 5D.6

Add:

601WCIAuthorisation to perform functions or exercise powers in this Part

ASIC may, in writing, authorise a person who is a member, or staff member, of ASIC to perform functions or exercise powers under section 601WCA, 601WCB or 601WCC.

159

Paragraph 792A(1)(h)

Omit “(within the meaning of Division 1 of Part 7.4)”.

160

Paragraph 792A(1)(h)

Omit “within the meaning of that Division”.

161

Paragraph 821A(1)(g)

Omit “(within the meaning of Division 1 of Part 7.4)”.

162

Paragraph 821A(1)(g)

Omit “within the meaning of that Division”.

Division 7Terms relating to takeovers and acquisitions

Australian Securities and Investments Commission Act 2001

163

Paragraph 43(1)(e)

Omit “Part 6.9”, substitute “Subdivision B of Division 2 of Part 6.10”.

Corporations Act 2001

1. 164

   Section 9 (paragraphs (a) and (b) of the definition of enter into)

Omit “voting”.

1. 165

   Section 9 (paragraph (b) of the definition of enter into)

Before “issued”, insert “allotted,”.

166

Section 64

Repeal the section.

167

Paragraphs 617(1)(a) and (3)(a)

Omit “bid class”, substitute “bid class”.

Division 8—References to Panel

Australian Securities and Investments Commission Act 2001

1. 168

   Subsection 5(1) (paragraph (a) of the definition of member)

Omit “the Panel”, substitute “the Takeovers Panel”.

1. 169

   Subsection 5(1) (paragraph (c) of the definition of member)

Omit “Panel” (wherever occurring), substitute “Takeovers Panel”.

170

Subsection 5(1) (definition of Panel)

Repeal the definition.

1. 171

   Subsection 5(1) (definition of Panel proceedings)

Repeal the definition.

172

Subsection 5(1) (definition of President)

Omit “Panel”, substitute “Takeovers Panel”.

173

Subsection 5(1)

Insert:

Takeovers Panel means the Takeovers Panel continued in existence by section 261.

Takeovers Panel proceedings means proceedings before the Takeovers Panel on:

1. (a)

   an application made to the Takeovers Panel under the Corporations Act; or

2. (b)

   a reference of a decision to the Takeovers Panel for review under the Corporations Act.

1. 174

   Subsection 5(1) (paragraph (b) of the definition of witness)

Omit “Panel”, substitute “Takeovers Panel”.

175

Subsection 190(3)

Repeal the subsection, substitute:

1. (3)

   In this section:

Takeovers Panel proceedings includes a part of Takeovers Panel proceedings.

Corporations Act 2001

176

Section 9 (definition of Panel)

Repeal the definition.

177

Section 9

Insert:

Takeovers Panel means the Takeovers Panel continued in existence by section 261 of the ASIC Act.

Division 9Terms relating to financial services and markets

Australian Securities and Investments Commission Act 2001

178

Subsection 5(1)

Insert:

arrangement has the meaning given by subsection 761B(1) of the Corporations Act.

1. 179

   Subsection 5(1) (definition of crowd‑funding service)

Repeal the definition.

180

Subsection 5(1)

Insert:

dealing in a financial product has the meaning given by section 766C of the Corporations Act and deal in a financial product has a corresponding meaning.

1. 181

   Subsection 5(1) (paragraph (b) of the definition of financial product)

Repeal the paragraph, substitute:

1. (b)

   in the other provisions of this Act—has the meaning given by Division 3 of Part 7.1 of the Corporations Act.

1. 182

   Subsection 5(1) (paragraph (b) of the definition of financial service)

Omit “Chapter 7 of”.

1. 183

   Subsection 5(1) (note to the definition of financial service)

Omit “Chapter 7 of that Act”, substitute “of the Corporations Act”.

184

Subsection 5(1)

Insert:

person has the same meaning as in Chapter 7 of the of the Corporations Act.

Note: See sections 761F (which deals with partnerships) and 761FA (which deals with multiple trustees) of the Corporations Act.

1. 185

   Subsection 5(1) (definition of proposed action notice)

Repeal the definition.

186

Subsection 5(1)

Repeal the following definitions:

1. (a)

   definition of relevant provider;

2. (b)

   definition of restricted civil penalty provision.

187

Subsection 5(1)

Insert:

security has the meaning given by subsection 92(5) of the Corporations Act.

1. 188

   Subsection 5(1) (definition of Tax Practitioners Board)

Repeal the definition.

1. 189

   Subsection 12BA(1) (definition of superannuation trustee service)

Omit “Chapter 7 of the Corporations Act 2001”, substitute “the Corporations Act”.

190

Paragraphs 12BAA(8)(h), (i) and (j)

Repeal the paragraphs, substitute:

1. (h)

   so much of an arrangement as is not a derivative because of paragraph 761D(3)(a) of the Corporations Act;

2. (i)

   an arrangement that is not a derivative because of paragraph 761D(3)(b) of the Corporations Act;

3. (j)

   an arrangement that is not a derivative because of subsection 761D(4) of the Corporations Act;

191

Subparagraph 12BAA(8)(k)(i)

Repeal the subparagraph, substitute:

1. (i)

   an interest in something that is not a managed investment scheme because of paragraph (c), (e), (f), (k), (l) or (m) of the definition of managed investment scheme in section 9 of the Corporations Act;

192

Paragraph 12BAB(14)(c)

Repeal the paragraph, substitute:

1. (c)

   the operation of:

   1. (i)

      a regulated superannuation fund; or

   2. (ii)

      an AFCA regulated superannuation scheme; or

   3. (iii)

      an approved deposit fund; or

   4. (iv)

      a pooled superannuation trust;

193

Paragraph 12DU(a)

Omit “(within the meaning of Chapter 7 of the Corporations Act 2001)”.

194

Subparagraph 127(4)(aa)(i)

Omit “(within the meaning of Chapter 7 of the Corporations Act 2001)”.

Corporations Act 2001

195

Section 9

Insert:

able to be traded on a market:

1. (a)

   includes (but is not limited to) admitted to quotation on the market; and

2. (b)

   for the purposes of Division 3 (insider trading prohibitions) of Part 7.10—has a meaning affected by section 1042E.

196

Section 9 (definition of acquire)

Repeal the definition, substitute:

acquire, in relation to a financial product, has the meaning given by section 761E.

197

Section 9

Insert:

adequate, in relation to compensation arrangements or proposed compensation arrangements, has the meaning given by section 885B.

AFCA (short for the Australian Financial Complaints Authority) has the meaning given by section 761A.

AFCA regulated superannuation scheme has the meaning given by section 761A.

AFCA scheme has the meaning given by section 761A.

AFCA staff member has the meaning given by section 761A.

anniversary day for an ongoing fee arrangement has the meaning given by subsection 962G(3).

198

Section 9 (definition of annual turnover)

Repeal the definition, substitute:

annual turnover, of a body corporate during a 12‑month period, means the sum of the values of all the supplies that the body corporate, and any body corporate related to the body corporate, have made, or are likely to make, during the 12‑month period, other than:

1. (a)

   supplies made from any of those bodies corporate to any other of those bodies corporate; or

2. (b)

   supplies that are input taxed; or

3. (c)

   supplies that are not for consideration (and are not taxable supplies under section 72‑5 of the A New Tax System (Goods and Services Tax) Act 1999); or

4. (d)

   supplies that are not made in connection with an enterprise that the body corporate carries on; or

5. (e)

   supplies that are not connected with Australia.

Expressions used in this definition that are also used in the A New Tax System (Goods and Services Tax) Act 1999 have the same meaning as in that Act.

199

Section 9

Insert:

annuity policy has the meaning given by section 761A.

apportionable claim, in Division 2A (proportionate liability for misleading and deceptive conduct) of Part 7.10, has the meaning given by subsection 1041L(1).

appropriate, in relation to a target market determination, has the meaning given by subsection 994B(8A).

approved deposit fund has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

200

Section 9 (definition of arrangement)

Repeal the definition, substitute:

arrangement:

1. (a)

   in Part 5.1 (arrangements and reconstructions)—arrangement includes a reorganisation of the share capital of a body corporate by the consolidation of shares of different classes, by the division of shares into shares of different classes, or by both of those methods; and

2. (b)

   for the purposes of Chapter 7 (financial services and markets)—arrangement has the meaning given by subsection 761B(1).

   Note: In Part 7.1, see also subsection 761B(2).

201

Section 9

Insert:

asset‑based fee has the meaning given by section 964F.

1. 202

   Section 9 (definition of Australian CS facility licence)

Repeal the definition, substitute:

Australian CS facility licence means a licence under section 824B that authorises a person to operate a clearing and settlement facility.

1. 203

   Section 9 (definition of Australian derivative trade repository licence)

Repeal the definition, substitute:

Australian derivative trade repository licence means a licence under section 905C that authorises a body corporate to operate a derivative trade repository.

1. 204

   Section 9 (definition of Australian financial services licence)

Repeal the definition, substitute:

Australian financial services licence means a licence under section 913B that authorises a person who carries on a financial services business to provide financial services.

1. 205

   Section 9 (definition of Australian market licence)

Repeal the definition, substitute:

Australian market licence means a licence under section 795B that authorises a person to operate a financial market.

206

Section 9

Insert:

authorised clearing and settlement facility has the meaning given by section 761A.

authorised representative of a financial services licensee means a person authorised in accordance with section 916A or 916B to provide a financial service or financial services on behalf of the licensee.

207

Section 9 (definition of BAS agent)

Repeal the definition.

208

Section 9

Insert:

basic banking product has the meaning given by section 961F.

basic deposit product means a deposit product that is a facility in relation to which the following conditions are satisfied:

1. (a)

   the terms applicable to the facility (the governing terms) do not permit the amount from time to time standing to the credit of the facility to be reduced otherwise than in consequence of one or more of the following:

   1. (i)

      a withdrawal, transfer or debit on the instruction of, or by authority of, the depositor, not being on account of entry fees, exit fees or charges for the management of the funds (but this does not exclude charges for the maintenance of the facility itself);

   2. (ii)

      a payment of charges or duties on deposits into, or withdrawals from, the facility that are payable under a law of the Commonwealth or of a State or Territory;

   3. (iii)

      a payment that a law of the Commonwealth, or of a State or Territory, requires to be made out of the facility;

   4. (iv)

      a payment that an order of a court requires to be made out of the facility;

   5. (v)

      the exercise of a right to combine accounts;

   6. (vi)

      the correction of an error;

   7. (vii)

      any other circumstances specified in regulations made for the purposes of this subparagraph; and

2. (b)

   any return to be generated for the depositor on the amount from time to time standing to the credit of the facility is an amount that is set out in, or that is calculated by reference to a rate or rates that are set out in, the governing terms; and

3. (c)

   either:

   1. (i)

      there is no minimum period before which funds cannot be withdrawn or transferred from the facility without a reduction in the return generated for the depositor; or

   2. (ii)

      if there is such a period, it expires on or before the end of the period of 5 years starting on the day on which funds were first deposited in the facility; and

4. (d)

   unless subparagraph (c)(ii) applies and the period referred to in that subparagraph expires on or before the end of the period of 2 years starting on the day on which funds were first deposited in the facility—funds are able to be withdrawn or transferred from the facility on the instruction of, or by authority of, the depositor:

   1. (i)

      without any prior notice to the ADI that makes the facility available; or

   2. (ii)

      if the ADI that makes the facility available is included in a class of ADIs specified in regulations made for the purposes of this subparagraph—subject to a prior notice requirement that does not exceed the period specified in those regulations in relation to that class of ADIs;

whether or not the withdrawal or transfer will attract a reduction in the return generated for the depositor as mentioned in subparagraph (c)(i); and

1. (e)

   any other conditions specified in regulations made for the purposes of this paragraph.

benefit ratio has the meaning given by subsection 963B(3A).

benefit ratio requirements has the meaning given by subsection 963BA(1).

binder has the meaning given by section 761A.

body corporate licensee has the meaning given by section 910A.

cancellation time, in relation to a registration prohibition order, has the meaning given by subparagraph 921L(1)(c)(i).

Cash Settlement Fact Sheet means a Cash Settlement Fact Sheet required by section 948C to be given in accordance with Division 3A of Part 7.7.

CGS depository interest has the meaning given by section 761A.

CGS depository interest information website has the meaning given by subsection 1020AH(1).

choice product has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

claimant intermediary has the meaning given by section 761CAA.

1. 209

   Section 9 (definition of claims handling and settling service)

Repeal the definition, substitute:

claims handling and settling service has the meaning given by section 766G.

1. 210

   Section 9 (at the end of the definition of class)

Insert:

; and(d) in relation to financial products or financial services—has a meaning affected by regulations made for the purposes of section 761CA.

211

Section 9

Insert:

class of product advice has the meaning given by section 910A.

clawback requirements has the meaning given by subsection 963BA(3).

clearing and settlement arrangements for transactions effected through a financial market has the meaning given by section 790A.

1. 212

   Section 9 (definition of clearing and settlement facility)

Repeal the definition, substitute:

clearing and settlement facility:

1. (a)

   has the meaning given by section 768A; and

(b) in relation to an Australian CS facility licence—has a meaning affected by section 824E.

213

Section 9

Insert:

clearing requirements, in relation to derivative transactions, has the meaning given by subsection 901A(7).

client money reporting rules has the meaning given by section 981J.

Code of Ethics means the Code of Ethics in force under section 921E.

compensation arrangements has the meaning given by section 880B.

compensation rules has the meaning given by section 880B.

complaint, in Part 7.8A (design and distribution requirements), has the meaning given by subsection 994A(2).

concurrent wrongdoer, in Division 2A (proportionate liability for misleading and deceptive conduct) of Part 7.10, has the meaning given by subsection 1041L(3).

conflicted remuneration has the meaning given by section 963A, as affected by sections 963AA, 963B, 963C and 963D.

consumer credit insurance has the same meaning as in the Insurance Contracts Act 1984.

contract of insurance, in Division 4 (special provisions relating to insurance) of Part 7.8, has a meaning affected by subsection 985A(1).

core obligation has the meaning given by subsection 912D(3).

CPD provision (short for continuing professional development provision) means:

1. (a)

   subsection 921BA(4); or

2. (b)

   subsection 921BB(3).

CPD year (short for continuing professional development year) has the meaning given by section 910A.

crowd‑funding service that a person provides has the meaning given by section 766F.

CS facility licensee means a person who holds an Australian CS facility licence.

current LVR:

1. (a)

   of a standard margin lending facility—has the meaning given by subsection 761EA(3); and

2. (b)

   of a non‑standard margin lending facility—has the meaning given by subsection 761EA(6).

custodial arrangement, in Subdivision A (volume‑based shelf‑space fees) of Division 5 of Part 7.7A, has the meaning given by subsection 964(2).

Note: Subsection 964(2) incorporates a modified version of the definition of custodial arrangement in section 1012IA.

custodian, in relation to a registrable superannuation entity, has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

214

Section 9 (definition of dealing)

Repeal the definition, substitute:

dealing in a financial product:

1. (a)

   except in Part 7.8A—has the meaning given by section 766C; and

2. (b)

   in Part 7.8A (design and distribution requirements)—has the meaning given by subsection 994A(2);

and deal in a financial product has corresponding meanings.

215

Section 9

Insert:

death benefit decision‑maker has the meaning given by section 761A.

216

Section 9 (definition of defective)

Repeal the definition, substitute:

defective:

1. (a)

   in relation to a CSF offer document, has the meaning given by subsection 738U(1); and

(b) in relation to a disclosure document or statement:

1. (i)

   in Subdivision A (financial services disclosure offences) of Division 7 of Part 7.7—has the meaning given by subsection 952B(1); and

2. (ii)

   in Subdivision B (financial services disclosure civil lability) of Division 7 of Part 7.7—has the meaning given by subsection 953A(1); and

3. (iii)

   in Subdivision A (financial product disclosure offences) of Division 7 of Part 7.9—has the meaning given by subsection 1021B(1); and

4. (iv)

   in Subdivision B (financial product disclosure civil lability) of Division 7 of Part 7.9—has the meaning given by subsection 1022A(1).

217

Section 9

Insert:

deposit product means a financial product described in paragraph 764A(1)(i).

218

Section 9 (definition of derivative)

Repeal the definition, substitute:

derivative (except for the purposes of Chapter 8A) has the meaning given by section 761D.

219

Section 9

Insert:

derivative retail client money has the meaning given by section 761A.

derivative trade data has the meaning given by section 761A.

derivative trade repository:

1. (a)

   means a facility to which information about derivative transactions, or about positions relating to derivative transactions, can be reported (whether or not other information or data can also be reported to the facility); and

(b) in relation to an Australian derivative trade repository licence—has a meaning affected by subsection 905E(2).

derivative trade repository licensee means a person who holds an Australian derivative trade repository licence.

1. 220

   Section 9 (definition of derivative trade repository rules)

Repeal the definition, substitute:

derivative trade repository rules means rules made by ASIC under subsection 903A(1).

221

Section 9

Insert:

derivative transaction means:

1. (a)

   the entry into of an arrangement (as defined in subsection 761B(1)) that is a derivative; or

2. (b)

   the modification or termination of such an arrangement; or

3. (c)

   the assignment, by a party to such an arrangement, of some or all of the party’s rights and obligations under the arrangement; or

4. (d)

   any other transaction that relates to a derivative and that is in a class of transactions prescribed by the regulations for the purposes of this paragraph.

1. 222

   Section 9 (definition of derivative transaction rules)

Repeal the definition, substitute:

derivative transaction rules means rules made by ASIC under subsection 901A(1).

223

Section 9

Insert:

disclosure document or statement:

1. (a)

   in Subdivision A (financial services disclosure offences) of Division 7 of Part 7.7—has the meaning given by subsection 952B(1); and

2. (b)

   in Subdivision B (financial services disclosure civil lability) of Division 7 of Part 7.7—has the meaning given by subsection 953A(1); and

3. (c)

   in Subdivision A (financial product disclosure offences) of Division 7 of Part 7.9—has the meaning given by subsection 1021B(1); and

4. (d)

   in Subdivision B (financial product disclosure civil lability) of Division 7 of Part 7.9—has the meaning given by subsection 1022A(1).

1. 224

   Section 9 (paragraph (a) of the definition of dispose)

Repeal the paragraph, substitute:

1. (a)

   when used in relation to financial products, otherwise than in a situation to which paragraph (b) applies, dispose includes terminate or close out the legal relationship that constitutes the financial product;

225Section 9

Insert:

disqualified individual has the meaning given by section 853A.

distribution condition has the meaning given by paragraph 994B(5)(c).

distribution information, in relation to a financial product, has the meaning given by subsection 994F(3).

Division 3 arrangements has the meaning given by section 880B.

Note: This definition refers to Division 3 (approved compensation arrangements) of Part 7.5.

Division 3 financial products has the meaning given by subsection 1042A(1).

Note 1: This definition refers to Division 3 (insider trading prohibitions) of Part 7.10.

Note 2: In Part 7.10 (market misconduct etc.) bank accepted bills and negotiable certificates of deposit are treated as if they were Division 3 financial products: see section 1040B.

Division 3 loss has the meaning given by section 880B.

Note: This definition refers to Division 3 (approved compensation arrangements) of Part 7.5.

Division 4 arrangements has the meaning given by section 880B.

Note: This definition refers to Division 4 (NGF Compensation regime) of Part 7.5.

education and training standards has the meaning given by section 921B.

employer‑sponsor has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

excluded conduct has the meaning given by subsection 994A(1).

execution requirements, in relation to derivative transactions, has the meaning given by subsection 901A(5).

exempt public sector superannuation scheme has the same meaning as in the Superannuation Industry (Supervision) Act 1993.

facility has a meaning affected by section 762C.

fee disclosure statement has the meaning given by subsection 962H(1).

fee recipient has the meaning given by section 962C.

fidelity fund has the meaning given by section 880B.

226

Section 9 (definition of financial benchmark)

Repeal the definition, substitute:

financial benchmark:

1. (a)

   has the meaning given by section 908AB; and

(b) in relation to a benchmark administrator licence—has a meaning affected by section 908BE.

227

Section 9

Insert:

financial investment: see makes a financial investment.

228

Section 9 (definition of financial market)

Repeal the definition, substitute:

financial market (except for the purposes of Chapter 8A) has the meaning given by section 767A.

229

Section 9 (definition of financial product)

Repeal the definition, substitute:

financial product has the meaning given by Division 3 of Part 7.1 and:

1. (a)

   in Part 7.8A (design and distribution requirements)—has a meaning affected by subsection 994AA(1); and

2. (b)

   in Part 7.9A (product intervention orders)—has a meaning affected by section 1023B.

Note: In Part 7.10 (market misconduct etc.) bank accepted bills and negotiable certificates of deposit are treated as if they were financial products: see section 1040B.

230

Section 9

Insert:

financial product advice has the meaning given by section 766B.

financial risk: see manages financial risk.

231

Section 9 (definition of financial service)

Repeal the definition, substitute:

financial service has the meaning given by Division 4 of Part 7.1.

1. 232

   Section 9 (definition of Financial Services and Credit Panel)

Repeal the definition, substitute:

Financial Services and Credit Panel means a panel convened under subsection 139(1) of the ASIC Act.

1. 233

   Section 9 (definition of financial services business)

Repeal the definition.

234

Section 9

Insert:

Financial Services Guide means a Financial Services Guide required by section 941A or 941B to be given in accordance with Division 2 of Part 7.7.

financial services law has the meaning given by section 761A.

1. 235

   Section 9 (definition of financial services licensee)

Repeal the definition, substitute:

financial services licensee means a person who holds an Australian financial services licence.

236

Section 9 (definition of financial year)

Repeal the definition, substitute:

financial year:

1. (a)

   of a company, registered scheme or disclosing entity (other than a notified foreign passport fund)—has the meaning given by section 323D; and

2. (b)

   of a notified foreign passport fund—has the meaning given by section 323DAA; and

3. (c)

   of a financial services licensee that is a body corporate and is not covered by paragraph (a)—means a financial year of the body corporate; and

4. (d)

   for a financial services licensee that is not covered by paragraph (a) or (c)—means a year ending on 30 June.

237

Section 9

Insert:

foreign exchange contract has the meaning given by section 761A.

1. 238

   Section 9 (definition of foreign passport fund product)

Repeal the definition, substitute:

foreign passport fund product means a financial product described in paragraph 764A(1)(bb).

239

Section 9

Insert:

foreign qualification has the meaning given by section 910A.

funeral benefit has the meaning given by section 761A.

further market‑related advice means advice to which subsection 946B(1) applies.

general advice has the meaning given by subsection 766B(4).

general insurance product means a financial product described in paragraph 764A(1)(d).

Note: See also insurance product and risk insurance product.

generally available in relation to information:

1. (a)

   for the purposes of sections 674, 674A, 675 and 675A (continuous disclosure)—has the meaning given by section 676; and

2. (b)

   for the purposes of Division 3 (insider trading prohibitions) of Part 7.10—has the meaning given by section 1042C.

holder:

(a) in relation to a financial product—means the person to whom the financial product was issued, or if it has (since issue) been disposed of to another person who has not themselves disposed of it, that other person; and

1. (b)

   in relation to an RSA—has the same meaning as in the Retirement Savings Accounts Act 1997;

and hold has corresponding meanings.

information, in Division 3 (insider trading prohibitions) of Part 7.10, has a meaning affected by subsection 1042A(2).

information statement for a class of CGS depository interests has the meaning given by subsection 1020AH(1).

inside information has the meaning given by subsection 1042A(1).

insurance claims manager has the meaning given by section 761DA.

insurance product means a financial product described in paragraph 764A(1)(d), (e) or (f).

1. (a)

   on or after the commencement of this item; or

2. (b)

   within 7 days before that commencement, if the person did not tell APRA of that date under subregulation 7(2) of the Insurance Regulations 2002 before that commencement.

115

Section 123

Repeal the section.

Life Insurance Act 1995

116

At the end of section 33

Add:

1. (3)

   The notice must be given on or before:

   1. (a)

      the time prescribed in relation to the notice by regulations made for the purposes of this paragraph; or

   2. (b)

      if no time is prescribed—the end of 14 days after the date the fund was established.

117

Application of amendments

Subsection 33(3) of the Life Insurance Act 1995 applies in relation to notice of the establishment of a statutory fund if the date on which the fund is established occurs on or after the commencement of this item.

118

Subsection 35(6)

Repeal the subsection.

119

Paragraph 191(2)(a)

Omit “any actuarial report”, substitute “each actuarial report (if any)”.

120

At the end of paragraph 191(2)(c)

Add “in accordance with subsection (2E)”.

121

At the end of subsection 191(2)

Add:

1. ; and (d)

   a copy of the scheme has been published in accordance with subsection (2F) for 15 days; and

2. (e)

   any other requirements set out in regulations made for the purposes of this paragraph are satisfied.

122

After subsection 191(2A)(b)

Insert:

1. (ba)

   the notice is published after all of the documents referred to in paragraph (2)(a) have been given to APRA; and

123

Before subsection 191(3)

Insert:

1. (2E)

   An approved summary referred to in paragraph (2)(c) is given in accordance with this subsection if:

   1. (a)

      it is given after all of the documents referred to in paragraph (2)(a) have been given to APRA; and

   2. (b)

      it is given at the same time as, or after, the notice referred to in paragraph (2)(b) is published.

2. (2F)

   A copy referred to in paragraph (2)(d) is published in accordance with this subsection if the applicant publishes the copy in a manner that results in the copy being accessible to the public and reasonably prominent.

124

Application of amendments

(1) Subject to subitem (2), the amendments of section 191 of the Life Insurance Act 1995 made by this Part apply in relation to an application made on or after the commencement of this item.

(2) Paragraph 191(2A)(ba) of the Life Insurance Act 1995, as inserted by this Part, applies in relation to an application made on or after the commencement of that paragraph.

125

Subsection 210(1)

Omit “A policy is not liable to be forfeited”, substitute “A life company must not forfeit a policy”.

126

Subsection 210(5)

Omit “may only forfeit a policy because of the non‑payment of a premium if”, substitute “must not forfeit a policy because of the non‑payment of a premium unless”.

127

At the end of section 210

Add:

Increases in sum insured etc. at request of policy owner

1. (6)

   Subsections (7) to (9) apply if an ordinary policy is varied at the request of the policy owner by increasing:

   1. (a)

      both the amount of the sum insured and the amount of each premium; or

   2. (b)

      if additional amounts of premium are paid—the amount of the sum insured.

2. (7)

   Subject to subsections (8) and (9), subsections (1) to (4) apply as follows:

   1. (a)

      the ordinary policy is taken not to have been varied as mentioned in subsection (6);

   2. (b)

      a separate policy (the additional policy) is taken to have been effected on the date of the variation, in accordance with the following:

      1. (i)

         the sum insured under the additional policy is the amount of the increase in the sum insured;

      2. (ii)

         the period for which premiums have been paid under the additional policy starts on the date of the variation;

   3. (c)

      any additional amounts of premium paid as mentioned in paragraph (6)(b) are taken to have been paid under the additional policy;

   4. (d)

      to the extent that a premium that is paid or payable under the ordinary policy (as varied) on or after the date of the variation exceeds what would have been the amount payable apart from the variation, the premium is taken to have been paid or payable under the additional policy.

3. (8)

   If, in relation to a premium under the ordinary policy (as varied), subsection (1) (as affected by subsection (7)):

   1. (a)

      provides that the life company must not forfeit the ordinary policy only because of the non‑payment of some or all of the premium; but

   2. (b)

      does not provide that the life company must not forfeit the additional policy only because of the non‑payment of the premium (or a part of the premium that, because of paragraph (7)(d), is taken to be payable under the additional policy);

then:

1. (c)

   subsection (1) does not prevent the life company from forfeiting the ordinary policy (as varied) to the extent of the variation, because of non‑payment of the premium; and

2. (d)

   subsection (5) applies in relation to such a forfeiture as if the reference in that subsection to forfeiting the policy were a reference to forfeiting the policy to the extent of the variation.

Note: The effect of subsection (7) and paragraph (8)(c) is that subsection (1) might protect the original benefits under the policy from forfeiture even if the increase, represented by the additional policy, is liable to forfeiture.

1. (9)

   Despite subsection (4):

   1. (a)

      an overdue premium, that, under subsection (7), is taken to be a premium under the additional policy; and

   2. (b)

      any unpaid interest charged on the overdue premium;

are taken, for the purposes of a provision of this Act other than this section, to be a debt owing under the ordinary policy (as varied).

128

After section 216

Insert:

216AAPublication etc. of information in unclaimed money register

1. (1)

   ASIC may authorise information in a register kept by ASIC under subsection 216(13) to be:

   1. (a)

      made available to the public (whether or not on the payment of a fee) in such manner as ASIC determines; or

   2. (b)

      made available to a particular person (whether or not on the payment of a fee) in such manner as ASIC determines.

The authorisation may extend to so much of the information in the register as ASIC considers appropriate.

Tax file numbers etc. must not be published or made available

1. (2)

   Subsection (1) does not apply to:

   1. (a)

      tax file numbers; or

   2. (b)

      information prescribed by the regulations for the purposes of this paragraph.

129

At the end of subsection 216A(3)

Add “or 216AA”.

130

Subsection 246(1)

Omit “Subject to subsection (3), the”, substitute “The”.

131

Subsection 246(1)

Omit “or under subsection (2) of this section”.

132

Subsections 246(2) and (3)

Repeal the subsections.

133

Application of amendments

The amendments of section 246 of the Life Insurance Act 1995 made by this Part do not apply in relation to a nomination made under subsection 246(2) of that Act before the commencement of this item.

134

At the end of Part 12

Add:

265Transitional provision—industrial policies

1. (1)

   This section applies to an ordinary policy that:

   1. (a)

      was in existence immediately before the commencement of this Act; and

   2. (b)

      was an industrial policy within the meaning of subsection 4(1) of the Life Insurance Act 1945, as in force immediately before that commencement.

2. (2)

   Section 210 of this Act does not apply to the policy.

3. (3)

   Despite the repeal of section 101 of the Life Insurance Act 1945 by the Life Insurance (Consequential Amendments and Repeals) Act 1995, that section, as in force immediately before that repeal, continues to apply to the policy.

1. 135

   Schedule (after paragraph (a) of the definition of superannuation policy)

Insert:

1. (aa)

   a life policy that is owned by the trustee of:

   1. (i)

      an approved deposit fund (within the meaning of the Superannuation Industry (Supervision) Act 1993); or

   2. (ii)

      a pooled superannuation trust (within the meaning of that Act); or

2. (ab)

   an RSA (within the meaning of the Retirement Savings Accounts Act 1997); or

Terrorism and Cyclone Insurance Act 2003

1. 136

   Section 3 (definition of unauthorised foreign insurer)

Repeal the definition, substitute:

unauthorised foreign insurer has the meaning prescribed by the regulations.

Part 7Amendments consequential on Schedule 2

Life Insurance Act 1995

1. 137

   Schedule 1 (subparagraph (a)(ii) of the definition of derivative)

Omit “Chapter”, substitute “Act”.

Schedule 5Rationalisation of ending ASIC instrumentsPart 1Acquisitions of relevant interests in voting shares

Corporations Act 2001

1. 1

   Section 9 (definition of convertible securities)

Repeal the definition, substitute:

convertible securities: securities are convertible into another class of securities if the holder may, by the exercise of rights attached to those securities:

1. (a)

   have the other class of securities issued to them; or

2. (b)

   have the securities transform into securities of that other class.

An option may be a convertible security even if it is non‑renounceable.

2

Section 9 (definition of relevant interest)

Omit “sections 608 and 609”, substitute “sections 608 to 609B”.

1. 3

   Section 9 (subparagraph (a)(ii) of the definition of substantial holding)

Repeal the subparagraph, substitute:

1. (ii)

   would have a relevant interest but for subsection 609(6) (market traded options and derivatives), 609(7) (conditional agreements) or 609(9B) (securities escrowed under listing rules) or section 609B (securities subject to escrow agreement in connection with initial public offer etc.);

4

Paragraphs 12(2)(b) and (c)

Before “the second person”, insert “subject to subsection (2A),”.

5

After subsection 12(2)

Insert:

1. (2A)

   For the purposes of paragraphs (2)(b) and (c), the second person is not an associate of the primary person in relation to a designated body merely because:

   1. (a)

      they have entered or propose to enter into a relevant agreement; and

   2. (b)

      one of them has or will have a right under the relevant agreement (whether the right is enforceable presently or in the future and whether or not on the fulfilment of a condition) to dispose of securities in the designated body or control the exercise of a power to dispose of the securities.

6

Subsection 606(1) (note 2)

Omit “Sections 608 and 609”, substitute “Sections 608 to 609B”.

7

Subsection 609(1)

Repeal the subsection, substitute:

Money lending and financial accommodation

1. (1)

   A person does not have a relevant interest in securities merely because of a security interest taken or acquired by the person if:

   1. (a)

      the security interest is taken or acquired:

      1. (i)

         in the ordinary course of the person’s business of the provision of financial accommodation by any means and on ordinary commercial terms; or

      2. (ii)

         for the benefit of one or more other persons in relation to financial accommodation provided by them in the ordinary course of their business of the provision of financial accommodation by any means and on ordinary commercial terms; and

   2. (b)

      the person whose property is subject to the security interest is not an associate of any other person mentioned in this subsection.

In this subsection, a reference to a security interest includes a reference to a negative pledge.

Note: Sections 11 to 17 define associate.

8

After subsection 609(3)

Insert:

Disposal of securities by financial services licensees

1. (3A)

   A financial services licensee does not have a relevant interest in securities merely because, in the ordinary course of the licensee’s financial services business, a person specifically instructs the licensee to:

   1. (a)

      dispose of the securities on behalf of the person; or

   2. (b)

      enter into a position on behalf of the person under which the licensee has an obligation to make delivery of the securities by dealing in:

      1. (i)

         a warrant within the meaning of the regulations; or

      2. (ii)

         a financial product that, but for the product not being transferable, would be a warrant within the meaning of the regulations.

9

After subsection 609(9A)

Insert:

Securities escrowed under listing rules

1. (9B)

   A listed company does not have a relevant interest in securities merely because:

   1. (a)

      those securities are restricted securities within the meaning of the listing rules of a prescribed financial market; and

   2. (b)

      the company applies restrictions, in accordance with those rules, on the disposal of the securities by their holder.

2. (9C)

   The operator of a prescribed financial market does not have a relevant interest in securities merely because:

   1. (a)

      those securities are restricted securities within the meaning of the listing rules of that market; and

   2. (b)

      the operator has the power under those rules to control the exercise of a power to dispose of the securities.

10

After section 609

Insert:

609AAnother situation not giving rise to relevant interests—acceptance facility

Securities the subject of an acceptance facility

1. (1)

   A bidder for a takeover bid does not have a relevant interest in bid class securities merely because those securities are the subject of an acceptance, in relation to a facility, that is given to the operator of the facility if:

   1. (a)

      the offer under the takeover bid for those securities has not been accepted; and

   2. (b)

      the facility is covered by subsection (2); and

   3. (c)

      in the case where bid class securities are quoted on a prescribed financial market—for every movement of at least 1% in the aggregate level of the bidder’s voting power and the votes attached to bid class securities the subject of acceptances in relation to the facility, the bidder provides to the relevant market operator, by 9.30 am on the next trading day after the movement, a notice (whether accompanying a notice required to be given under section 671B or otherwise) that meets the requirements of subsection (4) of this section; and

   4. (d)

      in the case where bid class securities are not quoted on a prescribed financial market—the bidder lodges with ASIC a notice that meets the requirements of subsection (4) of this section within 2 business days after the aggregate level of the bidder’s voting power and the votes attached to bid class securities the subject of acceptances in relation to the facility rise or fall above or below a percentage listed in subsection 654C(1).

Facility requirements

1. (2)

   The facility is covered by this subsection if:

   1. (a)

      it is the only facility established by the bidder in relation to bid class securities; and

   2. (b)

      the operator of the facility is not the bidder or an associate of the bidder; and

   3. (c)

      the operator holds an Australian financial services licence that covers the provision of financial services of the kind necessary to operate the facility; and

   4. (d)

      a participant in the facility may give the operator acceptances in relation to the facility; and

   5. (e)

      the terms of the facility permit the operator to maintain custody of an acceptance in relation the facility given to the operator by a participant in the facility until:

      1. (i)

         the participant withdraws the acceptance; or

      2. (ii)

         any condition of a kind specified in subsection (3) that is specified in the facility is satisfied; and

   6. (f)

      the terms of the facility provide that the facility:

      1. (i)

         if the bid is unconditional—must be made available to all holders of bid class securities or persons on whose behalf bid class securities are held; or

      2. (ii)

         otherwise—must be made available to all or specified holders of bid class securities or persons on whose behalf bid class securities are held; and

   7. (g)

      in the case where bid class securities are quoted on a prescribed financial market—the terms of the facility provide that the operator of the facility must provide information about acceptances in relation to the facility to the bidder sufficiently regularly to enable the bidder to determine and disclose to the market operator every movement of at least 1% in the aggregate level of the bidder’s voting power and the votes attached to securities the subject of acceptances in relation to the facility by 9.30 am on the next trading day after the movement; and

   8. (h)

      in the case where bid class securities are not quoted on a prescribed financial market—the terms of the facility provide that the operator of the facility must provide information about acceptances in relation to the facility to the bidder sufficiently regularly to enable to the bidder to determine and disclose to the target any movement in the aggregate level of the bidder’s voting power and the votes attached to securities the subject of acceptances in relation to the facility above or below a percentage listed in subsection 654C(1) within 2 business days after the movement; and

   9. (i)

      the terms of the facility provide that all participants in the facility participate in the facility on the same terms.

Triggering conditions

1. (3)

   The following conditions are specified for the purposes of subparagraph (2)(e)(ii):

   1. (a)

      a condition that, no later than the time that all acceptances in relation to the facility are processed, the bidder has:

      1. (i)

         declared the bid free of all conditions; or

      2. (ii)

         stated that the bidder will declare the bid free of all conditions;

   2. (b)

      a condition that the securities in which the bidder and its associates have a relevant interest together with the securities that are the subject of the facility have exceeded a specified percentage of securities in the bid class;

   3. (c)

      a condition that the bidder has notified the operator of the facility in writing that a condition in paragraph (a) or (b) has been satisfied.

Notice requirements

1. (4)

   For the purposes of paragraphs (1)(c) and (d), a notice meets the requirements of this subsection if the notice:

   1. (a)

      sets out the aggregate number and percentage of bid class securities:

      1. (i)

         in which the bidder and its associates have a relevant interest; and

      2. (ii)

         which are subject of acceptances in relation to the facility; and

   2. (b)

      discloses the breakdown between the 2 categories in subparagraphs (a)(i) and (ii) of this subsection; and

   3. (c)

      includes a statement setting out the preconditions for the operator of the facility releasing the acceptances and warning that the acceptances may be withdrawn by participants in the facility at any time until the preconditions are met.

Definitions

1. (5)

   In this section:

acceptance, in relation to a facility, means an instrument that comprises:

1. (a)

   a participant in the facility’s completed acceptance of a bidder’s offer for bid class securities; or

2. (b)

   a participant in the facility’s instructions to another person who holds bid class securities on behalf of the participant to accept a bidder’s offer for bid class securities.

participant, in a facility, means:

1. (a)

   a holder of bid class securities who is specified in the facility; or

2. (b)

   a person who is specified in the facility and on whose behalf bid class securities are held.

609BAnother situation not giving rise to relevant interests—securities subject to escrow agreement in connection with initial public offer etc.

Bodies corporate

1. (1)

   A body corporate does not have a relevant interest in securities that are its own securities (the escrow securities) merely because, under an agreement entered into by the body corporate with the holder of the escrow securities (the escrow agreement), the body corporate applies restrictions on the disposal of the escrow securities by the holder.

2. (2)

   However, subsection (1) applies only if:

   1. (a)

      all of the following apply:

      1. (i)

         the body corporate enters into the escrow agreement in connection with an offer of securities in the body corporate that are in a class of securities that are to be quoted on a prescribed financial market (the initial public offer);

      2. (ii)

         the escrow securities are in the same class of securities as those that are offered under the initial public offer;

      3. (iii)

         the escrow agreement is covered by subsection (5); or

   2. (b)

      both of the following apply:

      1. (i)

         the escrow securities are issued as consideration for the acquisition of a business under a separate agreement between the body corporate and the vendor of the business;

      2. (ii)

         the escrow agreement is covered by subsection (5).

Underwriters, lead managers and joint lead managers

1. (3)

   A person does not have a relevant interest in the escrow securities merely because, under an agreement entered into by the person with the holder of the escrow securities in the ordinary course of the person’s business as an underwriter, lead manager or joint lead manager, the person applies restrictions on the disposal of the escrow securities by the holder.

2. (4)

   However, subsection (3) applies only if:

   1. (a)

      the person enters into the agreement mentioned in that subsection in connection with the initial public offer; and

   2. (b)

      the escrow securities are in the same class of securities as those that are covered by the initial public offer; and

1. 1. (c)

      the agreement mentioned in that subsection is covered by subsection (5).

Agreement requirements

1. (5)

   An agreement relating to the escrow securities is covered by this subsection if:

   1. (a)

      the agreement does not restrict the exercise of voting rights attaching to the escrow securities; and

   2. (b)

      in the case of a takeover bid (including a proportional takeover bid):

      1. (i)

         the agreement allows each holder of the escrow securities to accept into the takeover bid where the holders of at least half of the bid class securities that are not subject to escrow have accepted into the bid; and

      2. (ii)

         the agreement requires that the escrow securities be returned to escrow if the bid does not become unconditional; and

   3. (c)

      the agreement allows the escrow securities to be transferred or cancelled as part of a merger by way of a compromise or arrangement under Part 5.1; and

   4. (d)

      the agreement terminates no later than:

      1. (i)

         if the person who entered into the agreement is the body corporate mentioned in subsection (1)—2 years after the agreement is entered into; or

      2. (ii)

         otherwise—1 year after the agreement is entered into; and

   5. (e)

      if the agreement permits the holder to create a security interest in some or all of the escrow securities in favour of a person who does not have a relevant interest in the escrow securities because of subsection 609(1)—the agreement requires that the holder must not create a security interest in favour of the person unless the person has agreed in writing to take or acquire the security interest in the escrow securities subject to the terms of the agreement; and

   6. (f)

      if the agreement permits the holder to transfer the holder’s interests in the escrow securities to another person—requires that the holder must not do so if:

      1. (i)

         the transfer would result in a change in the beneficial ownership of the escrow securities; or

      2. (ii)

         the transfer would result in an extension in the period of the agreement; or

      3. (iii)

         the transferee does not agree to be subject to the same restrictions on disposal of the escrow securities under the agreement.

11

After subsection 610(3)

Insert:

1. (3A)

   However, subsection (3) does not apply in relation to a subsidiary acquiring an interest in securities from its holding company with the result that the subsidiary acquires a relevant interest in particular voting shares unless:

   1. (a)

      the acquisition results in an increase of another person’s voting power in a designated body; and

   2. (b)

      that other person is not a subsidiary of the ultimate holding company.

1. 12

   Section 611 (table items 2 and 3, paragraph (d))

Repeal the paragraph, substitute:

(d) the bid is unconditional or subject only to one or both of the following:

(i) a condition that relates to the occurrence or non‑occurrence of an event referred to in subsection 652C(1) or (2);

(ii) a condition that is required under subsection 625(3).

13

Section 611 (table item 6)

Repeal the item, substitute:

Nature of acquirer

6

An acquisition that results from the exercise by a person of a power, or the appointment of a receiver, or receiver and manager, under an instrument or agreement creating or giving rise to a security interest if: (a) both of the following apply: (i) the person’s ordinary business includes the provision of financial accommodation by any means; (ii) the person took or acquired the security interest in the ordinary course of their business of the provision of financial accommodation by any means and on ordinary commercial terms; or (b) all of the following apply: (i) the person took or acquired the security interest for the benefit of another person; (ii) the person’s ordinary business, or the other person’s ordinary business, includes the provision of financial accommodation by any means; (iii) the person took or acquired the security interest in relation to financial accommodation provided by the other person in the ordinary course of their business of the provision of financial accommodation by any means and on ordinary commercial terms. In this item, a reference to a security interest includes a reference to a negative pledge.

14

Section 611 (table item 14)

Repeal the item, substitute:

Acquisition through listed company
14	An acquisition that results from another acquisition of relevant interests in voting shares in a body corporate included as a primary listing in the official list of: (a) a prescribed financial market; or (b) a foreign body conducting a financial market that is a body approved in writing by ASIC for the purposes of this item.

15

Section 615 (after the heading)

Insert:

Terms of offers relating to all foreign holders of securities

16

Section 615

Before “The”, insert “(1)”.

17

At the end of section 615

Add:

Terms of offers relating to specified foreign holders of securities

1. (2)

   The exception in item 10 of the table in section 611 applies even though the conditions set out in the item are not satisfied in respect of foreign holders of the company’s securities that are specified in the offers if, under the terms of the offers:

   1. (a)

      the company must appoint a nominee for the specified foreign holders of the company’s securities who is approved by ASIC; and

   2. (b)

      the company must issue to the nominee:

      1. (i)

         the securities that would otherwise be issued to the specified foreign holders who accept the offer; or

      2. (ii)

         the right to acquire those securities; and

   3. (c)

      the nominee must sell the securities, or those rights, and distribute to each of the specified foreign holders their proportion of the proceeds of the sale net of expenses.

18

Subsection 671B(7)

Repeal the subsection, substitute:

Relevant interests not excluded

1. (7)

   For the purposes of this section, a person has a relevant interest in securities if the person would have a relevant interest in the securities but for the enactment of the following:

   1. (a)

      subsection 609(6) (market traded options and derivatives);

   2. (b)

      subsection 609(7) (conditional agreements);

   3. (c)

      subsection 609(9B) (securities escrowed under listing rules);

   4. (d)

      section 609B (securities subject to escrow agreement in connection with initial public offer etc.).

Part 2Exemptions from requirement to give Financial Services GuideDivision 1Main amendments

Corporations Act 2001

19

After subsection 941C(2)

Insert:

Dealing in financial products in ordinary course of operation of superannuation entity

1. (2A)

   The providing entity does not have to give the client a Financial Services Guide if:

   1. (a)

      the providing entity is the trustee of a superannuation entity; and

   2. (b)

      the client is a member (within the meaning of the Superannuation Industry (Supervision) Act 1993) of the superannuation entity; and

   3. (c)

      the financial service is a dealing by the trustee in financial products in the ordinary course of operation of the superannuation entity.

Dealing in financial products in ordinary course of operation of registered scheme

1. (2B)

   The providing entity does not have to give the client a Financial Services Guide if:

   1. (a)

      the providing entity is the responsible entity of a registered scheme; and

   2. (b)

      the client is a member the scheme; and

   3. (c)

      the financial service is a dealing by the responsible entity in financial products in the ordinary course of operation of the scheme.

Dealing in financial products in ordinary course of operating the business and conducting the affairs of a CCIV

1. (2C)

   The providing entity does not have to give the client a Financial Services Guide if:

   1. (a)

      the providing entity is the corporate director of a CCIV; and

   2. (b)

      the client is a member of the CCIV; and

   3. (c)

      the financial service is a dealing by the corporate director in financial products in the ordinary course of operating the business and conducting the affairs of the CCIV.

20

In the appropriate position in Chapter 10

Insert:

Part 10.70—Application provisions relating to Schedule 5 to the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023

1700Exemptions from requirement to give Financial Services Guide

Subsections 941C(2A), (2B) and (2C), as inserted by Part 2 of Schedule 5 to the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023, apply in relation to a financial service provided on or after the commencement of that Part.

Division 2Consequential amendments

Corporations Act 2001

21

Subsection 952C(1) (note)

Repeal the note.

22

Subsection 952C(3) (note)

Repeal the note.

23

Subsection 952D(1) (note)

Repeal the note.

24

Subsection 952D(2) (note)

Repeal the note.

25

Subsection 952E(1) (note)

Repeal the note.

26

Subsection 952E(2) (note)

Repeal the note.

27

Subsection 952I(1) (note)

Repeal the note.

28

Subsection 952I(3) (note)

Repeal the note.

29

Subsection 952J(1) (note)

Repeal the note.

30

Section 952K (note)

Repeal the note.

Division 3Repeals

ASIC Corporations (Superannuation and Schemes: Underlying Investments) Instrument 2016/378

31

The whole of the instrument

Repeal the instrument.

Part 3Precontractual statements and information statements

National Consumer Credit Protection Act 2009

1. 32

   At the end of section 16 of the National Credit Code

Add:

Alternative ways of giving statements to debtors

1. (8)

   The regulations may specify ways in which a credit provider may give a document to a debtor for the purposes of this section (without limiting the ways in which the credit provider may give the document to the debtor).

Mandatory requirements relating to giving statements to debtors

1. (9)

   The regulations may specify:

   1. (a)

      the way in which a credit provider must give a document to a debtor for the purposes of this section; or

   2. (b)

      a way in which a credit provider must not give a document to a debtor for the purposes of this section; or

   3. (c)

      other requirements relating to a credit provider giving a document to a debtor for the purposes of this section.

2. (10)

   The giving of a document by a credit provider to a debtor for the purposes of this section is to be disregarded if:

   1. (a)

      the giving of the document is not in the way (if any) specified for the purposes of paragraph (9)(a); or

   2. (b)

      the giving of the document is in a way (if any) specified for the purposes of paragraph (9)(b); or

   3. (c)

      any requirements specified for the purposes of paragraph (9)(c) in relation to the giving of the document are not satisfied.

3. (11)

   To avoid doubt, subsections (9) and (10) have effect despite section 187 (electronic transactions and documents).

Schedule 6Minor and technical amendmentsPart 1Amendments commencing day after Royal AssentDivision 1Definition of year of income in the Superannuation Industry (Supervision) Act 1993

Superannuation Industry (Supervision) Act 1993

1

Subsection 10(1) (definition of year of income)

Repeal the definition, substitute:

year of income has the same meaning as in the Income Tax Assessment Act 1936.

Division 2Measures relating to the Companies Auditors Disciplinary Board

Australian Securities and Investments Commission Act 2001

1. 2

   Subsection 5(1) (definition of Deputy Chairperson)

Repeal the definition, substitute:

Deputy Chairperson means:

1. (a)

   in relation to the Disciplinary Board—the Deputy Chairperson of the Disciplinary Board; and

2. (b)

   in any other case—a Deputy Chairperson of ASIC.

3

Subsection 5(1)

Insert:

Panel Chairperson has the meaning given by subsection 210A(3A) (about constituting a Panel of the Disciplinary Board).

4

Subsections 210A(3) to (5)

Repeal the subsections, substitute:

1. (3)

   Without limiting subsection (2), the Chairperson may constitute the Panel in a particular manner to hear matters of a specified kind, or matters that satisfy specified criteria.

2. (3A)

   The Chairperson must, under subsection (2), constitute the Panel so that one of the following members is the Panel Chairperson of the Panel:

   1. (a)

      the Chairperson;

   2. (b)

      the Deputy Chairperson;

   3. (c)

      another member who:

      1. (i)

         is enrolled as a barrister, as a solicitor, as a barrister and solicitor or as a legal practitioner of the High Court, of any federal court or of the Supreme Court of a State or Territory; and

      2. (ii)

         has been so enrolled for a period of at least 5 years.

3. (4)

   The Chairperson must, under subsection (2), constitute the Panel:

   1. (a)

      if the Chairperson is satisfied that it is practicable and appropriate to do so—as a 5 person Panel consisting of:

      1. (i)

         the Panel Chairperson; and

      2. (ii)

         2 accounting members; and

      3. (iii)

         2 business members; or

   2. (b)

      otherwise—as a 3 person Panel consisting of:

      1. (i)

         the Panel Chairperson; and

      2. (ii)

         1 accounting member; and

      3. (iii)

         1 business member.

5

Subsection 216(7)

Repeal the subsection, substitute:

1. (7)

   A person contravenes this subsection if:

   1. (a)

      the person is present at a hearing of a Panel of the Disciplinary Board; and

   2. (b)

      the person is present while the hearing is taking place in private; and

   3. (c)

      a direction of the Panel under this section does not specify that the person may be present while the hearing is taking place in private; and

   4. (d)

      the person is not:

      1. (i)

         the Panel Chairperson; or

      2. (ii)

         a member of the Panel; or

      3. (iii)

         any other member of the Disciplinary Board approved by the Panel to be present while the hearing is taking place in private; or

      4. (iv)

         a member of the staff of the Disciplinary Board approved by the Panel to be present while the hearing is taking place in private; or

      5. (v)

         a person referred to in subsection (6).

   Note: This subsection can apply while only a part of the hearing is taking place in private (see paragraph (5)(a)).

   Penalty: 30 penalty units.

6

In the appropriate position

Insert:

Part 41—Application provision relating to Schedule 6 to the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023

345Application—hearings held by a Panel of the Disciplinary Board

Subsection 216(7), as amended by Division 2 of Part 1 of Schedule 6 to the Treasury Laws Amendment (2023 Law Improvement Package No. 1) Act 2023, applies in relation to a hearing of a Panel of the Disciplinary Board that is constituted on or after the commencement of that Division.

Division 3Claims handling and settling services

Australian Securities and Investments Commission Act 2001

7

After paragraph 12BAB(1)(ea)

Insert:

1. (eb)

   provide a claims handling and settling service; or

8At the end of Part 41

Add:

346Application—claims handling and settling services

Paragraph 12BAB(1)(eb) applies in relation to providing a claims handling and settling service on or after the commencement of this section.

Division 4GST‑free cars

9

GST‑free cars

The amendments made by Division 2 of Part 2 of Schedule 3 to the Treasury Laws Amendment (2021 Measures No. 5) Act 2021 (the amending law) do not apply, and are taken never to have applied, in relation to:

1. (a)

   a disability certificate that:

   1. (i)

      was issued before the commencement of the amending law; and

   2. (ii)

      met the requirements of paragraph 38‑510(1)(a) of the A New Tax System (Goods and Services Tax) Act 1999, as in force immediately before the commencement of the amending law; or

2. (b)

   a certificate of medical eligibility that:

   1. (i)

      was issued before the commencement of the amending law; and

   2. (ii)

      met the requirements of paragraph 38‑510(1)(a) of the A New Tax System (Goods and Services Tax) Act 1999, as it operated immediately before the commencement of the amending law because of the modification determined by the Taxation Administration (Remedial Power – Certificate for GST‑free supplies of Cars for Disabled People) Determination 2020.

Division 5Regulation of financial benchmarks

Corporations Act 2001

10

Section 760B (after table item 5A)

Insert:

5B 7.5B regulation of financial benchmarks

Division 6Authorisations

Competition and Consumer Act 2010

11

The whole of the Act

Omit every occurrence of “authorization”, substitute “authorisation”.

12

The whole of the Act

Omit every occurrence of “authorizations”, substitute “authorisations”.

13

The whole of the Act

Omit every occurrence of “authorize”, substitute “authorise”.

14

The whole of the Act

Omit every occurrence of “authorized”, substitute “authorised”.

Division 7Other amendments

Australian Prudential Regulation Authority Act 1998

15

Paragraph 58(4)(a)

Omit “52A, 52B,”.

16

Paragraph 58(4)(b)

Omit “62ZOK, 38A, 38B”, substitute “38A, 38B, 62ZOK”.

17

Paragraph 58(4)(c)

Omit “179AK, 156A, 156B”, substitute “156A, 156B, 179AK”.

Australian Securities and Investments Commission Act 2001

1. 18

   Paragraph 244(2)(d) (the paragraph (d) inserted by item 13 of Schedule 1 to the Financial Sector Reform (Hayne Royal Commission Response—Better Advice) Act 2021)

Reletter as paragraph (g).

19

Subsection 285(4)

Omit “Legislative Instruments Act 2003”, substitute “Legislation Act 2003”.

Competition and Consumer Act 2010

1. 20

   Section 60A (paragraph (e) of the definition of electricity retailer)

Omit “Electricity Reform Act”, substitute “Electricity Reform Act 2000”.

21

Paragraph 151BU(4B)(a)

Omit “publically”, substitute “publicly”.

22

Subsections 151DB(2A), (2B) and (2C)

Repeal the subsections.

Corporations Act 2001

1. 23

   Division 1A of Part 5.4B (the Division 1A inserted by item 171 of Schedule 1 to the Personal Property Securities (Corporations and Other Amendments) Act 2010)

Renumber as Division 1AA.

24

Subparagraph 911A(2)(en)(v)

After “that could reasonably”, insert “be”.

25

Subparagraph 1292(1)(a)(ia) (second occurring)

Omit “(ia) failed”, substitute “(iaa) failed”.

26

Paragraphs 1301(1)(a) and (b)

Omit “the” (wherever occurring), substitute “the”.

27

Subsection 1409(4)

Omit “Legislative Instruments Act 2003”, substitute “Legislation Act 2003”.

28

Section 1 of Part 10.33

Renumber as section 1645.

29

Section 2 of Part 10.33

Renumber as section 1646.

30

At the end of paragraphs 1678B(6)(a) and (b)

Add “and”.

1. 31

   Subclause 37(4) of Schedule 4 (paragraph (h) of the definition of unclaimed money law)

Repeal the paragraph, substitute:

1. (h)

   the Companies (Unclaimed Assets and Moneys) Act 1963 (NT).

Income Tax Assessment Act 1997

32

Section 976‑1 (formula)

Repeal the formula, substitute:

Insurance Act 1973

33

Before paragraph 127D(a)

Insert:

1. (aa)

   section 62ZM;

34

Paragraphs 127D(b), (c) and (f)

Repeal the paragraphs.

Life Insurance Act 1995

35

Paragraphs 246C(a), (e) and (f)

Repeal the paragraphs.

36

After paragraph 246C(g)

Insert:

1. (ga)

   section 179AK;

Superannuation Industry (Supervision) Act 1993

37

Paragraph 131FD(a)

Repeal the paragraph.

38

Application of amendments

Despite the repeal of paragraph 131FD(a) of the Superannuation Industry (Supervision) Act 1993 by this Division, that paragraph continues to apply, at and after the commencement of this item, in relation to disclosures of information made before the commencement of item 32 of Schedule 1 to the Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019.

Taxation Administration Act 1953

39

Subsection 12‑390(4) in Schedule 1 (note 1)

Omit “managed investment trust”, substitute “withholding MIT”.

40

Subsection 12‑390(4) in Schedule 1 (note 1)

Omit “managed investment trusts” (wherever occurring), substitute “withholding MITs”.

Part 2Amendments commencing first day of next quarter: payment relating to taxable supply of real property

A New Tax System (Goods and Services Tax) Act 1999

41

Section 33‑1 (note 4)

Omit “supplier”, substitute “entity liable for the GST on the supply”.

42

Subsection 40‑65(2) (note)

Omit “supplier”, substitute “entity liable for the GST on the supply”.

Taxation Administration Act 1953

43

Paragraph 18‑60(1)(a) in Schedule 1

Omit “made”, substitute “is liable for *GST on”.

44

Application of amendments

The amendments made by this Part apply in relation to supplies to which subsection 14‑250(2) in Schedule 1 to the Taxation Administration Act 1953 applies, whether those supplies were made before, on or after the commencement of this item.

Note: Generally, subsection 14‑250(2) in Schedule 1 to the Taxation Administration Act 1953 applies in relation to supplies for which any of the consideration (other than consideration provided as a deposit) was first provided on or after 1 July 2018 (see Part 3 of Schedule 5 to the Treasury Laws Amendment (2018 Measures No. 1) Act 2018).

[Minister’s second reading speech made in—

House of Representatives on 14 June 2023

Senate on 2 August 2023]

(76/23)