CORPORATIONS (ABORIGINAL AND TORRES STRAIT ISLANDER) ACT 2006

Commonwealth Consolidated Acts

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CORPORATIONS (ABORIGINAL AND TORRES STRAIT ISLANDER) ACT 2006

TABLE OF PROVISIONS

Long Title
Preamble

CHAPTER 1--Introduction

PART 1-1--PRELIMINARY

Division 1--Preliminary

1.1. Short title
1.5. Commencement
1.10. Act binds Crown
1.15. Geographical application of Act
1.20. Act applies regardless of residence, place of formation etc.
1.25. Objects of this Act
1.30. Office of the Registrar of Aboriginal and Torres Strait Islander Corporations
1.35. Interpretative provisions

PART 1-2--OVERVIEW OF ACT

Division 6--Overview of Act

6.1. Overview of Act
6.5. Aboriginal and Torres Strait Islander corporations
6.10. Basic features of an Aboriginal and Torres Strait Islander corporation
6.15. Members and observers
6.20. Meetings
6.25. Officers
6.30. Record keeping, reporting requirements and books
6.35. Civil consequences of contravening civil penalty provisions
6.40. Lodgments and registers
6.45. Regulation and enforcement
6.50. External administration
6.55. Transfer of registration, deregistration and unclaimed property
6.60. Offences
6.65. Courts and proceedings
6.70. Administration
6.75. Registrar and Deputy Registrars of Aboriginal and Torres Strait Islander Corporations
6.80. Interpreting this Act

CHAPTER 2--Aboriginal and Torres Strait Islander corporations

PART 2-1--INTRODUCTION

Division 16--Introduction

16.1. What this Chapter is about
16.5. Meaning of Aboriginal and Torres Strait Islander corporation

PART 2-2--APPLICATIONS FOR REGISTRATION OF AN ABORIGINAL AND TORRES STRAIT ISLANDER CORPORATION

Division 21--Application for new registration of an Aboriginal and Torres Strait Islander corporation

21.1. Application for registration
21.5. Matters to accompany application
21.10. Registrar may seek further information

Division 22--Application to register existing body corporate under Part 2-3

22.1. Application for registration
22.5. Matters to accompany application
22.10. Registrar may seek further information

Division 23--Application to register amalgamated corporation under Part 2-3

23.1. Application for registration
23.5. Matters to accompany application
23.10. Registrar may seek further information

PART 2-3--DECISIONS ON APPLICATIONS

Division 26--Registrar to decide application

26.1. Registrar to decide application
26.5. Registrar may grant application if application is incomplete etc.
26.10. Registrar may grant application if some basic requirements are not met
26.15. Registrar not to register trade unions etc.

Division 29--What are the basic requirements for registration?

29.1. Minimum number of members requirement
29.5. Indigeneity requirement
29.10. Age of members requirement
29.15. Pre - incorporation requirement
29.17. Pre - transfer of registration requirement
29.18. Creditor notice requirement
29.19. Pre - amalgamation requirements
29.20. Internal governance rules requirement
29.25. Name requirement

Division 32--Decisions on applications

32.1. Successful applications
32.5. Unsuccessful applications

PART 2-4--REGISTRATION OF AN ABORIGINAL AND TORRES STRAIT ISLANDER CORPORATION AS A SMALL, MEDIUM OR LARGE CORPORATION

Division 37--Registration of an Aboriginal and Torres Strait Islander corporation as a small, medium or large corporation

37.1. Registrar to register Aboriginal and Torres Strait Islander corporation as a small, medium or large corporation
37.5. Registrar may alter registered size of corporation after registration
37.10. Small, medium and large corporations
37.15. When an Aboriginal and Torres Strait Islander corporation controls an entity
37.20. Counting employees
37.25. Accounting standards

PART 2-5--EFFECTS OF REGISTRATION

Division 42--Effects of registration

42.1. Corporation comes into existence on registration
42.3. Effect of registration of existing body corporate under Part 2 - 3
42.4. Effect of registration of amalgamated corporation under Part 2 - 3
42.5. Corporation's name
42.10. Members, directors, corporation secretary and contact person of corporation
42.15. Registered office
42.20. Document access address
42.25. Corporation may have common seal
42.30. Vesting of property in corporation on registration
42.35. Body corporate registered as Aboriginal and Torres Strait Islander corporation (liability of members on winding up)
42.40. Body corporate registered as Aboriginal and Torres Strait Islander corporation (modification by regulations)
42.45. Registration of amalgamated corporation (liability of members on winding up)
42.50. Registration of amalgamated corporation (modification by regulations)

PART 2-6--ARRANGEMENTS AND RECONSTRUCTIONS

Division 45--Application of Corporations Act arrangements and reconstructions provisions

45.1. Applying Corporations Act arrangements and reconstructions provisions to Aboriginal and Torres Strait Islander corporations

CHAPTER 3--Basic features of an Aboriginal and Torres Strait Islander corporation

PART 3-1--INTRODUCTION

Division 52--Introduction

52.1. What this Chapter is about

PART 3-2--RULES DEALING WITH THE INTERNAL GOVERNANCE OF CORPORATIONS

Division 57--Introduction

57.1. What this Part is about
57.5. List of internal governance rules

Division 60--What are the replaceable rules and when do they apply to a corporation?

60.1. Replaceable rules
60.5. Corporation's constitution can modify or replace replaceable rules
60.10. Effect of constitution and replaceable rules
60.15. Failure to comply with replaceable rules
60.20. Modification by regulations

Division 63--What are the internal governance rules of a corporation?

63.1. Meaning of internal governance rules

Division 66--What are the internal governance rules requirements?

66.1. Requirements
66.5. Meaning of cover the matters provided for in the replaceable rules

Division 69--Constitutions and amendment and replacement of constitutions

Subdivision 69-A--Constitution on registration

69.1. Constitution of an Aboriginal and Torres Strait Islander corporation

Subdivision 69-B--Constitutional changes after registration

69.5. Overview--ways a constitution may be changed
69.10. Meaning of constitutional change etc.
69.15. Extra requirements for constitutional change in constitution
69.20. Corporation to lodge copy of constitutional changes
69.25. Special administrator to lodge copy of constitutional changes
69.30. Registrar to determine if constitutional change should be registered
69.35. Registrar may change an Aboriginal and Torres Strait Islander corporation's constitution on own initiative
69.40. Date of effect of constitutional change

Division 72--Other matters concerning constitutions etc.

72.1. Registrar may direct corporation to lodge constitution
72.5. Corporation must provide governance material to members
72.10. Constitution may limit powers

PART 3-3--MINIMUM NUMBER OF MEMBERS OF ABORIGINAL AND TORRES STRAIT ISLANDER CORPORATIONS

Division 77--Minimum number of members of Aboriginal and Torres Strait Islander corporations

77.1. What this Part is about
77.5. Minimum number of members requirement
77.10. Registrar may exempt if appropriate and reasonable to do so
77.15. Registrar may determine a different number to number requested
77.20. Earlier determination taken to be revoked
77.25. Notice to be given

PART 3-4--NAMES

Division 82--Introduction

82.1. What this Part is about

Division 85--What names may a corporation have?

85.1. Corporation's name requirements
85.5. Available names
85.10. Acceptable abbreviations
85.15. Using a name and ICN on documents
85.20. Exception to requirement to have ICN on receipts
85.25. Regulations may exempt from requirement to set out information on documents

Division 88--How is a corporation's name changed?

88.1. Corporation changing its name
88.5. Registrar's power to direct corporation to change its name
88.10. If Aboriginal and Torres Strait Islander corporation becomes a registered native title body corporate
88.15. If Aboriginal and Torres Strait Islander corporation ceases to be a registered native title body corporate
88.20. Registrar must issue new certificate if name changes
88.25. Effect of name change

PART 3-5--CORPORATION POWERS AND HOW THEY ARE EXERCISED

Division 93--Introduction

93.1. What this Part is about

Division 96--What are a corporation's powers?

96.1. Legal capacity and powers

Division 99--How are a corporation's powers exercised?

99.1. Agent exercising a corporation's power to make contracts etc.
99.5. Execution of documents (including deeds) by the corporation itself

PART 3-6--ASSUMPTIONS PEOPLE DEALING WITH ABORIGINAL AND TORRES STRAIT ISLANDER CORPORATIONS ARE ENTITLED TO MAKE

Division 104--Assumptions people dealing with Aboriginal and Torres Strait Islander corporations are entitled to make

104.1. Entitlement to make assumptions
104.5. Assumptions that can be made under section 104 - 1
104.10. Information available to the public from Registrar does not constitute constructive notice

PART 3-7--REGISTERED OFFICE OR DOCUMENT ACCESS ADDRESS

Division 109--Introduction

109.1. What this Part is about

Division 112--Registered office

112.1. General
112.5. Corporation to have registered office
112.10. Registrar may change address of registered office to a director's address
112.15. Corporation's name must be displayed
112.20. Address of registered office etc.

Division 115--Document access address

115.1. Division applies to Aboriginal and Torres Strait Islander corporations registered as small or medium corporations
115.5. Corporation to have document access address
115.10. Registrar may change document access address to a director's address
115.15. Registrar may direct corporation to change the location of its document access address
115.20. Address of document access address

PART 3-8--SERVICE ON ABORIGINAL AND TORRES STRAIT ISLANDER CORPORATIONS

Division 120--Service on Aboriginal and Torres Strait Islander corporations

120.1. Service on Aboriginal and Torres Strait Islander corporation

CHAPTER 4--Members and observers

PART 4-1--INTRODUCTION

Division 130--Introduction

130.1. What this Chapter is about

PART 4-2--MEMBERS

Division 135--Introduction

135.1. What this Part is about

Division 138--Who is a member of an Aboriginal and Torres Strait Islander corporation?

138.1. Meaning of member

Division 141--Membership of Aboriginal and Torres Strait Islander corporations

Subdivision 141-A--Introduction

141.1. Overview

Subdivision 141-B--Ongoing requirements relating to membership that are imposed on an Aboriginal and Torres Strait Islander corporation

141.5. Minimum number of members requirement
141.10. Indigeneity requirement
141.15. Age of members requirement

Subdivision 141-C--A person's eligibility for membership of an Aboriginal and Torres Strait Islander corporation

141.20. Eligibility for membership
141.25. Corporation may have other eligibility requirements for membership

Division 144--How to become a member of an Aboriginal and Torres Strait Islander corporation

144.1. How does a person become a member?
144.5. Application to corporation
144.10. Determination of applications for membership
144.15. Fees for membership and being an observer

Division 147--Obligations of members

147.1. Obligation to contribute on winding up
147.5. Corporation may impose other member obligations
147.10. Liability of corporation members

Division 150--How does a person cease to be a member of an Aboriginal and Torres Strait Islander corporation?

Subdivision 150-A--General

150.1. Cessation of membership

Subdivision 150-B--Resignation of membership

150.10. Resignation

Subdivision 150-C--Cancellation of membership

150.15. General
150.20. Member of corporation that is not a registered native title body corporate not eligible for membership etc. (replaceable rule--see section 60 - 1)
150.22. Member of registered native title body corporate not eligible for membership etc.
150.25. Member not contactable
150.30. Member is not an Aboriginal and Torres Strait Islander person
150.35. Member misbehaves

Division 153--Can there be different classes of members?

153.1. Different classes of members

PART 4-3--OBSERVERS

Division 158--Observers

158.1. What this Part is about
158.5. Observers

PART 4-4--PROTECTION OF MEMBERS' INTERESTS

Division 163--Rights and remedies to protect interests of members

163.1. Rights and remedies

Division 166--Oppressive conduct of affairs

166.1. Grounds for Court order
166.5. Orders the Court can make
166.10. Who can apply for an order?
166.15. Requirement for person to lodge order

Division 169--When may a person bring or intervene in proceedings on behalf of an Aboriginal and Torres Strait Islander corporation?

169.1. Bringing, or intervening in, proceedings on behalf of a corporation
169.5. Applying for and granting leave
169.10. Substitution of another person for the person granted leave
169.15. Effect of ratification by members
169.20. Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
169.25. General powers of the Court
169.30. Power of the Court to make costs orders

Division 172--What protections apply to variations or cancellations of class rights?

172.1. Varying and cancelling class rights
172.5. Certain actions taken to vary rights etc
172.10. Variation, cancellation or modification without unanimous support of class
172.15. Variation, cancellation or modification with unanimous support of class

Division 175--When may a member inspect a corporation's books?

175.1. Order for inspection of books of corporation
175.5. Ancillary orders
175.10. Disclosure of information acquired in inspection
175.15. Corporation or directors may allow member to inspect books (replaceable rule--see section 60 - 1)

PART 4-5--REGISTERS OF MEMBERS AND FORMER MEMBERS

Division 180--Registers of members and former members

180.1. Aboriginal and Torres Strait Islander corporations to maintain register of members
180.5. Information on the register of members
180.10. Aboriginal and Torres Strait Islander corporations to maintain register of former members
180.15. Information on the register of former members
180.20. Location and inspection of registers
180.22. Register of members and register of former members may be maintained in one document
180.25. Right to inspect and get copies
180.30. Aboriginal and Torres Strait Islander corporation to make register of members available at AGM
180.35. Aboriginal and Torres Strait Islander corporation to give Registrar copy of register of members or register of former members
180.40. Correction of register of members or register of former members
180.45. Evidentiary value of registers

Division 183--Use of information on the register of members or register of former members

183.1. Use of information on register of members or register of former members

PART 4-6--EXEMPTION FROM OPERATION OF CERTAIN PROVISIONS OF THIS CHAPTER

Division 187--Exemption from operation of certain provisions of this Chapter

187.1. What this Part is about
187.5. Exemption from certain provisions of this Chapter
187.10. Registrar may make determination even if application is incomplete
187.15. Registrar's power to make determinations
187.20. Criteria for determinations

CHAPTER 5--Meetings

PART 5-1--INTRODUCTION

Division 193--Introduction

193.1. What this Chapter is about

PART 5-2--GENERAL MEETINGS

Division 198--Introduction

198.1. What this Part is about

Division 201--What are the rules concerning general meetings?

Subdivision 201-A--Who may call general meetings?

201.1. Director may call meetings (replaceable rule--see section 60 - 1)
201.5. Request by members for directors to call general meetings
201.10. When must directors comply with members' request?
201.15. When must a requested meeting be held?

Subdivision 201-B--How to call general meetings

201.20. Amount of notice of general meetings
201.25. Notice of general meeting to members, officers and observers
201.30. Auditor entitled to notice and other communications
201.35. Contents of notice of general meeting

Subdivision 201-C--Members' rights to put resolutions etc. to general meeting

201.40. Members' resolutions
201.45. Notice of members' resolutions
201.50. Members' statements to be distributed

Subdivision 201-D--Holding general meetings

201.55. Purpose
201.60. Time and place for general meeting
201.65. Technology
201.70. Quorum
201.75. Chairing general meeting (replaceable rule--see section 60 - 1)
201.80. Auditor's right to be heard at general meetings
201.85. Adjourned meetings

Subdivision 201-E--Proxies

201.90. Who may appoint a proxy (replaceable rule--see section 60 - 1)
201.95. Rights of proxies
201.100.Appointing a proxy
201.105.Proxy documents
201.110.Body corporate representative

Subdivision 201-F--Voting at general meetings

201.115.How many votes a member has (replaceable rule--see section 60 - 1)
201.120.Objections to right to vote (replaceable rule--see section 60 - 1)
201.125.How voting is carried out (replaceable rule--see section 60 - 1)
201.130.Matters on which a poll may be demanded
201.135.When a poll is effectively demanded
201.140.When and how polls must be taken (replaceable rule--see section 60 - 1)

Subdivision 201-G--First general meeting and annual general meetings

201.145.Corporation must hold first general meeting within 3 months of registration
201.150.Corporation must hold AGM
201.155.Extension of time for holding AGM
201.160.Business of AGM
201.165.Questions and comments by members on corporation management at AGM
201.170.Questions by members of auditors at AGM

Division 204--Resolutions without a general meeting

204.1. Circulating resolutions
204.5. Resolutions of 1 member corporations

PART 5-3--DIRECTORS' MEETINGS

Division 209--Introduction

209.1. What this Part is about

Division 212--What are the rules concerning directors' meetings?

212.1. Constitution to provide for meetings
212.5. Calling directors' meetings (replaceable rule--see section 60 - 1)
212.10. Use of technology
212.15. Chairing directors' meetings (replaceable rule--see section 60 - 1)
212.20. Quorum at directors' meetings
212.25. Passing of directors' resolutions (replaceable rule--see section 60 - 1)

Division 215--Resolutions and declarations without meetings

215.1. Circulating resolutions of corporation with more than 1 director (replaceable rule--see section 60 - 1)
215.5. Resolutions and declarations of 1 director corporation

PART 5-4--MINUTES OF MEETINGS

Division 220--Minutes of meetings

220.1. What this Part is about
220.5. Minutes
220.10. Members' access to minutes

PART 5-5--EXEMPTION FROM OPERATION OF THIS CHAPTER

Division 225--Exemption from operation of this Chapter

225.1. What this Part is about
225.5. Exemption from the provisions of this Chapter
225.10. Registrar may make determination even if application is incomplete
225.15. Registrar's power to make determinations
225.20. Criteria for determinations

CHAPTER 6--Officers

PART 6-1--INTRODUCTION

Division 235--Introduction

235.1. What this Chapter is about

PART 6-2--APPOINTMENT, REMUNERATION AND CESSATION OF APPOINTMENT OF DIRECTORS

Division 240--Introduction

240.1. What this Part is about

Division 243--Number of directors

243.1. Minimum number of directors
243.5. Maximum number of directors

Division 246--Appointment of directors

246.1. Eligibility for appointment as a director
246.5. Majority of director requirements
246.10. Consent to act as director
246.15. Corporation may appoint a director (replaceable rule--see section 60 - 1)
246.20. Directors may appoint other directors to make up a quorum (replaceable rule--see section 60 - 1)
246.25. Term of appointment
246.30. Alternate directors (replaceable rule--see section 60 - 1)
246.35. Effectiveness of acts by directors

Division 249--Resignation, retirement or removal of directors

249.1. How does a person cease to be a director?
249.5. Director may resign
249.10. Removal by members
249.15. Removal by other directors

Division 252--Remuneration of directors

252.1. Remuneration
252.5. Members may obtain information about directors' remuneration

PART 6-3--APPOINTMENT OF SECRETARIES AND CONTACT PERSONS

Division 257--Appointment of secretaries and contact persons

257.1. What this Part is about
257.5. Requirement to have a secretary or contact person
257.10. Who may be a secretary or contact person
257.15. Consent to act as secretary or contact person
257.20. How a secretary or contact person is appointed
257.25. Director to be contact person in certain circumstances
257.30. Contact person must pass on communications received
257.35. Secretary must pass on communications received
257.40. Effectiveness of acts by secretaries
257.45. Terms and conditions of office for secretaries (replaceable rule--see section 60 - 1)
257.50. Terms and conditions of contact person's appointment (replaceable rule--see section 60 - 1)

PART 6-4--DUTIES AND POWERS OF DIRECTORS AND OTHER OFFICERS AND EMPLOYEES

Division 262--Introduction

262.1. What this Part is about

Division 265--General duties

265.1. Care and diligence--civil obligation only
265.5. Good faith--civil obligations
265.10. Use of position--civil obligations
265.15. Use of information--civil obligations
265.20. Acts done to comply with Native Title legislation obligations
265.25. Good faith, use of position and use of information--criminal offences
265.30. Interaction of sections 265 - 1 to 265 - 25 with other laws etc.
265.35. Directors of wholly - owned subsidiaries
265.40. Responsibility of secretaries for certain contraventions
265.45. Meaning of reasonable reliance on information or advice provided by others
265.50. Responsibility for actions of delegate

Division 268--Duties in relation to disclosure of, and voting on matters involving, material personal interests

268.1. Material personal interest--director's duty to disclose
268.5. Interest as common law holder of native title
268.10. Director may give other directors standing notice about an interest
268.15. Interaction of sections 268 - 1 and 268 - 10 with other laws etc.
268.20. Restrictions on voting
268.25. Registrar's power to make declarations and class orders

Division 271--Duty to discharge certain trust liabilities

271.1. Directors liable for debts and other obligations incurred by corporation as trustee

Division 274--Powers of directors

274.1. Powers of directors (replaceable rule--see section 60 - 1)
274.5. Negotiable instruments (replaceable rule--see section 60 - 1)
274.10. Delegation
274.15. Right of access to corporation books

PART 6-5--DISQUALIFICATION FROM MANAGING CORPORATIONS

Division 279--Disqualification from managing corporations

279.1. Disqualified person not to manage corporations
279.5. Automatic disqualification
279.10. Extension of period of automatic disqualification
279.15. Court power of disqualification--contravention of civil penalty provision
279.20. Court power of disqualification--insolvency and non - payment of debts
279.25. Court power of disqualification--repeated contraventions of Act
279.30. Registrar's power of disqualification
279.35. Court power to grant leave

PART 6-6--MEMBER APPROVAL NEEDED FOR RELATED PARTY BENEFIT

Division 284--Need for member approval

284.1. Need for member approval for financial benefit
284.5. Consequences of breach
284.10. Exemptions

Division 287--Exceptions to the requirement for member approval

287.1. Remuneration and reimbursement for officer or employee
287.5. Benefit to or by closely - held subsidiary
287.10. Benefits to members that do not discriminate unfairly
287.12. Benefits given to comply with Native Title legislation obligations
287.15. Court order

Division 290--Procedure for obtaining member approval

290.1. Resolution may specify matters by class or kind
290.5. Corporation must lodge material that will be put to members with the Registrar
290.10. Requirements for explanatory statement to members
290.15. Registrar may comment on proposed resolution
290.20. Requirements for notice of meeting
290.25. Other material put to members
290.30. Proposed resolution cannot be varied
290.35. Voting by or on behalf of related party interested in proposed resolution
290.40. Voting on the resolution
290.45. Notice of resolution to be lodged
290.50. Declaration by court of substantial compliance

Division 293--Related parties and financial benefits

293.1. Related parties
293.5. Giving a financial benefit

Division 296--Interaction with other rules

296.1. General duties still apply

PART 6-7--PUBLIC INFORMATION ABOUT DIRECTORS, SECRETARIES AND CONTACT PERSONS

Division 301--Introduction

301.1. What this Part is about

Division 304--Information to be provided

304.1. Director, alternate director, secretary or contact person may notify the Registrar of resignation or retirement
304.5. Notice of name and address of directors and secretaries to the Registrar
304.10. Director, alternate director, secretary and contact person must give information to corporation
304.15. Address for officers

Division 307--Registrar may ask for information

307.1. Registrar's power to ask for information about person's position as director, secretary or contact person

PART 6-7A----DIRECTOR IDENTIFICATION NUMBERS

308.1. What this Part is about
308.5. Giving and cancelling director identification numbers
308.10. Applying for a director identification number
308.15. Eligible officers
308.20. Requirement to have a director identification number
308.25. Requirement to apply for a director identification number
308.30. Commonwealth Registrar may extend application periods
308.35. Infringement notices
308.40. Applying for additional director identification numbers
308.45. Misrepresenting director identification numbers

PART 6-8--EXEMPTION FROM OPERATION OF CERTAIN PROVISIONS OF THIS CHAPTER

310.1. What this Part is about
310.5. Exemption from certain provisions of this Chapter
310.10. Registrar may make determination even if application is incomplete
310.15. Registrar's power to make determinations
310.20. Criteria for determinations

CHAPTER 7--Record keeping, reporting requirements and books

PART 7-1--INTRODUCTION

Division 317--Introduction

317.1. What this Chapter is about

PART 7-2--RECORD KEEPING REQUIREMENTS

Division 322--Record keeping requirements

322.1. What this Part is about
322.5. Obligation to keep copy of constitution and records about officers, contact person, etc.
322.10. Obligation to keep financial records
322.15. Physical format
322.20. Place where records are kept
322.25. Director access

PART 7-3--REPORTING REQUIREMENTS

Division 327--Overview of reporting obligations

327.1. Reports that an Aboriginal and Torres Strait Islander corporation must prepare and lodge

Division 330--General report for each financial year

330.1. Aboriginal and Torres Strait Islander corporation must prepare a general report each financial year
330.5. Contents of general report
330.10. General report to be lodged with Registrar

Division 333--Financial and other reports required by the regulations

333.1. What this Division is about
333.5. Regulations may require financial reports, directors' reports and other reports to be prepared
333.10. Contents of reports
333.15. Other requirements in relation to report
333.20. Aboriginal and Torres Strait Islander corporation to obtain audit report if audit required

Division 336--Registrar may increase reporting requirements

336.1. Registrar may require additional report, or otherwise increase reporting requirements, for particular corporation
336.5. Registrar may require additional reports, or otherwise increase reporting requirements, for class of corporation

Division 339--Audit of financial reports

Subdivision 339-A--Introduction

339.1. What this Division is about
339.5. Application of Division
339.10. When financial report required to comply with accounting standards
339.15. When audit required to be conducted in accordance with auditing standards
339.20. Lead and review auditors
339.25. Professional members of the audit team

Subdivision 339-B--Conduct of the audit

339.30. Auditor to form opinion
339.35. Auditor obligations in relation to auditing standards
339.40. Auditor's report
339.45. Other requirements in relation to auditor's report
339.50. Auditor's independence declaration
339.55. Audit working papers to be retained for 7 years

Subdivision 339-C--Qualification, experience and registration

339.60. Qualification and experience: individual auditor
339.65. Qualification and experience: audit firm
339.70. Registration requirements for appointment of company as auditor

Subdivision 339-D--Auditor independence

339.75. Independence of auditors: application of Corporations Act auditor independence provisions
339.80. Independence of auditors: alternative independence requirements

Subdivision 339-E--Auditor's powers and duties

339.85. Auditor's power to obtain information
339.90. Reporting to the Registrar
339.95. Assisting auditor

Subdivision 339-F--Appointment and removal of auditors

339.100.Appointment and removal of auditors

Division 342--Financial reporting to members

342.1. What this Division is about
342.5. Annual financial reporting to members
342.10. Deadline for giving member copy of report

Division 345--Consolidated financial report

345.1. Directors and officers of controlled entity to give information
345.5. Auditor's power to obtain information from controlled entity
345.10. Controlled entity to assist auditor
345.15. Application of sections 345 - 1 to 345 - 10 to entity that has ceased to be controlled

Division 348--Lodging reports

348.1. Lodging annual reports with the Registrar
348.5. Relodgment if report amended after lodgment

PART 7-4--REGISTRAR MAY EXEMPT FROM RECORD KEEPING AND REPORTING REQUIREMENTS

Division 353--Registrar may exempt from record keeping and reporting requirements

353.1. What this Part is about
353.3. Exemption from the provisions of this Chapter
353.5. Registrar may make determination even if application is incomplete
353.10. Registrar's power to make determinations

PART 7-5--CRITERIA FOR DETERMINING LEVEL OF REPORTING REQUIREMENTS

Division 358--Criteria for determining level of reporting requirements

358.1. What this Part is about
358.5. Criteria for determinations about level of reporting requirements
358.10. Reporting obligations

PART 7-6--SANCTIONS FOR CONTRAVENTIONS OF RECORD KEEPING AND REPORTING REQUIREMENTS

Division 363--Sanctions for contraventions of record keeping and reporting requirements

363.1. Sanctions

PART 7-7--MODIFICATIONS OF RECORD KEEPING AND REPORTING REQUIREMENTS BY REGULATIONS

Division 368--Modifications of record keeping and reporting requirements by regulations

368.1. Modification by regulations

PART 7-8--BOOKS

Division 373--Introduction

373.1. What this Part is about

Division 376--When and where may books be inspected?

376.1. Inspection of books
376.5. Translations of instruments and books
376.10. Court may compel compliance
376.15. Admissibility of books in evidence
376.20. Form of books
376.25. Protection of books
376.30. Evidentiary value
376.35. Falsification of books

CHAPTER 8--Civil consequences of contravening civil penalty provisions

Division 386--Civil consequences of contravening civil penalty provisions

386.1. Declarations of contravention
386.5. Declaration of contravention is conclusive evidence
386.10. Pecuniary penalty orders
386.15. Compensation orders--civil penalty provisions
386.20. Who may apply for a declaration or order
386.25. Time limit for application for a declaration or order
386.30. Civil evidence and procedure rules for declarations of contravention and civil penalty orders
386.35. Civil proceedings after criminal proceedings
386.40. Criminal proceedings during civil proceedings
386.45. Criminal proceedings after civil proceedings
386.50. Evidence given in proceedings for penalty not admissible in criminal proceedings
386.55. Registrar requiring person to assist
386.60. Relief from liability for contravention of civil penalty provision

CHAPTER 9--Lodgments and registers

PART 9-1--INTRODUCTION

Division 396--Introduction

396.1. What this Chapter is about

PART 9-2--LODGMENTS WITH THE REGISTRAR

Division 401--Introduction

401.1. What this Part is about

Division 404--What is the form in which documents may be lodged?

404.1. Forms for documents to be lodged with the Registrar
404.5. Signing documents lodged with the Registrar
404.10. Documents lodged with the Registrar electronically
404.15. Relodging of lost registered documents

Division 407--Registrar's powers

407.1. Registrar may refuse to receive or register documents
407.5. Registrar may require additional information
407.10. Registrar may require information from persons on a register
407.15. Telephone or email notice of certain changes
407.20. Registrar may destroy or dispose of lodged documents

Division 410--Courts power if documents not lodged

410.1. Court may make certain orders

PART 9-3--REGISTERS

Division 415--Introduction

415.1. What this Part is about

Division 418--Registers to be kept

418.1. Registers
418.5. Form of registers
418.10. Register of Aboriginal and Torres Strait Islander Corporations
418.15. Register of Disqualified Officers

Division 421--What information may a person obtain from the Registrar?

421.1. Inspection and production of records
421.5. Requests and certification of copy or extract etc.

Division 424--Validity and use of information etc. obtained from a register

424.1. Validity of copy or extract
424.5. Use in court proceedings etc. of documents issued by Registrar
424.10. Registrar's certificate that person was a director etc.

CHAPTER 10--Regulation and enforcement

PART 10-1--INTRODUCTION

Division 434--Introduction

434.1. What this Chapter is about

PART 10-2--REGULATION OF ABORIGINAL AND TORRES STRAIT ISLANDER CORPORATIONS

Division 439--Regulation of Aboriginal and Torres Strait Islander corporations

439.1. What this Part is about
439.5. Registrar may convene meetings of interested persons
439.10. Registrar may call a general meeting (other than an AGM)
439.15. Registrar may call an AGM
439.20. Registrar may require compliance with Act etc.

PART 10-3--ENFORCEMENT

Division 444--Introduction

444.1. What this Part is about

Division 447--Authorised officers

447.1. Appointment of authorised officers
447.5. Identity cards

Division 450--Purposes for which powers under this Part may be exercised

450.1. Purposes for which power under this Part may be exercised

Division 453--Examination of books and persons

453.1. Examination of books
453.5. Production of books or attendance to answer questions
453.10. Remuneration of authorised officer

Division 456--Warrants for books not produced

Subdivision 456-A--Warrants applied for in person

456.1. Application for warrant to seize books not produced
456.5. Grant of warrant
456.10. Powers where books produced or seized

Subdivision 456-B--Warrants by telephone or other electronic means

456.15. Applying for warrants by telephone or other electronic means
456.20. Issuing warrants by telephone etc.
456.25. Unsigned warrants by telephone etc. in court proceedings

Subdivision 456-C--Offences relating to warrants by telephone or other electronic means

456.30. Offence for stating incorrect names in warrants by telephone etc.
456.35. Offence for unauthorised form of warrant
456.40. Offence for execution etc. of unauthorised form of warrant
456.45. Offence for giving unexecuted form of warrant

Subdivision 456-D--Warrant details to be given to occupier

456.50. Details of warrant to be given to occupier etc.

PART 10-4--OFFENCES RELATING TO REGULATORY AND ENFORCEMENT POWERS OF REGISTRAR

Division 461--Offences relating to regulatory and enforcement powers of Registrar

461.1. Obstructing Registrar or interfering with meeting called by Registrar etc.
461.5. False information
461.10. Concealing books relevant to investigation
461.15. Self - incrimination

PART 10-5--PROTECTION FOR WHISTLEBLOWERS

Division 466--Which disclosures qualify for protection under this Part?

466.1. Disclosures qualifying for protection

Division 469--Effects of disclosure

469.1. Disclosure that qualifies for protection not actionable etc.
469.5. Victimisation prohibited
469.10. Right to compensation

Division 472--Confidentiality requirement

472.1. Confidentiality requirements for corporations, corporation officers and employees and auditors

CHAPTER 11--External administration

PART 11-1--INTRODUCTION

Division 482--Introduction

482.1. What this Chapter is about

PART 11-2--SPECIAL ADMINISTRATION

Division 487--Special administration of Aboriginal and Torres Strait Islander corporation

487.1. Registrar may put Aboriginal and Torres Strait Islander corporation under special administration
487.5. Grounds for special administration
487.10. Show cause notice procedure
487.15. Extension of period of special administration
487.20. Registrar may terminate special administration
487.25. References to corporation under special administration

Division 490--Appointment of special administrator

490.1. Registrar may appoint special administrator
490.5. Period of appointment

Division 493--Notice requirements

493.1. Notice of special administration determination or appointment of special administrator

Division 496--Effect of appointment of special administrator on officers of the corporation

496.1. General rule that offices of directors and secretary vacated when special administrator appointed
496.5. Registrar may determine that offices not vacated in certain circumstances
496.10. Powers of officers can only be exercised by, or with the consent of, special administrator
496.15. Only special administrator can deal with corporation's property
496.20. Order for compensation where officer involved in void transaction

Division 499--Function, duties and powers of special administrator

499.1. Function of special administrator
499.5. Powers of special administrator
499.10. Applying Corporations Act provisions to Aboriginal and Torres Strait Islander corporation that is under special administration

Division 502--Special administrator to report to Registrar

502.1. Report to Registrar

Division 505--Termination of special administrator's appointment

505.1. Termination of appointment of special administrator
505.5. Grounds for terminating appointment
505.10. Registrar to appoint new special administrator in certain circumstances

Division 508--Transition to normal control of the corporation's affairs at end of special administration

508.1. Special administrator to ensure that there will be directors when corporation ceases to be under special administration
508.5. Election of directors to take over affairs of corporation when corporation ceases to be under special administration

Division 511--Miscellaneous

511.1. Remuneration of special administrator

PART 11-3--RECEIVERS, AND OTHER CONTROLLERS, OF PROPERTY OF CORPORATIONS

Division 516--Receivers, and other controllers, of property of corporations

516.1. Applying Corporations Act receiver provisions to Aboriginal and Torres Strait Islander corporations

PART 11-4--ADMINISTRATION OF AN ABORIGINAL AND TORRES STRAIT ISLANDER CORPORATION'S AFFAIRS WITH A VIEW TO EXECUTING A DEED OF CORPORATION ARRANGEMENT

Division 521--Administration of an Aboriginal and Torres Strait Islander corporation's affairs with a view to executing a deed of corporation arrangement

521.1. Applying Corporations Act administration provisions to Aboriginal and Torres Strait Islander corporations
521.5. Administrator's capacity to act as trustee
521.10. Corporations Act administrator cannot be appointed if special administrator appointed
521.15. Effect of appointment of special administrator on Corporations Act administrator

PART 11-4A----RESTRUCTURING OF AN ABORIGINAL AND TORRES STRAIT ISLANDER CORPORATION

Division 522--Restructuring of an Aboriginal and Torres Strait Islander corporation

522.1. Applying Corporations Act restructuring provisions to Aboriginal and Torres Strait Islander corporations
522.2. Corporations Act restructuring practitioner cannot be appointed if special administrator appointed
522.3. Effect of appointment of special administrator--Aboriginal and Torres Strait Islander corporation under restructuring
522.4. Effect of appointment of special administrator--Aboriginal and Torres Strait Islander corporation subject to restructuring plan

PART 11-5--WINDING UP

Division 526--Winding up

526.1. Court may order winding up
526.5. Grounds for Court ordered winding up
526.10. Acts etc. done to comply with Native Title legislation requirement
526.15. Who may apply to court for winding up order
526.20. Voluntary winding up
526.25. Distribution of surplus assets in winding up by Court
526.30. Distribution of surplus assets in voluntary winding up
526.35. Applying Corporations Act winding up provisions to Aboriginal and Torres Strait Islander corporations
526.40. Application of Corporations Act pre - winding up provisions

PART 11-6--INSOLVENT TRADING AND CREDITOR-DEFEATING DISPOSITIONS

Division 531--Insolvent trading and creditor-defeating dispositions

531.1. Applying Corporations Act insolvent trading and creditor - defeating disposition provisions to Aboriginal and Torres Strait Islander corporations
531.5. Sections 588G, 588GAB and 588GAC of Corporations Act prevail over conflicting Native Title legislation obligations

PART 11-7--EMPLOYEES' ENTITLEMENTS

Division 536--Employees' entitlements

536.1. Applying Corporations Act employees' entitlements provisions to Aboriginal and Torres Strait Islander corporations

CHAPTER 12--Transfer of registration, deregistration and unclaimed property

PART 12-1--TRANSFER OF REGISTRATION TO ANOTHER SYSTEM

Division 540--Transfer of registration

540.1. Transferring registration
540.5. Applying to transfer registration
540.10. Registrar makes transfer of registration declaration
540.15. Registrar to deregister corporation

PART 12-2--DEREGISTRATION

Division 546--Deregistration

546.1. Deregistration--voluntary
546.5. Deregistration--Registrar initiated
546.10. Deregistration--following amalgamation or winding up
546.15. Registered native title body corporate
546.20. Effect of deregistration
546.25. What the Registrar does with the property
546.30. Registrar's power to fulfil outstanding obligations of deregistered corporation
546.35. Claims against insurers of deregistered corporation
546.40. Reinstatement
546.45. Regulations may modify Division in relation to statutory Indigenous land trusts

PART 12-3--UNCLAIMED PROPERTY

Division 551--Unclaimed property

551.1. Unclaimed property
551.5. Registrar to deal with unclaimed property
551.10. Registrar and Commonwealth not liable to pay calls on shares etc.
551.15. Disposition of money that is unclaimed property etc.
551.20. Establishment of the Aboriginal and Torres Strait Islander Corporations Unclaimed Money Account
551.25. Credits of amounts to Account
551.30. Purposes of Account
551.35. Claims of disposition of money to incorrect payee
551.40. Commonwealth or Registrar not liable for loss or damage

CHAPTER 13--Offences

PART 13-1--OFFENCES ABOUT FALSE OR MISLEADING STATEMENTS ETC.

Division 561--Offences about false or misleading statements etc.

561.1. False or misleading statements
561.5. False information etc.

PART 13-2--GENERAL MATTERS RELATING TO OFFENCES

Division 566--General matters relating to offences

566.1. Penalties for bodies corporate
566.5. Penalty notices
566.10. Continuing offences
566.15. Time for instituting criminal proceedings
566.20. Privilege against self - incrimination not available to bodies corporate in certain proceedings
566.25. Certain persons to assist in prosecutions

CHAPTER 14--Courts and proceedings

PART 14-1--POWERS OF COURTS

Division 576--Powers of courts

576.1. Power to grant relief
576.5. Power of Court to give directions with respect to meetings ordered by the Court
576.10. Appeals from decisions of receivers, liquidators etc.
576.15. Irregularities
576.20. Power of Court to prohibit payment or transfer of money, financial products or other property
576.25. Injunctions
576.30. Effect of sections 576 - 20 and 576 - 25
576.35. Power of Court to punish for contempt of Court

PART 14-2--PROCEEDINGS

Division 581--Proceedings

581.1. The Registrar's power to intervene in proceedings
581.5. Civil proceedings not to be stayed
581.10. Standard of proof
581.15. Evidence of contravention
581.20. Costs
581.25. Vesting of property
581.30. Civil proceedings in relation to registered native title bodies corporate

PART 14-3--JURISDICTION AND PROCEDURE OF COURTS

Division 586--Civil jurisdiction

Subdivision 586-A--Introduction

586.1. Operation of Division

Subdivision 586-B--Conferral of jurisdiction

586.5. Jurisdiction of Federal Court and State and Territory Supreme Courts
586.10. Jurisdiction of Federal Circuit and Family Court of Australia (Division 1) and State Family Courts
586.15. Jurisdiction of courts (decisions to prosecute and related criminal justice process decisions made by Commonwealth officers)
586.20. Jurisdiction of lower courts
586.25. Appeals
586.30. Courts to act in aid of each other

Subdivision 586-C--Transfer of proceedings

586.35. Transfer of proceedings by the Federal Court and State and Territory Supreme Courts
586.40. Transfer of proceedings by the Federal Circuit and Family Court of Australia (Division 1) and State Family Courts
586.45. Transfer of proceedings in lower courts
586.50. Further matters for a court to consider when deciding whether to transfer a proceeding
586.55. Transfer may be made at any stage
586.60. Transfer of documents
586.65. Conduct of proceedings
586.70. Rights of appearance
586.75. Limitation on appeals

Subdivision 586-D--Rules of court

586.80. Rules of the Federal Court
586.85. Rules of the Supreme Court
586.90. Rules of the Federal Circuit and Family Court of Australia (Division 1)

Division 589--Criminal jurisdiction

589.1. Operation of Division
589.5. Jurisdiction of courts
589.10. Laws to be applied

CHAPTER 15--Administration

PART 15-1--INTRODUCTION

Division 599--Introduction

599.1. What this Chapter is about

PART 15-2--PROTECTION OF INFORMATION

Division 604--Protection of information

604.1. What this Part is about
604.5. Protected information
604.10. Registrar's obligations in relation to protected information
604.15. Special administrator's obligations in relation to protected information
604.20. Consultant's obligations in relation to protected information
604.25. Authorised use or disclosure

PART 15-3--PROTECTION FROM LIABILITY FOR REGISTRAR, MINISTER ETC.

Division 609--Protection from liability for Registrar, Minister etc.

609.1. Protection from liability for Minister, Registrar etc.

PART 15-4--REVIEW OF DECISIONS

Division 614--Introduction

614.1. What this Part is about

Division 617--Reviewable decisions

617.1. Reviewable decisions
617.5. Deadlines for making reviewable decisions
617.10. Notice of reviewable decision and review rights

Division 620--Internal review of reviewable decisions

620.1. Registrar may reconsider reviewable decisions on own initiative
620.5. Reconsideration of reviewable decisions

Division 623--Review of reviewable decisions by Administrative Review Tribunal

623.1. Review of reviewable decisions by Administrative Review Tribunal

PART 15-5--FEES

Division 628--Fees

628.1. Fees
628.5. Lodgment of document without payment of fee
628.10. Doing act without payment of fee
628.15. Effect of sections 628 - 5 and 628 - 10
628.20. Debt due to the Commonwealth
628.25. Payment of fee does not give right to inspect or search

PART 15-6--REGULATIONS

Division 633--Regulations

633.1. General regulation making power
633.5. Regulations concerning registered native title bodies corporate

PART 15-7--APPROVED FORMS

Division 638--Approved forms

638.1. Registrar may approve forms

CHAPTER 16--Registrar and Deputy Registrars of Aboriginal and Torres Strait Islander Corporations

PART 16-1--INTRODUCTION

Division 648--Introduction

648.1. What this Chapter is about

PART 16-2--APPOINTMENT OF THE REGISTRAR AND DEPUTY REGISTRARS

Division 653--Appointment of Registrar and Deputy Registrars

653.1. Registrar of Aboriginal and Torres Strait Islander Corporations
653.5. Deputy Registrars of Aboriginal and Torres Strait Islander Corporations

PART 16-3--REGISTRAR'S FUNCTIONS AND POWERS

Division 658--Registrar's functions and powers

658.1. Functions of the Registrar
658.5. Aims of the Registrar
658.10. Powers of the Registrar
658.15. Registrar to have a seal
658.20. Judicial notice of certain matters

PART 16-4--MATTERS CONCERNING THE REGISTRAR'S AND DEPUTY REGISTRARS' APPOINTMENTS

Division 663--Matters concerning the Registrar's and Deputy Registrars' appointments

663.1. Registrar's remuneration
663.5. Resignation
663.10. Termination of Registrar's appointment
663.15. Termination of Deputy Registrar's appointment
663.20. Disclosure of interests
663.25. Acting appointments
663.30. Leave of absence
663.35. Outside employment

PART 16-5--DELEGATION

Division 668--Delegation

668.1. Delegation by Registrar
668.5. Sub - delegation by Deputy Registrar

PART 16-6--STAFFING

Division 673--Staffing

673.1. Staff assisting the Registrar and Deputy Registrar
673.5. Engagement of consultants etc. by the Registrar

CHAPTER 17--Interpreting this Act

PART 17-1--MEANING OF SOME IMPORTANT CONCEPTS

Division 683--Directors and officers of Aboriginal and Torres Strait Islander corporations

683.1. Meaning of director and officer

Division 686--Associates

686.1. Effect of Division
686.5. Associates of bodies corporate
686.10. General
686.15. Exclusions

Division 689--Subsidiaries and control

689.1. What is a subsidiary
689.5. Control of a body corporate's board
689.10. Matters to be disregarded
689.15. References in this Division to a subsidiary
689.20. Related bodies corporate
689.25. Control

PART 17-2--INTERPRETATION OF OTHER EXPRESSIONS

Division 694--Interpretation of other expressions

694.1. Giving information
694.5. Doing acts
694.10. Signing
694.15. Business affairs of a body corporate
694.20. Business affairs of a natural person
694.25. Business affairs of a partnership
694.30. Business affairs of a trust
694.35. Meaning of court and Court
694.40. Entities
694.45. Entities connected with a corporation (including an Aboriginal and Torres Strait Islander corporation)
694.50. Extension of period for doing an act
694.55. Involvement in contraventions
694.60. Possession
694.65. Public document of a body corporate
694.70. Receivers and managers
694.75. Securities
694.80. Solvency and insolvency
694.85. Meaning of chief executive officer function
694.90. Applications to be in writing
694.95. Effect of certain contraventions of this Act
694.100.Effect of provisions empowering a person to require or prohibit conduct
694.105.Calculation of time
694.110.Performance of functions by Registrar or Deputy Registrar includes reference to delegate etc.
694.115.Certain family relationships
694.120.Commonwealth Registrar

PART 17-3--DICTIONARY

Division 700--Dictionary

700.1. Dictionary

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