Prepared by the Office of Parliamentary Counsel, Canberra
Corporations Regulations 2001
Statutory Rules No. 193, 2001
made under the
Corporations Act 2001
Compilation No. 132
Compilation date: 2 July 2017
Includes amendments up to: F2017L00595
Registered: 13 July 2017
This compilation is in 7 volumes
Volume 1: regulations 1.0.01–6D.5.02
Volume 2: regulations 7.1.02–7.6.08E
Volume 3: regulations 7.7.01–8.4.02
Volume 4: regulations 9.1.01–12.9.03
Volume 5: Schedules 1, 2 and 2A
Volume 6: Schedules 3–13
Volume 7: Endnotes
Each volume has its own contents
This compilations includes commenced amendments made by F2017L00321
Authorised Version F2017C00544 registered 13/07/2017
About this compilation
This compilation
This is a compilation of the Corporations Regulations 2001 that shows the text of the law as
amended and in force on 2 July 2017 (the compilation date).
The notes at the end of this compilation (the endnotes) include information about amending
laws and the amendment history of provisions of the compiled law.
Uncommenced amendments
The effect of uncommenced amendments is not shown in the text of the compiled law. Any
uncommenced amendments affecting the law are accessible on the Legislation Register
(www.legislation.gov.au). The details of amendments made up to, but not commenced at, the
compilation date are underlined in the endnotes. For more information on any uncommenced
amendments, see the series page on the Legislation Register for the compiled law.
Application, saving and transitional provisions for provisions and amendments
If the operation of a provision or amendment of the compiled law is affected by an
application, saving or transitional provision that is not included in this compilation, details are
included in the endnotes.
Editorial changes
For more information about any editorial changes made in this compilation, see the endnotes.
Modifications
If the compiled law is modified by another law, the compiled law operates as modified but the
modification does not amend the text of the law. Accordingly, this compilation does not show
the text of the compiled law as modified. For more information on any modifications, see the
series page on the Legislation Register for the compiled law.
Self-repealing provisions
If a provision of the compiled law has been repealed in accordance with a provision of the
law, details are included in the endnotes.
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Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Contents
Chapter 1—Introductory 1
Part 1.0—Miscellaneous 1 1.0.01 Name of Regulations................................................................................................... 1
1.0.02 Interpretation............................................................................................................... 1
1.0.02A Prescribed financial market......................................................................................... 8
1.0.03 Prescribed forms (Act s 350) ...................................................................................... 9
1.0.03A Documents that must be in the prescribed form.......................................................... 9
1.0.03B Documents that must be lodged with ASIC ...............................................................10
1.0.03C Documents that must be in a form approved by ASIC...............................................10
1.0.04 Directions and instructions in forms ..........................................................................11
1.0.05 Documents and information required by forms..........................................................11
1.0.05A Lodgment with ASIC.................................................................................................11
1.0.06 Annexures accompanying forms................................................................................12
1.0.07 General requirements for documents .........................................................................12
1.0.08 Information to accompany financial documents lodged for
financial years ............................................................................................................13
1.0.09 Information to accompany financial documents etc lodged
for half-years..............................................................................................................14
1.0.10 Continuous disclosure notices....................................................................................14
1.0.11 Certain documents to be signed by personal representatives
etc...............................................................................................................................15
1.0.12 Form of notice of resolution.......................................................................................15
1.0.13 Time for lodging documents ......................................................................................15
1.0.14 Address of registered office or place of business .......................................................15
1.0.15 Affidavits and statements in writing ..........................................................................16
1.0.16 Certification and verification of certain documents ...................................................16
1.0.17 Documents signed or sworn in accordance with the rules..........................................16
1.0.18 Prescribed provisions (Act s 53) ................................................................................16
1.0.20 Copies of orders to be lodged.....................................................................................16
1.0.21 Identification of lodged orders ...................................................................................17
1.0.22 Territorial application of Act .....................................................................................17
Part 1.1—Prescribed amounts 18 1.1.01 Prescribed amounts ....................................................................................................18
Part 1.2—Interpretation 19
Division 1—General 19
1.2.01 Remuneration recommendations (Act s 9B) ..............................................................19
Part 1.2A—Disclosing entities 20 1.2A.01 Securities declared not to be ED securities ................................................................20
1.2A.02 Foreign companies issuing securities under foreign scrip
offers etc exempt from disclosing entity provisions...................................................20
1.2A.03 Foreign companies issuing securities under employee share
scheme exempt from the disclosing entity provisions................................................21
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Chapter 2A—Registration of companies 22
Part 2A.1—Size of partnerships or associations (Act s 115(2)) 22 2A.1.01 Size of partnerships or associations ...........................................................................22
Part 2A.2—Change of place of registration of company (Act s
119A(3)) 23 2A.2.01 Approval of application for change of place of registration.......................................23
2A.2.02 Special resolution may be set aside by Court order ...................................................23
2A.2.03 Application for change of place of registration ..........................................................23
2A.2.04 Change of place of registration ..................................................................................23
Chapter 2B—Basic features of a company 25
Part 2B.6—Names 25 2B.6.01 Availability of names (Act s 147) ..............................................................................25
2B.6.02 Consents required for use of certain letters, words and
expressions.................................................................................................................25
2B.6.03 Exemptions from requirement to set out name and ACN on
certain documents (Act s 155)....................................................................................26
Chapter 2C—Registers 27
Part 2C.1—Registers generally 27
Division 2C.1.1—Location of register 27
2C.1.01 Form of notice............................................................................................................27
Division 2C.1.2—Right to inspect and get copies of register 28
2C.1.02 Form of register .........................................................................................................28
2C.1.03 Improper purposes for getting copy of register ..........................................................28
2C.1.04 Information to be included in application for copy of register ...................................28
Division 2C.1.3—Use of information on registers by bodies
corporate 29
2C.1.05 Contact with members after failure to provide copy of
register .......................................................................................................................29
Chapter 2D—Officers and employees 31
Part 2D.2—Restrictions on indemnities, insurance and
termination payments 31
Division 2D.2.2—Termination payments 31
2D.2.01 Meaning of base salary..............................................................................................31
2D.2.02 Meaning of benefit .....................................................................................................32
2D.2.03 When benefit given in connection with retirement from an
office or a position .....................................................................................................33
Part 2D.6—Disqualification from managing corporations 34
Division 2D.6.1—Automatic disqualification (Act s 206B) 34
2D.6.01 Prescribed foreign jurisdictions (Act s 206B(7))........................................................34
Part 2D.7—Ban on hedging remuneration of key management
personnel 35 2D.7.01 Hedging arrangements (Act s 206J(3)) ......................................................................35
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Chapter 2E—Related party transactions 37 2E.1.01 Small amounts given to related entity ........................................................................37
Chapter 2G—Meetings 38
Part 2G.2—Meetings of members of companies 38
Division 6—Proxies and body corporate representatives 38
2G.2.01 Authentication of appointment of proxy (Act s 250A)...............................................38
Chapter 2K—Charges 39
Part 2K.2—Registration 39 2K.2.01 Lien or charge on crop or wool, or stock mortgage, that is a
registrable security: prescribed law—subsection 262(5) of
the Act........................................................................................................................39
2K.2.02 Time period for the provisional registration of charges .............................................40
2K.2.03 Charge that is a registrable security: specified law—
paragraphs 273A(4)(b), 273B(3)(b) and 273C(3)(b) of the
Act .............................................................................................................................40
Chapter 2L—Debentures 41
Part 2L.2—Duties of borrower 41 2L.2.01 Register relating to trustees for debenture holders .....................................................41
Chapter 2M—Financial reports and audit 42
Part 2M.3—Financial reporting 42
Division 1—Annual financial reports and directors’ reports 42
2M.3.01 Disclosures required by notes to consolidated financial
statements—annual financial reports (Act s 295) ......................................................42
2M.3.03 Prescribed details (Act s 300A)..................................................................................42
Part 2M.4—Auditor 51 2M.4.01A.....................................................................Membership designations (Act s 324BE) 51
2M.4.01 Notice of appointment of auditors..............................................................................51
Part 2M.4A—Annual transparency reports for auditors 52 2M.4A.01...................................................................................................................Application 52
2M.4A.02.................................................... Content of annual transparency report (Act s 332B) 52
Part 2M.6—Modification of the operation of Chapter 2M of the
Act 53 2M.6.01 Modifications (Act s 343) ..........................................................................................53
2M.6.05 Conduct of auditor—relevant relationships ...............................................................53
Chapter 2N—Updating ASIC information about
companies and registered schemes 54
Part 2N.2—Extract of particulars 54 2N.2.01 Particulars ASIC may require in an extract of particulars
(Act s 346B)...............................................................................................................54
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Part 2N.4—Return of particulars 56 2N.4.01 Particulars ASIC may require in a return of particulars (Act s
348B) .........................................................................................................................56
Chapter 5—External administration 58
Part 5.1—Arrangements and reconstructions 58 5.1.01 Prescribed information for paragraph 411(3)(b) and
subparagraph 412(1)(a)(ii) of the Act ........................................................................58
5.1.02 Giving notice under subsection 414(2) or (9) of the Act............................................58
Part 5.2—Receivers, and other controllers, of corporations 59 5.2.01 Controller’s notice to owner or lessor of property—how
given ..........................................................................................................................59
5.2.02 Certified copies of reports..........................................................................................59
Part 5.3A—Administration of a company’s affairs with a view
to executing a deed of company arrangement 60 5.3A.01 Administrator’s notice of ending of administration ...................................................60
5.3A.02 Administrator to specify voidable transactions in statement ......................................60
5.3A.03 Administrator to lodge notice of appointment ...........................................................60
5.3A.03A ...............................................................................Notice of first meeting of creditors 60
5.3A.03AB..................................................... Notice of meeting to decide the company’s future 61
5.3A.05 Administrator’s notice to owner or lessor of property—how
given ..........................................................................................................................61
5.3A.06 Provisions included in deed of company arrangement ...............................................61
5.3A.06A ..................................................................Notice of resolution to wind up voluntarily 61
5.3A.06AB....................................................................................Notice of meeting of creditors 62
5.3A.07A ........................................................................Notice of appointment of administrator 62
Part 5.4—Winding up in insolvency 63 5.4.01 Application to Court for winding up—prescribed agency .........................................63
5.4.01A Notice of application to wind up a company..............................................................63
5.4.02 Compromise of debt by liquidator—prescribed amount ............................................63
Part 5.4C—Winding up by ASIC 64 5.4C.01 Notice of intention to order winding up of a company...............................................64
Part 5.5—Voluntary winding up 65 5.5.01 Notice of resolution to wind up voluntarily ...............................................................65
5.5.02 Notice of meeting of creditors....................................................................................65
Part 5.6—Winding up generally 66 5.6.01 Matters for entry in liquidator’s or provisional liquidator’s
books..........................................................................................................................66
5.6.02 Inspection of books kept under section 531 of the Act ..............................................66
5.6.06 Payment into liquidator’s general account .................................................................66
5.6.07 Deposit of securities...................................................................................................66
5.6.08 Delivery of securities .................................................................................................66
5.6.09 Special bank account..................................................................................................67
5.6.10 Payments out of liquidator’s general account ............................................................67
5.6.11 Application ................................................................................................................67
5.6.11A Electronic methods of giving or sending certain notices etc ......................................68
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5.6.12 Notice of meeting.......................................................................................................69
5.6.13 Proof of notice ...........................................................................................................70
5.6.13A If telephone conference facilities are available ..........................................................70
5.6.13B Persons, or their proxies or attorneys, participating by
telephone....................................................................................................................71
5.6.14 Time and place of meeting.........................................................................................71
5.6.14A Advertisement of a meeting .......................................................................................71
5.6.14B Meetings not convened in accordance with regulations.............................................72
5.6.15 Costs of convening meetings of creditors etc.............................................................72
5.6.16 Quorum......................................................................................................................72
5.6.17 Chairperson................................................................................................................73
5.6.18 Adjournment of meeting ............................................................................................74
5.6.19 Voting on resolutions.................................................................................................74
5.6.20 Taking a poll ..............................................................................................................75
5.6.21 Carrying of resolutions after a poll has been demanded at a
meeting of creditors ...................................................................................................75
5.6.22 Carrying of resolution after a poll has been demanded at a
meeting of contributories or members .......................................................................76
5.6.23 Creditors who may vote .............................................................................................76
5.6.23A Voting status of persons by whom money is advanced to a
company.....................................................................................................................77
5.6.24 Votes of secured creditors..........................................................................................77
5.6.26 Admission and rejection of proofs for purposes of voting .........................................78
5.6.27 Minutes of meeting ....................................................................................................78
5.6.28 Appointment of proxies .............................................................................................79
5.6.29 Form of proxies..........................................................................................................80
5.6.30 Instruments of proxy ..................................................................................................81
5.6.31 Proxy forms to accompany notice of meetings ..........................................................81
5.6.31A Person may attend and vote by attorney.....................................................................81
5.6.32 Liquidator etc may act as proxy .................................................................................81
5.6.33 Voting by proxy if financially interested ...................................................................82
5.6.34 Liquidator etc may appoint deputy ............................................................................82
5.6.36 Time for lodging proxies............................................................................................82
5.6.36A Facsimile copies of proxies........................................................................................82
5.6.37 Establishing title to priority........................................................................................83
5.6.39 Notice to submit particulars of debt or claim .............................................................83
5.6.40 Preparation of a proof of debt or claim ......................................................................83
5.6.41 Disclosure of security ................................................................................................83
5.6.42 Discounts ...................................................................................................................83
5.6.43 Periodical payments ...................................................................................................83
5.6.43A Debt or claim of uncertain value—appeal to Court....................................................84
5.6.44 Debt discount rate (Act s 554B).................................................................................84
5.6.45 Employees’ wages .....................................................................................................84
5.6.46 Production of bill of exchange and promissory note ..................................................84
5.6.47 Admission of debt or claim without formal proof......................................................85
5.6.48 Notice to creditors to submit formal proof.................................................................85
5.6.49 Formal proof of debt or claim ....................................................................................85
5.6.50 Contents of formal proof of debt or claim..................................................................86
5.6.51 Costs of proof.............................................................................................................86
5.6.52 Liquidator to notify receipt of proof of debt or claim ................................................86
5.6.53 Time for liquidator to deal with proofs ......................................................................86
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5.6.54 Grounds of rejection and notice to creditor................................................................87
5.6.55 Revocation or amendment of decision of liquidator ..................................................87
5.6.56 Withdrawal or variation of proof of debt or claim .....................................................88
5.6.57 Oaths..........................................................................................................................88
5.6.58 Liquidator to make out provisional list of contributories ...........................................88
5.6.59 Time and place for settlement of list ..........................................................................89
5.6.60 Settlement of list of contributories .............................................................................89
5.6.61 Supplementary list .....................................................................................................89
5.6.62 Notice to contributories..............................................................................................89
5.6.63 Dividend payable only on admission of a debt or claim ............................................90
5.6.64 Application of regulations 5.6.37 to 5.6.57................................................................90
5.6.65 Liquidator to give notice of intention to declare a dividend.......................................91
5.6.66 Time allowed for dealing with formal proof of debt or claim....................................91
5.6.67 Declaration and distribution of dividend....................................................................92
5.6.68 Rights of creditor who has not proved debt before
declaration of dividend ..............................................................................................92
5.6.69 Postponement of declaration ......................................................................................93
5.6.70 Payment of dividend to a person named ....................................................................93
5.6.70A Prescribed rate of interest on debts and claims from relevant
date to date of payment ..............................................................................................93
5.6.70B Notice of disclaimer ...................................................................................................93
5.6.71 Distribution of surplus in a winding up by the Court .................................................93
5.6.72 Distribution of surplus as directed .............................................................................94
5.6.73 Eligible unsecured creditor ........................................................................................94
5.6.74 Interpretation: prescribed countries............................................................................94
5.6.75 Publication in the prescribed manner .........................................................................94
Chapter 5B—Bodies corporate registered as
companies, and registrable bodies 96
Part 5B.2—Registrable bodies 96 5B.2.01 Certified copies of certificates of incorporation etc ...................................................96
5B.2.02 Manner of certifying constituent documents ..............................................................96
5B.2.03 Manner of sending letters (Act ss 601CC(2) and 601CL(3)) .....................................97
5B.2.04 Manner of sending notices (Act ss 601CC(3) and 601CL(4))....................................97
5B.2.05 Prescribed countries (Act s 601CDA(a)) ...................................................................97
5B.2.06 Notices (Act s 601CV(1)) ..........................................................................................97
Part 5B.3—Names of registrable Australian bodies and foreign
companies 98 5B.3.01 Availability of names (Act s 601DC).........................................................................98
5B.3.02 Consents required for use of certain letters, words and
expressions.................................................................................................................98
5B.3.03 Exemptions from requirement to set out ARBN etc on
certain documents (Act s 601DG)..............................................................................99
5B.3.04 Notices (Act s 601DH (1)) .........................................................................................99
Chapter 5C—Managed investment schemes 100
Part 5C.1—Registration of managed investment schemes 100 5C.1.01 Applying for registration..........................................................................................100
5C.1.02 Change of name of registered schemes ....................................................................100
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5C.1.03 Modification (Act s 601QB) ....................................................................................100
Part 5C.2—The responsible entity 102 5C.2.01 Duty of responsible entities’ agents—surveillance checks ......................................102
5C.2.02 Appointment of temporary responsible entities .......................................................102
5C.2.03 Form of notices (Act ss 601FL(2) and 601FM(2))...................................................102
5C.2.04 Notice of appointment of temporary responsible entities.........................................102
5C.2.05 Form of notices (Act s 601FP(3)) ............................................................................102
Part 5C.4—The compliance plan 103 5C.4.01 Agents’ authorities to be lodged ..............................................................................103
5C.4.02 Agents to assist auditors of compliance plans..........................................................103
Part 5C.5—The compliance committee 104 5C.5.01 Responsible entities etc to assist compliance committees ........................................104
Part 5C.9—Winding up 105 5C.9.01 Notice of commencement of winding up .................................................................105
Part 5C.11—Exemptions and modifications 106
Division 1—Exemptions 106
5C.11.01Certain schemes not managed investment schemes .................................................106
Division 2—Modifications 109
5C.11.02Modifications...........................................................................................................109
5C.11.03Register of members of registered schemes (Act s 169(1))......................................109
5C.11.03A.....................................................................How to work out the value of an interest 109
5C.11.04Names of registered schemes (Act s 601EB(1)).......................................................109
5C.11.05A.................................................Schemes not required to be registered (Act s 601ED) 109
5C.11.06Liability of responsible entities (Act s 601FB(4))....................................................109
Chapter 5D—Licensed trustee companies 110
Part 5D.1—Preliminary 110 5D.1.01 Prescribed requirements for publication...................................................................110
5D.1.01A ........................................................................................ Meaning of trustee company 110
5D.1.02 Meaning of traditional trustee company services and estate
management functions .............................................................................................110
5D.1.03 Meaning of mortgage-backed security.....................................................................112
5D.1.04 Interaction between trustee company provisions and State
and Territory laws ....................................................................................................113
Part 5D.2—Powers etc of licensed trustee companies 114
Division 2.1—Annual Information Returns 114
5D.2.01 Obligation on licensed trustee company to provide an annual
information return if requested.................................................................................114
5D.2.02 Information to be included in annual information return .........................................115
Division 2.2—Common funds 116
5D.2.03 Common funds.........................................................................................................116
5D.2.04 Establishment of common funds ..............................................................................116
5D.2.05 Deciding details about common funds .....................................................................116
5D.2.06 Operation of common funds ....................................................................................117
5D.2.07 Register of investments............................................................................................119
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5D.2.08 Financial reports ......................................................................................................119
Part 5D.3—Regulation of fees charged by licensed trustee
companies 121 5D.3.01 Modification of section 601TAB of the Act: disclosure to
clients of changed fees .............................................................................................121
Part 5D.4—Obligations of receiving company after transfer 122 5D.4.01 Preserving rights under dispute resolution systems and
compensation arrangements .....................................................................................122
Chapter 6—Takeovers 123
Part 6.2—Exceptions to the prohibition 123 6.2.01 Prescribed circumstances (Act s 611) ......................................................................123
6.2.02 Other prescribed circumstances (Act s 611).............................................................124
Part 6.5—The takeover procedure 125 6.5.01 Wholesale holder of securities—telephone monitoring
during bid period......................................................................................................125
Part 6.6—Variation of offers 126 6.6.01 Right to withdraw acceptance ..................................................................................126
Part 6.8—Acceptances 127 6.8.01 Acceptance of offers made under off-market bid.....................................................127
6.8.02 Acceptances by transferees and nominees of offers made
under off-market bid ................................................................................................127
Part 6.10—Review and intervention 128 6.10.01 Application for review of Panel decision (Act s 657EA) .........................................128
Chapter 6A—Compulsory acquisitions and buy-outs 129
Part 6A.1—Compulsory acquisitions and buy-outs after
takeover bid 129 6A.1.01 Terms on which securities to be acquired ................................................................129
Chapter 6CA—Continuous disclosure 130 6CA.1.01............................................................Continuous disclosure: other disclosing entities 130
Chapter 6D—Fundraising 131
Part 6D.2—Disclosure to investors about securities 131 6D.2.01 Exemption—member shares ....................................................................................131
6D.2.02 Exemption—foreign companies...............................................................................131
6D.2.03 Sophisticated investors.............................................................................................131
6D.2.04 Simple corporate bonds—base prospectus...............................................................131
6D.2.05 Simple corporate bonds—offer-specific prospectus.................................................134
6D.2.06 Simple corporate bonds—key financial ratios relevant to
issuing body .............................................................................................................136
Part 6D.5—Fundraising—miscellaneous 138 6D.5.01 Warrants that are securities ......................................................................................138
6D.5.02 Modification of paragraph 708(8)(c) of the Act: renewal
period for accountants’ certificates ..........................................................................138
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Introductory Chapter 1
Miscellaneous Part 1.0
Regulation 1.0.01
Corporations Regulations 2001 1
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Note about these Regulations
These Regulations are made under the Corporations Act 2001. To assist users of these
Regulations, these Regulations follow, as far as possible, the drafting style, structure and
numbering of the Corporations Regulations 1990 that were made under the Corporations Act
1989. Because some provisions of the Corporations Regulations 1990 are not remade in these
Regulations, some gaps appear in the numbering of these Regulations. Also, the drafting style
departs in minor ways from that used in the Corporations Regulations 1990.
Chapter 1—Introductory
Part 1.0—Miscellaneous
1.0.01 Name of Regulations
These Regulations are the Corporations Regulations 2001.
1.0.02 Interpretation
(1) In these Regulations:
ABN (Australian Business Number) has the meaning given by section 41 of the
A New Tax System (Australian Business Number) Act 1999.
ACH means Australian Clearing House Pty Limited.
Act means the Corporations Act 2001.
agent means a person appointed under subsection 601CG (1) of the Act.
approved deposit fund (or ADF) has the same meaning as in the SIS Act.
approved foreign bank:
(a) in relation to a participant of a licensed market, means a bank:
(i) established by or under the law of a foreign country; and
(ii) in relation to which there is in force an approval given by the market
licensee in accordance with its operating rules or by ASIC under the
market integrity rules; and
(b) in relation to a financial services licensee other than a participant of a
licensed market, means a bank:
(i) regulated by an overseas regulator; and
(ii) in relation to which there is in force an approval given by ASIC for
the purposes of this definition.
approved form, in relation to a provision of the Act or of these Regulations,
means the form that is approved under paragraph 350 (1)(b) of the Act for use for
that provision.
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Chapter 1 Introductory
Part 1.0 Miscellaneous
Regulation 1.0.02
2 Corporations Regulations 2001
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associated provisions, in relation to provisions (the core provisions) of the
relevant old legislation as in force at a particular time, include (but are not
limited to):
(a) any regulations or other instruments that are or were in force for the
purposes of any of the core provisions at that time; and
(b) any interpretation provisions that apply or applied in relation to any of the
core provisions at that time (whether or not they also apply or applied for
other purposes); and
(c) any provisions relating to liability (civil or criminal) that apply or applied
in relation to any of the core provisions at that time (whether or not they
also apply or applied for other purposes); and
(d) any provisions that limit or limited, or that otherwise affect or affected, the
operation of any of the core provisions at that time (whether or not they
also limit or limited, or affect or affected, the operation of other
provisions).
ASTC means ASX Settlement and Transfer Corporation Pty Limited.
ASTC certificate cancellation provisions means the provisions of the ASTC
operating rules that deal with:
(a) the cancellation of certificates or other documents of title to Division 4
financial products; and
(b) matters incidental to the cancellation of those certificates or documents.
ASTC-regulated transfer means a transfer of a Division 4 financial product:
(a) within the meaning of:
(i) Division 4 of Part 7.11 of the Act; and
(ii) regulations relating to transfer made for sections 1074A and 1074E of
the Act; and
(b) that is effected through ASTC; and
(c) that, according to the ASTC operating rules, is an ASTC-regulated transfer.
benefit fund has the meaning given by section 16B of the Life Insurance Act
1995.
building society has the same meaning as in section 16 of the RSA Act.
capital guaranteed, for a superannuation product or an RSA product, means that
the contributions and accumulated earnings may not be reduced by a negative
investment return or a reduction in the value of an asset in which the product is
invested.
capital guaranteed fund means a public offer superannuation fund, or a sub-fund
of a public offer superannuation fund, that has the following characteristics:
(a) its investments comprise 1 or more of the following only:
(i) deposits with an ADI;
(ii) investments in a capital guaranteed superannuation product or RSA
product;
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(b) the contributions and accumulated earnings of its members cannot be
reduced by negative investment returns (within the meaning of
subregulation 5.01(1) of the SIS Regulations) or by any reduction in the
value of its assets.
capital guaranteed member means a member whose interest in a public offer
superannuation fund is fully invested in a capital guaranteed fund.
carbon abatement contract has the same meaning as in the Carbon Credits
(Carbon Farming Initiative) Act 2011.
choice product has the same meaning as in the SIS Act.
CPI means the Consumer Price Index number (being the weighted average of the
8 capital cities) published by the Australian Bureau of Statistics.
Division 3 asset means:
(a) shares mentioned in paragraph 1073A(1)(a) of the Act; or
(b) debentures mentioned in paragraph 1073A(1)(b) of the Act; or
(c) interests in a registered scheme mentioned in paragraph 1073A(1)(c) of the
Act; or
(ca) a CGS depository interest mentioned in paragraph 1073A(1)(da) of the
Act; or
(d) securities mentioned in paragraph 1073A(1)(e) of the Act.
Division 3 rights means:
(a) rights mentioned in paragraph 1073A(1)(d) of the Act; and
(b) rights related to securities mentioned in paragraph 1073A(1)(e) of the Act.
Division 3 securities means Division 3 assets and Division 3 rights.
Division 4 financial product has the meaning given by regulation 7.11.03.
enduring power of attorney means an enduring power of attorney that complies
with a law of a State or Territory.
Exchange body means:
(a) Australian Stock Exchange Limited; or
(b) a subsidiary of Australian Stock Exchange Limited.
excluded ADF has the same meaning as in the SIS Act.
exempt public sector superannuation scheme (EPSSS) has the same meaning as
in the SIS Act.
financial business means a business that:
(a) consists of, or includes, the provision of financial services; or
(b) relates wholly or partly to the provision of financial services.
form means an approved form or a prescribed form.
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friendly society has the meaning given by section 16C of the Life Insurance Act
1995.
FSR commencement means the commencement of item 1 of Schedule 1 to the
Financial Services Reform Act 2001.
generic MySuper product: a class of beneficial interest in a superannuation
entity is a generic MySuper product if:
(a) the superannuation entity is a regulated superannuation fund; and
(b) the RSE licensee of the fund (within the meaning of the SIS Act) is
authorised to offer that class of beneficial interest in the fund as a MySuper
product under section 29T of the SIS Act; and
(c) the RSE licensee of the fund (within the meaning of the SIS Act) is not
authorised to offer that class of beneficial interest in the fund as a MySuper
product because section 29TA or 29TB of the SIS Act is satisfied in
relation to the class.
income stream financial product means an annuity or other facility that is a
financial product which provides an income stream, including:
(a) an income stream that is an investment life insurance product; or
(b) an income designated under section 9 of the Social Security Act 1991 or
section 5H of the Veterans’ Entitlements Act 1986;
but does not include any of the following:
(c) a financial product under paragraph 764A(1)(ba) of the Act;
(d) anything that is not a financial product under section 765A of the Act;
(e) available money;
(f) deposit money;
(g) a managed investment product;
(h) a security;
(i) a loan that has not been repaid in full;
(j) gold, silver or platinum bullion.
Note: In accordance with subsections 761G(6) and (7) of the Act, superannuation products
and RSA products are not income stream financial products.
investment-based financial product means:
(a) a financial product under section 763B of the Act; or
(b) a financial product under paragraph 764A(1)(ba) or (j) of the Act; or
(c) a financial product under paragraph 764A(1)(m) of the Act that is specified
to be an investment-based financial product; or
(d) a security; or
(e) a managed investment product; or
(f) an investment life insurance product; or
(g) a deposit product; or
(ga) a carbon unit;
(gb) an Australian carbon credit unit;
(gc) an eligible international emissions unit;
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but does not include any of the following:
(h) anything that is not a financial product under section 765A of the Act;
(i) an income stream financial product.
Note: In accordance with subsections 761G(6) and (7) of the Act, superannuation products
and RSA products are not income stream financial products.
Lloyd’s has the same meaning as in the Insurance Act 1973.
margin loan, or margin lending, means a standard margin lending facility.
medical indemnity insurance product means an arrangement:
(a) under which medical indemnity cover is provided to:
(i) a medical practitioner as defined in section 4 of the Medical Indemnity
(Prudential Supervision and Product Standards) Act 2003; or
(ii) a registered health professional prescribed by the Medical Indemnity
(Prudential Supervision and Product Standards) Regulations 2003 for
a provision of Part 3 of the Medical Indemnity (Prudential
Supervision and Product Standards) Act 2003; and
(b) to which the Medical Indemnity (Prudential Supervision and Product
Standards) Act 2003 applies.
minor fee, for a margin loan, means a fee or cost for the margin loan that does
not relate to the ordinary acquisition, operation or closure of the loan and which
is less than $10.
MySuper product has the same meaning as in the SIS Act.
non-cash payment financial product means a financial product under
section 763D of the Act, other than:
(a) a derivative; or
(b) a financial product under paragraph 764A(1)(k) of the Act; or
(c) anything that is not a financial product under section 765A of the Act.
non-Division 3 securities means financial products to which Division 3 or 4 of
Part 7.11 of the Act applies because of a declaration made by ASIC under
paragraph 1075A(1)(b) of the Act.
old Corporations Act means the Corporations Act 2001 as in force immediately
before the FSR commencement.
policy committee has the same meaning as in the SIS Act.
pooled superannuation trust (or PST) has the same meaning as in the SIS Act.
pre-FSR securities means securities defined in subsection 92(3) of the old
Corporations Act.
preserved benefits means preserved benefits under:
(a) Subdivision 6.1.2 of the SIS Regulations; or
(b) Subdivision 4.1.2 of the RSA Regulations.
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proper ASTC transfer means:
(a) an ASTC-regulated transfer of a Division 4 financial product effected:
(i) through the prescribed CS facility operated by the ASTC; and
(ii) in accordance with the operating rules of the ASTC; and
(b) an ASTC-regulated transfer that the ASTC, in accordance with its
operating rules, determines:
(i) to comply substantially with the applicable provisions of those
operating rules; and
(ii) to be taken to be, and always to have been, a proper ASTC transfer.
public offer entity has the same meaning as in the SIS Act.
public offer superannuation fund has the same meaning as in the SIS Act.
qualifying gas exchange product means an arrangement for the physical
delivery of natural gas or related goods or services, including pipeline capacity.
qualifying gas trading exchange means a facility:
(a) established by the Australian Energy Market Operator Limited (ACN
072 010 327) exercising its functions under subsection 91BRK(1) of the
National Gas Law set out in the Schedule to the National Gas (South
Australia) Act 2008 (SA); and
(b) through which persons may elect to buy and sell natural gas or related
goods or services (including pipeline capacity).
registration number means:
(a) for a company—the number allotted to the company under
paragraph 118(1)(a) or 601BD(1)(a) of the Act; or
(b) for a registered body—the number allotted to it under section 601CB or
601CE of the Act; or
(c) for an auditor—the number allotted to a person on registration of that
person as an auditor.
regulated superannuation fund has the same meaning as in the SIS Act.
restricted non-preserved benefits means restricted non-preserved benefits under:
(a) Subdivision 6.1.3 of the SIS Regulations; or
(b) Subdivision 4.1.3 of the RSA Regulations.
retirement savings account has the same meaning as in the RSA Act.
risk-based financial product means:
(a) a financial product under section 763C of the Act; or
(b) a life risk insurance product;
but does not include any of the following:
(c) a derivative;
(d) anything that is not a financial product under section 765A of the Act.
Note: In accordance with subsections 761G(5) and (7) of the Act, general insurance products
are not risk-based financial products.
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RSA Act means the Retirement Savings Accounts Act 1997.
RSA Regulations means the Retirement Savings Accounts Regulations 1997.
settlement documents, in relation to a transaction, means:
(a) if the agreement for the transaction has not been discharged—documents
the supply of which in accordance with the agreement is sufficient to
discharge the obligations of the seller under the agreement, in so far as the
obligations relate to the supply of documents in connection with the
transaction; or
(b) if the agreement for the transaction has been discharged, whether by
performance or otherwise—documents the supply of which in accordance
with the agreement would, if the agreement had not been discharged, be
sufficient to discharge the obligations of the seller under the agreement, in
so far as the obligations relate to the supply of documents in connection
with the transaction.
simple managed investment scheme means a registered management investment
scheme which is or was offered because it meets 1 of the following requirements:
(a) the scheme invests at least 80% of its assets in money in an account with a
bank on the basis that the money is available for withdrawal:
(i) immediately during the bank’s normal business hours; or
(ii) at the end of a fixed-term period that does not exceed 3 months;
(b) the scheme invests at least 80% of its assets in money on deposit with a
bank on the basis that the money is available for withdrawal:
(i) immediately during the bank’s normal business hours; or
(ii) at the end of a fixed-term period that does not exceed 3 months;
(c) the scheme invests at least 80% of its assets under 1 or more arrangements
by which the responsible entity of the scheme can reasonably expect to
realise the investment, at the market value of the assets, within 10 days.
SIS Act means the Superannuation Industry (Supervision) Act 1993.
SIS Regulations means the Superannuation Industry (Supervision)
Regulations 1994.
sub-plan, in relation to a regulated superannuation fund, means a segment of the
fund comprising a member or members of the fund, being a sub-plan that the
trustee determines should be made.
successor fund has the same meaning as in the SIS Regulations.
superannuation entity has the same meaning as in the SIS Act.
superannuation interest has the same meaning as in the SIS Act.
superannuation lump sum has the meaning given by subsection 995-1(1) of the
Income Tax Assessment Act 1997.
superannuation scheme means a complying superannuation fund within the
meaning of subsection 995-1(1) of the Income Tax Assessment Act 1997.
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superannuation-sourced money means money in relation to which:
(a) the provider of a financial service knows that the money:
(i) will be paid to a person as a superannuation lump sum by the trustee
of a regulated superannuation fund; or
(ii) has been paid as an eligible termination payment (within the meaning
of these Regulations as in force immediately before 1 July 2007) or as
a superannuation lump sum at any time during the previous 6 months;
or
(b) the provider of the financial service ought reasonably to know that fact.
trustee in relation to a superannuation scheme, includes a person responsible for
the administration and management of the scheme.
unrestricted non-preserved benefits means unrestricted non-preserved benefits
under:
(a) Subdivision 6.1.4 of the SIS Regulations; or
(b) Subdivision 4.1.4 of the RSA Regulations.
warrant means a financial product:
(a) that is:
(i) a derivative under section 761D of the Act; or
(ii) a financial product that would, apart from the effect of
paragraph 761D(3)(c) of the Act, be a derivative for section 761D of
the Act, and is excluded by that paragraph only because:
(A) it is a security under paragraph (c) of the definition of
security in section 761A of the Act; or
(B) it is a legal or equitable right or interest mentioned in
subparagraph 764A(1)(b)(ii) of the Act; or
(C) it is a legal or equitable right or interest mentioned in
subparagraph 764A(1)(ba)(ii) of the Act; and
(b) that is transferable.
(2) In these Regulations, a reference to a form by number is a reference to the form
so numbered in Schedule 2.
1.0.02A Prescribed financial market
For the definition of prescribed financial market in section 9 of the Act, the
following financial markets are prescribed:
(a) Asia Pacific Exchange Limited;
(b) ASX Limited;
(c) Chi-X Australia Pty Ltd;
(d) National Stock Exchange of Australia Limited;
(e) SIM Venture Securities Exchange Ltd.
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1.0.03 Prescribed forms (Act s 350)
(1) A form in Schedule 2 mentioned in an item in column 4 of Schedule 1 is
prescribed for the provision of the Act, or of these Regulations, that is specified
in the item in column 2.
Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC
in a prescribed form must:
(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and
(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.
(2) In a form, unless the contrary intention appears, a reference to a Chapter, Part,
Division, section, subsection, paragraph or subparagraph is a reference to that
Chapter, Part, Division, section, subsection, paragraph or subparagraph of the
Act.
1.0.03A Documents that must be in the prescribed form
A document mentioned in the table under a provision of the Act mentioned in the
table must be in the prescribed form.
Item Document Provision of the Act
1A Certificate to the effect that all documents accompanying a notice
lodged under section 263 or 264 of the Act have been duly
stamped as required by any applicable law relating to stamp duty
Paragraph 265(4)(b)
1B Notice stating that a person other than the original chargee has
become the holder of a registrable charge on property of a
company
Subsection 268(1)
1C Notice setting out particulars of a variation in the terms of a
registrable charge on property of a company
Subsection 268(2)
1 Notice of appointment to administer a compromise or arrangement Subsection 415(1)
2 Notice that an order for the appointment of a receiver of property
has been obtained or of the appointment of a receiver
Paragraph 427(1)(a)
3 Notice of the appointment of a person to enter into possession or
take control of the property of a corporation
Paragraph 427(1A)(a)
4 Notice of entering into possession or taking control Paragraph 427(1B)(a)
5 Notice that the person has ceased to be a controller Paragraph 427(4)(a)
6 Written notice stating that a company is taken to have passed a
resolution to wind up the company
Paragraph 446A(5)(a)
7 Notice of the appointment of an administrator Paragraph 450A(1)(a)
8 Notice of failure to execute deed of company arrangement Paragraph 450C(a)
9 Notice of termination of deed of company arrangement Paragraph 450D(a)
10 Notice of filing of application to wind up a company Paragraph 470(1)(a)
11 Notice of making of order to wind up a company Paragraph 470(1)(b)
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Item Document Provision of the Act
12 Notice of withdrawal or dismissal of application to wind up a
company
Paragraph 470(1)(c)
13 Return of the holding of a meeting with account attached Subsection 509(3) or
(4)
14 Statement in writing verifying an account or statement Paragraph 539(1)(a) or
(b)
15 Written notice disclaiming property Subsection 568A(1)
Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC
in a prescribed form must:
(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and
(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.
On 1 July 2007, forms for the documents mentioned in the table are not prescribed in
these Regulations.
1.0.03B Documents that must be lodged with ASIC
A document mentioned in an item in the table for a provision mentioned in the
item must be lodged:
(a) with ASIC; and
(b) if the document is mentioned for subsection 430(1) of the Act—by a
controller, within 7 days of the controller receiving a report under that
subsection.
Item Document Provision of the Act
1 Statement in writing in the prescribed form verifying a report
about the affairs of a company
Subsection 430(1) or
475(1) or (2)
2 Report about the affairs of a company Subsection 430(1)
Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC
in a prescribed form must:
(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and
(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.
On 23 December 2004, forms for the documents mentioned in item 1 of the table are
not prescribed in these Regulations.
1.0.03C Documents that must be in a form approved by ASIC
A document mentioned in the table under a provision of the Act mentioned in the
table must be in a form approved by ASIC (if a form has been approved).
Item Document Provision of the Act
1 Statement about the company’s business, property, affairs and
financial circumstances
Subsection 438B(2)
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Item Document Provision of the Act
2 Report about a company’s business, property, affairs and
financial circumstances
Paragraph 439A(4)(a)
3 Notice of termination of deed of company arrangement Paragraph 450D(b)
Note: The documents mentioned in the table are not required to be lodged with ASIC under
the Act, and are not documents to which section 350 of the Act applies.
1.0.04 Directions and instructions in forms
A form must be completed in accordance with the directions and instructions
specified in the form.
1.0.05 Documents and information required by forms
(1) If a form requires:
(a) the lodging of a document; or
(b) the giving of information:
(i) by completing the form in the prescribed manner; or
(ii) by supplying or completing another document;
the document or information is taken to be the document or information required
for the provision of the Act or of these Regulations for which the form is
approved under paragraph 350(1)(b) of the Act or included in Schedule 2.
(2) If the Act requires particulars to be provided by the giving of information in a
form, the particulars included in the form are taken to be the particulars required:
(a) if the form is an approved form—for the provision of the Act for which the
form is approved under paragraph 350(1)(b) of the Act; and
(b) if the form is a prescribed form—for the provision of the Act for which the
form is included in Schedule 2.
1.0.05A Lodgment with ASIC
(1) For the definition of lodge with ASIC in section 761A of the Act, the definition
relates to each provision of Chapter 7 of the Act that includes the expression
lodge with ASIC.
(2) For paragraph 1364(2)(c) of the Act:
(a) a statement that is to be given to ASIC in accordance with
subsection 912C(1) of the Act may be lodged with ASIC in the prescribed
form; and
(b) a report that is to be given to ASIC in accordance with subsection 912D(1)
of the Act may be lodged with ASIC in the prescribed form; and
(c) written notice that is to be given to ASIC in accordance with
subsection 912D(2) of the Act may be lodged with ASIC in the prescribed
form; and
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(d) information that is to be given to ASIC in accordance with
subsection 912E(2) of the Act may be lodged with ASIC in the prescribed
form; and
(e) information that is to be provided to ASIC in accordance with
paragraph 913B(1)(ca) of the Act may be lodged with ASIC in the
prescribed form; and
(f) a document that is to be lodged with ASIC for Part 10.2 of the Act must be
lodged in the prescribed form.
1.0.06 Annexures accompanying forms
(1) In this regulation:
annexure includes a document that is with a form.
(2) An annexure to a form must:
(a) have an identifying mark; and
(b) be endorsed with the words:
‘This is the annexure of (insert the number of pages) pages marked (insert
an identifying mark) mentioned in the (insert a description of the form)
signed by (insert ‘me’ or ‘us’) and dated (insert the date of signing)’; and
(c) be signed by each person signing the form to which the document is
annexed.
(3) The pages in an annexure must be numbered consecutively.
(4) If a form has a document annexed, the following particulars of the annexure must
be written on the form:
(a) the identifying mark; and
(b) the number of pages.
1.0.07 General requirements for documents
Unless ASIC otherwise approves, a document to be lodged must:
(a) be on white or light pastel colour paper:
(i) of international A4 size; and
(ii) of medium weight and good quality; and
(b) be clearly printed or written in black or dark blue in a manner that is
permanent and will make possible a reproduction, by photographic,
computerised or other electronic means that is satisfactory to ASIC; and
(c) not be a carbon copy or a copy reproduced by any spirit duplication
method; and
(d) subject to paragraph (h), have margins of not less than 10 millimetres on all
sides; and
(e) if it comprises 2 or more sheets, be fastened together securely in the top
left-hand corner; and
(f) display on the first page of the document or, if the document is a single
sheet, on that sheet:
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(i) subject to regulation 7.6.03:
(A) the ACN, ARBN or ARSN of the corporation or managed
investment scheme; or
(B) if the last 9 digits of its ABN are the same, and in the same
order, as the last 9 digits of its ACN, ARBN or ARSN (if the
corporation or managed investment scheme has an ACN,
ARBN or ARSN)—its ABN; and
(ii) the name of the corporation or managed investment scheme; and
(iii) the title of the document; and
(iv) the section number of the Act under which the document is being
lodged; and
(g) have the following information at the top left-hand of the first sheet:
(i) registered agent number (if any); and
(ii) lodging party or agent name; and
(iii) address; and
(iv) telephone number; and
(v) facsimile number (if any); and
(vi) DX number and applicable suburb or city (if any); and
(h) at the top right-hand of the first sheet, have a blank space that measures 35
millimetres from the top of the page and 65 millimetres from the right-hand
side of the page; and
(j) if the document is a form relating to a no liability company, be completed
by inserting the words ‘No Liability’ in place of the word ‘Limited’; and
(k) in the case of an unlimited company, have the word ‘Limited’ omitted; and
(l) if the document contains maps or charts on which areas have been
distinguished by colour, also distinguish those areas by hatching,
numbering or lettering.
1.0.08 Information to accompany financial documents lodged for financial years
A document lodged under subsection 319(1) of the Act for a financial year must
be accompanied by the approved form setting out the following information:
(a) if the disclosing entity is a company:
(i) the ACN of the company or, if the last 9 digits of its ABN are the
same, and in the same order, as the last 9 digits of its ACN, the ABN
of the company; and
(ii) the dates on which the financial year to which the document relates
begins and ends; and
(iii) a statement of certification in accordance with regulation 1.0.16; or
(b) if the disclosing entity is a body (other than a company):
(i) the ARBN of the body or, if the last 9 digits of its ABN are the same,
and in the same order, as the last 9 digits of its ARBN, the ABN of the
body; and
(ii) the dates on which the financial year to which the document relates
begins and ends; and
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(iii) a statement of certification in accordance with regulation 1.0.16; or
(c) if the disclosing entity is a registered scheme:
(i) the ARSN of the scheme or, if the last 9 digits of its ABN are the
same, and in the same order, as the last 9 digits of its ARSN, the ABN
of the scheme; and
(ii) the dates of the beginning and end of the half-year to which the
document relates; and
(iii) the name of the responsible entity of the scheme and the name of the
scheme; and
(iv) a statement of certification in accordance with regulation 1.0.16.
1.0.09 Information to accompany financial documents etc lodged for half-years
A document lodged under section 320 of the Act for a half-year must be
accompanied by the approved form setting out the following information:
(a) if the disclosing entity is a company:
(i) the ACN of the company or, if the last 9 digits of its ABN are the
same, and in the same order, as the last 9 digits of its ACN, the ABN
of the company; and
(ii) the dates on which the half-year to which the document relates begins
and ends; and
(iii) a statement of certification in accordance with regulation 1.0.16; or
(b) if the disclosing entity is a body (other than a company):
(i) the ARBN of the body or, if the last 9 digits of its ABN are the same,
and in the same order, as the last 9 digits of its ARBN, the ABN of the
body; and
(ii) the dates on which the half-year to which the document relates begins
and ends; and
(iii) a statement of certification in accordance with regulation 1.0.16; or
(c) if the disclosing entity is a registered scheme:
(i) the ARSN of the scheme or, if the last 9 digits of its ABN are the
same, and in the same order, as the last 9 digits of its ARSN, the ABN
of the scheme; and
(ii) the dates of the beginning and end of the half-years to which the
document relates; and
(iii) the name of the responsible entity of the scheme and the name of the
scheme; and
(iv) a statement of certification in accordance with regulation 1.0.16.
1.0.10 Continuous disclosure notices
A document lodged under section 1001B of the Act must be accompanied by
Form 1003 setting out the following information:
(a) if the disclosing entity is a body:
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(i) the ACN or ARBN of the body or, if the last 9 digits of its ABN are
the same, and in the same order, as the last 9 digits of its ACN or
ARBN, the ABN of the body; and
(ii) a statement of certification in accordance with regulation 1.0.16; or
(b) if the disclosing entity is a registered scheme:
(i) the ARSN of the scheme or, if the last 9 digits of its ABN are the
same, and in the same order, as the last 9 digits of its ARSN, the ABN
of the scheme; and
(ii) the name of the responsible entity of the scheme and the name of the
scheme; and
(iii) a statement of certification in accordance with regulation 1.0.16.
1.0.11 Certain documents to be signed by personal representatives etc
Unless these Regulations state otherwise, a document relating to a corporation
that is a proprietary company to which section 201F of the Act applies that does
not have a director or secretary must be signed by the personal representative or
trustee mentioned in that section.
1.0.12 Form of notice of resolution
A copy of a resolution lodged under subsection 136(5), 157(2), 162(3), 246F(3),
254H(4), 254N(2), 256C(3), 260B(7), 461(2), 506(1B), 507(11) or 510(1A) of
the Act must be set out in, or annexed to, a notice in accordance with the
approved form.
1.0.13 Time for lodging documents
If:
(a) a document must be lodged; and
(b) the period within which the document must be lodged is not prescribed;
the document must be lodged:
(c) if paragraph (d) does not apply—within one month; or
(d) if the document is to be lodged by a foreign company and ASIC allows a
further period because of special circumstances—that further period;
after the happening of the event to which the document relates.
1.0.14 Address of registered office or place of business
If notice must be given under these Regulations of:
(a) the address of an office or a proposed office; or
(b) the address of a place of business;
of a corporation or a person, the notice must include:
(c) if applicable, the number of the room in which; and
(d) if applicable, the number of the floor or level on which; and
(e) the place in Australia in which;
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Chapter 1 Introductory
Part 1.0 Miscellaneous
Regulation 1.0.15
16 Corporations Regulations 2001
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the office or place of business is, or is to be, situated.
1.0.15 Affidavits and statements in writing
(1) An affidavit or statement in writing must be sworn or made, on behalf of a
corporation, by a director or a secretary of the corporation.
(2) If an affidavit is sworn outside Australia, the affidavit is sufficient if it appears to
be sworn in accordance with the requirements of the law of that place.
1.0.16 Certification and verification of certain documents
A document relating to a corporation or managed investment scheme that is to be
certified or verified must be certified or verified in the approved form and signed
by:
(a) a director or secretary of the corporation, or of the responsible entity of the
scheme, who resides in Australia or an external territory; or
(b) an agent of the corporation or entity or, if the agent is a company, a director
or secretary of the company who resides in Australia or an external
territory.
1.0.17 Documents signed or sworn in accordance with the rules
(1) A document that is signed in accordance with the rules is taken to have been
signed in accordance with regulation 1.0.11.
(2) An affidavit or statement that is sworn or made in accordance with the rules is
taken to have been sworn or made in accordance with regulation 1.0.15.
1.0.18 Prescribed provisions (Act s 53)
For section 53 of the Act, the following provisions of the Act are prescribed:
(a) section 657A;
(b) paragraphs 12(2)(b) and (c) of the Act.
1.0.20 Copies of orders to be lodged
A person who obtains an order of the Court under or for:
(c) subsection 266(4); or
(d) section 274; or
(e) subsection 484(1); or
(ea) paragraph 484(2)(c); or
(f) section 583; or
(g) section 585; or
(h) section 601ND; or
(j) section 1322;
of the Act, must lodge an office copy of the order with ASIC.
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Introductory Chapter 1
Miscellaneous Part 1.0
Regulation 1.0.21
Corporations Regulations 2001 17
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1.0.21 Identification of lodged orders
If an order or copy of an order of a court is lodged with ASIC, it must be
accompanied by a cover page in Form 105 identifying the legislative provision or
other law under which the order was made and the nature of the order.
1.0.22 Territorial application of Act
For subsection 5(9) of the Act, each of the external Territories is included in this
jurisdiction for the purposes of Chapter 7 of the Act (other than Parts 7.2 to 7.5
and Part 7.11) in relation to:
(a) a superannuation product within the meaning of section 761A of the Act;
and
(b) an RSA product within the meaning of section 761A of the Act; and
(c) a financial service that relates to a superannuation product within the
meaning of section 761A of the Act; and
(d) a financial service that relates to an RSA product within the meaning of
section 761A of the Act.
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Chapter 1 Introductory
Part 1.1 Prescribed amounts
Regulation 1.1.01
18 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 1.1—Prescribed amounts
1.1.01 Prescribed amounts
The amount specified in an item in column 3 of Schedule 4 is prescribed in
relation to the matter specified in the item in column 2.
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Introductory Chapter 1
Interpretation Part 1.2
General Division 1
Regulation 1.2.01
Corporations Regulations 2001 19
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Part 1.2—Interpretation
Division 1—General
1.2.01 Remuneration recommendations (Act s 9B)
For paragraph 9B(2)(f) of the Act, a recommendation, or advice or information,
provided in relation to one or more members of the key management personnel
for a company by an employee of a company within the same consolidated
entity, is not a remuneration recommendation.
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Chapter 1 Introductory
Part 1.2A Disclosing entities
Regulation 1.2A.01
20 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 1.2A—Disclosing entities
1.2A.01 Securities declared not to be ED securities
For section 111AJ of the Act, the following securities are declared not to be ED
securities:
(a) securities of a body that, under the listing rules of the Australian Stock
Exchange Limited, is an exempt foreign entity; or
(b) securities that are quoted on Australian Bloodstock Exchange Limited.
1.2A.02 Foreign companies issuing securities under foreign scrip offers etc
exempt from disclosing entity provisions
(1) For section 111AS of the Act, a foreign company is exempt from the disclosing
entity provisions in respect of ED securities under section 111AG of the Act if:
(a) the company issues the securities in connection with a foreign takeover bid
or foreign scheme of arrangement; and
(b) the securities issued are, at the time of issue, securities in a class of
securities quoted on an approved foreign exchange; and
(c) the terms and conditions of the issue to citizens and Australian permanent
residents are the same as those applying to each other person receiving
securities that are in the same class; and
(d) the same notices, documents or other information (or, where applicable, an
English translation of these) (modified, if necessary, to include any
additional information for the purposes of complying with Chapter 6D of
the Act) are given to Australian citizens or permanent residents as are
given to each other person; and
(e) the notices, documents and other information are given to Australian
citizens and permanent residents at the same time, or as soon as practicable
after, they are given to those other persons; and
(f) in relation to the issue—the company complies with all legislative and
stock exchange requirements in the place in which is located:
(i) the approved foreign exchange; or
(ii) if more than one—the principal approved exchange;
on which the company’s securities are quoted.
(2) In this regulation:
approved foreign exchange includes:
(a) American Stock Exchange Inc.;
(b) New York Stock Exchange Inc.;
(c) New Zealand Stock Exchange;
(d) The Stock Exchange of Hong Kong Ltd;
(e) Stock Exchange of Singapore Limited;
(f) The Amsterdam Stock Exchange;
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Introductory Chapter 1
Disclosing entities Part 1.2A
Regulation 1.2A.03
Corporations Regulations 2001 21
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(g) the Frankfurt Stock Exchange;
(h) The International Stock Exchange of the United Kingdom and the Republic
of Ireland Limited;
(i) the Milan Stock Exchange;
(j) the NASDAQ National Market;
(k) the Paris Bourse;
(l) the Tokyo Stock Exchange;
(m) the Toronto Stock Exchange;
(n) the Zurich Stock Exchange.
foreign scheme of arrangement means a compromise or arrangement that is
subject to court approval under subsection 411(6) of the Act, between:
(a) a foreign company and a class of its creditors; or
(b) a foreign company and a class of its members.
foreign takeover bid means a bid to acquire some or all of the securities of:
(a) all holders of a class of securities of a foreign company; or
(b) all holders of those securities except the bidder or the bidder and associates
of the bidder.
1.2A.03 Foreign companies issuing securities under employee share scheme
exempt from the disclosing entity provisions
(1) For section 111AS of the Act, a foreign company is exempt from the disclosing
entity provisions in respect of an offer of shares in the company for issue or sale:
(a) that is made to employees of the company, or of an associated body
corporate, under an employee share scheme; and
(b) in relation to which a disclosure document is lodged with ASIC.
(2) Subregulation (1) is not affected by any action of an employee, the result of
which is that another person who is not an employee acquires an interest in a
share issued under the employee share scheme.
(3) For this regulation:
(a) an employee share scheme is a scheme under which a company offers for
issue or sale shares (or options over issued shares) in the company only to a
person who is a full-time or part-time director or employee of the company
or of an associated body corporate when the offer is made; and
(b) a body corporate is an associated body corporate in relation to a foreign
company if:
(i) the body corporate is related to the company within the meaning of
section 50 of the Act; or
(ii) the body corporate is entitled to at least 20% of the voting shares of
the company; or
(iii) the company is entitled to at least 20% of the voting shares of the
body corporate.
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Chapter 2A Registration of companies
Part 2A.1 Size of partnerships or associations (Act s 115(2))
Regulation 2A.1.01
22 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 2A—Registration of companies
Part 2A.1—Size of partnerships or associations (Act s
115(2))
2A.1.01 Size of partnerships or associations
(1) For paragraph 115(1)(b) of the Act, the number prescribed for a kind of
partnership or association is the number specified in the following table for that
kind of partnership or association:
Item Kind of partnership or association Number
1 (a) Actuaries, medical practitioners, patent attorneys, sharebrokers,
stockbrokers or trademark attorneys
(b) Partnerships or associations of the kind specified in subregulation (2)
50
2 Architects, pharmaceutical chemists or veterinary surgeons 100
3 Legal practitioners 400
4 Accountants 1 000
(2) For paragraph (b) of item 1 of the table in subregulation (1), the partnership or
association is one that:
(a) has as its primary purpose collaborative scientific research; and
(b) includes as members:
(i) at least 1 university; and
(ii) at least 1 private sector participant;
whether or not it also includes government agencies or publicly funded
research bodies.
(3) In subregulation (2):
private sector participant means an entity that obtains the majority of its revenue
from sources other than Commonwealth, State or Territory appropriations.
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Registration of companies Chapter 2A
Change of place of registration of company (Act s 119A(3)) Part 2A.2
Regulation 2A.2.01
Corporations Regulations 2001 23
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 2A.2—Change of place of registration of company (Act
s 119A(3))
2A.2.01 Approval of application for change of place of registration
(1) An application to ASIC for a change in the State or Territory in this jurisdiction
in which a company is taken to be registered must be approved by a special
resolution of the company.
(2) A copy of the special resolution must be given to ASIC within 14 days after the
day on which it is passed.
2A.2.02 Special resolution may be set aside by Court order
(1) Within 28 days after the passing of a special resolution approving an application
for a change in the State or Territory in this jurisdiction in which a company is
taken to be registered, a member, or members, of the company having at least
10% of the votes capable of being cast on the special resolution may apply in
writing to the Court to have the resolution set aside.
(2) A member may, with the written consent of other members mentioned in
subregulation (1), apply on their behalf to the Court under that subregulation.
(3) The Court may order the special resolution to be set aside if the Court is satisfied
that it would unfairly prejudice the applicant or applicants if the State or
Territory in which the company is taken to be registered were changed in
accordance with the resolution.
(4) The company must give ASIC a copy of the Court order within 14 days after the
day on which it is made.
2A.2.03 Application for change of place of registration
(1) A company may, in accordance with a special resolution of the company, apply
to ASIC for a change in the State or Territory in this jurisdiction in which the
company is taken to be registered.
(2) The application must be in accordance with the approved form.
2A.2.04 Change of place of registration
(1) On application under regulation 2A.2.03, ASIC must alter the details of the
company’s registration to show the change in the State or Territory in this
jurisdiction in which the company is taken to be registered if:
(a) the company has passed a special resolution approving the application for
the change; and
(b) the Court has not made an order setting aside the special resolution; and
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Chapter 2A Registration of companies
Part 2A.2 Change of place of registration of company (Act s 119A(3))
Regulation 2A.2.04
24 Corporations Regulations 2001
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(c) the relevant Minister of the State or Territory in which the company is
taken to be registered has approved the change under
subparagraph 119A(3)(a)(i) of the Act; and
(d) ASIC is not aware of any other reason why the change should not be made.
(2) ASIC must not alter details of the company’s registration until 28 days after the
day on which the application was made.
(3) ASIC must give the company a new certificate of registration after it alters
details of the company’s registration.
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Basic features of a company Chapter 2B
Names Part 2B.6
Regulation 2B.6.01
Corporations Regulations 2001 25
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Chapter 2B—Basic features of a company
Part 2B.6—Names
2B.6.01 Availability of names (Act s 147)
(1) For paragraphs 147(1)(a) and (b) of the Act, the rules for ascertaining whether a
name is identical with another name are the rules set out in Part 1 of Schedule 6.
(2) For paragraph 147(1)(c) of the Act, a name is unacceptable for registration under
the regulations if it is unacceptable under the rules set out in Part 2 of
Schedule 6.
2B.6.02 Consents required for use of certain letters, words and expressions
(1) This regulation applies to a name if:
(a) the name:
(i) is the subject of an application for registration of a name under
section 117 of the Act; or
(ii) is the subject of an application for reservation of a name under
section 152 of that Act; or
(iii) for an application for a change of name under section 157 of the
Act—is the name to which the previous name is to be changed; and
(b) the name is, uses or includes:
(i) letters, or a word or expression, specified in column 2 of an item in
Part 4 or 5 of Schedule 6; or
(ii) other letters, or another word or expression (whether or not in
English), that is of like import to the letters, word or expression
specified in the item.
(2) In paragraph (1)(b), a reference to letters, a word or an expression being used
includes a reference to the letters, word or expression being used:
(a) as part of another word or expression; or
(b) in combination with other words or letters, or other symbols.
(3) However, this regulation does not apply to use of the letters ADI as part of
another word.
Example: The letters adi appear in the word traditional. This regulation does not apply to use of the word traditional.
(4) If an item in Part 4 of Schedule 6 applies in relation to the name, the application
must be accompanied by the written consent of the Minister who is specified in
the item.
(5) If an item in Part 5 of Schedule 6 applies in relation to the name, the application
must be accompanied by the written consent of the public authority,
instrumentality or agency that is specified in the item.
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Chapter 2B Basic features of a company
Part 2B.6 Names
Regulation 2B.6.03
26 Corporations Regulations 2001
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2B.6.03 Exemptions from requirement to set out name and ACN on certain
documents (Act s 155)
For section 155 of the Act, the exemptions provided for in Schedule 7 apply in
relation to the requirements of subsection 153(2) of the Act.
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Registers Chapter 2C
Registers generally Part 2C.1
Location of register Division 2C.1.1
Regulation 2C.1.01
Corporations Regulations 2001 27
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Chapter 2C—Registers
Part 2C.1—Registers generally
Division 2C.1.1—Location of register
2C.1.01 Form of notice
A notice to be lodged under subsection 172(2) of the Act must be in a form
approved by ASIC (if a form has been approved).
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Chapter 2C Registers
Part 2C.1 Registers generally
Division 2C.1.2 Right to inspect and get copies of register
Regulation 2C.1.02
28 Corporations Regulations 2001
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Division 2C.1.2—Right to inspect and get copies of register
2C.1.02 Form of register
For subsection 173(3) of the Act, a copy of a register must be provided as a
delimited text file:
(a) produced by a commercially available spreadsheet or database application;
and
(b) copied onto a CD-ROM or a USB portable memory device.
2C.1.03 Improper purposes for getting copy of register
For paragraph 173(3A)(b) of the Act, the following purposes are prescribed:
(a) soliciting a donation from a member of a company;
(b) soliciting a member of a company by a person who is authorised to assume
or use the word stockbroker or sharebroker in accordance with
section 923B of the Act;
(c) gathering information about the personal wealth of a member of a
company;
(d) making an offer that satisfies paragraphs 1019D(1)(a) to (d) of the Act;
(e) making an invitation that, were it an offer to purchase a financial product,
would be an offer that satisfies paragraphs 1019D(1)(a) to (d) of the Act.
Note: See subsection 1019D(1) of the Act for a description of unsolicited offers to purchase
financial products off-market.
2C.1.04 Information to be included in application for copy of register
For paragraph 173(3A)(c) of the Act, the information that must be contained in
an application is the name and address of the applicant.
Note: An application must also state the purpose for accessing a copy of a register—see
subsection 173(3A) of the Act.
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Registers Chapter 2C
Registers generally Part 2C.1
Use of information on registers by bodies corporate Division 2C.1.3
Regulation 2C.1.05
Corporations Regulations 2001 29
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Division 2C.1.3—Use of information on registers by bodies corporate
2C.1.05 Contact with members after failure to provide copy of register
(1) This regulation applies if a body corporate mentioned in regulation 12.8.02 has
failed to give a person a copy of the part of the register of members of the body
who hold member shares:
(a) within 28 days after the person’s request for a copy; or
(b) if a longer period has been allowed by ASIC—within the longer period.
(2) If the person:
(a) makes a statutory declaration that the person intends to use information that
is contained in that part of the register:
(i) for the purpose of contacting members of the body, or sending
material to members of the body, for a purpose mentioned in
subsection 177(1A) of the Act; and
(ii) in a way that does not contravene that subsection or another law; and
(b) gives the statutory declaration to the body corporate; and
(c) pays the reasonable costs of contacting the members, or sending material to
the members;
the body corporate must do everything that is reasonably possible to arrange for
the members to be contacted, or for the material to be sent to the members, on
the person’s behalf by a third party service provider nominated by the body
corporate.
(3) If the body corporate believes on reasonable grounds that the person intends to
use information that is contained in that part of the register:
(a) for a purpose that is not in accordance with subparagraph (2)(a)(i); or
(b) in a way that is not in accordance with subparagraph (2)(a)(ii);
the body corporate is not required to arrange for the members to be contacted or
for the material to be sent to the members on the person’s behalf, and may
terminate any existing arrangement.
(4) The arrangements made by the body corporate must ensure that, to the extent
reasonably possible:
(a) the details, from the register of members, of each member to whom
material is to be sent, or with whom contact is to be made, will be provided
to the third party service provider within 14 days after the person pays the
costs mentioned in subregulation (2); and
(b) a copy of any material that is to be sent to a member will be provided to the
third party service provider within 28 days after the person provides the
material to the body corporate; and
(c) if material is not to be sent to a member—written details of the contact that
is to be made with a member must be provided to the third party service
provider within 28 days after the person provides the written details to the
body corporate; and
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Chapter 2C Registers
Part 2C.1 Registers generally
Division 2C.1.3 Use of information on registers by bodies corporate
Regulation 2C.1.05
30 Corporations Regulations 2001
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(d) for any material that is to be sent to a member—the material will be sent to
the member within 14 days after the body corporate provides the material
to the third party service provider; and
(e) if material is not to be sent to a member—contact will be made with the
member within 14 days after the body corporate provides, to the third party
service provider, the written details of the contact that is to be made with
the member.
(5) An arrangement made under subregulation (2) must:
(a) allow for contact to be made, or material to be sent, for a period of 6
months after the period mentioned in subregulation (1); and
(b) require the person to pay the reasonable costs of contacting the members or
sending material to the members to be paid on each occasion before the
contact is made or the material is sent.
(6) A reference in subregulation (1) to the register of members of a body corporate
who hold member shares includes a reference to:
(a) the register of members of a body corporate that is a company limited by
guarantee; and
(b) the register of members of a body corporate limited by shares and
guarantee, who do not hold shares in the body.
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Officers and employees Chapter 2D
Restrictions on indemnities, insurance and termination payments Part 2D.2
Termination payments Division 2D.2.2
Regulation 2D.2.01
Corporations Regulations 2001 31
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Chapter 2D—Officers and employees
Part 2D.2—Restrictions on indemnities, insurance and
termination payments
Division 2D.2.2—Termination payments
2D.2.01 Meaning of base salary
(1) For the definition of base salary in section 9 of the Act, the matters specified in
the following table are base salary.
Item Matter
1 The components of a short-term employee benefit that:
(a) are not dependent on the satisfaction of a performance condition; and
(b) are specified in paragraphs (a), (c) and (d) of column 3 of item 6 in the table in
subregulation 2M.3.03(1); and
(c) are paid during the relevant period
2 A superannuation contribution that:
(a) is not dependent on the satisfaction of a performance condition; and
(b) is paid during the relevant period
3 A share-based payment that:
(a) is not dependent on the satisfaction of a performance condition; and
(b) is specified in column 3 of item 11 in the table in subregulation 2M.3.03(1); and
(c) is paid during the relevant period
4 A liability or prospective liability to pay tax in respect of a fringe benefit taxable amount
under:
(a) the Fringe Benefits Tax Assessment Act 1986; or
(b) the Fringe Benefits Tax Act 1986;
that relates to the provision of a matter specified in item 1, 2 or 3
(2) For subregulation (1):
(a) if a person has held an office in relation to a company:
(i) throughout a period of more than 12 months; or
(ii) throughout a number of periods of more than 12 months in total;
the relevant period for that person is the last 12 months of that period or
the last 12 months of the total period; and
(b) if a person has held an office in relation to a company:
(i) throughout a period of 12 months or less; or
(ii) throughout a number of periods of 12 months or less in total;
the relevant period for that person is that period or the total period.
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Chapter 2D Officers and employees
Part 2D.2 Restrictions on indemnities, insurance and termination payments
Division 2D.2.2 Termination payments
Regulation 2D.2.02
32 Corporations Regulations 2001
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2D.2.02 Meaning of benefit
(1) For paragraph 200AB(1)(e) of the Act, each of the following things is specified:
(a) any kind of pension, other than a pension paid from a superannuation fund
or a superannuation annuity (whether it is paid from an Australian or a
foreign fund);
(b) an amount paid as a voluntary out-of-court settlement in a matter relating
to the termination of employment;
(c) a payment:
(i) that is made as part of a restrictive covenant, restraint-of-trade clause
or non-compete clause (however described); and
(ii) the value of which, when added to the value of all other payments (if
any) already made or payable in connection with the person’s
retirement from board or managerial offices in the company and
related bodies corporate, exceeds the payment limit set by
section 200G of the Act.
Note: Subsection 200AB(1) of the Act provides that a benefit includes specified things.
Paragraph 200AB(1)(e) of the Act provides that a benefit includes a thing specified in
regulations. Things that are not specified in subsection 200AB(1) of the Act or
subregulation (1) may also be benefits for the purposes of the Act.
(2) For subsection 200AB(2) of the Act, each of the following things is specified:
(a) a deferred bonus, including a benefit attributable to:
(i) the release of the deferred bonus from a restriction relating to death or
incapacity; or
(ii) the investment of the deferred bonus; or
(iii) another change to the value of the deferred bonus;
(b) a payment from a defined benefits superannuation scheme that was in
existence when this regulation commenced;
(c) a genuine superannuation contribution that is paid by an employer or
employee on or after the commencement of this regulation;
(d) genuine accrued benefits that are payable under a law within the meaning
of section 200H of the Act;
(e) a payment made under a requirement imposed by a law of another country;
(f) a reasonable payment that is made:
(i) in accordance with a policy of the company or body that applies to all
employees; and
(ii) as a result of a genuine redundancy; and
(iii) having regard to the length of a person’s service in an office or
position;
(g) a payment from a prescribed superannuation fund due to death or
incapacity.
Example for paragraph (d): A payment of annual leave, long service leave or sick leave.
Note: Subsection 200AB(2) of the Act provides that a benefit does not include a thing
specified in regulations. Things that are not specified in subregulation (2) may also not
be benefits for the purposes of the Act.
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Officers and employees Chapter 2D
Restrictions on indemnities, insurance and termination payments Part 2D.2
Termination payments Division 2D.2.2
Regulation 2D.2.03
Corporations Regulations 2001 33
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(3) In this regulation:
deferred bonus includes an amount, or property, that:
(a) is earned by, accrued by or allocated to a person as remuneration in respect
of a period of employment before the person’s retirement; and
(b) is not paid, provided or released to the person at the time at which it is
earned, accrued or allocated.
prescribed superannuation fund has the meaning given by section 200B of the
Act.
2D.2.03 When benefit given in connection with retirement from an office or a
position
(1) For subsection 200A(1A) of the Act, each of the following circumstances is
specified in relation to a benefit:
(a) circumstances in which the benefit is the automatic vesting of share-based
payments for a person on or as a result of retirement from an office or a
position;
(b) circumstances in which the benefit is the accelerated vesting of share-based
payments for a person on or as a result of retirement from an office or a
position; and
(c) circumstances in which the benefit is a payment made to a person in lieu of
the giving of notice of termination.
Note: Subsection 200A(1A) of the Act provides that a benefit is given in connection with a
person’s retirement from an office or a position if the benefit is given in circumstances
specified in regulations.
(2) For paragraph 200F(1)(b) of the Act, a benefit requires shareholder approval:
(a) if it:
(i) is a deferred bonus under paragraph 2D.2.02(2)(a); and
(ii) is subject to automatic or accelerated vesting under subregulation (1);
and
(iii) exceeds the payment limit set by section 200G of the Act; and
(b) if it is not a benefit attributable to the release of a deferred bonus from a
restriction due to death or incapacity.
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Chapter 2D Officers and employees
Part 2D.6 Disqualification from managing corporations
Division 2D.6.1 Automatic disqualification (Act s 206B)
Regulation 2D.6.01
34 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 2D.6—Disqualification from managing corporations
Division 2D.6.1—Automatic disqualification (Act s 206B)
2D.6.01 Prescribed foreign jurisdictions (Act s 206B(7))
For section 206B of the Act, a foreign country, or part of a foreign country,
mentioned in the following table is prescribed.
Item Country or part of country
1 New Zealand
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Officers and employees Chapter 2D
Ban on hedging remuneration of key management personnel Part 2D.7
Regulation 2D.7.01
Corporations Regulations 2001 35
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 2D.7—Ban on hedging remuneration of key
management personnel
2D.7.01 Hedging arrangements (Act s 206J(3))
(1) For subsection 206J(3) of the Act, an arrangement in the following table is to be
treated as an arrangement that has the effect of limiting the exposure of a
member mentioned in subsection 206J(1) of the Act to the risk mentioned in that
subsection.
Item Arrangement
1 A put option on incentive remuneration
2 A short position on shares that forms part of incentive remuneration
3 An income protection insurance contract in which the insurable risk event affects the financial
value of remuneration or equity or an equity-related instrument for the key management
personnel
(2) For subsection 206J(3) of the Act, an arrangement in the following table is not to
be treated as an arrangement that has the effect of limiting the exposure of a
member mentioned in subsection 206J(1) of the Act to the risk mentioned in that
subsection.
Item Arrangement
1 An income protection insurance contract in which the insurable risk event is the death,
incapacity or illness of any of the key management personnel
2 A foreign currency risk arrangement
(3) In this regulation, a short position is a position in relation to shares in a listed
entity where the quantity of the shares that a person has is less than the quantity
of the shares that the person has an obligation to deliver.
(4) In subregulation (3), the person has the shares if:
(a) the person is holding the shares on the person’s own behalf; or
(b) another person is holding the shares on the person’s behalf; or
(c) the person has entered into an agreement to buy the shares but has not
received the shares; or
(d) the person has vested title in the shares in a borrower, or in an entity
nominated by the borrower, under a securities lending arrangement.
(5) In subregulation (3), the shares that the person has an obligation to deliver are the
shares that the person:
(a) has an obligation to deliver under a sale agreement where the shares have
not been delivered; or
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Chapter 2D Officers and employees
Part 2D.7 Ban on hedging remuneration of key management personnel
Regulation 2D.7.01
36 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(b) has an obligation to vest title in a lender under a securities lending
arrangement; or
(c) has any other non-contingent legal obligation to deliver.
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Related party transactions Chapter 2E
Regulation 2E.1.01
Corporations Regulations 2001 37
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 2E—Related party transactions
2E.1.01 Small amounts given to related entity
For subsection 213(1) of the Act, $5 000 is prescribed.
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Chapter 2G Meetings
Part 2G.2 Meetings of members of companies
Division 6 Proxies and body corporate representatives
Regulation 2G.2.01
38 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 2G—Meetings
Part 2G.2—Meetings of members of companies
Division 6—Proxies and body corporate representatives
2G.2.01 Authentication of appointment of proxy (Act s 250A)
(1) For subsection 250A(1) of the Act, an electronic authentication of an
appointment of a proxy must include:
(a) a method of identifying the member; and
(b) an indication of the member’s approval of the information communicated.
(2) If a member appoints a proxy by e-mail or Internet-based voting:
(a) the member must be identified by personal details (for example, the
member’s name, address and date of birth); and
(b) the member’s approval of the information communicated must be
communicated by a form of security protection (for example, the entering
of a confidential identification number such as a shareholder registration
number or holder identification number).
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Charges Chapter 2K
Registration Part 2K.2
Regulation 2K.2.01
Corporations Regulations 2001 39
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 2K—Charges
Part 2K.2—Registration
2K.2.01 Lien or charge on crop or wool, or stock mortgage, that is a registrable
security: prescribed law—subsection 262(5) of the Act
For subsection 262(5) of the Act, each of the following laws is a prescribed law
of a State or Territory:
NEW SOUTH WALES
Parts II and III of the Liens on Crops and Wool and Stock Mortgages Act 1898
Parts 2 and 3 (to the extent that Part 3 applies to agricultural goods mortgages) of
the Security Interests in Goods Act 2005
VICTORIA
Parts VII and VIII of the Instruments Act 1958
QUEENSLAND
Part II (being provisions that apply in relation to registration of instruments that
are stock mortgages, liens upon crops and liens on wool) and Part IV (other than
section 24) of the Bills of Sale and Other Instruments Act 1955
The Liens on Crops of Sugar Cane Act 1931
WESTERN AUSTRALIA
Sections 7 and 8 and Parts IX, X and XI of the Bills of Sale Act 1899
SOUTH AUSTRALIA
Liens on Fruit Act, 1923
Stock Mortgages and Wool Liens Act, 1924
TASMANIA
Sections 36 of the Bills of Sale Act 1900
Stock, Wool and Crop Mortgages Act 1930
AUSTRALIAN CAPITAL TERRITORY
Parts IV and V of the Instruments Act 1933.
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Chapter 2K Charges
Part 2K.2 Registration
Regulation 2K.2.02
40 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
2K.2.02 Time period for the provisional registration of charges
For paragraph 265(5)(b) of the Act, the period in which a certificate to the effect
set out in paragraph 265(4)(b) of the Act must be produced to ASIC is 90 days
after the notice is lodged.
2K.2.03 Charge that is a registrable security: specified law—paragraphs
273A(4)(b), 273B(3)(b) and 273C(3)(b) of the Act
For paragraphs 273A(4)(b), 273B(3)(b) and 273C(3)(b) of the Act the following
law is a specified law of a State or Territory:
NEW SOUTH WALES
Security Interests in Goods Act 2005
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Debentures Chapter 2L
Duties of borrower Part 2L.2
Regulation 2L.2.01
Corporations Regulations 2001 41
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 2L—Debentures
Part 2L.2—Duties of borrower
2L.2.01 Register relating to trustees for debenture holders
(1) For subsection 283BCA(2) of the Act, ASIC must enter the following details in
the register in relation to a trustee for debenture holders:
(a) the name and address of the trustee;
(b) either:
(i) if the trustee has an ACN—the trustee’s ACN; or
(ii) the trustee’s ABN;
(c) the name and address of the borrower who appointed the trustee;
(d) the name of the trust for which the trustee has been appointed to act;
(e) the day the trust deed was executed.
(2) If ASIC receives a notice from a borrower under subsection 283BC(2) of the Act
that the trustee has revoked the trust deed, it must amend the register by
removing the details entered on the register in relation to the trustee.
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Chapter 2M Financial reports and audit
Part 2M.3 Financial reporting
Division 1 Annual financial reports and directors’ reports
Regulation 2M.3.01
42 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 2M—Financial reports and audit
Part 2M.3—Financial reporting
Division 1—Annual financial reports and directors’ reports
2M.3.01 Disclosures required by notes to consolidated financial statements—
annual financial reports (Act s 295)
(1) For paragraph 295(3)(a) of the Act, if paragraph 295(2)(b) of the Act applies to a
parent entity, the following disclosures are required in the notes to the financial
statements of the consolidated entity:
(a) current assets of the parent entity;
(b) total assets of the parent entity;
(c) current liabilities of the parent entity;
(d) total liabilities of the parent entity;
(e) shareholders’ equity in the parent entity separately showing issued capital
and each reserve;
(f) profit or loss of the parent entity;
(g) total comprehensive income of the parent company;
(h) details of any guarantees entered into by the parent entity in relation to the
debts of its subsidiaries;
(i) details of any contingent liabilities of the parent entity;
(j) details of any contractual commitments by the parent entity for the
acquisition of property, plant or equipment;
(k) comparative information for the previous period for each of paragraphs (a)
to (j).
(2) The disclosures in subregulation (1) must be calculated in accordance with
accounting standards in force in the financial year to which the disclosure relates.
(3) In this regulation:
parent entity means a company, registered scheme or disclosing entity that is
required by the accounting standards to prepare financial statements in relation to
a consolidated entity.
2M.3.03 Prescribed details (Act s 300A)
(1) For paragraph 300A(1)(c) of the Act, the details set out in the table relating to a
person are prescribed.
Item Condition (if any) Details
General
1 The person’s name
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Financial reporting Part 2M.3
Annual financial reports and directors’ reports Division 1
Regulation 2M.3.03
Corporations Regulations 2001 43
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Item Condition (if any) Details
2 Each position held by the person in the
financial year
3 If the person has held a position
mentioned in item 2 for less than the
whole financial year
(a) The date on which the person began
holding the position
(b) The date (if any) on which the person
ceased to hold the position
4 If there has been a change in the chief
executive officer or a director of the
entity during the period:
(a) starting immediately after the
reporting date; and
(b) ending immediately before the date on
which the financial report is
authorised for issue
(a) The name of each person involved in the
change
(b) The position involved
(c) The date on which the change occurred
5 If a person (other than a director or chief
executive officer) has retired during the
period:
(a) starting immediately after the
reporting date; and
(b) ending immediately before the date on
which the financial report is
authorised for issue
(a) The person’s name
(b) The position involved
(c) The date on which the retirement took
effect
Payments and benefits
6 Note: See subregulation (2). The person’s short-term employee benefits,
divided into at least the following
components:
(a) cash salary, fees and short-term
compensated absences;
(b) short-term cash profit-sharing and other
bonuses;
(c) non-monetary benefits;
(d) other short-term employee benefits
7 Note: See subregulation (2). The person’s post-employment benefits,
divided into at least the following
components:
(a) pension and superannuation benefits;
(b) other post-employment benefits
8 Note: See subregulation (2). The person’s long-term employee benefits
other than benefits mentioned in items 6 and
7, separately identifying any amount
attributable to a long-term incentive plan
9 Note: See subregulation (2). The person’s termination benefits
10 For any position the person started to hold
during the financial year
Payments (if any) made to the person,
before the person started to hold the
position, as part of the consideration for the
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Chapter 2M Financial reports and audit
Part 2M.3 Financial reporting
Division 1 Annual financial reports and directors’ reports
Regulation 2M.3.03
44 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Item Condition (if any) Details
person agreeing to hold the position,
including:
(a) the monetary value of the payment; and
(b) the date of the payment
11 Note: See subregulation (2). Share-based payments made to the person,
divided into at least the following
components:
(a) equity-settled share-based payment
transactions, showing separately:
(i) shares and units; and
(ii) options and rights;
(b) cash-settled share-based payment
transactions;
(c) all other forms of share-based payment
compensation (including hybrids)
Compensation
12 For each grant of a cash bonus,
performance-related bonus or share-based
payment compensation benefit made to a
person, whether part of a specific contract
for services or not
The terms and conditions of each grant
affecting compensation in the reporting
period or a future reporting period,
including the following:
(a) the grant date;
(b) the nature of the compensation granted;
(c) the service and performance criteria
used to determine the amount of
compensation;
(d) if there has been any alteration of the
terms or conditions of the grant since the
grant date—the date, details and effect
of each alteration;
(e) the percentage of the bonus or grant for
the financial year that was paid to the
person, or that vested in the person, in
the financial year;
(f) the percentage of the bonus or grant for
the financial year that was forfeited by
the person (because the person did not
meet the service and performance
criteria for the bonus or grant) in the
financial year;
(g) the financial years, after the financial
year to which the report relates, for
which the bonus or grant will be payable
if the person meets the service and
performance criteria for the bonus or
grant;
(h) estimates of the maximum and
minimum possible total value of the
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Financial reporting Part 2M.3
Annual financial reports and directors’ reports Division 1
Regulation 2M.3.03
Corporations Regulations 2001 45
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Item Condition (if any) Details
bonus or grant (other than option grants)
for financial years after the financial
year to which the report relates
13 For each contract for services between a
person and the disclosing entity (or any of
its subsidiaries)
Any further explanation that is necessary in
addition to those prescribed in
paragraph 300A(1)(ba) of the Act and
item 12 to provide an understanding of:
(a) how the amount of compensation in the
current reporting period was determined;
and
(b) how the terms of the contract affect
compensation in future periods
14 If the terms of share-based payment
transactions (including options or rights)
granted as compensation to key
management personnel have been altered
or modified by the disclosing entity or
any of its subsidiaries during the
reporting period
(a) The date of the alteration
(b) The market price of the underlying
equity instrument at the date of the
alteration
(c) The terms of the grant of compensation
immediately before the alteration,
including:
(i) the number and class of the
underlying equity instruments,
exercise price; and
(ii) the time remaining until expiry;
and
(iii) each other condition in the terms
that affects the vesting or exercise
of an option or other right
(d) The new terms
(e) The difference between:
(i) the total of the fair value of the
options or other rights affected by
the alteration immediately before
the alteration; and
(ii) the total of the fair value of the
options or other rights
immediately after the alteration
15 If options and rights over an equity
instrument issued or issuable by the
disclosing entity or any of its subsidiaries
have been provided as compensation to a
person during the reporting period
Note: See subregulation (3).
(a) The number of options and the number
of rights that:
(i) have been granted; and
(ii) have vested;
during the reporting period
(b) The terms and conditions of each grant
made during the reporting period,
including:
(i) the fair value per option or right at
grant date; and
(ii) the exercise price per share or
unit; and
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Chapter 2M Financial reports and audit
Part 2M.3 Financial reporting
Division 1 Annual financial reports and directors’ reports
Regulation 2M.3.03
46 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Item Condition (if any) Details
(iii) the amount, if any, paid or
payable by the recipient; and
(iv) the expiry date; and
(v) the date or dates when the options
or rights may be exercised; and
(vi) a summary of the service and
performance criteria that must be
met before the beneficial interest
vests in the person
16 If an equity instrument that is issued or
issuable by the disclosing entity or any of
its subsidiaries has been provided as a
result of the exercise during the reporting
period of options and rights that have
been granted as compensation to a person
Note: See subregulation (3).
(a) The number of equity instruments
(b) If the number of options or rights
exercised differs from the number of
equity instruments disclosed under
paragraph (a)—the number of options or
rights exercised
(c) The amount paid per instrument
(d) The amount unpaid per instrument
Remuneration disclosure
17 For an option or right over equity
instruments:
(a) issued or issuable by the disclosing
entity or any of its subsidiaries; and
(b) held, whether directly, indirectly or
beneficially, by any of the following:
(i) each key management person;
(ii) a close member of the family
of that person;
(iii) an entity over which the
person or the family member
has, either directly or
indirectly, control, joint control
or significant influence
The number of each of the following:
(a) options and rights held at the start of the
reporting period;
(b) options and rights granted during the
reporting period as compensation;
(c) options and rights exercised during the
reporting period;
(d) options and rights resulting from any
other change during the reporting
period;
(e) options and rights held at the end of the
reporting period;
(f) options and rights vested at the end of
the reporting period;
(g) options and rights vested and exercisable
at the end of the reporting period;
(h) options and rights vested and
unexercisable at the end of the reporting
period
18 For an equity instrument (other than an
option or a right):
(a) issued or issuable by the disclosing
entity or any of its subsidiaries; and
(b) held, whether directly, indirectly or
beneficially, by any of the following:
(i) each key management person;
(ii) a close member of the family
of that person;
(iii) an entity over which the
The number of each of the following:
(a) equity instruments held at the start of the
reporting period;
(b) equity instruments granted during the
reporting period as compensation;
(c) equity instruments received during the
reporting period on the exercise of an
option or right;
(d) equity instruments resulting from any
other change during the reporting
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Regulation 2M.3.03
Corporations Regulations 2001 47
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Item Condition (if any) Details
person or the family member
has, either directly or
indirectly, control, joint control
or significant influence
period;
(e) equity instruments held at the end of the
reporting period;
(f) equity instruments if included in the
number disclosed under paragraph (e),
held nominally at the end of the
reporting period
19 For a transaction (other than share-based
payment compensation) that:
(a) involves an equity instrument issued
or issuable by the disclosing entity or
any of its subsidiaries; and
(b) has occurred, during the reporting
period, between the disclosing entity
or any of its subsidiaries and any of
the following:
(i) a key management person;
(ii) a close member of the family
of that person;
(iii) an entity over which the
person or the family member
has, either directly or
indirectly, control, joint control
or significant influence;
if the terms or conditions of the
transaction were more favourable than
those that it is reasonable to expect the
entity would adopt if dealing at
arms-length with an unrelated person
(a) The nature of each different type of
transaction
(b) For each transaction, the terms and
conditions of the transaction
20 For the aggregate of loans made,
guaranteed or secured, directly or
indirectly, by the disclosing entity and
any of its subsidiaries, in the reporting
period in relation to:
(a) all key management personnel; and
(b) close members of the family of a
member of the key management
personnel; and
(c) an entity over which any of the
persons mentioned in paragraphs (a)
and (b) have, directly or indirectly,
control, joint control or significant
influence
(a) The amount outstanding at the start of
the reporting period
(b) The amount of interest paid and payable
in the reporting period to the disclosing
entity or to any of the entity’s
subsidiaries
(c) The difference between the amount
disclosed under paragraph (b) and the
amount of interest that would have been
charged on an arms-length basis
(d) Each write-down and each allowance for
doubtful receivables recognised by the
disclosing entity or by any of the entity’s
subsidiaries
(e) The amount outstanding at the end of the
reporting period
(f) The number of key management
personnel included in the group
aggregate at the end of the reporting
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Division 1 Annual financial reports and directors’ reports
Regulation 2M.3.03
48 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Item Condition (if any) Details
period
(g) A summary of the terms and conditions
of the loans
21 If the aggregate of loans made,
guaranteed or secured, directly or
indirectly, by the disclosing entity and
any of its subsidiaries, in the reporting
period in relation to:
(a) a particular key management person;
and
(b) close members of the family of the
key management person; and
(c) an entity over which any of the
persons mentioned in paragraphs (a)
and (b) has, directly or indirectly,
control, joint control or significant
influence;
is greater than $100 000
(a) The amount outstanding at the start of
the reporting period
(b) The amount of interest paid and payable
in the reporting period to the disclosing
entity or to any of the entity’s
subsidiaries
(c) The difference between the amount
disclosed under paragraph (b) and the
amount of interest that would have been
charged on an arms-length basis
(d) Each write-down and each allowance for
doubtful receivables recognised by the
disclosing entity or by any of the entity’s
subsidiaries
(e) The amount outstanding at the end of the
reporting period
(f) The highest amount of the key
management person’s indebtedness
during the reporting period
(g) A summary of the terms and conditions
of the loans
22 For a transaction during the reporting
period between the disclosing entity, or
any of its subsidiaries, and a key
management person, a close member of
the family of that person, or an entity over
which the key management person or the
family member has, directly or indirectly,
control, joint control or significant
influence, other than a transaction
mentioned in item 19, 20 or 21 or
subregulation (3B)
(a) Each type of transaction of a different
nature
(b) The terms and conditions of each type of
transaction or, if there are different
categories of terms and conditions
within a type of transaction, the terms
and conditions of each category of
transaction
(c) For each type of transaction or, if there
are different categories of terms and
conditions within a type of transaction,
for each category of transaction:
(i) the names of the persons involved
in the transaction; and
(ii) the aggregate amount recognised
23 For each aggregate amount disclosed
under item 22
(a) The total of amounts recognised as
revenue, separately identifying, if
applicable, the total amounts recognised
as:
(i) interest revenue; or
(ii) dividend revenue
(b) The total of amounts recognised as
expense, separately identifying, if
applicable, the total amounts recognised
as:
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Regulation 2M.3.03
Corporations Regulations 2001 49
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Item Condition (if any) Details
(i) interest expense; or
(ii) write-downs of receivables and
allowances made for doubtful
receivables
(c) Any further disclosures necessary to
provide an understanding of the effects
of the transactions on the financial
statements prepared in accordance with
Australian Accounting Standards
24 For each transaction identified under
item 22
(a) The total of all assets, classified into
current and non-current assets, and, if
applicable, any allowance for doubtful
receivables at the end of the reporting
period
(b) The total of all liabilities, classified into
current and non-current liabilities
(2) For items 6, 7, 8, 9 and 11 of the table:
(a) the information of the kind described in the item for the previous financial
year must also be disclosed in the financial year to which the item relates
(to give comparative information for the purposes of the item); but
(b) paragraph (a) does not apply in relation to the first financial year in which
paragraph 300A(1)(c) of the Act applies in relation to a person.
Note: The effect of paragraph (b) is that no comparative information is required in the first
period of reporting on a specific individual.
(3) For items 15 to 19 of the table, a disclosure required by the item must:
(a) be separated into each class of equity instrument; and
(b) identify each class of equity instrument by:
(i) the name of the disclosing entity or the relevant subsidiary that issued
the equity instrument; and
(ii) the class of equity instrument; and
(iii) if the instrument is an option or right—the class and number of equity
instruments for which it may be exercised.
(3A) For items 20 and 21 of the table in subregulation (1), loans do not include loans
involved in transactions that are in substance options, including non-recourse
loans.
(3B) A transaction with, or an amount that is receivable from or payable under a
transaction to, a key management person, a close member of the family of that
person, or an entity over which the person or the family member has, directly or
indirectly, control, joint control or significant influence, is excluded from the
requirements of items 22 to 24 if:
(a) the transaction occurs within a normal employee, customer or supplier
relationship on terms and conditions no more favourable than those that it
is reasonable to expect the entity would have adopted if dealing at
arms-length with an unrelated person; and
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Chapter 2M Financial reports and audit
Part 2M.3 Financial reporting
Division 1 Annual financial reports and directors’ reports
Regulation 2M.3.03
50 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(b) information about the transaction does not have the potential to affect
adversely decisions about the allocation of scarce resources made by users
of the financial statements, or the discharge of accountability by the key
management person; and
(c) the transaction is trivial or domestic in nature.
(3C) Items 17 to 24 of the table in subregulation (1) apply in relation to a directors’
report for a financial year commencing on or after 1 July 2013.
(4) For subregulation (1), a company must apply the requirements of relevant
accounting standards when disclosing the information mentioned in the
subregulation.
(5) In subregulation (1), an expression that is:
(a) used in the subregulation; and
(b) defined in a relevant accounting standard that is applied for the purpose of
disclosing information;
has the meaning given by that accounting standard.
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Financial reports and audit Chapter 2M
Auditor Part 2M.4
Regulation 2M.4.01A
Corporations Regulations 2001 51
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 2M.4—Auditor
2M.4.01A Membership designations (Act s 324BE)
For paragraph 324BE(1)(b) of the Act, a designation mentioned in an item of the
table is prescribed for membership of the professional accounting body
mentioned in the item.
Membership designations
Item Professional accounting body Designation
1 Institute of Chartered Accountants in
Australia
CA; or
FCA
2 CPA Australia CPA; or
FCPA
3 Institute of Public Accountants FIPA; or
MIPA
2M.4.01 Notice of appointment of auditors
The responsible entity of a registered scheme must lodge a notice in the approved
form telling ASIC of the appointment by the entity of an auditor of the scheme
under section 331AB of the Act within 14 days of the appointment.
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Chapter 2M Financial reports and audit
Part 2M.4A Annual transparency reports for auditors
Regulation 2M.4A.01
52 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 2M.4A—Annual transparency reports for auditors
2M.4A.01 Application
This Part applies in relation to annual transparency reports for:
(a) the transparency reporting year in which Schedule 1 to the Corporations
Legislation Amendment (Audit Enhancement) Act 2012 commences; and
(b) all later transparency reporting years.
Note: For the definitions of annual transparency report and transparency reporting year,
see section 9 of the Act.
2M.4A.02 Content of annual transparency report (Act s 332B)
(1) For subsection 332B(1) of the Act, Schedule 7A sets out the information that an
annual transparency report published in accordance with subsection 332A(2) of
the Act must contain.
(2) If the report is published by an audit firm or authorised audit company, see Part 2
of Schedule 7A.
(3) If the report is published by an individual auditor, see Part 3 of Schedule 7A.
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Financial reports and audit Chapter 2M
Modification of the operation of Chapter 2M of the Act Part 2M.6
Regulation 2M.6.01
Corporations Regulations 2001 53
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 2M.6—Modification of the operation of Chapter 2M of
the Act
2M.6.01 Modifications (Act s 343)
For section 343 of the Act, the operation of Chapter 2M of the Act is modified in
accordance with this Part.
2M.6.05 Conduct of auditor—relevant relationships
The operation of Chapter 2M of the Act in relation to:
(a) all companies; and
(b) all registered schemes; and
(c) all disclosing entities;
is modified as set out in Schedule 5C.
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Chapter 2N Updating ASIC information about companies and registered schemes
Part 2N.2 Extract of particulars
Regulation 2N.2.01
54 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 2N—Updating ASIC information about
companies and registered schemes
Part 2N.2—Extract of particulars
2N.2.01 Particulars ASIC may require in an extract of particulars (Act s 346B)
(1) For section 346B of the Act, the following particulars are prescribed for a
company:
(a) ACN;
(b) name;
(c) address of registered office;
(d) address of principal place of business in this jurisdiction;
(e) for each director and company secretary:
(i) the person’s name; and
(ii) the person’s usual residential address, or, if the person is entitled to
have an alternative address under subsection 205D(2) of the Act, that
alternative address; and
(iii) the person’s date and place of birth;
(f) the date of appointment or cessation of each director, secretary or alternate
director;
(g) for issued shares:
(i) the classes into which the shares are divided; and
(ii) for each class of share issued:
(A) the number of shares in the class; and
(B) the total amount paid up for the class; and
(C) the total amount unpaid for the class;
(h) for a proprietary company—the names and addresses of:
(i) if the company has 20 or fewer members—all members; or
(ii) if the company has more than 20 members—the top 20 members in
each class;
(i) for a proprietary company that has a share capital:
(i) the total number of shares in each class held by each of the members
mentioned in paragraph (h); and
(ii) whether or not the shares are fully paid; and
(iii) whether or not the shares are beneficially owned;
(j) for the ultimate holding company:
(i) its name; and
(ii) either:
(A) its ACN or ARBN if registered in this jurisdiction; or
(B) the place at which it was incorporated or formed if not
registered in this jurisdiction.
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Updating ASIC information about companies and registered schemes Chapter 2N
Extract of particulars Part 2N.2
Regulation 2N.2.01
Corporations Regulations 2001 55
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(2) For section 346B of the Act, the following particulars are prescribed for a
registered scheme:
(a) registration number;
(b) name;
(c) name and ACN of the responsible entity;
(d) if the scheme is a managed investment scheme that is a unit trust:
(i) issued interests in the scheme; and
(ii) the classes into which the interests are divided; and
(iii) for each class of interest issued:
(A) the number of interests in the class; and
(B) the total amount paid up for the class; and
(C) the total amount unpaid for the class;
(e) if the scheme is a managed investment scheme that is not a unit trust:
(i) issued interests in the scheme; and
(ii) a description of the nature of the interests (for example, interest in a
limited partnership, right to participate in a timesharing scheme); and
(iii) the number of the interests; and
(iv) the total amount paid for the interests; and
(v) the total amount unpaid for the interests.
Note: Under section 346B of the Act, ASIC may require a company or responsible entity to
provide a prescribed particular in response to an extract of particulars given by ASIC
under section 346A.
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Chapter 2N Updating ASIC information about companies and registered schemes
Part 2N.4 Return of particulars
Regulation 2N.4.01
56 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 2N.4—Return of particulars
2N.4.01 Particulars ASIC may require in a return of particulars (Act s 348B)
For section 348B of the Act, the following particulars are prescribed:
(a) the personal details of a director, secretary or alternate director mentioned
in subsection 205B(3) of the Act;
(b) the date of appointment or cessation of a director, secretary or alternate
director;
(c) the date of change of name or change of address of a director, secretary or
alternate director;
(d) evidence that a specified person is (or is not) a director, secretary or
alternate director;
(e) completion of a declaration indicating that the company is a special
purpose company within the meaning of regulation 3 of the Corporations
(Review Fees) Regulations 2003;
(f) the name of the ultimate holding company;
(g) the date on which a company became, or ceased to be, the ultimate holding
company;
(h) the previous name, or the new name, of the ultimate holding company;
(i) the date of issue, cancellation, or transfer of shares;
(j) the date of any change to amounts paid on shares;
(k) a statement of whether or not shares for one or more members are
beneficially owned;
(l) the date of any change to beneficial ownership of shares;
(m) any of the following information from the share structure table for a class
of share:
(i) the share class code;
(ii) the full title of the class of share;
(iii) the total number of shares in the class that have been issued;
(iv) the total amount paid for shares in the class;
(v) the total amount unpaid for shares in the class;
(n) the date on which a new member’s name was entered in the register of
members;
(o) a statement that the company is:
(i) a small proprietary company mentioned in subsection 45A(2) of the
Act; or
(ii) a large proprietary company mentioned in subsection 45A(3) of the
Act; or
(iii) a foreign controlled small proprietary company mentioned in
paragraph 292(2)(b) of the Act;
(p) a statement that the company is listed (or not listed) on a financial market,
and the name of the financial market (if any);
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Return of particulars Part 2N.4
Regulation 2N.4.01
Corporations Regulations 2001 57
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(q) the new name of the responsible entity in relation to a managed investment
scheme;
(r) a statement of whether the company or registered scheme complies with
subsection 348C(2) or (3) of the Act;
(s) information that a company is required to provide under subsection 142(2),
146(1), 205B(1) or (4), 254X(1) or 319(1) of the Act.
Note 1: Under section 348B of the Act, ASIC may require a company or responsible entity to
provide a prescribed particular in response to a return of particulars given by ASIC
under section 348A.
Note 2: A member, for a managed investment scheme, includes an interest holder or unit
holder—see section 9 of the Act.
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Chapter 5 External administration
Part 5.1 Arrangements and reconstructions
Regulation 5.1.01
58 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 5—External administration
Part 5.1—Arrangements and reconstructions
5.1.01 Prescribed information for paragraph 411(3)(b) and
subparagraph 412(1)(a)(ii) of the Act
(1) For paragraph 411(3)(b) and subparagraph 412(1)(a)(ii) of the Act, unless ASIC
otherwise allows, the explanatory statement must:
(a) for a proposed arrangement between a Part 5.1 body and its creditors, or a
class of its creditors:
(i) state the matters set out; and
(ii) have annexed to it the reports and copies of documents mentioned;
in Part 2 of Schedule 8; and
(b) for a proposed arrangement between a Part 5.1 body and its members, or a
class of its members, other than a proposed arrangement mentioned in
paragraph (c):
(i) state the matters set out; and
(ii) have annexed to it the reports and copies of documents mentioned;
in Part 3 of Schedule 8; and
(c) for a proposed arrangement between a Part 5.1 body and its members, or a
class of its members, in relation to the reconstruction of a corporation, or
the amalgamation of 2 or more corporations, if:
(i) the whole or part of the undertaking or of the property of a
corporation is to be transferred to a trustee to be held beneficially on
behalf of the unit holders of the trust; or
(ii) the shares in the corporation that are held by members are to be
cancelled and control is to pass to a trustee to be held on behalf of a
unit holder of the trust;
state the matters set out and have annexed to it the documents and, if the
trustee of that business operates no other business in relation to that trust,
the reports mentioned, in Part 4 of Schedule 8.
(2) For the purposes of Schedule 8, securities exchange means Australian Stock
Exchange Limited.
5.1.02 Giving notice under subsection 414(2) or (9) of the Act
A notice under subsection 414(2) or (9) of the Act must be given to a person:
(a) by personal delivery; or
(b) by prepaid post to the person’s address shown in the books of the transferor
company.
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External administration Chapter 5
Receivers, and other controllers, of corporations Part 5.2
Regulation 5.2.01
Corporations Regulations 2001 59
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5.2—Receivers, and other controllers, of corporations
5.2.01 Controller’s notice to owner or lessor of property—how given
A notice under subsection 419A(3) of the Act must be given to the owner or
lessor, as the case may be, by personal delivery or by prepaid post to the owner’s
or lessor’s usual place of residence or business or the place of residence or
business last known to the controller.
5.2.02 Certified copies of reports
A copy of:
(a) a report that must be lodged; and
(b) a certificate or other document annexed to that report;
must be certified in writing to be a true copy by:
(c) for a copy lodged for paragraph 429(2)(c) of the Act—the controller of
property of the corporation; or
(f) for a copy lodged for subsection 475(7) of the Act—by the liquidator or
provisional liquidator of the company.
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Chapter 5 External administration
Part 5.3A Administration of a company’s affairs with a view to executing a deed of company
arrangement
Regulation 5.3A.01
60 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5.3A—Administration of a company’s affairs with a
view to executing a deed of company arrangement
5.3A.01 Administrator’s notice of ending of administration
(1) If the administration of a company ends on the happening of an event of a kind
mentioned in subsection 435C(2) or (3) of the Act, the administrator of the
company or of the deed of company arrangement (as the case may be) must
lodge a notice of the happening of the event and the ending of the administration
of the company as soon as practicable after the event.
(2) Subregulation (1) does not apply if a notice of the happening of the event is
lodged in accordance with the Act or a provision of these regulations other than
this regulation.
5.3A.02 Administrator to specify voidable transactions in statement
The administrator of a company under administration, in setting out his or her
opinions in a statement mentioned in paragraph 439A(4)(b) of the Act, must
specify whether there are any transactions that appear to the administrator to be
voidable transactions in respect of which money, property or other benefits may
be recoverable by a liquidator under Part 5.7B of the Act.
5.3A.03 Administrator to lodge notice of appointment
If an administrator is appointed under subsection 436E(4), subsection 444A(2),
section 449B, subsection 449C(1), (4) or (6), or subsection 449D(1) or (2), of the
Act, the administrator must lodge a notice of the appointment in the prescribed
form before the end of the next business day after the appointment.
Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC
in a prescribed form must:
(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and
(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.
On 23 December 2004, a form for the document mentioned in this regulation is not
prescribed in these Regulations.
5.3A.03A Notice of first meeting of creditors
(1) This regulation is made for paragraph 436E(3)(b) of the Act.
(2) The information about a meeting that is to be set out in a notice is at least the
following information:
(a) the name of the company;
(b) any trading name of the company;
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Administration of a company’s affairs with a view to executing a deed of company arrangement Part
5.3A
Regulation 5.3A.03AB
Corporations Regulations 2001 61
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(c) the ACN of the company;
(d) the section of the Act or, in the case of a combined notice, the sections of
the Act under which the notice is being given;
(e) the time, date and place for the meeting;
(f) the purpose for which the meeting is being convened under that section;
(g) the time and date by which proofs of debt, and proxies for the meeting, are
to be submitted;
(h) the name and contact details of the administrator;
(i) the date on which the administrator was appointed;
(j) the section of the Act under which the administrator was appointed.
Note: For information about telephone conference facilities in the notice of a meeting, see
regulation 5.6.13A.
5.3A.03AB Notice of meeting to decide the company’s future
(1) This regulation is made for paragraph 439A(3)(b) of the Act.
(2) The information about a meeting that is to be set out in a notice is at least the
following information:
(a) the name of the company;
(b) any trading name of the company;
(c) the ACN of the company;
(d) the section of the Act under which the notice is being given;
(e) the time, date and place for the meeting;
(f) the purpose for which the meeting is being convened under that section;
(g) the time and date by which proofs of debt, and proxies for the meeting, are
to be submitted;
(h) the name and contact details of the administrator.
5.3A.05 Administrator’s notice to owner or lessor of property—how given
A notice under subsection 443B(3) of the Act must be given to the owner or
lessor, as the case may be, by personal delivery or by prepaid post to the owner’s
or lessor’s usual place of residence or business or the place of residence or
business last known to the administrator.
5.3A.06 Provisions included in deed of company arrangement
For subsection 444A(5) of the Act, the prescribed provisions are those set out in
Schedule 8A.
5.3A.06A Notice of resolution to wind up voluntarily
(1) This regulation is made for paragraph 446A(5)(b) of the Act.
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Chapter 5 External administration
Part 5.3A Administration of a company’s affairs with a view to executing a deed of company
arrangement
Regulation 5.3A.06AB
62 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(2) The period within which a notice is to be published is 15 business days after the
day on which the company is taken to have passed the special resolution that the
company be wound up voluntarily.
5.3A.06AB Notice of meeting of creditors
(1) This regulation is made for paragraph 449C(5)(b) of the Act.
(2) The information about a meeting that is to be set out in a notice is at least the
following information:
(a) the name of the company;
(b) any trading name of the company;
(c) the ACN of the company;
(d) the section of the Act under which the notice is being given;
(e) the time, date and place for the meeting;
(f) the purpose for which the meeting is being convened under that section;
(g) the time and date by which proofs of debt, and proxies for the meeting, are
to be submitted;
(h) the name and contact details of the administrator.
5.3A.07A Notice of appointment of administrator
(1) This regulation is made for paragraph 450A(1)(b) of the Act.
(2) The information about an appointment that is to be set out in a notice is at least
the following information:
(a) the name of the company;
(b) any trading name of the company;
(c) the ACN of the company;
(d) the section of the Act or, in the case of a combined notice, the sections of
the Act under which the notice is being given;
(e) the name and contact details of the administrator;
(f) the date on which the administrator was appointed;
(g) the section of the Act under which the administrator was appointed.
Note: See regulation 5.3.07A for the contents of the notice that may be combined with the
notice under this regulation, in accordance with subsection 450A(1A) of the Act.
(3) The period within which the notice is to be published is 3 business days after an
administrator is appointed.
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External administration Chapter 5
Winding up in insolvency Part 5.4
Regulation 5.4.01
Corporations Regulations 2001 63
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5.4—Winding up in insolvency
5.4.01 Application to Court for winding up—prescribed agency
The Australian Prudential Regulation Authority is a prescribed agency for
paragraph 459P(1)(g) of the Act.
5.4.01A Notice of application to wind up a company
(1) This regulation is made for paragraph 465A(c) of the Act.
(2) The information about an application that is to be set out in a notice is at least the
following information:
(a) if the court rules require particular information to be published for the
application and the court has not dispensed with publication under the
rules—that information;
(b) if the court rules do not require particular information to be published, or
the court has dispensed with publication under the rules:
(i) the name of the company; and
(ii) any trading name of the company; and
(iii) the ACN of the company; and
(iv) the date on which the application was filed; and
(v) the identifying number allocated by the court when the application
was filed; and
(vi) the name of the applicant; and
(vii) the address for service of the applicant; and
(viii) the name and address of the court where the application will be heard;
and
(ix) the time and date of the court hearing; and
(x) the way in which documents that are filed in relation to the
application may be obtained.
5.4.02 Compromise of debt by liquidator—prescribed amount
For paragraph 477(2A)(a) of the Act, the amount of $100,000 is prescribed.
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Chapter 5 External administration
Part 5.4C Winding up by ASIC
Regulation 5.4C.01
64 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5.4C—Winding up by ASIC
5.4C.01 Notice of intention to order winding up of a company
(1) For subparagraph 489EA(6)(b)(ii) of the Act, this regulation prescribes the
manner of publishing notice of ASIC’s intention to make an order under
subsection 489EA(1), (2), (3) or (4) of the Act.
(2) Notice is to be published on the publication website, established under
subsection 5.6.75(1), at least 10 business days before ASIC makes the order.
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External administration Chapter 5
Voluntary winding up Part 5.5
Regulation 5.5.01
Corporations Regulations 2001 65
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5.5—Voluntary winding up
5.5.01 Notice of resolution to wind up voluntarily
(1) This regulation is made for paragraph 491(2)(b) of the Act.
(2) The information about a resolution that is to be set out in a notice is at least the
following information:
(a) the name of the company;
(b) any trading name of the company;
(c) the ACN of the company;
(d) the section of the Act under which the notice is being given;
(e) the name and contact details of the liquidator;
(f) the date on which the resolution was passed.
(3) The period within which the notice is to be published is 21 days after the special
resolution to wind up the company voluntarily is passed.
5.5.02 Notice of meeting of creditors
(1) This regulation is made for paragraph 497(2)(d) of the Act.
(2) The period within which a notice is to be published is not less than 7 days, but no
more than 14 days, before the day that is fixed for holding the meeting of the
company’s creditors.
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Chapter 5 External administration
Part 5.6 Winding up generally
Regulation 5.6.01
66 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5.6—Winding up generally
5.6.01 Matters for entry in liquidator’s or provisional liquidator’s books
For section 531 of the Act, the prescribed matters are those that are required to
give a complete and correct record of the liquidator’s or provisional liquidator’s
administration of the company’s affairs.
5.6.02 Inspection of books kept under section 531 of the Act
The liquidator or provisional liquidator must ensure that the books kept under
section 531 of the Act are available at his or her office for inspection in
accordance with that section.
5.6.06 Payment into liquidator’s general account
(1) A liquidator must:
(a) unless otherwise directed by the Court or the committee of inspection—
open a bank account to be known as the liquidator’s general account; and
(b) pay into that account all money received by the liquidator not later than 7
days after it has been received.
(2) However, if the liquidator is the liquidator of a pooled group:
(a) subregulation (1) does not require the liquidator to open a separate account
for each company in the group; and
(b) the liquidator may open a single bank account (to be known as the
liquidator’s general account) in relation to the group and pay into the
account all money received by the liquidator in relation to the liquidation
of the companies in the group.
5.6.07 Deposit of securities
A liquidator must deposit in the bank with which the liquidator’s general account
was opened:
(a) the bills; and
(b) the notes; and
(c) any other securities;
payable to the company (or to any of the companies in a pooled group if
paragraph 5.6.06(2)(b) applies) or the liquidator as soon as possible after they are
received by the liquidator.
5.6.08 Delivery of securities
All bills, notes or other securities deposited in a bank in accordance with
regulation 5.6.07 must be delivered out on the signed request of the liquidator.
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Winding up generally Part 5.6
Regulation 5.6.09
Corporations Regulations 2001 67
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
5.6.09 Special bank account
(1) The Court may give directions regarding the payment, deposit or custody of:
(a) money; and
(b) bills, notes or other securities;
that are payable to, or into the possession of, a liquidator.
(2) If an application is made to the Court to authorise the liquidator to make
payments into and out of a special bank account, the Court may:
(a) authorise the payments for the time and on the terms as it thinks fit; and
(b) if the Court thinks that the account is no longer required—at any time order
it to be closed.
(3) An office copy of an order under subregulation (2) must be served by the
liquidator on the bank with which the special bank account has been opened.
5.6.10 Payments out of liquidator’s general account
(1) A payment out of the liquidator’s general account may be made by cheque or by
electronic funds transfer.
(2) A cheque to which subregulation (1) refers must:
(a) have the name of the company marked or written on the face of it; and
(b) be signed by the liquidator.
5.6.11 Application
(1) In regulations 5.6.12 to 5.6.57, unless the contrary intention appears:
proof of debt or claim includes a statement of particulars of a debt or claim
submitted in accordance with regulation 5.6.39, as well as a formal proof of debt
or claim.
(2) Subject to subregulation (3) and subregulation 5.6.24(4), regulations 5.6.12 to
5.6.36A apply to the convening and conduct of, and voting at:
(a) a meeting convened under Part 5.3A, 5.4, 5.4B, 5.5 or 5.6 of the Act that is:
(i) a meeting of members, creditors or contributories of a company; or
(ii) a joint meeting of creditors and members of a company; or
(iii) a meeting of a committee of inspection; or
(iv) a meeting of a committee of creditors; or
(v) a meeting of eligible employee creditors; or
(vi) a meeting, on a consolidated basis, of creditors of companies in a
group; and
(b) a meeting of creditors of a company held under a deed of company
arrangement.
(3) Regulations 5.6.12 to 5.6.36A do not apply to:
(a) a meeting of the directors of a company; or
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(b) a meeting of the members of a company, other than a meeting mentioned in
paragraph (2)(a); or
(c) if those regulations are inconsistent with a particular requirement of the
Act, these Regulations or the rules—a meeting mentioned in
paragraph (2)(a) or (b).
5.6.11A Electronic methods of giving or sending certain notices etc
(1) This regulation applies if a person (the notifier) is authorised or required to give
or send a notice, or other document, to a person (the recipient) under any of the
following provisions:
(a) subregulation 5.6.12(1);
(b) subregulation 5.6.16(6);
(c) paragraph 5.6.48(2)(b);
(d) subregulation 5.6.53(1);
(e) subregulation 5.6.54(1);
(f) subregulation 5.6.55(3);
(g) subregulation 5.6.59(1);
(h) subregulation 5.6.62(1);
(i) paragraph 5.6.65(1)(b);
(j) paragraph 5.6.66(1)(d);
(k) paragraph 5.6.66(3)(a).
(2) If the recipient nominates an electronic address by which the recipient may be
notified of the notice or document, the notifier may give or send the notice or
document to the recipient by sending it to that electronic address.
(3) If the recipient nominates any other electronic means by which the recipient may
be notified of such notices or documents, the notifier may give or send the notice
or document to the recipient by using that electronic means.
(4) If the recipient nominates:
(a) an electronic means (the nominated notification means) by which the
recipient may be notified that such notices or documents are available; and
(b) an electronic means (the nominated access means) the recipient may use to
access such notices or documents;
the notifier may give or send the document to the recipient by notifying the
recipient (using the nominated notification means):
(c) that the notice or document is available; and
(d) how the recipient may use the nominated access means to access the notice
or document.
(5) A notice or document sent to an electronic address, or by other electronic means,
is taken to be given or sent on the business day after it is sent.
(6) A notice or document given or sent under subsection (4) is taken to be given or
sent on the business day after the day on which the recipient is notified that the
notice or document is available.
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(7) Subregulations (2), (3) and (4) do not limit the provisions mentioned in
subsection (1).
5.6.12 Notice of meeting
(1) The convenor of a meeting must give notice in writing of the meeting to every
person appearing on the company’s books or otherwise to be:
(a) in the case of a meeting mentioned in subparagraph 5.6.11(2)(a)(i)—a
member, creditor or contributory of the company; or
(b) in the case of a meeting mentioned in subparagraph 5.6.11(2)(a)(ii)—a
member or creditor of the company; or
(c) in the case of a meeting mentioned in subparagraph 5.6.11(2)(a)(iii)—a
member of the committee of inspection; or
(d) in the case of a meeting mentioned in subparagraph 5.6.11(2)(a)(iv)—a
member of the committee of creditors; or
(e) in the case of a meeting mentioned in paragraph 5.6.11(2)(b)—a creditor of
the company; or
(f) in the case of a meeting mentioned in subparagraph 5.6.11(2)(a)(v)—an
eligible employee creditor; or
(g) in the case of a meeting mentioned in subparagraph 5.6.11(2)(a)(vi)—the
creditors of a company in a group.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this subregulation by the nominated electronic means.
(2) The notice must be given to a person:
(a) by delivering it personally; or
(b) by sending it to the person by prepaid post; or
(c) if the person has a facsimile transmission number to which notices may be
sent to the person—by faxing it to the person at that number; or
(d) if the person has a document exchange number to which notices may be
sent to the person—by lodging it with the exchange at, or for delivery to,
the person’s receiving facilities identified by that number.
(3) The notice must be given not less than 10 business days before the day of the
meeting, except:
(a) in the case of a meeting of creditors under section 436E, 439A or 445F, or
subsection 449C(4), of the Act; or
(b) as provided by subregulation (4) or (5).
(4) If a liquidator thinks it appropriate, he or she may convene a meeting of a
committee of inspection by giving less than 10 business days’ notice of the
meeting in accordance with subregulations (1) and (2).
(5) If the administrator of a company under administration thinks it appropriate, he
or she may convene a meeting of a committee of creditors or a meeting of
eligible employee creditors by giving less than 10 business days’ notice of the
meeting in accordance with subregulations (1) and (2).
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(6) The notice mentioned in subregulation (1) must be:
(a) if convening a meeting of creditors under subsection 496(1) of the Act—in
accordance with Form 521; or
(b) if convening a meeting of creditors under section 436E of the Act—in
accordance with Form 529A; or
(c) in any other case—in accordance with Form 529.
(7) A notice of a joint meeting of the creditors and members of a company must be
sent to the creditors of the company at the same time as it is sent to the members
of the company.
(8) A notice to a creditor must be sent by the person convening the meeting:
(a) to the address given by the creditor in his or her proof of debt or claim; or
(b) if the creditor has not lodged a proof, to the address given in the report on
the affairs of the company; or
(c) to any other address known to the person.
(9) A notice of a meeting must be sent by the convenor of the meeting:
(a) to the address given in the company’s books as the address of that person;
or
(b) to any other address known to the person convening the meeting.
5.6.13 Proof of notice
A statement in writing in accordance with Form 530 by:
(a) the person convening a meeting; or
(b) a person acting on his or her behalf;
that notice of the meeting was sent by prepaid post is, in the absence of evidence
to the contrary, sufficient proof of the notice having been sent to a person at the
address specified for that person in that notice.
5.6.13A If telephone conference facilities are available
If telephone conference facilities are expected to be available at the place where
the meeting is to be held and the convenor of the meeting considers that, having
regard to all the circumstances, it will be appropriate to use those facilities, the
notice of the meeting must:
(a) set out the relevant telephone number; and
(b) indicate that a person, or the proxy or attorney of a person, who wishes to
participate in the meeting by telephone must give to the convenor, not later
than the second-last working day before the day on which the meeting is to
be held, a written statement setting out:
(i) the name of the person and of the proxy or attorney (if any); and
(ii) an address to which notices to the person, proxy or attorney may be
sent; and
(iii) a telephone number at which the person, proxy or attorney may be
contacted; and
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(iv) any facsimile transmission number to which notices to the person,
proxy or attorney may be sent; and
(c) indicate that a person, or the proxy or attorney of a person, who participates
in the meeting by telephone must pay any costs incurred by the person,
proxy or attorney in participating and is not entitled to be reimbursed for
those costs from the assets of the company.
5.6.13B Persons, or their proxies or attorneys, participating by telephone
(1) If a person, or a person’s proxy or attorney, who wishes to participate in a
meeting by means of telephone conference facilities, has given the convenor of
the meeting a statement in accordance with regulation 5.6.13A, the convenor
must take all reasonable steps to ensure that the person, or the person’s proxy or
attorney, is contacted before the start of the meeting on the telephone number
provided by that person.
(2) If the person, proxy or attorney is contacted, the convenor must take all
reasonable steps to ensure that the person, proxy or attorney can hear the
proceedings, and can be heard, by means of those facilities, so that the person,
proxy or attorney can participate in the meeting.
(3) A person who, or whose proxy or attorney, participates in the meeting by
telephone in accordance with this regulation is taken to be present in person at
the meeting.
5.6.14 Time and place of meeting
(1) The convenor of a meeting must convene the meeting at the time and place that
he or she thinks are most convenient for the majority of persons entitled to
receive notice of the meeting.
(2) The convenor must give not less than 5 business days’ notice of the time and
place of the meeting, except in the case of:
(a) a meeting of creditors under section 436E, 439A or 445F, or
subsection 449C(4), of the Act; or
(b) a meeting of a committee of creditors; or
(c) a meeting of a committee of inspection.
(3) Subregulation (1) does not prevent the convenor convening a meeting to take
place at separate venues provided that technology is available at the venues to
give all persons attending the meeting a reasonable opportunity to participate.
5.6.14A Advertisement of a meeting
(1) The convenor of a meeting must lodge, with ASIC, a notice of the meeting in
accordance with subregulation 5.6.75(4).
(2) However, subregulation (1) does not apply if
(a) the meeting is convened under subsection 445F(2) of the Act; or
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(b) the meeting is a meeting of eligible employee creditors mentioned in
paragraph 444DA(2)(a) of the Act.
(3) The notice must state at least the following information:
(a) the name of the company;
(b) any trading name of the company;
(c) the ACN of the company;
(d) the section of the Act under which the notice is being given;
(e) the time, date and place for the meeting;
(f) the purpose for which the meeting is being convened under that section;
(g) the time and date by which proofs of debt, and proxies for the meeting, are
to be submitted;
(h) the name and contact details of the convenor of the meeting.
5.6.14B Meetings not convened in accordance with regulations
A meeting may be held if all the persons who are entitled to be present at, and to
vote at, the meeting agree, even if it has not been convened in accordance with
these regulations.
5.6.15 Costs of convening meetings of creditors etc
(1) A person (other than a liquidator or administrator of a company under
administration or of a deed of company arrangement) at whose request a meeting
of creditors or contributories is convened must:
(a) if the liquidator or administrator requires a security for the payment of
costs before the meeting is convened—deposit with the liquidator or
administrator a sum of money; and
(b) pay the costs of convening the meeting.
(2) The costs of convening a meeting of a committee of inspection or a committee of
creditors must be repaid out of the assets of the company to the person causing it
to be convened if:
(a) the Court so orders; or
(b) the committee by resolution so directs.
5.6.16 Quorum
(1) Subject to subregulation (3), a meeting must not act for any purpose except:
(a) the election of a chairperson; and
(b) the proving of debts; and
(c) the adjournment of the meeting;
unless a quorum is present.
(2) A quorum consists of:
(a) if the number of persons entitled to vote exceeds 2—at least 2 of those
persons; or
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(b) if only one person is, or 2 persons are, entitled to vote—that person or
those persons;
present in person or by proxy or attorney.
(3) A meeting is sufficiently constituted if only one person is present in person at the
meeting if the person represents personally or by proxy or otherwise a number of
persons sufficient to constitute a quorum.
(4) If within 30 minutes after the time appointed for a meeting:
(a) a quorum is not present; or
(b) the meeting is not otherwise sufficiently constituted;
the meeting is adjourned:
(c) to the same day in the next week at the same time and place; or
(d) to the day (not being less than 7 or more than 21 days after the day on
which the meeting is adjourned) and at the time and place that the
chairperson appoints.
(6) The convenor of the meeting, or a person nominated by the convenor, must
immediately give notice of the adjournment to the persons to whom notice of the
meeting must be given under regulation 5.6.12.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this subregulation by the nominated electronic means.
(7) A meeting on the date and at the place to which the meeting is adjourned is not to
be taken to be incompetent to act only because of a failure to comply with
subregulation (6) unless the Court, on the application of the convenor of the
meeting, or of a creditor or contributory, otherwise declares.
(8) If within 30 minutes after the time appointed for the adjourned meeting:
(a) a quorum is not present; or
(b) the meeting is not otherwise sufficiently constituted;
the adjourned meeting lapses.
5.6.17 Chairperson
(1) If a meeting is convened by:
(a) a liquidator; or
(b) a provisional liquidator; or
(c) an administrator of the company under administration or of a deed of
company arrangement; or
(d) a liquidator mentioned in paragraph 579L(1)(e) of the Act;
that person, or a person nominated by that person, must chair the meeting.
(2) In any other case, the persons present and entitled to vote at a meeting must elect
one of their number to be chairperson of the meeting.
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5.6.18 Adjournment of meeting
(1) The chairperson of a meeting:
(a) if so directed by the meeting—must; or
(b) with the consent of the meeting—may;
adjourn the meeting from time to time and from place to place.
(2) A meeting convened under section 439A of the Act must not be adjourned to a
day that is more than 45 business days after the first day on which the meeting
was held.
(3) An adjourned meeting must be held at the place of the original meeting unless:
(a) the resolution for adjournment specifies another place; or
(b) the Court otherwise orders; or
(c) the liquidator or provisional liquidator, or the administrator of a company
under administration or of a deed of company arrangement, otherwise
orders; or
(d) the place of the original meeting is unavailable, in which case the
chairperson may appoint another place.
5.6.19 Voting on resolutions
(1) A resolution put to the vote of a meeting must be decided on the voices unless,
subject to subregulation (5), a poll is demanded, before or on the declaration of
the result of the voices:
(a) by the chairperson; or
(b) by at least 2 persons present in person, by proxy or by attorney and entitled
to vote at the meeting; or
(c) by a person present in person, by proxy or by attorney and representing not
less than 10% of the total voting rights of all the persons entitled to vote at
the meeting; or
(d) in the case of a meeting of members—by a member or members holding
shares in the company conferring a right to vote at a meeting, being shares
on which the total sum paid up is not less than 10% of the total sum paid up
on all the shares conferring that right.
(2) Unless a poll is demanded, the chairperson must declare that a resolution has
been:
(a) carried; or
(b) carried unanimously; or
(c) carried by a particular majority; or
(d) lost;
on the voices.
(3) A declaration is conclusive evidence of the result to which it refers, without
proof of the number or proportion of the votes recorded in favour of or against
the resolution, unless a poll is demanded.
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(4) A demand for a poll may be withdrawn.
(5) A vote taken at a joint meeting of creditors and members of a company must be
decided on the voices.
(6) If a creditor of a company, by contract, surrenders or limits all or some of his or
her rights to vote at a meeting of creditors, then the creditor must not vote except
in accordance with the contract and any vote which is not in accordance with the
contract will not be counted.
5.6.20 Taking a poll
(1) Subject to subregulation (2), if a poll is demanded:
(a) the manner in which it is to be taken; and
(b) the time at which it is to be taken;
must be determined by the chairperson.
(2) A poll demanded on the election of a chairperson or on a question of
adjournment must be taken at once.
5.6.21 Carrying of resolutions after a poll has been demanded at a meeting of
creditors
(1) This regulation applies to a poll taken at a meeting of creditors.
(2) A resolution is carried if:
(a) a majority of the creditors voting (whether in person, by attorney or by
proxy) vote in favour of the resolution; and
(b) the value of the debts owed by the corporation to those voting in favour of
the resolution is more than half the total debts owed to all the creditors
voting (whether in person, by proxy or by attorney).
(3) A resolution is not carried if:
(a) a majority of creditors voting (whether in person, by proxy or by attorney)
vote against the resolution; and
(b) the value of the debts owed by the corporation to those voting against the
resolution is more than half the total debts owed to all creditors voting
(whether in person, by proxy or by attorney).
(4) Subject to subregulation (4B), if no result is reached under subregulation (2) or
(3), then:
(a) the person presiding at the meeting may exercise a casting vote in favour of
the resolution, in which case the resolution is carried; or
(b) the person presiding at the meeting may exercise a casting vote against the
resolution, in which case the resolution is not carried; or
(c) if the person presiding at the meeting does not exercise a casting vote, the
resolution is not carried.
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(4A) If no result is reached under subregulation (2) or (3), and the meeting is not a
meeting of eligible employee creditors, the person presiding at the meeting must
include in the minutes of the meeting the reasons for exercising, or not
exercising, as the case may be, a casting vote under subregulation (4).
(4B) In the case of a meeting of eligible employee creditors mentioned in
paragraph 444DA(2)(a) of the Act, if no result is reached under subregulation (2)
or (3), the resolution is not carried.
(5) In this regulation
creditor includes a debenture holder.
5.6.22 Carrying of resolution after a poll has been demanded at a meeting of
contributories or members
(1) This regulation applies to a poll taken at a meeting of contributories or members.
(2) In counting the majority on a poll demanded on the question that a resolution be
carried, regard must be made to:
(a) the number of votes cast for or against the resolution; and
(b) the number of votes to which each member is entitled by the Act or the
articles of the company.
(3) The chairperson of the meeting has a casting vote in addition to his or her
deliberative vote.
5.6.23 Creditors who may vote
(1) A person is not entitled to vote as a creditor at a meeting of creditors unless:
(a) his or her debt or claim has been admitted wholly or in part by the
liquidator or administrator of a company under administration or of a deed
of company arrangement; or
(b) he or she has lodged, with the chairperson of the meeting or with the
person named in the notice convening the meeting as the person who may
receive particulars of the debt or claim:
(i) those particulars; or
(ii) if required—a formal proof of the debt or claim.
(2) A creditor must not vote in respect of:
(a) an unliquidated debt; or
(b) a contingent debt; or
(c) an unliquidated or a contingent claim; or
(d) a debt the value of which is not established;
unless a just estimate of its value has been made.
(3) A creditor must not vote in respect of:
(a) a debt or a claim on or secured by:
(i) a bill of exchange; or
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(ii) a promissory note; or
(iii) any other negotiable instrument or security;
held by the creditor unless he or she is willing:
(b) to treat the liability to him or her on the instrument or security of a
prescribed person as a security in his or her hands; or
(c) to estimate its value; and
(d) for the purposes of voting (but not for the purposes of dividend), to deduct
it from his or her debt or claim.
(4) For paragraph 5.6.23(3)(b), a prescribed person is a person whose liability is
mentioned in paragraph 5.6.23(3)(a) who:
(a) is liable to the company directly; or
(b) may be liable to the company on the default of another person with respect
to the liability;
at the time of voting, but who is not:
(c) an insolvent under administration; or
(d) a person against whom a winding up order is in force.
5.6.23A Voting status of persons by whom money is advanced to a company
(1) For this Part, a person by whom money is advanced to a company as described in
section 560 of the Act is entitled to one vote at a meeting of creditors.
(2) Subregulation (1) applies whether the person has advanced money to the
company:
(a) on 1 occasion only; or
(b) on more than 1 occasion in respect of the same matter; or
(c) on 1 or more occasions in respect of more than 1 matter.
Note: Paragraph 560(c) of the Act provides that a person by whom money is advanced to a
company in specified circumstances has the same rights as a creditor of the company in
relation to matters set out in Chapter 5 of the Act. This includes voting at a meeting of
creditors of the company.
5.6.24 Votes of secured creditors
(1) For the purposes of voting, a secured creditor must state in the creditor’s proof of
debt or claim:
(a) the particulars of his or her security; and
(b) the date when it was given; and
(c) the creditor’s estimate of the value of the security;
unless he or she surrenders the security.
(2) A creditor is entitled to vote only in respect of the balance, if any, due to him or
her after deducting the value of his or her security as estimated by him or her in
accordance with regulation 5.6.41.
(3) If a secured creditor votes in respect of his or her whole debt or claim, the
creditor must be taken to have surrendered his or her security unless the Court on
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application is satisfied that the omission to value the security has arisen from
inadvertence.
(4) This regulation does not apply to:
(a) a meeting of creditors convened under Part 5.3A of the Act; or
(b) a meeting held under a deed of company arrangement.
5.6.26 Admission and rejection of proofs for purposes of voting
(1) The chairperson of a meeting has power to admit or reject a proof of debt or
claim for the purposes of voting.
(2) If the chairperson is in doubt whether a proof of debt or claim should be admitted
or rejected, he or she must mark that proof as objected to and allow the creditor
to vote, subject to the vote being declared invalid if the objection is sustained.
(3) A decision by the chairperson to admit or reject a proof of debt or claim for the
purposes of voting may be appealed against to the Court within 10 business days
after the decision.
5.6.27 Minutes of meeting
(1) The chairperson must, within the period specified in subregulation (7):
(a) cause minutes of the proceedings to be drawn up and entered in a record
kept for the purpose; and
(b) sign the minutes after they have been entered in the record.
(1A) However, if the meeting is held on a consolidated basis, subregulation (1) does
not require the chairperson to draw up and enter separate minutes for each of the
companies to which the meeting relates.
(2) A record of the persons present in person, by proxy or by attorney at a meeting
must be prepared and kept:
(a) if the meeting is of members or contributories—in accordance with Form
531A; and
(b) if the meeting is of creditors, eligible employee creditors or debenture
holders—in accordance with Form 531B; and
(c) if the meeting is of a committee of inspection or a committee of creditors—
in accordance with Form 531C.
(3) The chairperson at a meeting (other than a meeting of holders of debentures)
must lodge a copy of the minutes of the meeting certified by him or her to be a
true copy within the period specified in subregulation (7).
(3A) However, if the meeting is held on a consolidated basis, subregulation (1) does
not require the chairperson to lodge separate copies of the minutes for each of the
companies to which the meeting relates.
(4) If the chairperson:
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(a) dies without having signed the minutes as required by subregulation (1), or
without having lodged a certified copy of the minutes as required by
subregulation (3); or
(b) becomes incapable, whether through illness or other cause, of signing the
minutes as required by subregulation (1), or of lodging a certified copy of
the minutes as required by subregulation (3);
the convenor of the meeting, if he or she attended the meeting, or a creditor,
member or contributory who attended the meeting, may sign the minutes as
required by subregulation (1) and may certify and lodge a copy of the minutes as
required by subregulation (3).
(5) The administrator of a company under administration or of a deed of company
arrangement, after a meeting of creditors, must cause:
(a) the minutes; and
(b) the record of persons present at the meeting;
prepared in accordance with this regulation to be made available for inspection
by creditors or members at the registered office or principal place of business of
the company in this jurisdiction.
(6) The liquidator must cause:
(a) the minutes; and
(b) the record of persons present at the meeting;
prepared under this regulation to be made available at the principal place at
which he or she practises, for inspection by creditors or contributories.
(7) For subregulations (1) and (3), the specified period is:
(a) for a meeting other than a meeting convened under section 436E or 439A
of the Act—1 month after the end of the meeting; or
(b) for a meeting convened under section 436E or 439A of the Act—10
business days after the end of the meeting.
5.6.28 Appointment of proxies
(1) A person entitled to attend and vote at a meeting may appoint a natural person
over the age of 18 years as his or her proxy to attend and vote at the meeting.
(2) Subject to subregulation (3) and to regulation 5.6.30, a proxy appointed under
this regulation has the same right to speak and vote at the meeting as the person
who appointed the proxy.
(3) If a person claims to be:
(a) the proxy of a person, appointed by an instrument of appointment
mentioned in subregulation 5.6.29(2); and
(b) entitled to attend and vote at a meeting;
the person is not entitled to speak or vote as proxy at the meeting (except in
relation to the election of a chairperson) unless:
(i) the instrument; or
(ii) a facsimile copy of the instrument; or
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(iii) a copy of the instrument sent by email or similar electronic means;
has been lodged with the person named in the notice convening the meeting as
the person who is to receive the instrument, or with the chairperson.
(4) If a person claims to be:
(a) the proxy of a person, appointed by an instrument completed in a way that
allows it to be given by electronic means as described in
subregulation 5.6.29(3); and
(b) entitled to attend and vote at a meeting;
the person is not entitled to speak or vote as proxy at the meeting (except in
relation to the election of a chairperson) unless the instrument has been given by
electronic means to the person named in the notice convening the meeting as the
person who is to receive the instrument, or with the chairperson.
5.6.29 Form of proxies
(1) The appointment of a person as a proxy must be by:
(a) an instrument in accordance with Form 532, completed in hard copy in
compliance with subregulation (2); or
(b) if the person convening the meeting offers an electronic address under
paragraph 5.6.31(2)(a) for the purpose of the receipt of proxy
appointments—a copy of the instrument mentioned in paragraph (a), the
copy made in a way that allows it to be given by electronic means (such as
by emain( � or
(c) if the person convening the meeting offers other electronic means under
paragraph 5.6.31(2)(b) by which a person may give the proxy
appointment—an electronic representation equivalent to Form 532 (such as
an on-line Form) that may be completed and authenticated in compliance
with subregulation (3).
(2) If Form 532 is to be completed in hard copy:
(a) the person appointing the proxy must sign the instrument of proxy, or, if
incapable of writing, attach his or her mark to it; and
(b) the proxy of a person who is blind or incapable of writing must not be
accepted unless:
(i) the person attaches his or her signature or mark to the instrument
appointing the proxy after it has been completed; and
(ii) the instrument is read to him or her by a witness to his or her signature
or mark (not being the person nominated as proxy) who completes the
certificate of witness set out in Form 532.
Note 1: Form 532 may be lodged by facsimile after being completed in hard copy: see
subregulation 5.6.28(3).
Note 2: Form 532 may be lodged by email or similar means, in certain circumstances, after
being completed in hard copy: see paragraph (1)(b).
(3) If Form 532 is to be completed in a way that allows it to be given by electronic
means, the electronic authentication of the appointment of the proxy must
include:
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(a) a method of identifying the person entitled to appoint a proxy; and
(b) an indication of the person’s approval of the information communicated.
(4) In this regulation, electronic means does not include a facsimile transmission.
5.6.30 Instruments of proxy
An instrument appointing a proxy may specify the manner in which the proxy is
to vote on a particular resolution, and the proxy is not entitled to vote on the
resolution except as specified in the instrument.
5.6.31 Proxy forms to accompany notice of meetings
(1) A person convening a meeting must:
(a) send a form of proxy with each notice of the meeting; and
(b) ensure that neither the name or description of any person is printed or
inserted in the body of the form of proxy before it is sent out.
(2) The form of proxy may specify:
(a) an electronic address for the purpose of the receipt of proxy appointments;
and
(b) other electronic means by which a person may give the proxy appointment.
5.6.31A Person may attend and vote by attorney
(1) A person entitled to attend and vote at a meeting may attend and vote at a
meeting by his or her attorney.
(2) A person claiming to be the attorney of a person entitled to attend and vote at a
meeting is not entitled to speak or vote as attorney at the meeting (except in
relation to the election of a chairperson) unless:
(a) the instrument by which the person was appointed as attorney has been
produced to the chairperson; or
(b) the chairperson is otherwise satisfied that the person claiming to be the
attorney of the person entitled to vote is the duly authorised attorney of that
person.
5.6.32 Liquidator etc may act as proxy
A person may appoint:
(a) the liquidator; or
(b) the provisional liquidator; or
(c) the administrator of a company under administration or of a deed of
company arrangement; or
(d) the chairperson of a meeting;
by name or by reference to his or her office, to act as his or her general or special
proxy.
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5.6.33 Voting by proxy if financially interested
A person acting under a general proxy must not vote in favour of any resolution
which would directly or indirectly place:
(a) the person; or
(b) the person’s partner; or
(c) the person’s employer;
in a position to receive any remuneration out of assets of the company except as
a creditor rateably with the other creditors of the company.
5.6.34 Liquidator etc may appoint deputy
If:
(a) a liquidator; or
(b) an administrator of a company under administration or of a deed of
company arrangement; or
(c) a trustee for debenture holders;
holds a proxy and cannot attend the meeting for which it is given, he or she may
in writing appoint a person as a deputy who must:
(d) use the proxy:
(i) on his or her behalf in the manner he or she directs; or
(ii) if the proxy is a special proxy—in accordance with its terms; and
(e) if the person has been appointed by a liquidator—comply with
regulation 5.6.33 as if the person were the liquidator.
5.6.36 Time for lodging proxies
A person named in a notice convening a meeting as the person who is to receive:
(a) an instrument appointing a proxy; or
(b) any other document relating to the validity of the appointment of a proxy;
must not require that instrument or document to be received more than 48 hours
before the meeting.
5.6.36A Facsimile copies of proxies
(1) A person who, for the purposes of a meeting, lodges a faxed copy of an
instrument appointing a proxy or of any document relating to the validity of the
appointment, must lodge the original instrument or document in the manner
mentioned in subregulation 5.6.28(3) within 72 hours after lodging the faxed
copy.
(2) A failure by a person to comply with subregulation (1) will not invalidate the
meeting or anything done at the meeting unless the Court, on the application of
the convenor of the meeting or of a creditor, member or contributory, otherwise
declares.
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5.6.37 Establishing title to priority
Regulations 5.6.39 to 5.6.57 (inclusive) apply to the establishment of a title to
priority as if it were a debt or claim.
5.6.39 Notice to submit particulars of debt or claim
(1) A liquidator may from time to time fix a day, not less than 14 days after the day
on which notice is given in accordance with subregulation (2), on or before
which a creditor may submit particulars of his or her debt or claim.
(2) The notice must be lodged with ASIC in accordance with
subregulation 5.6.75(4).
(3) The notice must state at least the following information:
(a) the name of the company;
(b) any trading name of the company;
(c) the ACN of the company;
(d) the day fixed under subregulation (1).
5.6.40 Preparation of a proof of debt or claim
(1) A proof of debt or claim may be prepared by the creditor personally or by a
person authorised by the creditor.
(2) A proof prepared by an authorised person must state his or her authority and
means of knowledge.
5.6.41 Disclosure of security
A proof of debt or claim must state:
(a) whether the creditor is or is not a secured creditor; and
(b) the value and nature of the creditor’s security (if any); and
(c) whether the debt is secured wholly or in part.
5.6.42 Discounts
In preparing a proof of debt or claim, a creditor must allow for all discounts for
which an allowance would have been made if the company were not being
wound up.
5.6.43 Periodical payments
(1) If rent or any other payment:
(a) falls due at stated times; and
(b) the relevant date is a time other than one of those times;
the person entitled to the rent or other payment may submit a proof of debt or
claim for a proportionate part of the rent or other payment, up to the date of the
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winding up order or resolution, as if the rent or payment accrued from day to
day.
(2) If the liquidator remains in control of premises rented to a company that is being
wound up, subregulation (1) does not affect the right of the landlord of the
premises to claim payment of rent by the company or the liquidator during the
period of the company’s occupation or the liquidator’s control.
5.6.43A Debt or claim of uncertain value—appeal to Court
(1) An appeal to the Court under subsection 554A(3) of the Act must be made:
(a) within 21 days after the person aggrieved becomes aware of the
liquidator’s estimate or, if the period is extended under subregulation (2),
within the extended period; and
(b) in accordance with the rules.
(2) On application by the person aggrieved before or after the end of the period of 21
days mentioned in subregulation (1), the Court may extend the period within
which an appeal must be made.
5.6.44 Debt discount rate (Act s 554B)
The discount by which the amount payable on the future date is to be reduced
under section 554B of the Act is 8% a year calculated from the declaration of the
dividend to the time when the debt would have become payable according to the
terms on which it was contracted.
5.6.45 Employees’ wages
(1) If the employees of a company make demands:
(a) for wages or salaries (whether or not earned wholly or in part by way of
commission), whether or not payable to the employees for annual leave or
long service leave; or
(b) for retrenchment payments;
one proof of debt or claim may be prepared and submitted on behalf of those
employees.
(2) A proof of debt or claim prepared and submitted under subregulation (1):
(a) must have annexed to it a schedule setting out the names of the employees
and the amounts due to each of them; and
(b) has the same effect as if separate proofs had been prepared and submitted
by each of the employees named in the schedule.
5.6.46 Production of bill of exchange and promissory note
If a company is, or may become, liable on:
(a) a bill of exchange; or
(b) a promissory note; or
(c) any other negotiable instrument or security;
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it must be produced to the liquidator before a proof of debt or claim for the
liability can be admitted, unless the Court otherwise orders.
5.6.47 Admission of debt or claim without formal proof
(2) If a liquidator admits a debt or claim without formal proof, it is not necessary for
the liquidator formally to admit the debt or claim in writing.
(3) If a creditor’s debt or claim has been admitted without formal proof, a notice of
dividend is sufficient notice of the admission.
(4) A liquidator must not reject a debt or claim without:
(a) notifying the creditor of the grounds of the liquidator’s rejection; and
(b) requiring that a formal proof of debt or claim be submitted for that debt or
claim.
5.6.48 Notice to creditors to submit formal proof
(1) A liquidator may from time to time fix a day, not less than 14 days after the day
on which notice is given in accordance with subregulation (2), on or before
which creditors of the company whose debts or claims have not been admitted
are formally to prove their debts or claims.
(2) A liquidator must give the notice:
(a) by lodging the notice with ASIC in accordance with
subregulation 5.6.75(4); and
(b) to every person who, to the knowledge of the liquidator, claims to be a
creditor of the company, and whose debt or claim has not been admitted.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this paragraph by the nominated electronic means.
(3) The notice must state at least the following information:
(a) the name of the company;
(b) any trading name of the company;
(c) the ACN of the company;
(d) the day fixed under subregulation (1).
(4) A creditor of the company who fails to comply with a requirement of a liquidator
under subregulation (1) is excluded:
(a) from the benefit of a distribution made before his or her debt or claim is
admitted; and
(b) from objecting to that distribution.
5.6.49 Formal proof of debt or claim
(1) A debt or claim may be formally proved by delivering or sending by post a
formal proof of debt or claim to the liquidator.
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(2) A formal proof of debt or claim:
(a) that is prepared and submitted in accordance with regulation 5.6.45—must
be in accordance with Form 536; and
(b) in any other case—must be in accordance with Form 535.
5.6.50 Contents of formal proof of debt or claim
(1) A formal proof of debt or claim must:
(a) contain detailed particulars of the debt or claim sought to be proved; and
(b) in the case of a debt, include a statement of account; and
(c) specify the vouchers (if any) by which the statement can be substantiated.
(2) The liquidator may at any time call for the production of the vouchers mentioned
in subregulation (1).
5.6.51 Costs of proof
A creditor must bear the cost:
(a) of proving his or her debt or claim; or
(b) of amending a proof of debt or claim;
unless the Court otherwise orders.
5.6.52 Liquidator to notify receipt of proof of debt or claim
If a liquidator is requested to do so by the person submitting a proof of debt or
claim, the liquidator must notify that person of the receipt of the proof and
whether or not it has been admitted under regulation 5.6.47.
5.6.53 Time for liquidator to deal with proofs
(1) A liquidator must, within:
(a) 28 days after receiving a request in writing from a creditor to do so; or
(b) if ASIC allows—any further period;
in writing:
(c) admit all or part of the formal proof of debt or claim submitted by the
creditor; or
(d) reject all or part of the formal proof of debt or claim; or
(e) require further evidence in support of it.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this subregulation by the nominated electronic means.
(2) If the liquidator does not deal with a request under subregulation (1) in
accordance with that subregulation, the creditor who submitted the proof may
apply to the Court for a decision in respect of it.
(3) If the liquidator gives notice in writing to a creditor that further evidence is
required in support of the formal proof of debt or claim submitted by the creditor
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under subregulation (1), the period mentioned in that subregulation is taken not
to have begun to run until the day on which the liquidator receives a sufficient
written answer to his or her notice.
5.6.54 Grounds of rejection and notice to creditor
(1) Within 7 days after the liquidator has rejected all or part of a formal proof of debt
or claim, the liquidator must:
(a) notify the creditor of the grounds for that rejection in accordance with
Form 537; and
(b) give notice to the creditor at the same time:
(i) that the creditor may appeal to the Court against the rejection within
the time specified in the notice, being not less than 14 days after
service of the notice, or such further period as the Court allows; and
(ii) that unless the creditor appeals in accordance with subparagraph (i),
the amount of his or her debt or claim will be assessed in accordance
with the liquidator’s endorsement on the creditor’s proof.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this subregulation by the nominated electronic means.
(2) A person may appeal against the rejection of a formal proof of debt or claim
within:
(a) the time specified in the notice of the grounds of rejection; or
(b) if the Court allows—any further period.
(3) The Court may extend the time for filing an appeal under subregulation (2), even
if the period specified in the notice has expired.
(4) If the liquidator has admitted a formal proof of debt or claim, the notice of
dividend is sufficient notice of the admission.
5.6.55 Revocation or amendment of decision of liquidator
(1) If the liquidator considers that a proof of debt or claim has been wrongly
admitted, the liquidator may:
(a) revoke the decision to admit the proof and reject all of it; or
(b) amend the decision to admit the proof by increasing or reducing the
amount of the admitted debt or claim.
(2) If the liquidator considers that all of a proof of debt or claim has been wrongly
rejected, the liquidator may:
(a) revoke the decision to reject the proof of debt or claim; and
(b) admit all of the proof or admit part of it and reject part of it.
(3) If the liquidator:
(a) revokes a decision to admit a proof of debt or claim and rejects all of it; or
(b) amends that decision by reducing the amount of the admitted debt or claim;
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the liquidator must inform the creditor by whom it was lodged, in writing, of his
or her grounds for the revocation or amendment.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this subregulation by the nominated electronic means.
(4) If the liquidator revokes a decision to admit a proof of debt or claim and rejects
all of it, or amends that decision by reducing the amount of the admitted debt or
claim, the creditor must at once repay to the liquidator:
(a) the amount received as dividend for the proof; or
(b) the amount received as dividend that exceeds the amount that the creditor
would have been entitled to receive if his or her debt or claim had been
originally admitted for the reduced amount.
(5) If the liquidator:
(a) revokes a decision to reject all of a proof of debt or claim; or
(b) amends a decision to admit part of a proof of debt or claim;
by increasing the amount of the admitted debt or claim, the creditor by whom it
was lodged is entitled to be paid, out of available money for the time being in the
hands of the liquidator:
(c) the dividend; or
(d) an additional amount of dividend;
that the creditor would have been entitled to receive if all of the debt or claim
had been originally admitted, or the increased amount had been admitted, before
the available money is applied to pay a further dividend.
(6) The creditor is not entitled to disturb the distribution of any dividends declared
before the liquidator revoked or amended the decision.
5.6.56 Withdrawal or variation of proof of debt or claim
A proof of debt or claim may be withdrawn, reduced or varied by a creditor with
the consent of the liquidator.
5.6.57 Oaths
The liquidator in a winding up by the Court may:
(a) administer an affirmation or oath; and
(b) take an affidavit;
for the purposes of the liquidator’s duties in relation to admitting a debt or claim.
5.6.58 Liquidator to make out provisional list of contributories
If the liquidator of a company considers it necessary to make calls on or adjust
the rights of contributories, the liquidator must, as soon as practicable, make out
a provisional list of contributories in accordance with Form 538.
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Regulation 5.6.59
Corporations Regulations 2001 89
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5.6.59 Time and place for settlement of list
(1) The liquidator must give to each person included in the list not less than 14 days’
notice in writing, in accordance with Form 539, of the time and place appointed
to settle the list.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this subregulation by the nominated electronic means.
(2) The liquidator or a person acting on his or her behalf must lodge a statement in
writing in the prescribed form that notice under subregulation (1) was given to
each person included in the provisional list of contributories.
Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC
in a prescribed form must:
(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and
(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.
On 23 December 2004, a form for the document mentioned in subregulation (2) is not
prescribed in these Regulations.
(3) A statement under subregulation (2) is evidence that the notice was sent to a
person on the list at the address shown for that person, in the absence of evidence
to the contrary.
5.6.60 Settlement of list of contributories
(1) Before settling the list of contributories, the liquidator must hear and determine
any objection by a person to being included in the list.
(2) The liquidator must settle the list of contributories and certify it, in accordance
with Form 541, at the time and place specified in the notice given under
regulation 5.6.59.
5.6.61 Supplementary list
(1) The liquidator may at any time vary or add to the list of contributories by:
(a) making out a provisional supplementary list of contributories in accordance
with Form 542; and
(b) settling and certifying that list in accordance with Form 543.
(2) Regulation 5.6.59 and subregulation 5.6.60(1) apply to making out, or settling
and certifying, a supplementary list by the liquidator.
5.6.62 Notice to contributories
(1) Within 14 days after the settlement of the list, or supplementary list, of
contributories, the liquidator must:
(a) notify each person included in the list, or supplementary list, of his or her
inclusion; and
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(b) at the same time give each person notice that he or she may appeal to the
Court against his or her inclusion within:
(i) 21 days after service of the notice; or
(ii) if the Court allows—any further period.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this subregulation by the nominated electronic means.
(2) A person may appeal against his or her inclusion in the list, or supplementary
list, of contributories, within:
(a) 21 days after service on the person of the notice under subregulation (1); or
(b) if the Court allows—any further period.
(3) The Court may extend the time for filing an appeal under subregulation (2), even
if the period of 21 days specified in subregulation (1) has expired.
(4) A notice for subregulation (1) must be in accordance with Form 544.
(5) The liquidator, or a person acting on the liquidator’s behalf, must lodge a
statement in writing in the prescribed form that notice under subregulation (1)
was given to each person placed on the list, or supplementary list, of
contributories.
Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC
in a prescribed form must:
(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and
(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.
On 23 December 2004, a form for the document mentioned in subregulation (5) is not
prescribed in these Regulations.
(6) A statement under subregulation (5) is sufficient evidence that the notice was
sent to a person on the list at the address shown for that person, in the absence of
evidence to the contrary.
5.6.63 Dividend payable only on admission of a debt or claim
A dividend in the winding up of the affairs of a company may be paid only to a
creditor whose debt or claim has been admitted by the liquidator at the date of
the distribution of dividends.
5.6.64 Application of regulations 5.6.37 to 5.6.57
For regulations 5.6.64 to 5.6.71, regulations 5.6.37 to 5.6.57 apply:
(a) to the formal proof of a debt or claim; and
(b) to the rejection and to an appeal against the rejection of all or part of a
formal proof of a debt or claim.
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Regulation 5.6.65
Corporations Regulations 2001 91
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
5.6.65 Liquidator to give notice of intention to declare a dividend
(1) The liquidator must give notice of his or her intention to declare a dividend not
more than 2 months before the intended date:
(a) by lodging a notice with ASIC in accordance with subregulation 5.6.75(4);
and
(b) in writing, in accordance with Form 547 or, for a final dividend, in
accordance with Form 548, to any person whose debt or claim has not been
admitted and who:
(i) for a winding up by the Court—is shown as a creditor in the report on
the affairs of the company under subsection 475(1) of the Act; or
(ii) for a members’ voluntary winding up—appears in the company’s
records to be a creditor; or
(iii) for a creditors’ voluntary winding up—is shown as a creditor in the
list of creditors prepared in accordance with
subparagraph 497(2)(b)(ii) of the Act; or
(iv) to the knowledge of the liquidator claims to be, or might claim to be, a
creditor of the company.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this paragraph by the nominated electronic means.
(2) A notice in accordance with subregulation (1) must specify a date, not less than
21 days after the date of the notice, on or before which formal proof, in
accordance with Form 535 or 536, of a debt or claim must be submitted to
participate in the distribution.
(2A) Also, the notice must state at least the following information:
(a) the name of the company;
(b) any trading name of the company;
(c) the ACN of the company.
(3) Subject to regulation 5.6.68, a person:
(a) who claims to be a creditor; and
(b) who does not submit a formal proof of a debt or claim on or before the date
specified in the notice given under subregulation (1);
is excluded from participating in the distribution to which that notice relates.
5.6.66 Time allowed for dealing with formal proof of debt or claim
(1) If the liquidator has given notice in accordance with subregulation 5.6.65(1), the
liquidator must:
(a) within 14 days after the date shown in the notice; or
(b) within such further period as ASIC allows;
in writing:
(c) before the end of that period:
(i) admit a formal proof of debt or claim received by the liquidator; or
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Part 5.6 Winding up generally
Regulation 5.6.67
92 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(ii) reject it; or
(iii) admit part of it and reject part of it; or
(iv) require further evidence in support of it; and
(d) give notice of the liquidator’s decision to the creditor who submitted the
proof.
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this paragraph by the nominated electronic means.
(2) If, within whichever period is applicable under paragraph (1)(a) or (b) or
subregulation (3), the liquidator does not, in writing, deal with a formal proof of
debt or claim in accordance with paragraphs (1)(c) and (d), the creditor who
submitted the proof may apply to the Court for a decision on it.
(3) If the liquidator gives notice to a creditor that further evidence is required in
relation to a formal proof of debt or claim submitted by the creditor:
(a) the liquidator must, in writing, deal with the formal proof of debt or claim
in accordance with paragraphs (1)(c) and (d), within whichever period
mentioned in paragraph (1)(a) or (b) is applicable; and
Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that
provision, nominated electronic means to receive notices, the notifier may give or send
the notice mentioned in this paragraph by the nominated electronic means.
(b) that period must be taken not to have begun to run until the day on which
the liquidator receives a sufficient written answer to his or her request.
5.6.67 Declaration and distribution of dividend
(1) The liquidator must, as soon as practicable, declare and distribute a dividend
among the creditors whose debts or claims have been admitted.
(2) The liquidator must distribute as dividend all money in hand except enough:
(a) to meet the costs of administration; or
(b) to give effect to the provisions of the Act.
(3) If the liquidator declares a dividend, he or she must send a notice of that
declaration, in accordance with Form 549, to every person entitled to receive
payment of the dividend.
5.6.68 Rights of creditor who has not proved debt before declaration of dividend
(1) If:
(a) a creditor’s debt or claim has not been admitted before the declaration of a
dividend; and
(b) the debt or claim is admitted;
the creditor is entitled to be paid dividends that the creditor has failed to receive,
out of any available money for the time being in the hands of the liquidator,
before that money is applied to the payment of a further dividend.
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Regulation 5.6.69
Corporations Regulations 2001 93
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(2) A creditor is not entitled to disturb the distribution of a dividend declared before
the creditor’s debt or claim was admitted.
5.6.69 Postponement of declaration
If the liquidator postpones the declaration of a dividend past the date shown for
that purpose in the notice lodged with ASIC in accordance with
subregulation 5.6.75(4), the liquidator must lodge another notice with ASIC for
publication on the publication website of the liquidator’s intention to declare a
dividend.
5.6.70 Payment of dividend to a person named
If a person to whom a dividend is payable lodges an authority in accordance with
Form 550 with the liquidator, the liquidator must pay the dividend to the person
to whom payment is directed by that authority.
5.6.70A Prescribed rate of interest on debts and claims from relevant date to
date of payment
For section 563B of the Act, the prescribed rate of interest on the amount paid in
respect of an admitted debt or claim for the period starting on the relevant date
and ending on the day on which the payment is made is 8% a year.
5.6.70B Notice of disclaimer
(1) This regulation is made for subsection 568A(2) of the Act.
(2) The information about a disclaimer that is to be set out in a notice is at least the
following information:
(a) the name of the company;
(b) any trading name of the company;
(c) the ACN of the company;
(d) the paragraph of subsection 568(1) of the Act under which the property is
disclaimed;
(e) a description of the property;
(f) if the property is a contract (other than an unprofitable contract or a lease
of land)—the date on which the Court granted leave under
subsection 568(1A) of the Act;
(g) the name and contact details of the liquidator.
5.6.71 Distribution of surplus in a winding up by the Court
(1) An order in a winding up by the Court authorising the liquidator to distribute any
surplus to a person entitled to it must, unless the Court otherwise directs, have
annexed to it a schedule in accordance with Form 551.
(2) The liquidator must send to each person to whom any surplus is distributed a
notice in accordance with Form 552.
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Regulation 5.6.72
94 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
5.6.72 Distribution of surplus as directed
If a person who receives a notice of distribution of surplus in accordance with
subregulation 5.6.71(2) lodges with the liquidator an authority in accordance
with Form 553, the liquidator must distribute that surplus to the person to whom
payment is directed by that authority.
5.6.73 Eligible unsecured creditor
Creditors that are eligible unsecured creditors
(1) For paragraph 579Q(1)(b) of the Act, the following creditors are specified:
(a) a creditor to which either of the following applies as a result of a
modification of the Act made under paragraph 571(1)(d) of the Act:
(i) a debt payable by a company or companies in a group to any other
company or companies in the group is not extinguished;
(ii) a claim that a company or companies in a group has against any other
company or companies in the group is not extinguished;
(b) a creditor that is determined by a Court to be an eligible unsecured creditor.
Creditors that are not eligible unsecured creditors
(2) For subsection 579Q(2) of the Act, a creditor that is determined by a Court not to
be an eligible unsecured creditor is specified.
5.6.74 Interpretation: prescribed countries
For the definition of prescribed country in section 580 of the Act, the following
countries are prescribed:
(a) the Bailiwick of Jersey;
(b) Canada;
(c) the Independent State of Papua New Guinea;
(d) Malaysia;
(e) New Zealand;
(f) the Republic of Singapore;
(g) Switzerland;
(h) the United Kingdom;
(i) the United States of America.
5.6.75 Publication in the prescribed manner
(1) ASIC must establish and maintain a website (the publication website) on which
it publishes notices that have to be:
(a) published in the prescribed manner under Part 5.1, 5.3A, 5.4, 5.4B, 5.4C,
5.5, 5.6, 5.8 or 5A.1 of the Act; or
(b) lodged in accordance with this section.
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Regulation 5.6.75
Corporations Regulations 2001 95
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(2) ASIC is taken to have complied with a requirement to publish a notice, or a copy
of a notice, in the prescribed manner if ASIC publishes the notice on the
publication website.
(3) A person (other than ASIC) is taken to have complied with a requirement to
publish a notice, or a copy of a notice, in the prescribed manner if the person
electronically lodges the notice with ASIC for publication by ASIC.
(4) A person electronically lodges a notice, or a copy of a notice, with ASIC if:
(a) the person:
(i) pays the fee prescribed under the Corporations (Fees)
Regulations 2001; and
(ii) sends the notice in an electronic communication to the portal for
ASIC’s publication website, in the format required by ASIC; and
(iii) receives an electronic communication from ASIC that confirms the
fee has been paid and the notice has been lodged; or
(b) the notice, or a copy of the notice, appears on the publication website.
(5) If a person lodges a notice, or a copy of a notice, in accordance with
subsection (4), ASIC must publish the notice or copy of the notice on the
publication website.
(6) In this regulation:
electronic communication has the meaning given by subsection 5(1) of the
Electronic Transactions Act 1999.
Note: This regulation is made for section 1367A of the Act.
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Chapter 5B Bodies corporate registered as companies, and registrable bodies
Part 5B.2 Registrable bodies
Regulation 5B.2.01
96 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 5B—Bodies corporate registered as
companies, and registrable bodies
Part 5B.2—Registrable bodies
5B.2.01 Certified copies of certificates of incorporation etc
For paragraphs 601CB(a) and 601CE(a) of the Act, a certified copy of a current
certificate of the incorporation or registration in its place of origin, or a document
of similar effect, of:
(a) a registrable Australian body; or
(b) a foreign company;
that is lodged with an application for registration under Division 1 or 2 of
Part 5B.2 of the Act, must be a copy that:
(c) within the 3 months immediately before the day on which it is lodged; or
(d) if ASIC permits—within a longer period;
has been certified to be a true copy by a person:
(e) who has the custody of the original document under a law in force in the
place of origin of the corporation or company; and
(f) who exercises under that law functions similar to those exercised by ASIC.
5B.2.02 Manner of certifying constituent documents
For paragraphs 601CB(b) and 601CE(b) of the Act, a certified copy of a
constitution of:
(a) a registrable Australian body; or
(b) a foreign company;
must be a copy that:
(c) within the period of 3 months immediately preceding the day on which it is
lodged; or
(d) if ASIC permits—a longer period;
has been certified to be a true copy:
(e) by a person:
(i) to whom the custody of the original document is committed under a
law in force in the place of origin of the corporation or company; and
(ii) who exercises under that law functions similar to those exercised by
ASIC; or
(f) by a notary public; or
(g) by a director or secretary of the body:
(i) if the body is a registrable Australian body—by a statement in
writing; or
(ii) if the body is a foreign company—by affidavit.
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Registrable bodies Part 5B.2
Regulation 5B.2.03
Corporations Regulations 2001 97
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
5B.2.03 Manner of sending letters (Act ss 601CC(2) and 601CL(3))
For subsections 601CC(2) and 601CL(3) of the Act, a letter must be sent by post.
5B.2.04 Manner of sending notices (Act ss 601CC(3) and 601CL(4))
For subsections 601CC(3) and 601CL(4) of the Act, a notice must be sent by
prepaid certified mail.
5B.2.05 Prescribed countries (Act s 601CDA(a))
For paragraph 601CDA(a) of the Act, a country mentioned in the following table
is prescribed:
Item Country
1 New Zealand
5B.2.06 Notices (Act s 601CV(1))
(1) A notice in writing of a change in a constitution or other document, in
accordance with paragraph 601CV(1)(b) of the Act, must be accompanied by a
copy of the instrument effecting the change or a copy of the document as
changed, being a copy that is certified to be a true copy of that instrument or
document by a person mentioned in paragraph 5B.2.02(e), (f) or (g).
(2) A notice in writing of a change in director’s powers, in accordance with
subparagraph 601CV(1)(d)(i) of the Act, must be accompanied by a
memorandum in writing executed by or on behalf of the foreign company after a
change in those powers stating the powers of its directors as changed.
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Chapter 5B Bodies corporate registered as companies, and registrable bodies
Part 5B.3 Names of registrable Australian bodies and foreign companies
Regulation 5B.3.01
98 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5B.3—Names of registrable Australian bodies and
foreign companies
5B.3.01 Availability of names (Act s 601DC)
(1) For paragraphs 601DC(1)(a) and (b) of the Act, the rules for ascertaining
whether a name is identical with another name are the rules set out in Part 1 of
Schedule 6.
(2) For paragraph 601DC(1)(c) of the Act, a name is unacceptable for registration
under the regulations if the name is unacceptable under the rules set out in Part 2
of Schedule 6.
5B.3.02 Consents required for use of certain letters, words and expressions
(1) This regulation applies to a name if:
(a) the name:
(i) is the subject of an application for registration of a name under
section 601BC, 601CB or 601CE of the Act; or
(ii) is the subject of an application for reservation of a name under
section 601DA of that Act; or
(iii) for a notice of change of name under section 601DH of the Act—is
the name to which the previous name is to be changed; and
(b) the name is, uses or includes:
(i) letters, or a word or expression, specified in column 2 of an item in
Part 4 or 5 of Schedule 6; or
(ii) other letters, or another word or expression (whether or not in
English), that is of like import to the letters, word or expression
specified in the item.
(2) In paragraph (1)(b), a reference to letters, a word or an expression being used
includes a reference to the letters, word or expression being used:
(a) as part of another word or expression; or
(b) in combination with other words or letters, or other symbols.
(3) However, this regulation does not apply to use of the letters ADI as part of
another word.
Example: The letters adi appear in the word traditional. This regulation does not apply to use of the word traditional.
(4) If an item in Part 4 of Schedule 6 applies in relation to the name, the application
or notice must be accompanied by the written consent of the Minister who is
specified in the item.
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Names of registrable Australian bodies and foreign companies Part 5B.3
Regulation 5B.3.03
Corporations Regulations 2001 99
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(5) If an item in Part 5 of Schedule 6 applies in relation to the name, the application
or notice must be accompanied by the written consent of the public authority,
instrumentality or agency that is specified in the item.
5B.3.03 Exemptions from requirement to set out ARBN etc on certain
documents (Act s 601DG)
For section 601DG of the Act, the exemptions provided for in Schedule 7 apply
in relation to the requirements of paragraphs 601DE(1)(b), (c) and (d) of the Act.
5B.3.04 Notices (Act s 601DH (1))
(1) A notice in writing of a change of name in accordance with subsection 601DH(1)
of the Act, must have annexed to it:
(a) a copy of the certificate of incorporation or registration of the registered
body, or a document of similar effect, being a certificate or document
evidencing the change; or
(b) if no certificate or document of that kind exists—a copy of the instrument
effecting the change;
being a copy that is certified by a person mentioned in paragraph 5B.2.02(e), (f)
or (g) to be a true copy of that certificate, document or instrument.
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Chapter 5C Managed investment schemes
Part 5C.1 Registration of managed investment schemes
Regulation 5C.1.01
100 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 5C—Managed investment schemes
Part 5C.1—Registration of managed investment schemes
5C.1.01 Applying for registration
(1) An application under section 601EA of the Act to register a managed investment
scheme must be in the approved form.
(2) The form must state the name of the managed investment scheme.
(3) The stated name must not be the same as the name of:
(a) another managed investment scheme that is the subject of an application
for registration that is lodged but not yet determined; or
(b) a registered scheme.
(4) A statement made for paragraph 601EA(4)(c) of the Act must be in the approved
form.
5C.1.02 Change of name of registered schemes
(1) To change the name of a registered scheme, the responsible entity of the scheme
must lodge a notice in the approved form stating the proposed name of the
scheme.
(2) The stated name must not be the same as the name of:
(a) another managed investment scheme that is the subject of an application
for registration under section 601EB of the Act that is lodged but not yet
determined; or
(b) a registered scheme.
(3) On application in accordance with this regulation, ASIC must amend the record
of the registration of the scheme to include the name of the scheme as proposed
to be amended.
5C.1.03 Modification (Act s 601QB)
(1) For section 601QB of the Act, the operation of Chapter 5C of the Act is modified
in accordance with this regulation.
(2) If:
(a) a managed investment scheme is registered under section 601EB of the
Act; and
(b) the managed investment scheme is also registered on the Australian
Business Register; and
(c) the last 9 digits of the ABN of the registered scheme are the same, and in
the same order, as the last 9 digits of its ARSN; and
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Regulation 5C.1.03
Corporations Regulations 2001 101
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(d) a document relating to the scheme is lodged with ASIC, and displays that
ABN;
section 601EC of the Act does not apply to the document.
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Chapter 5C Managed investment schemes
Part 5C.2 The responsible entity
Regulation 5C.2.01
102 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5C.2—The responsible entity
5C.2.01 Duty of responsible entities’ agents—surveillance checks
The agent of a responsible entity must take all reasonable steps to assist the
entity and ASIC when ASIC is conducting a check whether the entity is
complying with the constitution and compliance plan of a registered scheme and
with the Act.
5C.2.02 Appointment of temporary responsible entities
ASIC, or a member of a registered scheme, may apply to the Court for the
appointment of a temporary responsible entity of the scheme if ASIC or member
reasonably believes that the appointment is necessary to protect scheme property
or the interests of members of the scheme.
5C.2.03 Form of notices (Act ss 601FL(2) and 601FM(2))
A notice to be lodged under subsection 601FL(2) or 601FM(2) of the Act must
be in the approved form.
5C.2.04 Notice of appointment of temporary responsible entities
As soon as practicable after the Court appoints a temporary responsible entity for
a registered scheme on application by a member of the scheme under
section 601FN of the Act, the member must lodge a notice in the approved form
that tells ASIC of the appointment.
5C.2.05 Form of notices (Act s 601FP(3))
A notice to be lodged under subsection 601FP(3) of the Act must be in the
approved form.
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Managed investment schemes Chapter 5C
The compliance plan Part 5C.4
Regulation 5C.4.01
Corporations Regulations 2001 103
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5C.4—The compliance plan
5C.4.01 Agents’ authorities to be lodged
If a compliance plan, or modification of a plan, lodged with ASIC under
section 601HC or subsection 601HE(3) of the Act is signed by an agent of the
directors of the responsible entity of the registered scheme to which the plan
relates, the authority to do so, or a copy of the authority verified by a director of
the entity, must be attached to the plan or modification.
5C.4.02 Agents to assist auditors of compliance plans
An agent of the responsible entity of a registered scheme, and an officer of the
agent, must:
(a) allow the auditor of the scheme’s compliance plan to have access to the
books of the scheme; and
(b) if the auditor requires the agent or entity to give the auditor information or
an explanation for the audit—give the information or explanation to the
auditor; and
(c) otherwise assist the conduct of the audit.
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Chapter 5C Managed investment schemes
Part 5C.5 The compliance committee
Regulation 5C.5.01
104 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5C.5—The compliance committee
5C.5.01 Responsible entities etc to assist compliance committees
(1) This regulation applies to a person who is the responsible entity of a registered
scheme, an officer of the entity, an agent of the entity or an officer of the agent.
(2) The person must:
(a) allow the compliance committee to have access to the books of the scheme;
and
(b) if the committee requires the person to give the committee information or
an explanation about the scheme—give the information or explanation to
the committee; and
(c) otherwise assist the committee in the performance of its functions.
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Winding up Part 5C.9
Regulation 5C.9.01
Corporations Regulations 2001 105
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5C.9—Winding up
5C.9.01 Notice of commencement of winding up
The responsible entity of a registered scheme must lodge a notice in the approved
form telling ASIC that winding up of the scheme has commenced, or been
completed, within 14 days of the commencement or completion.
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Chapter 5C Managed investment schemes
Part 5C.11 Exemptions and modifications
Division 1 Exemptions
Regulation 5C.11.01
106 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5C.11—Exemptions and modifications
Division 1—Exemptions
5C.11.01 Certain schemes not managed investment schemes
(1) For paragraph (n) of the definition of managed investment scheme in section 9
of the Act, each of the following schemes is declared not to be a managed
investment scheme:
(a) an approved benefit fund within the meaning given by subsection 16B (1)
of the Life Insurance Act 1995;
(b) a scheme (a litigation funding scheme) that has all of the following
features:
(i) the dominant purpose of the scheme is for each of its general
members to seek remedies to which the general member may be
legally entitled;
(ii) the possible entitlement of each of its general members to remedies
arises out of:
(A) the same, similar or related transactions or circumstances that
give rise to a common issue of law or fact; or
(B) different transactions or circumstances but the claims of the
general members can be appropriately dealt with together;
(iii) the possible entitlement of each of its general members to remedies
relates to transactions or circumstances that occurred before or after
the first funding agreement (dealing with any issue of interests in the
scheme) is finalised;
(iv) the steps taken to seek remedies for each of its general members
include a lawyer providing services in relation to:
(A) making a demand for payment in relation to a claim; or
(B) lodging a proof of debt; or
(C) commencing or undertaking legal proceedings; or
(D) investigating a potential or actual claim; or
(E) negotiating a settlement of a claim; or
(F) administering a deed of settlement or scheme of settlement
relating to a claim;
(v) a person (the funder) provides funds, indemnities or both under a
funding agreement (including an agreement under which no fee is
payable to the funder or lawyer if the scheme is not successful in
seeking remedies) to enable the general members of the scheme to
seek remedies;
(vi) the funder is not a lawyer or legal practice that provides a service for
which some or all of the fees, disbursements or both are payable only
on success;
(c) a scheme (a litigation funding scheme) that has all of the following
features:
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Exemptions and modifications Part 5C.11
Exemptions Division 1
Regulation 5C.11.01
Corporations Regulations 2001 107
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(i) the scheme relates to a Chapter 5 body corporate;
(ii) the creditors or members of the body corporate provide funds
(including through a trust), indemnities or both to the body corporate
or external administrator;
(iii) the funds, indemnities or both enable the external administrator or the
body corporate to:
(A) conduct investigations; or
(B) seek or enforce a remedy against a third party; or
(C) defend proceedings brought against the body corporate in
relation to the external administration of the body corporate
(other than in relation to allegations, made by creditors or
members of the body corporate, of negligence or
non-performance of duties by the external administrator);
(d) an arrangement (a litigation funding arrangement) that has all of the
following features:
(i) the dominant purpose of the arrangement is:
(A) for a general member to seek remedies to which the general
member may be legally entitled; or
(B) proving claims made by one individual under Division 6 of
Part 5.6 of the Act (which may include the funding of the
preparation and the lodgement of the proofs);
(ii) the steps taken to seek remedies include a lawyer providing services
in relation to:
(A) making a demand for payment in relation to a claim; or
(B) lodging a proof of debt; or
(C) commencing or undertaking legal proceedings; or
(D) investigating a potential or actual claim; or
(E) negotiating a settlement of a claim; or
(F) administering a deed of settlement or scheme of settlement
relating to a claim;
(iii) a person (the funder) provides funds, indemnities or both under a
funding agreement (including an agreement under which no fee is
payable to the funder or lawyer if the arrangement is not successful in
seeking remedies) to enable the general member of the arrangement to
seek remedies;
(iv) the funder is not a lawyer or legal practice that provides a service for
which some or all of the fees, disbursements or both are payable only
on success;
(v) the arrangement is not a litigation funding scheme.
(2) In this regulation:
external administrator includes an administrator, a liquidator (including a
provisional liquidator) and a controller.
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Part 5C.11 Exemptions and modifications
Division 1 Exemptions
Regulation 5C.11.01
108 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
general member:
(a) in relation to a litigation funding scheme—means a member of the scheme
who:
(i) is not the funder; and
(ii) is not a lawyer providing services for the purposes of the scheme; and
(b) in relation to a litigation funding arrangement—means the party to the
arrangement who:
(i) is not the funder; and
(ii) is not a lawyer providing services for the purposes of the arrangement.
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Exemptions and modifications Part 5C.11
Modifications Division 2
Regulation 5C.11.02
Corporations Regulations 2001 109
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Division 2—Modifications
5C.11.02 Modifications
For section 601QB of the Act, the operation of the Act is modified in accordance
with this Division.
5C.11.03 Register of members of registered schemes (Act s 169(1))
The register of members of a registered scheme need not contain information
about a member whose only interest in the scheme is as the holder of an option.
5C.11.03A How to work out the value of an interest
If a registered scheme is quoted on 2 or more prescribed financial markets,
paragraph 253F(a) of the Act is to be applied so that the value of an interest in
the registered scheme is taken to be the last sale price, on the market on which
the scheme is listed, on the trading day immediately before the day on which the
poll is taken.
5C.11.04 Names of registered schemes (Act s 601EB(1))
ASIC must not register a managed investment scheme if the name of the scheme
stated under subregulation 5C.1.01(2) does not comply with
subregulation 5C.1.01(3).
5C.11.05A Schemes not required to be registered (Act s 601ED)
Subsection 601ED(2) of the Act has effect as if the words ‘and Division 2 of
Part 7.9 applied to the interests at that time’ were inserted after the words ‘when
the issues were made’.
5C.11.06 Liability of responsible entities (Act s 601FB(4))
In determining the liability under subsection 601FB(2) of the Act of the
responsible entity of a registered scheme to the members of the scheme for an act
or omission of an agent appointed by the entity under that subsection, the amount
recovered under subsection 601FB(4) of the Act is to be disregarded.
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Chapter 5D Licensed trustee companies
Part 5D.1 Preliminary
Regulation 5D.1.01
110 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 5D—Licensed trustee companies
Part 5D.1—Preliminary
5D.1.01 Prescribed requirements for publication
For the definition of publish in section 601RAA of the Act:
(a) a notice mentioned in paragraph 601WBH(b) of the Act is to be published
in the Gazette and on the ASIC website; and
(b) a notice mentioned in paragraph 601WDA(1)(b) or subsection 601WDA(3)
of the Act is to be published in a national newspaper and on the
transferring company’s website.
5D.1.01A Meaning of trustee company
(1) For subsection 601RAB(1) of the Act, a company that is listed in Schedule 8AA
is a trustee company for the purpose of the Act.
(2) A company that performs the function of the Public Trustee of a State or
Territory may only be listed in Schedule 8AA if:
(a) the State or Territory requests the Minister to prescribe the company as a
trustee company; and
(b) the Minister agrees to the request.
5D.1.02 Meaning of traditional trustee company services and estate management
functions
(1) For paragraph 601RAC(3)(f) of the Act, acting in any of the following capacities
is prescribed:
(a) as trustee for the holders of debt securities of a body;
(b) as trustee of a trust established for purposes that include issuing debt
securities (including loan-backed securities and mortgage-backed
securities) or managing or servicing the assets of the trust;
(c) as trustee for the benefit of present or future creditors of another person
when holding:
(i) mortgages, charges, guarantees, indemnities or other rights or benefits
that have been given to secure debts owing to the creditors; and
(ii) the proceeds from the enforcement of any of the securities mentioned
in subparagraph (i);
Note: Securities is defined in section 92 of the Act.
(d) as custodian for another trustee or for the responsible entity of a registered
scheme or other commercial entity;
(e) as trustee of a managed investment scheme the main assets of which
consist of land and improvements on the land where the trustee is not
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responsible for the daily management of the land or any business
conducted on the land;
Note: Managed investment scheme is defined in section 9 of the Act.
(f) as trustee for employee share or benefit schemes;
(g) as trustee for trusts the main activities of which consist of making loans to,
or otherwise investing in, companies or other commercial entities;
(h) as an escrow agent;
(i) as a person named in a will as an executor when not actively providing a
service or function;
(j) as a person named in a power of attorney as an attorney when not actively
providing a service or function;
(k) preparing a power of attorney for a person’s medical treatment or for
guardianship of a person’s affairs;
(l) preparing a living will or advance health directive of any kind.
(2) In this regulation:
custodian does not include a trustee establishing and operating a common fund.
debt security means:
(a) any debenture, debenture stock, bond, note or other security of a
corporation or body; or
(b) any convertible note issued by a company or any convertible note in a unit
trust scheme issued by the trustee of a unit trust scheme; or
(c) any right to a security mentioned in paragraph (a) or (b);
whether or not it is a charge on the assets of the corporation, company, society or
unit trust scheme.
employee share or benefit scheme means a scheme under which a company
offers for issue or sale shares (or options over issued shares) in the company, or
some other benefit in the company, only to a director or employee of the
company, or of an associated body corporate, when the offer is made.
escrow agent means a person with whom is deposited a contract, deed, bond or
other written agreement or property for delivery to the grantee, promisee or some
other person on resolution of a dispute or fulfilment of some condition.
loan-backed security means:
(a) an instrument or property:
(i) creating a right or interest (whether described as a unit, bond or
otherwise) for a beneficiary; or
(ii) conferring a right or interest (whether described as a unit, bond or
otherwise) on a beneficiary; or
(iii) consisting of a right or interest (whether described as a unit, bond or
otherwise) of a beneficiary;
in a scheme under which the profits, distributions of capital or income in
which beneficiaries share arise or arises from the acquisition, holding,
management or disposal of a loan or pool of loans; or
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Regulation 5D.1.03
112 Corporations Regulations 2001
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(b) an instrument which evidences a right or interest mentioned in
paragraph (a); or
(c) a debt security:
(i) the payments under which by the person that issues or makes the
instrument are derived mainly from the acquisition, holding,
management or disposal of a loan or pool of loans; and
(ii) that is secured by a mortgage or charge over a loan or pool of loans.
mortgage-backed security has the meaning given in regulation 5D.1.03.
5D.1.03 Meaning of mortgage-backed security
(1) A mortgage-backed security is:
(a) an interest in a trust that entitles the holder of, or beneficial owner under,
the interest to:
(i) the whole, or any part, of the rights or entitlements of a mortgagee and
any other rights or entitlements in respect of a mortgage or pool of
mortgages; or
(ii) any amount payable by the mortgagor or mortgagors under a
mortgage or mortgages (whether or not the amount is payable to the
holder of, or beneficial owner under, the interest on the same terms as
under the mortgage or mortgages); or
(iii) payments that are derived mainly from the income or receipts of a
mortgage or pool of mortgages;
and that may, in addition, entitle the holder, or beneficial owner, to a
transfer or assignment of the mortgage or mortgages; or
(b) a debt security (whether or not in writing) the payments under which by the
person who issues or makes the debt security are derived mainly from the
income or receipts of a mortgage or pool of mortgages; or
(c) any of the following:
(i) an interest in a trust:
(A) creating a right or interest (whether described as a unit, bond
or otherwise) for a beneficiary; or
(B) conferring a right or interest (whether described as a unit,
bond or otherwise) on a beneficiary; or
(C) consisting of a right or interest (whether described as a unit,
bond or otherwise) of a beneficiary;
in a scheme under which any profit or income in which the
beneficiaries share arises from the acquisition, holding, management
or disposal of a mortgage, pool of mortgages or the income or receipts
of a mortgage or pool of mortgages;
(ii) any instrument that evidences a right or interest mentioned in
subparagraph (i);
(iii) a security (whether or not in writing) the payments under which by
the person who issues or makes the security are derived mainly from
the income or receipts of a mortgage or pool of mortgages;
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(iv) an interest in a trust or a debt security (whether or not in writing);
(v) an instrument or property that creates an interest in, or charge over an
interest in, a trust;
(vi) a debt security (whether or not in writing);
(vii) any other property to which paragraph (a) or (b) or subparagraph (i),
(ii) or (iii) applies.
(2) However, a mortgage-backed security does not include an instrument or property
consisting of any of the following:
(a) a mortgage;
(b) the transfer of a mortgage;
(c) a declaration of trust.
5D.1.04 Interaction between trustee company provisions and State and
Territory laws
(1) For paragraph 601RAE(4)(a) of the Act, the trustee company provisions are
intended to apply to the exclusion of the provisions of State or Territory laws
prescribed in Schedule 8AB.
(2) For paragraph 601RAE(4)(b) of the Act, the trustee company provisions are
intended not to apply to the exclusion of the State or Territory laws, or the
provisions of State or Territory laws, prescribed in Schedule 8AC, so far as those
laws relate to an administrator of a person’s estate.
(3) For paragraph 601RAE(4)(b) of the Act, the trustee company provisions are
intended not to apply to the exclusion of the State or Territory laws, or the
provisions of State or Territory laws, prescribed in Schedule 8AD.
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Chapter 5D Licensed trustee companies
Part 5D.2 Powers etc of licensed trustee companies
Division 2.1 Annual Information Returns
Regulation 5D.2.01
114 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5D.2—Powers etc of licensed trustee companies
Division 2.1—Annual Information Returns
5D.2.01 Obligation on licensed trustee company to provide an annual
information return if requested
(1) For section 601SAB of the Act, this regulation prescribes the obligation of a
licensed trustee company to provide an annual information return.
(2) The licensed trustee company commits an offence if:
(a) a person mentioned in subregulation (3) requests an annual information
return; and
(b) the company does not provide the return to the person in accordance with
the requirements in subregulations (5), (6) and (8) and regulation 5D.2.02.
Penalty: 50 penalty units.
(3) A person may request an annual information return if the person is one of the
following:
(a) in the case of the estate of a deceased person:
(i) if the person died testate—a beneficiary under the deceased person’s
will; or
(ii) if the person died intestate—a person who, under a law of a State or
Territory, has, is entitled to, or claims to be entitled to, an interest in
the deceased person’s estate; or
(iii) a person who has commenced a proceeding in a court, under a law of
a State or Territory, to seek to be included as a beneficiary of the
deceased person’s estate;
(b) in relation to a charitable trust:
(i) the settlor, or one of the settlors, of the trust; or
(ii) a person who, under the terms of the trust, has power to appoint or
remove a trustee of the trust or to vary (or cause to be varied) any of
the terms of the trust; or
(iii) a person, or a person’s appointed successor, who is named in the
instrument establishing the trust as a person who must, or may, be
consulted by the trustee or trustees before distributing or applying
money or other property for the purposes of the trust;
(c) in the case of any other trust:
(i) the settlor, or one of the settlors, of the trust; or
(ii) a person who, under the terms of the trust, has power to appoint or
remove a trustee of the trust or to vary (or cause to be varied) any of
the terms of the trust; or
(iii) a beneficiary of the trust.
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Powers etc of licensed trustee companies Part 5D.2
Annual Information Returns Division 2.1
Regulation 5D.2.02
Corporations Regulations 2001 115
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(4) The person must make the request for an annual information return in writing to
the licensed trustee company and may indicate in the request which one of the
following forms of return is required:
(a) by sending it to the person’s postal address;
(b) by emailing it to a nominated email address.
(5) The annual information return must be provided within 30 days after the request
from the person is received by the licensed trustee company, and then annually.
(6) The annual information return must be for the last financial year that the licensed
trustee company has provided a service to the person who has requested the
return.
(7) However, the licensed trustee company is not required to provide an annual
information return covering a period:
(a) before 1 July 2010; or
(b) before it provided a service to the person.
(8) The annual information return must be provided as follows:
(a) if requested in a particular form—in the form requested;
(b) in all other cases—by sending it to the person’s postal address.
5D.2.02 Information to be included in annual information return
The annual information return provided by a licensed trustee company must
include the following:
(a) for a person mentioned in subparagraphs 5D.2.01(3)(a)(i) and (ii) and
(c)(iii):
(i) details of income earned on the person’s interest in the trust or estate;
and
(ii) details of expenses in operating the trust or estate in relation to the
person’s interest in the trust or estate; and
(iii) the net value of the person’s interest in the trust or estate;
(b) for any other person mentioned in subregulation 5D.2.01(3):
(i) details of income earned on the trust’s assets; and
(ii) details of expenses in operating the trust’s assets, including
remuneration, commission or other benefits received by the trustee
company; and
(iii) the net value of the trust’s assets;
(c) if required under the terms of the trust—a copy of the trust’s audit report
and financial statements for the year.
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Chapter 5D Licensed trustee companies
Part 5D.2 Powers etc of licensed trustee companies
Division 2.2 Common funds
Regulation 5D.2.03
116 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Division 2.2—Common funds
5D.2.03 Common funds
This Division is made for section 601SCC of the Act.
5D.2.04 Establishment of common funds
(1) A licensed trustee company may:
(a) establish accounts within a common fund; and
(b) establish a common fund on the basis of units or another suitable basis.
(2) If the common fund includes money that is not estate money and that is not
otherwise held in trust, the licensed trustee company is taken to hold the money
in trust for the person on whose behalf the money is invested in the common
fund.
5D.2.05 Deciding details about common funds
(1) A licensed trustee company that is establishing a common fund commits an
offence if, at the time of establishing the fund, it does not ensure that its Board
makes a decision, in writing, about the following:
(a) any limitation on the amount of money that will form the common fund;
(b) the investment strategy for the common fund, including the following:
(i) the class of investments in which the common fund may be invested;
(ii) the procedure for valuing the investments;
(iii) if the trustee company is to seek expert advice about proposed
investments—the type of expert advice to be sought;
(c) the amount of fees that are to be paid by:
(i) the common fund for the provision of traditional trustee company
services; and
(ii) each account in the common fund;
(d) the manner in which a withdrawal can be made from the common fund;
(e) the procedure for auditing the common fund;
(f) if the common fund is to have a limited life—the duration of the common
fund;
(g) if the common fund is to have a minimum amount that may be invested in
the fund on account of each estate—the minimum amount.
Penalty: 50 penalty units.
(2) The licensed trustee company commits an offence if it does not:
(a) within 14 days of making the decision:
(i) send a copy of the decision to ASIC; and
(ii) publish a copy of the decision on its website; and
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Powers etc of licensed trustee companies Part 5D.2
Common funds Division 2.2
Regulation 5D.2.06
Corporations Regulations 2001 117
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(b) if requested by a person entitled to request an annual information return
under subregulation 5D.2.01(3), make a copy of the decision available to
the person within 30 days of the request being received.
Penalty: 50 penalty units.
5D.2.06 Operation of common funds
Compliance with the Act and regulations
(1) A licensed trustee company may, from time to time and without liability for
breach of trust, pay into or withdraw an amount from a common fund in
accordance with the Act and these Regulations.
Note: Payments into a common fund may be prohibited where this is contrary to the
conditions on which the company holds the money: see subsection 601SCB(3) of the
Act.
Withdrawals
(2) A licensed trustee company may do the following:
(a) withdraw an amount from a common fund for a purpose relating to a trust
or estate that is part of the fund and is managed or administered by the
company;
(b) withdraw from a common fund an amount at credit in the fund on account
of a trust matter or a managed estate and invest the amount on the separate
account of the matter or estate.
(3) A licensed trustee company commits an offence if it pays interest from the
common fund on withdrawn amounts on or after the day of the withdrawal.
Penalty: 50 penalty units.
Derivatives
(4) A licensed trustee company commits an offence if:
(a) when managing and administering a common fund, the trustee company
enters into a derivative; and
(b) at the time of entering into the derivative:
(i) the trustee company did not do so for the purpose of managing a
financial risk arising from:
(A) variations in the expenses of the common fund; or
(B) variations in the revenue obtainable from investments made
by the common fund; and
(ii) the arrangement was not in accordance with the trustee company’s
equitable and other duties as a trustee under the relevant State or
Territory provisions set out in Schedule 8AE.
Penalty: 50 penalty units.
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Part 5D.2 Powers etc of licensed trustee companies
Division 2.2 Common funds
Regulation 5D.2.06
118 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Applying income from investment
(5) A licensed trustee company commits an offence if it applies income from
investment of a common fund other than for:
(a) payment of the company’s fee for the proper administration and
management of the fund under the Act, regulations and terms of the
common fund, proportionate to the value of the work done or the services
rendered; and
(b) allocation in accordance with subregulation (6) in relation to the accounts
from which the fund is derived.
Penalty: 50 penalty units.
(6) For paragraph (5)(b), the allocation must be made at intervals not exceeding 6
months.
Investments
(7) A licensed trustee company commits an offence if:
(a) the trustee company invests money committed to its administration or
management; and
(b) the investment is:
(i) not in accordance with a decision of the Board made for the purpose
of regulation 5D.2.05; and
(ii) not made in a manner in which trust funds may be invested by a
trustee under the relevant State or Territory provisions set out in
Schedule 8AE.
Penalty: 50 penalty units.
Valuation of investments
(8) A licensed trustee company commits an offence if it does not comply with the
following requirements about the valuation of investments of common funds:
(a) by the third business day of each month, the trustee company must decide
the value of the investments in each common fund as at the first business
day of the month;
(b) subject to subregulation (9), in deciding the value of securities listed on a
financial market for a month, the trustee company must take the last sale
price of the first business day of the month published by the market
operator as the value of the listed securities;
(c) the trustee company must make withdrawals from the common fund and
further investments on the basis of the last valuation of investments made
by the company.
Penalty: 50 penalty units.
(9) The requirement in paragraph 8(b) does not apply if, in a particular month, the
licensed trustee company decides it is in the best interests of each account in the
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Common funds Division 2.2
Regulation 5D.2.07
Corporations Regulations 2001 119
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common fund that a sale price used for the valuation be one taken later in that
month.
Realising investments
(10) A licensed trustee company may sell investments belonging to a common fund.
(11) A licensed trustee company that has realised an investment in a common fund
commits an offence if it does not credit or debit a profit or loss from the
investment to the unit holders of the common fund:
(a) in proportion to the amount invested in the common fund by the unit
holders at the time of the realisation; and
(b) within 14 days of the realisation.
Penalty: 50 penalty units.
5D.2.07 Register of investments
(1) A licensed trustee company commits an offence if it does not maintain a register
of investments for each common fund in accordance with subregulation (2).
Penalty: 50 penalty units.
(2) The register must contain:
(a) a record identifying each investment made by the common fund; and
(b) details of amounts held to the credit of the common fund.
Note: For other obligations relating to common funds: see section 601SCB of the Act.
5D.2.08 Financial reports
(1) A licensed trustee company must comply with this regulation in relation to each
common fund established by the company that is not a registered scheme.
Account keeping
(2) The licensed trustee company commits an offence if it does not keep accounts
that:
(a) correctly record and explain its transactions for the common fund and the
fund’s financial position and performance; and
(b) would enable true and fair financial statements to be prepared and audited.
Penalty: 50 penalty units.
Auditing
(3) The licensed trustee company commits an offence if it does not:
(a) have the financial statements for a financial year for the common fund
audited by a registered company auditor; and
(b) obtain an auditor’s report for the financial statements.
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Part 5D.2 Powers etc of licensed trustee companies
Division 2.2 Common funds
Regulation 5D.2.08
120 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Penalty: 50 penalty units.
Lodging financial statements with ASIC
(4) The licensed trustee company commits an offence if it does not lodge the audited
financial statements for the fund with ASIC within 3 months of the end of the
financial year.
Penalty: 50 penalty units.
Request for financial information
(5) A person who is entitled to request an annual information return under
subregulation 5D.2.01(3) may request, in writing, that the licensed trustee
company provide the information mentioned in subregulation (7).
(6) The licensed trustee company commits an offence if it does not provide the
information mentioned in subregulation (7) to the person within 30 days of
receiving the request under subregulation (5).
Penalty: 50 penalty units.
(7) The information that must be provided is:
(a) a copy of the common fund’s financial statements and audit report; and
(b) the classes of investments in which the common fund is invested and how
the investment is divided between each class; and
(c) the trustee company’s investment strategy for the common fund.
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Regulation of fees charged by licensed trustee companies Part 5D.3
Regulation 5D.3.01
Corporations Regulations 2001 121
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Part 5D.3—Regulation of fees charged by licensed trustee
companies
5D.3.01 Modification of section 601TAB of the Act: disclosure to clients of
changed fees
For paragraph 601YAB(1)(b) of the Act, Chapter 5D of the Act applies as if
section 601TAB of the Act were modified by inserting after subsection (3) the
following subsections:
‘(4) A licensed trustee company is not required to comply with paragraph (1)(a) or
(b) or (3)(a) in relation to a client who is a lost client, or an agent who is a lost
agent.
(5) In subsection (4):
lost client means a client who, at a particular time, is uncontactable.
lost agent means an agent who, at a particular time, is uncontactable.
(6) In subsection (5):
uncontactable, in relation to a person who is a client or an agent of a licensed
trustee company, means:
(a) the licensed trustee company:
(i) never had an address for the person; or
(ii) sent at least 1 written communication to the person’s last known
address which was returned unclaimed and the person has not, since
the communication, given the company a contact address; and
(b) if the person is an agent, the licensed trustee company made a reasonable
attempt to get the agent’s address from the agent’s client or the client’s
carers.’
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Chapter 5D Licensed trustee companies
Part 5D.4 Obligations of receiving company after transfer
Regulation 5D.4.01
122 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 5D.4—Obligations of receiving company after transfer
5D.4.01 Preserving rights under dispute resolution systems and compensation
arrangements
(1) This regulation applies if ASIC makes a determination under
subsection 601WBA(1) of the Act that there is to be a transfer of estate assets
and liabilities from a transferring company to a receiving company.
(2) For section 601SAB of the Act, the obligations of the receiving company include
the provision to retail clients of access to the receiving company’s compensation
arrangements, and dispute resolution system, in relation to a complaint arising
from the provision of traditional trustee services by the transferring company.
(3) In this regulation:
compensation arrangements, for a receiving company, means the arrangements
the receiving company is required to have under subsection 912B(1) of the Act.
dispute resolution system, for a receiving company, means the dispute resolution
system the receiving company is required to have under paragraph 912A(1)(g) of
the Act.
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Takeovers Chapter 6
Exceptions to the prohibition Part 6.2
Regulation 6.2.01
Corporations Regulations 2001 123
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Chapter 6—Takeovers
Part 6.2—Exceptions to the prohibition
6.2.01 Prescribed circumstances (Act s 611)
For item 20 in the table in section 611 of the Act, the acquisition of a relevant
interest in voting shares in a following body corporate is prescribed:
(a) a body corporate that is incorporated within Australia or an external
Territory and is a public authority or an instrumentality or agency of the
Crown in right of a State or Territory;
(b) a corporation sole;
(f) a foreign company or recognised company in respect of which an
exemption from compliance with subsection 61(1) of the Co-operation Act
1923 of New South Wales is in force;
(g) a society within the meaning of The Co-operative and Other Societies Act
of 1967 or The Co-operative Housing Societies Act of 1958 of Queensland;
(i) an association within the meaning of The Primary Producers’ Co-operative
Associations Act of 1923 of Queensland;
(j) an association, society, institution or body incorporated under the
Associations Incorporation Act 1981 of Queensland;
(k) a body incorporated or deemed to be incorporated by or under a law of
South Australia other than the Corporations Law of South Australia, the
Companies Code (South Australia) or a corresponding previous enactment
of South Australia;
(l) a society (other than a society that is a financial institution) within the
meaning of section 5 of the Building Societies Act 1976 of Western
Australia;
(n) a co-operative company registered under Part VI of the Companies
(Co-operative) Act 1943 or a corresponding previous enactment of Western
Australia;
(o) a society registered under the Co-operative and Provident Societies Act
1903 of Western Australia;
(p) an association, society, institution or body incorporated under the
Associations Incorporation Act 1895 of Western Australia;
(q) a trustee bank registered under the Trustee Banks Act 1984 of Tasmania;
(r) a society (other than a society that is a financial institution) registered
under the Co-operative Industrial Societies Act 1928 of Tasmania;
(ra) a society registered under the Co-operative Housing Societies Act 1963 of
Tasmania;
(s) an association, society, institution or body incorporated under the
Associations Incorporations Act 1964 of Tasmania;
(t) a body corporate created by section 75Q of the Conveyancing and Law of
Property Act 1884 of Tasmania;
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Chapter 6 Takeovers
Part 6.2 Exceptions to the prohibition
Regulation 6.2.02
124 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(u) a society (other than a society that is a financial institution) registered
under the Co-operative Societies Act 1939 of the Australian Capital
Territory;
(v) an association, society, institution or body incorporated under the
Associations Incorporation Act 1953 of the Australian Capital Territory;
(w) a corporation constituted under the Unit Titles Act 1970 of the Australian
Capital Territory;
(x) a society registered under the Co-operatives Act 1997 of the Northern
Territory.
6.2.02 Other prescribed circumstances (Act s 611)
For item 20 in the table in section 611 of the Act, the acquisition by a person of a
relevant interest in voting shares in a body corporate that results from the person
holding an office specified in Schedule 3 is prescribed.
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Takeovers Chapter 6
The takeover procedure Part 6.5
Regulation 6.5.01
Corporations Regulations 2001 125
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 6.5—The takeover procedure
6.5.01 Wholesale holder of securities—telephone monitoring during bid period
(1) For paragraph 648J(4)(a) of the Act, the amount applicable in relation to
securities to which that paragraph applies is $500 000, determined on the basis of
the market value of the securities.
(2) For paragraph 648J(4)(d) of the Act, the following persons are prescribed:
(a) a director of a recorder mentioned in subsection 648J(1) of the Act;
(b) an executive officer of a recorder mentioned in subsection 648J(1) of the
Act.
(3) For paragraph 648J(4)(d) of the Act:
(a) an authorised representative of a financial services licensee who is acting
on behalf of the bidder or target in relation to a takeover bid is prescribed
only if the authorised representative is not involved in a telephone call as a
holder of securities in the bidder or the target; and
(b) any other person who is acting on behalf of the bidder or target in relation
to a takeover bid is prescribed only if that person is not involved in a
telephone call as a holder of securities in the bidder or the target.
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Chapter 6 Takeovers
Part 6.6 Variation of offers
Regulation 6.6.01
126 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 6.6—Variation of offers
6.6.01 Right to withdraw acceptance
(1) For paragraph 650E(3)(a) of the Act, a notice under paragraph 650E(2)(a) of the
Act relating to securities entered on a register or subregister of a prescribed CS
facility must be in a form approved by the operating rules of that prescribed CS
facility for Part 6.6 of the Act (which may include an electronic form).
(2) For paragraph 650E(4)(a) of the Act, if securities are entered on a register or
subregister of a prescribed CS facility, a person to whom section 650E of the Act
applies must take the action that the operating rules of the prescribed CS facility
require in relation to the return of the securities.
(3) For paragraph 650E(5)(a) of the Act, if a person withdraws an acceptance of an
offer, the bidder must take any action that the operating rules of the prescribed
CS facility require in relation to any of the securities:
(a) to which the acceptance relates; and
(b) that are entered on a register or subregister of the prescribed CS facility.
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Takeovers Chapter 6
Acceptances Part 6.8
Regulation 6.8.01
Corporations Regulations 2001 127
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 6.8—Acceptances
6.8.01 Acceptance of offers made under off-market bid
For paragraph 653A(b) of the Act, if the operating rules of a prescribed CS
facility require an acceptance of an offer to which paragraph 653A(a) applies to
be made in a particular way, to the extent that the acceptance relates to the
securities in the offer, the acceptance must be made in that way.
6.8.02 Acceptances by transferees and nominees of offers made under
off-market bid
For paragraph 653B(4)(a) of the Act, a notice relating to securities entered on a
register or subregister of a prescribed CS facility must be in a form approved by
the operating rules of the prescribed CS facility for Part 6.8 of the Act (which
may include an electronic form).
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Chapter 6 Takeovers
Part 6.10 Review and intervention
Regulation 6.10.01
128 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 6.10—Review and intervention
6.10.01 Application for review of Panel decision (Act s 657EA)
For subsection 657EA(3) of the Act, an application for review of a decision of
the Panel must not be made later than 2 business days after the day on which the
decision was made.
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Compulsory acquisitions and buy-outs Chapter 6A
Compulsory acquisitions and buy-outs after takeover bid Part 6A.1
Regulation 6A.1.01
Corporations Regulations 2001 129
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 6A—Compulsory acquisitions and buy-outs
Part 6A.1—Compulsory acquisitions and buy-outs after
takeover bid
6A.1.01 Terms on which securities to be acquired
For paragraph 661C(4)(a) of the Act, an election relating to securities entered on
an electronic register or subregister of a prescribed CS facility must be in an
electronic form approved by the operating rules of the prescribed CS facility.
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Chapter 6CA Continuous disclosure
Regulation 6CA.1.01
130 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 6CA—Continuous disclosure
6CA.1.01 Continuous disclosure: other disclosing entities
For paragraph 675(2)(d) of the Act, the disclosure of information under
section 675 of the Act is not required if:
(a) a reasonable person would not expect the information to be disclosed; and
(b) the information is confidential; and
(c) at least 1 of the following applies:
(i) the disclosure of the information would contravene a law;
(ii) the information is about a matter of supposition;
(iii) the information is not definite enough to make disclosure appropriate;
(iv) the information relates to an incomplete proposal or a matter that is in
the course of negotiation;
(v) the information was prepared or created for the internal management
purposes of the entity;
(vi) the information is a trade secret.
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Fundraising Chapter 6D
Disclosure to investors about securities Part 6D.2
Regulation 6D.2.01
Corporations Regulations 2001 131
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Chapter 6D—Fundraising
Part 6D.2—Disclosure to investors about securities
6D.2.01 Exemption—member shares
Part 6D.2 of the Act does not apply to an offer of a member share within the
meaning given by regulation 12.8.03.
6D.2.02 Exemption—foreign companies
Part 6D.2 of the Act does not apply to an offer under a dividend reinvestment
plan or bonus share plan of fully-paid shares in a foreign company to an existing
holder of shares in the foreign company.
6D.2.03 Sophisticated investors
(1) For subparagraph 708(8)(c)(i) of the Act, $2.5 million is specified.
(2) For subparagraph 708(8)(c)(ii) of the Act, $250 000 is specified.
Note: Under subsection 708(8) of the Act, an offer of a body’s securities does not need
disclosure to investors under Part 6D.2 of the Act if it appears from a certificate given
by a qualified accountant no more than 6 months before the offer is made that the
person to whom the offer is made:
(a) has net assets of at least the amount specified in regulations made for the purposes of subparagraph 708(8)(c)(i); or
(b) has a gross income for each of the last 2 financial years of at least the amount specified in regulations made for the purposes of subparagraph 708(8)(c)(ii).
6D.2.04 Simple corporate bonds—base prospectus
(1) For subsections 713C(5) and (6) of the Act, this regulation specifies:
(a) the information that must be contained in a base prospectus for simple
corporate bonds; and
(b) the statements that must be set out in a base prospectus for simple
corporate bonds.
(2) Subregulation (1) does not prevent a base prospectus from containing other
material or setting out other statements.
(3) A base prospectus must contain a table of contents and sections dealing with the
following matters:
(a) Section 1: What you need to know;
(b) Section 2: About the bonds;
(c) Section 3: About the issuer;
(d) Section 4: Risks;
(e) Section 5: Other information you should consider;
(f) Section 6: Glossary.
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Chapter 6D Fundraising
Part 6D.2 Disclosure to investors about securities
Regulation 6D.2.04
132 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Section 1: What you need to know
(4) The following statements, or statements to the same effect as the following
statements, must be set out in section 1 of a base prospectus:
(a) This document will be the base prospectus for these bonds for 3 years from
the time it is lodged with the Australian Securities and Investments
Commission.
(b) There will be a separate offer-specific prospectus for each offer of bonds
during the life of this base prospectus.
(c) To make an informed investment decision about these bonds, you should
read the offer-specific prospectus and this base prospectus before investing.
(d) This base prospectus alone is not an offer. The offer is contained in the
offer-specific prospectus, this base prospectus and other information that is
incorporated by reference into the offer-specific prospectus and this base
prospectus.
(e) To find out more about the pros and cons of investing in corporate bonds,
visit ASIC’s MoneySmart website: http://moneysmart.gov.au.
Section 2: About the bonds
(5) The following information must be contained in section 2 of a base prospectus:
(a) information on the program of the bonds (if applicable), including any
pre-planned future issues of bonds;
(b) details of the key aspects of the bonds, including information about the
following matters:
(i) the interaction between the coupon rate and yield;
(ii) the interest rate of the bonds;
(iii) the term of the bonds;
(iv) the maturity and redemption of the bonds;
(v) events that will constitute default;
(vi) guarantees in relation to the bonds and information about any
guarantors;
(vii) security and ranking.
Note: If information mentioned in this subregulation is contained in another document that
has been lodged with ASIC, a base prospectus may refer to that lodged document
instead of setting out the information (see section 713E of the Act).
Section 3: About the issuer
(6) The following information must be contained in section 3 of a base prospectus:
(a) brief information about the issuing body that includes a summary of the
body’s:
(i) business; and
(ii) management personnel (including directors and senior managers); and
(iii) business strategy; and
(iv) governance arrangements;
(b) the trust deed relating to the issuing body;
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Disclosure to investors about securities Part 6D.2
Regulation 6D.2.04
Corporations Regulations 2001 133
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(c) an explanation of the role of the trustee;
(d) additional information about the issuing body that relates to the investment
decision, and where that information can be obtained, including:
(i) a reference to the issuing body’s annual report and financial report;
and
(ii) a reference to any half-year report that the issuing body lodged with
ASIC after it lodged an annual financial report and before it lodged
the most recent copy of the base prospectus with ASIC; and
(e) the key financial ratios, calculated in accordance with regulation 6D.2.06,
that are relevant to the issuing body, accompanied by:
(i) an explanation of those key financial ratios; and
(ii) information about how a change to those key financial ratios may
affect the bonds to be issued under the base prospectus.
Note: If information mentioned in this subregulation is contained in another document that
has been lodged with ASIC, a base prospectus may refer to that lodged document
instead of setting out the information (see section 713E of the Act).
(7) The following statements, or statements to the same effect as the following
statements, must be set out in section 3 of a base prospectus:
A publicly listed entity must release financial reports and continuously disclose
information that may have an impact on its share or bond price. This information
is available publicly on the relevant market exchange. You should consider this
information when making an investment decision about bonds. While this
information is important, it is not considered part of the disclosure document for
the offer of bonds using this base prospectus.
Section 4: Risks
(8) The following information must be contained in section 4 of a base prospectus:
(a) the main risks associated with bonds and an explanation of those risks;
(b) the issuing body’s main business risks;
(c) if other risks specific to bonds may be relevant to a consumer’s investment
decision—an explanation of those other risks;
(d) if other business risks may be relevant to a consumer’s investment
decision—an explanation of those other risks.
Note: If information mentioned in this subregulation is contained in another document that
has been lodged with ASIC, a base prospectus may refer to that lodged document
instead of setting out the information (see section 713E of the Act).
Section 5: Other information you should consider
(9) The following information must be contained in section 5 of a base prospectus:
(a) an explanation of the consequences, relating to taxation, of investing in
bonds;
(b) information relating to privacy in general and the issuing body’s
obligations under privacy laws;
(c) any applicable selling restrictions.
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Chapter 6D Fundraising
Part 6D.2 Disclosure to investors about securities
Regulation 6D.2.05
134 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Note: If information mentioned in this subregulation is contained in another document that
has been lodged with ASIC, a base prospectus may refer to that lodged document
instead of setting out the information (see section 713E of the Act).
(10) The following statements, or statements to the same effect as the following
statements, must be set out in section 5 of a base prospectus:
(a) More information on the tax implications associated with investing in
bonds can be found on the Australian Taxation Office’s website:
http://www.ato.gov.au.
(b) The following is a list of material referred to, but not set out in full, in this
base prospectus. However, the material (or relevant extracts of the
material) is incorporated by reference and, as such, forms part of the offer
of bonds covered by this base prospectus.
(11) Section 5 of a base prospectus must contain a list of material referred to, but not
set out in full, in the prospectus.
Section 6: Glossary
(12) The information that section 6 of a base prospectus must contain is information
that is adequate to explain the meanings of terms required to understand the
content of:
(a) the base prospectus; or
(b) the offer-specific prospectus that is combined with the base prospectus to
create a 2-part simple corporate bonds prospectus.
Note: See section 713B of the Act.
6D.2.05 Simple corporate bonds—offer-specific prospectus
(1) For subsections 713D(6) and (7) of the Act, this regulation specifies:
(a) the information that must be contained in an offer-specific prospectus for
an offer of simple corporate bonds; and
(b) the statements that must be set out in an offer-specific prospectus for an
offer of simple corporate bonds.
(2) Subregulation (1) does not prevent an offer-specific prospectus from containing
other material or setting out other statements.
(3) An offer-specific prospectus for an offer of simple corporate bonds must contain
a table of contents and sections dealing with the following matters:
(a) Section 1: What you need to know;
(b) Section 2: Key dates and offer details;
(c) Section 3: Offer-specific information you should consider.
Section 1: What you need to know
(4) The following statements, or statements to the same effect as the following
statements, must be set out in section 1 of an offer-specific prospectus:
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Disclosure to investors about securities Part 6D.2
Regulation 6D.2.05
Corporations Regulations 2001 135
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(a) This offer-specific prospectus is not a summary of the information
contained in the base prospectus.
(b) This offer-specific prospectus is only relevant for this offer of bonds.
(c) A base prospectus applies to this offer of bonds.
(d) This offer-specific prospectus provides offer details, key dates and other
relevant information for the offer. The base prospectus for this offer
provides additional information that is also critical to your decision. You
should take all of the information in the base prospectus into consideration
before making your decision in relation to this offer.
(e) To find out more about the pros and cons of investing in corporate bonds,
visit ASIC’s MoneySmart website: http://moneysmart.gov.au.
Section 2: Key dates and offer details
(5) The following information must be contained in section 2 of an offer-specific
prospectus:
(a) the terms of the offer, which must include the following:
(i) the name of the issuing body;
(ii) the size of the series, or tranche, to which the offer relates;
(iii) the face value of the bonds;
(iv) the term of the bonds;
(v) the maturity date of the bonds;
(vi) guarantees in relation to the bonds and information about any
guarantors;
(vii) the interest rate of the bonds;
(viii) interest payment dates;
(ix) events that will constitute default;
(x) details of any existing security;
(xi) the structure of the offer;
(xii) the minimum size of an application for the bonds;
(xiii) the prescribed financial market on which the bonds will be listed;
(b) a short explanation of the circumstances in which the bonds can be
redeemed;
(c) any fees and costs associated with the offer;
(d) either:
(i) if a provision of the base prospectus contains information about any
selling restrictions—a reference to the provision; or
(ii) if subparagraph (i) does not apply—information about any selling
restrictions;
(e) an explanation of where investors can obtain additional information about
the offer, including:
(i) a reference to financial advisors or other professional advisors; and
(ii) the contact details of the issuing body.
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Chapter 6D Fundraising
Part 6D.2 Disclosure to investors about securities
Regulation 6D.2.06
136 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Note: If information mentioned in this subregulation is contained in another document that
has been lodged with ASIC, an offer-specific prospectus may refer to that lodged
document instead of setting out the information (see section 713E of the Act).
Section 3: Offer-specific information you should consider
(6) The following information must be contained in section 3 of an offer-specific
prospectus:
(a) any significant information necessary to update the information in the base
prospectus;
(b) any notices that the issuing body has issued to explain changes that have
occurred to the base prospectus since it was lodged with ASIC;
(c) the key financial ratios, calculated in accordance with regulation 6D.2.06,
that are relevant to the issuing body, accompanied by:
(i) details of any change in those key financial ratios since the last
offer-specific prospectus was issued; or
(ii) if no offer-specific prospectus has previously been issued—details of
any change in those key financial ratios compared with the key
financial ratios at the time the base prospectus was lodged with ASIC;
(d) an explanation of how the issuing body will use the funds raised by issuing
the bonds;
(e) a brief summary of the effect of the offer on the issuing body;
(f) the ranking of the bonds and any other debt on issue;
(g) an explanation of any changes to the risks disclosed in the base prospectus;
(h) the amount that anyone has paid or agreed to pay, or the nature and value
of any benefit that anyone has given or agreed to give, to:
(i) any directors or proposed directors of the issuing body; or
(ii) a person named in the prospectus as performing a function in a
professional, advisory or other capacity in connection with the
preparation or distribution of the prospectus; or
(iii) a promoter of the issuing body; or
(iv) an underwriter (but not a sub-underwriter) to the issue or sale or a
financial services licensee named in the prospectus as a financial
services licensee involved in the issue or sale.
Note: If information mentioned in this subregulation is contained in another document that
has been lodged with ASIC, an offer-specific prospectus may refer to that lodged
document instead of setting out the information (see section 713E of the Act).
6D.2.06 Simple corporate bonds—key financial ratios relevant to issuing body
(1) For paragraphs 6D.2.04(6)(e) and 6D.2.05(6)(c), the key financial ratios that are
relevant to an issuing body are:
(a) the gearing ratio; and
(b) the working capital ratio; and
(c) the interest cover ratio.
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Disclosure to investors about securities Part 6D.2
Regulation 6D.2.06
Corporations Regulations 2001 137
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
(2) The key financial ratios referred to in subregulation (1) must be calculated in
accordance with subregulations (3) to (5), based on the issuing body’s most
recent financial statements or, if applicable, the issuing body’s consolidated
financial statements.
(3) The gearing ratio must be calculated using the following formula:
(4) The working capital ratio must be calculated using the following formula:
(5) The interest cover ratio must be calculated using the following formula:
where:
EBITDA means earnings before net interest expense, taxes, depreciation and
amortisation, for the period to which the issuing body’s most recent financial
statements relate.
net interest expense means the interest expense net of interest revenue, taking
account of any related hedging arrangements recognised in the profit and loss
statements, for the period to which the issuing body’s most recent financial
statements relate.
Note: The issuing body’s most recent financial statements may relate to a period that is less
than 12 months.
Total liabilities
Total equity
Current assets
Current liabilities
EBITDA
Net interest expense
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Chapter 6D Fundraising
Part 6D.5 Fundraising—miscellaneous
Regulation 6D.5.01
138 Corporations Regulations 2001
Compilation No. 132 Compilation date: 2/7/17 Registered: 13/7/17
Part 6D.5—Fundraising—miscellaneous
6D.5.01 Warrants that are securities
For paragraph 742(1)(b) of the Act, a warrant that is a security is exempted from
all provisions of Chapter 6D of the Act.
6D.5.02 Modification of paragraph 708(8)(c) of the Act: renewal period for
accountants’ certificates
For paragraph 742(1)(c) of the Act, section 708 of the Act applies as if
paragraph 708(8)(c) of the Act were modified by omitting “6 months” and
substituting “2 years”.
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