Prepared by the Office of Parliamentary Counsel, Canberra
Corporations Regulations 2001
Statutory Rules No. 193, 2001
made under the
Corporations Act 2001
Compilation No. 113
Compilation date: 31 March 2015
Includes amendments up to: SLI No. 39, 2015
Registered: 9 April 2015
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 3–12
Volume 7: Endnotes
Each volume has its own contents
Federal Register of Legislative Instruments F2015C00303
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 31 March 2015 (the compilation date).
This compilation was prepared on 31 March 2015.
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 ComLaw (www.comlaw.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
ComLaw 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.
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 ComLaw 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If a provision of the compiled law has been repealed in accordance with a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.
Federal Register of Legislative Instruments F2015C00303
Corporations Regulations 2001 i
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Contents
Chapter 9—Miscellaneous 1
Part 9.1—Registers and registration of documents 1 9.1.01 Prescribed registers............................................................1
9.1.02 Prescribed information ......................................................2
Part 9.2—Registration of auditors and liquidators 7
Division 2—Registration 7
9.2.01 Practical experience in auditing (Act s 1280(2)) ...............7
9.2.02 Prescribed universities and institutions (Act ss
1280(2A) and 1282(2))......................................................7
9.2.03 Prescribed courses (Act s 1280(2A)) .................................9
Division 2A—Conditions on registration 11
9.2.08 Kinds of conditions (Act s 1289A)..................................11
Part 9.2A—Authorised audit companies 12
Division 1—Registration 12
9.2A.01 Application for registration as authorised audit
company (Act s 1299A) ..................................................12
9.2A.03 Annual statements by authorised audit company
(Act s 1299G) ..................................................................13
Part 9.4—Penalty notice offences and penalties 16 9.4.01 Prescribed offences (Act s 1313).....................................16
9.4.02 Prescribed penalties (Act s 1313) ....................................16
9.4.03 Late payment of review fee—prescribed offence
and penalty (Act s 1313 and 1364) ..................................16
Part 9.4A—Register and index 18 9.4A.01 Definitions for Part 9.4A.................................................18
9.4A.02 Register and index must be kept up to date:
subsection 1306(4A) of the Act.......................................18
Part 9.5—Delegation of powers and functions under the Act 19 9.5.01 Prescribed functions (Law s 1345A(1))...........................19
Part 9.7—Unclaimed property 20 9.7.01 Entitlement to unclaimed property ..................................20
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Part 9.12—Matters relating to regulations 22 9.12.01 Exemptions from Chapter 7.............................................22
9.12.02 Exemption from provisions of Chapter 7—CLS
Bank ................................................................................22
9.12.03 Partial exemption of foreign-based market
licensees from certain notification obligations ................24
9.12.04 Exemption from provisions of Chapter 7—
compliance with ASIC exemptions .................................26
9.12.04 Exemption from provisions of Chapter 7—carbon
unit auctions ....................................................................26
9.12.05 Exemption from provisions of Chapter 7—gas
trading exchange .............................................................27
Chapter 10—Repeals 28
Part 10.1—Old Corporations Regulations 28 10.1.01 Repeal of Corporations Regulations 1990 ......................28
10.1.02 Repeal of Partnerships and Associations
Application Order 1999 (No. 1) ......................................28
Part 10.2—Transitional arrangements relating to Financial
Services Reform legislation 29
Division 1—Preliminary 29
10.2.01 Application of Part 10.2 ..................................................29
10.2.02 Definitions.......................................................................29
10.2.02A References to transition periods ......................................29
10.2.02B References to the application of Division 2 of
Part 7.9 of the Act ...........................................................30
Division 1A—Treatment of proposed markets that have not
started to operate by the FSR commencement 31
10.2.02C Proposed markets ............................................................31
Division 2—Transitional arrangements relating to business rules
or listing rules 32
Subdivision 2.1—Business rules 32
10.2.03 Amendment of business rules of securities
exchange before FSR commencement.............................32
10.2.04 Amendment of SCH business rules before FSR
commencement................................................................33
10.2.05 Amendment of SEGC business rules before FSR
commencement................................................................34
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10.2.06 Amendment of business rules of futures body
before FSR commencement ............................................35
Subdivision 2.2—Listing rules 36
10.2.07 Amendment of listing rules of securities exchange
before FSR commencement ............................................36
Division 3—Status of directions and notices 38
10.2.08 Direction to securities exchange to comply with
ongoing requirements ......................................................38
10.2.09 Notice to securities exchange of need to prohibit
trading .............................................................................38
10.2.10 Notice to securities exchange prohibiting trading ...........38
10.2.11 Direction to futures exchange—orderly market ..............39
Division 4—Assistance to ASIC 40
10.2.12 Obligations of securities exchange: disciplinary
action...............................................................................40
10.2.13 Obligations of securities exchange: particulars of
contravention...................................................................40
10.2.14 Obligations of securities exchange: information
about listed disclosing entity ...........................................41
10.2.15 Obligations of securities clearing house:
disciplinary action ...........................................................41
10.2.16 Obligations of futures body: disciplinary action..............42
10.2.17 Obligations of futures body: particulars of
contravention...................................................................42
10.2.18 Obligations of clearing house for futures
exchange: information about listed disclosing
entity................................................................................43
Division 5—Special reports 44
10.2.19 Special report by securities exchange about
compliance with ongoing requirements...........................44
10.2.20 Special report by securities exchange about
compliance with ongoing requirements: ASIC
requirements ....................................................................44
Division 5A—Transactions by holder of financial services licence
or a representative of the holder of such a licence 45
10.2.20A References to financial service licensee ..........................45
Division 5B—Obligation to pay money into account 46
10.2.20B Financial products quoted on Australian Stock
Exchange Limited ...........................................................46
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Division 6—Self-listing 48
10.2.21 Status of arrangements for self-listing.............................48
10.2.22 Status of exemption relating to self-listing ......................48
Division 7—Decisions about membership of futures exchange 49
10.2.23 Status of notice to applicant ............................................49
10.2.24 Status of notice to ASIC..................................................49
Division 8—National Guarantee Fund 50
10.2.25 Status of claim against the National Guarantee
Fund ................................................................................50
10.2.26 Entitlement to make claim against the National
Guarantee Fund ...............................................................51
10.2.27 Status of future claim against the National
Guarantee Fund ...............................................................52
10.2.27A Expenditure of excess funds from National
Guarantee Fund ...............................................................53
Division 9—Claims against fidelity funds 54
10.2.28 Status of claim against fidelity fund ................................54
10.2.29 Entitlement to make claim against fidelity fund ..............54
10.2.29A Status of incomplete claim against fidelity fund..............55
10.2.30 Status of future claim against fidelity fund......................55
Division 10—Status of netting markets 57
10.2.31 Netting markets ...............................................................57
10.2.32 Netting market approval granted before the FSR
commencement................................................................57
Division 11—Status of listed securities 59
10.2.33 Securities of exempt stock markets .................................59
Division 12—Miscellaneous 60
10.2.34 Preservation of nomination of body corporate as
SEGC ..............................................................................60
Division 13—Regulated principals 61
10.2.35 Definitions.......................................................................61
10.2.35A Streamlined licensing procedure for certain
regulated principals .........................................................62
10.2.36 Persons who are not covered by section 1433 of
the Act .............................................................................63
10.2.37 Variation of conditions on financial services
licence .............................................................................63
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10.2.38 Persons taken to be regulated principals: giving of
incidental advice and previously exempt persons............64
10.2.39 Reference to offer covered by Australian financial
services licence: section 911A of the Act ........................74
10.2.40 Reference to financial services licensee:
section 911A of the Act...................................................75
10.2.40A Need for an Australian financial services licence............75
10.2.41 Reference to second principal: section 911B of the
Act...................................................................................76
10.2.42 Reference to financial services licensee:
section 916D of the Act...................................................76
10.2.43 Status of insurance agent: section 1436A of the
Act...................................................................................76
10.2.44A Obligation to cite licence number in documents..............76
10.2.46 When Australian financial services licence may be
granted.............................................................................77
10.2.46A When Australian financial services licence may be
varied...............................................................................78
10.2.47 Dispute resolution requirements: no external
dispute resolution scheme................................................79
10.2.47A Modification of pre-FSR authority ..................................79
Division 14—Financial services disclosure 81
10.2.48 Obligation to give Financial Services Guide for
service arranged before application of Part 7.7 of
the Act .............................................................................81
10.2.48A Obligation to give a Financial Services Guide for a
custodial and depository service......................................82
10.2.49 Obligation to give Financial Services Guide in
relation to existing clients................................................83
10.2.50 Content of Financial Services Guide for an
authorised representative that is a regulated
principal or a representative of a regulated
principal ..........................................................................83
10.2.50A Treatment of arrangements under which a person
can instruct another person to acquire a financial
product ............................................................................85
Division 15—Other provisions relating to conduct etc 86
10.2.51 Sale offers that need disclosure .......................................86
10.2.52 Offers that do not need disclosure: small scale
offerings ..........................................................................86
10.2.52A Offers that do not need disclosure ...................................87
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10.2.53 Money other than loans: financial services licensee
who formerly held dealer’s licence..................................87
10.2.54 Money other than loans: financial services licensee
who formerly held futures broker’s licence .....................88
10.2.55 Money other than loans: financial services licensee
who was formerly a registered insurance broker .............89
10.2.56 Money other than loans: financial services licensee
who ceases to be licensed ................................................91
10.2.57 Loan money: financial services licensee who
formerly held dealer’s licence .........................................91
10.2.58 Other property of clients: financial services
licensee who formerly held dealer’s licence ....................92
10.2.59 Other property of clients: financial services
licensee who formerly held futures broker’s
licence .............................................................................92
10.2.60 Special provisions relating to insurance: financial
services licensee who was formerly a registered
insurance broker ..............................................................93
10.2.61 Obligation to report: financial services licensee
who formerly held a futures broker’s licence ..................94
10.2.62 Reporting in relation to dealings in derivatives:
financial services licensee who formerly held a
dealer’s licence ................................................................95
10.2.63 Financial statements of financial services licensee:
general .............................................................................96
10.2.64 Financial statements of financial services licensees
who were certain regulated principals .............................96
10.2.65 Auditors: certain financial services licensee who
formerly held dealer’s licence .........................................98
10.2.66 Auditors: certain financial services licensees who
held a futures broker’s licence.......................................100
10.2.67 Auditor’s report in certain matters: financial
services licensee who formerly held a dealer’s
licence ...........................................................................102
10.2.68 Auditor’s report on certain matters: financial
services licensee who formerly held a futures
broker’s licence .............................................................103
10.2.69 Auditor’s report on certain matters: financial
services licensee who was formerly a registered
insurance broker ............................................................104
10.2.70 Priority to clients’ orders: financial services
licensee who held a dealers licence ...............................104
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10.2.71 Sequencing of instructions to deal through
licensed markets: financial services licensee who
formerly held a futures brokers licence .........................105
10.2.72 Records relating to instructions to deal through
licensed markets: financial services licensee who
held a futures brokers licence ........................................105
10.2.73 Dealing with non-licensees: financial services
licensee who held a dealers licence ...............................106
10.2.73A Advertising for financial products .................................107
10.2.73B Freezing accounts ..........................................................108
Division 16—Product disclosure provisions for existing products
during transition period 109
10.2.74 Financial products in the same class..............................109
10.2.75 References to financial services licensee.......................111
10.2.76 References to retail client ..............................................111
10.2.77 References to issue of product.......................................112
10.2.78 References to Product Disclosure Statement: offer
previously accepted .......................................................112
10.2.79 References to Product Disclosure Statement:
managed investment products .......................................113
10.2.80 Lodgment of Product Disclosure Statement after
lodgment of notice.........................................................113
10.2.81 Ongoing disclosure........................................................113
10.2.82 Money received for financial product before the
product is issued: general ..............................................114
10.2.83 Money received for financial product before the
product is issued: requirement before application
of subsection 37(2) of Insurance (Agents and
Brokers) Act 1984..........................................................115
10.2.84 Confirmation of transactions .........................................115
10.2.85 Dispute resolution requirements: financial
products .........................................................................115
10.2.86 Dispute resolution requirements: regulated
principals .......................................................................115
10.2.87 Dispute resolution requirements: no external
dispute resolution scheme..............................................116
10.2.87A Meaning of financial product advice: exempt
document or statement...................................................116
Division 17—Arrangements relating to enforcement of matters
by ASIC 118
10.2.88 Definition ......................................................................118
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10.2.89 Financial services law ...................................................118
10.2.90 ASIC may have regard to prior conduct and events ......118
10.2.91 Power to act in relation to relevant old legislation ........119
Division 18—Specific kinds of documents in existence before
FSR commencement 121
10.2.92 Banning orders made before FSR commencement........121
10.2.93 Banning orders made under relevant old
legislation after FSR commencement............................122
10.2.94 Banning orders made under the Act after FSR
commencement..............................................................123
10.2.94A Prohibitions under paragraphs 827(1)(d) and
1192(1)(d) of the old Corporations Act made
before FSR commencement ..........................................124
10.2.94B Prohibitions under paragraphs 827(1)(d) and
1192(1)(d) of the old Corporations Act made after
FSR commencement......................................................124
10.2.95 Undertakings .................................................................125
10.2.96 Registers in existence before FSR commencement .......126
10.2.97 Registers created after FSR commencement .................127
10.2.98 Registers, documents and things kept before FSR
commencement..............................................................127
10.2.98A Licenses, registration, etc in force before FSR
commencement..............................................................128
Division 19—Extension of limitation periods 130
10.2.99 Application of items 111 and 121 of the Financial
Services Reform (Consequential Provisions) Act
2001 to amendments of the Australian Securities
and Investments Commission Act 2001 .........................130
Division 20—Rules for dealing with liability during transition
period 131
10.2.100 Application of Division 20 ............................................131
10.2.101 Definitions for Division 20............................................131
10.2.102 Liability of responsible person: general rules................132
10.2.103 Conduct by a person who operates as
representative and principal...........................................134
10.2.104 Operation of regulations 10.2.102 and 10.2.103............135
Division 21—Title and transfer 137
10.2.105 Loss or destruction of certificates..................................137
10.2.106 Instrument of transfer ....................................................137
10.2.107 Trustee etc may be registered as owner of shares ..........138
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10.2.108 Registration of transfer at request of transferor .............138
10.2.109 Notice of refusal to register transfer ..............................139
10.2.110 Duties of company with respect to issue of
certificates: allotment of shares or debentures or
making interests available .............................................139
10.2.111 Duties of company with respect to issue of
certificates: transfer of shares, debentures or
interests .........................................................................140
10.2.112 Notices relating to non-beneficial and beneficial
ownership of shares .......................................................141
10.2.113 What is a sufficient transfer of marketable
securities or marketable rights: general .........................142
10.2.114 Sufficient transfer by authorised trustee
corporation ....................................................................143
10.2.115 Determination of who holds quoted securities for
the purposes of a meeting: determination made
before FSR commencement ..........................................143
Division 22—Transitional matters under relevant old legislation:
Financial Transaction Reports Act 1988 145
10.2.116 Cash dealer ....................................................................145
10.2.117 Exempt cash transaction ................................................145
Division 23—Transitional matters under relevant old legislation:
Income Tax Assessment Act 1936 146
10.2.118 Offshore banking units ..................................................146
Division 24—Transitional matters under relevant old legislation:
Insurance Act 1973 147
10.2.119 Insurers carrying on class of insurance business ...........147
Division 24A—Transitional matters under relevant old
legislation: Insurance (Agents and Brokers) Act
1984 148
10.2.119A Debts of broker in relation to premiums etc ..................148
10.2.119B Disqualifications made before FSR
commencement..............................................................148
10.2.119C Disqualifications made after FSR commencement ........149
Division 25—Transitional matters under relevant old legislation:
Marine Insurance Act 1909 150
10.2.120 Marine policy effected through broker ..........................150
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Division 25A—Transitional matters under relevant old
legislation: Retirement Savings Accounts
Regulations 1997 151
10.2.120A Continuation of RSA Regulations during transition
period ............................................................................151
Division 25B—Transitional matters under relevant old
legislation: Superannuation Industry (Supervision)
Regulations 1994 152
10.2.120B Continuation of SIS Regulations during transition
period ............................................................................152
Division 26—Transitional matters under relevant old legislation:
Superannuation (Resolution of Complaints) Act
1993 153
10.2.121 Life insurance broker.....................................................153
Division 27—Transitional matters under the Act (other than
Chapter 7) 154
10.2.122 Solvency and insolvency ...............................................154
10.2.123 Managed investment products held by 100 or more
persons ..........................................................................154
10.2.124 When a managed investment scheme must be
registered .......................................................................154
10.2.125 Responsible entity to be a public company and
hold an Australian financial services licence.................155
10.2.126 Duties of officers of responsible entity..........................155
10.2.127 Voidable contracts.........................................................155
10.2.128 Situations not giving rise to relevant interests ...............156
10.2.129 Bidder’s statement content ............................................156
10.2.130 Continuous disclosure: other disclosing entities............157
10.2.131 Sale offers that need disclosure: securities issued
before FSR commencement ..........................................157
10.2.132 Offers that do not need disclosure: offer to
sophisticated investor through licensed dealer ..............158
10.2.133 Prospectus content: general disclosure test....................158
10.2.134 Prospectus content—specific disclosures ......................158
10.2.135 Registers........................................................................159
Division 27A—Transitional matters under other legislation 160
10.2.135A References to authorised foreign exchange dealers .......160
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Division 28—Retail clients and wholesale clients 161
10.2.136 Securities before the FSR commencement ....................161
10.2.137 Incomplete financial services ........................................162
10.2.138 Professional investors....................................................163
Division 29—Effect on definitions in old Corporations Act of
transition to licensed markets and licensed CS
facilities 165
10.2.139 Approved foreign bank..................................................165
10.2.140 Eligible exchange-traded options ..................................165
10.2.141 Futures law....................................................................165
10.2.142 Member organisation.....................................................166
10.2.143 Non-broker ....................................................................166
10.2.144 Non-dealer.....................................................................167
10.2.145 Securities law ................................................................167
10.2.146 Marketable parcel ..........................................................167
Division 30—Effect on certain conduct of transition to licensed
markets and licensed CS facilities 169
10.2.147 Own account dealings and transactions: futures
contracts ........................................................................169
10.2.148 Conditions of dealers licence.........................................169
10.2.149 Persons who are not clients ...........................................169
10.2.150 Dealings and transactions on a dealer’s own
account ..........................................................................170
10.2.151 Dealer to give priority to clients’ orders........................170
10.2.152 Dealers’ financial records..............................................170
10.2.153 Auditor to report to ASIC on certain matters ................170
10.2.154 Qualified privilege for auditor.......................................171
10.2.155 Court may freeze certain bank accounts of dealers
and former dealers .........................................................171
10.2.156 Interpretation—registers................................................171
10.2.157 Conditions of futures broker’s licence:
membership of futures organisation ..............................172
10.2.158 Futures organisation to be informed about
conditions of futures brokers licence.............................173
10.2.159 Licensee to notify breach of licence condition ..............173
10.2.160 Register of Futures Licensees........................................174
10.2.161 Excluded clients ............................................................174
10.2.162 Segregation of client money and property.....................174
10.2.163 Accounts to be kept by futures brokers .........................175
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10.2.164 Property in custody of futures broker ............................175
10.2.165 Auditor to report to ASIC in certain cases.....................176
10.2.166 Defamation....................................................................176
10.2.167 Power of Court to restrain dealings with futures
broker’s bank accounts ..................................................177
10.2.168 Power of Court to restrain dealings with futures
broker’s bank accounts ..................................................177
10.2.169 Sequence of transmission and execution of orders ........177
10.2.170 Dealings by employees of futures brokers and
futures advisers..............................................................178
Division 31—Effect on fundraising of transition to licensed
markets and licensed CS facilities 179
10.2.171 Sale offers that need disclosure .....................................179
10.2.172 Prospectus content—specific disclosures ......................179
10.2.173 Issuing or transferring the securities under a
disclosure document ......................................................180
10.2.174 Choices open to person making an offer if
disclosure document condition not met or
disclosure document defective.......................................180
10.2.175 Restrictions on advertising and publicity.......................180
Division 32—Effect on product disclosure of transition to
licensed markets and licensed CS facilities 181
10.2.176 Offers that do not need disclosure .................................181
10.2.177 Prospectus content—general disclosure test..................181
10.2.178 Prospectus content—specific disclosures ......................181
10.2.179 Futures broker to give certain information to
prospective client...........................................................182
Division 33—Effect on Corporations Regulations 2001 of
transition of financial service providers and
transition to licensed markets and licensed CS
facilities 183
10.2.180 Licence conditions—investment advice to retail
investors ........................................................................183
10.2.181 Exemption from licensing—certain dealings ................183
10.2.182 Exemption from licensing—managed investment
schemes .........................................................................183
10.2.183 Exempt dealer................................................................184
10.2.184 Exempt securities and interests......................................184
10.2.185 Transactions in prescribed circumstances......................184
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10.2.186 Exempted transaction ....................................................184
10.2.187 Charging brokerage on principal transactions ...............185
10.2.188 Exemption from subsection 844(2) of old
Corporations Act ...........................................................185
10.2.189 Exemption: Part 8.3 of old Corporations Act—
certain futures contracts.................................................185
10.2.190 Exemption of certain transactions from
subsection 1206(1) of old Corporations Act..................186
10.2.191 Exemption of certain transactions from
subsection 1207(1) of the old Corporations Act ............186
10.2.192 Which futures broker to comply with
subsection 1207(1) of old Corporations Act in
relation to certain transactions.......................................187
10.2.193 Exemption of certain transactions from paragraphs
1207(1)(g) and (h) of old Corporations Act...................187
Division 34—Effect on certain instruments of transition of
financial service providers and transition to licensed
markets and licensed CS facilities 188
10.2.194 References to certain matters.........................................188
Division 35—Streamlined licensing 190
10.2.195 Suspension or cancellation of streamlined licence ........190
Division 36—Insurance multi-agents 191
10.2.196 Application by holder of qualified licence ....................191
Division 37—Hawking of managed investment products 192
10.2.197 Hawking interest in managed investment scheme .........192
10.2.198 Hawking financial product—other arrangements ..........192
Division 38—Security bonds issued before FSR commencement 194
10.2.199 Security bonds...............................................................194
Division 39—Disclosure documents 195
10.2.200 Disclosure documents—cooling-off period...................195
Division 40—Telephone monitoring during takeovers 196
10.2.201 Telephone monitoring ...................................................196
10.2.201A References to financial services licensees .....................196
Division 41—Requirements if Product Disclosure Statement is
not in existence 197
10.2.202 Documents equivalent to Product Disclosure
Statement.......................................................................197
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Division 42—Dealing with money received for financial product
before the product is issued 198
10.2.203 Payment of money into account ....................................198
Division 43—Arrangements related to deposits with stock
exchanges 199
10.2.204 Withdrawals from trust account ....................................199
Division 44—Superannuation to which arrangements apply
under the Family Law Act 1975 200
10.2.205 Application of amendments...........................................200
Division 45—Arrangements relating to certain reporting periods 202
10.2.206 Fund information for retail clients for financial
products that have an investment component:
superannuation ..............................................................202
10.2.207 Periodic statements for retail clients for financial
products that have an investment component ................202
Division 46—Arrangements relating to passbook accounts 203
10.2.208 Periodic statements........................................................203
10.2.209 Confirmation of transactions .........................................203
Division 47—Agreements with unlicensed persons relating to the
provision of financial services 204
10.2.210 Agreements ...................................................................204
Division 48—Arrangements for Lloyd’s 205
10.2.211 Lloyd’s ..........................................................................205
Division 49—Hawking of certain financial products 206
10.2.212 Hawking of managed investment products....................206
Division 50—Warrants or options to acquire issued securities 207
10.2.213 Warrants or options to acquire issued securities............207
Division 52—Winding up of fidelity funds if market ceases to
operate 208
10.2.215 Winding up of fidelity funds if market ceases to
operate...........................................................................208
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Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 10.5—Transitional provisions relating to the Corporate
Law Economic Reform Program (Audit Reform and
Corporate Disclosure) Act 2004 209 10.5.01 Adoption of auditing standards made by
accounting profession before commencement (Act
ss 1455(1) and (3)) ........................................................209
Part 10.15—Transitional provisions relating to the
Corporations Amendment (Financial Market
Supervision) Act 2010 213 10.15.01 Application of Part 10.15 ..............................................213
10.15.02 Amendments not to apply to certain operators of
licensed markets ............................................................213
10.15.03 Transfer of documents...................................................213
10.15.04 Notifications, consents, waivers, etc..............................214
10.15.05 Notification given by participant to operator of
licensed market..............................................................215
10.15.06 Registers........................................................................216
Part 10.18—Transitional provisions relating to Corporations
Amendment (Further Future of Financial Advice
Measures) Act 2012 217
Part 10.19—Transitional matters relating to MySuper
measures 218 10.19.01 Changes to product disclosure statements and
periodic statements ........................................................218
Part 10.20—Transitional matters relating to relevant providers
and persons who control body corporate licensees 220
Division 1—Introduction 220
10.20.01 Simplified outline of this Part........................................220
10.20.02 Object of this Part..........................................................221
10.20.03 Definitions.....................................................................221
Division 2—General application provision for Schedule 8D 222
10.20.04 General application provision for Schedule 8D.............222
Division 3—Pre-existing and new relevant providers and
controllers during the transitional period 223
10.20.05 Application of this Division ..........................................223
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10.20.06 Notices under section 922D—initial lodgement of
information....................................................................224
10.20.07 Notices under section 922D—later notice about
educational qualifications and professional
memberships .................................................................225
10.20.08 Notices under section 922H—important changes
before 30 April 2015 .....................................................226
10.20.09 Notices under section 922H—other changes before
30 September 2015........................................................226
10.20.10 Notices under section 922J—pre-existing body
corporate licensees ........................................................227
10.20.11 Notices under section 922J—controllers during
transition period.............................................................227
10.20.12 Notices under section 922K—ceasing to control a
pre-existing body corporate licensees............................228
10.20.13 Change in matter within 30 business days.....................228
10.20.14 Application of regulations 10.20.06 to 10.20.13 ...........228
Division 4—Other application provisions 229
10.20.15 Application—relevant provider numbers ......................229
10.20.16 Application—register of relevant providers ..................229
10.20.17 Application—prescribed registers .................................229
Chapter 12—Financial sector reform 230
Part 12.1—Preliminary 230 12.1.01 Definitions for Chapter 12.............................................230
12.1.02 Application of this Chapter to previous governing
Codes etc .......................................................................231
12.1.03 Interpretation of applied provisions...............................231
Part 12.2—Transitional matters—general 233
Division 2—Other matters 233
12.2.08 Lodgment of certain documents with ASIC ..................233
12.2.10 Certain appointments of auditors continue ....................233
12.2.12 Converted shares ...........................................................233
Part 12.4—Notice of meetings of certain bodies corporate 234 12.4.01 Application of Part ........................................................234
12.4.02 Modification of certain provisions of Act......................234
12.4.03 Members etc may elect to be notified of meetings ........235
12.4.04 Notice of meetings to be published in press ..................236
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12.4.05 Copies of notices to be displayed ..................................237
12.4.06 Members may request notice of meetings at any
time................................................................................237
12.4.07 Records to be kept about notices ...................................237
Part 12.5—Determinations and declarations in relation to
certain instruments 239 12.5.01 Definition for Part 12.5 .................................................239
12.5.02 Application, variation, revocation and
modification ..................................................................239
12.5.03 Effect of determinations and declarations .....................240
12.5.04 Publication of determinations and declarations .............240
12.5.05 When determinations and declarations take effect ........241
12.5.06 Inspection and purchase of copies of instruments .........241
Part 12.6—Financial reporting by certain bodies corporate 242 12.6.01 Application of Part ........................................................242
12.06.01A Annual financial reporting.............................................242
12.6.02 Modification of certain provisions of Act......................242
12.6.03 Members etc may elect to receive reports .....................243
12.6.04 Copies of reports to be available to members ................244
12.6.05 Records to be kept about notices ...................................244
Part 12.7—Other disclosure 245
Division 1—Preliminary 245
12.7.01 Definitions for Part 12.7................................................245
12.7.02 Declarations by ASIC....................................................245
Division 2—Continued application of certain provisions 247
12.7.03 Continuation of certain provisions of previous
governing Codes............................................................247
12.7.04 Continuation of ASIC transitional standards .................248
12.7.05 Exemption from, and modification of, certain
provisions ......................................................................248
12.7.06 Certain provisions of the Friendly Societies Code
cease to apply to FSR licensee ......................................249
Part 12.8—Shares in certain bodies corporate 250
Division 1—Preliminary 250
12.8.02 Application of Part 12.8 ................................................250
12.8.03 What is a member share ................................................250
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12.8.04 Declarations by ASIC....................................................251
Division 2—Member shares 252
12.8.05 Notice requirements ......................................................252
12.8.06 Registers of members ....................................................252
12.8.06A Member shares—liability to pay calls ...........................254
12.8.07 Disclosure in annual returns ..........................................254
12.8.08 Member shares—numbering and certificates ................255
12.8.09 Member shares—unclaimed property............................255
Division 3—Certain shares in transferring building societies and
credit unions 256
12.8.10 Definitions for Division 3..............................................256
12.8.11 Transferring building societies may issue shares
equivalent to membership shares...................................256
12.8.12 Transferring credit unions may issue shares
equivalent to withdrawable shares.................................257
Part 12.9—Winding up and deregistration of certain
transferring financial institutions 258 12.9.01 Application of Part 12.9 ................................................258
12.9.02 Winding up....................................................................258
12.9.03 Deregistration ................................................................258
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Regulation 9.1.01
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Chapter 9—Miscellaneous
Part 9.1—Registers and registration of documents
9.1.01 Prescribed registers
For subsections 1274A(2), (3) and (4) of the Act, the following
registers are prescribed:
(a) the register of companies registered under section 118 or
601BD of the Act or the registration of which is continued by
section 1378 of the Act;
(b) the register of Disqualified Company Directors and Other
Officers kept under section 1274AA of the Act;
(c) the Australian Register of Company Charges kept under
section 265 of the Act;
(d) the register of registered Australian bodies kept under
Division 1 of Part 5B.2 of the Act;
(e) the register of foreign companies registered under Division 2
of Part 5B.2 of the Act;
(f) the register of names reserved under section 152 of the Act;
(g) the Register of Licence Holders kept under section 789 of the
Act;
(h) the register of managed investment schemes registered under
section 601EB of the Act;
(i) the Register of Futures Licensees kept under section 1155 of
the Act;
(j) the Register of Auditors kept under section 1285 of the Act;
(k) the Register of Liquidators kept under section 1286 of the
Act;
(l) the Register of Official Liquidators kept under section 1286
of the Act;
(m) the register in respect of financial services licensees
mentioned in subsection 922A(2) of the Act;
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(n) the register in respect of authorised representatives of
financial services licensees mentioned in subsection 922A(2)
of the Act;
(o) the register in respect of persons against whom a banning
order or disqualification order is made mentioned in
subsection 922A(2) of the Act;
(p) the register relating to trustees for debenture holders kept
under section 283BCA of the Act;
(q) the register of relevant providers mentioned in
regulation 7.6.06B.
9.1.02 Prescribed information
For subsections 1274A(3) and (4) of the Act, the following
information is prescribed:
(a) in relation to each company registered under section 118 or
601BD of the Act or the registration of which is continued by
section 1378 of the Act:
(i) its full name, the date of its registration and its
registration number;
(ii) whether it is a public company or a proprietary
company;
(iii) whether it is a company limited by shares, a company
limited by guarantee, a company limited by both shares
and guarantee, an unlimited company or a no liability
company;
(iv) its contact address;
(iva) its principal place of business;
(v) its registered office;
(vi) its officers;
(vii) any scheme of arrangement it has entered into with its
creditors, its placement under voluntary administration
or a deed of company arrangement or receivership or its
liquidation;
(viii) its paid-up and unpaid capital;
(ix) its deregistration;
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(x) any charges on its property that have been lodged with
ASIC or entered in the Australian Register of Company
Charges;
(b) in relation to the Register of Disqualified Company Directors
and Other Officers—orders and notices registered under
section 1274AA of the Act;
(c) in relation to the Australian Register of Company Charges—
each charge registered under subsection 265(2) of the Act;
(d) in relation to each body registered in the register of registered
Australian bodies:
(i) its full name, the date of its incorporation and its
registration number;
(ii) the class of the body in its place of origin and whether
the liability of members of the body is limited;
(iii) its contact address;
(iiia) its principal place of business;
(iv) its registered office;
(v) its registered office or principal place of business in its
place of origin;
(vi) its officers;
(vii) any scheme of arrangement it has entered into with its
creditors, its placement under voluntary administration
or a deed of company arrangement or receivership or its
liquidation;
(viii) its paid-up and unpaid capital;
(ix) its deregistration;
(x) any charges on its property that have been lodged with
ASIC or entered in the Australian Register of Company
Charges;
(e) in relation to each company entered in the register of foreign
companies:
(i) its full name, the date and place of its incorporation or
registration in its place of origin and its registration
number;
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(ii) the class of the foreign company in its place of origin
and whether the liability of its members is limited;
(iii) its contact address;
(iiia) its principal place of business;
(iv) its registered office;
(v) its registered office or principal place of business in its
place of origin;
(vi) its officers;
(vii) its agent;
(viii) any scheme of arrangement it has entered into with its
creditors, its placement under voluntary administration
or a deed of company arrangement or receivership or its
liquidation;
(ix) its paid-up and unpaid capital;
(x) its deregistration;
(xi) any charges on its property that have been lodged with
ASIC or entered in the Australian Register of Company
Charges;
(f) in relation to the register of reserved or registered names—a
name entered in that register, the number allocated to that
name and the date on which the entry was made;
(g) in relation to the Register of Licence Holders—each licence
holder registered under section 783 or 784 of the Act;
(h) in relation to each registered scheme:
(i) the ARSN of the scheme;
(ii) the name of the scheme;
(iii) the date of registration of the scheme;
(iiia) its contact address;
(iiib) its principal place of business;
(iv) the name and address of the registered office of the
responsible entity of the scheme;
(v) the name and address of the auditor of the scheme’s
compliance plan;
(vi) the date of any amendment of the constitution or
compliance plan of the scheme;
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(vii) any deregistration or winding up of the scheme;
(viii) the name and address of the auditor of the scheme;
(i) in relation to the Register of Futures Licensees—the name of
each registered futures licensee;
(j) in relation to the Register of Auditors—the name of each
registered auditor;
(k) in relation to the Register of Liquidators—the name of each
registered liquidator;
(l) in relation to the Register of Official Liquidators—the name
of each registered official liquidator;
(m) in relation to the register in respect of financial services
licensees mentioned in subsection 922A(2) of the Act:
(i) all of the information in the register which ASIC
considers appropriate for a person to search in
accordance with subsection 1274A(3) of the Act; or
(ii) all of the information in the register which ASIC
considers appropriate to make available in accordance
with subsection 1274A(4) of the Act;
(n) in relation to the register in respect of authorised
representatives of financial services licensees mentioned in
subsection 922A(2) of the Act:
(i) all of the information in the register which ASIC
considers appropriate for a person to search in
accordance with subsection 1274A(3) of the Act; or
(ii) all of the information in the register which ASIC
considers appropriate to make available in accordance
with subsection 1274A(4) of the Act;
(o) in relation to the register in respect of persons against whom
a banning order or disqualification order is made mentioned
in subsection 922A(2) of the Act:
(i) all of the information in the register which ASIC
considers appropriate for a person to search in
accordance with subsection 1274A(3) of the Act; or
(ii) all of the information in the register which ASIC
considers appropriate to make available in accordance
with subsection 1274A(4) of the Act;
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(p) in relation to the register relating to trustees for debenture
holders kept under section 283BCA of the Act:
(i) all of the information in the register which ASIC
considers appropriate for a person to search in
accordance with subsection 1274A(3) of the Act; or
(ii) all of the information in the register which ASIC
considers appropriate to make available in accordance
with subsection 1274A(4) of the Act;
(q) in relation to the register of relevant providers (within the
meaning of section 922C of the Act as notionally inserted by
Schedule 8D to these Regulations):
(i) all of the information in the register (other than a
relevant provider’s date and place of birth) which ASIC
considers appropriate for a person to search in
accordance with subsection 1274A(3) of the Act; or
(ii) all of the information in the register (other than a
relevant provider’s date and place of birth) which ASIC
considers appropriate to make available in accordance
with subsection 1274A(4) of the Act.
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Miscellaneous Chapter 9
Registration of auditors and liquidators Part 9.2
Registration Division 2
Regulation 9.2.01
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Part 9.2—Registration of auditors and liquidators
Division 2—Registration
9.2.01 Practical experience in auditing (Act s 1280(2))
For subparagraph 1280(2)(b)(ii) of the Act, each of the following is
prescribed practical experience in auditing:
(a) during the 5 years immediately before the date of the
application, at least 3 000 hours work in auditing under the
direction of a registered company auditor, including:
(i) appraising the operations of companies and forming
opinions on the matters specified in sections 307, 308
and 309 of the Act; and
(ii) at least 750 hours spent supervising audits of
companies;
(b) practical experience that, in the opinion of ASIC, is
equivalent to the practical experience mentioned in
paragraph (a);
(c) work of the kind and duration mentioned in paragraph (a)
that was done under previous laws corresponding to
sections 307, 308 and 309 of the Act.
9.2.02 Prescribed universities and institutions (Act ss 1280(2A) and
1282(2))
For paragraph 1280(2A)(a) and subparagraph 1282(2)(a)(ii) of the
Act:
(a) the universities mentioned in Part 1 of the table are
prescribed; and
(b) the institution mentioned in Part 2 of the table is prescribed.
Part 1 University
101 Australian Catholic University
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Regulation 9.2.02
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Part 1 University
102 Australian National University
103 Bond University
104 Central Queensland University
105 Charles Darwin University
106 Charles Sturt University
107 Curtin University of Technology
108 Deakin University
109 Edith Cowan University
110 Griffith University
111 Flinders University of South Australia
112 James Cook University
113 La Trobe University
114 Macquarie University
115 Monash University
116 Murdoch University
117 Queensland University of Technology
118 Royal Melbourne Institute of Technology University
119 Southern Cross University
120 Swinburne University of Technology
121 University of Adelaide
122 University of Ballarat
123 University of Canberra
124 University of Melbourne
125 University of Newcastle
126 University of New England
127 University of New South Wales
128 University of Notre Dame Australia
129 University of Queensland
130 University of South Australia
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Part 1 University
131 University of Southern Queensland
132 University of Sydney
133 University of Tasmania
134 University of Technology, Sydney
135 University of the Sunshine Coast
136 University of Western Australia
137 University of Western Sydney
138 University of Wollongong
139 Victoria University
Part 2 Institution
201 Avondale College
9.2.03 Prescribed courses (Act s 1280(2A))
For paragraph 1280(2A)(c) of the Act, the courses prescribed are:
(a) the following courses conducted by The Institute of
Chartered Accountants in Australia:
(i) Audit and Assurance in the CA Program;
(ii) Financial Reporting and Assurance in the CA Program;
(iii) Accounting 2 in the Professional Year Program;
(iv) Audit and EDP Module in the Professional Year
Program;
(v) an audit module in the Professional Year Program
conducted before 1986 that is equivalent to a course
mentioned in subparagraph (i), (ii), (iii) or (iv); and
(b) the following courses in the CPA Program conducted by
CPA Australia:
(i) Assurance Services and Auditing;
(ii) Advanced Audit and Assurance; and
(c) the following courses conducted by, or on behalf of, the
National Institute of Accountants:
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Regulation 9.2.03
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(i) Issues in Auditing and Professional Practice in the
Graduate Certificate in Professional Accounting, offered
by the University of New England in conjunction with
the National Institute of Accountants;
(ii) Issues in Auditing and Professional Practice in the
Degree of Master of Commerce (Professional
Accounting), offered by the University of New England
in conjunction with the National Institute of
Accountants.
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Conditions on registration Division 2A
Regulation 9.2.08
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Division 2A—Conditions on registration
9.2.08 Kinds of conditions (Act s 1289A)
For subsection 1289A(1) of the Act, the following kinds of
conditions are specified:
(a) conditions relating to the minimum amount and nature of
continuing or other professional education that must be
undertaken by a registered company auditor;
(b) conditions relating to the periodic or other review of the audit
and audit-related work of a registered company auditor as
part of a quality assurance or review program;
(c) conditions relating to having a current policy of professional
indemnity insurance for claims against a registered company
auditor in relation to audits conducted under the Act;
(d) conditions relating to establishing and maintaining a system
for resolving complaints made against a registered company
auditor by audit clients in relation to audits conducted under
the Act.
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Chapter 9 Miscellaneous
Part 9.2A Authorised audit companies
Division 1 Registration
Regulation 9.2A.01
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Part 9.2A—Authorised audit companies
Division 1—Registration
9.2A.01 Application for registration as authorised audit company
(Act s 1299A)
For subsection 1299A(2) of the Act, the information is:
(a) the following information about the applicant:
(i) the applicant’s name;
(ii) the applicant’s ABN or ACN;
(iii) the address of the applicant’s registered office;
(iv) the address of the principal place at which the applicant
proposes to practise as an auditor;
(v) the address of each other place (if any) at which the
applicant proposes to practise as an auditor; and
(b) the following information about each director of the
applicant:
(i) the director’s name and address;
(ii) the director’s registration number as a registered
company auditor; and
(c) the following statements:
(i) a statement to the effect that none of the directors of the
applicant have been disqualified from managing a
company under Part 2D.6 of the Act;
(ii) a statement to the effect that each share in the applicant
is held and beneficially owned by an individual or by
the legal personal representative of an individual;
(iii) a statement of whether the applicant’s constitution
allows a share in the applicant to be held and
beneficially owned by a person other than an individual
or the legal personal representative of an individual;
(iv) a statement to the effect that a majority of the votes that
may be cast at a general meeting of the applicant attach
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to shares in the applicant that are held and beneficially
owned by individuals who are registered company
auditors;
(v) a statement to the effect that the applicant is not an
externally-administered body corporate; and
(d) the name and address of each person who performs a chief
executive officer function (within the meaning of
section 295A of the Act) in relation to the applicant; and
(e) the following details about the applicant’s professional
indemnity insurance policy for claims that may be made
against the applicant in relation to the audit of companies and
registered schemes under the Act:
(i) the insurer’s name;
(ii) the policy number;
(iii) the terms and conditions of the policy.
9.2A.03 Annual statements by authorised audit company (Act s
1299G)
(1) For subsection 1299G(1A) of the Act, the information is:
(a) whether the information about the company on the Register
of Authorised Audit Companies under section 1299E of the
Act is correct; and
(b) a statement of whether the company has, at all times in the
relevant period, met the requirements of paragraphs
1299B(a), (b), (c) and (e) of the Act; and
(c) if the company has not, at all times in the relevant period,
met the requirements of paragraphs 1299B(a), (b), (c) and (e)
of the Act—details about the way in which the company did
not meet the requirements; and
(d) the following details about the company’s professional
indemnity insurance policy for claims that may be made
against the applicant in relation to the audit of companies and
registered schemes under the Act:
(i) the insurer’s name;
(ii) the policy number;
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Part 9.2A Authorised audit companies
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(iii) the terms and conditions of the policy; and
(e) information about criminal proceedings (if any) that have
been taken against the company in the relevant period; and
(f) for each director of the company and each employee of the
company who is a registered company auditor, details of
criminal or disciplinary proceedings (if any) that have been
taken against the director or employee in the relevant period
(including exclusion from practice as an auditor or liquidator
or suspension of registration as an auditor or liquidator); and
(g) a statement of whether the company has resigned or been
removed from office as an auditor during the relevant period;
and
(h) if the company has resigned or been removed from office as
an auditor during the relevant period, the following details
about each resignation or removal:
(i) the name and ACN of the corporation, registered
scheme, disclosing entity or financial services licensee
being audited;
(ii) the date of the company’s resignation or removal from
office;
(iii) the reason for the company’s resignation or removal
from office; and
(i) a statement of whether a director or employee of the
company has resigned or been removed from office as a
liquidator during the relevant period; and
(j) if a director or employee of the company has resigned, or has
been removed from office as a liquidator, during the relevant
period, the following details about each resignation or
removal:
(i) the name and ACN of the corporation, registered
scheme, disclosing entity or financial services licensee
being liquidated;
(ii) the date of the resignation or removal from office;
(iii) the reason for the resignation or removal from office;
and
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(k) a list of the 10 audits, including the approximate dollar value
of the fees, for which the company has received the highest
audit engagement fees in the relevant period.
(2) In this regulation:
relevant period means the period of 12 months to which the
statement relates under subsection 1299G(1) of the Act.
Federal Register of Legislative Instruments F2015C00303
Chapter 9 Miscellaneous
Part 9.4 Penalty notice offences and penalties
Regulation 9.4.01
16 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 9.4—Penalty notice offences and penalties
9.4.01 Prescribed offences (Act s 1313)
For paragraph (b) of the definition of prescribed offence in
subsection 1313(8) of the Act, an offence against a provision
mentioned in Schedule 3 to the Act, to which a penalty of 5 penalty
units applies, is prescribed.
9.4.02 Prescribed penalties (Act s 1313)
For an offence prescribed by regulation 9.4.01 for which a person
may be, or has been, given a notice under subsection 1313(1) of the
Act, the amount of the penalty is:
(a) if the person is an individual—1.25 penalty units; and
(b) if the person is a body corporate—6.25 penalty units.
9.4.03 Late payment of review fee—prescribed offence and penalty
(Act s 1313 and 1364)
(1) For paragraph (b) of the definition of prescribed offence in
subsection 1313(8) of the Act, the failure to pay a review fee by the
due date specified for the fee in subsection 1351(3) of the Act is
prescribed.
Note: The failure to pay is made an offence by section 1311 of the Act.
(2) For paragraph 1364(2)(n) of the Act, the penalty for the failure to
pay a review fee is:
(a) if payment is received within 1 month after the due date—
$65; and
(b) if payment is not received within 1 month after the due
date—$270.
Note: Subsection 1351(3) of the Act provides for when a fee imposed by the
Corporations (Review Fees) Act 2003 is due.
Federal Register of Legislative Instruments F2015C00303
Miscellaneous Chapter 9
Penalty notice offences and penalties Part 9.4
Regulation 9.4.03
Corporations Regulations 2001 17
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) In this regulation:
review fee means a fee imposed by section 5 of the Corporations
(Review Fees) Act 2003.
Federal Register of Legislative Instruments F2015C00303
Chapter 9 Miscellaneous
Part 9.4A Register and index
Regulation 9.4A.01
18 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 9.4A—Register and index
9.4A.01 Definitions for Part 9.4A
In this Part, unless the contrary intention appears:
index means an instrument, prepared for subsection 1306(4) of the
Act, that is an index of members of a corporation.
issuer has the same meaning as in section 761E of the Act.
register means an instrument, prepared for subsection 1306(4) of
the Act, that is any of the following:
(a) register of members of a corporation;
(b) register of holders of debentures of a corporation;
(c) register of members of a registered scheme;
(d) register of holders of options of a corporation.
9.4A.02 Register and index must be kept up to date:
subsection 1306(4A) of the Act
(1) A corporation that is an issuer that is required to keep 1 or more
registers must ensure that its registers and index (if any) are, at any
time, not more than 20 business days out of date.
(2) If a person notifies a corporation that is an issuer that is required to
keep 1 or more registers that the person wishes to inspect a register
or index of the corporation, the corporation must ensure that, at the
beginning of the business day following the day on which it
receives the notice, the register or index that the person wishes to
inspect is not more than 5 business days out of date.
Federal Register of Legislative Instruments F2015C00303
Miscellaneous Chapter 9
Delegation of powers and functions under the Act Part 9.5
Regulation 9.5.01
Corporations Regulations 2001 19
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 9.5—Delegation of powers and functions
under the Act
9.5.01 Prescribed functions (Law s 1345A(1))
For subsection 1345A(1) of the Act, the functions and powers of
the Minister under the following provisions of the Act are
prescribed:
(a) subsection 147(2) or 601DC(2) (Names available with
Minister’s consent);
(c) Part 9.7 (Unclaimed property).
Federal Register of Legislative Instruments F2015C00303
Chapter 9 Miscellaneous
Part 9.7 Unclaimed property
Regulation 9.7.01
20 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 9.7—Unclaimed property
9.7.01 Entitlement to unclaimed property
(1) This regulation sets out how to work out the interest for
paragraph 1341(3A)(a) of the Act.
(2) If the unclaimed money is paid to ASIC in more than one payment,
the interest is to be worked out separately for each payment.
(3) The interest is to be worked out for the period (the interest period)
that:
(a) starts on the later of:
(i) 1 July 2013; and
(ii) the day when the unclaimed money was paid to ASIC;
and
(b) ends on the 14th day after ASIC last authorised the
unclaimed money to be paid under subsection 1341(1) or (2)
of the Act.
(4) The interest is to be worked out by adding together the interest for
each financial year during the interest period.
(5) The interest for each financial year is worked out using the
following formula, and rounding the result to the nearest cent:
Amount × Days interest payable × Interest rate
Days in the financial year
where:
amount means the amount of unclaimed money plus the interest (if
any) worked out for each earlier financial year for which interest is
payable.
days interest payable means the number of days in the financial
year for which interest is payable.
Federal Register of Legislative Instruments F2015C00303
Miscellaneous Chapter 9
Unclaimed property Part 9.7
Regulation 9.7.01
Corporations Regulations 2001 21
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
days in the financial year means the number of days in the
financial year.
interest rate, for a financial year, means:
(a) the percentage change in the All Groups CPI between the
2 March quarters most recently published before the first day
of the financial year (rounded up to 4 decimal places); or
(b) if that percentage change is less than 0%—0%.
Federal Register of Legislative Instruments F2015C00303
Chapter 9 Miscellaneous
Part 9.12 Matters relating to regulations
Regulation 9.12.01
22 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 9.12—Matters relating to regulations
9.12.01 Exemptions from Chapter 7
Subsection 1043A(1) of the Act does not have effect in relation to
the following:
(a) the obtaining by a director of a share qualification;
(b) the application for, and acquisition under that application of,
financial products of a body corporate by, or by a trustee for,
employees of that body, or of a body corporate that is related
to the first-mentioned body under a superannuation scheme,
pension fund or other scheme established solely or primarily
for the benefit of the employees;
(c) a transaction entered into by a person in accordance with his
or her obligations under an underwriting agreement;
(d) a person holding the office of:
(i) personal representative of a deceased person; or
(ii) liquidator; or
(iii) trustee under Parts IV, X and XI of the Bankruptcy Act
1966;
in respect of a transaction entered into by the person in good
faith in the performance of the functions of the office;
(e) a sale of financial products under:
(i) a mortgage or charge of the financial products; or
(ii) a mortgage, charge, pledge or lien of documents of title
to the financial products.
9.12.02 Exemption from provisions of Chapter 7—CLS Bank
(1) For section 1368 of the Act, the following provisions of Chapter 7
of the Act do not have effect in relation to the following
transactions by participants in the facility operated CLS Bank
International:
(a) section 794E—settlement of non-cash payments between
participants;
Federal Register of Legislative Instruments F2015C00303
Miscellaneous Chapter 9
Matters relating to regulations Part 9.12
Regulation 9.12.02
Corporations Regulations 2001 23
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) Part 7.3—settlement of non-cash payments between
participants in relation to the provision or transfer of a
financial product mentioned in paragraph 764A(1)(a), (b),
(ba), (c), (j) or (k) of the Act.
(2) Subregulation (1) is subject to the conditions set out in this
regulation.
(3) CLS Bank International must:
(a) operate under section 25A of the Federal Reserve Act of the
United States of America; and
(b) be regulated as a bank by the Board of Governors of the
Federal Reserve System of the United States of America.
(4) An Australian entity that is a participant in the facility operated by
CLS Bank International:
(a) must be regulated by APRA; and
(b) must not use the services of CLS Bank International as a
retail client within the meaning of section 761G of the Act.
(5) CLS Bank International must tell the Reserve Bank of Australia in
writing as soon as practicable after any of the following
circumstances happen:
(a) CLS Bank International receives a request for an Australian
entity to become a participant in the facility it operates;
(b) CLS Bank International proposes approving an additional
Australian entity or Australian resident as a shareholder;
(c) CLS Bank International notifies the Board of Governors of
the Federal Reserve System of the United States of America
of a proposed change in the character or nature of the facility
or a significant change in its operations;
(d) material regulatory action is taken against CLS Bank
International in any other jurisdiction.
(6) In this regulation:
Australian entity includes:
(a) an Australian bank; or
Federal Register of Legislative Instruments F2015C00303
Chapter 9 Miscellaneous
Part 9.12 Matters relating to regulations
Regulation 9.12.03
24 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) a financial services licensee within the meaning of
section 761A of the Corporations Act 2001.
material regulatory action, for the facility operated by CLS Bank
International, means:
(a) any action by the Board of Governors of the Federal Reserve
System of the United States of America that requires CLS
Bank International to cease, suspend or vary its operations or
to take any other action in the nature of a sanction or
corrective action in relation to either the operation of the
facility or CLS Bank International; or
(b) regulatory action that is likely to affect Australian
participants in the facility or any Australian operations of
CLS Bank International.
participant, for the facility operated by CLS Bank International,
means a person who, under the facility’s operating rules, is allowed
to participate directly in the facility, with or without the authority
of another participant.
9.12.03 Partial exemption of foreign-based market licensees from
certain notification obligations
(1) This regulation sets out the extent to which, for section 1368 of the
Act, specified provisions of the Act have effect in relation to a
market licensee whose licence was granted under
subsection 795B(2) of the Act.
(2) Paragraph 792B(2)(b) of the Act has effect only to the extent that:
(a) the participant in the market against whom disciplinary
action is taken is in this jurisdiction; or
(b) the activity giving rise to the disciplinary action may
significantly affect:
(i) another participant in the market who is in this
jurisdiction; or
(ii) a client, of a participant in the market, whom the market
licensee believes to be in this jurisdiction.
Federal Register of Legislative Instruments F2015C00303
Miscellaneous Chapter 9
Matters relating to regulations Part 9.12
Regulation 9.12.03
Corporations Regulations 2001 25
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) Paragraph 792B(2)(c) of the Act has effect only to the extent that:
(a) the person suspected of the contravention or impending
contravention of the market’s operating rules or the Act is a
participant in the market who is in this jurisdiction; or
(b) the contravention or impending contravention may
significantly affect:
(i) a participant in the market who is in this jurisdiction; or
(ii) a client, of a participant in the market, whom the market
licensee believes to be in this jurisdiction.
(4) In spite of subregulation (3), paragraph 792B(2)(c) of the Act has
effect only to the extent of requiring inclusion in the notice to
ASIC of information that, under the regulatory regime applying to
financial markets in the foreign country in which the market
licensee’s principal place of business is located, it is permissible
for the market licensee to include in the notice.
(5) Subregulation (4) is subject to the conditions that:
(a) the market licensee gives notice of the contravention or
impending contravention to a body responsible for the
regulation of financial markets in the foreign country in
which the market licensee’s principal place of business is
located as soon as practicable after suspecting the
commission of the contravention, or the likelihood of the
impending contravention; and
(b) the notice to that body includes the information mentioned in
subparagraphs 792B(2)(c)(i), (ii) and (iii) of the Act; and
(c) the market licensee informs ASIC of the following:
(i) the giving of the notice mentioned in paragraph (a);
(ii) the name and address of the regulatory body to whom it
was given;
(iii) when the notice was given; and
(d) arrangements exist for that body to give notice to ASIC about
the contravention or impending contravention that includes
the information that it is not permissible for the market
licensee to include in the notice it gives to ASIC under
subregulation (4).
Federal Register of Legislative Instruments F2015C00303
Chapter 9 Miscellaneous
Part 9.12 Matters relating to regulations
Regulation 9.12.04
26 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
9.12.04 Exemption from provisions of Chapter 7—compliance with
ASIC exemptions
(1) For paragraph 1368(a) of the Act, Division 2 of Part 7.7A of the
Act does not have effect in relation to a person to whom one of the
following exemptions made by ASIC is stated to apply:
(a) ASIC Class Order [CO 05/736];
(b) ASIC Class Order [CO 05/1122];
(c) ASIC Class Order [CO 08/01];
(d) ASIC Class Order [CO 11/1227].
(2) The Division does not have effect subject to the condition that the
person complies with the conditions set out in the exemption which
applies to the person.
9.12.04 Exemption from provisions of Chapter 7—carbon unit
auctions
(1) For paragraph 1368(a) of the Act, section 791A of the Act does not
have effect in relation to a person if:
(a) the person is engaged, by the Clean Energy Regulator, to
assist in the conduct of the auction of carbon units under the
Clean Energy Act 2011; and
(b) in conducting or assisting in the conduct of the auction, the
person engages in conduct that constitutes operating a
financial market.
(2) For paragraph 1368(a) of the Act, section 820A of the Act does not
have effect in relation to a person if:
(a) the person is engaged, by the Clean Energy Regulator, to
assist in the conduct of the auction of carbon units; and
(b) in conducting or assisting in the conduct of the auction, the
person engages in conduct that constitutes operating a
clearing and settlement facility.
Federal Register of Legislative Instruments F2015C00303
Miscellaneous Chapter 9
Matters relating to regulations Part 9.12
Regulation 9.12.05
Corporations Regulations 2001 27
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
9.12.05 Exemption from provisions of Chapter 7—gas trading
exchange
(1) For paragraph 1368(a) of the Act, section 791A of the Act does not
have effect in relation to the operator of a qualifying gas trading
exchange carrying out its role of operating a market in qualifying
gas exchange products on the qualifying gas trading exchange.
(2) For paragraph 1368(a) of the Act, section 820A of the Act does not
have effect in relation to the operator of a qualifying gas trading
exchange carrying out its role in relation to clearing and settlement
arrangements for qualifying gas exchange products on the
qualifying gas trading exchange.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.1 Old Corporations Regulations
Regulation 10.1.01
28 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Chapter 10—Repeals
Part 10.1—Old Corporations Regulations
10.1.01 Repeal of Corporations Regulations 1990
The following Statutory Rules are repealed:
1990 No. 455
1991 Nos. 218, 219, 281, 341, 453, 478 and 479
1992 Nos. 230, 281, 364, 395 and 450
1993 Nos. 135, 207 and 277
1994 Nos. 35, 108, 153, 221, 251, 302 and 430
1995 Nos. 222, 344, 345 and 398
1996 Nos. 26, 51, 55, 90, 205, 218 and 343
1997 Nos. 10, 81, 102 and 142
1998 Nos. 9, 22, 109, 128, 161, 185, 186, 239 and 293
1999 Nos. 38, 47, 143, 212, 237 and 293
2000 Nos. 11, 30, 31, 50, 78, 175, 206 and 282
Note: These Regulations were made under the old Corporations Law, but are
continued in effect by section 1380 of the Corporations Act 2001 as if
made under the Act.
10.1.02 Repeal of Partnerships and Associations Application
Order 1999 (No. 1)
The Partnerships and Associations Application Order 1999 (No. 1)
is repealed.
Note: The Partnerships and Associations Application Order 1999 (No. 1)
was made under the old Corporations Law, but is continued in effect
by section 1388 of the Act.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Preliminary Division 1
Regulation 10.2.01
Corporations Regulations 2001 29
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 10.2—Transitional arrangements relating to
Financial Services Reform legislation
Division 1—Preliminary
10.2.01 Application of Part 10.2
For Part 10.2 of the Act, this Part deals with matters of a
transitional, saving or application nature relating to amendments
made by the Financial Services Reform Act 2001 and the transition
from the application of the old legislation to the application of the
new legislation.
Note: Part 10.2 contains a number of regulation-making powers that relate to
matters of a transitional, saving and application nature.
10.2.02 Definitions
In this Part:
old Corporations Regulations means these Regulations as in force
immediately before the FSR commencement.
Note: Section 9 and Part 10.2 of the Act include a number of definitions of
words and expressions that are relevant to the operation of this Part.
They have the same meanings when used in this Part.
Part 10.2 also includes several expressions that have particular
meanings in the context of particular provisions or circumstances,
including relevant old legislation, relevant new legislation and
transition period.
10.2.02A References to transition periods
In these Regulations, unless the contrary intention appears, a
reference to a transition period includes a transition period that has
been extended under section 1437 of the Act.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 1 Preliminary
Regulation 10.2.02B
30 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.02B References to the application of Division 2 of Part 7.9 of the
Act
In these Regulations, unless the contrary intention appears:
(a) a reference to Division 2 of Part 7.9 of the Act not applying
to or in relation to a financial product is taken to refer only to
circumstances in which that Division does not apply because
of the effect of a provision of Part 10.2 of the Act; and
(b) a reference to a financial product to which, or in relation to
which, Division 2 of Part 7.9 of the Act applies is taken to
include any financial product except a financial product to
which that Division does not apply because of the effect of a
provision of Part 10.2 of the Act.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Treatment of proposed markets that have not started to operate by the FSR
commencement Division 1A
Regulation 10.2.02C
Corporations Regulations 2001 31
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 1A—Treatment of proposed markets that have not
started to operate by the FSR commencement
10.2.02C Proposed markets
For paragraph 1412(1)(b) of the Act, the following markets are
identified:
(a) a market in futures contracts proposed to be operated by
Atriax Limited;
(b) a market in futures contracts proposed to be operated by
Hong Kong Futures Exchange Limited;
(c) a market in securities proposed to be operated by Bloomberg
L.P;
(d) a market in futures contracts proposed to be operated by The
London Metal Exchange;
(e) a market in futures contracts proposed to be operated by
Credit Suisse First Boston (Europe) Limited;
(f) a market in securities proposed to be operated by Eurex
Deutschland;
(g) a market in futures contracts proposed to be operated by
Eurex Deutschland.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 2 Transitional arrangements relating to business rules or listing rules
Regulation 10.2.03
32 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 2—Transitional arrangements relating to business
rules or listing rules
Subdivision 2.1—Business rules
10.2.03 Amendment of business rules of securities exchange before
FSR commencement
(1) This regulation applies if:
(a) an amendment was made, by way of rescission, alteration or
addition, to the business rules of a securities exchange before
the FSR commencement; and
(b) written notice of the amendment was lodged in accordance
with subsection 774(1) of the old Corporations Act before the
FSR commencement; and
(c) the period of 28 days in relation to the amendment,
mentioned in subsection 774(5) of the old Corporations Act,
had not expired before the FSR commencement; and
(d) the Minister had not decided, before the FSR
commencement, whether to disallow the whole or a specified
part of the amendment under subsection 774(5) of the old
Corporations Act.
Note: The period of 28 days in paragraph (c) is the period in which the
Minister may disallow the whole or a specified part of the amendment.
(2) On and after the FSR commencement, section 793E of the Act has
effect in relation to the amendment as if the amendment were a
change to the operating rules of a licensed market mentioned in
section 793D of the Act.
(3) For subregulation (2):
(a) the securities exchange is to be treated, under sections 793D
and 793E of the Act, as a market licensee that has lodged
written notice of the change with ASIC; and
(b) ASIC is taken to have complied with its obligations to the
Minister under section 793E of the Act; and
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional arrangements relating to business rules or listing rules Division 2
Regulation 10.2.04
Corporations Regulations 2001 33
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(c) the Minister is taken to have been given the notice of the
change on the day on which written notice of the amendment
was lodged in accordance with subsection 774(1) of the old
Corporations Act.
10.2.04 Amendment of SCH business rules before FSR
commencement
(1) This regulation applies if:
(a) an amendment was made, by way of rescission, alteration or
addition, to the SCH business rules before the FSR
commencement; and
(b) written notice of the amendment was given in accordance
with subsection 779C(1) of the old Corporations Act before
the FSR commencement; and
(c) the period of 28 days in relation to the amendment,
mentioned in subsection 779C(5) of the old Corporations
Act, had not expired before the FSR commencement; and
(d) the Minister had not decided, before the FSR
commencement, whether to disallow the whole or a specified
part of the amendment under subsection 779C(5) of the old
Corporations Act.
Note: The period of 28 days in paragraph (c) is the period in which the
Minister may disallow the whole or a specified part of the amendment.
(2) On and after the FSR commencement, section 822E of the Act has
effect in relation to the amendment as if the amendment were a
change to the operating rules of a licensed CS facility mentioned in
section 822D of the Act.
(3) For subregulation (2):
(a) the securities clearing house is to be treated, under
sections 822D and 822E of the Act, as a licensed CS facility
that has lodged written notice of the change with ASIC; and
(b) ASIC is taken to have complied with its obligations to the
Minister under section 822E of the Act; and
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 2 Transitional arrangements relating to business rules or listing rules
Regulation 10.2.05
34 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(c) the Minister is taken to have been given the notice of the
change on the day on which written notice of the amendment
was given in accordance with subsection 779C(1) of the old
Corporations Act.
10.2.05 Amendment of SEGC business rules before FSR
commencement
(1) This regulation applies if:
(a) a change is made to the SEGC’s operating rules before the
FSR commencement; and
(b) written notice of the amendment was given in accordance
with subsection 928(1) of the old Corporations Act before the
FSR commencement; and
(c) the period of 28 days in relation to the amendment,
mentioned in subsection 928(5) of the old Corporations Act,
had not expired before the FSR commencement; and
(d) the Minister had not decided, before the FSR
commencement, whether to disallow the whole or a specified
part of the amendment under subsection 928(5) of the old
Corporations Act.
Note: The period of 28 days in paragraph (c) is the period in which the
Minister may disallow the whole or a specified part of the amendment.
(2) On and after the FSR commencement, section 890H of the Act has
effect in relation to the amendment as if the amendment were a
change to the SEGC’s operating rules mentioned in section 890G
of the Act.
(3) For subregulation (2):
(a) the SEGC is to be treated, under sections 890G and 890H of
the Act, as having lodged written notice of the change with
ASIC; and
(b) ASIC is taken to have complied with its obligations to the
Minister under section 890H of the Act; and
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional arrangements relating to business rules or listing rules Division 2
Regulation 10.2.06
Corporations Regulations 2001 35
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(c) the Minister is taken to have been given the notice of the
change on the day on which written notice of the amendment
was given in accordance with subsection 928(1) of the old
Corporations Act.
10.2.06 Amendment of business rules of futures body before FSR
commencement
(1) This regulation applies if:
(a) an amendment was made, by way of rescission, alteration or
addition, to the business rules of any of a futures body before
the FSR commencement; and
(b) written notice of the amendment was given in accordance
with subsection 1136(1) of the old Corporations Act before
the FSR commencement; and
(c) the period of 28 days in relation to the amendment,
mentioned in subsection 1136(5) of the old Corporations Act,
had not expired before the FSR commencement; and
(d) the Minister had not decided, before the FSR
commencement, whether to disallow the whole or a specified
part of the amendment under subsection 1136(5) of the old
Corporations Act.
Note: The period of 28 days in paragraph (c) is the period in which the
Minister may disallow the whole or a specified part of the amendment.
(2) On and after the FSR commencement, section 793E of the Act has
effect in relation to the amendment as if the amendment were a
change to the operating rules of a licensed market mentioned in
section 793D of the Act.
(3) For subregulation (2):
(a) the futures body is to be treated, under sections 793D and
793E of the Act, as a market licensee that has lodged written
notice of the change with ASIC; and
(b) ASIC is taken to have complied with its obligations to the
Minister under section 793E of the Act; and
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 2 Transitional arrangements relating to business rules or listing rules
Regulation 10.2.07
36 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(c) the Minister is taken to have been given the notice of the
change on the day on which written notice of the amendment
was given in accordance with subsection 1136(1) of the old
Corporations Act.
Subdivision 2.2—Listing rules
10.2.07 Amendment of listing rules of securities exchange before
FSR commencement
(1) This regulation applies if:
(a) a securities exchange made or adopted an amendment, by
way of rescission, alteration or addition, to its listing rules
before the FSR commencement; and
(b) written notice of the amendment was lodged in accordance
with subsection 774(1) of the old Corporations Act before the
FSR commencement; and
(c) the period of 28 days in relation to the amendment,
mentioned in subsection 774(5) of the old Corporations Act,
had not expired before the FSR commencement; and
(d) the Minister had not decided, before the FSR
commencement, whether to disallow the whole or a specified
part of the amendment under subsection 774(5) of the old
Corporations Act.
Note: The period of 28 days in paragraph (c) is the period in which the
Minister may disallow the whole or a specified part of the amendment.
(2) On and after the FSR commencement, section 793E of the Act has
effect in relation to the amendment as if the amendment were a
change to the operating rules of a licensed market mentioned in
section 793D of the Act.
(3) For subregulation (2):
(a) the securities exchange is to be treated, under sections 793D
and 793E of the Act, as a market licensee that has lodged
written notice of the change with ASIC; and
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Transitional arrangements relating to business rules or listing rules Division 2
Regulation 10.2.07
Corporations Regulations 2001 37
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) ASIC is taken to have complied with its obligations to the
Minister under section 793E of the Act; and
(c) the Minister is taken to have been given the notice of the
change on the day on which written notice of the amendment
was lodged in accordance with subsection 774(1) of the old
Corporations Act.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 3 Status of directions and notices
Regulation 10.2.08
38 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 3—Status of directions and notices
10.2.08 Direction to securities exchange to comply with ongoing
requirements
(1) This regulation applies if the Minister published a notice under
subsection 769B(1) of the old Corporations Act before the FSR
commencement, directing a securities exchange to do specified
things.
(2) On and after the FSR commencement, the notice is taken to be a
direction to a market licensee under subsection 794A(1) of the Act.
10.2.09 Notice to securities exchange of need to prohibit trading
(1) This regulation applies if ASIC gave a notice to a securities
exchange under subsection 775(1) of the old Corporations Act
before the FSR commencement, stating the Commission’s opinion
that it is necessary to prohibit trading in particular securities.
(2) On and after the FSR commencement, the notice is taken to be
written advice given to a market licensee under subsection 794D(1)
of the Act.
(3) ASIC is taken to have complied with its obligation under
subsection 794D(1) of the Act to give a statement setting out
reasons for making the direction.
10.2.10 Notice to securities exchange prohibiting trading
(1) This regulation applies if ASIC gave a notice to a securities
exchange under subsection 775(2) of the old Corporations Act
before the FSR commencement, prohibiting trading in particular
securities.
(2) On and after the FSR commencement, the notice is taken to be a
direction to a market licensee under subsection 794D(2) of the Act.
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Status of directions and notices Division 3
Regulation 10.2.11
Corporations Regulations 2001 39
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) ASIC is taken to have complied with its obligation under
subsection 794D(2) of the Act to give a statement setting out
reasons for making the direction.
10.2.11 Direction to futures exchange—orderly market
(1) This regulation applies if ASIC gave a notice to a futures exchange
under subsection 1138(1) of the old Corporations Act before the
FSR commencement.
(2) On and after the FSR commencement, the notice is taken to be
written advice given to a market licensee under subsection 794D(1)
of the Act.
(3) ASIC is taken to have complied with its obligations under
section 794D of the Act in relation to the period before giving the
written advice.
(4) ASIC is taken to have complied with its obligations under
subsection 794D(5) of the Act if it complies with those obligations
as soon as practicable after the FSR commencement.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 4 Assistance to ASIC
Regulation 10.2.12
40 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 4—Assistance to ASIC
10.2.12 Obligations of securities exchange: disciplinary action
(1) This regulation applies if:
(a) a securities exchange was required, before the FSR
commencement, to lodge written particulars under
subsection 776(2) of the old Corporations Act of disciplinary
action it had taken; and
(b) the securities exchange had not complied with the
requirement before the FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, the requirement is taken to
be a requirement under paragraph 792B(2)(b) of the Act.
(3) The market licensee to which subregulation (2) relates is taken to
have complied with its obligations under paragraph 792B(2)(b) of
the Act if it complies with those obligations as soon as practicable
after the FSR commencement.
10.2.13 Obligations of securities exchange: particulars of
contravention
(1) This regulation applies if:
(a) a securities exchange was required, before the FSR
commencement, to lodge a statement under
subsection 776(2A) of the old Corporations Act in relation to
a contravention of the securities exchange’s business rules or
listing rules; and
(b) the securities exchange had not complied with the
requirement before the FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
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Assistance to ASIC Division 4
Regulation 10.2.14
Corporations Regulations 2001 41
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) On and after the FSR commencement, the requirement is taken to
be a requirement under paragraph 792B(2)(c) of the Act.
(3) The market licensee to which subregulation (2) relates is taken to
have complied with its obligations under paragraph 792B(2)(c) of
the Act if it complies with those obligations as soon as practicable
after the FSR commencement.
10.2.14 Obligations of securities exchange: information about listed
disclosing entity
(1) This regulation applies if:
(a) a securities exchange was required, before the FSR
commencement, to give ASIC a document under
subsection 776(2B) of the old Corporations Act containing
information about a listed disclosing entity; and
(b) the securities exchange had not complied with the
requirement before the FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, the requirement is taken to
be a requirement under subsection 792C(1) of the Act.
(3) The market licensee to which subregulation (2) relates is taken to
have complied with its obligations under subsection 792C(1) of the
Act if it complies with those obligations as soon as practicable
after the FSR commencement.
10.2.15 Obligations of securities clearing house: disciplinary action
(1) This regulation applies if:
(a) the securities clearing house was required under section 779E
of the old Corporations Act, before the FSR commencement,
to lodge written particulars relating to disciplinary action;
and
(b) the securities clearing house had not complied with the
requirement before the FSR commencement; and
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Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 4 Assistance to ASIC
Regulation 10.2.16
42 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, the requirement is taken to
be a requirement under paragraph 821B(2)(b) of the Act.
10.2.16 Obligations of futures body: disciplinary action
(1) This regulation applies if:
(a) a futures body was required, before the FSR commencement,
to lodge written particulars under subsection 1139(2) of the
old Corporations Act of disciplinary action it had taken; and
(b) the futures body had not complied with the requirement
before the FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, the requirement is taken to
be a requirement under:
(a) if the futures body has become a market licensee after the
FSR commencement—paragraph 792B(2)(b) of the Act; or
(b) if the futures body has become a CS facility licensee after the
FSR commencement—paragraph 821B(2)(b) of the Act.
(3) The market licensee or CS facility licensee to which
subregulation (2) relates is taken to have complied with its
obligations under subsection 792C(1) of the Act if it complies with
those obligations as soon as practicable after the FSR
commencement.
10.2.17 Obligations of futures body: particulars of contravention
(1) This regulation applies if:
(a) a futures body was required, before the FSR commencement,
to lodge a statement under subsection 1139(2A) of the old
Corporations Act in relation to a contravention of the futures
exchange’s business rules or listing rules; and
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Regulation 10.2.18
Corporations Regulations 2001 43
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) the futures body had not complied with the requirement
before the FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, the requirement is taken to
be a requirement under paragraph 792B(2)(c) of the Act.
(3) The market licensee to which subregulation (2) relates is taken to
have complied with its obligations under paragraph 792B(2)(c) of
the Act if it complies with those obligations as soon as practicable
after the FSR commencement.
10.2.18 Obligations of clearing house for futures exchange:
information about listed disclosing entity
(1) This regulation applies if:
(a) a clearing house for a futures exchange was required, before
the FSR commencement, to give ASIC particulars of action
under subsection 1139(3) of the old Corporations Act; and
(b) the clearing house had not complied with the requirement
before the FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, subsection 1139(4) of the
old Corporations Act, as in force immediately before the FSR
commencement, continues to have effect in relation to the clearing
house in its capacity as a market licensee.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 5 Special reports
Regulation 10.2.19
44 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 5—Special reports
10.2.19 Special report by securities exchange about compliance with
ongoing requirements
(1) This regulation applies if:
(a) a securities exchange was required, before the FSR
commencement, to give ASIC a special report under
subsection 769D(1) of the old Corporations Act; and
(b) the securities exchange had not complied with the
requirement before the FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, the requirement is taken to
be a requirement under subsection 794B(1) of the Act.
10.2.20 Special report by securities exchange about compliance with
ongoing requirements: ASIC requirements
(1) This regulation applies if:
(a) a securities exchange was required, before the FSR
commencement, to give ASIC a special report under
subsection 769D(1) of the old Corporations Act; and
(b) ASIC had not complied with its obligations to the Minister
under section 769D of the old Corporations Act before the
FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, ASIC’s obligations to the
Minister are taken to be obligations under subsection 794B(1) of
the Act.
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Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transactions by holder of financial services licence or a representative of the holder of
such a licence Division 5A
Regulation 10.2.20A
Corporations Regulations 2001 45
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 5A—Transactions by holder of financial services
licence or a representative of the holder of such a
licence
10.2.20A References to financial service licensee
(1) For section 1444 of the Act, a reference in section 1043K of the
Act to a financial services licensee includes a reference to a
regulated principal mentioned in item 1, 3 or 8 of the table in
section 1430 of the Act.
(2) Subregulation (1) ceases to apply in relation to a regulated
principal at the end of the transition period in relation to the
regulated principal.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 5B Obligation to pay money into account
Regulation 10.2.20B
46 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 5B—Obligation to pay money into account
10.2.20B Financial products quoted on Australian Stock Exchange
Limited
(1) For section 1444 of the Act, this regulation applies in relation to a
person that is:
(a) a regulated principal mentioned in item 1 of the table in
section 1430 of the Act (including a person to whom Part 7.6
of the old Corporations Act applies); and
(b) a participant of Australian Stock Exchange Limited.
(2) In addition to section 866 of the old Corporations Act, the
regulated principal must:
(a) operate a special purpose interest-bearing trust account; and
(b) designate the account to be a Special Purpose Trust Account;
and
(c) ensure that the Special Purpose Trust Account is:
(i) with an Australian ADI; or
(ii) of a kind mentioned in subregulation 7.8.01(2).
(3) The regulated principal must withdraw from an account maintained
for section 866 of the old Corporations Act an amount equal to
two-thirds of:
(a) if the regulated principal maintains 2 or more accounts for
that section—the lowest aggregate of the balances in the
accounts during the 3 months ending on the quarter day last
past; or
(b) if the regulated principal maintains 1 account for that
section—the lowest balance in the account during the 3
months ending on the quarter day last past.
(4) Subject to subregulations (5) and (6), the regulated principal must:
(a) deposit the amount mentioned in subregulation (3) into the
regulated principal’s Special Purpose Trust Account; and
(b) keep the amount on deposit.
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Obligation to pay money into account Division 5B
Regulation 10.2.20B
Corporations Regulations 2001 47
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(5) A deposit need not be lodged or kept for subregulation (4) if, apart
from this subregulation, the amount of the deposit would be less
than $3 000.
(6) If, because of subregulation (3), the amount of a deposit to be
lodged and kept in the regulated principal’s Special Purpose Trust
Account increases, the regulated principal must lodge the amount
of the increase within 5 business days after the relevant quarter day
that is the last day of the period by reference to which the amount
required to be lodged is calculated.
(7) An amount deposited in the Special Purpose Trust Account under
subregulation (4) is also taken to be monies held in an account
maintained by the regulated principal for section 866 of the old
Corporations Act.
(8) If money is held in an account under subregulation (4):
(a) the interest on the account is the income of SEGC; and
(b) the regulated principal must pay the interest to SEGC, less
any amount paid in relation to account establishment fees,
account keeping fees, government taxes or other duties.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 6 Self-listing
Regulation 10.2.21
48 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 6—Self-listing
10.2.21 Status of arrangements for self-listing
On and after the FSR commencement, arrangements entered into
by a securities exchange under subsection 772B(2) of the old
Corporations Act are taken to be arrangements entered into under
subsection 798C(2) of the Act.
10.2.22 Status of exemption relating to self-listing
(1) On and after the FSR commencement, an exemption given by
ASIC under paragraph 772B(6)(a) of the old Corporations Act
continues in force as if it were an exemption given under
paragraph 798D(1)(a) of the Act.
(2) On and after the FSR commencement, a declaration made by ASIC
under paragraph 772B(6)(b) of the old Corporations Act continues
in force as if it were a declaration made under
paragraph 798D(1)(b) of the Act.
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Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Decisions about membership of futures exchange Division 7
Regulation 10.2.23
Corporations Regulations 2001 49
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 7—Decisions about membership of futures
exchange
10.2.23 Status of notice to applicant
(1) This regulation applies if:
(a) a futures exchange was required, before the FSR
commencement, to give an applicant for membership of the
futures exchange a notice under subsection 1135(1) of the old
Corporations Act; and
(b) the futures exchange had not complied with the requirement
before the FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, subsection 1135(1) of the
old Corporations Act, as in force immediately before the FSR
commencement, continues to have effect in relation to the futures
exchange in its capacity as a market licensee.
10.2.24 Status of notice to ASIC
(1) This regulation applies if:
(a) a futures exchange was required, before the FSR
commencement, to give ASIC a notice under
subsection 1135(1) of the old Corporations Act; and
(b) the futures exchange had not complied with the requirement
before the FSR commencement; and
(c) the period for compliance had not expired before the FSR
commencement.
(2) On and after the FSR commencement, subsection 1135(1) of the
old Corporations Act, as in force immediately before the FSR
commencement, continues to have effect in relation to the futures
exchange in its capacity as a market licensee.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 8 National Guarantee Fund
Regulation 10.2.25
50 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 8—National Guarantee Fund
10.2.25 Status of claim against the National Guarantee Fund
(1) This regulation applies if:
(a) a person made a claim in relation to a matter, before the FSR
commencement, under a provision of any of the following
Divisions of the old Corporations Act:
(i) Division 6 of Part 7.10 (dealing with contract
guarantees);
(ii) Division 6A of Part 7.10 (dealing with securities loans
guarantees);
(iii) Division 6B of Part 7.10 (dealing with net obligations);
(iv) Division 6C of Part 7.10 (dealing with transfer service
delivery guarantees);
(v) Division 7 of Part 7.10 (dealing with unauthorised
transfer);
(vi) Division 7A of Part 7.10 (dealing with contraventions of
SCH certificate cancellation provisions);
(vii) Division 8 of Part 7.10 (dealing with insolvent
members); and
(b) the claim had not been withdrawn, or finally determined in
accordance with the old Corporations Act, before the FSR
commencement.
(2) On and after the FSR commencement:
(a) Division 1, and Divisions 6 to 9, of Part 7.10 of the old
Corporations Act continue to have effect in relation to the
claim; and
(b) regulations made for Part 7.10 of the old Corporations Act, as
in force immediately before the FSR commencement,
continue to have effect in relation to the claim; and
(c) Part 7.5 of the Act has effect in relation to a matter to which
paragraphs (a) and (b) do not apply.
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National Guarantee Fund Division 8
Regulation 10.2.26
Corporations Regulations 2001 51
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.26 Entitlement to make claim against the National Guarantee
Fund
(1) This regulation applies if:
(a) a person could have made a claim in relation to a matter,
before the FSR commencement, under a provision of any of
the following Divisions of the old Corporations Act:
(i) Division 6 of Part 7.10 (dealing with contract
guarantees);
(ii) Division 6A of Part 7.10 (dealing with securities loans
guarantees);
(iii) Division 6B of Part 7.10 (dealing with net obligations);
(iv) Division 6C of Part 7.10 (dealing with transfer service
delivery guarantees);
(v) Division 7 of Part 7.10 (dealing with unauthorised
transfer);
(vi) Division 7A of Part 7.10 (dealing with contraventions of
SCH certificate cancellation provisions);
(vii) Division 8 of Part 7.10 (dealing with insolvent
members); and
(b) the person did not make the claim before the FSR
commencement.
(2) On and after the FSR commencement:
(a) Division 1, and Divisions 6 to 9, of Part 7.10 of the old
Corporations Act continue to have effect in relation to the
person; and
(b) regulations made for Part 7.10 of the old Corporations Act
continue to have effect in relation to the person; and
(c) Part 7.5 of the Act has effect in relation to a matter to which
paragraphs (a) and (b) do not apply.
(3) However, the person cannot make a claim under section 949 or
950, or Division 6A, 6B or 6C of Part 7.10, of the old Corporations
Act after 30 September 2005.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 8 National Guarantee Fund
Regulation 10.2.27
52 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.27 Status of future claim against the National Guarantee Fund
(1) This regulation applies if:
(a) a matter related to conduct that occurred before the FSR
commencement; and
(b) a person could, if Part 7.10 of the old Corporations Act had
not been repealed, have made a claim in relation to the matter
under any of the following Divisions of the old Corporations
Act on or after the FSR commencement:
(i) Division 6 of Part 7.10 (dealing with contract
guarantees);
(ii) Division 6A of Part 7.10 (dealing with securities loans
guarantees);
(iii) Division 6B of Part 7.10 (dealing with net obligations);
(iv) Division 6C of Part 7.10 (dealing with transfer service
delivery guarantees);
(v) Division 7 of Part 7.10 (dealing with unauthorised
transfer);
(vi) Division 7A of Part 7.10 (dealing with contraventions of
SCH certificate cancellation provisions);
(vii) Division 8 of Part 7.10 (dealing with insolvent
members).
(2) On and after the FSR commencement:
(a) Division 1, and Divisions 6 to 9, of Part 7.10 of the old
Corporations Act continue to have effect in relation to the
matter and the person; and
(b) regulations made for Part 7.10 of the old Corporations Act
continue to have effect in relation to the matter and the
person; and
(c) Part 7.5 of the Act has effect in relation to a matter to which
paragraphs (a) and (b) do not apply.
(3) However, the person cannot make a claim under section 949 or
950, or Division 6A, 6B or 6C of Part 7.10, of the old Corporations
Act after 30 September 2005.
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National Guarantee Fund Division 8
Regulation 10.2.27A
Corporations Regulations 2001 53
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.27A Expenditure of excess funds from National Guarantee
Fund
(1) For section 1444 of the Act, this regulation applies to a purpose in
relation to a payment to be made out of a development account if:
(a) the purpose was approved under subsection 945(3) of the old
Corporations Act; and
(b) the approval was in force immediately before the FSR
commencement.
(2) The purpose is taken to be an approved purpose for
subregulation 7.5.88(1).
(3) If the purpose approved under subsection 945(3) of the old
Corporations Act included conditions relating to the payment to
which the approval related, the conditions are taken to be
conditions determined under subregulation 7.5.88(3).
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 9 Claims against fidelity funds
Regulation 10.2.28
54 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 9—Claims against fidelity funds
10.2.28 Status of claim against fidelity fund
(1) This regulation applies if:
(a) a person made a claim in relation to a matter, before the FSR
commencement, under Part 7.9 or Part 8.6 of the old
Corporations Act; and
(b) the claim had not been withdrawn, or finally determined in
accordance with the old Corporations Act, before the end of
the transition period within the meaning of
subsection 1414(2) of the Act.
(2) After the end of the transition period:
(a) Part 7.9 or Part 8.6 of the old Corporations Act (as
appropriate), as in force immediately before the FSR
commencement, continues to have effect in relation to the
claim; and
(b) regulations made for Part 7.9 or Part 8.6 of the old
Corporations Act (as appropriate), as in force immediately
before the FSR commencement, continue to have effect in
relation to the claim.
10.2.29 Entitlement to make claim against fidelity fund
(1) This regulation applies if:
(a) a person could have made a claim in relation to a matter,
before the FSR commencement, under Part 7.9 or Part 8.6 of
the old Corporations Act; and
(b) the person did not make the claim before the end of the
transition period within the meaning of subsection 1414(2) of
the Act.
(2) After the end of the transition period:
(a) Part 7.9 or Part 8.6 of the old Corporations Act (as
appropriate), as in force immediately before the FSR
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Claims against fidelity funds Division 9
Regulation 10.2.29A
Corporations Regulations 2001 55
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
commencement, continues to have effect in relation to the
claim; and
(b) regulations made for Part 7.9 or Part 8.6 of the old
Corporations Act (as appropriate), as in force immediately
before the FSR commencement, continue to have effect in
relation to the claim.
10.2.29A Status of incomplete claim against fidelity fund
(1) This regulation applies if:
(a) a person made a claim in relation to a matter, after the FSR
commencement, under Part 7.9 or Part 8.6 of the old
Corporations Act; and
(b) the claim had not been withdrawn, or finally determined in
accordance with the old Corporations Act, before the end of
the transition period within the meaning of
subsection 1414(2) of the Act.
(2) After the end of the transition period:
(a) Part 7.9 or Part 8.6 of the old Corporations Act (as
appropriate), as in force immediately before the FSR
commencement, continues to have effect in relation to the
claim; and
(b) regulations made for Part 7.9 or Part 8.6 of the old
Corporations Act (as appropriate), as in force immediately
before the FSR commencement, continue to have effect in
relation to the claim.
10.2.30 Status of future claim against fidelity fund
(1) This regulation applies if:
(a) a matter related to conduct that occurred before the FSR
commencement; and
(b) a person could, if Part 7.9 or 8.6 of the old Corporations Act
had not been repealed, have made a claim in relation to the
matter under Part 7.9 or Part 8.6 of the old Corporations Act
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 9 Claims against fidelity funds
Regulation 10.2.30
56 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
after the end of the transition period within the meaning of
subsection 1414(2) of the Act.
(2) After the end of the transition period:
(a) Part 7.9 or Part 8.6 of the old Corporations Act (as
appropriate), as in force immediately before the FSR
commencement, continues to have effect in relation to the
claim; and
(b) regulations made for Part 7.9 or Part 8.6 of the old
Corporations Act (as appropriate), as in force immediately
before the FSR commencement, continue to have effect in
relation to the claim.
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Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Status of netting markets Division 10
Regulation 10.2.31
Corporations Regulations 2001 57
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 10—Status of netting markets
10.2.31 Netting markets
(1) This regulation applies to:
(a) an approved special stock market that was, immediately
before the FSR commencement, a netting market within the
meaning of the Payment Systems and Netting Act 1998; and
(b) an exempt stock market that was, immediately before the
FSR commencement, a netting market within the meaning of
the Payment Systems and Netting Act 1998; and
(c) an exempt futures market that was, immediately before the
FSR commencement, a netting market within the meaning of
the Payment Systems and Netting Act 1998.
(2) On and after the FSR commencement, the market is taken to be a
netting market for the purposes of that Act.
(3) Subregulation (2) ceases to apply to the market if the market has
not become:
(a) the person conducting an Australian financial services
licensee; or
(b) an Australian market licensee;
by the end of the transition period.
(4) Subregulations (2) and (3) do not prevent a market mentioned in
subregulation (1) from applying for netting market approval during
the transition period in relation to the market.
Note: The transition period is explained in sections 1418 and 1421 of the
Act.
10.2.32 Netting market approval granted before the FSR
commencement
On and after the FSR commencement, a netting market approval
granted:
(a) under the Payment Systems and Netting Act 1998; and
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Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 10 Status of netting markets
Regulation 10.2.32
58 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) in relation to a market other than a market mentioned in
subregulation 10.2.31(1) before the FSR commencement;
is taken to continue in force.
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Status of listed securities Division 11
Regulation 10.2.33
Corporations Regulations 2001 59
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 11—Status of listed securities
10.2.33 Securities of exempt stock markets
(1) This regulation applies to a listed security, within the meaning of
the SIS Act, that was, immediately before the FSR commencement,
a share, unit, bond or debenture, right or other security, listed for
quotation in the official list of an exempt stock market.
(2) On and after the FSR commencement, the share, unit, bond or
debenture, right or other security is taken to be a listed security for
the purposes of the SIS Act.
(3) Subregulation (2) ceases to apply if:
(a) the person conducting the exempt stock market to which the
share, unit, bond or debenture, right or other security relates
becomes:
(i) an Australian financial services licensee; or
(ii) an Australian market licensee; or
(b) the exempt stock market to which the share, unit, bond or
debenture, right or other security relates ceases to operate.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 12 Miscellaneous
Regulation 10.2.34
60 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 12—Miscellaneous
10.2.34 Preservation of nomination of body corporate as SEGC
On and after the FSR commencement, the nomination of the SEGC
that continued to have effect in accordance with section 1390 of
the old Corporations Act continues to have effect.
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Regulated principals Division 13
Regulation 10.2.35
Corporations Regulations 2001 61
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 13—Regulated principals
10.2.35 Definitions
In this Division:
amended Corporations Act means the Act as in force after the FSR
commencement.
associate, in relation to a principal, means:
(a) if the principal is a body corporate:
(i) a director or secretary of the principal; and
(ii) a related body corporate; and
(iii) a responsible officer of the principal; and
(b) if the principal is a natural person:
(i) a person with whom the principal carries on a financial
services business in partnership; and
(ii) a director or proposed director of a body corporate:
(A) of which the principal is also a director or
proposed director; and
(B) that carries on a financial services business; and
(c) if the principal is a trustee of a trust to which
subsection 761FA(1) of the amended Corporations Act
applies—another trustee of that trust with whom the principal
carries on a financial services business.
financial services activities means:
(a) any conduct or activities that constitute:
(i) carrying on a financial services business; or
(ii) operating a financial market; or
(iii) operating a clearing and settlement facility; and
(b) any conduct or activities:
(i) that were engaged in before the FSR commencement;
and
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Division 13 Regulated principals
Regulation 10.2.35A
62 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(ii) to which paragraph (a) would apply if they were
engaged in after the FSR commencement; and
(c) any conduct or activities:
(i) that were engaged in:
(A) after the FSR commencement; and
(B) before the relevant provisions of the amended
Corporations Act applied to the conduct or any
of the activities; and
(ii) to which paragraph (a) would apply if they were
engaged in after the relevant provisions of the amended
Corporations Act applied to the conduct or activities.
regulator means any of the following bodies:
(a) ASIC;
(b) a body that had any of the functions of ASIC before ASIC
was created;
(c) APRA;
(d) a body that had any of the functions of APRA before APRA
was created;
(e) the Australian Competition and Consumer Commission;
(f) a body that had any of the functions of the Australian
Competition and Consumer Commission before the
Australian Competition and Consumer Commission was
created.
10.2.35A Streamlined licensing procedure for certain regulated
principals
For subparagraph 1433(1)(b)(i) of the Act, each of the following is
a regulated principal to whom section 1433 of the Act applies:
(a) a regulated principal mentioned in item 14 of the table in
subregulation 10.2.38(2);
(b) a regulated principal mentioned in item 15 of the table in
subregulation 10.2.38(2).
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Regulated principals Division 13
Regulation 10.2.36
Corporations Regulations 2001 63
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.36 Persons who are not covered by section 1433 of the Act
For subsection 1433(3) of the Act, a person who is a member of a
class of persons identified in an item in Schedule 10D is not
covered by section 1433 of the Act:
(a) if a period is mentioned in the item—during that period; or
(b) if there is no period mentioned in the item—while the person
remains a member of that class of persons.
10.2.37 Variation of conditions on financial services licence
(1) If:
(a) a person lodges an application for a financial services
licence; and
(b) subsection 1433(2) of the Act applies in relation to the
application;
the person may, at any time before ASIC grants or refuses to grant
the financial services licence, lodge with ASIC in the prescribed
form an application under paragraph 914A(2)(b) of the Act to vary
the conditions on the financial services licence so that the financial
services, or class of financial services, that the financial services
licence will authorise the person to provide is increased (despite
the fact that the financial services licence has not yet been granted).
(2) If:
(a) a person lodges an application for a financial services
licence; and
(b) subsection 1433(2) of the Act applies in relation to the
application; and
(c) the person has also lodged with ASIC the application under
paragraph 914A(2)(b) of the Act mentioned in
subregulation (1); and
(d) ASIC proposes to grant the financial services licence and
vary the conditions in accordance with the applications;
ASIC may, instead of issuing the licence and subsequently varying
the conditions on the licence, grant the financial services licence
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Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 13 Regulated principals
Regulation 10.2.38
64 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
subject to conditions that include the conditions that would
otherwise be mentioned in the variation.
(3) If ASIC acts under subregulation (2), ASIC is not required to
notify the licensee separately of the variation to the conditions in
accordance with subsection 914A(1) of the Act.
10.2.38 Persons taken to be regulated principals: giving of incidental
advice and previously exempt persons
(1) For item 9 of the table in section 1430 of the Act, a person is a
regulated principal if, immediately before the FSR commencement,
the person is a person described in column 2 of one of the items in
the following table.
(2) The regulated activities of that person are as specified in column 3
of that item, and the relevant old legislation is as specified in
column 4 of that item.
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
1 A person who first conducts
an activity, to which
subsection 77(5) of the old
Corporations Act would have
applied if that subsection had
not been repealed, after the
FSR commencement.
The activities to which
subsection 77(5) of the
old Corporations Act
would have applied if
that subsection had not
been repealed.
Subsection 77(5)
of the old
Corporations Act,
and any
associated
provisions.
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Regulated principals Division 13
Regulation 10.2.38
Corporations Regulations 2001 65
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
2 A person who conducts an
exempt stock market within
the meaning of the old
Corporations Act that, if
carried on after the FSR
commencement, would be
required by the amended
Corporations Act (apart from
Subdivision D of Division 1 of
Part 10.2) to be covered by an
Australian financial services
licence.
The activities that the
declaration (as in force
immediately before the
FSR commencement)
under section 771 of the
old Corporations Act
authorised the person to
carry on.
Sections 767 and
771 of the old
Corporations Act,
and any
associated
provisions.
3 A person who conducts an
exempt futures market within
the meaning of the old
Corporations Act that, if
carried on after the FSR
commencement, would be
required by the amended
Corporations Act (apart from
Subdivision D of Division 1 of
Part 10.2) to be covered by an
Australian financial services
licence.
The activities that the
declaration (as in force
immediately before the
FSR commencement)
under section 1127 of the
old Corporations Act
authorised the person to
carry on.
Sections 1123
and 1127 of the
old Corporations
Act, and any
associated
provisions.
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Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 13 Regulated principals
Regulation 10.2.38
66 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
4 A person who carries on an
activity, not mentioned in
item 2 or 3, that was the
subject of an exemption under
the old Corporations Act, or
any other relevant old
legislation prior to the FSR
commencement, that, if
carried on after the FSR
commencement, would be
required by the amended
Corporations Act (apart from
Subdivision D of Division 1 of
Part 10.2) to be covered by an
Australian financial services
licence.
The activities that were
covered by the
exemption.
The provision
that created the
exemption, and
any associated
provisions.
5 A holder of a futures brokers
licence within the meaning of
the old Corporations Act.
The activities that the
licence (as in force
immediately before the
FSR commencement)
authorised the person to
carry on.
Parts 8.3, 8.4
(other than
section 1210) and
8.5 of the old
Corporations Act,
sections 1266 and
1267 of the old
Corporations Act,
and any
associated
provisions.
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Regulated principals Division 13
Regulation 10.2.38
Corporations Regulations 2001 67
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
6 A holder of a futures advisers
licence within the meaning of
the old Corporations Act.
The activities that the
licence (as in force
immediately before the
FSR commencement)
authorised the person to
carry on.
Parts 8.3 and 8.4
(other than
section 1210) of
the old
Corporations Act,
section 1267 of
the old
Corporations Act,
and any
associated
provisions.
7 A person whose licence is
suspended under
subsection 827(1) of the old
Corporations Act (whether the
suspension occurred before,
on or after the FSR
commencement)
(a) While the suspension
is in force—no
activities
(b) If the suspension
ceases to be in force
on or before
10 March 2004, and
from the time the
suspension ceases to
be in force—the
activities that the
licence (as in force
immediately before it
was suspended)
authorised the person
to carry on
All relevant old
legislation in
relation to the
kind of licence
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 13 Regulated principals
Regulation 10.2.38
68 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
8 A person whose licence is
suspended under
subsection 1192(1) of the old
Corporations Act (whether the
suspension occurred before,
on or after 11 March 2002)
(a) While the suspension
is in force—no
activities
(b) If the suspension
ceases to be in force
on or before
10 March 2004, and
from the time the
suspension ceases to
be in force—the
activities that the
licence (as in force
immediately before it
was suspended)
authorised the person
to carry on
All relevant old
legislation in
relation to the
kind of licence
9 A person whose registration is
suspended under section 25 of
the Insurance (Agents and
Brokers) Act 1984
(a) While the suspension
is in force—no
activities
(b) If the suspension
ceases to be in force
on or before
10 March 2004, and
from the time the
suspension ceases to
be in force—the
activities that the
licence (as in force
immediately before it
was suspended)
authorised the person
to carry on
All of the
provisions of the
Insurance
(Agents and
Brokers) Act
1984 as in force
immediately
before the FSR
commencement,
and any
associated
provisions
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Regulated principals Division 13
Regulation 10.2.38
Corporations Regulations 2001 69
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
10 A person whose registration is
suspended under section 25 of
the Insurance (Agents and
Brokers) Act 1984 who is
covered by a specification in
writing by ASIC under
subsection 25(3) of that Act
(a) While the
specification is in
force—such of the
person’s activities as
ASIC specifies in
writing under
subsection 25(3) of
the Insurance (Agents
and Brokers) Act
1984
(b) If the suspension
ceases to be in force
on or before
10 March 2004, and
from the time the
suspension ceases to
be in force—the
activities that the
registration
(immediately before
it was suspended)
authorised the person
to carry on
All of the
provisions of the
Insurance
(Agents and
Brokers) Act
1984 as in force
immediately
before the FSR
commencement,
and any
associated
provisions
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Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 13 Regulated principals
Regulation 10.2.38
70 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
11 A person whose registration is
suspended under section 31H
of the Insurance (Agents and
Brokers) Act 1984
(a) While the suspension
is in force—no
activities
(b) If the suspension
ceases to be in force
on or before
10 March 2004, and
from the time the
suspension ceases to
be in force—the
activities that the
registration
(immediately before
it was suspended)
authorised the person
to carry on
All of the
provisions of the
Insurance
(Agents and
Brokers) Act
1984 as in force
immediately
before the FSR
commencement,
and any
associated
provisions
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Regulation 10.2.38
Corporations Regulations 2001 71
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
12 A person whose registration is
suspended under section 31H
of the Insurance (Agents and
Brokers) Act 1984 who is
covered by a specification in
writing by ASIC under
subsection 31H(3) of that Act
(a) While the
specification is in
force—such of the
person’s activities as
ASIC specifies in
writing under
subsection 31H(3) of
the Insurance (Agents
and Brokers) Act
1984
(b) If the suspension
ceases to be in force
on or before
10 March 2004, from
the time the
suspension ceases to
be in force—the
activities that the
registration
(immediately before
it was suspended)
authorised the person
to carry on
All of the
provisions of the
Insurance
(Agents and
Brokers) Act
1984 as in force
immediately
before the FSR
commencement,
and any
associated
provisions
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Division 13 Regulated principals
Regulation 10.2.38
72 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
13 A person who was a registered
insurance broker within the
meaning of the Insurance
(Agents and Brokers) Act 1984
as in force immediately before
the FSR commencement, if:
(a) the person’s registration
under that Act expired
because of the operation of
subsection 21(3) of that
Act; and
(b) either:
(i) it is less than 8
weeks after the
registration expired;
or
(ii) the person applied
for renewal of
registration within 8
weeks after the
registration expired
The person’s business as
an insurance broker,
within the meaning of
the Insurance (Agents
and Brokers) Act 1984 as
in force immediately
before the FSR
commencement, carried
on from the date that the
registration ceased to
have effect
All the provisions
of the Insurance
(Agents and
Brokers) Act
1984 as in force
immediately
before the FSR
commencement,
and any
associated
provisions
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Regulated principals Division 13
Regulation 10.2.38
Corporations Regulations 2001 73
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
14 A person who:
(a) conducts activities that, if
carried on after the FSR
commencement, would be
required by the amended
Corporations Act (apart
from Subdivision D of
Division 1 of Part 10.2) to
be covered by an
Australian financial
services licence; and
(b) is an Australian ADI, a life
company under the Life
Insurance Act 1995, a
general insurer under the
Insurance Act 1973 or an
approved trustee under the
Superannuation Industry
(Supervision) Act 1993
The class of activities
lawfully carried on by
the person immediately
before the FSR
commencement that, if
carried on after the FSR
commencement, would
be required by the
amended Corporations
Act (apart from
Subdivision D of
Division 1 of Part 10.2)
to be covered by an
Australian financial
services licence
For a body that
was an insurer
within the
meaning of the
Insurance
(Agents and
Brokers) Act
1984 as in force
immediately
before the FSR
commencement
—all the
provisions of that
Act as then in
force, and any
associated
provisions
In any other
case—subject to
any regulations
made for the
purposes of this
item, there is no
relevant old
legislation
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Division 13 Regulated principals
Regulation 10.2.39
74 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Regulated principals and regulated activities
Item These persons are regulated
principals
These are the regulated
principal’s regulated
activities
This is the
relevant old
legislation (if
any)
15 A person described in column
2 of items 1 to 5 of the table in
subsection 1430(1) of the Act,
who carries on other activities:
(a) that are not regulated
activities for the purpose
of items 1 to 5 of the table;
and
(b) that, if carried on after the
FSR commencement,
would (apart from
Subdivision D of
Division 1 of Part 10.2 of
the Act) be required by the
amended Corporations Act
to be covered by an
Australian financial
services licence
The class of activities
lawfully carried on by
the person immediately
before the FSR
commencement that
were not authorised by
the pre-FSR licence or
registration but would
(apart from Subdivision
D of Division 1 of
Part 10.2 of the Act) be
required by the amended
Corporations Act to be
covered by an Australian
financial services licence
There is no
relevant old
legislation
10.2.39 Reference to offer covered by Australian financial services
licence: section 911A of the Act
(1) For section 1444 of the Act, this regulation applies in relation to:
(a) a regulated principal; and
(b) a representative of a regulated principal within the meaning
of subsection 1436(1) of the Act.
(2) A reference in paragraph 911A(2)(b) of the Act to a financial
services licensee includes a regulated principal.
(3) A reference in paragraph 911A(2)(b) of the Act to an authorised
representative includes a representative of a regulated principal.
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Regulation 10.2.40
Corporations Regulations 2001 75
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(4) A reference in paragraph 911A(2)(b) of the Act to an offer covered
by a financial services licensee’s Australian financial services
licence includes an offer within the regulated activities of the
regulated principal.
(5) Subregulations (2), (3) and (4) cease to apply in relation to the
regulated principal and the representative at the end of the
transition period in relation to the regulated principal.
10.2.40 Reference to financial services licensee: section 911A of the
Act
(1) This regulation applies in relation to the following provisions of
the Act:
(a) subparagraph 911A(2)(f)(viii);
(b) subparagraph 911A(2)(f)(ix);
(c) paragraph 911A(3)(a);
(d) paragraph 911A(3)(c).
(2) A reference in those provisions to a financial services licensee
includes a regulated principal.
(3) Subregulation (2) ceases to apply in relation to a regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.40A Need for an Australian financial services licence
(1) For section 1444 of the Act, paragraphs 911A(2)(ea), (eb) and (ec)
of the Act do not apply in relation to a regulated principal and its
regulated activities.
(2) For section 1444 of the Act, subparagraphs 7.6.01(1)(e)(iii) and
(iv) and subparagraph 7.6.01(1)(o)(iv) do not apply in relation to a
regulated principal and its regulated activities.
(4) This regulation ceases to apply in relation to a regulated principal
and its regulated activities at the end of the period of 2 years
starting on the FSR commencement.
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Division 13 Regulated principals
Regulation 10.2.41
76 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.41 Reference to second principal: section 911B of the Act
(1) For section 1444 of the Act, subparagraph 911B(1)(b)(iv) of the
Act does not apply if the second principal is a regulated principal.
(2) Subregulation (1) ceases to apply in relation to a regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.42 Reference to financial services licensee: section 916D of the
Act
(1) For section 1444 of the Act, section 916D of the Act is taken to
prohibit a regulated principal from being the authorised
representative of a financial services licensee if the authorisation
would authorise the regulated principal to provide financial
services that are within the regulated principal’s regulated
activities.
(2) Subregulation (1) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.43 Status of insurance agent: section 1436A of the Act
For section 1436A of the Act, and to avoid doubt, if an insurer is:
(a) a financial services licensee; and
(b) a principal mentioned in paragraph 1436A(2)(d) in relation to
an insurance agent mentioned in paragraph 1436A(2)(a);
the insurance agent is taken not to be a representative of the insurer
under section 910A of the Act.
10.2.44A Obligation to cite licence number in documents
(1) This regulation applies if:
(a) a person who has not been granted a financial services
licence prepares any document in connection with the
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Regulation 10.2.46
Corporations Regulations 2001 77
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
provision of financial services or the business of providing
financial services; and
(b) the document does not include a licence number for the
person; and
(c) the person is granted a licence after preparing the document.
(2) For section 1444 of the Act, section 912F of the Act does not apply
to the document.
(3) If the document is a periodic statement under section 1017D of the
Act, subregulation (2) ceases to apply at the end of 3 years after the
FSR commencement.
(4) If the document is not a periodic statement under section 1017D of
the Act, subregulation (2) ceases to apply at the end of 2 years after
the FSR commencement.
10.2.46 When Australian financial services licence may be granted
(1) For section 1444 of the Act, on and after the FSR commencement:
(a) section 913B of the Act is taken to authorise ASIC to specify,
in an Australian financial services licence, a date (later than
the date on which the licence is granted) from which the
licence takes effect; and
(b) the financial services licence is taken for all purposes not to
have been granted until the specified date.
(2) Paragraph (1)(a) ceases to apply 2 years after the FSR
commencement.
Note: Generally, providers of financial services (other than new entrants to
the industry) will have 2 years from the FSR commencement to obtain
a licence under the new regime. During this transition period, the
existing legislative regime (if any) will be preserved for, and will
continue to apply to, those providers.
The arrangements for the transition period are set out in Subdivision D
of Division 1 of Part 10.2 of the Corporations Act.
Therefore, there will be an individual date at which the new legislative
regime will begin to apply to those providers. The date will be some
time between the FSR commencement and the end of the transition
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Division 13 Regulated principals
Regulation 10.2.46A
78 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
period (2 years after the FSR commencement), and may be the date on
which the provider is granted an Australian financial services licence.
It may be appropriate, in some cases, for the date of effect of the
Australian financial services licence to be later than the date on which
the licence is physically granted.
This arrangement ceases to apply 2 years after the end of the FSR
commencement. However, the date of effect of a licence will not be
affected by the end of the arrangement.
10.2.46A When Australian financial services licence may be varied
(1) For section 1444 of the Act, on and after the FSR commencement:
(a) subsection 914A(1) of the Act is taken to authorise ASIC to
specify a date (later than the date on which conditions are
imposed on an Australian financial services licence) from
which the imposition of the conditions takes effect; and
(b) the conditions are taken for all purposes not to have been
imposed until the specified date.
(2) For section 1444 of the Act, on and after the FSR commencement:
(a) subsection 914A(1) of the Act is taken to authorise ASIC to
specify a date (later than the date on which additional
conditions are imposed on an Australian financial services
licence) from which the imposition of the additional
conditions takes effect; and
(b) the additional conditions are taken for all purposes not to
have been issued until the specified date.
(3) For section 1444 of the Act, on and after the FSR commencement:
(a) subsection 914A(1) of the Act is taken to authorise ASIC to
specify a date (later than the date on which conditions
imposed on an Australian financial services licence are
varied or revoked) from which the variation or revocation
takes effect; and
(b) the conditions are taken for all purposes not to have been
varied or revoked until the specified date.
(4) For section 1444 of the Act, on and after the FSR commencement:
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Regulation 10.2.47
Corporations Regulations 2001 79
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(a) subsection 915A(1) of the Act is taken to authorise ASIC to
specify a date (later than the date on which an Australian
financial services licence is varied) from which the variation
takes effect; and
(b) the financial services licence is taken for all purposes not to
have been varied until the specified date.
(5) Paragraphs (1)(a), (2)(a), (3)(a) and (4)(a) cease to apply 2 years
after the FSR commencement.
10.2.47 Dispute resolution requirements: no external dispute
resolution scheme
For section 1444 of the Act, paragraph 912A(2)(b) of the Act does
not apply in relation to a financial services licensee at any time
within 2 years after the FSR commencement unless, at that time:
(a) there is an external dispute resolution scheme in existence
that satisfies subparagraphs 912A(2)(b)(i) and (ii) of the Act;
and
(b) the external dispute resolution scheme has been in existence
for a period of at least 3 months.
10.2.47A Modification of pre-FSR authority
(1) For section 1444 of the Act, this regulation applies if a person:
(a) is a regulated principal in relation to 2 or more regulated
activities; and
(b) holds an authority under the relevant old legislation in
relation to those regulated activities; and
(c) either:
(i) becomes a financial services licensee in relation to 1 or
more of those regulated activities; or
(ii) is exempt from the requirement to hold a financial
services licence in relation to 1 or more of those
regulated activities.
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Division 13 Regulated principals
Regulation 10.2.47A
80 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) ASIC may vary the authority to take account of the fact that the
person has become a financial services licensee, or is exempt from
the requirement to hold a financial services licence.
(3) ASIC must not vary the authority unless ASIC has given the
person an opportunity:
(a) to appear at a hearing before ASIC that takes place in private;
and
(b) to make submissions and give evidence to ASIC in relation to
the matter.
(4) ASIC must give written notice of the variation to the person.
(5) The variation takes effect when the written notice of the variation
is given to the person.
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Financial services disclosure Division 14
Regulation 10.2.48
Corporations Regulations 2001 81
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 14—Financial services disclosure
10.2.48 Obligation to give Financial Services Guide for service
arranged before application of Part 7.7 of the Act
For section 1444 of the Act, sections 941A and 941B of the Act are
taken not to require a person to give a client a Financial Services
Guide in accordance with Division 2 of Part 7.7 of the Act in
relation to a financial service (the new financial service) if, before
the person became subject to Part 7.7 of the Act in relation to the
provision of the new financial service:
(a) the person was a regulated principal, or a representative of a
regulated principal within the meaning of subsection 1436(1)
of the Act, whose regulated activities included the provision
of financial services of the same kind as the new financial
service; and
(b) the person entered into an agreement with the client, to
provide the new financial service; and
(c) the client took all of the steps necessary for the person to be
able to provide the new financial service.
Note: When Part 7.7 of the Act begins to apply to a person, the person will
be under an obligation to provide a Financial Services Guide to a retail
client to which it provides financial services. The Financial Services
Guide should be given before the financial service is provided (see
sections 941A, 941B and 941D of the Act).
However, this could create difficulties if the person, or an authorised
representative, has an existing client, and has entered into an
arrangement with the client before Part 7.7 started to apply. The
obligation to give a Financial Services Guide would arise when
Part 7.7 begins to apply, but, under the arrangement, the financial
service might have to be provided very shortly afterwards. This might
make the giving of the Financial Services Guide in accordance with
section 941D difficult.
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Division 14 Financial services disclosure
Regulation 10.2.48A
82 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.48A Obligation to give a Financial Services Guide for a
custodial and depository service
(1) For section 1444 of the Act, sections 941A and 941B of the Act are
taken not to require a person to give a Financial Services Guide to
a client, in accordance with Division 2 of Part 7.7 of the Act, in
relation to a financial service (the new financial service), if:
(a) the new financial service constitutes:
(i) the provision of a custodial or depository service under
section 766E of the Act; or
(ii) dealing in a financial product that is held on trust for or
on behalf of the client as a necessary part of the
custodial or depository service; or
(iii) issuing, to the client, a financial product that is a
beneficial interest in a financial product held on trust for
or on behalf of the client as a necessary part of the
custodial or depository service; and
(b) the person entered into the arrangement under which the
custodial or depository service is provided, before the FSR
commencement; and
(c) the arrangement continued unaltered after the person became
subject to Part 7.7 of the Act.
(2) For paragraph (1)(c), an arrangement is taken to continue unaltered
if:
(a) the person holds, under the arrangement, financial products
that are different financial products from those held under the
arrangement before the person became subject to Part 7.7 of
the Act; and
(b) none of the different financial products is held on instruction
from the client.
(3) Subparagraph (1)(a)(ii) does not apply to dealing in a financial
product if the dealing consists of the issue of a financial product to
a person other than the client to whom the custodial or depository
service is provided.
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Regulation 10.2.49
Corporations Regulations 2001 83
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.49 Obligation to give Financial Services Guide in relation to
existing clients
(1) For section 1444 of the Act, section 941D of the Act is taken not to
require a person to give a client a Financial Services Guide in
relation to a financial service (the new financial service) within the
period specified in that section if, in the period of 6 months ending
on the day immediately before Part 7.7 of the Act first applies to
the person in relation to the provision of financial services of the
same kind as the new financial service, the person had provided a
financial service to the client of the same kind as the new financial
service.
(2) For subregulation (1), section 941D of the Act is also taken to
require the person to give the client the Financial Services Guide:
(a) as soon as is reasonably practicable; and
(b) in any event, within the period of 14 days starting on the day
on which the person would have been required by
section 941D of the Act to provide a Financial Services
Guide if subregulation (1) did not apply.
(3) This regulation ceases to apply in relation to the person at the end
of 14 days after the day on which Part 7.7 of the Act first applies to
the person in relation to the provision of financial services of the
same kind as the new financial service.
10.2.50 Content of Financial Services Guide for an authorised
representative that is a regulated principal or a
representative of a regulated principal
(1) This regulation applies if a person:
(a) is a regulated principal, or a representative of a regulated
principal within the meaning of subsection 1436(1) of the
Act; and
(b) is also in the transition period in the capacity of:
(i) a regulated principal; or
(ii) a representative of a regulated principal; and
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Division 14 Financial services disclosure
Regulation 10.2.50
84 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(c) is also a financial services licensee or an authorised
representative of a financial services licensee.
(2) Paragraphs 942B(2)(c) and 942C(2)(d) of the Act are taken to
require the person:
(a) to provide a statement, in addition to a Financial Services
Guide, to the effect that the person is able to provide
financial services as:
(i) a regulated principal; or
(ii) a representative of a regulated principal; and
(b) to include in the statement:
(i) a brief description of the kinds of financial services
provided in that capacity; and
(ii) the name of each regulated principal (if any) on whose
behalf the financial services are provided.
(3) For subregulation (2):
(a) section 940C of the Act is taken to apply in relation to the
statement; and
(b) the following matters are also taken to apply in relation to the
person:
(i) any regulations or other instruments in force for
section 940C;
(ii) any interpretation provisions that apply for
section 940C;
(iii) any provisions relating to liability (civil or criminal) that
apply for section 940C (whether or not they also apply
or applied for other purposes);
(iv) any provisions that limit, or that otherwise affect, the
operation of section 940C (whether or not they also
limit or limited, or affect or affected, the operation of
other provisions); and
(c) for Part 7.7 of the Act, the statement:
(i) is taken not to be a part of the Financial Services Guide;
and
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Regulation 10.2.50A
Corporations Regulations 2001 85
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(ii) is taken not to be a statement that the person is required
to include in a Financial Services Guide.
(4) The person must not fail to give the statement in accordance with
this regulation.
Penalty: 50 penalty units.
10.2.50A Treatment of arrangements under which a person can
instruct another person to acquire a financial product
(1) For section 1444 of the Act, this regulation applies in relation to a
custodial arrangement (within the meaning of section 1012IA of
the Act) in which the client is the holder of a superannuation
product issued to the client by the provider.
(2) Section 1012IA of the Act does not apply to a regulated acquisition
(within the meaning of that section) that occurs under the custodial
arrangement.
(3) Subregulation (2) ceases to apply at the end of 2 years after the
FSR commencement.
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Division 15 Other provisions relating to conduct etc
Regulation 10.2.51
86 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 15—Other provisions relating to conduct etc
10.2.51 Sale offers that need disclosure
For section 1444 of the Act:
(a) section 707 of the old Corporations Act applies in relation to
managed investment products:
(i) issued before the FSR commencement; and
(ii) sold during the transitional period in relation to the
products; and
(b) section 707 of the Act applies in relation to managed
investment products:
(i) issued on or after the FSR commencement; and
(ii) sold during the transitional period in relation to the
products; and
(c) section 1012C of the Act does not apply in relation to a
financial product that is issued before the end of the
transition period in relation to the financial product, other
than:
(i) a security that is not also a warrant; and
(ii) a managed investment product that is not also a warrant.
10.2.52 Offers that do not need disclosure: small scale offerings
(1) For section 1444 of the Act, this regulation applies in relation to
managed investment products:
(a) issued or sold before the end of the transition period in
relation to the managed investment products; and
(b) for which:
(i) a disclosure document under Chapter 6D of the old
Corporations Act was not required because of the
operation of section 708 of the old Corporations Act
(other than subsection 708(1)); or
(ii) a disclosure document was lodged with ASIC under
Chapter 6D of the old Corporations Act.
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Regulation 10.2.52A
Corporations Regulations 2001 87
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) A reference in subsection 1012E(8) of the Act to issues and sales
that should be disregarded includes issues or sales of the managed
investment products.
10.2.52A Offers that do not need disclosure
(1) For section 1444 of the Act, this regulation applies in relation to an
offer of a financial product if:
(a) the financial product is described in subsection 1012E(1) of
the Act; and
(b) the financial product was offered before Division 2 of
Part 7.9 of the Act applied to the product; and
(c) a disclosure document was not required under Chapter 6D of
the old Corporations Act, in the course of the offer of the
financial product; and
(d) the disclosure document was not required in accordance with
a provision of section 708 of the old Corporations Act (other
than subsection 708(1)).
(2) The offer is taken to comply with the condition set out in
paragraph 1012E(9)(c) of the Act.
10.2.53 Money other than loans: financial services licensee who
formerly held dealer’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is a regulated principal mentioned
in item 1 of the table in section 1430 of the Act, and whose
financial services licence covers regulated activities for a regulated
principal of that kind in relation to money:
(a) received by the person before the end of the transition period
in relation to the person in the capacity of a regulated
principal of that kind; and
(b) to which subsection 867(1) of the old Corporations Act
applied.
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Division 15 Other provisions relating to conduct etc
Regulation 10.2.54
88 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) Sections 866 to 871 of the old Corporations Act, and any
associated provisions, continue to apply to the regulated principal,
after the end of the transition period in relation to:
(a) the person in the capacity of a regulated principal of that
kind; and
(b) the money;
as if the regulated principal were a licensee within the meaning of
Part 7.6 of the old Corporations Act.
(3) Subdivision A of Division 2 of Part 7.8 of the Act, and any
associated provisions, apply in relation to the regulated principal as
if the money were money to which that Subdivision applied.
(4) A regulated principal must choose whether to deal with the money
in accordance with the arrangements mentioned in
subregulation (2) or the arrangements mentioned in
subregulation (3).
(5) For this regulation, compliance with the arrangements chosen by a
regulated principal is also taken to be compliance with the
arrangements that the regulated principal did not choose.
10.2.54 Money other than loans: financial services licensee who
formerly held futures broker’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is a regulated principal mentioned
in item 3 of the table in section 1430 of the Act, and whose
financial services licence covers regulated activities for a regulated
principal of that kind, in relation to:
(a) money received by the person before the end of the transition
period in relation to the person in the capacity of a regulated
principal of that kind and to which section 1209 of the old
Corporations Act applied; and
(b) money received by the person after the end of the transition
period in relation to the person in the capacity of a regulated
principal of that kind as a result of:
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Regulation 10.2.55
Corporations Regulations 2001 89
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(i) the payment of interest, dividends or other income from
the investment of money mentioned in paragraph (1)(a);
or
(ii) the realisation of an investment of money mentioned in
paragraph (1)(a); and
(c) money received by the person under subsection 1209(5A) of
the old Corporations Act after the end of the transition period
in relation to the person in the capacity of a regulated
principal of that kind.
(2) Section 1209 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the regulated principal
after the end of the transition period in relation to:
(a) the person in the capacity of a regulated principal of that
kind; and
(b) the money;
as if the regulated principal were a futures broker within the
meaning of the old Corporations Act.
(3) Subdivision A of Division 2 of Part 7.8 of the Act, and any
associated provisions, apply in relation to the regulated principal as
if the money were money to which that Subdivision applied.
(4) A regulated principal must choose whether to deal with the money
in accordance with the arrangements mentioned in
subregulation (2) or the arrangements mentioned in
subregulation (3).
(5) For this regulation, compliance with the arrangements chosen by a
regulated principal is also taken to be compliance with the
arrangements that the regulated principal did not choose.
10.2.55 Money other than loans: financial services licensee who was
formerly a registered insurance broker
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is a regulated principal mentioned
in item 5 of the table in section 1430 of the Act, and whose
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Regulation 10.2.55
90 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
financial services licence covers regulated activities for a regulated
principal of that kind, in relation to:
(a) money:
(i) received by the person before the end of the transition
period in relation to the person in their capacity as a
regulated principal of that kind; and
(ii) to which section 26 of the Insurance (Agents and
Brokers) Act 1984 applied; and
(b) money received by the person after the end of the transition
period in relation to the person in the capacity of a regulated
principal of that kind as a result of:
(i) the payment of interest, dividends or other income from
the investment of money mentioned in paragraph (1)(a);
or
(ii) the realisation of an investment of money mentioned in
paragraph (1)(a).
(2) Section 26 of the Insurance (Agents and Brokers) Act 1984, and
any associated provisions, continues to apply in relation to the
regulated principal after the end of the transition period in relation
to:
(a) the person in the capacity of a regulated principal of that
kind; and
(b) the money;
as if the regulated principal were a registered insurance broker
within the meaning of the Insurance (Agents and Brokers) Act
1984.
(3) Subdivision A of Division 2 of Part 7.8 of the Act, and any
associated provisions, apply in relation to the regulated principal as
if the money were money to which that Subdivision applied.
(4) A regulated principal must choose whether to deal with the money
in accordance with the arrangements mentioned in
subregulation (2) or the arrangements mentioned in
subregulation (3).
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Regulation 10.2.56
Corporations Regulations 2001 91
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(5) For this regulation, compliance with the arrangements chosen by a
regulated principal is also taken to be compliance with the
arrangements that the regulated principal did not choose.
10.2.56 Money other than loans: financial services licensee who
ceases to be licensed
(1) For section 1444 of the Act, this regulation applies in relation to
money held by a financial services licensee in an account
maintained under any of the following provisions:
(a) section 866 of the old Corporations Act;
(b) section 1209 of the old Corporations Act;
(c) section 26 of the Insurance (Agents and Brokers) Act 1984.
(2) If any of paragraphs 981F(a) to (d) of the Act applies to the
financial services licensee, any money held by the financial
services licensee in an account mentioned in subregulation (1) is to
be dealt with as if it were held by the licensee in an account
maintained for section 981B of the Act.
10.2.57 Loan money: financial services licensee who formerly held
dealer’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is a regulated principal mentioned
in item 1 of the table in section 1430 of the Act, and whose
financial services licence covers regulated activities for a regulated
principal of that kind, in relation to money:
(a) received by the person before the end of the transition period
in relation to the person in the capacity of a regulated
principal of this kind; and
(b) to which section 872 of the old Corporations Act applied.
(2) Section 872 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the regulated principal
after the end of the transition period in relation to:
(a) the person in the capacity of a regulated principal of that
kind; and
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Regulation 10.2.58
92 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) the money;
as if the person were a dealer within the meaning of the old
Corporations Act.
10.2.58 Other property of clients: financial services licensee who
formerly held dealer’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is a regulated principal mentioned
in item 1 of the table in section 1430 of the Act, and whose
financial services licence covers regulated activities for a regulated
principal of this kind, in relation to scrip:
(a) received by the person before the end of the transition period
in relation to the person in the capacity of a regulated
principal of that kind; and
(b) to which section 873 of the old Corporations Act applied.
(2) Section 873 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the regulated principal
after the end of the transition period in relation to:
(a) the person in the capacity of a regulated principal of that
kind; and
(b) the scrip;
as if the person was still the holder of a dealers licence within the
meaning of the old Corporations Act.
10.2.59 Other property of clients: financial services licensee who
formerly held futures broker’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is a regulated principal mentioned
in item 3 of the table in section 1430 of the Act, and whose licence
covers regulated activities for a regulated principal of that kind, in
relation to property:
(a) received by the person before the end of the transition period
in relation to the person in the capacity of a regulated
principal of that kind; and
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Regulation 10.2.60
Corporations Regulations 2001 93
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(b) to which section 1209 or 1214 of the old Corporations Act
applied.
(2) Sections 1209 and 1214 of the old Corporations Act, and any
associated provisions, continue to apply in relation to the regulated
principal after the end of the transition period in relation to:
(a) the person in the capacity of a regulated principal of that
kind; and
(b) the property;
as if the licensee were a futures broker within the meaning of the
old Corporations Act.
10.2.60 Special provisions relating to insurance: financial services
licensee who was formerly a registered insurance broker
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is a regulated principal mentioned
in item 5 of the table in section 1430 of the Act, and whose
financial services licence covers regulated activities for a regulated
principal of that kind, in relation to:
(a) money:
(i) received by the person before the end of the transition
period in relation to the person in the capacity of a
regulated principal of that kind; and
(ii) to which section 27 of the Insurance (Agents and
Brokers) Act 1984 applied; and
(b) contracts of insurance arranged or effected by the person
(either directly or through another person) before the end of
the transition period in relation to the person in the capacity
of a regulated principal of that kind; and
(c) proposed contracts of insurance of the kind mentioned in
paragraph (b).
(2) Section 27 (other than subsections 27(3) and (5)) of the Insurance
(Agents and Brokers) Act 1984, and any associated provisions,
continue to apply to the regulated principal after the end of the
transition period in relation to:
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94 Corporations Regulations 2001
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(a) the person in the capacity of a regulated principal of that
kind; and
(b) the money;
as if the licensee were a registered insurance broker within the
meaning of the Insurance (Agents and Brokers) Act 1984.
(3) Subsection 27(3) of the Insurance (Agents and Brokers) Act 1984,
and any associated provisions, continue to apply to the regulated
principal after the end of the transition period in relation to the
person in the capacity of a regulated principal of that kind, in
relation to contracts of insurance mentioned in paragraph (1)(b).
(4) Subsection 27(5) of the Insurance (Agents and Brokers) Act 1984,
and any associated provisions, continue to apply to the regulated
principal after the end of the transition period in relation to the
person in the capacity of a regulated principal of that kind, in
relation to contracts of insurance, or proposed contracts of
insurance, mentioned in paragraphs (1)(b) and (c) for which:
(a) the risk or part of the risk to which the contract or proposed
contract relates is accepted by or on behalf of an insurer; and
(b) the person has not been informed of, and has not otherwise
ascertained, the amount of a premium or an instalment of a
premium to be paid in connection with the contract or
proposed contract;
as if the person was still a registered insurance broker within the
meaning of the Insurance (Agents and Brokers) Act 1984.
10.2.61 Obligation to report: financial services licensee who
formerly held a futures broker’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee whose financial services licence covers
regulated activities for a regulated principal of the kind mentioned
in item 3 of the table in section 1430 of the Act, in relation to:
(a) money that is held by the licensee in an account maintained
under section 1209 of the old Corporations Act; and
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Regulation 10.2.62
Corporations Regulations 2001 95
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(b) property that is held by the licensee under section 1209 or
1214 of the old Corporations Act.
(2) Section 1207 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the regulated principal
after the end of the transition period in relation to:
(a) the person in the capacity of a regulated principal of that
kind; and
(b) the money;
as if the person were a futures broker.
10.2.62 Reporting in relation to dealings in derivatives: financial
services licensee who formerly held a dealer’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is a regulated principal mentioned
in item 3 of the table in section 1430 of the Act, and whose
financial services licence covers regulated activities for a regulated
principal of that kind, in relation to:
(a) a futures contract within the meaning of section 72 of the old
Corporations Act that was acquired by the licensee on behalf
of a client before the end of the transition period in relation to
the person in the capacity of a regulated principal of that
kind; and
(b) authority to operate a discretionary account within the
meaning of section 61 of the old Corporations Act that was
given to the licensee before the end of the transition period in
relation to the person in the capacity of a regulated principal
of that kind.
(2) Section 1207 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the regulated principal
after the end of the transition period in relation to:
(a) the person in the capacity of a regulated principal of that
kind; and
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Regulation 10.2.63
96 Corporations Regulations 2001
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(b) futures contracts mentioned in paragraph (1)(a) that have not
been disposed of by the end of a particular month; and
(c) discretionary accounts mentioned in paragraph (1)(b) for
which the authority remained in force during part of a
particular month;
as if the person were a futures broker.
10.2.63 Financial statements of financial services licensee: general
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is not a regulated principal
mentioned in any the following items of the table in section 1430
of the Act:
(a) item 1;
(b) item 3;
(c) item 5;
(d) item 7.
(2) Subdivision C of Division 6 of Part 7.8 of the Act applies in
relation to the financial services licensee as if the first day of the
first financial year in relation to the licensee, in its capacity as
licensee, commenced on:
(a) if the person prepares financial statements for the entire
financial year in which the person became a financial
services licensee—the first day of that financial year; or
(b) if paragraph (a) does not apply—the day on which the person
became a financial services licensee.
10.2.64 Financial statements of financial services licensees who were
certain regulated principals
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who is a regulated principal mentioned
in any of the following items of the table in section 1430 of the
Act:
(a) item 1;
(b) item 3;
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Corporations Regulations 2001 97
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(c) item 5;
(d) item 7.
(2) Subdivision C of Division 6 of Part 7.8 of the Act applies in
relation to the financial services licensee as if the financial services
licensee had been a financial services licensee on and from the first
day of the financial year in which the person became a financial
services licensee.
(3) If the financial services licensee was, immediately before
becoming a financial services licensee, a regulated principal
mentioned in item 1 of the table in section 1430 of the Act:
(a) section 860 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the most recent
financial year that ended before the financial year in which
the licensee became a financial services licensee, as if the
licensee were a person who held a securities dealers licence
within the meaning of the old Corporations Act; and
(b) section 860 of the old Corporations Act does not apply in
relation to the licensee in relation to the financial year in
which the licensee became a financial services licensee.
(4) If the financial services licensee was, immediately before
becoming a financial services licensee, a regulated principal
mentioned in item 3 of the table in section 1430 of the Act:
(a) section 1218 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the licensee in
relation to the most recent financial year that ended before
the financial year in which the licensee became a financial
services licensee as if the licensee were a futures broker
within the meaning of the old Corporations Act; and
(b) section 1218 of the old Corporations Act does not apply in
relation to the licensee in relation to the financial year in
which the licensee became a financial services licensee.
(5) If the financial services licensee was, immediately before
becoming a financial services licensee, a regulated principal
mentioned in item 5 of the table in section 1430 of the Act:
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Regulation 10.2.65
98 Corporations Regulations 2001
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(a) section 25A of the Insurance (Agents and Brokers) Act 1984,
and any associated provisions, continue to apply in relation to
the licensee in relation to the most recent accounting period
(within the meaning of that Act) that ended before the
accounting period in which the licensee became a financial
services licensee, as if the licensee were a registered
insurance broker; and
(b) section 25A of the Insurance (Agents and Brokers) Act 1984
does not apply in relation to the licensee in relation to the
accounting period in which the licensee became a financial
services licensee.
(6) If the financial services licensee was, immediately before
becoming a financial services licensee, a regulated principal
mentioned in item 7 of the table in section 1430 of the Act:
(a) section 31J of the Insurance (Agents and Brokers) Act 1984,
and any associated provisions, continue to apply in relation to
the licensee in relation to the most recent accounting period
(within the meaning of that Act) that ended before the
accounting period in which the licensee became a financial
services licensee as if the licensee were a registered foreign
insurance agent; and
(b) section 31J of the Insurance (Agents and Brokers) Act 1984
does not apply in relation to the licensee in relation to the
accounting period in which the licensee became a financial
services licensee.
10.2.65 Auditors: certain financial services licensee who formerly
held dealer’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who:
(a) is a regulated principal mentioned in item 1 of the table in
section 1430 of the Act, and whose financial services licence
covers regulated activities for a regulated principal of that
kind; and
(b) is not a body corporate (other than a proprietary company) to
which section 327 of the old Corporations Act applies.
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Regulation 10.2.65
Corporations Regulations 2001 99
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(2) If:
(a) there was no vacancy in the office of auditor of the regulated
principal at the end of the transition period in relation to the
person in the capacity of a regulated principal of that kind;
and
(b) an auditor of the regulated principal would be eligible to
continue to act as auditor of the financial services licensee;
the auditor of the regulated principal is taken to have been
appointed under section 990B of the Act as auditor of the licensee
when the regulated principal became a financial services licensee
in relation to the regulated activities of a regulated principal of that
kind.
(3) If:
(a) there was no vacancy in the office of auditor of the regulated
principal at the end of the transition period in relation to the
person in the capacity of a regulated principal of that kind;
and
(b) the auditor of the regulated principal would not be eligible to
continue to act as auditor of the financial services licensee;
the auditor of the regulated principal is taken to have ceased to
hold office at the time when the regulated principal became a
financial services licensee in relation to the regulated activities of a
regulated principal of that kind.
(4) If:
(a) there was no vacancy in the office of auditor of the regulated
principal at the end of the transition period in relation to the
person in the capacity of a regulated principal of that kind;
and
(b) the auditor of the regulated principal would be eligible to
continue to act as auditor of the financial services licensee;
and
(c) ASIC had previously consented to the removal or resignation
of the auditor under section 858 of the old Corporations Act
on a specified date after the regulated principal became a
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Regulation 10.2.66
100 Corporations Regulations 2001
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financial services licensee in relation to the regulated
activities of a regulated principal of that kind;
the auditor of the regulated principal is taken to have been
appointed under section 990B of the Act when the regulated
principal became a financial services licensee in relation to the
regulated activities of a regulated principal of that kind, and ASIC
is taken to have specified the date mentioned in paragraph (c)
under section 990H of the Act.
(5) If there was a vacancy in the office of the auditor of the regulated
principal mentioned in item 1 of the table in section 1430 of the
Act when the regulated principal became a financial services
licensee in relation to the regulated activities of a regulated
principal of that kind, the licensee must appoint an auditor within
14 days after the day on which the vacancy occurred in accordance
with subsections 990B(4) and (5) of the Act.
(6) Subregulation (5) does not apply to a financial services licensee in
relation to which an auditor has already been appointed under
section 990B of the Act.
10.2.66 Auditors: certain financial services licensees who held a
futures broker’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who:
(a) is a regulated principal mentioned in item 3 of the table in
section 1430 of the Act; and
(b) whose financial services licence covers regulated activities
for a regulated principal of that kind; and
(c) is not a body corporate (other than a proprietary company) in
relation to which section 327 of the old Corporations Act
applies.
(2) If:
(a) there was no vacancy in the office of auditor of the regulated
principal at the end of the transition period in relation to the
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Corporations Regulations 2001 101
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person in the capacity of a regulated principal of that kind;
and
(b) an auditor of the regulated principal would be eligible to
continue to act as auditor of the financial services licensee;
the auditor of the regulated principal is taken to have been
appointed under section 990B of the Act as auditor of the licensee
when the regulated principal became a financial services licensee
in relation to the regulated activities of a regulated principal of that
kind.
(3) If:
(a) there was no vacancy in the office of auditor of the regulated
principal at the end of the transition period in relation to the
person in the capacity of a regulated principal of that kind;
and
(b) the auditor of the regulated principal would not be eligible to
continue to act as auditor of the financial services licensee;
the auditor of the regulated principal is taken to have ceased to
hold office at the time when the regulated principal became a
financial services licensee in relation to the regulated activities of a
regulated principal of that kind.
(4) If:
(a) there was no vacancy in the office of auditor of the regulated
principal at the end of the transition period in relation to the
person in the capacity of a regulated principal of that kind;
and
(b) the auditor of the regulated principal would be eligible to
continue to act as auditor of the financial services licensee;
and
(c) ASIC had previously consented to the removal or resignation
of the auditor under section 1216 of the old Corporations Act
on a specified date after the regulated principal became a
financial services licensee in relation to the regulated
activities of a regulated principal of that kind;
the auditor of the regulated principal is taken to have been
appointed under section 990B of the Act when the regulated
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Regulation 10.2.67
102 Corporations Regulations 2001
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principal became a financial services licensee in relation to the
regulated activities of a regulated principal of that kind, and ASIC
is taken to have specified the date mentioned in paragraph (c)
under section 990H of the Act.
(5) If there was a vacancy in the office of the auditor of a regulated
principal mentioned in item 3 of the table in section 1430 of the
Act when the regulated principal became a financial services
licensee in relation to the regulated activities of a regulated
principal of that kind, the licensee must appoint an auditor within
14 days after the day on which the vacancy occurred in accordance
with subsections 990B(4) and (5) of the Act.
(6) Subregulation (5) does not apply to a financial services licensee in
relation to which an auditor has already been appointed under
section 990B of the Act.
10.2.67 Auditor’s report in certain matters: financial services
licensee who formerly held a dealer’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee:
(a) who is a regulated principal mentioned in item 1 of the table
in section 1430 of the Act; and
(b) whose financial services licence covers regulated activities
for a regulated principal of that kind.
(2) Section 990K of the Act applies in relation to an auditor of a
financial services licensee mentioned in subregulation (1) as if
subsection 990K(2) required the auditor to give a report on any
matter that, in the opinion of the auditor:
(a) adversely affected the ability of the licensee to meet its
obligations as a securities dealer before the time that it
became a financial services licensee in relation to the
regulated activities mentioned in item 1 of the table in
section 1430 of the Act; or
(b) constitutes, or may constitute, a contravention of the
condition of the dealers licence held by the licensee before
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Regulation 10.2.68
Corporations Regulations 2001 103
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the time that it became a financial services licensee in
relation to the regulated activities mentioned in item 1 of the
table in section 1430 of the Act; or
(c) constitutes, or may constitute, a contravention of section 856,
866, 867, 868, 869, 870, 871, 872 or 873, or Part 7.7 of the
old Corporations Act.
10.2.68 Auditor’s report on certain matters: financial services
licensee who formerly held a futures broker’s licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee:
(a) who is a regulated principal mentioned in item 3 of the table
in section 1430 of the Act; and
(b) whose financial services licence covers regulated activities
for a regulated principal of that kind.
(2) Section 990K of the Act applies in relation to an auditor of a
financial services licensee mentioned in subregulation (1) as if
subsection 990K(2) required the auditor to give a report on any
matter that, in the opinion of the auditor:
(a) adversely affected the ability of the licensee to meet its
obligations as a futures broker before the time that it became
a financial services licensee in relation to the regulated
activities mentioned in item 3 of the table in section 1430 of
the Act; or
(b) constitutes, or may constitute, a contravention of the
condition of the futures brokers licence held by the licensee
before the time that it became a financial services licensee in
relation to the regulated activities mentioned in item 3 of the
table in section 1430 of the Act; or
(c) constitutes, or may constitute, a contravention of
section 1209, 1213 or 1214 of the old Corporations Act.
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Regulation 10.2.69
104 Corporations Regulations 2001
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10.2.69 Auditor’s report on certain matters: financial services
licensee who was formerly a registered insurance broker
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee:
(a) who is a regulated principal mentioned in item 5 of the table
in section 1430 of the Act; and
(b) whose financial services licence covers regulated activities
for a regulated principal of that kind.
(2) Section 990K of the Act applies in relation to an auditor of the
financial services licensee as if subsection 990K(2) required the
auditor to give a report on any matter that, in the opinion of the
auditor, constitutes, or may constitute, a contravention of
section 25C, 26 or 27 of the Insurance (Agents and Brokers) Act
1984.
10.2.70 Priority to clients’ orders: financial services licensee who
held a dealers licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee:
(a) who is a regulated principal mentioned in item 1 of the table
in section 1430 of the Act; and
(b) whose financial services licence covers regulated activities
for a regulated principal of that kind;
in relation to instructions to buy or sell securities (as defined for
the purposes of Part 7.4 of Chapter 7 of the old Corporations Act)
that were received by the licensee from a client who was not an
associate of the licensee before the end of the transition period in
relation to the person in the capacity of a regulated principal of that
kind.
(2) Section 844 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the regulated principal
after the end of the transition period in relation to the person
entering into a transaction in securities of the same class as those to
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which the instructions relates as if the person were a dealer within
the meaning of the old Corporations Act.
(3) This regulation applies until the regulated principal has complied
with the instructions.
10.2.71 Sequencing of instructions to deal through licensed markets:
financial services licensee who formerly held a futures
brokers licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee:
(a) who is a regulated principal mentioned in item 3 of the table
in section 1430 of the Act; and
(b) whose financial services licence covers regulated activities
for a regulated principal of that kind;
in relation to instructions to deal in a class of futures contracts
(within the meaning of section 72 of the old Corporations Act) that
were received by the licensee before the licensee became a
financial services licensee.
(2) Section 1266 of the old Corporations Act (other than
subsections 1266(7) and (8)), and any associated provisions,
continue to apply in relation to the regulated principal after the end
of the transition period in relation to the person entering into a
transaction in derivatives of the same class as those to which the
instructions relates as if the person were a futures broker within the
meaning of the old Corporations Act.
(3) This regulation applies until the regulated principal has complied
with the instructions.
10.2.72 Records relating to instructions to deal through licensed
markets: financial services licensee who held a futures
brokers licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee:
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106 Corporations Regulations 2001
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(a) who is a regulated principal mentioned in item 3 of the table
in section 1430 of the Act; and
(b) whose financial services licence covers regulated activities
for a regulated principal of that kind;
in relation to instructions to deal in futures contracts (within the
meaning of section 72 of the old Corporations Act) that were
received by the licensee before the end of the transition period in
relation to the person in the capacity of a regulated principal of that
kind.
(2) Subsections 1266(7) and (8) of the old Corporations Act, and any
associated provisions, continue to apply in relation to the regulated
principal after the end of the transition period in relation to the
person in the capacity of a regulated principal of that kind as if the
person were a futures broker within the meaning of the old
Corporations Act.
10.2.73 Dealing with non-licensees: financial services licensee who
held a dealers licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee:
(a) who is a regulated principal mentioned in item 1 of the table
in section 1430 of the Act; and
(b) whose financial services licence covers regulated activities
for a regulated principal of that kind, in relation to a
transaction of sale or purchase of securities (as defined for
the purposes of Part 7.4 of the old Corporations Act) with a
non-dealer (within the meaning of the old Corporations Act)
that was entered into by the licensee, on the licensee’s own
account, before the end of the transition period (within the
meaning of subsection 1431(1) of the Act) that applied to the
person in the capacity of a regulated principal of that kind.
(2) Section 843 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the regulated principal
after the end of the transition period in relation to the person in the
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Regulation 10.2.73A
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capacity of a regulated principal of that kind as if the person were a
dealer within the meaning of the old Corporations Act.
10.2.73A Advertising for financial products
(1) For section 1444 of the Act, this regulation applies in relation to:
(a) a financial product; or
(b) a class of financial products that includes the financial
product;
for which a notice has been lodged with ASIC in accordance with
paragraph 1438(3)(b) of the Act.
(2) At any time in the period of 3 months ending immediately before
the date specified in the notice in accordance with
paragraph 1438(3)(b) of the Act, the issuer of the financial product
may decide to comply with Division 4 of Part 7.9 of the Act in
relation to the financial product.
(3) If the product issuer makes the decision mentioned in
subregulation (2):
(a) Division 4 of Part 7.9 of the Act applies in relation to the
financial product until the date specified in the notice; and
(b) section 734 of the old Corporations Act does not apply in
relation to the financial product.
Note: Under subsection 1438(5) of the Act, it is possible for the date
specified in accordance with paragraph 1438(3)(b) of the Act to be
changed.
(4) If the notice is lodged with ASIC less than 3 months before the
date specified in the notice in accordance with
paragraph 1438(3)(b) of the Act, subregulation (2) applies only
during the period:
(a) starting when the notice is lodged; and
(b) ending immediately before the date specified in the notice.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 15 Other provisions relating to conduct etc
Regulation 10.2.73B
108 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.73B Freezing accounts
(1) For section 1444 of the Act, this regulation applies if a person:
(a) holds or held a licence under Chapter 7 or 8 of the old
Corporations Act in relation to an activity; and
(b) the licence is revoked or suspended at any time before or
after the FSR commencement.
(2) Subsection 983A(3) of the Act applies to the person as if the
person were a person who holds, or has at any time held, an
Australian financial services licence that has been revoked or
suspended.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Product disclosure provisions for existing products during transition period Division 16
Regulation 10.2.74
Corporations Regulations 2001 109
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 16—Product disclosure provisions for existing
products during transition period
10.2.74 Financial products in the same class
(1) For subsection 1410(2) of the Act, this regulation identifies what
constitutes a class of financial products for subsection 1438(1) of
the Act.
(2) Subject to subregulation (2A), a managed investment product is in
the same class as another financial product only if:
(a) the other financial product is a managed investment product;
and
(b) both products are interests in registered schemes that have
the same responsible entity; and
(c) at the FSR commencement, the responsible entity’s licence to
operate registered schemes would have authorised the
operation of both registered schemes.
(2A) A financial product that is an interest in a registered scheme is in
the same class as another financial product if the other financial
product is an interest in the same registered scheme.
(3) A derivative is in the same class as another financial product only
if:
(a) the other financial product is a derivative; and
(b) either:
(i) each of the derivatives was entered into or acquired on a
financial market; or
(ii) none of the derivatives was entered into or acquired on a
financial market.
(4) A life risk insurance product is in the same class as another
financial product only if the other financial product is a life risk
insurance product.
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Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 16 Product disclosure provisions for existing products during transition period
Regulation 10.2.74
110 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(5) An investment life insurance product is in the same class as
another financial product only if the other financial product is an
investment life insurance product.
(6) An insurance product (other than a life risk insurance product or an
investment life product) is in the same class as another financial
product only if:
(a) the other financial product is an insurance product other than
a life risk insurance product or an investment life product;
and
(b) both products:
(i) provide the same kind of cover; or
(ii) provide cover in relation to the same kind of asset (for
example, a motor vehicle).
(7) A superannuation interest is in the same class as another financial
product only if the other financial product is a superannuation
interest.
Note: Superannuation interest is defined in subsection 10(1) of the SIS Act.
(8) An RSA product is in the same class as another financial product
only if the other financial product is an RSA product.
(9) A deposit product is in the same class as another financial product
only if the other financial product is a deposit product.
(9A) A facility for making non-cash payments that is related to a deposit
product is in the same class as another financial product only if the
other financial product is a facility for making non-cash payments
that is related to a deposit product.
Note: Non-cash payments are explained in section 763D of the Act.
(9B) In this regulation:
deposit product means a deposit-taking facility made available by
an ADI (within the meaning of the Banking Act 1959) in the course
of its banking business (within the meaning of that Act), other than
an RSA.
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Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Product disclosure provisions for existing products during transition period Division 16
Regulation 10.2.75
Corporations Regulations 2001 111
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(10) A financial product mentioned in paragraph 764A(1)(k) of the Act
is in the same class as another financial product only if the other
financial product is a financial product mentioned in
paragraph 764A(1)(k) of the Act.
(11) A warrant is in the same class as another financial product only if
the other financial product is a warrant.
10.2.75 References to financial services licensee
(1) For section 1444 of the Act, a reference in Part 7.9 of the Act to a
financial services licensee includes a regulated principal.
(2) Subregulation (1) also applies to section 761E of the Act.
(3) A reference in paragraph 761E(6)(d) of the Act to an authorised
representative includes a representative of a regulated principal.
(4) A reference in paragraph (d) of the definition of regulated person
in section 1011B of the Act to an authorised representative
includes a representative of a regulated principal.
(5) A reference in paragraph 1015C(3)(b) of the Act to an authorised
representative includes a representative of a regulated principal.
(6) A reference in paragraph 1017A(1)(c) of the Act to an authorised
representative includes a representative of a regulated principal.
(7) Subregulations (1) to (6) cease to apply in relation to the regulated
principal and the authorised representative at the end of the
transition period in relation to the regulated principal.
10.2.76 References to retail client
(1) For section 1444 of the Act, this regulation applies if a person
acquired a financial product before the FSR commencement.
(2) Subject to subregulation (3), the person is taken to have acquired
the financial product as a retail client.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 16 Product disclosure provisions for existing products during transition period
Regulation 10.2.77
112 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) The person is taken to have acquired the product as a wholesale
client if:
(a) the person would not have acquired the product as a retail
client if the product had been acquired at the FSR
commencement; or
(b) the person would not have acquired the product as a retail
client if the Act had applied at the time when the product was
acquired.
10.2.77 References to issue of product
For section 1444 of the Act, a reference in subsection 1438(1) of
the Act to financial products in a class of products that are first
issued by a person after the FSR commencement does not include
financial products in a class of products if the person who is, or
will be, the product issuer first made an offer to issue a financial
product in that class of products before the FSR commencement.
10.2.78 References to Product Disclosure Statement: offer
previously accepted
(1) For section 1444 of the Act, this regulation applies:
(a) if a person:
(i) made an offer to the issuer or seller of a financial
product, before Division 2 of Part 7.9 of the Act began
to apply to the financial product, that involves the
person, or another person, acquiring the financial
product; or
(ii) accepted an offer by the issuer or seller of a financial
product, before Division 2 of Part 7.9 of the Act began
to apply to the financial product, to issue the financial
product to the person or the other person; and
(b) if the acquisition is not completed before Division 2 of
Part 7.9 of the Act began to apply to the financial product.
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Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Product disclosure provisions for existing products during transition period Division 16
Regulation 10.2.79
Corporations Regulations 2001 113
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) The legislation mentioned in section 1440 of the Act in relation to
the kind of financial product continues to apply in relation to the
financial product to the extent necessary to allow the financial
product to be acquired.
(3) Division 2 of Part 7.9 of the Act does not apply in relation to the
financial product to the extent necessary to allow the financial
product to be acquired.
10.2.79 References to Product Disclosure Statement: managed
investment products
For section 1444 of the Act, a reference in the following provisions
of the Act to a Product Disclosure Statement includes a disclosure
document under Chapter 6D of the old Corporations Act:
(a) paragraph 1012C(6)(b);
(b) paragraph 1012C(8)(c);
(c) subparagraph 1012D(2)(b)(i).
10.2.80 Lodgment of Product Disclosure Statement after lodgment
of notice
For section 1444 of the Act, if a person lodges with ASIC a notice
under paragraph 1438(3)(b) of the Act:
(a) section 1015B of the Act is taken to authorise the person to
lodge a Product Disclosure Statement before the date of
effect specified in the notice; and
(b) the period mentioned in section 1016B of the Act is taken to
start in relation to the person when the person lodges the
Product Disclosure Statement.
10.2.81 Ongoing disclosure
For section 1444 of the Act, if:
(a) the issuer of a financial product would have had an obligation
to notify the holder of a financial product of a change or
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 16 Product disclosure provisions for existing products during transition period
Regulation 10.2.82
114 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
event mentioned in subsection 1017B(1A) of the Act if
Part 7.9 of the Act had applied at all times to the product; and
(b) the issuer would have been exempt from the obligation
because regulation 7.9.16G would have applied to the issuer
in relation to the product if Part 7.9 of the Act had applied at
all times to the product;
regulation 7.9.16G applies to the issuer in relation to the product
during the transition period for the product.
10.2.82 Money received for financial product before the product is
issued: general
(1) For section 1444 of the Act, this regulation applies if:
(a) money is paid to a person before the FSR commencement to
acquire a financial product (whether the money is paid by the
person who is to acquire the financial product or by another
person); and
(b) the person holds the money immediately after the FSR
commencement.
(2) The following provisions of the relevant old legislation continue to
apply in relation to the person and the money:
(a) section 722 of the old Corporations Act, and any associated
provisions;
(b) Division 5 of Part 19 of the SIS Act, and any associated
provisions;
(c) Division 6 of Part 5 of the RSA Act, and any associated
provisions;
(d) section 37 of the Insurance (Agents and Brokers) Act 1984
(other than subsection 37(2)), and any associated provisions.
(3) Section 1017E of the Act does not apply in relation to the person
and the money.
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Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Product disclosure provisions for existing products during transition period Division 16
Regulation 10.2.83
Corporations Regulations 2001 115
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.83 Money received for financial product before the product is
issued: requirement before application of subsection 37(2)
of Insurance (Agents and Brokers) Act 1984
Section 37 of the Insurance (Agents and Brokers) Act 1984 (other
than subsection 37(2)) does not apply in relation to money to
which section 1017E of the Act applies unless one of the events
mentioned in subsection 1017E(3) of the Act occurs.
10.2.84 Confirmation of transactions
(1) For section 1444 of the Act, this regulation applies in relation to a
financial product to which:
(a) section 1017F of the Act applies; and
(b) subsection 37(2) of the Insurance (Agents and Brokers) Act
1984 would, but for subregulation (2), apply after the FSR
commencement.
(2) Subsection 37(2) of the Insurance (Agents and Brokers) Act 1984
does not apply in relation to the financial product.
10.2.85 Dispute resolution requirements: financial products
(1) For section 1444 of the Act, this regulation applies in relation to
financial products (the relevant financial products) other than
financial products that are, or have been, available for acquisition
at a time at which Division 2 of Part 7.9 of the Act applies to the
financial products.
(2) A reference in section 1017G of the Act to financial products that
are, or have been, available for acquisition does not include the
relevant financial products.
10.2.86 Dispute resolution requirements: regulated principals
(1) For section 1444 of the Act, if:
(a) a regulated principal in relation to a financial product would,
but for this regulation, be required by subsection 1017G(1) of
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Chapter 10 Repeals
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Division 16 Product disclosure provisions for existing products during transition period
Regulation 10.2.87
116 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
the Act to have a dispute resolution system for the financial
product; and
(b) the issue or sale of the financial product as mentioned in
paragraph 1017G(1)(b) of the Act is within the regulated
activities of the regulated principal;
section 1017G of the Act does not apply to the regulated principal
in relation to the financial product.
(2) Subregulation (1) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.87 Dispute resolution requirements: no external dispute
resolution scheme
For section 1444 of the Act, paragraph 1017G(2)(b) of the Act
does not apply in relation to a particular activity of, or a particular
financial product offered by, an issuer or a regulated person at any
time within 2 years after the FSR commencement unless, at that
time:
(a) there is an external dispute resolution scheme in existence
that satisfies subparagraphs 1017G(2)(b)(i) and (ii) of the
Act; and
(aa) the external dispute resolution scheme applies to that activity
or financial product; and
(b) the external dispute resolution scheme has been in existence
for a period of at least 3 months.
10.2.87A Meaning of financial product advice: exempt document or
statement
(1) For subsection 1409(1) of the Act, this regulation applies to a
document or statement about a financial product during the
transition period that ceases on the earlier of:
(a) the date that Part 7.9 of the Act applies to the regulated
person; and
(b) 2 years after the FSR commencement.
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Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Product disclosure provisions for existing products during transition period Division 16
Regulation 10.2.87A
Corporations Regulations 2001 117
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) The following documents and statements are prescribed under
paragraph (b) of the definition of exempt document or statement in
subsection 766B(9) of the Act:
(a) in relation to an interest in a managed investment scheme to
which Division 2 of Part 7.9 of the Act does not apply—a
disclosure document lodged under Chapter 6D of the Act;
(b) in relation to a derivative to which Division 2 of Part 7.9 of
the Act does not apply—information mentioned in
section 1210 of the old Corporations Act;
(c) in relation to a superannuation product to which Division 2 of
Part 7.9 of the Act does not apply—information mentioned in
section 153 or 159 of the SIS Act or Part 2 of the SIS
Regulations as in force immediately before the FSR
commencement;
(d) in relation to an RSA product to which Division 2 of Part 7.9
of the Act does not apply—information mentioned in
section 56 of the RSA Act, as in force immediately before the
FSR commencement;
(e) in relation to an investment life insurance product or a life
risk insurance product—a document or statement that
contains information given in accordance with Circular G.I.1,
issued by the Insurance and Superannuation Commission in
February 1996.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 17 Arrangements relating to enforcement of matters by ASIC
Regulation 10.2.88
118 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 17—Arrangements relating to enforcement of
matters by ASIC
10.2.88 Definition
In this Division:
amended Corporations Act means the Act as in force after the FSR
commencement.
10.2.89 Financial services law
For section 761A of the Act, a provision of the relevant old
legislation is not a financial services law unless the operation of the
provision is expressly preserved or applied (with or without
modification) in relation to the matter by a provision of these
Regulations (other than this regulation).
10.2.90 ASIC may have regard to prior conduct and events
(1) For a provision of Part 7.6 of the Act mentioned in
subregulation (2), ASIC is not precluded from having regard to any
of the following matters in exercising its powers and performing its
functions under the provision:
(a) a matter that arose at any time before the FSR
commencement;
(b) a matter that arose during the transition period;
(c) a matter that arose before a person becomes subject to the
amended Corporations Act in relation to:
(i) all of the person’s business; or
(ii) a particular part of the person’s business.
(2) The provisions are:
(a) paragraph 913B(1)(b); and
(b) paragraph 913B(1)(c); and
(c) subsection 913B(2); and
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Arrangements relating to enforcement of matters by ASIC Division 17
Regulation 10.2.91
Corporations Regulations 2001 119
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(d) subsection 913B(3); and
(e) paragraph 915C(1)(a); and
(f) paragraph 915C(1)(aa); and
(g) paragraph 915C(1)(b); and
(h) paragraph 920A(1)(b); and
(i) paragraph 920A(1)(ba); and
(j) paragraph 920A(1)(e); and
(k) paragraph 920A(1)(f); and
(l) regulations made for paragraph 913B(1)(d); and
(m) subsection 912C(1); and
(n) subsection 914A(1); and
(o) paragraphs 915B(1)(a), (b), (c) and (d); and
(p) paragraphs 915B(2)(a), (b) and (c); and
(q) paragraphs 915B(3)(a), (b), (c) and (d); and
(r) paragraphs 915B(4)(a), (b) and (c); and
(s) paragraph 915C(1)(d); and
(t) paragraphs 915C(2)(a) and (b); and
(u) subsection 916G(1); and
(v) paragraph 920A(1)(bb); and
(w) paragraph 920A(1)(c); and
(x) subsection 920D(1).
10.2.91 Power to act in relation to relevant old legislation
(1) This regulation applies if an instrument or another matter continues
in force, after the FSR commencement, in accordance with the
relevant old legislation that relates to the instrument or matter.
Examples:
1 A licence.
2 A licence condition.
3 A suspension of a registration.
Note: The relevant old legislation includes the old Corporations Act,
associated provisions and, in some cases, other legislation such as the
Insurance (Agents and Brokers) Act 1984.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 17 Arrangements relating to enforcement of matters by ASIC
Regulation 10.2.91
120 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) To avoid doubt:
(a) ASIC may exercise any of the powers, and perform any of
the functions, that ASIC had immediately before the FSR
commencement in relation to:
(i) a person to whom the instrument or matter applies; and
(ii) a representative of a person mentioned in
subparagraph (i); and
(iii) any other person (including a person described in a
capacity that came into existence, or in relation to an
event that occurred, after the FSR commencement); and
(b) paragraph (a) includes the power:
(i) to issue an instrument; and
(ii) to execute an instrument.
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Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Specific kinds of documents in existence before FSR commencement Division 18
Regulation 10.2.92
Corporations Regulations 2001 121
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 18—Specific kinds of documents in existence
before FSR commencement
10.2.92 Banning orders made before FSR commencement
(1) On and after the FSR commencement, a banning order made
before the FSR commencement under Division 5 of Part 7.3, or
Division 5 of Part 8.3, of the old Corporations Act (the relevant
Division):
(a) continues in force to the extent practicable to allow it to
apply to conduct or another matter:
(i) as it is described on and after the FSR commencement;
or
(ii) as it is regulated on and after the FSR commencement;
and
(b) is taken to be a banning order made under:
(i) the relevant Division of the old Corporations Act; and
(ii) section 920A of the Act.
(2) On and after the FSR commencement, the relevant Division of the
old Corporations Act, and associated provisions, continue to apply
to the extent necessary to allow the banning order to continue in
force.
(3) For subregulation (2), nothing in the relevant old legislation
(including the Australian Securities and Investments Commission
Act 2001) prevents ASIC from:
(a) drafting or amending the terms of a banning order; or
(b) taking any other action permitted by Division 8 of Part 7.6 of
the Act;
for the purpose of ensuring that the banning order has the same
effect under the amended Corporations Act as it had under the old
Corporations Act, or an effect equivalent to the effect it had under
the old Corporations Act.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 18 Specific kinds of documents in existence before FSR commencement
Regulation 10.2.93
122 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.93 Banning orders made under relevant old legislation after
FSR commencement
(1) On and after the FSR commencement, Division 5 of Part 7.3, or
Division 5 of Part 8.3, of the old Corporations Act (the relevant
Division), and associated provisions, continue to apply to the
extent necessary to allow a banning order to be made or enforced
against a person in relation to:
(a) conduct or another matter that occurred before the FSR
commencement; or
(b) conduct or another matter that:
(i) occurred after the FSR commencement; and
(ii) is regulated in accordance with section 1432 or 1436A
of the Act.
(2) A banning order made in relation to conduct or another matter
mentioned in subregulation (1) is taken to be a banning order made
under:
(a) the relevant Division of the old Corporations Act; and
(b) section 920A of the Act.
(3) Subregulation (1) does not prevent ASIC from making a banning
order under section 920A of the Act in relation to the same conduct
or matter in relation to which a banning order is made under the
relevant Division of the old Corporations Act.
(4) For subregulation (3), nothing in the Act, or the relevant old
legislation (including the Australian Securities and Investments
Commission Act 2001), prevents ASIC from:
(a) drafting or amending the terms of a banning order; or
(b) taking any other action that was permitted by the relevant
Division of the old Corporations Act before the FSR
commencement;
for the purpose of ensuring that the banning order has the same
effect under the amended Corporations Act as it had under the old
Corporations Act, or an effect equivalent to the effect it had under
the old Corporations Act.
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Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Specific kinds of documents in existence before FSR commencement Division 18
Regulation 10.2.94
Corporations Regulations 2001 123
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.94 Banning orders made under the Act after FSR
commencement
(1) On and after the FSR commencement, Division 8 of Part 7.6 of the
Act is taken to authorise the making of a banning order in relation
to conduct or another matter that is or may be regulated under the
relevant old legislation.
(2) Subregulation (1) applies only to the extent that the relevant old
legislation would have permitted the making of an order in similar
terms in relation to the conduct or other matter.
(3) A banning order made in relation to conduct or another matter
mentioned in subregulation (1) is taken to be a banning order made
under:
(a) Division 5 of Part 7.3, or Division 5 of Part 8.3, of the old
Corporations Act (the relevant Division); and
(b) section 920A of the Act.
(4) Subregulation (1) does not prevent ASIC from making a banning
order under the relevant Division of the old Corporations Act in
relation to the same conduct or matter in relation to which a
banning order is made under Division 8 of Part 7.6 of the Act.
(5) For subregulation (4), nothing in the Act, or the relevant old
legislation (including the Australian Securities and Investments
Commission Act 2001), prevents ASIC from:
(a) drafting or amending the terms of a banning order; or
(b) taking any other action permitted by Division 8 of Part 7.6 of
the Act;
for the purpose of ensuring that the banning order has the same
effect under the amended Corporations Act as it had under the old
Corporations Act, or an effect equivalent to the effect it had under
the old Corporations Act.
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Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 18 Specific kinds of documents in existence before FSR commencement
Regulation 10.2.94A
124 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.94A Prohibitions under paragraphs 827(1)(d) and 1192(1)(d) of
the old Corporations Act made before FSR
commencement
(1) For section 1444 of the Act, on and after the FSR commencement,
a prohibition under paragraph 827(1)(d) or 1192(1)(d) of the old
Corporations Act made before the FSR commencement:
(a) continues in force to the extent practicable to allow it to
apply to conduct or another matter:
(i) as it is described on and after the FSR commencement;
or
(ii) as it is regulated on and after the FSR commencement;
and
(b) is taken to be a prohibition made under paragraph 827(1)(d)
or 1192(1)(d) of the old Corporations Act.
(2) On and after the FSR commencement, paragraph 827(1)(d) or
1192(1)(d) of the old Corporations Act, and associated provisions,
continue to apply to the extent necessary to allow the prohibition to
continue in force.
(3) For subregulation (2), nothing in the relevant old legislation
(including the Australian Securities and Investments Commission
Act 2001) prevents ASIC from drafting or amending the terms of a
prohibition for the purpose of ensuring that the prohibition has the
same effect under the amended Corporations Act as it had under
the old Corporations Act, or an effect equivalent to the effect it had
under the old Corporations Act.
10.2.94B Prohibitions under paragraphs 827(1)(d) and 1192(1)(d) of
the old Corporations Act made after FSR commencement
(1) For section 1444 of the Act, on and after the FSR commencement,
paragraphs 827(1)(d) and 1192(1)(d) of the old Corporations Act,
and associated provisions, continue to apply to the extent necessary
to allow a prohibition to be made or enforced against a person in
relation to:
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Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Specific kinds of documents in existence before FSR commencement Division 18
Regulation 10.2.95
Corporations Regulations 2001 125
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(a) conduct or another matter that occurred before the FSR
commencement; or
(b) conduct or another matter that:
(i) occurred after the FSR commencement; and
(ii) is regulated in accordance with section 1432 or 1436A
of the Act.
(2) A prohibition made in relation to conduct or another matter
mentioned in subregulation (1) is taken to be a prohibition made
under paragraph 827(1)(d) or 1192(1)(d) of the old Corporations
Act.
(3) For subregulation (2), nothing in the relevant old legislation
(including the Australian Securities and Investments Commission
Act 2001) prevents ASIC from drafting or amending the terms of a
prohibition for the purpose of ensuring that the prohibition has the
same effect under the amended Corporations Act as it had under
the old Corporations Act, or an effect equivalent to the effect it had
under the old Corporations Act.
10.2.95 Undertakings
(1) This regulation applies if:
(a) an undertaking was in force under section 93AA or 93A of
the Australian Securities and Investments Commission Act
2001 immediately before the FSR commencement; and
(b) the conduct or matter to which the undertaking relates:
(i) is not described in the same terms in the amended
Corporations Act; or
(ii) is regulated in a different way under the amended
Corporations Act.
(2) On and after the FSR commencement, the undertaking continues in
force, to the extent practicable to allow it to apply in relation to the
conduct or matter:
(a) as it is described on and after the FSR commencement; and
(b) as it is regulated on and after the FSR commencement.
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Division 18 Specific kinds of documents in existence before FSR commencement
Regulation 10.2.96
126 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) For subregulation (2), nothing in the relevant old legislation
(including the Australian Securities and Investments Commission
Act 2001) prevents ASIC from:
(a) drafting or amending the terms of an undertaking; or
(b) issuing a notice to a person; or
(c) taking any other action permitted by section 93AA or 93A of
that Act;
for the purpose of ensuring that the undertaking has the same effect
under the amended Corporations Act as it had under the old
Corporations Act, or an effect equivalent to the effect it had under
the old Corporations Act.
10.2.96 Registers in existence before FSR commencement
(1) Subject to subregulation (3), this regulation applies if:
(a) a register was in existence, or was required to be in existence,
under the relevant old legislation:
(i) before the FSR commencement; or
(ii) after the FSR commencement, but before the amended
Corporations Act began to apply to a person’s activities;
and
(b) the register:
(i) is required to be maintained, after the FSR
commencement, by a law other than this regulation; or
(ii) would have been required to be maintained, after the
FSR commencement, by a provision of the relevant old
legislation if the provision had continued in operation
after the FSR commencement.
(2) To avoid doubt:
(a) the person responsible for maintaining the register may
exercise any of the powers, and perform any of the functions,
that the person had immediately before the FSR
commencement in relation to:
(i) a person whose details appear in the register; and
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Regulation 10.2.97
Corporations Regulations 2001 127
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(ii) any other person to whom the register relates (including
a person described in a capacity that came into existence
after the FSR commencement); and
(b) paragraph (a) includes the power:
(i) to amend the register; and
(ii) to include new information in the register; and
(c) this regulation does not impose any obligation on the person
to exercise any of the powers or perform any of the functions.
(3) The person must maintain the register for the same period of time,
and in the same manner, that would have been required if the
relevant old legislation had continued in force.
10.2.97 Registers created after FSR commencement
(1) This regulation applies to a register that:
(a) ASIC is required to create after the FSR commencement
under paragraph 922A(2)(b) or (c) of the Act; and
(b) relates to a matter for which:
(i) ASIC had responsibility before the FSR commencement
(including a matter that was described in a different way
before the FSR commencement); and
(ii) a register (an old register) was in existence under the
relevant old law before the FSR commencement.
(2) ASIC must include in the new register as much of the information
in the old register as ASIC considers appropriate.
10.2.98 Registers, documents and things kept before FSR
commencement
(1) For section 1444 of the Act, this regulation applies if:
(a) a person was required, under a provision of the relevant old
legislation, to keep a register, document or other thing for a
specified period; and
(b) the period had not ended before the FSR commencement.
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Division 18 Specific kinds of documents in existence before FSR commencement
Regulation 10.2.98A
128 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) On and after the FSR commencement, the provision and the period
are taken to continue in force to the extent necessary to require the
person to keep the register, document or thing for the specified
period.
10.2.98A Licenses, registration, etc in force before FSR
commencement
(1) For section 1444 of the Act, this regulation applies if:
(a) a person held a licence (the old licence) under the old
Corporations Act immediately before the FSR
commencement in relation to an activity; and
(b) the person holds a financial services licence that applies to
the same activity; and
(c) ASIC identifies a matter that occurred, before the person held
a financial services licence in relation to the activity, in
relation to which ASIC would have had the power under the
old Corporations Act:
(i) to suspend or cancel the old licence; or
(ii) to impose conditions on the old licence; or
(iii) to vary or revoke a condition to which the old licence
was subject.
(2) On and after the FSR commencement, ASIC’s power under the Act
to suspend or cancel the financial services licence mentioned in
paragraph (1)(b) is taken to include the power to suspend or cancel
the financial services licence:
(a) in order to achieve an outcome that ASIC could have
achieved by the exercise of the power mentioned in
paragraph (1)(c); and
(b) in any way that was authorised under the old Act.
(3) On and after the FSR commencement, ASIC’s power under the Act
to impose conditions on the financial services licence mentioned in
paragraph (1)(b) is taken to include the power to impose
conditions:
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Regulation 10.2.98A
Corporations Regulations 2001 129
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(a) in order to achieve an outcome that ASIC could have
achieved by the exercise of the power mentioned in
paragraph (1)(c); and
(b) in any way that was authorised under the old Act.
(4) On and after the FSR commencement, ASIC’s power under the Act
to vary or revoke a condition to which the financial services
licence mentioned in paragraph (1)(b) is taken to include the power
to vary or revoke a condition:
(a) in order to achieve an outcome that ASIC could have
achieved by the exercise of the power mentioned in
paragraph (1)(c); and
(b) in any way that was authorised under the old Act.
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Chapter 10 Repeals
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Division 19 Extension of limitation periods
Regulation 10.2.99
130 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 19—Extension of limitation periods
10.2.99 Application of items 111 and 121 of the Financial Services
Reform (Consequential Provisions) Act 2001 to
amendments of the Australian Securities and Investments
Commission Act 2001
(1) This regulation applies in relation to:
(a) the amendment of subsection 12GF(2) of the Australian
Securities and Investments Commission Act 2001 made by
item 111 of Schedule 1 to the Financial Services Reform
(Consequential Provisions) Act 2001; and
(b) the amendment of subsection 12GM(5) of the Australian
Securities and Investments Commission Act 2001 made by
item 121 of Schedule 1 to the Financial Services Reform
(Consequential Provisions) Act 2001.
(2) The amendment applies in relation to conduct engaged in on or
after the commencement of that item.
(3) The amendment also applies in relation to conduct engaged in
before the commencement of that item, but only if the period that:
(a) relates to the conduct; or
(b) applied under subsection 12GF(2) or 12GM(5) before the
commencement of that item;
had not ended when that item commenced.
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Rules for dealing with liability during transition period Division 20
Regulation 10.2.100
Corporations Regulations 2001 131
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 20—Rules for dealing with liability during
transition period
10.2.100 Application of Division 20
(1) This Division sets out rules for determining the liability of a
responsible person under:
(a) the relevant old legislation; or
(b) the amended Corporations Act;
in relation to conduct engaged in, during the transition period, by a
representative in respect of more than 1 principal.
Note: The Corporations Act 2001 has been amended by the Financial
Services Reform (Consequential Provisions) Act 2001. The
Consequential Provisions Act includes a two-year transition period
during which certain conduct, described in Part 10.2 of the
Corporations Act, will be regulated under either the legal regime in
force before the amendments or under the new version of the
Corporations Act.
If a person continues a business during the transition period, and is to
be regulated under the legal regime in force before the amendments,
the person will be subject to the relevant law that regulated (or would
have regulated) their conduct before the amendments. This is referred
to in section 1430 of the Corporations Act as the ‘relevant old
legislation’.
Therefore, after the commencement of the amendments, a person may
be a principal under either or both legal regime. This Division deals
with the liability of either kind of principal in relation to a client and
the conduct of a representative of that principal.
(2) Nothing in this Division is intended to apply a provision of the
relevant old legislation to a person that is not a regulated principal.
10.2.101 Definitions for Division 20
In this Division:
FSR principal means a person to whom an Australian financial
services licence has been granted.
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Division 20 Rules for dealing with liability during transition period
Regulation 10.2.102
132 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
non-FSR principal means any person who provides financial
services as a principal, and who is not an FSR principal during the
transitional period, including the following persons:
(a) an insurer to which paragraph 1436A(2)(d) of the Act applies
(in relation to activities and insurance agents to which
section 1436A of the Act applies);
(b) a regulated principal (in relation to regulated activities to
which section 1431 of the Act applies).
principal means an FSR principal or a non-FSR principal.
representative means a person who:
(a) provides financial services on behalf of a principal; or
(b) otherwise acts on behalf of a principal;
under the relevant old legislation, the amended Corporations Act or
under any other authority.
responsible person means any person who is liable, as a principal
or a representative, for conduct in relation to the provision of a
financial service under any law.
transition period means:
(a) the period of 2 years after the FSR commencement; or
(b) if the person is subject to an exemption under section 1437 of
the Act in respect of an activity, the period starting at the
FSR commencement and ending on the earlier of:
(i) the person becoming regulated under the amended
Corporations Act in respect of the activity; and
(ii) the end of the period of the exemption in respect of the
activity.
10.2.102 Liability of responsible person: general rules
(1) If, at the time the conduct is engaged in, the person who has
engaged in the conduct is not the representative of an FSR
principal, the liability (if any) for the conduct is to be determined
in accordance with:
(a) the relevant old legislation; or
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Regulation 10.2.102
Corporations Regulations 2001 133
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) any requirement or law, other than the relevant old
legislation, that applies to the conduct; or
(c) any provisions of the amended Corporations Act that apply to
the conduct.
Note: A number of representatives in the financial services industry
currently act:
(a) on behalf of more than one principal; or
(b) as a principal in some circumstances but as a representative in others; or
(c) in both capacities.
On this basis, it is possible that different liability regimes
simultaneously apply to the representative, depending on the kind of
conduct. These regimes include:
(a) the Corporations Act as in force before the FSR commencement; and
(b) the Corporations Act as in force after the FSR commencement; and
(c) the Australian Securities and Investments Commission Act 2001; and
(d) the Insurance (Agents and Brokers) Act 1984; and
(e) the common law.
(2) If, at the time the conduct is engaged in, each principal in respect
of which the representative acts is an FSR principal, the liability of
each person is to be determined in accordance with the amended
Corporations Act as in force from time to time after the FSR
commencement.
Note: The main liability provisions of the Act are in Division 6 of Part 7.6.
(3) Subregulations (4) and (5) apply if, at the time the conduct is
engaged in by a person:
(a) the person is a representative in respect of more than 1
principal, and
(b) at least 1 of those principals is an FSR principal; and
(c) at least 1 of those principals is a non-FSR principal.
(4) If, as a result of the conduct of the representative, 1 or more of the
principals issues, transfers, varies, or disposes of a financial
product:
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Division 20 Rules for dealing with liability during transition period
Regulation 10.2.103
134 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(a) each of those principals is jointly and severally liable for the
conduct of the representative; and
(b) the nature of the liability is to be determined in accordance
with the relevant law that applies to the conduct under the
relevant legal regime under which the particular principal is
operating.
(5) If subregulation (4) does not apply:
(a) the liability for the conduct is to be determined in accordance
with the relevant law that applies to the conduct; and
(b) section 917B and subsection 917C(4) of the Act apply in
relation to the liability of an FSR principal only if the
conduct is in a class of financial services that the FSR
principal has authorised the representative to provide.
10.2.103 Conduct by a person who operates as representative and
principal
(1) Despite anything else in this Division, or in regulation 10.2.42, if:
(a) the conduct of a representative causes a liability, loss,
damage or a similar consequence to arise; and
(b) at the time the conduct is engaged in, the representative is
also a principal that is authorised or permitted under any law
to provide financial services in the class of financial services
to which the conduct relates;
the representative is liable (whether as a principal or as a
representative) to the extent that the law under which the
representative provides the relevant financial services makes the
representative liable.
(2) Despite regulation 10.2.42, if:
(a) the conduct of a representative causes a liability, loss,
damage or a similar consequence to arise; and
(b) the representative is also a principal that is authorised or
permitted to provide financial services in the same class of
financial services as the financial service to which the
conduct relates; and
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Rules for dealing with liability during transition period Division 20
Regulation 10.2.104
Corporations Regulations 2001 135
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(c) at the time the conduct occurred, the representative’s
principal or principals:
(i) had authorised the representative to provide the same
class of financial services; and
(ii) are liable in respect of the conduct;
the representative, and the principal or principals, are jointly and
severally liable in accordance with the law under which they are
liable, to the extent that the same or similar liability exists.
Note: Under regulation 10.2.42, there are some restrictions on a person who
acts both as an authorised representative and as a regulated principal
in respect of the same activities.
For example, if a principal is liable to a person in respect of an amount
of money ($X), and the representative is also liable in respect of an
amount of money ($X + $Y) in respect of the same conduct, both of
them will be jointly and severally liable for $X, but the representative
will be liable to pay $Y.
10.2.104 Operation of regulations 10.2.102 and 10.2.103
(1) Subject to subregulations (2) and (3), and without limiting any
right or liability of a person (the client), if the effect of
regulations 10.2.102 and 10.2.103 is that different rights or
remedies are available to different clients in relation to conduct
during the transition period:
(a) to the extent that the rights or remedies available to a client
against a responsible person are identical, or substantially
identical, to some or all of the rights or remedies available
against another responsible person for the same or related
conduct, each responsible person is taken to be jointly and
severally liable as between the responsible person and the
client in respect of the client’s exercise of the right, or in
respect of the provision of the remedy, to the extent that the
law makes them liable; and
(b) to the extent that the rights or remedies available to a client
against different responsible persons in respect of conduct are
not identical or substantially identical, a client who may
exercise a right or obtain a remedy against a responsible
person is entitled to exercise the right or obtain the remedy:
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Division 20 Rules for dealing with liability during transition period
Regulation 10.2.104
136 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(i) under each law applicable at the time the conduct is
engaged in; and
(ii) against each responsible person against whom the right
may be exercised or the remedy obtained.
Example: If, as a result of the same conduct, Person A is liable to a client in
respect of an amount of money ($X), and Person B is also liable in
respect of an amount of money ($X + $Y), both of them will be jointly
and severally liable for $X, but only Person B will be liable to pay $Y.
(2) Subregulation (1) does not have the effect that:
(a) a particular person is liable more than once in relation to the
conduct in respect of the same or a similar remedy; or
(b) a person is entitled to recover more than the amount of any
loss or damage that the person has suffered in relation to the
conduct.
(3) Nothing in this Division is intended to reduce or otherwise affect
the liability of any person in relation to the person’s own conduct,
whether or not:
(a) the person is a principal or a representative; and
(b) the person is authorised to do a particular thing under any
licence, registration, authorisation or other authority.
(4) Nothing in this Division is intended to reduce or otherwise affect
the liability of a principal that acts under a provision of the relevant
old legislation.
(5) Nothing in this Division is intended to reduce or otherwise affect
the liability of a person for:
(a) any offence imposed by any law; or
(b) any other criminal or civil penalty imposed under any law.
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Title and transfer Division 21
Regulation 10.2.105
Corporations Regulations 2001 137
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 21—Title and transfer
10.2.105 Loss or destruction of certificates
(1) This regulation applies if:
(a) an application was made to a company, under section 1089 of
the old Corporations Act, for the issue of a duplicate
certificate or document of title regarding shares, debentures
or interests in a managed investment scheme; and
(b) the company did not issue a duplicate certificate or other
document of title to the shares, debentures or interests before
the FSR commencement.
(2) Section 1089 of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow the
company to deal with the application.
Note: Subsections 1089(1) and (3) of the old Corporations Act included
important requirements relating to the application, including time
limits for compliance with the application.
10.2.106 Instrument of transfer
(1) This regulation applies if:
(a) the personal representative of a dead holder for section 1091
of the old Corporations Act completed all the steps necessary
to require a company:
(i) to register a transfer; and
(ii) to pay to the personal representative any dividends or
money accrued in respect of the share, debenture or
interest being transferred up to the time of execution of
the transfer; and
(b) the company:
(i) did not register the transfer before the FSR
commencement; or
(ii) did not make some or all of the payment before the FSR
commencement.
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Division 21 Title and transfer
Regulation 10.2.107
138 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) Section 1091 of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow the
company to register the transfer and make the payment.
10.2.107 Trustee etc may be registered as owner of shares
(1) This regulation applies if:
(a) a person began to hold shares in a proprietary company as
trustee for, or otherwise on behalf of or on account of, a body
corporate before the FSR commencement; and
(b) the person did not serve on the proprietary company the
notice required under subsection 1091C(11) of the old
Corporations Act before the FSR commencement; and
(c) the 1 month period mentioned in that subsection had not
expired before the FSR commencement.
(2) Section 1091C of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow for:
(a) the person to serve the notice within the 1 month period; and
(b) the consequences of not serving the notice within the period.
10.2.108 Registration of transfer at request of transferor
(1) This regulation applies if:
(a) the transferor of a share in, debenture of, or interest made
available by, a company requested the company, under
subsection 1092(2) of the old Corporations Act, to carry out
the obligations under that subsection; and
(b) the company did not complete all of its obligations under that
subsection within the stated period.
(2) Section 1092 of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow for:
(a) the completion of the company’s obligations within the stated
period; and
(b) the consequences of not completing the obligations within
the stated period.
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Title and transfer Division 21
Regulation 10.2.109
Corporations Regulations 2001 139
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.109 Notice of refusal to register transfer
(1) This regulation applies if:
(a) a company refused, under section 1093 of the old
Corporations Act, to register:
(i) a transfer of shares in the company; or
(ii) a transfer of debentures of the company; or
(iii) a transfer of interests made available by the company;
and
(b) the company did not send the transferee the notice required
under that section before the FSR commencement; and
(c) the 2 month period mentioned in that section had not expired
before the FSR commencement.
(2) Section 1093 of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow for:
(a) the completion of the company’s obligations within the 2
month period; and
(b) the consequences of not completing the obligations within
the 2 month period.
10.2.110 Duties of company with respect to issue of certificates:
allotment of shares or debentures or making interests
available
(1) This regulation applies if:
(a) a company:
(i) allotted shares in, issued debentures of, or made
available interests in the company before the FSR
commencement; and
(ii) did not complete all of its obligations under
paragraph 1096(1)(a) or (b) of the old Corporations Act
(whether or not those obligations were affected by
paragraph 1096(1A)(b) of the old Corporations Act)
within the 2 month period required by
subsection 1096(1) of that Act; and
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Division 21 Title and transfer
Regulation 10.2.111
140 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) paragraph 1096(1A)(a) of the old Corporations Act did not
apply in relation to the company during the 2 month period.
Note: Subsection 1096(1A) of the old Corporations Act referred to the
possibility that the SCH business rules may include a provision to the
effect that:
(a) no document is required to be completed and delivered in relation to the allotment, issue or making available of a share, debenture or interest in specified circumstances; or
(b) the only document to be completed and delivered is such document as the rules require.
(2) Section 1096 of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow for:
(a) the completion of the company’s obligations within the 2
month period; and
(b) a relevant person mentioned in paragraph 1096(1)(b) of the
old Corporations Act to give instructions mentioned in that
paragraph after the FSR commencement; and
(c) the operation of the arrangements mentioned in
subsections 1096(3) and (4) of the old Corporations Act after
the FSR commencement; and
(d) the consequences of not completing the obligations within
the 2 month period.
10.2.111 Duties of company with respect to issue of certificates:
transfer of shares, debentures or interests
(1) This regulation applies if:
(a) any of the following was lodged with a company:
(i) a transfer of shares in the company (other than a transfer
that the company was entitled to refuse to register and
did not register);
(ii) a transfer of debentures of the company (other than a
transfer that the company was entitled to refuse to
register and did not register);
(iii) a transfer of interests made available by the company
(other than a transfer that the company was entitled to
refuse to register and did not register); and
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Regulation 10.2.112
Corporations Regulations 2001 141
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) the company was required to complete, and have ready for
delivery, all appropriate certificates, debentures or other
documents in accordance with subsection 1096(2) of the old
Corporations Act; and
(c) the company did not complete all of its obligations under
paragraph 1096(2)(a) or (b) of the old Corporations Act
(whether or not those obligations were affected by
subsection 1096(2A) of the old Corporations Act) within the
1 month period required by subsection 1096(2) of that Act.
Note: Subsection 1096(2A) of the old Corporations Act provided that the
only document required by subsection 1096(2) of the old Corporations
Act to be completed and delivered by a company in relation to an
SCH-regulated transfer is such document (if any) as the SCH business
rules require to be so completed and delivered.
(2) Section 1096 of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow for:
(a) the completion of the company’s obligations within the 1
month period; and
(b) a transferee mentioned in paragraph 1096(2)(b) of the old
Corporations Act to give instructions mentioned in that
paragraph after the FSR commencement; and
(c) the operation of the arrangements mentioned in
subsections 1096(3) and (4) of the old Corporations Act after
the FSR commencement; and
(d) the consequences of not completing the obligations within
the 1 month period.
10.2.112 Notices relating to non-beneficial and beneficial ownership
of shares
(1) This regulation applies if:
(a) a notice regarding non-beneficial or beneficial ownership of
shares was required to be given under subsection 1096A(1),
(3), (4), (5) or (6) of the old Corporations Act; and
(b) the notice was not given before the FSR commencement.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 21 Title and transfer
Regulation 10.2.113
142 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) Section 1096A of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow for:
(a) the consequences of not giving the notice; and
(b) the completion of the obligation to give the notice within the
period (if any) stated in the relevant subsection; and
(c) the operation of the arrangements mentioned in
subsection 1096A(7) of the old Corporations Act after the
FSR commencement; and
(d) the operation of the arrangements mentioned in
subsection 1096A(9) of the old Corporations Act after the
FSR commencement, to the extent that the arrangements
relate to section 1096A of the old Corporations Act.
Note: The arrangements in subsection 1096A(9) of the old Corporations Act
also related to section 216B of the old Corporations Act, which no
longer exists.
10.2.113 What is a sufficient transfer of marketable securities or
marketable rights: general
(1) This regulation applies if the arrangements for the due completion
of a document, to make the document:
(a) a sufficient transfer of marketable securities under
subsection 1101(1) of the old Corporations Act; or
(b) a sufficient transfer of marketable rights under
subsection 1101(2) of the old Corporations Act;
were not completed before the FSR commencement.
(2) Section 1101 of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow for
the document to be duly completed, and treated as a sufficient
transfer, in accordance with the relevant arrangements.
(3) If the document is duly completed in accordance with the relevant
arrangements, the document is also taken to be a sufficient transfer
for the purposes of the Act as in force after the FSR
commencement.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Title and transfer Division 21
Regulation 10.2.114
Corporations Regulations 2001 143
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.114 Sufficient transfer by authorised trustee corporation
(1) This regulation applies if the arrangements for the completion of a
document, to make the document:
(a) a sufficient transfer of marketable securities by an authorised
trustee corporation under subsection 1102(1) of the old
Corporations Act; or
(b) a sufficient transfer of marketable rights by an authorised
trustee corporation under subsection 1102(2) of the old
Corporations Act;
were not completed before the FSR commencement.
(2) Section 1102 of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow for
the document to be duly completed, and treated as a sufficient
transfer by an authorised trustee corporation, in accordance with
the relevant arrangements.
(3) If the document is duly completed in accordance with the relevant
arrangements, the document is also taken to be a sufficient transfer
by an authorised trustee corporation for the purposes of the Act as
in force after the FSR commencement.
10.2.115 Determination of who holds quoted securities for the
purposes of a meeting: determination made before FSR
commencement
(1) This regulation applies if:
(a) the convenor of a meeting made a determination under
subsection 1109N(2) of the old Corporations Act; and
(b) either:
(i) notice of the meeting was not sent before the FSR
commencement; or
(ii) the meeting was not held before the FSR
commencement.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 21 Title and transfer
Regulation 10.2.115
144 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) Section 1109N of the old Corporations Act, and any associated
provisions, continue to apply to the extent necessary to allow for:
(a) the giving of notice of the meeting; or
(b) the holding of the meeting.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional matters under relevant old legislation: Financial Transaction Reports Act
1988 Division 22
Regulation 10.2.116
Corporations Regulations 2001 145
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 22—Transitional matters under relevant old
legislation: Financial Transaction Reports Act
1988
10.2.116 Cash dealer
(1) For section 1444 of the Act, the definition of cash dealer in
subsection 3(1) of the Financial Transaction Reports Act 1988 is
taken to include a reference to a regulated principal mentioned in
item 1 or 3 of the table in section 1430 of the Act.
(2) Subregulation (1) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.117 Exempt cash transaction
(1) For section 1444 of the Act, a reference in paragraph 9(4)(a) of the
Financial Transaction Reports Act 1988 to a financial services
licensee includes a regulated principal mentioned in item 3 of the
table in section 1430 of the Act.
(2) Subregulation (1) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 23 Transitional matters under relevant old legislation: Income Tax
Assessment Act 1936
Regulation 10.2.118
146 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 23—Transitional matters under relevant old
legislation: Income Tax Assessment Act 1936
10.2.118 Offshore banking units
(1) For section 1444 of the Act, a reference in
subparagraph 128AE(2)(e)(iii) of the Income Tax Assessment Act
1936 to a financial services licensee includes a regulated principal
mentioned in item 1 or 3 of the table in section 1430 of the Act.
(2) Subregulation (1) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional matters under relevant old legislation: Insurance Act 1973 Division 24
Regulation 10.2.119
Corporations Regulations 2001 147
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 24—Transitional matters under relevant old
legislation: Insurance Act 1973
10.2.119 Insurers carrying on class of insurance business
(1) For section 1444 of the Act, section 113 of the Insurance Act 1973,
as in force immediately before the FSR commencement, and any
associated provisions, continue to have effect in relation to a
regulated principal:
(a) mentioned in item 6 of the table in section 1430 of the Act;
and
(b) who carries on a class of insurance business that was
prescribed for section 113 of the Insurance Act 1973
immediately before the FSR commencement;
to the extent necessary to require the person to comply with that
section in relation to the class of insurance business.
(2) Subregulation (1) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 24A Transitional matters under relevant old legislation: Insurance (Agents
and Brokers) Act 1984
Regulation 10.2.119A
148 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 24A—Transitional matters under relevant old
legislation: Insurance (Agents and Brokers) Act
1984
10.2.119A Debts of broker in relation to premiums etc
(1) For section 1444 of the Act, a reference in paragraph 27(1)(a) of
the Insurance (Agents and Brokers) Act 1984 to another registered
insurance broker includes a financial services licensee.
(2) For section 1444 of the Act, a reference in paragraph 27(4)(a) of
the Insurance (Agents and Brokers) Act 1984 to another registered
insurance broker includes a financial services licensee.
(3) For section 1444 of the Act, a reference in paragraph 27(5)(b) of
the Insurance (Agents and Brokers) Act 1984 to another registered
insurance broker includes a financial services licensee.
10.2.119B Disqualifications made before FSR commencement
(1) For section 1444 of the Act, on and after the FSR commencement,
a disqualification under subsection 25(5) or 31H(5) of the
Insurance (Agents and Brokers) Act 1984 made before the FSR
commencement:
(a) continues in force to the extent practicable to allow it to
apply to conduct or another matter:
(i) as it is described on and after the FSR commencement;
or
(ii) as it is regulated on and after the FSR commencement;
and
(b) is taken to be a disqualification made under subsection 25(5)
or 31H(5) of the Insurance (Agents and Brokers) Act 1984.
(2) For section 1444 of the Act, on and after the FSR commencement,
subsections 25(5) and 31H(5) of the Insurance (Agents and
Brokers) Act 1984, and associated provisions, continue to apply to
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional matters under relevant old legislation: Insurance (Agents and Brokers) Act
1984 Division 24A
Regulation 10.2.119C
Corporations Regulations 2001 149
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
the extent necessary to allow the disqualification to continue in
force.
(3) For subregulation (2), nothing in the relevant old legislation
(including the Australian Securities and Investments Commission
Act 2001) prevents ASIC from drafting or amending the terms of a
prohibition for the purpose of ensuring that the prohibition has the
same effect under the Act as it had under the relevant old
legislation, or an effect equivalent to the effect it had under the
relevant old legislation.
10.2.119C Disqualifications made after FSR commencement
(1) For section 1444 of the Act, on and after the FSR commencement,
subsections 25(5) and 31H(5) of the Insurance (Agents and
Brokers) Act 1984, and associated provisions, continue to apply to
the extent necessary to allow a disqualification to be made or
enforced against a person in relation to:
(a) conduct or another matter that occurred before the FSR
commencement; or
(b) conduct or another matter that:
(i) occurred after the FSR commencement; and
(ii) is regulated in accordance with section 1432 or 1436A
of the Act.
(2) A disqualification made in relation to conduct or another matter
mentioned in subregulation (1) is taken to be a disqualification
made under subsection 25(5) or 31H(5) of the Insurance (Agents
and Brokers) Act 1984.
(3) For subregulation (2), nothing in the relevant old legislation
(including the Australian Securities and Investments Commission
Act 2001) prevents ASIC from drafting or amending the terms of a
prohibition for the purpose of ensuring that the prohibition has the
same effect under the amended Corporations Act as it had under
the old legislation, or an effect equivalent to the effect it had under
the old legislation.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 25 Transitional matters under relevant old legislation: Marine Insurance Act
1909
Regulation 10.2.120
150 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 25—Transitional matters under relevant old
legislation: Marine Insurance Act 1909
10.2.120 Marine policy effected through broker
For section 1444 of the Act, sections 59 and 60 of the Marine
Insurance Act 1909, and any associated provisions, continue to
have effect in relation to a marine policy effected on behalf of the
assured by a broker before the FSR commencement.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional matters under relevant old legislation: Retirement Savings Accounts
Regulations 1997 Division 25A
Regulation 10.2.120A
Corporations Regulations 2001 151
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 25A—Transitional matters under relevant old
legislation: Retirement Savings Accounts
Regulations 1997
10.2.120A Continuation of RSA Regulations during transition
period
(1) For section 1444 of the Act, this regulation applies in relation to a
financial product:
(a) to which the RSA Act applied immediately before the FSR
commencement; and
(b) for which a transition period exists.
(2) The following provisions of the RSA Regulations, as in force
immediately before the FSR commencement, continue to apply in
relation to the financial product:
(a) Division 2.1;
(b) regulation 2.09;
(c) Divisions 2.3, 2.4, 2.5, 2.7 and 2.8;
(d) regulation 3.07;
(e) regulation 3.09 (other than paragraphs 3.09(a) and (c));
(f) regulation 4.32;
(g) regulation 4.33;
(h) regulation 6.12.
(3) Subregulation (2) ceases to apply in relation to the financial
product at the end of the transition period for the financial product.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 25B Transitional matters under relevant old legislation: Superannuation
Industry (Supervision) Regulations 1994
Regulation 10.2.120B
152 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 25B—Transitional matters under relevant old
legislation: Superannuation Industry
(Supervision) Regulations 1994
10.2.120B Continuation of SIS Regulations during transition period
(1) For section 1444 of the Act, this regulation applies in relation to a
financial product:
(a) to which the SIS Act applied immediately before the FSR
commencement; and
(b) for which a transition period exists.
(2) The following provisions of the SIS Regulations, as in force
immediately before the FSR commencement, continue to apply in
relation to the financial product:
(a) Divisions 2.1 and 2.3;
(b) Subdivisions 2.4.1 and 2.4.2;
(c) Divisions 2.5, 2.7 and 2.7A;
(d) Subdivisions 2.8.1, 2.8.3, 2.8.4 and 2.8.5;
(da) regulation 3.10;
(e) regulation 4.01;
(f) regulation 5.12;
(g) regulation 5.15 (other than paragraphs 5.15(a) and (c));
(h) regulations 5.17 and 5.22;
(i) regulation 6.17;
(j) regulation 6.28;
(k) regulation 6.29;
(l) subregulation 13.07(2).
(3) Subregulation (2) ceases to apply in relation to the financial
product at the end of the transition period for the financial product.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional matters under relevant old legislation: Superannuation (Resolution of
Complaints) Act 1993 Division 26
Regulation 10.2.121
Corporations Regulations 2001 153
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 26—Transitional matters under relevant old
legislation: Superannuation (Resolution of
Complaints) Act 1993
10.2.121 Life insurance broker
(1) For section 1444 of the Act, a reference in the definition of life
insurance broker in subsection 3(2) of the Superannuation
(Resolution of Complaints) Act 1993 to a financial services
licensee includes a regulated principal:
(a) mentioned in item 5 of the table in section 1430 of the Act;
and
(b) who is registered under Part III of the Insurance (Agents and
Brokers) Act 1984 in respect of life insurance.
(2) Subregulation (1) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 27 Transitional matters under the Act (other than Chapter 7)
Regulation 10.2.122
154 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 27—Transitional matters under the Act (other
than Chapter 7)
10.2.122 Solvency and insolvency
For section 1444 of the Act, a reference in the Act to solvency or
insolvency is to be read as if subsections 95A(1) and (2) of the old
Corporations Act had not been repealed on the FSR
commencement.
10.2.123 Managed investment products held by 100 or more persons
For section 1444 of the Act, a reference in section 111AFA of the
Act to people holding managed investment products in a class of
managed investment products includes a person who holds the
managed investment product as a result of an offer, relating to
securities, that gave rise to an obligation to lodge a disclosure
document with ASIC in relation to the securities under Chapter 6D
of the old Corporations Act.
10.2.124 When a managed investment scheme must be registered
For section 1444 of the Act, subsection 601ED(2) of the Act
applies in relation to a managed investment scheme as if issues of
interests that:
(a) were made before the issue of the interest was covered by
Division 2 of Part 7.9 of the Act; and
(b) were:
(i) issues made after 12 March 2000 that would not have
needed disclosure to investors under Part 6D.2 of the
old Corporations Act if the scheme were registered; or
(ii) issues mentioned in section 1477 of the Corporations
Law as in force on 14 July 2001 and as continued by
section 1408 of the Act;
were issues in relation to which a Product Disclosure Statement is
not required to be given under Division 2 of Part 7.9.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional matters under the Act (other than Chapter 7) Division 27
Regulation 10.2.125
Corporations Regulations 2001 155
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.125 Responsible entity to be a public company and hold an
Australian financial services licence
(1) For section 1444 of the Act, this regulation applies in relation to a
public company that is a regulated principal mentioned in item 1 of
the table in section 1430 of the Act.
(2) A reference in section 601FA of the Act to a public company that
holds an Australian financial services licence includes the
regulated principal.
(3) Subregulation (2) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.126 Duties of officers of responsible entity
(1) For section 1444 of the Act, this regulation applies in relation to a
responsible entity that is a regulated principal mentioned in item 1
of the table in section 1430 of the Act.
(2) A reference in subparagraph 601FD(1)(f)(ii) of the Act to a
responsible entity’s Australian financial services licence includes
the dealers licence of the regulated principal.
(3) Subregulation (2) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.127 Voidable contracts
(1) For section 1444 of the Act, this regulation applies in relation to a
contract if:
(a) Chapter 6D of the old Corporations Act applies in relation to
an interest in a registered scheme after the FSR
commencement; and
(b) a person (the offeror), in contravention of Chapter 6D of the
old Corporations Act, offers the interest in the registered
scheme for subscription, or issues an invitation to subscribe
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 27 Transitional matters under the Act (other than Chapter 7)
Regulation 10.2.128
156 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
for the interest in the registered scheme during the transition
period in relation to the registered scheme; and
(c) the contract is entered into by a person (other than the
offeror) to subscribe for the interest as a result of the person
accepting the offer, or of the acceptance of an offer made by
the person in response to the invitation.
(2) A reference in section 601MB of the Act to a contract includes the
contract mentioned in subregulation (1).
(3) Subregulation (2) ceases to apply in relation to the contract at the
end of the transition period in relation to the managed investment
product to which the contract mentioned in subregulation (1)
relates.
10.2.128 Situations not giving rise to relevant interests
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 of the table in section 1430
of the Act.
(2) A reference in subsection 609(3) of the Act to a financial services
licensee includes the regulated principal.
(3) A reference in subsection 609(3) of the Act to a financial services
business includes the securities business of the regulated principal
as defined in section 93 of the old Corporations Act.
(4) Subregulations (2) and (3) cease to apply in relation to the
regulated person at the end of the transition period in relation to the
regulated principal.
10.2.129 Bidder’s statement content
(1) For section 1444 of the Act, this regulation applies if:
(a) after the FSR commencement, a bidder offers managed
investment products as consideration under a takeover bid;
and
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional matters under the Act (other than Chapter 7) Division 27
Regulation 10.2.130
Corporations Regulations 2001 157
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) Division 2 of Part 7.9 of the Act does not apply to the
managed investment products when the bidder lodges with
ASIC the bidder’s statement under section 636 of the Act.
(2) Paragraph 636(1)(g) of the Act applies to the bidder’s statement as
if the managed investment products were securities other than
managed investment products.
(3) Paragraph 636(1)(ga) of the Act does not apply to the bidder’s
statement.
10.2.130 Continuous disclosure: other disclosing entities
For section 1444 of the Act, a reference in
subparagraph 675(2)(c)(ii) of the Act to a Product Disclosure
Statement, or a Supplementary Product Disclosure Statement, a
copy of which has been lodged with ASIC includes:
(a) a disclosure document lodged with ASIC under Chapter 6D
of the old Corporations Act; and
(b) a supplementary disclosure document, or a replacement
disclosure document, lodged with ASIC under that Chapter.
10.2.131 Sale offers that need disclosure: securities issued before
FSR commencement
(1) For section 1444 of the Act, this regulation applies if:
(a) securities (other than managed investment products) are sold
on or after the FSR commencement; and
(b) the securities were issued before the FSR commencement.
(2) Section 707 of the old Corporations Act, and any associated
provisions, continue to apply in relation to the securities.
(3) Section 707 of the Act does not apply in relation to the securities.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 27 Transitional matters under the Act (other than Chapter 7)
Regulation 10.2.132
158 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.132 Offers that do not need disclosure: offer to sophisticated
investor through licensed dealer
(1) This regulation applies in relation to a regulated principal
mentioned in item 1 of the table in section 1430 of the Act.
(2) A reference in subsection 708(10) of the Act to a financial services
licensee includes the regulated principal.
(3) Subregulation (2) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.133 Prospectus content: general disclosure test
(1) This regulation applies in relation to a regulated principal
mentioned in item 1 of the table in section 1430 of the Act if the
regulated principal is named in a prospectus as being involved in
any way in the issue or sale of the securities to which the
prospectus applies.
(2) A reference in paragraph 710(3)(e) of the Act to a person named in
a prospectus as a financial services licensee includes the regulated
principal.
(3) Subregulation (2) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.134 Prospectus content—specific disclosures
(1) This regulation applies in relation to a regulated principal
mentioned in item 1 of the table in section 1430 of the Act if the
regulated principal is named in a prospectus as being involved in
any way in the issue or sale of the securities to which the
prospectus applies.
(2) A reference in paragraph 711(4)(e) of the Act to a person named in
a prospectus as a financial services licensee includes the regulated
principal.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Transitional matters under the Act (other than Chapter 7) Division 27
Regulation 10.2.135
Corporations Regulations 2001 159
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) Subregulation (2) ceases to apply in relation to the regulated
principal at the end of the transition period in relation to the
regulated principal.
10.2.135 Registers
For section 1444 of the Act, a reference in
subparagraph 1274(2)(a)(ia) of the Act to a document lodged under
a provision of Chapter 7 of the Act (other than section 675 or
subsection 792C(1)) includes a document lodged with ASIC under
a provision of Chapter 7 (other than subsection 776(2B),
section 1001B or Part 7.13) or Chapter 8 of the old Corporations
Act (whether the document was lodged before or after the FSR
commencement).
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 27A Transitional matters under other legislation
Regulation 10.2.135A
160 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 27A—Transitional matters under other legislation
10.2.135A References to authorised foreign exchange dealers
(1) For section 1444 of the Act, this regulation applies to a reference,
in a law of the Commonwealth (within the meaning of Division 2
of Part 10.2 of the Act), to:
(a) an authorised foreign exchange dealer; or
(b) a person authorised to carry on business as a dealer in foreign
exchange.
(2) On and after the FSR commencement, the reference is taken to
include a holder of an Australian financial services licence that
authorises the holder to buy and sell foreign currency.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Retail clients and wholesale clients Division 28
Regulation 10.2.136
Corporations Regulations 2001 161
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 28—Retail clients and wholesale clients
10.2.136 Securities before the FSR commencement
(1) For section 1444 of the Act, this regulation applies in relation to a
person:
(a) who:
(i) held pre-FSR securities at the FSR commencement; or
(ii) acquired the pre-FSR securities at any time after the
FSR commencement under the relevant old legislation;
and
(b) in relation to whom disclosure was not required under
section 708 of the old Corporations Act in respect of the
particular offer of the pre-FSR securities.
(2) The person is taken to be a wholesale client in relation to the
pre-FSR securities as between the person and the issuer for the
period:
(a) starting on the earlier of:
(i) the FSR commencement; and
(ii) the day on which the pre-FSR securities were acquired;
and
(b) during which the holder holds the pre-FSR securities.
(3) Subregulation (2) applies whether or not the holder would, but for
that subregulation, have become a retail client in relation to the
pre-FSR securities at some time after the FSR commencement.
Note: This regulation is meant to ensure that a person for whom disclosure
was not required under Chapter 6D of the old Corporations Act
(whether the Chapter applies before or after the FSR commencement,
or after FSR commencement in accordance with a relevant old law) is
taken to be a wholesale client in relation to those securities as between
the person and the product issuer.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 28 Retail clients and wholesale clients
Regulation 10.2.137
162 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.137 Incomplete financial services
(1) For section 1444 of the Act, this regulation applies in relation to a
person who:
(a) was provided with an incomplete financial service in relation
to pre-FSR securities before the FSR commencement; and
(b) was not a retail investor in relation to the incomplete
financial service.
(2) The old Corporations Act, and any associated provisions, continue
to apply in relation to the incomplete financial service to the extent
necessary to allow the financial service to be completed under the
old Corporations Act.
(3) The amended Corporations Act does not apply in relation to the
incomplete financial service to the extent necessary to allow the
financial service to be completed under the old Corporations Act.
(4) In this regulation:
incomplete financial service means a service:
(a) that is, or would be, a financial service under the Act,
whether it was provided before or after the FSR
commencement; and
(b) either:
(i) that commenced before the amended Corporations Act
applied to the provider in relation to the service; or
(ii) in relation to which instructions had been received by
the provider of the service from the client, or a person
acting on the client’s behalf, before the amended
Corporations Act applied to the provider in relation to
the service; and
(c) in relation to which:
(i) the provider of the service did not need to obtain from
the client any further instructions or information in
order to be authorised or able to complete the provision
of the service; or
(ii) the majority of activities that needed to be carried out:
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Regulation 10.2.138
Corporations Regulations 2001 163
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(A) by the provider; or
(B) by a person acting on the instructions of the
provider; or
(C) on behalf of the provider;
occurred before the amended Corporations Act applied
to the provider in relation to the financial service; and
(d) completed within 4 weeks after the amended Corporations
Act applies to that provider in relation to the service.
retail investor means a retail investor under
subregulation 7.3.02B(10) of these Regulations, as in force
immediately before the FSR commencement.
10.2.138 Professional investors
(1) For section 1444 of the Act, this regulation applies in relation to:
(a) a regulated principal mentioned in item 1, 2, 3 or 4 of the
table in section 1430 of the Act; or
(b) a person who:
(i) at the FSR commencement, is an exempt dealer who
acts as a principal; and
(ii) is a regulated principal mentioned in item 4 of the table
in regulation 10.2.38; or
(c) a person who:
(i) at the FSR commencement, is an exempt investment
adviser who acts as a principal; and
(ii) is a regulated principal mentioned in item 4 of the table
in regulation 10.2.38.
(2) The person is taken to be a professional investor for section 9 and
paragraph 761G(7)(d) of the Act.
(3) Subject to subregulation (4), this regulation ceases to apply in
relation to the person on the earlier of:
(a) the end of the transition period in relation to the person under
subsection 1431(1) of the Act; and
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Division 28 Retail clients and wholesale clients
Regulation 10.2.138
164 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) the day on which the person ceases to have the status that
made the person a regulated person.
(4) If:
(a) the person is subject to an exemption or modification under
section 1437 of the Act; and
(b) the exemption or modification has the effect of extending the
transition period in relation to the person (generally or in
respect of certain activities);
the person ceases to be a person mentioned in subregulation (1) at
the end of the period of the extension.
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Regulation 10.2.139
Corporations Regulations 2001 165
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 29—Effect on definitions in old Corporations Act
of transition to licensed markets and licensed CS
facilities
10.2.139 Approved foreign bank
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in the definition of approved foreign bank in section 9
of the old Corporations Act to a member of a futures organisation
includes a participant of a licensed market for derivatives.
(3) A reference in the definition of approved foreign bank in section 9
of the old Corporations Act to an approval given by a futures
organisation in accordance with its business rules (within the
meaning of Chapter 8 of the old Corporations Act) includes an
approval given by the operator of a licensed market for derivatives
(within the meaning of section 761A of the amended Corporations
Act).
10.2.140 Eligible exchange-traded options
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in the definition of eligible exchange-traded option in
section 9 of the old Corporations Act to a futures market of a
futures exchange includes a licensed market for derivatives.
10.2.141 Futures law
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
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Division 29 Effect on definitions in old Corporations Act of transition to licensed
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Regulation 10.2.142
166 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) A reference in the definition of futures law in section 9 of the old
Corporations Act to Chapter 8 of the old Corporations Act includes
Chapter 7 of the amended Corporations Act.
10.2.142 Member organisation
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in paragraph (a) of the definition of member
organisation in section 9 of the old Corporations Act to a
securities exchange or a stock exchange includes a licensed market
for securities.
(3) A reference in paragraph (a) of the definition of member
organisation in section 9 of the old Corporations Act to the
business rules of a securities exchange or a stock exchange
includes the operating rules of a licensed market for securities.
(4) A reference in paragraph (b) of the definition of member
organisation in section 9 of the old Corporations Act to a futures
organisation includes a licensed market for derivatives.
(5) A reference in paragraph (b) of the definition of member
organisation in section 9 of the old Corporations Act to a member
of a futures organisation includes a participant of a licensed market
for derivatives.
(6) A reference in subparagraph (b)(ii) of the definition of member
organisation in section 9 of the old Corporations Act to a
partnership that a futures organisation recognises as a member
organisation includes a partnership that a market licensee
recognises as a member organisation.
10.2.143 Non-broker
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
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Regulation 10.2.144
Corporations Regulations 2001 167
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) A reference in the definition of non-broker in section 9 of the old
Corporations Act to a futures broker or one of 2 or more persons
who together constitute a futures broker includes:
(a) a financial services licensee; and
(b) one of 2 or more persons who together constitute a financial
services licensee.
10.2.144 Non-dealer
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in the definition of non-dealer in section 9 of the old
Corporations Act to a dealer or one of 2 or more persons who
together constitute a dealer includes:
(a) a financial services licensee; and
(b) one of 2 or more persons who together constitute a financial
services licensee.
10.2.145 Securities law
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in the definition of securities law in section 9 of the
old Corporations Act to Chapter 7 of the old Corporations Act
includes Chapter 7 of the amended Corporations Act.
10.2.146 Marketable parcel
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in the definition of marketable parcel in section 761 of
the old Corporations Act to a stock market of a securities exchange
includes a licensed market for securities.
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Regulation 10.2.146
168 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) A reference in the definition of marketable parcel in section 761 of
the old Corporations Act to the relevant business rules of a stock
market of a securities exchange includes the relevant operating
rules of a licensed market for securities.
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Regulation 10.2.147
Corporations Regulations 2001 169
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 30—Effect on certain conduct of transition to
licensed markets and licensed CS facilities
10.2.147 Own account dealings and transactions: futures contracts
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in subsection 29(2) of the old Corporations Act to a
member of a futures exchange includes a participant of a licensed
market for derivatives.
10.2.148 Conditions of dealers licence
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 or 2 of the table in
section 1430 of the Act.
(2) A reference in subsection 786(8) of the old Corporations Act to a
member of a securities exchange includes a participant of a
licensed market for securities.
(3) A reference in subsection 786(8) of the old Corporations Act to a
securities exchange includes a market licensee.
(4) A reference in subsection 786(8) of the old Corporations Act to a
member firm includes a participating firm.
10.2.149 Persons who are not clients
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 or 2 of the table in
section 1430 of the Act.
(2) A reference in section 794 of the old Corporations Act to a dealer
or an investment adviser includes:
(a) a financial services licensee; and
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Regulation 10.2.150
170 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) one of 2 or more persons who together constitute a financial
services licensee.
10.2.150 Dealings and transactions on a dealer’s own account
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 of the table in section 1430
of the Act.
(2) A reference in subsection 843(5) of the old Corporations Act to a
dealer who is a member of a securities exchange includes a
participant of a licensed market for securities.
10.2.151 Dealer to give priority to clients’ orders
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 of the table in section 1430
of the Act.
(2) A reference in subsection 844(2) of the old Corporations Act to a
stock market of a securities exchange includes a licensed market
for securities.
10.2.152 Dealers’ financial records
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 of the table in section 1430
of the Act.
(2) A reference in paragraph 856(10)(c) of the old Corporations Act to
a dealer includes a financial services licensee.
10.2.153 Auditor to report to ASIC on certain matters
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 of the table in section 1430
of the Act.
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Regulation 10.2.154
Corporations Regulations 2001 171
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) A reference in subsection 861(1) of the old Corporations Act to a
securities exchange of which a holder is a member includes a
licensed market for securities of which the regulated principal is a
participant.
10.2.154 Qualified privilege for auditor
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 of the table in section 1430
of the Act.
(2) A reference in paragraph 863(1)(b) of the old Corporations Act to a
securities exchange includes the operator of a licensed market for
securities.
10.2.155 Court may freeze certain bank accounts of dealers and
former dealers
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 of the table in section 1430
of the Act.
(2) A reference in paragraph 874(1)(b) of the old Corporations Act to
the business rules of a securities exchange of which a person is or
has been a member includes the operating rules of a licensed
market for securities of which the regulated principal is or has been
a participant.
10.2.156 Interpretation—registers
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 1 of the table in section 1430
of the Act.
(2) A reference in the definition of financial journalist in
subsection 879(1) of the old Corporations Act to a licensee
includes a financial services licensee.
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Regulation 10.2.157
172 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) A reference in paragraph (b) of the definition of securities in
subsection 879(1) of the old Corporations Act to a securities
exchange includes a licensed market for securities.
(4) A reference in paragraph 879(2)(a) of the old Corporations Act to a
securities exchange includes an operator of a licensed market for
securities.
(5) A reference in paragraph 879(2)(a) of the old Corporations Act to a
member of a securities exchange that is recognised by that
securities as specialising in transactions relating to odd lots of
securities exchange includes a participant of a licensed market that
is recognised by the market licensee in relation to that licensed
market as specialising in transactions relating to odd lots of
securities.
(6) A reference in subsection 879(2) of the old Corporations Act to a
member’s relevant interests in any securities includes the interests
in securities of a participant mentioned in subregulation (5).
10.2.157 Conditions of futures broker’s licence: membership of
futures organisation
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
(2) A reference in paragraph 1148(1)(a) of the old Corporations Act to
being a member of a futures organisation includes being a
participant of a licensed market for derivatives.
(3) A reference in subparagraph 1148(1)(b)(i) of the old Corporations
Act to being a member of no futures organisation includes being a
participant of no licensed market for derivatives.
(4) A reference in subparagraph 1148(1)(b)(ii) of the old Corporations
Act to a licensee’s being a member of a futures organisation, but
for the suspension of the licensee’s membership of the futures
organisation, includes the regulated principal’s being a participant
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Regulation 10.2.158
Corporations Regulations 2001 173
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
of a licensed market for derivatives, but for the suspension of the
regulated principal’s participation in the licensed market.
(5) A reference in subsection 1148(2) of the old Corporations Act to a
licensee’s membership of a futures organisation includes the
regulated principal’s participation in a licensed market for
derivatives.
10.2.158 Futures organisation to be informed about conditions of
futures brokers licence
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
(2) A reference in paragraph 1152(1)(a) of the old Corporations Act to
a futures organisation of which a licensee is a member includes the
operator of a licensed market for derivatives of which the regulated
principal is a participant.
(3) A reference in paragraph 1152(1)(b) of the old Corporations Act to
a corporation that is a clearing house for a futures exchange of
which a licensee is a member includes the operator of a licensed
CS facility that provides its services for the clearing and settlement
of transactions effected through a licensed market for derivatives
of which the regulated principal is a participant.
10.2.159 Licensee to notify breach of licence condition
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 or 4 of the table in
section 1430 of the Act.
(2) A reference in paragraph 1153(1)(b) of the old Corporations Act to
a futures organisation of which a licensee is a member includes the
operator of a licensed market for derivatives of which the regulated
principal is a participant.
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Regulation 10.2.160
174 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.160 Register of Futures Licensees
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 or 4 of the table in
section 1430 of the Act.
(2) A reference in paragraph 1155(3)(e) of the old Corporations Act to
a futures organisation of which a licensee is a member includes the
operator of a licensed market for derivatives of which the regulated
principal is a participant.
10.2.161 Excluded clients
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 or 4 of the table in
section 1430 of the Act.
(2) A reference in section 1159 of the old Corporations Act to a futures
broker or a futures adviser includes:
(a) a financial services licensee; and
(b) one of 2 or more persons who together constitute a financial
services licensee.
10.2.162 Segregation of client money and property
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
(2) A reference in subparagraph 1209(5)(d)(iv) of the old Corporations
Act to a clearing house for a futures exchange includes a CS
facility that provides its services for the clearing and settlement of
transactions effected through a licensed market for derivatives.
(3) A reference in subsection 1209(5A) of the old Corporations Act to:
(a) another broker; or
(b) a receiving broker;
includes a financial services licensee.
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Regulation 10.2.163
Corporations Regulations 2001 175
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(4) A reference in subsection 1209(5B) of the old Corporations Act to
the brokers concerned includes a financial services licensee.
10.2.163 Accounts to be kept by futures brokers
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
(2) A reference in subparagraph 1213(2)(b)(vii) of the old
Corporations Act to the business rules of a futures exchange
includes the operating rules of a licensed market for derivatives.
(3) A reference in subparagraph 1213(2)(b)(vii) of the old
Corporations Act to the futures market of a futures exchange
includes a licensed market for derivatives.
(4) A reference in paragraph 1213(4)(d) of the old Corporations Act to
another futures broker includes a financial services licensee.
(5) A reference in subsection 1213(5) of the old Corporations Act to a
futures exchange includes an operator of a licensed market for
derivatives.
(6) A reference in subsection 1213(5) of the old Corporations Act to a
member includes a participant of a licensed market for derivatives.
(7) A reference in subsection 1213(5) of the old Corporations Act to
recording a matter pursuant to subsection 1270(3) of the old
Corporations Act includes recording a matter for section 1101C of
the amended Corporations Act.
10.2.164 Property in custody of futures broker
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
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Regulation 10.2.165
176 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) A reference in paragraph 1214(1)(e) of the old Corporations Act to
the business rules of a futures exchange that maintained or
provided a futures market includes the operating rules of a licensed
market for derivatives.
10.2.165 Auditor to report to ASIC in certain cases
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
(2) A reference in subsection 1220(1) of the old Corporations Act to a
futures exchange of which a broker is a member includes:
(a) the operator of a licensed market for derivatives; and
(b) the operator of a licensed CS facility that provides its
services for the clearing and settlement of transactions
effected through that licensed market.
(3) A reference in paragraph 1220(1)(b) of the old Corporations Act to
a futures exchange of which a broker is a member includes:
(a) the operator of a licensed market for derivatives; and
(b) the operator of a licensed CS facility that provides its
services for the clearing and settlement of transactions
effected through that licensed market.
10.2.166 Defamation
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
(2) A reference in paragraph 1222(1)(b) of the old Corporations Act to
a futures exchange, a clearing house for a futures exchange, or a
futures association includes:
(a) the operator of a licensed market for derivatives; and
(b) the operator of a licensed CS facility that provides its
services for the clearing and settlement of transactions
effected through a licensed market for derivatives.
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Regulation 10.2.167
Corporations Regulations 2001 177
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.167 Power of Court to restrain dealings with futures broker’s
bank accounts
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
(2) A reference in section 1224 of the old Corporations Act to a
member of a futures organisation includes a participant of a
licensed market for derivatives.
(3) A reference in subsection 1224(2) of the old Corporations Act to a
futures organisation includes a market licensee.
10.2.168 Power of Court to restrain dealings with futures broker’s
bank accounts
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
(2) A reference in section 1226 of the old Corporations Act to a futures
organisation includes the operator of a licensed market for
derivatives.
10.2.169 Sequence of transmission and execution of orders
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 of the table in section 1430
of the Act.
(2) A reference in subsection 1266(1) of the old Corporations Act to a
futures market includes a licensed market for derivatives.
(3) A reference in paragraph 1266(4)(c) of the old Corporations Act to
the business rules of a futures organisation of which a futures
broker is a member includes the operating rules of a licensed
market for derivatives of which the broker is a participant.
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Regulation 10.2.170
178 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(4) A reference in subsection 1266(5) of the old Corporations Act to a
member of a futures exchange includes a participant of a licensed
market for derivatives.
(5) A reference in subsection 1266(5) of the old Corporations Act to a
trading floor of a futures exchange includes a trading floor of a
licensed market for derivatives.
(6) A reference in subsection 1266(6) of the old Corporations Act to
the business rules of a futures organisation of which a broker is a
member includes the operating rules of a licensed market of which
the broker is a participant.
10.2.170 Dealings by employees of futures brokers and futures
advisers
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 3 or 4 of the table in
section 1430 of the Act.
(2) A reference in subsection 1267(7), (9) or (10) of the old
Corporations Act to a futures exchange includes a licensed market
for derivatives.
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Regulation 10.2.171
Corporations Regulations 2001 179
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 31—Effect on fundraising of transition to licensed
markets and licensed CS facilities
10.2.171 Sale offers that need disclosure
(1) For section 1444 of the Act, this regulation applies in relation to a
managed investment product.
(2) A reference in subparagraph 707(2)(b)(ii) of the old Corporations
Act to a stock market of a securities exchange includes a relevant
financial market.
(3) A reference in subparagraph 707(5)(a)(ii) of the old Corporations
Act to a stock market of a securities exchange includes a relevant
financial market on which the securities mentioned in that
subparagraph were quoted.
10.2.172 Prospectus content—specific disclosures
(1) For section 1444 of the Act, this regulation applies in relation to a
managed investment product.
(2) A reference in subsection 711(5) of the old Corporations Act to a
stock market of a securities exchange includes a financial market
(whether in Australia or elsewhere).
(3) A reference in subsection 711(5) of the old Corporations Act to a
stock market includes a financial market (whether in Australia or
elsewhere).
(4) A reference in subsection 711(5) of the old Corporations Act to a
securities exchange includes the operator of a financial market
(whether in Australia or elsewhere).
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Regulation 10.2.173
180 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.173 Issuing or transferring the securities under a disclosure
document
(1) For section 1444 of the Act, this regulation applies in relation to a
managed investment product.
(2) A reference in subsection 723(3) of the old Corporations Act to a
stock market of a securities exchange (whether in Australia or
elsewhere) includes a financial market (whether in Australia or
elsewhere).
10.2.174 Choices open to person making an offer if disclosure
document condition not met or disclosure document
defective
(1) For section 1444 of the Act, this regulation applies in relation to a
managed investment product.
(2) A reference in paragraph 724(1)(b) of the old Corporations Act to a
stock market of a securities exchange (whether in Australia or
elsewhere) includes a financial market (whether in Australia or
elsewhere).
10.2.175 Restrictions on advertising and publicity
(1) For section 1444 of the Act, this regulation applies in relation to a
managed investment product.
(2) A reference in paragraph 734(7)(a) of the old Corporations Act to a
securities exchange includes a market operator.
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Division 32
Regulation 10.2.176
Corporations Regulations 2001 181
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 32—Effect on product disclosure of transition to
licensed markets and licensed CS facilities
10.2.176 Offers that do not need disclosure
(1) For section 1444 of the Act, this regulation applies in relation to a
managed investment product.
(2) A reference in subsection 708(10) of the old Corporations Act to a
licensed dealer includes a financial services licensee.
(3) A reference in subsection 708(11) of the old Corporations Act to:
(a) a person who is a licensed or exempt dealer; or
(b) a person who is a licensed or exempt investment adviser;
includes a financial services licensee.
10.2.177 Prospectus content—general disclosure test
(1) For section 1444 of the Act, this regulation applies in relation to a
managed investment product.
(2) A reference in paragraph 710(3)(e) of the old Corporations Act to a
stockbroker to an issue or sale includes, in relation to a stockbroker
that participates in any way in the preparation of the prospectus for
the issue or sale, a person named in the prospectus as a financial
services licensee that is involved in the issue or sale.
10.2.178 Prospectus content—specific disclosures
(1) For section 1444 of the Act, this regulation applies in relation to a
managed investment product.
(2) A reference in paragraph 711(4)(e) of the old Corporations Act to a
stockbroker includes a financial services licensee named in the
prospectus for the issue or sale as a financial services licensee that
is involved in the issue or sale.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 32 Effect on product disclosure of transition to licensed markets and licensed
CS facilities
Regulation 10.2.179
182 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.179 Futures broker to give certain information to prospective
client
(1) For section 1444 of the Act, this regulation applies in relation to a
derivative.
(2) A reference in subsection 1210(3) of the old Corporations Act to a
futures broker includes a financial services licensee.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Effect on Corporations Regulations 2001 of transition of financial service providers and
transition to licensed markets and licensed CS facilities Division 33
Regulation 10.2.180
Corporations Regulations 2001 183
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 33—Effect on Corporations Regulations 2001 of
transition of financial service providers and
transition to licensed markets and licensed CS
facilities
10.2.180 Licence conditions—investment advice to retail investors
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in subregulation 7.3.02B(8) of the old Corporations
Regulations to:
(a) the holder of a dealers licence; or
(b) the holder of an investment advisers licence;
includes a financial services licensee.
10.2.181 Exemption from licensing—certain dealings
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal mentioned in item 5 of the table in section 1430
of the Act.
(2) A reference in paragraph 7.3.10A(b) of the old Corporations
Regulations to a life insurance broker within the meaning of the
Insurance (Agents and Brokers) Act 1984 includes the regulated
principal.
10.2.182 Exemption from licensing—managed investment schemes
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal that is a body corporate.
(2) A reference in subregulation 7.3.11(3) of the old Corporations
Regulations to Chapter 6D of the Act includes Chapter 7 of the
amended Corporations Act.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 33 Effect on Corporations Regulations 2001 of transition of financial service
providers and transition to licensed markets and licensed CS facilities
Regulation 10.2.183
184 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.183 Exempt dealer
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in regulation 7.4.01 of the old Corporations
Regulations to a member of a securities exchange includes a
participant of a licensed market.
10.2.184 Exempt securities and interests
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in regulation 7.4.02 of the old Corporations
Regulations to Chapter 6D of the Act includes Chapter 7 of the
amended Corporations Act.
10.2.185 Transactions in prescribed circumstances
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in regulation 7.4.03 of the old Corporations
Regulations to a securities exchange in Australia includes a
licensed market.
(3) A reference in regulation 7.4.03 of the old Corporations
Regulations to persons who are members of a securities exchange
in Australia includes persons who are participants of a licensed
market.
10.2.186 Exempted transaction
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in regulation 7.4.04 of the old Corporations
Regulations to Business Rules includes operating rules within the
meaning of section 761A of the amended Corporations Act.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Effect on Corporations Regulations 2001 of transition of financial service providers and
transition to licensed markets and licensed CS facilities Division 33
Regulation 10.2.187
Corporations Regulations 2001 185
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.2.187 Charging brokerage on principal transactions
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in subregulation 7.4.04A(1) of the old Corporations
Regulations to a member of a securities exchange includes a
participant of a licensed market.
10.2.188 Exemption from subsection 844(2) of old Corporations Act
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in regulation 7.4.05 of the old Corporations
Regulations to a member of a stock exchange includes a participant
of a licensed market.
(3) A reference in regulation 7.4.05 of the old Corporations
Regulations to the business rules of a stock exchange includes the
operating rules of a licensed market.
10.2.189 Exemption: Part 8.3 of old Corporations Act—certain
futures contracts
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in paragraph (a) of the definition of investment
manager in subregulation 8.3.02(1) of the old Corporations
Regulations to the holder of a dealers licence includes a financial
services licensee.
(3) A reference in subparagraph 8.3.02(2)(c)(i) of the old Corporations
Regulations to a member of a futures exchange includes a
participant of a licensed market for derivatives.
(4) A reference in subparagraph 8.3.02(2)(c)(i) of the old Corporations
Regulations to the business rules of a futures exchange includes the
operating rules of a licensed market for derivatives.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 33 Effect on Corporations Regulations 2001 of transition of financial service
providers and transition to licensed markets and licensed CS facilities
Regulation 10.2.190
186 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(5) A reference in subparagraph 8.3.02(2)(c)(ii) of the old
Corporations Regulations to a member of a futures exchange
includes a participant of a licensed market for derivatives.
(6) A reference in subparagraph 8.3.02(2)(d)(i) of the old Corporations
Regulations to a dealers licence includes a financial services
licence that authorises the operation of a registered managed
investment scheme.
10.2.190 Exemption of certain transactions from subsection 1206(1)
of old Corporations Act
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in paragraph 8.4.01(b) of the old Corporations
Regulations to a member of a clearing house of a futures exchange
includes a participant of a licensed CS facility that provides its
services for the clearing and settlement of transactions effected
through a licensed market for derivatives.
(3) A reference in regulation 8.4.01 of the old Corporations
Regulations to the business rules of a futures exchange includes the
operating rules of a licensed market for derivatives.
10.2.191 Exemption of certain transactions from subsection 1207(1)
of the old Corporations Act
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in regulation 8.4.03 of the old Corporations
Regulations to a member of a clearing house of a futures exchange
includes a participant of a licensed CS facility that provides its
services for the clearing and settlement of transactions effected
through a licensed market for derivatives.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Effect on Corporations Regulations 2001 of transition of financial service providers and
transition to licensed markets and licensed CS facilities Division 33
Regulation 10.2.192
Corporations Regulations 2001 187
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) A reference in paragraph 8.4.03(d) of the old Corporations
Regulations to the business rules of a futures exchange includes the
operating rules of a licensed market for derivatives.
10.2.192 Which futures broker to comply with subsection 1207(1) of
old Corporations Act in relation to certain transactions
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in regulation 8.4.03A of the old Corporations
Regulations to a futures broker includes a financial services
licensee.
10.2.193 Exemption of certain transactions from paragraphs
1207(1)(g) and (h) of old Corporations Act
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) A reference in paragraph 8.4.04(b) of the old Corporations
Regulations to a member of a clearing house of a futures exchange
includes a participant of a licensed CS facility that provides its
services for the clearing and settlement of transactions effected
through a licensed market for derivatives.
(3) A reference in paragraph 8.4.04(d) of the old Corporations
Regulations to the business rules of a futures exchange includes the
operating rules of a licensed market for derivatives.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 34 Effect on certain instruments of transition of financial service providers
and transition to licensed markets and licensed CS facilities
Regulation 10.2.194
188 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 34—Effect on certain instruments of transition of
financial service providers and transition to
licensed markets and licensed CS facilities
10.2.194 References to certain matters
(1) For section 1444 of the Act, this regulation applies in relation to:
(a) a regulated principal; and
(b) the following instruments:
(i) an approval of a stock market under subsection 770A(2)
of the old Corporations Act;
(ii) a declaration of an exempt stock market under
subsection 771(1) of the old Corporations Act;
(iii) a declaration of an exempt futures market under
subsection 1127(1) of the old Corporations Act.
(2) A reference in an instrument to a securities dealer’s licence
includes a Australian financial service licence that authorises the
holder to deal in securities.
(3) A reference in an instrument to the business rules of a securities
exchange or a stock exchange includes the operating rules of a
licensed market for securities.
(4) A reference in an instrument to a person who is not a retail investor
within the meaning of subregulation 7.3.02B(8) of the old
Corporations Regulations includes a professional investor within
the meaning of section 9 of the Act.
(5) A reference in an instrument to:
(a) a prospectus; or
(b) a replacement prospectus;
includes a Product Disclosure Statement.
(6) A reference in an instrument to a supplementary prospectus
includes a supplementary Product Disclosure Statement.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Effect on certain instruments of transition of financial service providers and transition to
licensed markets and licensed CS facilities Division 34
Regulation 10.2.194
Corporations Regulations 2001 189
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(7) A reference in an instrument to the Commission includes ASIC.
(8) A reference in an instrument to the ASC includes ASIC.
(9) A reference in an instrument to a futures brokers licence includes
an Australian financial services licence that authorises the holder to
deal in derivatives.
(10) A reference in an instrument to a futures licensee includes a person
who holds an Australian financial services licence that authorises
the holder to deal in derivatives.
(11) A reference in an instrument to Division 2 of Part 4.1 of the old
Corporations Act includes Division 2 of Part 5B.2 of the Act.
(12) A reference in an instrument to section 345 of the old Corporations
Act includes section 601CF of the Act.
(13) A reference in an instrument to a clearing house includes a licensed
clearing and settlement facility.
(14) A reference in an instrument to an approved futures exchange
includes a licensed market operated by:
(a) Sydney Futures Exchange Limited; or
(b) SFE Corporation Limited; or
(c) ASX Futures Exchange Pty Limited.
(15) A reference in an instrument to a recognised futures exchange
includes a recognised futures exchange mentioned in Schedule 11
to the old Corporations Regulations.
(16) A reference in an instrument to a futures market of any exchange
includes a financial market in relation to derivatives operated by a
market licensee.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 35 Streamlined licensing
Regulation 10.2.195
190 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 35—Streamlined licensing
10.2.195 Suspension or cancellation of streamlined licence
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee to which the streamlined licensing
procedure in section 1433 of the Act applied when the licensee’s
Australian financial services licensee was granted.
(2) If the financial services licensee is an individual,
paragraph 915C(1)(b) of the Act applies to the financial services
licensee:
(a) as if ASIC had been satisfied in the terms of
subsection 913B(2) of the Act (dealing with whether the
financial services licensee is of good fame and character)
when the Australian financial services licence was granted;
and
(b) to the extent necessary to allow ASIC to consider whether
there is no reason to believe that the financial services
licensee is not of good fame or character.
(3) If the financial services licensee is not an individual,
paragraph 915C(1)(b) of the Act applies to the financial services
licensee:
(a) as if ASIC had been satisfied in the terms of
subsection 913B(3) of the Act (dealing with whether the
financial services licensee or its representatives are of good
fame and character) when the Australian financial services
licence was granted; and
(b) to the extent necessary to allow ASIC to consider whether
there is no reason to believe that the financial services
licensee or its representatives are not of good fame or
character.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Insurance multi-agents Division 36
Regulation 10.2.196
Corporations Regulations 2001 191
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 36—Insurance multi-agents
10.2.196 Application by holder of qualified licence
(1) For section 1444 of the Act, this regulation applies in relation to a
person if:
(a) the person is an insurance multi-agent within the meaning of
section 1434 of the Act; and
(b) the person holds an Australian financial services licence
granted in accordance with the procedures mentioned in that
section; and
(c) the person applies, at the end of the transition period in
relation to the person, under section 913A of the Act, for an
Australian financial services licence; and
(d) section 1434 of the Act does not apply in relation to the
application for an Australian financial services licence; and
(e) ASIC proposes to consider only the matters mentioned in
paragraphs 912A(1)(e) and (f) of the Act rather than all of the
matters mentioned in subsection 912A(1) of the Act.
(2) Paragraph 913B(1)(b) of the Act applies to the consideration of the
application as if the reference to obligations that will apply under
section 912A of the Act were a reference to the obligations that
will apply under paragraphs 912A(1)(e) and (f) of the Act.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 37 Hawking of managed investment products
Regulation 10.2.197
192 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 37—Hawking of managed investment products
10.2.197 Hawking interest in managed investment scheme
(1) For section 1444 of the Act, this regulation applies in relation to
interests in managed investment schemes.
(2) If Division 2 of Part 7.9 of the Act applies to an interest in a
managed investment scheme:
(a) section 992AA of the Act applies to the interest; and
(b) section 736 of the old Corporations Act does not apply to the
interest.
(3) If Division 2 of Part 7.9 of the Act does not apply to an interest in a
managed investment scheme, sections 992A and 992AA of the Act
do not apply to the interest.
10.2.198 Hawking financial product—other arrangements
(1) For section 1444 of the Act, this regulation applies in relation to a
financial product.
(2) If Division 2 of Part 7.9 of the Act does not apply to the financial
product, a reference in section 992A of the Act to a Product
Disclosure Statement in relation to the financial product includes:
(a) in relation to a derivative—information mentioned in
section 1210 of the old Corporations Act; and
(b) in relation to a superannuation product—information
mentioned in section 153 or 159 of the SIS Act, as in force
immediately before the FSR commencement; and
(c) in relation to an RSA product—information mentioned in
section 56 of the RSA Act, as in force immediately before the
FSR commencement; and
(d) in relation to a managed investment product—a disclosure
document for the product.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Hawking of managed investment products Division 37
Regulation 10.2.198
Corporations Regulations 2001 193
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) If Division 2 of Part 7.9 of the Act does not apply to the financial
product, subsection 992A(3) of the Act applies in relation to a
financial product that is not mentioned in subregulation (2) as if
paragraphs 992A(3)(c), (d) and (e) were omitted.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 38 Security bonds issued before FSR commencement
Regulation 10.2.199
194 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 38—Security bonds issued before FSR
commencement
10.2.199 Security bonds
(1) For section 1444 of the Act, this regulation applies in relation to a
financial services licensee who became a regulated principal
mentioned in item 1 or 2 of the table in section 1430 of the Act at
the FSR commencement.
(2) Regulations 7.3.04, 7.3.06 and 7.3.07 of the old Corporations
Regulations, and any associated provisions, continue to apply in
relation to the regulated principal’s regulated activities.
(3) The regulations mentioned in subregulation (2) continue to apply
after the end of the transition period for the regulated principal.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Disclosure documents Division 39
Regulation 10.2.200
Corporations Regulations 2001 195
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 39—Disclosure documents
10.2.200 Disclosure documents—cooling-off period
(1) For section 1444 of the Act, this regulation applies in relation to a
document if:
(a) the document is a prospectus or other disclosure document
for a financial product; and
(b) the issuer of the financial product is a regulated principal to
which Division 2 of Part 7.9 of the Act does not apply in
relation to the financial product; and
(c) the particular document:
(i) was publicly available; or
(ii) had been distributed to users; or
(iii) had been lodged with ASIC; or
(iv) was otherwise in existence and in use, or available for
use;
before the FSR commencement.
(2) The issuer of the financial product is not civilly or criminally liable
in relation to information about the cooling off regime applying
after the FSR commencement if:
(a) the confirmation of the transaction:
(i) provides a statement of the cooling-off regime that
applies in respect of the acquisition of that product; and
(ii) states that the information in the confirmation of the
transaction supersedes the information in that document;
or
(b) the responsible person amends the disclosure document to
include information on any cooling-off regime.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 40 Telephone monitoring during takeovers
Regulation 10.2.201
196 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 40—Telephone monitoring during takeovers
10.2.201 Telephone monitoring
(1) For section 1444 of the Act, this regulation applies in relation to a
takeover bid:
(a) for which the bid period starts before the FSR
commencement; and
(b) to which Subdivision D of Division 5 of Part 6.5 of the Act
would apply.
(2) Subdivision D of Division 5 of Part 6.5 of the Act does not apply
to the takeover bid.
10.2.201A References to financial services licensees
For section 1444 of the Act:
(a) a reference in paragraph 648J(4)(c) of the Act to a
professional investor includes the holder of a licence of any
type granted or issued under the old Corporations Act; and
(b) a reference in subregulation 6.5.01(3) to a financial services
licensee includes the holder of a licence of any type granted
or issued under the old Corporations Act.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Requirements if Product Disclosure Statement is not in existence Division 41
Regulation 10.2.202
Corporations Regulations 2001 197
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 41—Requirements if Product Disclosure
Statement is not in existence
10.2.202 Documents equivalent to Product Disclosure Statement
(1) For section 1444 of the Act, a reference in paragraph 949A(2)(c) of
the Act to a Product Disclosure Statement includes:
(a) in relation to a managed investment product to which
Division 2 of Part 7.9 of the Act does not yet apply—a
disclosure document for the product; and
(b) in relation to a derivative to which Division 2 of Part 7.9 of
the Act does not yet apply—information mentioned in
section 1210 of the old Corporations Act; and
(c) in relation to a superannuation product to which Division 2 of
Part 7.9 of the Act does not yet apply—information
mentioned in section 153 or 159 of the SIS Act, as in force
immediately before the FSR commencement; and
(d) in relation to an RSA product to which Division 2 of Part 7.9
of the Act does not yet apply—information mentioned in
section 56 of the RSA Act, as in force immediately before the
FSR commencement.
(2) For section 1444 of the Act, subsection 949A(2) of the Act applies
in relation to a financial product:
(a) to which Division 2 of Part 7.9 of the Act does not apply; and
(b) that is not mentioned in subregulation (1);
as if paragraph 949A(2)(c) were omitted.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 42 Dealing with money received for financial product before the product is
issued
Regulation 10.2.203
198 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 42—Dealing with money received for financial
product before the product is issued
10.2.203 Payment of money into account
For section 1444 of the Act, a reference in paragraph 1017E(1)(b)
of the Act to a Product Disclosure Statement for a financial product
includes a disclosure document for the product.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Arrangements related to deposits with stock exchanges Division 43
Regulation 10.2.204
Corporations Regulations 2001 199
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 43—Arrangements related to deposits with stock
exchanges
10.2.204 Withdrawals from trust account
(1) For section 1444 of the Act, this regulation applies to the extent
that section 869 of the old Corporations Act continues to apply on
and after the FSR commencement.
(2) Section 869 of the old Corporations Act continues to apply as if
paragraph 869(1)(b) were omitted.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 44 Superannuation to which arrangements apply under the Family Law Act
1975
Regulation 10.2.205
200 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 44—Superannuation to which arrangements
apply under the Family Law Act 1975
10.2.205 Application of amendments
(1) For section 1444 of the Act, this regulation applies in relation to a
regulated principal.
(2) Subject to subregulation (3), on and after the FSR commencement,
the regulated principal must deal with a matter to which the Family
Law Legislation Amendment (Superannuation) Act 2001 applies as
if:
(a) all amendments of the SIS Act enacted before the FSR
commencement were in force on the FSR commencement;
and
(b) all amendments of the SIS Regulations enacted before the
FSR commencement were in force on the FSR
commencement; and
(c) all amendments of the RSA Act enacted before the FSR
commencement were in force on the FSR commencement;
and
(d) all amendments of the RSA Regulations enacted before the
FSR commencement were in force on the FSR
commencement; and
(e) all amendments of the Family Law (Superannuation)
Regulations 2001 enacted before the FSR commencement
were in force on the FSR commencement.
(3) Subregulation (2) applies only to the extent that dealing with a
matter in accordance with that subregulation is not inconsistent
with compliance with:
(a) the following provisions, and any associated provisions:
(i) section 153, and all the provisions of Divisions 3 and 4
of Part 19, of the Superannuation Industry (Supervision)
Act 1993 as in force immediately before the FSR
commencement;
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Superannuation to which arrangements apply under the Family Law Act 1975 Division
44
Regulation 10.2.205
Corporations Regulations 2001 201
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(ii) the version of section 153A of that Act that was
provided for in Modification Declaration no. 15 as in
force immediately before the FSR commencement,
being a declaration of modification made under
section 332 of that Act; and
(b) section 51, and all the provisions of Divisions 4 and 5 of
Part 5, of the Retirement Savings Accounts Act 1997 as in
force immediately before the FSR commencement, and any
associated provisions.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 45 Arrangements relating to certain reporting periods
Regulation 10.2.206
202 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 45—Arrangements relating to certain reporting
periods
10.2.206 Fund information for retail clients for financial products
that have an investment component: superannuation
(1) For section 1444 of the Act, this regulation applies in relation to a
fund reporting period under Subdivision 2.4.1 of the SIS
Regulations that had not ended before the FSR commencement.
(2) The fund reporting period for the financial product, worked out in
accordance with Subdivision 2.4.1, is taken to be a fund reporting
period for Subdivision 5.5 of Part 7.9 of these Regulations.
10.2.207 Periodic statements for retail clients for financial products
that have an investment component
(1) For section 1444 of the Act, this regulation applies if:
(a) a person acquired a financial product, as described in
subsection 1017D(1) of the Act; and
(b) the issuer of the financial product was a regulated principal in
relation to the financial product.
(2) The reporting period for the financial product, worked out in
accordance with the old Corporations Act, is taken to be a
reporting period for the Act.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Arrangements relating to passbook accounts Division 46
Regulation 10.2.208
Corporations Regulations 2001 203
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 46—Arrangements relating to passbook accounts
10.2.208 Periodic statements
(1) For section 1444 of the Act, this regulation applies in relation to a
basic deposit product:
(a) for which the holder of the product is provided with, and
keeps, a document commonly referred to as a ‘passbook’ into
which entries of deposits to and withdrawals from the
product are recorded by the product issuer; and
(b) that was issued before the FSR commencement.
(2) Section 1017D of the Act does not apply in relation to the basic
deposit product.
10.2.209 Confirmation of transactions
(1) For section 1444 of the Act, this regulation applies in relation to a
basic deposit product:
(a) for which the holder of the product is provided with, and
keeps, a document commonly referred to as a ‘passbook’ into
which entries of deposits to and withdrawals from the
product are recorded by the product issuer; and
(b) that was issued before the FSR commencement.
(2) Section 1017F of the Act does not apply in relation to the basic
deposit product.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 47 Agreements with unlicensed persons relating to the provision of financial
services
Regulation 10.2.210
204 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 47—Agreements with unlicensed persons relating
to the provision of financial services
10.2.210 Agreements
(1) For section 1444 of the Act, this regulation applies if:
(a) a person (person 1) enters into an agreement with another
person (person 2) in the course of an activity conducted by
person 2; and
(b) at that time, Part 7.6 of the Act does not apply to person 2 in
relation to the activity; and
(c) the activity would constitute carrying on a financial services
business if Part 7.6 of the Act applied to person 2 in relation
to the activity; and
(d) the agreement is not completed when Part 7.6 of the Act first
applies to person 2 in relation to the activity; and
(e) when Part 7.6 of the Act first applies to person 2 in relation
to the activity, person 2:
(i) does not hold an Australian financial services licence
covering the activity; and
(ii) is not exempt from the requirement to hold that licence.
(2) Division 11 of Part 7.6 of the Act applies in relation to the
agreement to the extent that that Division is not inconsistent with
Division 2 of Part 7.3 of the old Corporations Act.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Arrangements for Lloyd’s Division 48
Regulation 10.2.211
Corporations Regulations 2001 205
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 48—Arrangements for Lloyd’s
10.2.211 Lloyd’s
(1) For section 1444 of the Act, subsection 911A(1) of the Act does
not apply in relation to a financial service:
(a) that is provided by:
(i) a Lloyd’s underwriting member; or
(ii) a listed Lloyd’s syndicate of underwriting members; and
(b) to which subregulation (2) applies.
(2) The financial service must be a service in relation to which the
Lloyd’s underwriting member, or the syndicate, is regulated by
APRA at any time within 2 years after the FSR commencement.
(3) In this regulation:
Lloyd’s means the society incorporated by the Act of the United
Kingdom known as the Lloyd’s Act 1871.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 49 Hawking of certain financial products
Regulation 10.2.212
206 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 49—Hawking of certain financial products
10.2.212 Hawking of managed investment products
(1) For section 1444 of the Act, a reference in subsection 992AA(2) of
the Act to a financial services licensee includes a regulated
principal.
(2) Subregulation (1) ceases to apply in relation to a regulated
principal at the end of the transition period in relation to the
regulated principal.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional arrangements relating to Financial Services Reform legislation Part 10.2
Warrants or options to acquire issued securities Division 50
Regulation 10.2.213
Corporations Regulations 2001 207
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 50—Warrants or options to acquire issued
securities
10.2.213 Warrants or options to acquire issued securities
For section 1444 of the Act, if a warrant or option to acquire issued
securities by way of transfer is a financial product:
(a) to which the definition of securities in subsection 92(3) of
the old Corporations Act applied; and
(b) to which Chapter 6D of that Act applied;
Chapter 6D is taken to apply during the transition period for those
products.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.2 Transitional arrangements relating to Financial Services Reform legislation
Division 52 Winding up of fidelity funds if market ceases to operate
Regulation 10.2.215
208 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 52—Winding up of fidelity funds if market ceases
to operate
10.2.215 Winding up of fidelity funds if market ceases to operate
(1) For subsection 1416(1) of the Act, section 886B of the Act applies
in relation to a fidelity fund kept by the operator of a financial
market that, at a time in the transition period for the market, ceases
to operate (otherwise than because of a merger).
(2) For paragraph 886B(c) of the Act, subsection (3) applies if, at a
time during the transition period for a financial market on which
derivatives are traded, a person (the first person) ceases to operate
the market (other than because of a merger), and another person
(the second person) that is a related body corporate operates a
financial market:
(a) in relation to which, or a segment of which, there are
required, after the end of the transition period, to be
compensation arrangements approved in accordance with
Division 3 of Part 7.5 of the Act; and
(b) on which derivatives are also traded.
(3) The assets of the fidelity fund held by the first person for the
market it had operated may be:
(a) transferred to the fidelity fund held by the second person for
the market, or segment of the market, that it operates; or
(b) held as, or as part of, the fidelity fund held for the market, or
segment of the market, operated by the second person.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional provisions relating to the Corporate Law Economic Reform Program
(Audit Reform and Corporate Disclosure) Act 2004 Part 10.5
Regulation 10.5.01
Corporations Regulations 2001 209
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 10.5—Transitional provisions relating to the
Corporate Law Economic Reform
Program (Audit Reform and Corporate
Disclosure) Act 2004
10.5.01 Adoption of auditing standards made by accounting
profession before commencement (Act ss 1455(1) and (3))
(1) For subsections 1455(1) and (3) of the Act:
(a) a standard (as in force from time to time) mentioned in the
table has effect, for the purposes of the Act, as if it had been
made by the AUASB under section 336 of the Act on 1 July
2004; and
(b) a standard mentioned in Part 1 of the table has effect as if it
specified that it applies to a financial reporting period ending
on or after 1 July 2004; and
(c) a standard mentioned in Part 2 of the table has effect as if it
specified that it applies to a financial reporting period
beginning on or after 15 December 2004; and
(d) a standard mentioned in Part 3 of the table has effect as if it
specified that it applies to a financial reporting period
beginning on or after 15 June 2005.
Item AUS
No.
Title
Part 1
101 104 Glossary of Terms
102 202 Objective and General Principles Governing an Audit of a Financial
Report
Note: This standard was issued in July 2002.
103 204 Terms of Audit Engagements
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.5 Transitional provisions relating to the Corporate Law Economic Reform
Program (Audit Reform and Corporate Disclosure) Act 2004
Regulation 10.5.01
210 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Item AUS
No.
Title
104 206 Quality Control for Audit Work
Note: This standard was issued in July 2002.
105 208 Documentation
106 210 The Auditor’s Responsibility to Consider Fraud and Error in an Audit
of a Financial Report
Note: This standard was issued in January 2002.
107 212 Other Information in Documents Containing Audited Financial
Reports
108 214 Auditing in a CIS Environment
109 218 Consideration of Laws and Regulations in an Audit of a Financial
Report
110 302 Planning
111 304 Knowledge of the Business
112 306 Materiality and Audit Adjustments
113 402 Risk Assessments and Internal Controls
Note: This standard was issued in July 2002.
114 404 Audit Implications Relating to Entities Using a Service Entity
115 502 Audit Evidence
Note: This standard was issued in October 1995.
116 504 External Confirmations
117 506 Existence and Valuation of Inventory
118 508 Inquiry Regarding Litigation and Claims
119 510 Initial Engagements - Opening Balances
120 512 Analytical Procedures
121 514 Audit Sampling & Selective Testing Procedures
122 516 Audit of Accounting Estimates
123 518 Related Parties
124 520 Management Representations
125 522 Audit Evidence Implications of Externally Managed Assets of
Superannuation, Provident or Similar Funds
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional provisions relating to the Corporate Law Economic Reform Program
(Audit Reform and Corporate Disclosure) Act 2004 Part 10.5
Regulation 10.5.01
Corporations Regulations 2001 211
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Item AUS
No.
Title
126 524 The Auditor’s Use of the Work of the Actuary and the Actuary’s Use
of the Work of the Auditor in Connection with the Preparation and
Audit of a Financial Report
127 526 Auditing Fair Value Measurements & Disclosures
128 602 Using the Work of Another Auditor
129 604 Considering the Work of Internal Auditing
130 606 Using the Work of an Expert
131 702 The Audit Report on a General Purpose Financial Report
132 704 Comparatives
133 706 Subsequent Events
134 708 Going Concern
135 710 Communication with Management on Matters Arising from an Audit
136 802 The Audit Report on Financial Information Other than a General
Purpose Financial Report
137 902 Review of Financial Reports
Part 2
201 202 Objective and General Principles Governing an Audit of a Financial
Report
Note: This standard was issued in February 2004.
201A 210 The Auditor’s Responsibility to Consider Fraud and Error in an Audit
of a Financial Report
Note: This standard was issued in June 2004.
202 402 Understanding the Entity and Its Environment and Assessing the Risks
of Material Misstatements
Note: This standard was issued in February 2004.
203 406 The Auditor’s Procedures In Response to Assessed Risks
204 502 Audit Evidence
Note: This standard was issued in February 2004.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.5 Transitional provisions relating to the Corporate Law Economic Reform
Program (Audit Reform and Corporate Disclosure) Act 2004
Regulation 10.5.01
212 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Item AUS
No.
Title
Part 3
301 206 Quality Control for Audits of Historical Financial Information
Note: This standard was issued in June 2004.
(2) In this regulation:
financial reporting period, for a company, registered scheme or
disclosing entity, means a financial year or a half-year for which
the company, registered scheme or disclosing entity must prepare a
financial report.
Note: Under section 292 of the Act, a disclosing entity, public company,
large proprietary company or registered scheme must prepare a
financial report for each financial year. Under section 302 of the Act,
a disclosing entity must prepare a financial report for each half-year.
Section 323D of the Act deals with financial years and half-years.
(3) Each standard mentioned in subregulation (1) ceases to have effect
in relation to a financial reporting period that ends after 29 June
2007.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional provisions relating to the Corporations Amendment (Financial Market
Supervision) Act 2010 Part 10.15
Regulation 10.15.01
Corporations Regulations 2001 213
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 10.15—Transitional provisions relating to the
Corporations Amendment (Financial
Market Supervision) Act 2010
10.15.01 Application of Part 10.15
For subsection 1513(1) of the Act, this Part deals with matters of a
transitional, application or saving nature relating to the
amendments and repeals made by Schedule 1 to the Corporations
Amendment (Financial Market Supervision) Act 2010 (the
amending Schedule).
10.15.02 Amendments not to apply to certain operators of licensed
markets
The amendments made by the amending Schedule do not apply to
the following operators of licensed markets:
(a) BGC Partners (Australia) Pty Limited;
(b) Bloomberg Tradebook Australia Pty Ltd;
(c) Mercari Pty Ltd;
(d) Yieldbroker Pty Limited.
Note: The requirement in subsection 798H(1) of the Act for an operator of a
licensed market to comply with the market integrity rules was
introduced by one of the amendments made by the amending
Schedule.
10.15.03 Transfer of documents
(1) This regulation applies if:
(a) an operator of a licensed market, a related body corporate of
the operator, or an employee of the operator, gives
information in confidence to ASIC; and
(b) the information relates to the operation of Part 7.2 of the Act;
and
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.15 Transitional provisions relating to the Corporations Amendment (Financial
Market Supervision) Act 2010
Regulation 10.15.04
214 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(c) the information was requested by, or given to, ASIC to help
ASIC exercise its powers or perform its functions under
Part 7.2A of the Act.
(2) The information does not cease to be the subject of legal
professional privilege solely because the information has been
given to ASIC.
(3) The operator or employee:
(a) has qualified privilege in respect of the giving of the
information to ASIC; and
(b) is not liable to any person in relation to the giving of the
information to ASIC.
(4) The giving of the information to ASIC is not to be taken to be:
(a) a contravention of a law, including a law relating to privacy
or confidentiality; or
(b) a breach of contract or duty to a person.
10.15.04 Notifications, consents, waivers, etc
(1) This regulation applies if:
(a) an operator of a licensed market gave a written waiver,
consent, recognition, accreditation, approval, determination,
exemption or notification to a participant in the licensed
market under the operating rules of the licensed market; and
(b) the power or obligation in the operating rules to give the
waiver, consent, recognition, accreditation, approval,
determination, exemption or notification is incorporated into
the market integrity rules.
(2) The waiver, consent, recognition, accreditation, approval,
determination, exemption or notification:
(a) is taken to have been given by ASIC under the market
integrity rules; and
(b) will continue in its existing form, and continue to have the
same effect, (as given under the operating rules) unless ASIC
determines that it should be amended or revoked.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional provisions relating to the Corporations Amendment (Financial Market
Supervision) Act 2010 Part 10.15
Regulation 10.15.05
Corporations Regulations 2001 215
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) ASIC may:
(a) determine that a waiver, consent, recognition, accreditation,
approval, determination, exemption or notification is no
longer appropriate; and
(b) determine, in writing, that the waiver, consent, recognition,
accreditation, approval, determination, exemption or
notification is amended or revoked as provided in the
determination.
(4) If ASIC proposes to make a determination under subregulation (3),
ASIC must give reasonable notice to the participant before making
the determination.
10.15.05 Notification given by participant to operator of licensed
market
(1) This regulation applies if:
(a) a participant in a licensed market gave the operator of the
licensed market a written notification or certification under
the operating rules of the licensed market; and
(b) the power or obligation in the operating rules to give the
notification or certification is incorporated into the market
integrity rules.
(2) The notification or certification:
(a) is taken to have been given to ASIC by the participant under
the market integrity rules; and
(b) will continue in its existing form, and continue to have the
same effect, (as given under the operating rules) unless ASIC
otherwise determines.
(3) ASIC may:
(a) determine that a notification or certification is no longer
appropriate; and
(b) determine, in writing, that the notification or certification is
amended or revoked as provided in the determination.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.15 Transitional provisions relating to the Corporations Amendment (Financial
Market Supervision) Act 2010
Regulation 10.15.06
216 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(4) If ASIC proposes to make a determination under subregulation (3),
ASIC must give reasonable notice to the participant before making
the determination.
10.15.06 Registers
If:
(a) an operator of a licensed market kept a register under, or in
relation to, the operating rules of the licensed market; and
(b) the relevant operating rules are incorporated into the market
integrity rules;
the register is taken to be kept by ASIC under, or in relation to, the
market integrity rules.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional provisions relating to Corporations Amendment (Further Future of
Financial Advice Measures) Act 2012 Part 10.18
Corporations Regulations 2001 217
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 10.18—Transitional provisions relating to
Corporations Amendment (Further Future
of Financial Advice Measures) Act 2012
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.19 Transitional matters relating to MySuper measures
Regulation 10.19.01
218 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 10.19—Transitional matters relating to
MySuper measures
10.19.01 Changes to product disclosure statements and periodic
statements
(1) The amendments made by items 7 to 68 and 70 to 86 of Schedule 1
to the Superannuation Legislation Amendment (MySuper
Measures) Regulation 2013 (the amending items) apply to:
(a) Product Disclosure Statements given:
(i) for a superannuation product—on or after 31 December
2013; or
(ii) for a managed investment product—on or after 1 July
2014; and
(b) periodic statements given under section 1017D of the Act in
relation to reporting periods ending:
(i) for a superannuation product—on or after 31 December
2013; or
(ii) for a managed investment product—on or after 1 July
2014.
(2) If:
(a) a Product Disclosure Statement is given during the transition
period; and
(b) were the amendments made by the amending items to apply
during the transition period, the Product Disclosure
Statement would comply with Schedule 10 or Schedule 10D
(as the case requires);
the Product Disclosure Statement is taken to comply with
Schedule 10 or Schedule 10D (as the case requires).
(3) If:
(a) a periodic statement under section 1017D of the Act is given
during the transition period; and
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional matters relating to MySuper measures Part 10.19
Regulation 10.19.01
Corporations Regulations 2001 219
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) were the amendments made by the amending items to apply
during the transition period, the periodic statement would
comply with Schedule 10;
the periodic statement is taken to comply with the Schedule.
(4) For the purposes of this regulation, the transition period is a
period:
(a) for a superannuation product—beginning on 1 July 2013 and
ending on 30 December 2013; or
(b) for a managed investment product—beginning on 1 July
2013 and ending on 30 June 2014.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.20 Transitional matters relating to relevant providers and persons who control
body corporate licensees
Division 1 Introduction
Regulation 10.20.01
220 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 10.20—Transitional matters relating to
relevant providers and persons who control
body corporate licensees
Division 1—Introduction
10.20.01 Simplified outline of this Part
Regulation 7.6.06B establishes a register of relevant providers that
contains information that is provided under Schedule 8D to these
Regulations.
The provisions in Schedule 8D begin to apply on 9 March 2015.
However, between 9 March 2015 and 30 September 2015, this Part
changes how those provisions apply.
Initially, information is gathered on those who are relevant
providers between 1 January and 30 March 2015 (except if they
cease to be relevant providers before 9 March 2015).
A person who is required to lodge a notice under section 922D of
the Act in relation to relevant providers must choose a day in the
period between 1 January and 30 March 2015 (called the start day).
The first notice that the person lodges under section 922D must
cover all of the person’s relevant providers on the start day. The
notice must include all information, except information about
educational qualifications and professional memberships. That
information is provided in a later notice.
A person may also be required to lodge a notice under section 922J
in relation to those who control a body corporate licensee on the
start day.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional matters relating to relevant providers and persons who control body
corporate licensees Part 10.20
Introduction Division 1
Regulation 10.20.02
Corporations Regulations 2001 221
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Some of the information initially provided may change. Significant
changes (such as changes about the kinds of relevant financial
products the relevant provider may provide advice on and changes
to financial services licensees) can be notified to ASIC after 1 May
2015. Other changes can be notified to ASIC after 1 October 2015.
Persons may become relevant providers or begin to control body
corporate licensees after 30 March 2015 but before 30 September
2015. The provisions apply in a similar way to those persons.
From 1 October 2015, the provisions in Schedule 8D to these
Regulations apply as they appear in that Schedule.
10.20.02 Object of this Part
This Part provides transitional and application provisions in
relation to:
(a) Schedule 8D to these Regulations which notionally inserts
sections 922C to 922P into the Act; and
(b) the register of relevant providers established under
regulation 7.6.06B.
10.20.03 Definitions
References to sections 922C to 922P of the Act
(1) A reference in this Part to any of sections 922C to 922P (or a
provision of that section) is a reference to that section (or
provision) of the Act as notionally inserted into the Act by
Schedule 8D to these Regulations.
Meaning of start day
(2) In this Part, start day has the meaning given by
subsection 10.20.05(1).
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.20 Transitional matters relating to relevant providers and persons who control
body corporate licensees
Division 2 General application provision for Schedule 8D
Regulation 10.20.04
222 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 2—General application provision for Schedule 8D
10.20.04 General application provision for Schedule 8D
The modifications of the Act in Schedule 8D apply, subject to this
Part, on and after 9 March 2015 in relation to:
(a) a person who is a relevant provider immediately before that
day; and
(b) a person who becomes a relevant provider on or after that
day; and
(c) a body corporate that is a body corporate licensee
immediately before that day; and
(d) a body corporate that becomes a body corporate licensee on
or after that day.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional matters relating to relevant providers and persons who control body
corporate licensees Part 10.20
Pre-existing and new relevant providers and controllers during the transitional period
Division 3
Regulation 10.20.05
Corporations Regulations 2001 223
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 3—Pre-existing and new relevant providers and
controllers during the transitional period
10.20.05 Application of this Division
(1) A person must choose a day (the start day) between 1 January
2015 and 30 March 2015 if, immediately before 9 March 2015, the
person is:
(a) a financial services licensee; and
(b) authorised to provide personal advice in relation to relevant
financial products to retail clients.
Pre-existing relevant providers and controllers
(2) This Division applies in relation to:
(a) a person who is a relevant provider immediately before the
start day chosen by the person who, as a result of
regulation 10.20.06, is required to lodge a notice under
section 922D in relation to the relevant provider; and
(b) a person who controls a body corporate licensee immediately
before the start day chosen by the person who, as a result of
regulation 10.20.10, is required to lodge a notice under
section 922J in relation to the body corporate licensee.
Persons who become relevant providers after initial information
gathering period but before 30 September 2015
(3) This Division also applies in relation to:
(a) a person who becomes a relevant provider:
(i) if the person (the notice lodger) who is required to
lodge a notice under section 922D in relation to the
relevant provider has chosen a start day—after the start
day for the notice lodger and before 30 September 2015;
or
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.20 Transitional matters relating to relevant providers and persons who control
body corporate licensees
Division 3 Pre-existing and new relevant providers and controllers during the
transitional period
Regulation 10.20.06
224 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(ii) otherwise—after 30 March 2015 and before
30 September 2015; and
(b) a person (the controller) who begins to control a body
corporate licensee:
(i) if the person (the notice lodger) who is required to
lodge a notice under section 922J in relation to the
controller has chosen a start day—after the start day for
the notice lodger and before 30 September 2015; or
(ii) otherwise—after 30 March 2015 and before
30 September 2015.
10.20.06 Notices under section 922D—initial lodgement of
information
(1) Section 922D applies in relation to a relevant provider referred to
in paragraph 10.20.05(2)(a) as if:
(a) subsection 922D(1) required a notice to be lodged in relation
to the relevant provider as if the relevant provider had
become a relevant provider on the start day chosen by the
person who, as a result of this subregulation, is required to
lodge the notice; and
(b) subsection 922D(1) did not require the information in
paragraph 922E(1)(g) or 922F(1)(j) (information about
educational qualifications and professional memberships) to
be included in the notice; and
(c) subsection 922L(2) required the notice to be lodged within
the period:
(i) starting on 9 March 2015; and
(ii) ending on 30 March 2015.
Note 1: This notice does not include information about the relevant provider’s
educational qualifications or professional memberships. That
information is required to be lodged in a separate notice (see
regulation 10.20.07).
Note 2: After 30 March 2015, notices can be lodged normally under
section 922D (excluding information about educational qualifications
and professional memberships).
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional matters relating to relevant providers and persons who control body
corporate licensees Part 10.20
Pre-existing and new relevant providers and controllers during the transitional period
Division 3
Regulation 10.20.07
Corporations Regulations 2001 225
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) Section 922D applies in relation to a relevant provider referred to
in paragraph 10.20.05(3)(a) who becomes a relevant provider
before 23 May 2015 as if subsection 922D(1) did not require the
information in paragraph 922E(1)(g) or 922F(1)(j) (information
about educational qualifications and professional memberships) to
be included in the notice.
10.20.07 Notices under section 922D—later notice about educational
qualifications and professional memberships
(1) This section applies in relation to:
(a) a relevant provider referred to in paragraph 10.20.05(2)(a);
and
(b) a relevant provider referred to in paragraph 10.20.05(3)(a)
who becomes a relevant provider before 23 May 2015.
(2) Section 922D also applies in relation to the relevant provider as if:
(a) subsection 922D(1) required an additional notice to be
lodged in relation to the relevant provider; and
(b) the only information required to be included in the additional
notice under subsection 922D(1) was the information in
paragraph 922E(1)(g) or 922F(1)(j) (information about
educational qualifications and professional memberships);
and
(c) subsection 922L(2) required the additional notice to be
lodged within the period:
(i) starting on 23 May 2015; and
(ii) ending on 30 May 2015.
Note: After 30 May 2015, notices can be lodged normally under
section 922D.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.20 Transitional matters relating to relevant providers and persons who control
body corporate licensees
Division 3 Pre-existing and new relevant providers and controllers during the
transitional period
Regulation 10.20.08
226 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.20.08 Notices under section 922H—important changes before
30 April 2015
(1) This regulation applies if:
(a) a notice is lodged under section 922D in relation to a relevant
provider before 30 April 2015; and
(b) there is a change in a matter for the relevant provider at any
time during the period ending on that day; and
(c) the change relates to a matter that is:
(i) referred to in paragraph 922E(1)(b) or (d) or 922F(1)(c)
or (d) or subparagraph 922F(1)(g)(ii) (information about
financial services licensees); or
(ii) referred to in paragraph 922E(1)(e) or 922F(1)(h)
(information about relevant financial products); or
(iii) the relevant provider ceasing to be a relevant provider.
(2) Section 922H applies as if subsection 922L(2) required a notice to
be lodged within the period:
(a) starting on 1 May 2015; and
(b) ending 30 business days after that day.
Note: After 30 April 2015, notices about changes referred to in
paragraph (1)(c) of this regulation can be lodged normally under
section 922H.
10.20.09 Notices under section 922H—other changes before
30 September 2015
(1) This regulation applies if:
(a) a notice is lodged under section 922D in relation to a relevant
provider before 30 September 2015; and
(b) there is a change in a matter for the relevant provider at any
time during the period ending on 30 September 2015; and
(c) the change is of a kind that is not referred to in
paragraph 10.20.08(1)(c).
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional matters relating to relevant providers and persons who control body
corporate licensees Part 10.20
Pre-existing and new relevant providers and controllers during the transitional period
Division 3
Regulation 10.20.10
Corporations Regulations 2001 227
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(2) Section 922H applies as if subsection 922L(2) required a notice to
be lodged within the period:
(a) starting on 1 October 2015; and
(b) ending 30 business days after that day.
Note: After 30 September 2015, notices can be lodged normally under
section 922H.
10.20.10 Notices under section 922J—pre-existing body corporate
licensees
Section 922J applies in relation to a body corporate licensee
referred to in paragraph 10.20.05(2)(b) as if:
(a) subsection 922J(1) required a notice to be lodged in relation
to the person who controls the licensee; and
(b) subsection 922L(2) required the notice to be lodged within
the period:
(i) starting on 9 March 2015; and
(ii) ending on 30 March 2015; and
(c) subsection 922J(1) did not require the information in
paragraph 922J(2)(d) (start day for control) to be included in
the notice.
10.20.11 Notices under section 922J—controllers during transition
period
(1) This section applies in relation to a controller referred to in
paragraph 10.20.05(3)(b).
(2) Section 922J applies as if subsection 922L(2) required a notice to
be lodged within the period:
(a) starting on 1 October 2015; and
(b) ending 30 business days after that day.
Note: After 30 September 2015, notices can be lodged normally under
section 922J.
Federal Register of Legislative Instruments F2015C00303
Chapter 10 Repeals
Part 10.20 Transitional matters relating to relevant providers and persons who control
body corporate licensees
Division 3 Pre-existing and new relevant providers and controllers during the
transitional period
Regulation 10.20.12
228 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
10.20.12 Notices under section 922K—ceasing to control a
pre-existing body corporate licensees
(1) This regulation applies if a person ceases to control a body
corporate licensee at any time during the period ending on
30 September 2015.
(2) Section 922K applies as if subsection 922L(2) required a notice to
be lodged within the period:
(a) starting on 1 October 2015; and
(b) ending 30 business days after that day.
Note: After 30 September 2015, notices about persons who cease to control
body corporate licensees can be lodged normally under section 922K.
10.20.13 Change in matter within 30 business days
Subsection 922P(2) does not apply during the period starting on
9 March 2015 and ending on 30 September 2015.
10.20.14 Application of regulations 10.20.06 to 10.20.13
To avoid doubt, regulations 10.20.06 to 10.20.13 apply for the
purposes of:
(a) section 922M; and
(b) the Corporations (Fees) Regulations 2001.
Federal Register of Legislative Instruments F2015C00303
Repeals Chapter 10
Transitional matters relating to relevant providers and persons who control body
corporate licensees Part 10.20
Other application provisions Division 4
Regulation 10.20.15
Corporations Regulations 2001 229
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 4—Other application provisions
10.20.15 Application—relevant provider numbers
Regulation 7.6.06A applies in relation to a person who is a relevant
provider on or after 31 March 2015 (whether he or she became a
relevant provider before, on or after that day).
10.20.16 Application—register of relevant providers
(1) Regulations 7.6.06B (except paragraph 7.6.06B(2)(q)) and 7.6.06C
apply on and after 31 March 2015.
(2) Paragraph 7.6.06B(2)(q) applies on and after 31 May 2015.
10.20.17 Application—prescribed registers
The amendments of regulations 9.1.01 and 9.1.02 made by the
Corporations Amendment (Register of Relevant Providers)
Regulation 2015 apply on and after 31 March 2015.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.1 Preliminary
Regulation 12.1.01
230 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Chapter 12—Financial sector reform
Part 12.1—Preliminary
12.1.01 Definitions for Chapter 12
In this Chapter:
AFIC means the Australian Financial Institutions Commission.
APRA transitional prudential standard has the meaning given by
regulation 11 of the Financial Sector Reform (Amendments and
Transitional Provisions) Regulations 1999.
Financial Institutions Code of a State or Territory has the
meaning given by clause 1 of Schedule 4 to the Act.
Financial Sector Reform Act means the Financial Sector Reform
(Amendments and Transitional Provisions) Act (No. 1) 1999.
Friendly Societies Code of a Stae or Territory has the meaning
given by clause 1 of Schedule 4 to the Act.
member share has the meaning given by regulation 12.8.03.
previous governing Code has the meaning given by clause 1 of
Schedule 4 to the Act.
replaced legislation has the meaning given by subitem 22(7) of
Schedule 8 to the Financial Sector Reform Act.
SSA (State Supervisory Authority) has the meaning given by
clause 1 of Schedule 4 to the Act.
transfer date means the date that is the transfer date for the
purposes of the Financial Sector Reform Act.
transferring financial institution of a State or Territory has the
meaning given by clause 1 of Schedule 4 to the Act.
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Preliminary Part 12.1
Regulation 12.1.02
Corporations Regulations 2001 231
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
transition period means the period of 18 months starting on the
transfer date.
Note: See the definition of Corporations Regulations in section 40A of the
Acts Interpretation Act 1901.
12.1.02 Application of this Chapter to previous governing Codes etc
A reference in this Chapter to:
(a) a previous governing Code; or
(b) a provision of a previous governing Code; or
(c) an instrument under a previous governing Code; or
(d) a provision of an instrument under a previous governing
Code;
that is applied by or under this Chapter includes a reference to the
Code, provision or instrument as varied or modified by or under
this Chapter.
12.1.03 Interpretation of applied provisions
(1) Subregulation (2) applies to a provision of the following
instruments:
(a) a previous governing Code that is applied by or under a
provision of this Chapter;
(b) an instrument made under a Code mentioned in paragraph (a)
that is applied by or under this Chapter;
(c) an ASIC transitional standard within the meaning of
Part 12.7 or an instrument made under a provision of the
standard.
(2) This subregulation applies if there is a reference in the provision to
any of the following:
(a) a word or expression that is defined in the Act or these
Regulations;
(b) a power exercised by AFIC or an SSA;
(c) a class of body;
(d) the rules of a body;
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.1 Preliminary
Regulation 12.1.03
232 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(e) the accounts, or group accounts, of a body;
(f) a previous governing Code or a provision of the Code;
(g) an ASIC transitional standard within the meaning of
Part 12.7 or a provision of the standard;
(h) an APRA transitional prudential standard or a provision of
the standard;
(i) an instrument made under a Code, an ASIC transitional
standard, an APRA transitional prudential standard or a
provision of the instrument.
(3) A word or expression that is defined in the Act or these regulations
applies to each use of the word or expression unless the contrary
intention appears.
(4) A reference to a power exercised by AFIC or an SSA is to be read
as if it were a reference to an equivalent power exercised by ASIC
under the Act, these regulations, another Commonwealth law or an
ASIC transitional standard.
(5) A reference to a class of body is to be read as if it were the
comparable class of company after the transition date.
(6) A reference to the rules of a body is to be read as if it were a
reference to the constitution of the body.
(7) A reference to accounts, or group accounts, of a body is to be read
as if it were a reference to a financial report, or consolidated
financial statements, of the body.
(8) A reference to any matter mentioned in subregulation (2) is to be
read in a way that:
(a) is consistent with, and promotes, the transition from the
application of a previous governing Code to a transferring
financial institution of a State or Territory to the application
to the institution of the Act and these regulations; and
(b) is consistent with the duties, functions and powers of ASIC
or an SSA; and
(c) does not alter the interpretation or operation of the instrument
in which the reference appears.
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Transitional matters—general Part 12.2
Other matters Division 2
Regulation 12.2.08
Corporations Regulations 2001 233
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 12.2—Transitional matters—general
Division 2—Other matters
12.2.08 Lodgment of certain documents with ASIC
For clause 39 of Schedule 4 to the Act, if the Friendly Societies
Code of a State or Territory applied to a transferring financial
institution of a State or Territory immediately before the transfer
date, the transferring financial institution may lodge with ASIC a
document that had been lodged with AFIC at any time before the
transfer date under that Code.
12.2.10 Certain appointments of auditors continue
(1) For clause 39 of Schedule 4 to the Act, this regulation applies if a
person or body held an appointment, immediately before the
transfer date, under a previous governing Code or the Friendly
Societies Act 1894 of Western Australia as the auditor of a
transferring financial institution.
(2) Section 324 of the Act applies to the person or body as if the
person or body had been appointed under section 327 of the Act as
the auditor of the transferring financial institution.
12.2.12 Converted shares
(1) For clause 39 of Schedule 4 to the Act, this regulation modifies the
application of section 254K of the Act in relation to a share in a
company that is converted in accordance with regulation 12.2.04 to
a share of another kind.
(2) If the share is partly-paid, the company may redeem the share on
the same terms on which the share was redeemable before its
conversion.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.4 Notice of meetings of certain bodies corporate
Regulation 12.4.01
234 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 12.4—Notice of meetings of certain bodies
corporate
12.4.01 Application of Part
(1) This Part applies to a body corporate that is:
(a) a transferring financial institution of a State or Territory; or
(b) a company that is permitted to use the expression building
society, credit society or credit union under section 66 of the
Banking Act 1959.
(2) This Part applies in relation to the following members of the body
corporate who are entitled to vote at a meeting of members of the
body:
(a) members who hold only member shares;
(b) if the body is a company limited by guarantee—the members
of the company;
(c) if the body is a company limited by shares and guarantee—
the members of the company who do not hold shares in the
company.
(3) This Part does not apply in relation to a meeting:
(a) that is held for the purposes of Chapter 5 or 6 of the Act; or
(b) to which Part 5 of Schedule 4 to that Act applies.
12.4.02 Modification of certain provisions of Act
For clause 38 of Schedule 4 to the Act, this Part modifies the
application of subsection 249H(1), section 249J,
subsection 249P(6) and paragraph 249Z(b) of the Act in relation to
the members of the body corporate.
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Notice of meetings of certain bodies corporate Part 12.4
Regulation 12.4.03
Corporations Regulations 2001 235
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
12.4.03 Members etc may elect to be notified of meetings
(1) The body corporate may give notice to a member, or to an
applicant for membership, of the body corporate that he or she may
elect to receive notice under subsection 249J(1) of the Act of
meetings of members of the body corporate.
(2) The notice must include a statement to the effect that:
(a) attendance at the AGM, and other meetings of members, of
the body corporate enables the members:
(i) to participate in the governance of the body corporate;
and
(ii) to ask questions about, and comment on, the
management of the body corporate, its financial
standing and performance; and
(iii) to ask the auditor of the body corporate questions about
the conduct of the audit of the body corporate and the
preparation and content of the auditor’s report; and
(iv) to vote on any proposal to amend the constitution of the
body corporate or on any other matter in relation to the
management of the body corporate; and
(b) notice of meetings informs members about matters in relation
to which they may wish to attend a meeting; and
(c) a member of the body corporate who is entitled to attend, and
cast a vote at, a meeting may appoint a proxy to attend and
vote for the member at the meeting; and
(d) if the member does not elect to receive notice, the body
corporate is not required to give notice of its meetings to the
member; and
(e) despite a member of the body corporate electing not to
receive notice of its meetings, or not making an election, the
member may at any time request the body corporate to give
the member personal notice of the meetings.
(3) The member or applicant is taken not to have made an election if
the body corporate has not received the election within 21 days of
the notice being given in accordance with subregulation (1).
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.4 Notice of meetings of certain bodies corporate
Regulation 12.4.04
236 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(4) If the member elects not to receive notice of meetings, or does not
make an election, subsection 249H(1), section 249J,
subsection 249P(6) and paragraph 249Z(b) of the Act do not apply
to the body corporate in relation to the member.
(5) If the applicant elects not to receive notice of meetings, or does not
make an election, subsection 249H(1), section 249J,
subsection 249P(6) and paragraph 249Z(b) of the Act do not apply
to the body corporate in relation to the applicant if he or she
becomes a member of the body corporate to whom this Part
applies.
12.4.04 Notice of meetings to be published in press
(1) If the body corporate gives notice under subregulation 12.4.03(1),
notice of a meeting of the body corporate must be given in
accordance with this regulation.
(2) The notice must be published, at least 21 days before the day on
which the meeting is to be held, in at least 1 edition of a daily
newspaper circulating generally in each State or Territory in which
the body corporate conducts its business.
(3) The notice must:
(a) set out the date and time when, and the place where, the
meeting is to be held; and
(b) state the general nature of the business proposed for the
meeting; and
(c) include a statement to the effect that a member of the body
corporate who is entitled to vote at the meeting may request
the body corporate to give the member personal notice of the
meeting; and
(d) set out information about how a member may request the
body corporate to give the member personal notice of the
meeting.
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Notice of meetings of certain bodies corporate Part 12.4
Regulation 12.4.05
Corporations Regulations 2001 237
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
12.4.05 Copies of notices to be displayed
If the body corporate gives notice under subregulation 12.4.03(1),
notice of a meeting of the body corporate must be displayed
conspicuously, for at least 21 days before the day on which the
meeting is to be held, at:
(a) the registered office of the body corporate; and
(b) each other place where the body corporate conducts business
that is open to the public.
12.4.06 Members may request notice of meetings at any time
(1) The member may request the body corporate to give notice of a
meeting to the member under subsection 249J(1) of the Act.
(2) The request may be a standing request or only apply to a particular
meeting.
(3) If the member makes a request under subregulation (1),
subsection 249H(1), section 249J, subsection 249P(6) and
paragraph 249Z(b) of the Act apply to the body corporate in
relation to:
(a) the member; and
(b) a meeting to which the request relates.
(4) However, if the member requests the body corporate to give notice
of a meeting within 21 days of the day on which the meeting is to
be held, the body corporate must give notice of the meeting to the
member as soon as practicable.
12.4.07 Records to be kept about notices
A body corporate must, not later than 28 days after a notice is
given under subregulation 12.4.03(1) to a member of the body
corporate, record in writing:
(a) the date on which the notice was given to the member; and
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.4 Notice of meetings of certain bodies corporate
Regulation 12.4.07
238 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) whether the member elected to receive notice of meetings of
members of the body corporate.
Example of recording: An entry made in a register kept under Chapter 2C of the
Act.
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Determinations and declarations in relation to certain instruments Part 12.5
Regulation 12.5.01
Corporations Regulations 2001 239
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 12.5—Determinations and declarations in
relation to certain instruments
12.5.01 Definition for Part 12.5
In this Part:
relevant transitional instrument or requirement means:
(a) an instrument (as in force immediately before the transfer
date) that was made by AFIC, or an SSA, under a provision
of the replaced legislation in relation to a matter for which
ASIC is responsible for which no transitional, saving or
application provision applies on that date in:
(i) the Act, the Financial Sector Reform Act or another
Commonwealth Act; or
(ii) these regulations or any other regulations, or another
instrument, made under a Commonwealth Act; or
(b) a requirement under the provisions mentioned in
paragraph 272(1)(a) of the Financial Institutions Code of a
State or Territory; or
(c) a requirement under the provisions mentioned in
paragraph 334(1)(a) of the Friendly Societies Code of a State
or Territory; or
(d) the ASIC transitional standards within the meaning of
Part 12.7; or
(e) an instrument made under an instrument or provision
mentioned in paragraph (a), (b), (c) or (d).
12.5.02 Application, variation, revocation and modification
(2) For clause 39 of Schedule 4 to the Act, ASIC may, by declaration:
(a) vary or revoke a relevant transitional instrument or
requirement, or a determination under subregulation (1), that
applies on the day on which the determination is made; or
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.5 Determinations and declarations in relation to certain instruments
Regulation 12.5.03
240 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) modify the application of a relevant transitional instrument or
requirement that applies on the day on which the
determination is made.
(3) However, ASIC must not vary or modify a relevant transitional
instrument or requirement, or a determination, in relation to an
obligation, contravention of which results in the commission of an
offence, so as to make it more difficult to comply with the
obligation.
(4) Also, ASIC must consult with APRA before:
(a) varying or revoking an ASIC transitional standard that is also
an APRA transitional prudential standard; or
(b) modifying the application of an ASIC transitional standard
that is also an APRA transitional prudential standard.
(5) A failure to comply with subregulation (4) does not affect the
action taken by ASIC.
12.5.03 Effect of determinations and declarations
A relevant transitional instrument or requirement has effect subject
to a determination or declaration that applies to the instrument or
requirement.
12.5.04 Publication of determinations and declarations
(1) If a relevant transitional instrument or requirement to which a
determination or declaration relates was, before the transfer date,
subject under a previous governing Code to a publication
requirement corresponding to publication in the Gazette, the
determination or declaration must be published in the Gazette.
(2) If a relevant transitional instrument or requirement to which a
determination or declaration applies was not, before the transfer
date, subject under a previous governing Code to a publication
requirement corresponding to publication in the Gazette, a copy of
the determination or declaration must be:
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Determinations and declarations in relation to certain instruments Part 12.5
Regulation 12.5.05
Corporations Regulations 2001 241
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(a) given to each transferring financial institution of a State or
Territory to which the relevant transitional instrument or
requirement applies; or
(b) otherwise made available to the institution.
12.5.05 When determinations and declarations take effect
A determination or declaration takes effect on the day stated in the
determination or declaration.
12.5.06 Inspection and purchase of copies of instruments
(1) ASIC must take reasonable steps to ensure that copies of the
current text of the following relevant transitional instruments or
requirements are available for inspection and purchase:
(a) each provision of an instrument mentioned in paragraph (b)
or (c) of the definition of relevant transitional instrument or
requirement in regulation 12.5.01 that is the subject of a
determination or declaration under subregulation 12.5.02(1)
or (2);
(b) each ASIC transitional standard.
(2) A failure to comply with subregulation (1) does not affect the
operation of a relevant transitional instrument or requirement.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.6 Financial reporting by certain bodies corporate
Regulation 12.6.01
242 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 12.6—Financial reporting by certain bodies
corporate
12.6.01 Application of Part
(1) This Part applies to a body corporate that is:
(a) a transferring financial institution of a State or Territory; or
(b) a company that is permitted to use the expression building
society, credit society or credit union under section 66 of the
Banking Act 1959.
(2) This Part applies in relation to the following members of the body
corporate:
(a) members who hold only member shares;
(b) if the body is a company limited by guarantee—the members
of the company;
(c) if the body is a company limited by shares and guarantee—
the members of the company who do not hold shares in the
company.
12.06.01A Annual financial reporting
For section 343 of the Act, the operation of Chapter 2M of the Act,
in relation to a company limited by guarantee that is mentioned in
paragraphs 12.06.01(2)(b) and (c), is modified by omitting
subsections 314(1AAA) and 316(5) and section 316A of the Act.
12.6.02 Modification of certain provisions of Act
For clause 38 of Schedule 4 to the Act, this Part modifies the
application of section 314 of the Act in relation to the members of
the body corporate.
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Financial reporting by certain bodies corporate Part 12.6
Regulation 12.6.03
Corporations Regulations 2001 243
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
12.6.03 Members etc may elect to receive reports
(1) The body corporate may give notice to a member, or to an
applicant for membership, of the body corporate that he or she may
elect to receive:
(a) the reports mentioned in paragraph 314(1)(a) of the Act; or
(b) if the body corporate prepares concise reports mentioned in
paragraph 314(1)(b) of the Act, those reports.
(2) The notice must include a statement to the effect that:
(a) a report mentioned in subregulation (1) sets out information
about:
(i) the financial position and performance of the body
corporate; and
(ii) the efficiency with which the body corporate is being
managed; and
(iii) the financial risks to which the body corporate is
exposed; and
(b) if the member does not elect to receive a report, the body
corporate is not required to send copies of the reports or
concise reports mentioned in subregulation (1) to the
member; and
(c) despite a member of the body corporate electing not to
receive those reports or concise reports, or not making an
election, the member may at any time elect to receive the
relevant reports.
(3) The member or applicant is taken not to have elected to receive a
report if the body corporate has not received the election within 21
days of notice being given in accordance with subregulation (1).
(4) If the member elects not to receive the reports or concise reports
mentioned in subregulation (1), or does not make an election,
section 314 of the Act does not apply to the body corporate in
relation to the member.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.6 Financial reporting by certain bodies corporate
Regulation 12.6.04
244 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(5) If the applicant elects not to receive the reports or concise reports
mentioned in subregulation (1), or does not make an election,
section 314 of the Act does not apply to the body corporate in
relation to the applicant if he or she becomes a member of the body
corporate to whom this Part applies.
12.6.04 Copies of reports to be available to members
(1) If the body corporate gives notice under subregulation 12.6.03(1),
it must make copies of the relevant reports mentioned in that
subregulation available for collection by its members at:
(a) the registered office of the body corporate; and
(b) every other place where the body corporate conducts
business that is open to the public.
(2) Copies of the reports must be made available by the body corporate
from the deadline mentioned in subsection 315(1) of the Act for
reporting to members until 1 month after the day on which its next
AGM after the end of the financial year is held.
12.6.05 Records to be kept about notices
A body corporate must, not later than 28 days after a notice is
given under subregulation 12.6.03(1) to a member of the body
corporate, record in writing:
(a) the date on which the notice was given to the member; and
(b) whether the member elected to receive the reports or concise
report mentioned in that subregulation.
Example of recording: An entry made in a register kept under Chapter 2C of the
Act.
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Other disclosure Part 12.7
Preliminary Division 1
Regulation 12.7.01
Corporations Regulations 2001 245
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 12.7—Other disclosure
Division 1—Preliminary
12.7.01 Definitions for Part 12.7
In this Part:
ASIC transitional standard means:
(a) a provision of a previous governing Code that is specified in
Schedule 12; or
(b) an instrument made under a provision mentioned in
paragraph (a).
relevant financial institution means the following bodies:
(a) a transferring financial institution of a State or Territory;
(b) a company that is permitted to use the expression, building
society, credit society or credit union under section 66 of the
Banking Act 1959;
(c) a friendly society;
(d) an Australian ADI to which a declaration under
regulation 12.7.02 applies.
12.7.02 Declarations by ASIC
(1) This regulation applies, in relation to an Australian ADI, on:
(a) the initiative of ASIC; or
(b) application made to ASIC in writing by the ADI or another
person.
(2) ASIC may declare that the Australian ADI conducts financial
business of the same kind as the financial business of a transferring
financial institution of a State or Territory that was, immediately
before the transfer date, registered as a Special Services Provider
under the AFIC Code of a State or Territory.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.7 Other disclosure
Division 1 Preliminary
Regulation 12.7.02
246 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(3) A declaration:
(a) must be in writing given to the Australian ADI; and
(b) takes effect when the declaration, or a copy of the
declaration, is given to that ADI.
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Other disclosure Part 12.7
Continued application of certain provisions Division 2
Regulation 12.7.03
Corporations Regulations 2001 247
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 2—Continued application of certain provisions
12.7.03 Continuation of certain provisions of previous governing
Codes
(1) For clause 39 of Schedule 4 to the Act, this regulation applies
provisions (as modified in this regulation) of a previous governing
Code to a relevant financial institution if, immediately before the
transfer date, the provisions applied to the institution.
(2) Subsection 402(1) of the Financial Institutions Code, and
section 79 of the Friendly Societies Code, of a State or Territory
apply, as a law of the Commonwealth, to the relevant financial
institution as if:
(a) a reference to a financial body or a society were a reference
to the relevant financial institution; and
(b) a reference to applicable standards were a reference to the
ASIC transitional standards.
(3) However, subsections 255(6), (7) and (8) of the Financial
Institutions Code of a State or Territory apply in relation to a
special resolution of the relevant financial institution that amends a
provision of the constitution of the institution that would, directly
or indirectly, affect:
(a) the operation of an exempt stock market; or
(b) the timely disclosure of information to holders or potential
holders of securities traded on an exempt stock market.
(4) Subsections 255(6), (7) and (8) of the Financial Institutions Code
of a State or Territory apply for subregulation (3) as if:
(a) a reference to society were a reference to the relevant
financial institution; and
(b) a reference to financial institutions legislation were a
reference to the Act and the Corporations Regulations; and
(c) a reference to standards were a reference to the ASIC
transitional standards.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.7 Other disclosure
Division 2 Continued application of certain provisions
Regulation 12.7.04
248 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
12.7.04 Continuation of ASIC transitional standards
(1) For clause 39 of Schedule 4 to the Act and subject to this Division,
the ASIC transitional standards:
(a) continue to apply in relation to a transferring financial
institution of a State or Territory to the extent that the
standards applied to the institution immediately before the
transfer date; and
(b) apply in relation to a relevant financial institution of a kind
mentioned in paragraph (b) or (c) of the definition of that
expression in regulation 12.7.01 to the extent that the
standards applied to an institution of that kind immediately
before the transfer date; and
(c) apply in relation to an Australian ADI to which a declaration
under regulation 12.7.02 applies to the extent that the
standards applied to Australian ADIs immediately before the
transfer date.
(2) However, Prudential Standard 6.8.3, as applied by
subregulation (1), does not authorise ASIC to grant an exemption.
Note: Regulation 12.7.05 authorises ASIC to make a declaration having the
effect of an exemption to which Prudential Standard 6.8.3 relates.
12.7.05 Exemption from, and modification of, certain provisions
(1) This regulation applies, in the circumstances to which Prudential
Standard 6.8.3 referred immediately before the transfer date, on:
(a) the initiative of ASIC; or
(b) application made to ASIC in writing by a person to whom
Division 3 of Part 7.3 of the Act, or regulation 7.3.13A or
7.3.13B, applies or another person.
(2) ASIC may, by Gazette notice, declare:
(a) that Division 3 of Part 7.3 of the Act, or regulation 7.3.13A
or 7.3.13B, does not apply to a person to whom the
declaration applies; and
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Other disclosure Part 12.7
Continued application of certain provisions Division 2
Regulation 12.7.06
Corporations Regulations 2001 249
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) that a provision mentioned in paragraph (a) applies to a
person to whom the declaration applies as if the provision
were modified in accordance with the declaration.
(3) Division 3 of Part 7.3 of the Act, and regulations 7.3.13A and
7.3.13B, apply subject to a declaration applying in relation to that
Division or regulation.
(4) A declaration:
(a) may be made subject to a condition stated in the exemption;
and
(b) takes effect on the day on which it is published.
12.7.06 Certain provisions of the Friendly Societies Code cease to
apply to FSR licensee
(1) For clause 39 of Schedule 4 to the Act the provisions of
subclause 36(1) of Schedule 4 cease to apply to a body to which
the Schedule applies on the earlier of:
(a) 2 years after the FSR commencement; and
(b) if the body gives notice under paragraph 1438(3)(b) of the
Act that the body wants the new product disclosure
provisions to apply in relation to specified products from a
certain date—that date.
(2) Subregulation (1) takes effect from the date specified in the notice
as the date from which the new product disclosure provisions will
apply.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.8 Shares in certain bodies corporate
Division 1 Preliminary
Regulation 12.8.02
250 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 12.8—Shares in certain bodies corporate
Division 1—Preliminary
12.8.02 Application of Part 12.8
This Part applies to a body corporate that is:
(a) a transferring financial institution of a State or Territory; or
(b) a company that is permitted to use the expression building
society, credit society or credit union under section 66 of the
Banking Act 1959; or
(c) a friendly society; or
(d) a restricted access insurer within the meaning of the Private
Health Insurance Act 2007.
12.8.03 What is a member share
(1) A share in the body corporate to which subregulation (2) or (3)
applies is a member share.
(2) This subregulation applies if the share:
(a) is not an ED security; and
(b) has a fixed value; and
(c) is held by a single person, or 2 or more persons jointly; and
(d) entitles the holder, or joint holders, to use services provided
by the body corporate; and
(e) is not transferable or transmissible, or is only transferable or
transmissible to a person or body specified in the rules or
constitution of the body corporate in circumstances stated in
the rules or constitution.
(3) This subregulation applies if:
(a) the share is taken to have been issued under
paragraph 12(1)(b), (c) or (d) of the transfer provisions; or
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Shares in certain bodies corporate Part 12.8
Preliminary Division 1
Regulation 12.8.04
Corporations Regulations 2001 251
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) that Act applies to the share under clause 15 of Schedule 4 to
that Act; or
(c) the share is declared under regulation 12.8.04 to be a member
share; or
(d) the share is issued under regulation 12.8.11 or 12.8.12.
12.8.04 Declarations by ASIC
(1) This regulation applies, in relation to a share in the body corporate,
on:
(a) the initiative of ASIC; or
(b) application made to ASIC in writing by the body corporate or
another person.
(2) ASIC may declare in writing that shares are, or are not, member
shares of the body corporate.
(3) The declaration takes effect when the declaration, or a copy of the
declaration, is given to the body corporate.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.8 Shares in certain bodies corporate
Division 2 Member shares
Regulation 12.8.05
252 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 2—Member shares
12.8.05 Notice requirements
For clause 38 of Schedule 4 to the Act, Part 2H.6 of the Act does
not apply in relation to a member share of the body corporate.
12.8.06 Registers of members
(1) For clause 38 of Schedule 4 to the Act, the Act is modified in
accordance with this regulation.
(2) The register of members that is mentioned in subsection 169(1) of
the Act may have a separate part for members of the body
corporate who hold member shares.
(3) Section 173 of the Act is modified in relation to the body corporate
by inserting after subsection 173(1):
(1AA) However, a body corporate mentioned in regulation 12.8.02
of the Corporations Regulations may, before allowing a
person to inspect the part of the register for members of the
body corporate who hold member shares, require the person
to agree in writing with the body that the person will only:
(a) divulge information obtained by the person from
inspecting the register to a person who is, or to persons
who are, specified in the agreement; or
(b) use information obtained by the person from inspecting
the register for a purpose that is, or purposes that are,
specified in the agreement.
(1AB) Also, the body corporate mentioned in regulation 12.8.02 of
the Corporations Regulations may refuse to allow a person to
inspect the part of the register for members of the body who
hold member shares if:
(a) the body is not satisfied that the person is a member of
the body who intends to call a meeting of members, or
of particular members, of the body; or
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Shares in certain bodies corporate Part 12.8
Member shares Division 2
Regulation 12.8.06
Corporations Regulations 2001 253
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(b) the body is not satisfied that the person proposes to
inspect the register for a purpose that is approved in
writing by ASIC:
(i) on its own initiative; or
(ii) on the written application of the person or of
another person; or
(c) the body is not satisfied that allowing the person to
inspect that part of the register is in the interests of the
members as a whole.
(4) Section 173 of the Act is modified in relation to the body corporate
by inserting after subsection 173(3):
(3A) However, a body corporate mentioned in regulation 12.8.02
of the Corporations Regulations may, before giving a person
a copy of the part of the register for members of the body
corporate who hold member shares, require the person to
agree in writing with the body that the person will only:
(a) give the original copy, or a copy of that original, to a
person who is, or to persons who are, specified in the
agreement; or
(b) use information obtained from that part of the register
for a purpose that is, or purposes that are, specified in
the agreement.
(3B) Also, the body corporate mentioned in regulation 12.8.02 of
the Corporations Regulations may refuse to give a person a
copy of the part of the register for members of the body who
hold member shares if the body is not satisfied that:
(a) the person is a member of the body who intends to call a
meeting of members, or of particular members, of the
body; or
(b) the person proposes to use information obtained from
that part of the register for a purpose that is approved in
writing by ASIC:
(i) on its own initiative; or
(ii) on the written application of the person or of
another person; or
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.8 Shares in certain bodies corporate
Division 2 Member shares
Regulation 12.8.06A
254 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(c) giving the person the copy is in the interests of the
members as a whole.
Note: If a body corporate has failed to give a person a copy of the part of the
register for members of the body who hold member shares, the body
corporate must, in certain circumstances, arrange for the members to
be contacted, or for material to be sent to the members, on the
person’s behalf—see regulation 2C.3.01 of the Corporation
Regulations.
(5) In subregulations (3) and (4), a reference to the part of the register
for members of a body corporate who hold member shares includes
a reference to:
(a) the register of members of the body corporate that is a
company limited by guarantee; and
(b) the register of members of the body corporate limited by
shares and guarantee who do not hold shares in the body.
12.8.06A Member shares—liability to pay calls
(1) For clause 38 of Schedule 4 to the Act, the operation of
subsection 254M(1) of the Act is modified in accordance with this
regulation.
(2) If a member share in the body corporate is partly-paid, the
shareholder is not liable to pay a call on the share, or on a winding
up of the body corporate, without the consent of the shareholder, to
the extent that the unpaid amount is increased as a result of the
conversion of the share in accordance with regulation 12.2.04.
12.8.07 Disclosure in annual returns
For clause 38 of Schedule 4 to the Act, item 8 in the table set out in
section 348 of the Act does not apply in relation to a member of the
body corporate holding only a member share, or member shares, in
the body.
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Shares in certain bodies corporate Part 12.8
Member shares Division 2
Regulation 12.8.08
Corporations Regulations 2001 255
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
12.8.08 Member shares—numbering and certificates
For clause 38 of Schedule 4 to the Act, sections 1070B and 1071H
of the Act do not apply in relation to a member share of the body
corporate.
12.8.09 Member shares—unclaimed property
(1) For clause 38 of Schedule 4 to the Act, section 1343 of the Act
does not apply in relation to a member share of the body corporate.
(2) For clause 38 of Schedule 4 to the Act, the constitution of the body
corporate may provide that if a member share is cancelled, and the
value of the share is transferred, the value of the share is to be
treated as unclaimed moneys held by the body corporate.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.8 Shares in certain bodies corporate
Division 3 Certain shares in transferring building societies and credit unions
Regulation 12.8.10
256 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Division 3—Certain shares in transferring building
societies and credit unions
12.8.10 Definitions for Division 3
In this Division:
transferring building society means a transferring financial
institution of a State or Territory mentioned in paragraph (a) of the
definition of transferring financial institution of a State or
Territory in clause 1 of Schedule 4 to the Act.
transferring credit union means a transferring financial institution
of a State or Territory mentioned in paragraph (b) of the definition
of transferring financial institution of a State or Territory in
clause 1 of Schedule 4 to the Act.
12.8.11 Transferring building societies may issue shares equivalent
to membership shares
(1) A transferring building society that is a company limited by shares
may issue a share in the company giving the holder of the share the
same rights and obligations in relation to the share as the holder of
a membership share in the building society that is taken to have
been issued on the transfer date under clause 12 of the transfer
provisions has in relation to that share.
(2) However, the transferring building society must not issue the share
if its constitution has been modified under paragraph 24(1)(c) of
the transfer provisions.
(3) The provisions of the Act that apply in relation to the issue of a
share in a company limited by shares that is not issued under this
regulation also apply to a share that is issued under this regulation
for all matters that are not dealt with in subregulations (1) and (2).
Federal Register of Legislative Instruments F2015C00303
Financial sector reform Chapter 12
Shares in certain bodies corporate Part 12.8
Certain shares in transferring building societies and credit unions Division 3
Regulation 12.8.12
Corporations Regulations 2001 257
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
(4) This regulation does not affect:
(a) the capacity of a transferring building society to issue shares
in the company otherwise than under this regulation; or
(b) a share issued otherwise than under this regulation.
12.8.12 Transferring credit unions may issue shares equivalent to
withdrawable shares
(1) A transferring credit union that is a company limited by shares may
issue a share in the company that:
(a) is redeemable on the same terms as a withdrawable share in
the credit union was withdrawable immediately before the
transfer date; and
(b) otherwise gives the same rights to, and imposes the same
obligations on, the holder of the share as the holder of a
withdrawable share in the credit union had in relation to that
share immediately before the transfer date.
(2) However, the transferring credit union must not issue the share if
its constitution has been modified under paragraph 24(1)(c) of the
transfer provisions.
(3) The provisions of the Act that apply in relation to the issue of a
share in a company limited by shares that is not issued under this
regulation also apply to a share that is issued under this regulation
for all matters that are not dealt with in subregulations (1) and (2).
(4) This regulation does not affect:
(a) the capacity of a transferring credit union to issue shares in
the company otherwise than under this regulation; or
(b) a share issued otherwise than under this regulation.
Federal Register of Legislative Instruments F2015C00303
Chapter 12 Financial sector reform
Part 12.9 Winding up and deregistration of certain transferring financial institutions
Regulation 12.9.01
258 Corporations Regulations 2001
Compilation No. 113 Compilation date: 31/3/15 Registered: 9/4/15
Part 12.9—Winding up and deregistration of
certain transferring financial institutions
12.9.01 Application of Part 12.9
For clause 39 of Schedule 4 to the Act, this Part applies if,
immediately before the transfer date, a transferring financial
institution of a State or Territory was being wound up under a law
other than the previous governing Code.
12.9.02 Winding up
(1) The Act in force in a State or Territory, before the commencement
of the previous governing Code, that applied to the winding up of
the transferring financial institution (the relevant law) continues to
so apply, as a law of the Commonwealth, on and after the transfer
date as if that Code, and the Act, had not been enacted.
(2) However, for this regulation, a reference in the relevant law to the
Registrar is read as if it were a reference to ASIC.
(3) Information about the transferring financial institution given to
ASIC in a notice mentioned in regulation 12.2.09, or under the
relevant law, is taken to be information given to ASIC in relation
to the performance of its functions or the exercise of its powers.
12.9.03 Deregistration
(1) Despite regulation 12.7.02, this regulation applies if the
transferring financial institution had not been deregistered before
the transfer date as a result of being wound up.
(2) Sections 601AB, 601AC, 601AD, 601AE, 601AF, 601AG and
601AH of the Act apply to the deregistration of the transferring
financial institution.
Federal Register of Legislative Instruments F2015C00303