Corporations Regulations 2001 (consolidated as of December 8, 2018), 澳大利亚, WIPO Lex

Corporations Regulations 2001 (consolidated as of December 8, 2018)

Corporations Regulations 2001

Authorised Version F2019C00011 registered 04/01/2019

Statutory Rules No. 193, 2001

made under the

Corporations Act 2001

Compilation No. 144

Compilation date: 8 December 2018

Includes amendments up to: F2018L01691

Registered: 4 January 2019

This compilation is in 7 volumes

Volume 1: regulations 1.0.01–6D.5.03

Volume 2: regulations 7.1.02–7.6.08E

Volume 3: regulations 7.7.01–8A.7.20

Volume 4: regulations 9.1.01–12.9.03

Volume 5: Schedules 1, 2 and 2A

Volume 6: Schedules 3–13

Volume 7: Endnotes

Each volume has its own contents

Prepared by the Office of Parliamentary Counsel, Canberra

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 8 December 2018 (the compilation date).

The notes at the end of this compilation (the endnotes) include information about amending

laws and the amendment history of provisions of the compiled law.

Uncommenced amendments

The effect of uncommenced amendments is not shown in the text of the compiled law. Any

uncommenced amendments affecting the law are accessible on the Legislation Register

(www.legislation.gov.au). The details of amendments made up to, but not commenced at, the

compilation date are underlined in the endnotes. For more information on any uncommenced

amendments, see the series page on the Legislation Register for the compiled law.

Application, saving and transitional provisions for provisions and amendments

If the operation of a provision or amendment of the compiled law is affected by an

application, saving or transitional provision that is not included in this compilation, details are

included in the endnotes.

Editorial changes

For more information about any editorial changes made in this compilation, see the endnotes.

Modifications

If the compiled law is modified by another law, the compiled law operates as modified but the

modification does not amend the text of the law. Accordingly, this compilation does not show

the text of the compiled law as modified. For more information on any modifications, see the

series page on the Legislation Register for the compiled law.

Self-repealing provisions

If a provision of the compiled law has been repealed in accordance with a provision of the

law, details are included in the endnotes.

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Contents

Chapter 1—Introductory 1

Part 1.0—Miscellaneous 1 1.0.01 Name of Regulations ........................................................ 1

1.0.02 Interpretation .................................................................... 1

1.0.02A Prescribed financial market............................................... 9

1.0.03 Prescribed forms (Act s 350) ............................................ 9

1.0.03A Documents that must be in the prescribed form................ 9

1.0.03B Documents that must be lodged with ASIC .................... 11

1.0.03C Documents that must be in a form approved by

ASIC............................................................................... 11

1.0.04 Directions and instructions in forms ............................... 11

1.0.05 Documents and information required by forms .............. 11

1.0.05A Lodgment with ASIC...................................................... 12

1.0.06 Annexures accompanying forms..................................... 12

1.0.07 General requirements for documents .............................. 13

1.0.08 Information to accompany financial documents

lodged for financial years................................................ 14

1.0.09 Information to accompany financial documents etc

lodged for half-years....................................................... 15

1.0.10 Continuous disclosure notices......................................... 15

1.0.11 Certain documents to be signed by personal

representatives etc........................................................... 16

1.0.12 Form of notice of resolution ........................................... 16

1.0.13 Time for lodging documents ........................................... 16

1.0.14 Address of registered office or place of business............ 16

1.0.15 Affidavits and statements in writing ............................... 16

1.0.16 Certification and verification of certain documents ........ 17

1.0.17 Documents signed or sworn in accordance with the

rules ................................................................................ 17

1.0.18 Prescribed provisions (Act s 53) ..................................... 17

1.0.20 Copies of orders to be lodged ......................................... 17

1.0.21 Identification of lodged orders........................................ 18

1.0.22 Territorial application of Act .......................................... 18

Part 1.1—Prescribed amounts 19 1.1.01 Prescribed amounts ......................................................... 19

Part 1.2—Interpretation 20

Division 1—General 20

1.2.01 Remuneration recommendations (Act s 9B) ................... 20

Part 1.2A—Disclosing entities 21 1.2A.01 Securities declared not to be ED securities ..................... 21

1.2A.02 Foreign companies issuing securities under foreign

scrip offers etc exempt from disclosing entity

provisions ....................................................................... 21

1.2A.03 Foreign companies issuing securities under

employee share scheme exempt from the

disclosing entity provisions............................................. 22

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Chapter 2A—Registration of companies 23

Part 2A.1—Size of partnerships or associations (Act s 115(2)) 23 2A.1.01 Size of partnerships or associations ................................ 23

Part 2A.2—Change of place of registration of company (Act s

119A(3)) 24 2A.2.01 Approval of application for change of place of

registration ...................................................................... 24

2A.2.02 Special resolution may be set aside by Court order ........ 24

2A.2.03 Application for change of place of registration............... 24

2A.2.04 Change of place of registration ....................................... 24

Chapter 2B—Basic features of a company 26

Part 2B.6—Names 26 2B.6.01 Availability of names (Act s 147) ................................... 26

2B.6.02 Consents required for use of certain letters, words

and expressions............................................................... 26

2B.6.03 Exemptions from requirement to set out name and

ACN on certain documents (Act s 155) .......................... 27

Chapter 2C—Registers 28

Part 2C.1—Registers generally 28

Division 2C.1.1—Location of register 28

2C.1.01 Form of notice ................................................................ 28

Division 2C.1.2—Right to inspect and get copies of register 29

2C.1.02 Form of register .............................................................. 29

2C.1.03 Improper purposes for getting copy of register ............... 29

2C.1.04 Information to be included in application for copy

of register ........................................................................ 29

Division 2C.1.3—Use of information on registers by bodies

corporate 30

2C.1.05 Contact with members after failure to provide

copy of register ............................................................... 30

Chapter 2D—Officers and employees 32

Part 2D.2—Restrictions on indemnities, insurance and

termination payments 32

Division 2D.2.2—Termination payments 32

2D.2.01 Meaning of base salary................................................... 32

2D.2.02 Meaning of benefit .......................................................... 33

2D.2.03 When benefit given in connection with retirement

from an office or a position............................................. 34

Part 2D.6—Disqualification from managing corporations 35

Division 2D.6.1—Automatic disqualification (Act s 206B) 35

2D.6.01 Prescribed foreign jurisdictions (Act s 206B(7)) ............ 35

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Part 2D.7—Ban on hedging remuneration of key management

personnel 36 2D.7.01 Hedging arrangements (Act s 206J(3)) ........................... 36

Chapter 2E—Related party transactions 38 2E.1.01 Small amounts given to related entity............................. 38

Chapter 2G—Meetings 39

Part 2G.2—Meetings of members of companies 39

Division 6—Proxies and body corporate representatives 39

2G.2.01 Authentication of appointment of proxy (Act s

250A).............................................................................. 39

Chapter 2K—Charges 40

Part 2K.2—Registration 40 2K.2.01 Lien or charge on crop or wool, or stock mortgage,

that is a registrable security: prescribed law—

subsection 262(5) of the Act ........................................... 40

2K.2.02 Time period for the provisional registration of

charges ............................................................................ 41

2K.2.03 Charge that is a registrable security: specified

law—paragraphs 273A(4)(b), 273B(3)(b) and

273C(3)(b) of the Act ..................................................... 41

Chapter 2L—Debentures 42

Part 2L.2—Duties of borrower 42 2L.2.01 Register relating to trustees for debenture holders.......... 42

Chapter 2M—Financial reports and audit 43

Part 2M.3—Financial reporting 43

Division 1—Annual financial reports and directors’ reports 43

2M.3.01 Disclosures required by notes to consolidated

financial statements—annual financial reports (Act

s 295) .............................................................................. 43

2M.3.03 Prescribed details (Act s 300A) ...................................... 43

Part 2M.4—Auditor 52 2M.4.01A Membership designations (Act s 324BE) ....................... 52

2M.4.01 Notice of appointment of auditors .................................. 52

Part 2M.4A—Annual transparency reports for auditors 53 2M.4A.01 Application ..................................................................... 53

2M.4A.02 Content of annual transparency report (Act s

332B) .............................................................................. 53

Part 2M.6—Modification of the operation of Chapter 2M of the

Act 54 2M.6.01 Modifications (Act s 343) ............................................... 54

2M.6.05 Conduct of auditor—relevant relationships .................... 54

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Chapter 2N—Updating ASIC information about

companies and registered schemes 55

Part 2N.2—Extract of particulars 2N.2.01 Particulars ASIC may require in an extract of

particulars (Act s 346B).................................................. 55

Part 2N.4—Return of particulars 58 2N.4.01 Particulars ASIC may require in a return of

particulars (Act s 348B).................................................. 58

Chapter 5—External administration 61

Part 5.1—Arrangements and reconstructions 61 5.1.01 Prescribed information for paragraph 411(3)(b)

and subparagraph 412(1)(a)(ii) of the Act....................... 61

5.1.02 Giving notice under subsection 414(2) or (9) of the

Act .................................................................................. 61

5.1.50 Prescribed kinds of contracts, agreements or

arrangements under which rights are not subject to

the stay in section 415D of the Act ................................. 62

Part 5.2—Receivers, and other controllers, of corporations 63 5.2.01 Controller’s notice to owner or lessor of

property—how given ...................................................... 63

5.2.02 Certified copies of reports............................................... 63

5.2.50 Prescribed kinds of contracts, agreements or

arrangements under which rights are not subject to

the stay in section 434J of the Act .................................. 63

Part 5.3A—Administration of a company’s affairs with a view

to executing a deed of company arrangement 64 5.3A.03A Notice of first meeting of creditors ................................. 64

5.3A.05 Administrator’s notice to owner or lessor of

property—how given ...................................................... 64

5.3A.06 Provisions included in deed of company

arrangement .................................................................... 64

5.3A.06A Notice of resolution to wind up voluntarily .................... 64

5.3A.07A Notice of appointment of administrator .......................... 64

5.3A.50 Prescribed kinds of contracts, agreements or

arrangements under which rights are not subject to

the stay in section 451E of the Act ................................. 65

Part 5.4—Winding up in insolvency 69 5.4.01 Application to Court for winding up—prescribed

agency............................................................................. 69

5.4.01A Notice of application to wind up a company................... 69

5.4.01B Notice of Court-ordered winding up............................... 69

5.4.02 Compromise of debt by liquidator—prescribed

amount ............................................................................ 70

Part 5.4C—Winding up by ASIC 71 5.4C.01 Notice of intention to order winding up of a

company ......................................................................... 71

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Part 5.5—Voluntary winding up 72 5.5.01 Notice of resolution to wind up voluntarily .................... 72

Part 5.6—Winding up generally 73 5.6.11 Application ..................................................................... 73

5.6.11A Electronic methods of giving or sending certain

notices etc ....................................................................... 73

5.6.37 Establishing title to priority ............................................ 74

5.6.39 Notice to submit particulars of debt or claim.................. 74

5.6.40 Preparation of a proof of debt or claim ........................... 74

5.6.41 Disclosure of security ..................................................... 74

5.6.42 Discounts ........................................................................ 74

5.6.43 Periodical payments........................................................ 75

5.6.43A Debt or claim of uncertain value—appeal to Court ........ 75

5.6.44 Debt discount rate (Act s 554B)...................................... 75

5.6.45 Employees’ wages .......................................................... 75

5.6.46 Production of bill of exchange and promissory

note ................................................................................. 76

5.6.47 Admission of debt or claim without formal proof........... 76

5.6.48 Notice to creditors to submit formal proof...................... 76

5.6.49 Formal proof of debt or claim......................................... 77

5.6.50 Contents of formal proof of debt or claim ...................... 77

5.6.51 Costs of proof ................................................................. 77

5.6.52 Liquidator to notify receipt of proof of debt or

claim ............................................................................... 77

5.6.53 Time for liquidator to deal with proofs ........................... 77

5.6.54 Grounds of rejection and notice to creditor..................... 78

5.6.55 Revocation or amendment of decision of liquidator ....... 78

5.6.56 Withdrawal or variation of proof of debt or claim .......... 79

5.6.57 Oaths............................................................................... 79

5.6.58 Liquidator to make out provisional list of

contributories .................................................................. 80

5.6.59 Time and place for settlement of list............................... 80

5.6.60 Settlement of list of contributories.................................. 80

5.6.61 Supplementary list .......................................................... 80

5.6.62 Notice to contributories .................................................. 81

5.6.63 Dividend payable only on admission of a debt or

claim ............................................................................... 81

5.6.64 Application of regulations 5.6.37 to 5.6.57..................... 82

5.6.65 Liquidator to give notice of intention to declare a

dividend .......................................................................... 82

5.6.66 Time allowed for dealing with formal proof of

debt or claim ................................................................... 83

5.6.67 Declaration and distribution of dividend......................... 83

5.6.68 Rights of creditor who has not proved debt before

declaration of dividend ................................................... 84

5.6.69 Postponement of declaration........................................... 84

5.6.70 Payment of dividend to a person named ......................... 84

5.6.70A Prescribed rate of interest on debts and claims

from relevant date to date of payment............................. 84

5.6.70B Notice of disclaimer........................................................ 84

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5.6.71 Distribution of surplus in a winding up by the

Court ............................................................................... 85

5.6.72 Distribution of surplus as directed .................................. 85

5.6.73 Eligible unsecured creditor ............................................. 85

5.6.74 Interpretation: prescribed countries................................. 85

5.6.75 Publication in the prescribed manner.............................. 86

Chapter 5B—Bodies corporate registered as

companies, and registrable bodies 87

Part 5B.2—Registrable bodies 87 5B.2.01 Certified copies of certificates of incorporation etc ........ 87

5B.2.02 Manner of certifying constituent documents................... 87

5B.2.03 Manner of sending letters (Act ss 601CC(2) and

601CL(3)) ....................................................................... 88

5B.2.04 Manner of sending notices (Act ss 601CC(3) and

601CL(4)) ....................................................................... 88

5B.2.05 Prescribed countries (Act s 601CDA(a)) ........................ 88

5B.2.06 Notices (Act s 601CV(1)) ............................................... 88

Part 5B.3—Names of registrable Australian bodies and foreign

companies 89 5B.3.01 Availability of names (Act s 601DC).............................. 89

5B.3.02 Consents required for use of certain letters, words

and expressions............................................................... 89

5B.3.03 Exemptions from requirement to set out ARBN etc

on certain documents (Act s 601DG).............................. 90

5B.3.04 Notices (Act s 601DH (1)).............................................. 90

Chapter 5C—Managed investment schemes 91

Part 5C.1—Registration of managed investment schemes 91 5C.1.01 Applying for registration ................................................ 91

5C.1.02 Change of name of registered schemes ........................... 91

5C.1.03 Modification (Act s 601QB) ........................................... 92

Part 5C.2—The responsible entity 93 5C.2.01 Duty of responsible entities’ agents—surveillance

checks ............................................................................. 93

5C.2.02 Appointment of temporary responsible entities .............. 93

5C.2.03 Form of notices (Act ss 601FL(2) and 601FM(2)).......... 93

5C.2.04 Notice of appointment of temporary responsible

entities............................................................................. 93

5C.2.05 Form of notices (Act s 601FP(3)) ................................... 93

Part 5C.4—The compliance plan 94 5C.4.01 Agents’ authorities to be lodged ..................................... 94

5C.4.02 Agents to assist auditors of compliance plans................. 94

Part 5C.5—The compliance committee 95 5C.5.01 Responsible entities etc to assist compliance

committees...................................................................... 95

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Part 5C.9—Winding up 96 5C.9.01 Notice of commencement of winding up ........................ 96

Part 5C.11—Exemptions and modifications 97

Division 1—Exemptions 97

5C.11.01 Certain schemes not managed investment schemes ........ 97

Division 2—Modifications 100

5C.11.02 Modifications................................................................ 100

5C.11.03 Register of members of registered schemes (Act s

169(1)) .......................................................................... 100

5C.11.03A How to work out the value of an interest ...................... 100

5C.11.04 Names of registered schemes (Act s 601EB(1)) ........... 100

5C.11.05A Schemes not required to be registered (Act s

601ED) ......................................................................... 100

5C.11.06 Liability of responsible entities (Act s 601FB(4))......... 100

Chapter 5D—Licensed trustee companies 101

Part 5D.1—Preliminary 101 5D.1.01 Prescribed requirements for publication ....................... 101

5D.1.01A Meaning of trustee company......................................... 101

5D.1.02 Meaning of traditional trustee company services

and estate management functions ................................. 101

5D.1.03 Meaning of mortgage-backed security.......................... 103

5D.1.04 Interaction between trustee company provisions

and State and Territory laws ......................................... 104

Part 5D.2—Powers etc of licensed trustee companies 105

Division 2.1—Annual Information Returns 105

5D.2.01 Obligation on licensed trustee company to provide

an annual information return if requested ..................... 105

5D.2.02 Information to be included in annual information

return............................................................................. 106

Division 2.2—Common funds 107

5D.2.03 Common funds ............................................................. 107

5D.2.04 Establishment of common funds................................... 107

5D.2.05 Deciding details about common funds.......................... 107

5D.2.06 Operation of common funds ......................................... 108

5D.2.07 Register of investments................................................. 110

5D.2.08 Financial reports ........................................................... 110

Part 5D.3—Regulation of fees charged by licensed trustee

companies 112 5D.3.01 Modification of section 601TAB of the Act:

disclosure to clients of changed fees............................. 112

Part 5D.4—Obligations of receiving company after transfer 113 5D.4.01 Preserving rights under dispute resolution systems

and compensation arrangements ................................... 113

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Chapter 6—Takeovers 114

Part 6.2—Exceptions to the prohibition 114 6.2.01A Prescribed requirements................................................ 114

6.2.01 Prescribed circumstances (Act s 611) ........................... 114

6.2.02 Other prescribed circumstances (Act s 611) ................. 115

Part 6.5—The takeover procedure 116 6.5.01 Wholesale holder of securities—telephone

monitoring during bid period ........................................ 116

Part 6.6—Variation of offers 117 6.6.01 Right to withdraw acceptance ....................................... 117

Part 6.8—Acceptances 118 6.8.01 Acceptance of offers made under off-market bid.......... 118

6.8.02 Acceptances by transferees and nominees of offers

made under off-market bid............................................ 118

Part 6.10—Review and intervention 119 6.10.01 Application for review of Panel decision (Act s

657EA) ......................................................................... 119

Chapter 6A—Compulsory acquisitions and buy-outs 120

Part 6A.1—Compulsory acquisitions and buy-outs after

takeover bid 120 6A.1.01 Terms on which securities to be acquired ..................... 120

Chapter 6CA—Continuous disclosure 121 6CA.1.01 Continuous disclosure: other disclosing entities ........... 121

Chapter 6D—Fundraising 122

Part 6D.2—Disclosure to investors about securities 122 6D.2.01 Exemption—member shares ......................................... 122

6D.2.02 Exemption—foreign companies ................................... 122

6D.2.03 Sophisticated investors ................................................. 122

6D.2.04 Simple corporate bonds—base prospectus.................... 122

6D.2.05 Simple corporate bonds—offer-specific prospectus ..... 125

6D.2.06 Simple corporate bonds—key financial ratios

relevant to issuing body ................................................ 127

Part 6D.3A—Crowd-sourced funding 129 6D.3A.01 Offers that are eligible to be made under

Part 6D.3A of the Act ................................................... 129

6D.3A.02 Contents of CSF offer document—general ................... 129

6D.3A.03 Contents of CSF offer document—Section 1: Risk

warnings ....................................................................... 130

6D.3A.04 Contents of CSF offer document—Section 2:

Information about the offering company ...................... 130

6D.3A.05 Contents of CSF offer document—Section 3:

Information about the offer ........................................... 132

6D.3A.06 Contents of CSF offer document—Section 4:

Information about investor rights.................................. 133

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6D.3A.07 Obligation of CSF intermediary relating to their

platforms—applicant risk acknowledgement................ 134

6D.3A.08 Gatekeeper obligation of CSF intermediary—

checks ........................................................................... 135

6D.3A.09 Gatekeeper obligation of CSF intermediary—

reasonable standard of checks....................................... 135

6D.3A.10 Obligation of CSF intermediary relating to their

platforms—general CSF risk warning .......................... 136

Part 6D.5—Fundraising—miscellaneous 138 6D.5.01 Warrants that are securities ........................................... 138

6D.5.02 Modification of paragraph 708(8)(c) of the Act:

renewal period for accountants’ certificates.................. 138

6D.5.03 Modification of section 738X of the Act:

requirement to notify right to withdraw application

only applies if defect is materially adverse ................... 138

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Introductory Chapter 1

Miscellaneous Part 1.0

Regulation 1.0.01

Note about these Regulations

These Regulations are made under the Corporations Act 2001. To assist users of these

Regulations, these Regulations follow, as far as possible, the drafting style, structure and

numbering of the Corporations Regulations 1990 that were made under the Corporations Act

1989. Because some provisions of the Corporations Regulations 1990 are not remade in these

Regulations, some gaps appear in the numbering of these Regulations. Also, the drafting style

departs in minor ways from that used in the Corporations Regulations 1990.

Chapter 1—Introductory

Part 1.0—Miscellaneous

1.0.01 Name of Regulations

These Regulations are the Corporations Regulations 2001.

1.0.02 Interpretation

(1) In these Regulations:

ABN (Australian Business Number) has the meaning given by section 41 of the

A New Tax System (Australian Business Number) Act 1999.

ACH means Australian Clearing House Pty Limited.

Act means the Corporations Act 2001.

agent means a person appointed under subsection 601CG (1) of the Act.

APFRN: see Australian Passport Fund Registration Number.

approved deposit fund (or ADF) has the same meaning as in the SIS Act.

approved foreign bank:

(a) in relation to a participant of a licensed market, means a bank:

(i) established by or under the law of a foreign country; and

(ii) in relation to which there is in force an approval given by the market

licensee in accordance with its operating rules or by ASIC under the

market integrity rules; and

(b) in relation to a financial services licensee other than a participant of a

licensed market, means a bank:

(i) regulated by an overseas regulator; and

(ii) in relation to which there is in force an approval given by ASIC for

the purposes of this definition.

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Chapter 1 Introductory

Part 1.0 Miscellaneous

Regulation 1.0.02

approved form, in relation to a provision of the Act or of these Regulations,

means the form that is approved under paragraph 350 (1)(b) of the Act for use for

that provision.

associated provisions, in relation to provisions (the core provisions) of the

relevant old legislation as in force at a particular time, include (but are not

limited to):

(a) any regulations or other instruments that are or were in force for the

purposes of any of the core provisions at that time; and

(b) any interpretation provisions that apply or applied in relation to any of the

core provisions at that time (whether or not they also apply or applied for

other purposes); and

in relation to any of the core provisions at that time (whether or not they

also apply or applied for other purposes); and

(d) any provisions that limit or limited, or that otherwise affect or affected, the

operation of any of the core provisions at that time (whether or not they

also limit or limited, or affect or affected, the operation of other

provisions).

ASTC means ASX Settlement and Transfer Corporation Pty Limited.

ASTC certificate cancellation provisions means the provisions of the ASTC

operating rules that deal with:

(a) the cancellation of certificates or other documents of title to Division 4

financial products; and

(b) matters incidental to the cancellation of those certificates or documents.

ASTC-regulated transfer means a transfer of a Division 4 financial product:

(a) within the meaning of:

(i) Division 4 of Part 7.11 of the Act; and

(ii) regulations relating to transfer made for sections 1074A and 1074E of

the Act; and

(b) that is effected through ASTC; and

Australian Passport Fund Registration Number or APFRN has the same

meaning as in Chapter 8A of the Act.

benefit fund has the meaning given by section 16B of the Life Insurance Act

1995.

building society has the same meaning as in section 16 of the RSA Act.

capital guaranteed, for a superannuation product or an RSA product, means that

the contributions and accumulated earnings may not be reduced by a negative

investment return or a reduction in the value of an asset in which the product is

invested.

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Introductory Chapter 1

Miscellaneous Part 1.0

Regulation 1.0.02

capital guaranteed fund means a public offer superannuation fund, or a sub-fund

of a public offer superannuation fund, that has the following characteristics:

(a) its investments comprise 1 or more of the following only:

(i) deposits with an ADI;

(ii) investments in a capital guaranteed superannuation product or RSA

product;

(b) the contributions and accumulated earnings of its members cannot be

reduced by negative investment returns (within the meaning of

subregulation 5.01(1) of the SIS Regulations) or by any reduction in the

value of its assets.

capital guaranteed member means a member whose interest in a public offer

superannuation fund is fully invested in a capital guaranteed fund.

carbon abatement contract has the same meaning as in the Carbon Credits

(Carbon Farming Initiative) Act 2011.

choice product has the same meaning as in the SIS Act.

client money reporting infringement notice: see regulation 7.8.05A.

client money reporting infringement notice period: see regulation 7.8.05A.

CPI means the Consumer Price Index number (being the weighted average of the

8 capital cities) published by the Australian Bureau of Statistics.

Division 3 asset means:

(a) shares mentioned in paragraph 1073A(1)(a) of the Act; or

(b) debentures mentioned in paragraph 1073A(1)(b) of the Act; or

Act; or

(ca) a CGS depository interest mentioned in paragraph 1073A(1)(da) of the

Act; or

(d) securities mentioned in paragraph 1073A(1)(e) of the Act.

Division 3 rights means:

(a) rights mentioned in paragraph 1073A(1)(d) of the Act; and

(b) rights related to securities mentioned in paragraph 1073A(1)(e) of the Act.

Division 3 securities means Division 3 assets and Division 3 rights.

Division 4 financial product has the meaning given by regulation 7.11.03.

enduring power of attorney means an enduring power of attorney that complies

with a law of a State or Territory.

Exchange body means:

(a) Australian Stock Exchange Limited; or

(b) a subsidiary of Australian Stock Exchange Limited.

excluded ADF has the same meaning as in the SIS Act.

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exempt public sector superannuation scheme (EPSSS) has the same meaning as

in the SIS Act.

financial business means a business that:

(a) consists of, or includes, the provision of financial services; or

(b) relates wholly or partly to the provision of financial services.

form means an approved form or a prescribed form.

friendly society has the meaning given by section 16C of the Life Insurance Act

1995.

FSR commencement means the commencement of item 1 of Schedule 1 to the

Financial Services Reform Act 2001.

generic MySuper product: a class of beneficial interest in a superannuation

entity is a generic MySuper product if:

(a) the superannuation entity is a regulated superannuation fund; and

(b) the RSE licensee of the fund (within the meaning of the SIS Act) is

authorised to offer that class of beneficial interest in the fund as a MySuper

product under section 29T of the SIS Act; and

authorised to offer that class of beneficial interest in the fund as a MySuper

product because section 29TA or 29TB of the SIS Act is satisfied in

relation to the class.

income stream financial product means an annuity or other facility that is a

financial product which provides an income stream, including:

(a) an income stream that is an investment life insurance product; or

(b) an income designated under section 9 of the Social Security Act 1991 or

section 5H of the Veterans’ Entitlements Act 1986;

but does not include any of the following:

(d) anything that is not a financial product under section 765A of the Act;

(e) available money;

(f) deposit money;

(g) a managed investment product;

(ga) a foreign passport fund product;

(h) a security;

(i) a loan that has not been repaid in full;

(j) gold, silver or platinum bullion.

Note: In accordance with subsections 761G(6) and (7) of the Act, superannuation products

and RSA products are not income stream financial products.

investment-based financial product means:

(a) a financial product under section 763B of the Act; or

(b) a financial product under paragraph 764A(1)(ba), (bb) or (j) of the Act; or

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to be an investment-based financial product; or

(d) a security; or

(e) a managed investment product; or

(f) an investment life insurance product; or

(g) a deposit product; or

(ga) a carbon unit;

(gb) an Australian carbon credit unit;

(gc) an eligible international emissions unit;

but does not include any of the following:

(h) anything that is not a financial product under section 765A of the Act;

(i) an income stream financial product.

Note: In accordance with subsections 761G(6) and (7) of the Act, superannuation products

and RSA products are not income stream financial products.

Lloyd’s has the same meaning as in the Insurance Act 1973.

margin loan, or margin lending, means a standard margin lending facility.

medical indemnity insurance product means an arrangement:

(a) under which medical indemnity cover is provided to:

(i) a medical practitioner as defined in section 4 of the Medical Indemnity

(Prudential Supervision and Product Standards) Act 2003; or

(ii) a registered health professional prescribed by the Medical Indemnity

(Prudential Supervision and Product Standards) Regulations 2003 for

a provision of Part 3 of the Medical Indemnity (Prudential

Supervision and Product Standards) Act 2003; and

(b) to which the Medical Indemnity (Prudential Supervision and Product

Standards) Act 2003 applies.

minor fee, for a margin loan, means a fee or cost for the margin loan that does

not relate to the ordinary acquisition, operation or closure of the loan and which

is less than $10.

MySuper product has the same meaning as in the SIS Act.

NFPFRN: see Notified Foreign Passport Fund Registration Number.

non-cash payment financial product means a financial product under

section 763D of the Act, other than:

(a) a derivative; or

(b) a financial product under paragraph 764A(1)(k) of the Act; or

non-Division 3 securities means financial products to which Division 3 or 4 of

Part 7.11 of the Act applies because of a declaration made by ASIC under

paragraph 1075A(1)(b) of the Act.

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Notified Foreign Passport Fund Registration Number or NFPFRN, for a

notified foreign passport fund, is the unique registration code allocated to the

fund by the home regulator for the fund.

old Corporations Act means the Corporations Act 2001 as in force immediately

before the FSR commencement.

policy committee has the same meaning as in the SIS Act.

pooled superannuation trust (or PST) has the same meaning as in the SIS Act.

pre-FSR securities means securities defined in subsection 92(3) of the old

Corporations Act.

preserved benefits means preserved benefits under:

(a) Subdivision 6.1.2 of the SIS Regulations; or

(b) Subdivision 4.1.2 of the RSA Regulations.

proper ASTC transfer means:

(a) an ASTC-regulated transfer of a Division 4 financial product effected:

(i) through the prescribed CS facility operated by the ASTC; and

(ii) in accordance with the operating rules of the ASTC; and

(b) an ASTC-regulated transfer that the ASTC, in accordance with its

operating rules, determines:

(i) to comply substantially with the applicable provisions of those

operating rules; and

(ii) to be taken to be, and always to have been, a proper ASTC transfer.

public offer entity has the same meaning as in the SIS Act.

public offer superannuation fund has the same meaning as in the SIS Act.

qualifying gas exchange product means an arrangement for the physical

delivery of natural gas or related goods or services, including pipeline capacity.

qualifying gas trading exchange means a facility:

(a) established by the Australian Energy Market Operator Limited (ACN

072 010 327) exercising its functions under subsection 91BRK(1) of the

National Gas Law set out in the Schedule to the National Gas (South

Australia) Act 2008 (SA); and

(b) through which persons may elect to buy and sell natural gas or related

goods or services (including pipeline capacity).

recipient:

(a) in relation to an infringement notice given under regulation 7.2A.04, has

the meaning given by regulation 7.2A.03; and

(b) in relation to a client money reporting infringement notice, has the meaning

given by regulation 7.8.05A; and

the meaning given by regulation 7.5A.103.

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registration number means:

(a) for a company—the number allotted to the company under

paragraph 118(1)(a) or 601BD(1)(a) of the Act; or

(b) for a registered body—the number allotted to it under section 601CB or

601CE of the Act; or

person as an auditor.

regulated superannuation fund has the same meaning as in the SIS Act.

restricted non-preserved benefits means restricted non-preserved benefits under:

(a) Subdivision 6.1.3 of the SIS Regulations; or

(b) Subdivision 4.1.3 of the RSA Regulations.

retirement savings account has the same meaning as in the RSA Act.

risk-based financial product means:

(a) a financial product under section 763C of the Act; or

(b) a life risk insurance product;

but does not include any of the following:

(d) anything that is not a financial product under section 765A of the Act.

Note: In accordance with subsections 761G(5) and (7) of the Act, general insurance products

are not risk-based financial products.

RSA Act means the Retirement Savings Accounts Act 1997.

RSA Regulations means the Retirement Savings Accounts Regulations 1997.

settlement documents, in relation to a transaction, means:

(a) if the agreement for the transaction has not been discharged—documents

the supply of which in accordance with the agreement is sufficient to

discharge the obligations of the seller under the agreement, in so far as the

obligations relate to the supply of documents in connection with the

transaction; or

(b) if the agreement for the transaction has been discharged, whether by

performance or otherwise—documents the supply of which in accordance

with the agreement would, if the agreement had not been discharged, be

sufficient to discharge the obligations of the seller under the agreement, in

so far as the obligations relate to the supply of documents in connection

with the transaction.

simple managed investment scheme means a registered scheme (other than a

passport fund) which is or was offered because it meets 1 of the following

requirements:

(a) the scheme invests at least 80% of its assets in money in an account with a

bank on the basis that the money is available for withdrawal:

(i) immediately during the bank’s normal business hours; or

(ii) at the end of a fixed-term period that does not exceed 3 months;

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(b) the scheme invests at least 80% of its assets in money on deposit with a

bank on the basis that the money is available for withdrawal:

(i) immediately during the bank’s normal business hours; or

(ii) at the end of a fixed-term period that does not exceed 3 months;

by which the responsible entity of the scheme can reasonably expect to

realise the investment, at the market value of the assets, within 10 days.

SIS Act means the Superannuation Industry (Supervision) Act 1993.

SIS Regulations means the Superannuation Industry (Supervision)

Regulations 1994.

sub-plan, in relation to a regulated superannuation fund, means a segment of the

fund comprising a member or members of the fund, being a sub-plan that the

trustee determines should be made.

successor fund has the same meaning as in the SIS Regulations.

superannuation entity has the same meaning as in the SIS Act.

superannuation interest has the same meaning as in the SIS Act.

superannuation lump sum has the meaning given by subsection 995-1(1) of the

Income Tax Assessment Act 1997.

superannuation scheme means a complying superannuation fund within the

meaning of subsection 995-1(1) of the Income Tax Assessment Act 1997.

superannuation-sourced money means money in relation to which:

(a) the provider of a financial service knows that the money:

(i) will be paid to a person as a superannuation lump sum by the trustee

of a regulated superannuation fund; or

(ii) has been paid as an eligible termination payment (within the meaning

of these Regulations as in force immediately before 1 July 2007) or as

a superannuation lump sum at any time during the previous 6 months;

(b) the provider of the financial service ought reasonably to know that fact.

trustee in relation to a superannuation scheme, includes a person responsible for

the administration and management of the scheme.

unrestricted non-preserved benefits means unrestricted non-preserved benefits

under:

(a) Subdivision 6.1.4 of the SIS Regulations; or

(b) Subdivision 4.1.4 of the RSA Regulations.

warrant means a financial product:

(a) that is:

(i) a derivative under section 761D of the Act; or

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(ii) a financial product that would, apart from the effect of

paragraph 761D(3)(c) of the Act, be a derivative for section 761D of

the Act, and is excluded by that paragraph only because:

(A) it is a security under paragraph (c) of the definition of

security in section 761A of the Act; or

(B) it is a legal or equitable right or interest mentioned in

subparagraph 764A(1)(b)(ii) of the Act; or

subparagraph 764A(1)(ba)(ii) of the Act; or

(D) it is a legal or equitable right or interest mentioned in

subparagraph 764A(1)(bb)(ii) of the Act; and

(b) that is transferable.

(2) In these Regulations, a reference to a form by number is a reference to the form

so numbered in Schedule 2.

1.0.02A Prescribed financial market

For the definition of prescribed financial market in section 9 of the Act, the

following financial markets are prescribed:

(a) Asia Pacific Exchange Limited;

(b) ASX Limited;

(d) National Stock Exchange of Australia Limited;

(e) SIM Venture Securities Exchange Ltd.

1.0.03 Prescribed forms (Act s 350)

(1) A form in Schedule 2 mentioned in an item in column 4 of Schedule 1 is

prescribed for the provision of the Act, or of these Regulations, that is specified

in the item in column 2.

Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC

in a prescribed form must:

(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and

(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.

(2) In a form, unless the contrary intention appears, a reference to a Chapter, Part,

Division, section, subsection, paragraph or subparagraph is a reference to that

Chapter, Part, Division, section, subsection, paragraph or subparagraph of the

Act.

1.0.03A Documents that must be in the prescribed form

Documents lodged under the Act

(1) A document mentioned in the table under a provision of the Act mentioned in the

table must be in the prescribed form.

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Item Document Provision of the Act

1A Certificate to the effect that all documents accompanying a notice Paragraph 265(4)(b)

lodged under section 263 or 264 of the Act have been duly

stamped as required by any applicable law relating to stamp duty

1B Notice stating that a person other than the original chargee has Subsection 268(1)

become the holder of a registrable charge on property of a

company

1C Notice setting out particulars of a variation in the terms of a Subsection 268(2)

registrable charge on property of a company

Notice of appointment to administer a compromise or arrangement Subsection 415(1)

Notice that an order for the appointment of a receiver of property Paragraph 427(1)(a)

has been obtained or of the appointment of a receiver

Notice of the appointment of a person to enter into possession or Paragraph 427(1A)(a)

take control of the property of a corporation

Notice of entering into possession or taking control Paragraph 427(1B)(a)

Notice that the person has ceased to be a controller Paragraph 427(4)(a)

Written notice stating that a company is taken to have passed a Paragraph 446A(5)(a)

resolution to wind up the company

Notice of the appointment of an administrator Paragraph 450A(1)(a)

Notice of failure to execute deed of company arrangement Paragraph 450C(a)

Notice of termination of deed of company arrangement Paragraph 450D(a)

Notice of filing of application to wind up a company Paragraph 470(1)(a)

Notice of making of order to wind up a company Paragraph 470(1)(b)

Notice of withdrawal or dismissal of application to wind up a Paragraph 470(1)(c)

company

Written notice disclaiming property Subsection 568A(1)

A copy of the whole or a specified part of the register of members Subsection 1213P(4)

of a notified foreign passport fund

Documents lodged under the Passport Rules

(2) If the Passport Rules for this jurisdiction contain a requirement to lodge a

document with ASIC (however the lodgement is described), the document must

be lodged with ASIC in the prescribed form.

Note: The requirement in the Passport Rules need not use the word “lodge”. For example, if

the Passport Rules contain a requirement to notify ASIC of a matter or to provide a

document to ASIC, subregulation (2) requires the notification or document to be in the

prescribed form.

Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC

in a prescribed form must:

(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and

(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.

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1.0.03B Documents that must be lodged with ASIC

A document mentioned in an item in the table for a provision mentioned in the

item must be lodged:

(a) with ASIC; and

(b) if the document is mentioned for subsection 430(1) of the Act—by a

controller, within 7 days of the controller receiving a report under that

subsection.

Item Document Provision of the Act

Statement in writing in the prescribed form verifying a report Subsection 430(1) or

about the affairs of a company 475(1) or (2)

Report about the affairs of a company Subsection 430(1)

Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC

in a prescribed form must:

(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and

(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.

On 23 December 2004, forms for the documents mentioned in item 1 of the table are

not prescribed in these Regulations.

1.0.03C Documents that must be in a form approved by ASIC

A document mentioned in the table under a provision of the Act mentioned in the

table must be in a form approved by ASIC (if a form has been approved).

Item Document Provision of the Act

Notice of termination of deed of company arrangement Paragraph 450D(b)

Note: The documents mentioned in the table are not required to be lodged with ASIC under

the Act, and are not documents to which section 350 of the Act applies.

1.0.04 Directions and instructions in forms

A form must be completed in accordance with the directions and instructions

specified in the form.

1.0.05 Documents and information required by forms

(1) If a form requires:

(a) the lodging of a document; or

(b) the giving of information:

(i) by completing the form in the prescribed manner; or

(ii) by supplying or completing another document;

the document or information is taken to be the document or information required

for the provision of the Act or of these Regulations for which the form is

approved under paragraph 350(1)(b) of the Act or included in Schedule 2.

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(2) If the Act requires particulars to be provided by the giving of information in a

form, the particulars included in the form are taken to be the particulars required:

(a) if the form is an approved form—for the provision of the Act for which the

form is approved under paragraph 350(1)(b) of the Act; and

(b) if the form is a prescribed form—for the provision of the Act for which the

form is included in Schedule 2.

1.0.05A Lodgment with ASIC

(1) For the definition of lodge with ASIC in section 761A of the Act, the definition

relates to each provision of Chapter 7 of the Act that includes the expression

lodge with ASIC.

(2) For paragraph 1364(2)(c) of the Act:

(a) a statement that is to be given to ASIC in accordance with

subsection 912C(1) of the Act may be lodged with ASIC in the prescribed

form; and

(b) a report that is to be given to ASIC in accordance with subsection 912D(1)

of the Act may be lodged with ASIC in the prescribed form; and

subsection 912D(2) of the Act may be lodged with ASIC in the prescribed

form; and

(d) information that is to be given to ASIC in accordance with

subsection 912E(2) of the Act may be lodged with ASIC in the prescribed

form; and

(e) information that is to be provided to ASIC in accordance with

paragraph 913B(1)(ca) of the Act may be lodged with ASIC in the

prescribed form; and

(f) a document that is to be lodged with ASIC for Part 10.2 of the Act must be

lodged in the prescribed form.

1.0.06 Annexures accompanying forms

(1) In this regulation:

annexure includes a document that is with a form.

(2) An annexure to a form must:

(a) have an identifying mark; and

(b) be endorsed with the words:

‘This is the annexure of (insert the number of pages) pages marked (insert

an identifying mark) mentioned in the (insert a description of the form)

signed by (insert ‘me’ or ‘us’) and dated (insert the date of signing)’; and

annexed.

(3) The pages in an annexure must be numbered consecutively.

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(4) If a form has a document annexed, the following particulars of the annexure must

be written on the form:

(a) the identifying mark; and

(b) the number of pages.

1.0.07 General requirements for documents

Unless ASIC otherwise approves, a document to be lodged must:

(a) be on white or light pastel colour paper:

(i) of international A4 size; and

(ii) of medium weight and good quality; and

(b) be clearly printed or written in black or dark blue in a manner that is

permanent and will make possible a reproduction, by photographic,

computerised or other electronic means that is satisfactory to ASIC; and

method; and

(d) subject to paragraph (h), have margins of not less than 10 millimetres on all

sides; and

(e) if it comprises 2 or more sheets, be fastened together securely in the top

left-hand corner; and

(f) display on the first page of the document or, if the document is a single

sheet, on that sheet:

(i) subject to regulation 7.6.03:

(A) the ACN, ARBN or ARSN of the corporation or managed

investment scheme; or

(B) if the last 9 digits of its ABN are the same, and in the same

order, as the last 9 digits of its ACN, ARBN or ARSN (if the

corporation or managed investment scheme has an ACN,

ARBN or ARSN)—its ABN; and

(ia) in the case of a managed investment scheme that is a notified foreign

passport fund—the NFPFRN for the fund and any other unique

number for the fund allocated to the fund by ASIC; and

(ii) the name of the corporation or managed investment scheme; and

(iii) the title of the document; and

(iv) the section number of the Act under which the document is being

lodged; and

(g) have the following information at the top left-hand of the first sheet:

(i) registered agent number (if any); and

(ii) lodging party or agent name; and

(iii) address; and

(iv) telephone number; and

(v) facsimile number (if any); and

(vi) DX number and applicable suburb or city (if any); and

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(h) at the top right-hand of the first sheet, have a blank space that measures 35

millimetres from the top of the page and 65 millimetres from the right-hand

side of the page; and

(j) if the document is a form relating to a no liability company, be completed

by inserting the words ‘No Liability’ in place of the word ‘Limited’; and

(k) in the case of an unlimited company, have the word ‘Limited’ omitted; and

(l) if the document contains maps or charts on which areas have been

distinguished by colour, also distinguish those areas by hatching,

numbering or lettering.

Note: In addition to the requirements in paragraph (f), if a managed investment scheme is

also an Australian passport fund, all documents relating to the fund lodged with ASIC

must also include the scheme’s APFRN: see section 1212B of the Act.

1.0.08 Information to accompany financial documents lodged for financial years

(1) A document lodged under subsection 319(1) of the Act for a financial year must

be accompanied by the approved form setting out the following information:

(a) if the disclosing entity is a company:

(i) the ACN of the company or, if the last 9 digits of its ABN are the

same, and in the same order, as the last 9 digits of its ACN, the ABN

of the company; and

(ii) the dates on which the financial year to which the document relates

begins and ends; and

(iii) a statement of certification in accordance with regulation 1.0.16; or

(b) if the disclosing entity is a body (other than a company):

(i) the ARBN of the body or, if the last 9 digits of its ABN are the same,

and in the same order, as the last 9 digits of its ARBN, the ABN of the

body; and

(ii) the dates on which the financial year to which the document relates

begins and ends; and

(iii) a statement of certification in accordance with regulation 1.0.16; or

(i) the ARSN of the scheme or, if the last 9 digits of its ABN are the

same, and in the same order, as the last 9 digits of its ARSN, the ABN

of the scheme; and

(ii) the dates of the beginning and end of the half-year to which the

document relates; and

(iii) the name of the responsible entity of the scheme and the name of the

scheme; and

(iv) a statement of certification in accordance with regulation 1.0.16.

(2) A document lodged by a notified foreign passport fund under

subsection 319(1AA) of the Act for a financial year must be accompanied by the

approved form setting out the following information:

(a) the NFPFRN for the fund and any other unique number for the fund

allocated to the fund by ASIC;

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(b) the name of the fund;

(d) the dates on which the financial year to which the document relates begins

and ends;

(e) a statement of certification in accordance with regulation 1.0.16.

1.0.09 Information to accompany financial documents etc lodged for half-years

A document lodged under section 320 of the Act for a half-year must be

accompanied by the approved form setting out the following information:

(a) if the disclosing entity is a company:

(i) the ACN of the company or, if the last 9 digits of its ABN are the

same, and in the same order, as the last 9 digits of its ACN, the ABN

of the company; and

(ii) the dates on which the half-year to which the document relates begins

and ends; and

(iii) a statement of certification in accordance with regulation 1.0.16; or

(b) if the disclosing entity is a body (other than a company):

(i) the ARBN of the body or, if the last 9 digits of its ABN are the same,

and in the same order, as the last 9 digits of its ARBN, the ABN of the

body; and

(ii) the dates on which the half-year to which the document relates begins

and ends; and

(iii) a statement of certification in accordance with regulation 1.0.16; or

(i) the ARSN of the scheme or, if the last 9 digits of its ABN are the

same, and in the same order, as the last 9 digits of its ARSN, the ABN

of the scheme; and

(ii) the dates of the beginning and end of the half-years to which the

document relates; and

(iii) the name of the responsible entity of the scheme and the name of the

scheme; and

(iv) a statement of certification in accordance with regulation 1.0.16.

1.0.10 Continuous disclosure notices

A document lodged under section 1001B of the Act must be accompanied by

Form 1003 setting out the following information:

(a) if the disclosing entity is a body:

(i) the ACN or ARBN of the body or, if the last 9 digits of its ABN are

the same, and in the same order, as the last 9 digits of its ACN or

ARBN, the ABN of the body; and

(ii) a statement of certification in accordance with regulation 1.0.16; or

(b) if the disclosing entity is a registered scheme:

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(i) the ARSN of the scheme or, if the last 9 digits of its ABN are the

same, and in the same order, as the last 9 digits of its ARSN, the ABN

of the scheme; and

(ii) the name of the responsible entity of the scheme and the name of the

scheme; and

(iii) a statement of certification in accordance with regulation 1.0.16.

1.0.11 Certain documents to be signed by personal representatives etc

Unless these Regulations state otherwise, a document relating to a corporation

that is a proprietary company to which section 201F of the Act applies that does

not have a director or secretary must be signed by the personal representative or

trustee mentioned in that section.

1.0.12 Form of notice of resolution

A copy of a resolution lodged under subsection 136(5), 157(2), 162(3), 246F(3),

254H(4), 254N(2), 256C(3), 260B(7), 461(2), 506(1B), 507(11) or 510(1A) of

the Act must be set out in, or annexed to, a notice in accordance with the

approved form.

1.0.13 Time for lodging documents

If:

(a) a document must be lodged; and

(b) the period within which the document must be lodged is not prescribed;

the document must be lodged:

(d) if the document is to be lodged by a foreign company and ASIC allows a

further period because of special circumstances—that further period;

after the happening of the event to which the document relates.

1.0.14 Address of registered office or place of business

If notice must be given under these Regulations of:

(a) the address of an office or a proposed office; or

(b) the address of a place of business;

of a corporation or a person, the notice must include:

(d) if applicable, the number of the floor or level on which; and

(e) the place in Australia in which;

the office or place of business is, or is to be, situated.

1.0.15 Affidavits and statements in writing

(1) An affidavit or statement in writing must be sworn or made, on behalf of a

corporation, by a director or a secretary of the corporation.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Introductory Chapter 1

Miscellaneous Part 1.0

Regulation 1.0.16

(2) If an affidavit is sworn outside Australia, the affidavit is sufficient if it appears to

be sworn in accordance with the requirements of the law of that place.

1.0.16 Certification and verification of certain documents

(1) A document relating to a corporation or registered scheme that is to be certified

or verified must be certified or verified in the approved form and signed by:

(a) a director or secretary of the corporation, or of the responsible entity of the

scheme, who resides in Australia or an external territory; or

(b) an agent of the corporation or entity or, if the agent is a company, a director

or secretary of the company who resides in Australia or an external

territory.

(2) Subregulation (1) does not apply to a document relating to a notified foreign

passport fund.

(3) A document relating to a notified foreign passport fund that is to be certified or

verified must be certified or verified in the approved form and signed by:

(a) a director or secretary of the operator of the fund; or

(b) the local agent for the operator of the fund; or

1.0.17 Documents signed or sworn in accordance with the rules

(1) A document that is signed in accordance with the rules is taken to have been

signed in accordance with regulation 1.0.11.

(2) An affidavit or statement that is sworn or made in accordance with the rules is

taken to have been sworn or made in accordance with regulation 1.0.15.

1.0.18 Prescribed provisions (Act s 53)

For section 53 of the Act, the following provisions of the Act are prescribed:

(a) section 657A;

(b) paragraphs 12(2)(b) and (c) of the Act.

1.0.20 Copies of orders to be lodged

A person who obtains an order of the Court under or for:

(d) section 274; or

(e) subsection 484(1); or

(ea) paragraph 484(2)(c); or

(f) section 583; or

(g) section 585; or

(h) section 601ND; or

(j) section 1322;

of the Act, must lodge an office copy of the order with ASIC.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 1 Introductory

Part 1.0 Miscellaneous

Regulation 1.0.21

1.0.21 Identification of lodged orders

If an order or copy of an order of a court is lodged with ASIC, it must be

accompanied by a cover page in Form 105 identifying the legislative provision or

other law under which the order was made and the nature of the order.

1.0.22 Territorial application of Act

For subsection 5(9) of the Act, each of the external Territories is included in this

jurisdiction for the purposes of Chapter 7 of the Act (other than Parts 7.2 to 7.5

and Part 7.11) in relation to:

(a) a superannuation product within the meaning of section 761A of the Act;

and

(b) an RSA product within the meaning of section 761A of the Act; and

meaning of section 761A of the Act; and

(d) a financial service that relates to an RSA product within the meaning of

section 761A of the Act.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Introductory Chapter 1

Prescribed amounts Part 1.1

Regulation 1.1.01

Part 1.1—Prescribed amounts

1.1.01 Prescribed amounts

The amount specified in an item in column 3 of Schedule 4 is prescribed in

relation to the matter specified in the item in column 2.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 1 Introductory

Part 1.2 Interpretation

Division 1 General

Regulation 1.2.01

Part 1.2—Interpretation

Division 1—General

1.2.01 Remuneration recommendations (Act s 9B)

For paragraph 9B(2)(f) of the Act, a recommendation, or advice or information,

provided in relation to one or more members of the key management personnel

for a company by an employee of a company within the same consolidated

entity, is not a remuneration recommendation.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Introductory Chapter 1

Disclosing entities Part 1.2A

Regulation 1.2A.01

Part 1.2A—Disclosing entities

1.2A.01 Securities declared not to be ED securities

For section 111AJ of the Act, the following securities are declared not to be ED

securities:

(a) securities of a body that, under the listing rules of the Australian Stock

Exchange Limited, is an exempt foreign entity; or

(b) securities that are quoted on Australian Bloodstock Exchange Limited.

1.2A.02 Foreign companies issuing securities under foreign scrip offers etc

exempt from disclosing entity provisions

(1) For section 111AS of the Act, a foreign company is exempt from the disclosing

entity provisions in respect of ED securities under section 111AG of the Act if:

(a) the company issues the securities in connection with a foreign takeover bid

or foreign scheme of arrangement; and

(b) the securities issued are, at the time of issue, securities in a class of

securities quoted on an approved foreign exchange; and

residents are the same as those applying to each other person receiving

securities that are in the same class; and

(d) the same notices, documents or other information (or, where applicable, an

English translation of these) (modified, if necessary, to include any

additional information for the purposes of complying with Chapter 6D of

the Act) are given to Australian citizens or permanent residents as are

given to each other person; and

(e) the notices, documents and other information are given to Australian

citizens and permanent residents at the same time, or as soon as practicable

after, they are given to those other persons; and

(f) in relation to the issue—the company complies with all legislative and

stock exchange requirements in the place in which is located:

(i) the approved foreign exchange; or

(ii) if more than one—the principal approved exchange;

on which the company’s securities are quoted.

(2) In this regulation:

approved foreign exchange includes:

(a) American Stock Exchange Inc.;

(b) New York Stock Exchange Inc.;

(d) The Stock Exchange of Hong Kong Ltd;

(e) Stock Exchange of Singapore Limited;

(f) The Amsterdam Stock Exchange;

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 1 Introductory

Part 1.2A Disclosing entities

Regulation 1.2A.03

(g) the Frankfurt Stock Exchange;

(h) The International Stock Exchange of the United Kingdom and the Republic

of Ireland Limited;

(i) the Milan Stock Exchange;

(j) the NASDAQ National Market;

(k) the Paris Bourse;

(l) the Tokyo Stock Exchange;

(m) the Toronto Stock Exchange;

(n) the Zurich Stock Exchange.

foreign scheme of arrangement means a compromise or arrangement that is

subject to court approval under subsection 411(6) of the Act, between:

(a) a foreign company and a class of its creditors; or

(b) a foreign company and a class of its members.

foreign takeover bid means a bid to acquire some or all of the securities of:

(a) all holders of a class of securities of a foreign company; or

(b) all holders of those securities except the bidder or the bidder and associates

of the bidder.

1.2A.03 Foreign companies issuing securities under employee share scheme

exempt from the disclosing entity provisions

(1) For section 111AS of the Act, a foreign company is exempt from the disclosing

entity provisions in respect of an offer of shares in the company for issue or sale:

(a) that is made to employees of the company, or of an associated body

corporate, under an employee share scheme; and

(b) in relation to which a disclosure document is lodged with ASIC.

(2) Subregulation (1) is not affected by any action of an employee, the result of

which is that another person who is not an employee acquires an interest in a

share issued under the employee share scheme.

(3) For this regulation:

(a) an employee share scheme is a scheme under which a company offers for

issue or sale shares (or options over issued shares) in the company only to a

person who is a full-time or part-time director or employee of the company

or of an associated body corporate when the offer is made; and

(b) a body corporate is an associated body corporate in relation to a foreign

company if:

(i) the body corporate is related to the company within the meaning of

section 50 of the Act; or

(ii) the body corporate is entitled to at least 20% of the voting shares of

the company; or

(iii) the company is entitled to at least 20% of the voting shares of the

body corporate.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Registration of companies Chapter 2A

Size of partnerships or associations (Act s 115(2)) Part 2A.1

Regulation 2A.1.01

Chapter 2A—Registration of companies

Part 2A.1—Size of partnerships or associations (Act s

115(2))

2A.1.01 Size of partnerships or associations

(1) For paragraph 115(1)(b) of the Act, the number prescribed for a kind of

partnership or association is the number specified in the following table for that

kind of partnership or association:

Item Kind of partnership or association Number

1 (a) Actuaries, medical practitioners, patent attorneys, sharebrokers, 50 stockbrokers or trademark attorneys

(b) Partnerships or associations of the kind specified in subregulation (2)

2 Architects, pharmaceutical chemists or veterinary surgeons 100

3 Legal practitioners 400

Accountants 1 000

(2) For paragraph (b) of item 1 of the table in subregulation (1), the partnership or

association is one that:

(a) has as its primary purpose collaborative scientific research; and

(b) includes as members:

(i) at least 1 university; and

(ii) at least 1 private sector participant;

whether or not it also includes government agencies or publicly funded

research bodies.

(3) In subregulation (2):

private sector participant means an entity that obtains the majority of its revenue

from sources other than Commonwealth, State or Territory appropriations.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2A Registration of companies

Part 2A.2 Change of place of registration of company (Act s 119A(3))

Regulation 2A.2.01

Part 2A.2—Change of place of registration of company (Act

s 119A(3))

2A.2.01 Approval of application for change of place of registration

(1) An application to ASIC for a change in the State or Territory in this jurisdiction

in which a company is taken to be registered must be approved by a special

resolution of the company.

(2) A copy of the special resolution must be given to ASIC within 14 days after the

day on which it is passed.

2A.2.02 Special resolution may be set aside by Court order

(1) Within 28 days after the passing of a special resolution approving an application

for a change in the State or Territory in this jurisdiction in which a company is

taken to be registered, a member, or members, of the company having at least

10% of the votes capable of being cast on the special resolution may apply in

writing to the Court to have the resolution set aside.

(2) A member may, with the written consent of other members mentioned in

subregulation (1), apply on their behalf to the Court under that subregulation.

(3) The Court may order the special resolution to be set aside if the Court is satisfied

that it would unfairly prejudice the applicant or applicants if the State or

Territory in which the company is taken to be registered were changed in

accordance with the resolution.

(4) The company must give ASIC a copy of the Court order within 14 days after the

day on which it is made.

2A.2.03 Application for change of place of registration

(1) A company may, in accordance with a special resolution of the company, apply

to ASIC for a change in the State or Territory in this jurisdiction in which the

company is taken to be registered.

(2) The application must be in accordance with the approved form.

2A.2.04 Change of place of registration

(1) On application under regulation 2A.2.03, ASIC must alter the details of the

company’s registration to show the change in the State or Territory in this

jurisdiction in which the company is taken to be registered if:

(a) the company has passed a special resolution approving the application for

the change; and

(b) the Court has not made an order setting aside the special resolution; and

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Registration of companies Chapter 2A

Change of place of registration of company (Act s 119A(3)) Part 2A.2

Regulation 2A.2.04

taken to be registered has approved the change under

subparagraph 119A(3)(a)(i) of the Act; and

(d) ASIC is not aware of any other reason why the change should not be made.

(2) ASIC must not alter details of the company’s registration until 28 days after the

day on which the application was made.

(3) ASIC must give the company a new certificate of registration after it alters

details of the company’s registration.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2B Basic features of a company

Part 2B.6 Names

Regulation 2B.6.01

Chapter 2B—Basic features of a company

Part 2B.6—Names

2B.6.01 Availability of names (Act s 147)

(1) For paragraphs 147(1)(a) and (b) of the Act, the rules for ascertaining whether a

name is identical with another name are the rules set out in Part 1 of Schedule 6.

(2) For paragraph 147(1)(c) of the Act, a name is unacceptable for registration under

the regulations if it is unacceptable under the rules set out in Part 2 of

Schedule 6.

2B.6.02 Consents required for use of certain letters, words and expressions

(1) This regulation applies to a name if:

(a) the name:

(i) is the subject of an application for registration of a name under

section 117 of the Act; or

(ii) is the subject of an application for reservation of a name under

section 152 of that Act; or

(iii) for an application for a change of name under section 157 of the

Act—is the name to which the previous name is to be changed; and

(b) the name is, uses or includes:

(i) letters, or a word or expression, specified in column 2 of an item in

Part 4 or 5 of Schedule 6; or

(ii) other letters, or another word or expression (whether or not in

English), that is of like import to the letters, word or expression

specified in the item.

(2) In paragraph (1)(b), a reference to letters, a word or an expression being used

includes a reference to the letters, word or expression being used:

(a) as part of another word or expression; or

(b) in combination with other words or letters, or other symbols.

(3) However, this regulation does not apply to use of the letters ADI as part of

another word.

Example: The letters adi appear in the word traditional. This regulation does not apply to use of the word traditional.

(4) If an item in Part 4 of Schedule 6 applies in relation to the name, the application

must be accompanied by the written consent of the Minister who is specified in

the item.

(5) If an item in Part 5 of Schedule 6 applies in relation to the name, the application

must be accompanied by the written consent of the public authority,

instrumentality or agency that is specified in the item.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Basic features of a company Chapter 2B

Names Part 2B.6

Regulation 2B.6.03

2B.6.03 Exemptions from requirement to set out name and ACN on certain

documents (Act s 155)

For section 155 of the Act, the exemptions provided for in Schedule 7 apply in

relation to the requirements of subsection 153(2) of the Act.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2C Registers

Part 2C.1 Registers generally

Division 2C.1.1 Location of register

Regulation 2C.1.01

Chapter 2C—Registers

Part 2C.1—Registers generally

Division 2C.1.1—Location of register

2C.1.01 Form of notice

A notice to be lodged under subsection 172(2) of the Act must be in a form

approved by ASIC (if a form has been approved).

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Registers Chapter 2C

Registers generally Part 2C.1

Right to inspect and get copies of register Division 2C.1.2

Regulation 2C.1.02

Division 2C.1.2—Right to inspect and get copies of register

2C.1.02 Form of register

For subsection 173(3) of the Act, a copy of a register must be provided as a

delimited text file:

(a) produced by a commercially available spreadsheet or database application;

and

(b) copied onto a CD-ROM or a USB portable memory device.

2C.1.03 Improper purposes for getting copy of register

For paragraph 173(3A)(b) of the Act, the following purposes are prescribed:

(a) soliciting a donation from a member of a company;

(b) soliciting a member of a company by a person who is authorised to assume

or use the word stockbroker or sharebroker in accordance with

section 923B of the Act;

company;

(d) making an offer that satisfies paragraphs 1019D(1)(a) to (d) of the Act;

(e) making an invitation that, were it an offer to purchase a financial product,

would be an offer that satisfies paragraphs 1019D(1)(a) to (d) of the Act.

Note: See subsection 1019D(1) of the Act for a description of unsolicited offers to purchase

financial products off-market.

2C.1.04 Information to be included in application for copy of register

For paragraph 173(3A)(c) of the Act, the information that must be contained in

an application is the name and address of the applicant.

Note: An application must also state the purpose for accessing a copy of a register—see

subsection 173(3A) of the Act.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2C Registers

Part 2C.1 Registers generally

Division 2C.1.3 Use of information on registers by bodies corporate

Regulation 2C.1.05

Division 2C.1.3—Use of information on registers by bodies corporate

2C.1.05 Contact with members after failure to provide copy of register

(1) This regulation applies if a body corporate mentioned in regulation 12.8.02 has

failed to give a person a copy of the part of the register of members of the body

who hold member shares:

(a) within 28 days after the person’s request for a copy; or

(b) if a longer period has been allowed by ASIC—within the longer period.

(2) If the person:

(a) makes a statutory declaration that the person intends to use information that

is contained in that part of the register:

(i) for the purpose of contacting members of the body, or sending

material to members of the body, for a purpose mentioned in

subsection 177(1A) of the Act; and

(ii) in a way that does not contravene that subsection or another law; and

(b) gives the statutory declaration to the body corporate; and

the members;

the body corporate must do everything that is reasonably possible to arrange for

the members to be contacted, or for the material to be sent to the members, on

the person’s behalf by a third party service provider nominated by the body

corporate.

(3) If the body corporate believes on reasonable grounds that the person intends to

use information that is contained in that part of the register:

(a) for a purpose that is not in accordance with subparagraph (2)(a)(i); or

(b) in a way that is not in accordance with subparagraph (2)(a)(ii);

the body corporate is not required to arrange for the members to be contacted or

for the material to be sent to the members on the person’s behalf, and may

terminate any existing arrangement.

(4) The arrangements made by the body corporate must ensure that, to the extent

reasonably possible:

(a) the details, from the register of members, of each member to whom

material is to be sent, or with whom contact is to be made, will be provided

to the third party service provider within 14 days after the person pays the

costs mentioned in subregulation (2); and

(b) a copy of any material that is to be sent to a member will be provided to the

third party service provider within 28 days after the person provides the

material to the body corporate; and

is to be made with a member must be provided to the third party service

provider within 28 days after the person provides the written details to the

body corporate; and

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Registers Chapter 2C

Registers generally Part 2C.1

Use of information on registers by bodies corporate Division 2C.1.3

Regulation 2C.1.05

(d) for any material that is to be sent to a member—the material will be sent to

the member within 14 days after the body corporate provides the material

to the third party service provider; and

(e) if material is not to be sent to a member—contact will be made with the

member within 14 days after the body corporate provides, to the third party

service provider, the written details of the contact that is to be made with

the member.

(5) An arrangement made under subregulation (2) must:

(a) allow for contact to be made, or material to be sent, for a period of 6

months after the period mentioned in subregulation (1); and

(b) require the person to pay the reasonable costs of contacting the members or

sending material to the members to be paid on each occasion before the

contact is made or the material is sent.

(6) A reference in subregulation (1) to the register of members of a body corporate

who hold member shares includes a reference to:

(a) the register of members of a body corporate that is a company limited by

guarantee; and

(b) the register of members of a body corporate limited by shares and

guarantee, who do not hold shares in the body.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2D Officers and employees

Part 2D.2 Restrictions on indemnities, insurance and termination payments

Division 2D.2.2 Termination payments

Regulation 2D.2.01

Chapter 2D—Officers and employees

Part 2D.2—Restrictions on indemnities, insurance and

termination payments

Division 2D.2.2—Termination payments

2D.2.01 Meaning of base salary

(1) For the definition of base salary in section 9 of the Act, the matters specified in

the following table are base salary.

Item Matter

The components of a short-term employee benefit that:

(a) are not dependent on the satisfaction of a performance condition; and

(b) are specified in paragraphs (a), (c) and (d) of column 3 of item 6 in the table in

subregulation 2M.3.03(1); and

A superannuation contribution that:

(a) is not dependent on the satisfaction of a performance condition; and

(b) is paid during the relevant period

A share-based payment that:

(a) is not dependent on the satisfaction of a performance condition; and

(b) is specified in column 3 of item 11 in the table in subregulation 2M.3.03(1); and

A liability or prospective liability to pay tax in respect of a fringe benefit taxable amount

under:

(a) the Fringe Benefits Tax Assessment Act 1986; or

(b) the Fringe Benefits Tax Act 1986;

that relates to the provision of a matter specified in item 1, 2 or 3

(2) For subregulation (1):

(a) if a person has held an office in relation to a company:

(i) throughout a period of more than 12 months; or

(ii) throughout a number of periods of more than 12 months in total;

the relevant period for that person is the last 12 months of that period or

the last 12 months of the total period; and

(b) if a person has held an office in relation to a company:

(i) throughout a period of 12 months or less; or

(ii) throughout a number of periods of 12 months or less in total;

the relevant period for that person is that period or the total period.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Officers and employees Chapter 2D

Restrictions on indemnities, insurance and termination payments Part 2D.2

Termination payments Division 2D.2.2

Regulation 2D.2.02

2D.2.02 Meaning of benefit

(1) For paragraph 200AB(1)(e) of the Act, each of the following things is specified:

(a) any kind of pension, other than a pension paid from a superannuation fund

or a superannuation annuity (whether it is paid from an Australian or a

foreign fund);

(b) an amount paid as a voluntary out-of-court settlement in a matter relating

to the termination of employment;

(i) that is made as part of a restrictive covenant, restraint-of-trade clause

or non-compete clause (however described); and

(ii) the value of which, when added to the value of all other payments (if

any) already made or payable in connection with the person’s

retirement from board or managerial offices in the company and

related bodies corporate, exceeds the payment limit set by

section 200G of the Act.

Note: Subsection 200AB(1) of the Act provides that a benefit includes specified things.

Paragraph 200AB(1)(e) of the Act provides that a benefit includes a thing specified in

regulations. Things that are not specified in subsection 200AB(1) of the Act or

subregulation (1) may also be benefits for the purposes of the Act.

(2) For subsection 200AB(2) of the Act, each of the following things is specified:

(a) a deferred bonus, including a benefit attributable to:

(i) the release of the deferred bonus from a restriction relating to death or

incapacity; or

(ii) the investment of the deferred bonus; or

(iii) another change to the value of the deferred bonus;

(b) a payment from a defined benefits superannuation scheme that was in

existence when this regulation commenced;

employee on or after the commencement of this regulation;

(d) genuine accrued benefits that are payable under a law within the meaning

of section 200H of the Act;

(e) a payment made under a requirement imposed by a law of another country;

(f) a reasonable payment that is made:

(i) in accordance with a policy of the company or body that applies to all

employees; and

(ii) as a result of a genuine redundancy; and

(iii) having regard to the length of a person’s service in an office or

position;

(g) a payment from a prescribed superannuation fund due to death or

incapacity.

Example for paragraph (d): A payment of annual leave, long service leave or sick leave.

Note: Subsection 200AB(2) of the Act provides that a benefit does not include a thing

specified in regulations. Things that are not specified in subregulation (2) may also not

be benefits for the purposes of the Act.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2D Officers and employees

Part 2D.2 Restrictions on indemnities, insurance and termination payments

Division 2D.2.2 Termination payments

Regulation 2D.2.03

(3) In this regulation:

deferred bonus includes an amount, or property, that:

(a) is earned by, accrued by or allocated to a person as remuneration in respect

of a period of employment before the person’s retirement; and

(b) is not paid, provided or released to the person at the time at which it is

earned, accrued or allocated.

prescribed superannuation fund has the meaning given by section 200B of the

Act.

2D.2.03 When benefit given in connection with retirement from an office or a

position

(1) For subsection 200A(1A) of the Act, each of the following circumstances is

specified in relation to a benefit:

(a) circumstances in which the benefit is the automatic vesting of share-based

payments for a person on or as a result of retirement from an office or a

position;

(b) circumstances in which the benefit is the accelerated vesting of share-based

payments for a person on or as a result of retirement from an office or a

position; and

the giving of notice of termination.

Note: Subsection 200A(1A) of the Act provides that a benefit is given in connection with a

person’s retirement from an office or a position if the benefit is given in circumstances

specified in regulations.

(2) For paragraph 200F(1)(b) of the Act, a benefit requires shareholder approval:

(a) if it:

(i) is a deferred bonus under paragraph 2D.2.02(2)(a); and

(ii) is subject to automatic or accelerated vesting under subregulation (1);

and

(iii) exceeds the payment limit set by section 200G of the Act; and

(b) if it is not a benefit attributable to the release of a deferred bonus from a

restriction due to death or incapacity.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Officers and employees Chapter 2D

Disqualification from managing corporations Part 2D.6

Automatic disqualification (Act s 206B) Division 2D.6.1

Regulation 2D.6.01

Part 2D.6—Disqualification from managing corporations

Division 2D.6.1—Automatic disqualification (Act s 206B)

2D.6.01 Prescribed foreign jurisdictions (Act s 206B(7))

For section 206B of the Act, a foreign country, or part of a foreign country,

mentioned in the following table is prescribed.

Item Country or part of country

New Zealand

Corporations Regulations 2001

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Authorised Version F2019C00011 registered 04/01/2019

Chapter 2D Officers and employees

Part 2D.7 Ban on hedging remuneration of key management personnel

Regulation 2D.7.01

Part 2D.7—Ban on hedging remuneration of key

management personnel

2D.7.01 Hedging arrangements (Act s 206J(3))

(1) For subsection 206J(3) of the Act, an arrangement in the following table is to be

treated as an arrangement that has the effect of limiting the exposure of a

member mentioned in subsection 206J(1) of the Act to the risk mentioned in that

subsection.

Item Arrangement

A put option on incentive remuneration

A short position on shares that forms part of incentive remuneration

An income protection insurance contract in which the insurable risk event affects the financial

value of remuneration or equity or an equity-related instrument for the key management

personnel

(2) For subsection 206J(3) of the Act, an arrangement in the following table is not to

be treated as an arrangement that has the effect of limiting the exposure of a

member mentioned in subsection 206J(1) of the Act to the risk mentioned in that

subsection.

Item Arrangement

1 An income protection insurance contract in which the insurable risk event is the death,

incapacity or illness of any of the key management personnel

2 A foreign currency risk arrangement

(3) In this regulation, a short position is a position in relation to shares in a listed

entity where the quantity of the shares that a person has is less than the quantity

of the shares that the person has an obligation to deliver.

(4) In subregulation (3), the person has the shares if:

(a) the person is holding the shares on the person’s own behalf; or

(b) another person is holding the shares on the person’s behalf; or

received the shares; or

(d) the person has vested title in the shares in a borrower, or in an entity

nominated by the borrower, under a securities lending arrangement.

(5) In subregulation (3), the shares that the person has an obligation to deliver are the

shares that the person:

(a) has an obligation to deliver under a sale agreement where the shares have

not been delivered; or

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Officers and employees Chapter 2D

Ban on hedging remuneration of key management personnel Part 2D.7

Regulation 2D.7.01

(b) has an obligation to vest title in a lender under a securities lending

arrangement; or

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2E Related party transactions

Regulation 2E.1.01

Chapter 2E—Related party transactions

2E.1.01 Small amounts given to related entity

For subsection 213(1) of the Act, $5 000 is prescribed.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Meetings Chapter 2G

Meetings of members of companies Part 2G.2

Proxies and body corporate representatives Division 6

Regulation 2G.2.01

Chapter 2G—Meetings

Part 2G.2—Meetings of members of companies

Division 6—Proxies and body corporate representatives

2G.2.01 Authentication of appointment of proxy (Act s 250A)

(1) For subsection 250A(1) of the Act, an electronic authentication of an

appointment of a proxy must include:

(a) a method of identifying the member; and

(b) an indication of the member’s approval of the information communicated.

(2) If a member appoints a proxy by e-mail or Internet-based voting:

(a) the member must be identified by personal details (for example, the

member’s name, address and date of birth); and

(b) the member’s approval of the information communicated must be

communicated by a form of security protection (for example, the entering

of a confidential identification number such as a shareholder registration

number or holder identification number).

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2K Charges

Part 2K.2 Registration

Regulation 2K.2.01

Chapter 2K—Charges

Part 2K.2—Registration

2K.2.01 Lien or charge on crop or wool, or stock mortgage, that is a registrable

security: prescribed law—subsection 262(5) of the Act

For subsection 262(5) of the Act, each of the following laws is a prescribed law

of a State or Territory:

NEW SOUTH WALES

Parts II and III of the Liens on Crops and Wool and Stock Mortgages Act 1898

Parts 2 and 3 (to the extent that Part 3 applies to agricultural goods mortgages) of

the Security Interests in Goods Act 2005

VICTORIA

Parts VII and VIII of the Instruments Act 1958

QUEENSLAND

Part II (being provisions that apply in relation to registration of instruments that

are stock mortgages, liens upon crops and liens on wool) and Part IV (other than

section 24) of the Bills of Sale and Other Instruments Act 1955

The Liens on Crops of Sugar Cane Act 1931

WESTERN AUSTRALIA

Sections 7 and 8 and Parts IX, X and XI of the Bills of Sale Act 1899

SOUTH AUSTRALIA

Liens on Fruit Act, 1923

Stock Mortgages and Wool Liens Act, 1924

TASMANIA

Sections 36 of the Bills of Sale Act 1900

Stock, Wool and Crop Mortgages Act 1930

AUSTRALIAN CAPITAL TERRITORY

Parts IV and V of the Instruments Act 1933.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Charges Chapter 2K

Registration Part 2K.2

Regulation 2K.2.02

2K.2.02 Time period for the provisional registration of charges

For paragraph 265(5)(b) of the Act, the period in which a certificate to the effect

set out in paragraph 265(4)(b) of the Act must be produced to ASIC is 90 days

after the notice is lodged.

2K.2.03 Charge that is a registrable security: specified law—paragraphs

273A(4)(b), 273B(3)(b) and 273C(3)(b) of the Act

For paragraphs 273A(4)(b), 273B(3)(b) and 273C(3)(b) of the Act the following

law is a specified law of a State or Territory:

NEW SOUTH WALES

Security Interests in Goods Act 2005

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2L Debentures

Part 2L.2 Duties of borrower

Regulation 2L.2.01

Chapter 2L—Debentures

Part 2L.2—Duties of borrower

2L.2.01 Register relating to trustees for debenture holders

(1) For subsection 283BCA(2) of the Act, ASIC must enter the following details in

the register in relation to a trustee for debenture holders:

(a) the name and address of the trustee;

(b) either:

(i) if the trustee has an ACN—the trustee’s ACN; or

(ii) the trustee’s ABN;

(d) the name of the trust for which the trustee has been appointed to act;

(e) the day the trust deed was executed.

(2) If ASIC receives a notice from a borrower under subsection 283BC(2) of the Act

that the trustee has revoked the trust deed, it must amend the register by

removing the details entered on the register in relation to the trustee.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Financial reports and audit Chapter 2M

Financial reporting Part 2M.3

Annual financial reports and directors’ reports Division 1

Regulation 2M.3.01

Chapter 2M—Financial reports and audit

Part 2M.3—Financial reporting

Division 1—Annual financial reports and directors’ reports

2M.3.01 Disclosures required by notes to consolidated financial statements—

annual financial reports (Act s 295)

(1) For paragraph 295(3)(a) of the Act, if paragraph 295(2)(b) of the Act applies to a

parent entity, the following disclosures are required in the notes to the financial

statements of the consolidated entity:

(a) current assets of the parent entity;

(b) total assets of the parent entity;

(d) total liabilities of the parent entity;

(e) shareholders’ equity in the parent entity separately showing issued capital

and each reserve;

(f) profit or loss of the parent entity;

(g) total comprehensive income of the parent company;

(h) details of any guarantees entered into by the parent entity in relation to the

debts of its subsidiaries;

(i) details of any contingent liabilities of the parent entity;

(j) details of any contractual commitments by the parent entity for the

acquisition of property, plant or equipment;

(k) comparative information for the previous period for each of paragraphs (a)

to (j).

(2) The disclosures in subregulation (1) must be calculated in accordance with

accounting standards in force in the financial year to which the disclosure relates.

(3) In this regulation:

parent entity means a company, registered scheme or disclosing entity that is

required by the accounting standards to prepare financial statements in relation to

a consolidated entity.

2M.3.03 Prescribed details (Act s 300A)

(1) For paragraph 300A(1)(c) of the Act, the details set out in the table relating to a

person are prescribed.

Item Condition (if any) Details

General

The person’s name

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2M Financial reports and audit

Part 2M.3 Financial reporting

Division 1 Annual financial reports and directors’ reports

Regulation 2M.3.03

Item Condition (if any) Details

Each position held by the person in the

financial year

If the person has held a position (a) The date on which the person began

mentioned in item 2 for less than the holding the position

whole financial year (b) The date (if any) on which the person

ceased to hold the position

If there has been a change in the chief

executive officer or a director of the

entity during the period:

(a) starting immediately after the

reporting date; and

(b) ending immediately before the date on

which the financial report is

authorised for issue

(a) The name of each person involved in the

change

(b) The position involved

5 If a person (other than a director or chief (a) The person’s name

executive officer) has retired during the (b) The position involved period: (c) The date on which the retirement took (a) starting immediately after the effect

reporting date; and

(b) ending immediately before the date on

which the financial report is

authorised for issue

Payments and benefits

Note: See subregulation (2). The person’s short-term employee benefits,

divided into at least the following

components:

(a) cash salary, fees and short-term

compensated absences;

(b) short-term cash profit-sharing and other

bonuses;

(d) other short-term employee benefits

Note: See subregulation (2). The person’s post-employment benefits,

divided into at least the following

components:

(a) pension and superannuation benefits;

(b) other post-employment benefits

Note: See subregulation (2). The person’s long-term employee benefits

other than benefits mentioned in items 6 and

7, separately identifying any amount

attributable to a long-term incentive plan

Note: See subregulation (2). The person’s termination benefits

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Financial reports and audit Chapter 2M

Financial reporting Part 2M.3

Annual financial reports and directors’ reports Division 1

Regulation 2M.3.03

Item Condition (if any) Details

For any position the person started to hold Payments (if any) made to the person,

during the financial year before the person started to hold the

position, as part of the consideration for the

person agreeing to hold the position,

including:

(a) the monetary value of the payment; and

(b) the date of the payment

11 Note: See subregulation (2). Share-based payments made to the person,

divided into at least the following

components:

(a) equity-settled share-based payment

transactions, showing separately:

(i) shares and units; and

(ii) options and rights;

(b) cash-settled share-based payment

transactions;

compensation (including hybrids)

Compensation

For each grant of a cash bonus,

performance-related bonus or share-based

payment compensation benefit made to a

person, whether part of a specific contract

for services or not

The terms and conditions of each grant

affecting compensation in the reporting

period or a future reporting period,

including the following:

(a) the grant date;

(b) the nature of the compensation granted;

used to determine the amount of

compensation;

(d) if there has been any alteration of the

terms or conditions of the grant since the

grant date—the date, details and effect

of each alteration;

(e) the percentage of the bonus or grant for

the financial year that was paid to the

person, or that vested in the person, in

the financial year;

(f) the percentage of the bonus or grant for

the financial year that was forfeited by

the person (because the person did not

meet the service and performance

criteria for the bonus or grant) in the

financial year;

(g) the financial years, after the financial

year to which the report relates, for

which the bonus or grant will be payable

if the person meets the service and

performance criteria for the bonus or

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2M Financial reports and audit

Part 2M.3 Financial reporting

Division 1 Annual financial reports and directors’ reports

Regulation 2M.3.03

Item Condition (if any) Details

For each contract for services between a

person and the disclosing entity (or any of

its subsidiaries)

grant;

(h) estimates of the maximum and

minimum possible total value of the

bonus or grant (other than option grants)

for financial years after the financial

year to which the report relates

Any further explanation that is necessary in

addition to those prescribed in

paragraph 300A(1)(ba) of the Act and

item 12 to provide an understanding of:

(a) how the amount of compensation in the

current reporting period was determined;

and

(b) how the terms of the contract affect

compensation in future periods

If the terms of share-based payment

transactions (including options or rights)

granted as compensation to key

management personnel have been altered

or modified by the disclosing entity or

any of its subsidiaries during the

reporting period

(a) The date of the alteration

(b) The market price of the underlying

equity instrument at the date of the

alteration

immediately before the alteration,

including:

(i) the number and class of the

underlying equity instruments,

exercise price; and

(ii) the time remaining until expiry;

and

(iii) each other condition in the terms

that affects the vesting or exercise

of an option or other right

(d) The new terms

(e) The difference between:

(i) the total of the fair value of the

options or other rights affected by

the alteration immediately before

the alteration; and

(ii) the total of the fair value of the

options or other rights

immediately after the alteration

If options and rights over an equity

instrument issued or issuable by the

disclosing entity or any of its subsidiaries

have been provided as compensation to a

person during the reporting period

Note: See subregulation (3).

(a) The number of options and the number

of rights that:

(i) have been granted; and

(ii) have vested;

during the reporting period

(b) The terms and conditions of each grant

made during the reporting period,

including:

(i) the fair value per option or right at

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Financial reports and audit Chapter 2M

Financial reporting Part 2M.3

Annual financial reports and directors’ reports Division 1

Regulation 2M.3.03

Item Condition (if any) Details

If an equity instrument that is issued or

issuable by the disclosing entity or any of

its subsidiaries has been provided as a

result of the exercise during the reporting

period of options and rights that have

been granted as compensation to a person

Note: See subregulation (3).

Remuneration disclosure

grant date; and

(ii) the exercise price per share or

unit; and

(iii) the amount, if any, paid or

payable by the recipient; and

(iv) the expiry date; and

(v) the date or dates when the options

or rights may be exercised; and

(vi) a summary of the service and

performance criteria that must be

met before the beneficial interest

vests in the person

(a) The number of equity instruments

(b) If the number of options or rights

exercised differs from the number of

equity instruments disclosed under

paragraph (a)—the number of options or

rights exercised

(d) The amount unpaid per instrument

For an option or right over equity

instruments:

(a) issued or issuable by the disclosing

entity or any of its subsidiaries; and

(b) held, whether directly, indirectly or

beneficially, by any of the following:

(i) each key management person;

(ii) a close member of the family

of that person;

(iii) an entity over which the

person or the family member

has, either directly or

indirectly, control, joint control

or significant influence

The number of each of the following:

(a) options and rights held at the start of the

reporting period;

(b) options and rights granted during the

reporting period as compensation;

reporting period;

(d) options and rights resulting from any

other change during the reporting

period;

(e) options and rights held at the end of the

reporting period;

(f) options and rights vested at the end of

the reporting period;

(g) options and rights vested and exercisable

at the end of the reporting period;

(h) options and rights vested and

unexercisable at the end of the reporting

period

For an equity instrument (other than an

option or a right):

(a) issued or issuable by the disclosing

entity or any of its subsidiaries; and

(b) held, whether directly, indirectly or

beneficially, by any of the following:

(i) each key management person;

The number of each of the following:

(a) equity instruments held at the start of the

reporting period;

(b) equity instruments granted during the

reporting period as compensation;

reporting period on the exercise of an

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2M Financial reports and audit

Part 2M.3 Financial reporting

Division 1 Annual financial reports and directors’ reports

Regulation 2M.3.03

Item Condition (if any) Details

(ii) a close member of the family

of that person;

(iii) an entity over which the

person or the family member

has, either directly or

indirectly, control, joint control

or significant influence

option or right;

(d) equity instruments resulting from any

other change during the reporting

period;

(e) equity instruments held at the end of the

reporting period;

(f) equity instruments if included in the

number disclosed under paragraph (e),

held nominally at the end of the

reporting period

For a transaction (other than share-based

payment compensation) that:

(a) involves an equity instrument issued

or issuable by the disclosing entity or

any of its subsidiaries; and

(b) has occurred, during the reporting

period, between the disclosing entity

or any of its subsidiaries and any of

the following:

(i) a key management person;

(ii) a close member of the family

of that person;

(iii) an entity over which the

person or the family member

has, either directly or

indirectly, control, joint control

or significant influence;

if the terms or conditions of the

transaction were more favourable than

those that it is reasonable to expect the

entity would adopt if dealing at

arms-length with an unrelated person

(a) The nature of each different type of

transaction

(b) For each transaction, the terms and

conditions of the transaction

For the aggregate of loans made,

guaranteed or secured, directly or

indirectly, by the disclosing entity and

any of its subsidiaries, in the reporting

period in relation to:

(a) all key management personnel; and

(b) close members of the family of a

member of the key management

personnel; and

persons mentioned in paragraphs (a)

and (b) have, directly or indirectly,

control, joint control or significant

influence

(a) The amount outstanding at the start of

the reporting period

(b) The amount of interest paid and payable

in the reporting period to the disclosing

entity or to any of the entity’s

subsidiaries

disclosed under paragraph (b) and the

amount of interest that would have been

charged on an arms-length basis

(d) Each write-down and each allowance for

doubtful receivables recognised by the

disclosing entity or by any of the entity’s

subsidiaries

(e) The amount outstanding at the end of the

reporting period

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Financial reports and audit Chapter 2M

Financial reporting Part 2M.3

Annual financial reports and directors’ reports Division 1

Regulation 2M.3.03

Item Condition (if any) Details

If the aggregate of loans made,

guaranteed or secured, directly or

indirectly, by the disclosing entity and

any of its subsidiaries, in the reporting

period in relation to:

(a) a particular key management person;

and

(b) close members of the family of the

key management person; and

persons mentioned in paragraphs (a)

and (b) has, directly or indirectly,

control, joint control or significant

influence;

is greater than $100 000

(f) The number of key management

personnel included in the group

aggregate at the end of the reporting

period

(g) A summary of the terms and conditions

of the loans

(a) The amount outstanding at the start of

the reporting period

(b) The amount of interest paid and payable

in the reporting period to the disclosing

entity or to any of the entity’s

subsidiaries

disclosed under paragraph (b) and the

amount of interest that would have been

charged on an arms-length basis

(d) Each write-down and each allowance for

doubtful receivables recognised by the

disclosing entity or by any of the entity’s

subsidiaries

(e) The amount outstanding at the end of the

reporting period

(f) The highest amount of the key

management person’s indebtedness

during the reporting period

(g) A summary of the terms and conditions

of the loans

For a transaction during the reporting

period between the disclosing entity, or

any of its subsidiaries, and a key

management person, a close member of

the family of that person, or an entity over

which the key management person or the

family member has, directly or indirectly,

control, joint control or significant

influence, other than a transaction

mentioned in item 19, 20 or 21 or

subregulation (3B)

(a) Each type of transaction of a different

nature

(b) The terms and conditions of each type of

transaction or, if there are different

categories of terms and conditions

within a type of transaction, the terms

and conditions of each category of

transaction

are different categories of terms and

conditions within a type of transaction,

for each category of transaction:

(i) the names of the persons involved

in the transaction; and

(ii) the aggregate amount recognised

23 For each aggregate amount disclosed (a) The total of amounts recognised as

under item 22 revenue, separately identifying, if

applicable, the total amounts recognised

as:

(i) interest revenue; or

(ii) dividend revenue

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2M Financial reports and audit

Part 2M.3 Financial reporting

Division 1 Annual financial reports and directors’ reports

Regulation 2M.3.03

Item Condition (if any) Details

(b) The total of amounts recognised as

expense, separately identifying, if

applicable, the total amounts recognised

as:

(i) interest expense; or

(ii) write-downs of receivables and

allowances made for doubtful

receivables

provide an understanding of the effects

of the transactions on the financial

statements prepared in accordance with

Australian Accounting Standards

24 For each transaction identified under (a) The total of all assets, classified into

item 22 current and non-current assets, and, if

applicable, any allowance for doubtful

receivables at the end of the reporting

period

(b) The total of all liabilities, classified into

current and non-current liabilities

(2) For items 6, 7, 8, 9 and 11 of the table:

(a) the information of the kind described in the item for the previous financial

year must also be disclosed in the financial year to which the item relates

(to give comparative information for the purposes of the item); but

(b) paragraph (a) does not apply in relation to the first financial year in which

paragraph 300A(1)(c) of the Act applies in relation to a person.

Note: The effect of paragraph (b) is that no comparative information is required in the first

period of reporting on a specific individual.

(3) For items 15 to 19 of the table, a disclosure required by the item must:

(a) be separated into each class of equity instrument; and

(b) identify each class of equity instrument by:

(i) the name of the disclosing entity or the relevant subsidiary that issued

the equity instrument; and

(ii) the class of equity instrument; and

(iii) if the instrument is an option or right—the class and number of equity

instruments for which it may be exercised.

(3A) For items 20 and 21 of the table in subregulation (1), loans do not include loans

involved in transactions that are in substance options, including non-recourse

loans.

(3B) A transaction with, or an amount that is receivable from or payable under a

transaction to, a key management person, a close member of the family of that

person, or an entity over which the person or the family member has, directly or

indirectly, control, joint control or significant influence, is excluded from the

requirements of items 22 to 24 if:

Corporations Regulations 2001

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Authorised Version F2019C00011 registered 04/01/2019

Financial reports and audit Chapter 2M

Financial reporting Part 2M.3

Annual financial reports and directors’ reports Division 1

Regulation 2M.3.03

(a) the transaction occurs within a normal employee, customer or supplier

relationship on terms and conditions no more favourable than those that it

is reasonable to expect the entity would have adopted if dealing at

arms-length with an unrelated person; and

(b) information about the transaction does not have the potential to affect

adversely decisions about the allocation of scarce resources made by users

of the financial statements, or the discharge of accountability by the key

management person; and

(3C) Items 17 to 24 of the table in subregulation (1) apply in relation to a directors’

report for a financial year commencing on or after 1 July 2013.

(4) For subregulation (1), a company must apply the requirements of relevant

accounting standards when disclosing the information mentioned in the

subregulation.

(5) In subregulation (1), an expression that is:

(a) used in the subregulation; and

(b) defined in a relevant accounting standard that is applied for the purpose of

disclosing information;

has the meaning given by that accounting standard.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2M Financial reports and audit

Part 2M.4 Auditor

Regulation 2M.4.01A

Part 2M.4—Auditor

2M.4.01A Membership designations (Act s 324BE)

For paragraph 324BE(1)(b) of the Act, a designation mentioned in an item of the

table is prescribed for membership of the professional accounting body

mentioned in the item.

Membership designations

Item Professional accounting body Designation

Institute of Chartered Accountants in CA; or

Australia FCA

CPA Australia CPA; or

FCPA

Institute of Public Accountants FIPA; or

MIPA

2M.4.01 Notice of appointment of auditors

The responsible entity of a registered scheme must lodge a notice in the approved

form telling ASIC of the appointment by the entity of an auditor of the scheme

under section 331AB of the Act within 14 days of the appointment.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Financial reports and audit Chapter 2M

Annual transparency reports for auditors Part 2M.4A

Regulation 2M.4A.01

Part 2M.4A—Annual transparency reports for auditors

2M.4A.01 Application

This Part applies in relation to annual transparency reports for:

(a) the transparency reporting year in which Schedule 1 to the Corporations

Legislation Amendment (Audit Enhancement) Act 2012 commences; and

(b) all later transparency reporting years.

Note: For the definitions of annual transparency report and transparency reporting year,

see section 9 of the Act.

2M.4A.02 Content of annual transparency report (Act s 332B)

(1) For subsection 332B(1) of the Act, Schedule 7A sets out the information that an

annual transparency report published in accordance with subsection 332A(2) of

the Act must contain.

(2) If the report is published by an audit firm or authorised audit company, see Part 2

of Schedule 7A.

(3) If the report is published by an individual auditor, see Part 3 of Schedule 7A.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2M Financial reports and audit

Part 2M.6 Modification of the operation of Chapter 2M of the Act

Regulation 2M.6.01

Part 2M.6—Modification of the operation of Chapter 2M of

the Act

2M.6.01 Modifications (Act s 343)

For section 343 of the Act, the operation of Chapter 2M of the Act is modified in

accordance with this Part.

2M.6.05 Conduct of auditor—relevant relationships

The operation of Chapter 2M of the Act in relation to:

(a) all companies; and

(b) all registered schemes; and

is modified as set out in Schedule 5C.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Updating ASIC information about companies and registered schemes Chapter 2N

Extract of particulars Part 2N.2

Regulation 2N.2.01

Chapter 2N—Updating ASIC information about

companies and registered schemes

Part 2N.2—Extract of particulars

2N.2.01 Particulars ASIC may require in an extract of particulars (Act s 346B)

Particulars for a company

(1) For the purposes of section 346B of the Act, the following particulars are

prescribed for a company:

(a) ACN;

(b) name;

(d) address of principal place of business in this jurisdiction;

(e) for each director and company secretary:

(i) the person’s name; and

(ii) the person’s usual residential address, or, if the person is entitled to

have an alternative address under subsection 205D(2) of the Act, that

alternative address; and

(iii) the person’s date and place of birth;

(f) the date of appointment or cessation of each director, secretary or alternate

director;

(g) for issued shares—the classes into which the shares are divided, and for

each class of share issued:

(i) the number of shares in the class; and

(ii) the total amount paid up for the class; and

(iii) the total amount unpaid for the class;

(h) for a proprietary company—the names and addresses of:

(i) if the company has 20 or fewer members—all members; or

(ii) if the company has more than 20 members—the top 20 members in

each class;

(i) for a proprietary company that has a share capital:

(i) the total number of shares in each class held by each of the members

mentioned in paragraph (h); and

(ii) whether or not the shares are fully paid; and

(iii) whether or not the shares are beneficially owned;

(j) for the ultimate holding company—its name and either:

(i) its ACN or ARBN if registered in this jurisdiction; or

(ii) the place at which it was incorporated or formed if not registered in

this jurisdiction.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2N Updating ASIC information about companies and registered schemes

Part 2N.2 Extract of particulars

Regulation 2N.2.01

Particulars for a registered scheme

(2) For the purposes of section 346B of the Act, the following particulars are

prescribed for a registered scheme:

(a) ARSN;

(b) name;

(d) if the scheme is a managed investment scheme that is a unit trust:

(i) issued interests in the scheme; and

(ii) the classes into which the interests are divided; and

(iii) for each class of interest issued—the number of interests in the class,

the total amount paid up for the class and the total amount unpaid for

the class;

(e) if the scheme is a managed investment scheme that is not a unit trust:

(i) issued interests in the scheme; and

(ii) a description of the nature of the interests (for example, interest in a

limited partnership, right to participate in a timesharing scheme); and

(iii) the number of the interests; and

(iv) the total amount paid for the interests; and

(v) the total amount unpaid for the interests.

Additional particulars for an Australian passport fund

(3) For the purposes of section 346B of the Act, the following particulars are

prescribed for a registered scheme that is an Australian passport fund, in addition

to the particulars prescribed for the scheme under subregulation (2):

(a) the APFRN for the fund;

(b) if the fund has or had a name in a participating economy (including

Australia) that is different from its current name in Australia, then for each

name that the fund has or had in a participating economy:

(i) that name; and

(ii) the name of each participating economy in which the fund has or had

that name; and

(iii) for each such economy—the start date and (if applicable) the end date

of each period during which the fund has or had that name in that

economy.

Particulars for a notified foreign passport fund

(4) For the purposes of section 346B of the Act, the following particulars are

prescribed for a notified foreign passport fund:

(a) the NFPFRN for the fund and any other unique number for the fund

allocated to the fund by ASIC;

(b) the name of the fund;

(d) in relation to the operator of the fund:

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Updating ASIC information about companies and registered schemes Chapter 2N

Extract of particulars Part 2N.2

Regulation 2N.2.01

(i) the name and ARBN of the operator; and

(ii) the name and address of each local agent of the operator; and

(iii) the address of the operator’s registered office or principal place of

business in its place of origin;

(e) if the fund has or had a name in a participating economy (including

Australia) that is different from its current name in Australia, then for each

name that the fund has or had in a participating economy:

(i) that name; and

(ii) the name of each participating economy in which the fund has or had

that name; and

(iii) for each such economy—the start date and (if applicable) the end date

of each period during which the fund has or had that name in that

economy.

Definitions

(5) In this regulation:

participating economy has the same meaning as in Chapter 8A of the Act.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2N Updating ASIC information about companies and registered schemes

Part 2N.4 Return of particulars

Regulation 2N.4.01

Part 2N.4—Return of particulars

2N.4.01 Particulars ASIC may require in a return of particulars (Act s 348B)

Particulars for a company

(1) For the purposes of section 348B of the Act, the following particulars are

prescribed for a company:

(a) the personal details of a director, secretary or alternate director mentioned

in subsection 205B(3) of the Act;

(b) the date of appointment or cessation of a director, secretary or alternate

director;

alternate director;

(d) evidence that a specified person is (or is not) a director, secretary or

alternate director;

(e) completion of a declaration indicating that the company is a special

purpose company within the meaning of regulation 3 of the Corporations

(Review Fees) Regulations 2003;

(f) the name of the ultimate holding company;

(g) the date on which a company became, or ceased to be, the ultimate holding

company;

(h) the previous name, or the new name, of the ultimate holding company;

(i) the date of issue, cancellation, or transfer of shares;

(j) the date of any change to amounts paid on shares;

(k) a statement of whether or not shares for one or more members are

beneficially owned;

(l) the date of any change to beneficial ownership of shares;

(m) any of the following information from the share structure table for a class

of share:

(i) the share class code;

(ii) the full title of the class of share;

(iii) the total number of shares in the class that have been issued;

(iv) the total amount paid for shares in the class;

(v) the total amount unpaid for shares in the class;

(n) the date on which a new member’s name was entered in the register of

members;

(o) a statement that the company is:

(i) a small proprietary company mentioned in subsection 45A(2) of the

Act; or

(ii) a large proprietary company mentioned in subsection 45A(3) of the

Act; or

(iii) a foreign controlled small proprietary company mentioned in

paragraph 292(2)(b) of the Act;

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Updating ASIC information about companies and registered schemes Chapter 2N

Return of particulars Part 2N.4

Regulation 2N.4.01

(p) a statement that the company is listed (or not listed) on a financial market,

and the name of the financial market (if any);

(q) a statement of whether the company complies with subsection 348C(2) or

(3) of the Act;

(r) information that the company is required to provide under

subsection 142(2), 146(1), 205B(1) or (4), 254X(1) or 319(1) of the Act.

Particulars for a registered scheme

(2) For the purposes of section 348B of the Act, the following particulars are

prescribed for a registered scheme:

(a) the date on which a new member’s name was entered in the register of

members;

(b) the new name of the responsible entity of the scheme;

of the Act;

(d) for each financial year for the scheme specified in the return of

particulars—the name of each auditor of a financial report for the scheme

for that year;

(e) the name of the auditor of the compliance plan for the scheme;

(f) if the scheme is an Australian passport fund—the name of the

implementation reviewer for the fund for each review period for the fund

specified in the return of particulars.

Particulars for a notified foreign passport fund

(3) For the purposes of section 348B of the Act, the following particulars are

prescribed for a notified foreign passport fund:

(a) the date on which a new member’s name was entered in the register of

members;

(b) the new name of the operator of the fund;

of the Act;

(d) for each financial year for the fund specified in the return of particulars—

the name of each auditor of a report for the fund for that year that is

prepared in accordance with the financial reporting requirements applying

to the fund under the Passport Rules for the home economy for the fund;

(e) the name of the implementation reviewer for the fund for each review

period for the fund specified in the return of particulars.

Definitions

(4) In this regulation:

implementation reviewer, for a passport fund, has the same meaning as in the

Passport Rules for this jurisdiction.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 2N Updating ASIC information about companies and registered schemes

Part 2N.4 Return of particulars

Regulation 2N.4.01

review period, for a passport fund, has the meaning given by subsection 15(1) of

the Passport Rules for this jurisdiction.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Arrangements and reconstructions Part 5.1

Regulation 5.1.01

Chapter 5—External administration

Part 5.1—Arrangements and reconstructions

5.1.01 Prescribed information for paragraph 411(3)(b) and

subparagraph 412(1)(a)(ii) of the Act

(1) For paragraph 411(3)(b) and subparagraph 412(1)(a)(ii) of the Act, unless ASIC

otherwise allows, the explanatory statement must:

(a) for a proposed arrangement between a Part 5.1 body and its creditors, or a

class of its creditors:

(i) state the matters set out; and

(ii) have annexed to it the reports and copies of documents mentioned;

in Part 2 of Schedule 8; and

(b) for a proposed arrangement between a Part 5.1 body and its members, or a

class of its members, other than a proposed arrangement mentioned in

paragraph (c):

(i) state the matters set out; and

(ii) have annexed to it the reports and copies of documents mentioned;

in Part 3 of Schedule 8; and

class of its members, in relation to the reconstruction of a corporation, or

the amalgamation of 2 or more corporations, if:

(i) the whole or part of the undertaking or of the property of a

corporation is to be transferred to a trustee to be held beneficially on

behalf of the unit holders of the trust; or

(ii) the shares in the corporation that are held by members are to be

cancelled and control is to pass to a trustee to be held on behalf of a

unit holder of the trust;

state the matters set out and have annexed to it the documents and, if the

trustee of that business operates no other business in relation to that trust,

the reports mentioned, in Part 4 of Schedule 8.

(2) For the purposes of Schedule 8, securities exchange means Australian Stock

Exchange Limited.

5.1.02 Giving notice under subsection 414(2) or (9) of the Act

A notice under subsection 414(2) or (9) of the Act must be given to a person:

(a) by personal delivery; or

(b) by prepaid post to the person’s address shown in the books of the transferor

company.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.1 Arrangements and reconstructions

Regulation 5.1.50

5.1.50 Prescribed kinds of contracts, agreements or arrangements under which

rights are not subject to the stay in section 415D of the Act

For the purposes of subparagraph 415D(6)(b)(i) of the Act, each of the kinds of

contracts, agreements or arrangements referred to in subregulation 5.3A.50(2) is

prescribed.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Receivers, and other controllers, of corporations Part 5.2

Regulation 5.2.01

Part 5.2—Receivers, and other controllers, of corporations

5.2.01 Controller’s notice to owner or lessor of property—how given

A notice under subsection 419A(3) of the Act must be given to the owner or

lessor, as the case may be, by personal delivery or by prepaid post to the owner’s

or lessor’s usual place of residence or business or the place of residence or

business last known to the controller.

5.2.02 Certified copies of reports

A copy of:

(a) a report that must be lodged; and

(b) a certificate or other document annexed to that report;

must be certified in writing to be a true copy by:

property of the corporation; or

(f) for a copy lodged for subsection 475(7) of the Act—by the liquidator or

provisional liquidator of the company.

5.2.50 Prescribed kinds of contracts, agreements or arrangements under which

rights are not subject to the stay in section 434J of the Act

For the purposes of subparagraph 434J(5)(b)(i) of the Act, each of the kinds of

contracts, agreements or arrangements referred to in subregulation 5.3A.50(2) is

prescribed.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.3A Administration of a company’s affairs with a view to executing a deed of company

arrangement

Regulation 5.3A.03A

Part 5.3A—Administration of a company’s affairs with a

view to executing a deed of company arrangement

5.3A.03A Notice of first meeting of creditors

(1) This regulation is made for paragraph 436E(3)(b) of the Act.

(2) The information about a meeting that is to be set out in a notice is at least the

following information:

(a) the name of the company;

(b) any trading name of the company;

(d) the section of the Act or, in the case of a combined notice, the sections of

the Act under which the notice is being given;

(e) the time, date and place for the meeting;

(f) the purpose for which the meeting is being convened under that section;

(g) the time and date by which proofs of debt, and proxies for the meeting, are

to be submitted;

(h) the name and contact details of the administrator;

(i) the date on which the administrator was appointed;

(j) the section of the Act under which the administrator was appointed.

5.3A.05 Administrator’s notice to owner or lessor of property—how given

A notice under subsection 443B(3) of the Act must be given to the owner or

lessor, as the case may be, by personal delivery or by prepaid post to the owner’s

or lessor’s usual place of residence or business or the place of residence or

business last known to the administrator.

5.3A.06 Provisions included in deed of company arrangement

For subsection 444A(5) of the Act, the prescribed provisions are those set out in

Schedule 8A.

5.3A.06A Notice of resolution to wind up voluntarily

(1) This regulation is made for paragraph 446A(5)(b) of the Act.

(2) The notice must be published by the end of the next business day after a

liquidator is appointed to administer the winding up of the company.

5.3A.07A Notice of appointment of administrator

(1) This regulation is made for paragraph 450A(1)(b) of the Act.

Corporations Regulations 2001

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External administration Chapter 5

Administration of a company’s affairs with a view to executing a deed of company arrangement Part

5.3A

Regulation 5.3A.50

(2) The information about an appointment that is to be set out in a notice is at least

the following information:

(a) the name of the company;

(b) any trading name of the company;

(d) the section of the Act or, in the case of a combined notice, the sections of

the Act under which the notice is being given;

(e) the name and contact details of the administrator;

(f) the date on which the administrator was appointed;

(g) the section of the Act under which the administrator was appointed.

(3) The period within which the notice is to be published is 3 business days after an

administrator is appointed.

5.3A.50 Prescribed kinds of contracts, agreements or arrangements under which

rights are not subject to the stay in section 451E of the Act

(1) For the purposes of subparagraph 451E(5)(b)(i) of the Act, each of the kinds of

contracts, agreements or arrangements referred to in subregulation (2) is

prescribed.

(2) The kinds of contracts, agreements or arrangements are as follows:

(a) an agreement (within the meaning of the Convention defined in section 3

of the International Interests in Mobile Equipment (Cape Town

Convention) Act 2013);

(b) a contract, agreement or arrangement that is a licence, permit or approval

issued by:

(i) the Commonwealth, a State or a Territory; or

(ii) an authority of the Commonwealth or of a State or a Territory; or

(iii) a local governing body established by or under a law of a State or

Territory;

security, border protection or defence capability;

(d) a contract, agreement or arrangement for the supply of goods or services to

a public hospital or a public health service;

(e) a contract, agreement or arrangement for the supply of goods or services by

or on behalf of a public hospital or a public health service;

(f) a contract, agreement or arrangement for the supply of essential or critical

goods or services to, or the carrying out of essential or critical works for:

(i) the Commonwealth, a State or a Territory; or

(ii) an authority of the Commonwealth or of a State or a Territory; or

(iii) a local governing body established by or under a law of a State or

Territory; or

(iv) the public on behalf of an entity covered by subparagraph (i), (ii) or

(iii);

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.3A Administration of a company’s affairs with a view to executing a deed of company

arrangement

Regulation 5.3A.50

Note: Examples of these essential or critical goods, services or works include public transport services, public security or safety services, and works affecting essential public infrastructure.

(g) a contract, agreement or arrangement that is, or is directly connected with,

a derivative;

(h) a contract, agreement or arrangement that is, or is directly connected with,

a securities financing transaction;

(i) a contract, agreement or arrangement for the underwriting of an issue, or

sale, of securities, financial products, bonds, promissory notes, or

syndicated loans;

(j) a contract, agreement or arrangement under which a party is or may be

liable to subscribe for, or to procure subscribers for, securities, financial

products, bonds, promissory notes, or syndicated loans;

(k) a contract, agreement or arrangement that is, or governs, securities,

financial products, bonds, promissory notes, or syndicated loans;

(l) a contract, agreement or arrangement under which securities are offered, or

may be offered, under a rights issue;

(m) a contract, agreement or arrangement for the sale of all or part of a

business, including by way of the sale of securities or financial products;

(n) a contract, agreement or arrangement for the issue of an instrument that:

(i) is a security, financial product, bond, promissory note, or syndicated

loan; and

(ii) belongs to a class of such instruments, each of which is fungible, and

the first of which was issued before 1 July 2018;

(o) a contract, agreement or arrangement that is, or is directly connected with,

a margin lending facility (within the meaning of Chapter 7 of the Act);

(p) a contract, agreement or arrangement that is:

(i) a covered bond (within the meaning of the Banking Act 1959); or

(ii) for issuing such a bond; or

(iii) directly connected with such a bond or the issuing of such a bond;

(q) a contract, agreement or arrangement providing for the management of

financial investments;

(r) a contract, agreement or arrangement that involves a special purpose

vehicle, and that provides for securitisation or a public-private partnership;

(s) a contract, agreement or arrangement that involves a special purpose

vehicle, and that provides for a project finance arrangement under which:

(i) a financial accommodation is to be repaid or otherwise discharged

primarily from the project’s cash flow; and

(ii) all or substantially all of the project’s assets, rights and interests are to

be held as security for the financial accommodation;

(t) a contract, agreement or arrangement for the keeping in escrow of:

(i) code, or passwords, for computer software; or

(ii) material directly associated with such code or passwords;

(u) a contract, agreement or arrangement for the commercial charter of a ship

if:

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

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External administration Chapter 5

Administration of a company’s affairs with a view to executing a deed of company arrangement Part

5.3A

Regulation 5.3A.50

(i) the ship is not an Australian ship (within the meaning of the Shipping

Registration Act 1981); and

(ii) the charter is by an Australian national (within the meaning of that

Act) for the purposes of exporting goods from Australia, or from an

external Territory, to another country;

(v) a contract, agreement or arrangement under which the priority of security

interests in particular property is changed or can change;

(w) a contract, agreement or arrangement that is a flawed asset arrangement;

(x) a contract, agreement or arrangement that is, or is directly connected with,

a factoring arrangement (within the meaning of the ASIC Corporations

(Factoring Arrangements) Instrument 2017/794);

(y) a contract, agreement or arrangement that is the operating rules (other than

the listing rules) of a financial market;

Note: The operating rules of a licensed market (within the meaning of Chapter 7 of the Act) are a contract, see subsection 793B(1) of the Act.

(z) a contract, agreement or arrangement that is the operating rules of a

clearing and settlement facility;

Note: The operating rules of a licensed CS facility (within the meaning of Chapter 7 of the Act) are a contract, see subsection 822B(1) of the Act.

(za) a contract, agreement or arrangement that confers rights on the operator of

a financial market, or the operator of a clearing and settlement facility, in

relation to the operation of the market or facility;

(zb) a contract, agreement or arrangement of which the parties include the

Reserve Bank of Australia and the operator of a clearing and settlement

facility;

(zc) a contract, agreement or arrangement under which participants (within the

meaning of Chapter 7 of the Act) in a clearing and settlement facility may

settle obligations on behalf of other participants (within the meaning of that

Chapter) in the facility;

(zd) a legally enforceable arrangement referred to in paragraph 9(1)(b) of the

Payment Systems and Netting Act 1998 that supports an approved RTGS

system (within the meaning of that Act);

Note: The arrangement includes the rules that are part of that arrangement.

(ze) an approved netting arrangement (within the meaning of the Payment

Systems and Netting Act 1998);

Note: The arrangement includes the rules that are part of that arrangement.

(zf) a contract, agreement or arrangement that confers rights on:

(i) the operator of an approved RTGS system (within the meaning of the

Payment Systems and Netting Act 1998); or

(ii) the coordinator of an approved netting arrangement (within the

meaning of that Act);

in relation to the operation of that system or netting arrangement;

(zg) a contract, agreement or arrangement under which the parties to an

arrangement covered by paragraph (zd) or (ze) (the main arrangement)

may settle obligations on behalf of other parties to the main arrangement;

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Chapter 5 External administration

Part 5.3A Administration of a company’s affairs with a view to executing a deed of company

arrangement

Regulation 5.3A.50

(zh) a close-out netting contract (within the meaning of the Payment Systems

and Netting Act 1998);

(zi) a contract, agreement or arrangement under which security is given over

financial property (within the meaning of the Payment Systems and Netting

Act 1998) in respect of eligible obligations (within the meaning of that Act)

of a party to a contract covered by paragraph (zh);

(zj) a netting market (within the meaning of the Payment Systems and Netting

Act 1998);

(zk) a market netting contract (within the meaning of the Payment Systems and

Netting Act 1998);

(zl) a contract, agreement or arrangement under which security is given, in

accordance with a market netting contract covered by paragraph (zk), in

respect of obligations of a party to the market netting contract;

(zm) a contract, agreement or arrangement that is an outsourcing arrangement

for the purposes of Prudential Standard CPS 231 Outsourcing or

Prudential Standard SPS 231 Outsourcing;

Note 1: In 2018, Prudential Standard CPS 231 Outsourcing was set out in the Banking, Insurance and Life Insurance (prudential standard) determination No. 6 of 2016.

Note 2: In 2018, Prudential Standard SPS 231 Outsourcing was set out in the Superannuation (prudential standard) determination No. 3 of 2012.

(zn) a contract, agreement or arrangement entered into or renewed on or after

1 July 2018, but before 1 July 2023, as a result of either of the following:

(i) the novation of, or the assignment of one or more rights under, a

contract, agreement or arrangement entered into before 1 July 2018;

(ii) a variation of a contract, agreement or arrangement entered into

before 1 July 2018;

(zo) a contract, agreement or arrangement entered into on or after 1 July 2018,

but before 1 July 2023, for the provision of any of the following kinds of

work, goods or services for a particular project:

(i) building work (within the meaning of the Building and Construction

Industry (Improving Productivity) Act 2016);

(ii) work to be carried out anywhere in Australia that, if carried out in

New South Wales, would be covered by paragraph 5(1)(d) or (f) of

the Building and Construction Industry Security of Payment Act 1999

(NSW) and not be excluded by subsection 5(2) of that Act;

(iii) goods or services to be provided anywhere in Australia that, if

provided in New South Wales, would be related goods and services

(within the meaning of the Building and Construction Industry

Security of Payment Act 1999 (NSW));

if the total payments under all contracts, agreements or arrangements for

the project for work, goods or services of those kinds is at least $1 billion;

(zp) a contract, agreement or arrangement that:

(i) is entered into to enable the satisfactory completion of a contract,

agreement or arrangement covered by paragraph (zo); and

(ii) is for the provision of a kind of work, goods or services covered by

that paragraph.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Winding up in insolvency Part 5.4

Regulation 5.4.01

Part 5.4—Winding up in insolvency

5.4.01 Application to Court for winding up—prescribed agency

The Australian Prudential Regulation Authority is a prescribed agency for

paragraph 459P(1)(g) of the Act.

5.4.01A Notice of application to wind up a company

(1) This regulation is made for paragraph 465A(1)(c) of the Act.

(2) The information about an application that is to be set out in a notice is at least the

following information:

(a) if the court rules require particular information to be published for the

application and the court has not dispensed with publication under the

rules—that information;

(b) if the court rules do not require particular information to be published, or

the court has dispensed with publication under the rules:

(i) the name of the company; and

(ii) any trading name of the company; and

(iii) the ACN of the company; and

(iv) the date on which the application was filed; and

(v) the identifying number allocated by the court when the application

was filed; and

(vi) the name of the applicant; and

(vii) the address for service of the applicant; and

(viii) the name and address of the court where the application will be heard;

and

(ix) the time and date of the court hearing; and

(x) the way in which documents that are filed in relation to the

application may be obtained.

5.4.01B Notice of Court-ordered winding up

(1) This regulation is made for the purposes of subsection 465A(2) of the Act.

(2) The information about an order by the Court that must be set out in a notice is at

least the following information:

(a) the Court that made the order;

(b) the date the order was made;

(d) the name of the company;

(e) any business name of the company;

(f) any ABN of the company;

(g) any ACN of the company.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.4 Winding up in insolvency

Regulation 5.4.02

5.4.02 Compromise of debt by liquidator—prescribed amount

For paragraph 477(2A)(a) of the Act, the amount of $100,000 is prescribed.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Winding up by ASIC Part 5.4C

Regulation 5.4C.01

Part 5.4C—Winding up by ASIC

5.4C.01 Notice of intention to order winding up of a company

(1) For subparagraph 489EA(6)(b)(ii) of the Act, this regulation prescribes the

manner of publishing notice of ASIC’s intention to make an order under

subsection 489EA(1), (2), (3) or (4) of the Act.

(2) Notice is to be published on the publication website, established under

subsection 5.6.75(1), at least 10 business days before ASIC makes the order.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.5 Voluntary winding up

Regulation 5.5.01

Part 5.5—Voluntary winding up

5.5.01 Notice of resolution to wind up voluntarily

(1) This regulation is made for paragraph 491(2)(b) of the Act.

(2) The information about a resolution that is to be set out in a notice is at least the

following information:

(a) the name of the company;

(b) any trading name of the company;

(d) the section of the Act under which the notice is being given;

(e) the name and contact details of the liquidator;

(f) the date on which the resolution was passed.

(3) The notice must be published by the end of the next business day after a

liquidator is appointed to administer the winding up of the company.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Winding up generally Part 5.6

Regulation 5.6.11

Part 5.6—Winding up generally

5.6.11 Application

In regulations 5.6.37 to 5.6.57, unless the contrary intention appears:

proof of debt or claim includes a statement of particulars of a debt or claim

submitted in accordance with regulation 5.6.39, as well as a formal proof of debt

or claim.

5.6.11A Electronic methods of giving or sending certain notices etc

(1) This regulation applies if a person (the notifier) is authorised or required to give

or send a notice, or other document, to a person (the recipient) under any of the

following provisions:

(d) subregulation 5.6.53(1);

(e) subregulation 5.6.54(1);

(f) subregulation 5.6.55(3);

(g) subregulation 5.6.59(1);

(h) subregulation 5.6.62(1);

(i) paragraph 5.6.65(1)(b);

(j) paragraph 5.6.66(1)(d);

(k) paragraph 5.6.66(3)(a).

(2) If the recipient nominates an electronic address by which the recipient may be

notified of the notice or document, the notifier may give or send the notice or

document to the recipient by sending it to that electronic address.

(3) If the recipient nominates any other electronic means by which the recipient may

be notified of such notices or documents, the notifier may give or send the notice

or document to the recipient by using that electronic means.

(4) If the recipient nominates:

(a) an electronic means (the nominated notification means) by which the

recipient may be notified that such notices or documents are available; and

(b) an electronic means (the nominated access means) the recipient may use to

access such notices or documents;

the notifier may give or send the document to the recipient by notifying the

recipient (using the nominated notification means):

(d) how the recipient may use the nominated access means to access the notice

or document.

(5) A notice or document sent to an electronic address, or by other electronic means,

is taken to be given or sent on the business day after it is sent.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.6 Winding up generally

Regulation 5.6.37

(6) A notice or document given or sent under subsection (4) is taken to be given or

sent on the business day after the day on which the recipient is notified that the

notice or document is available.

(7) Subregulations (2), (3) and (4) do not limit the provisions mentioned in

subsection (1).

5.6.37 Establishing title to priority

Regulations 5.6.39 to 5.6.57 (inclusive) apply to the establishment of a title to

priority as if it were a debt or claim.

5.6.39 Notice to submit particulars of debt or claim

(1) A liquidator may from time to time fix a day, not less than 14 days after the day

on which notice is given in accordance with subregulation (2), on or before

which a creditor may submit particulars of his or her debt or claim.

(2) The notice must be lodged with ASIC in accordance with

subregulation 5.6.75(4).

(3) The notice must state at least the following information:

(a) the name of the company;

(b) any trading name of the company;

(d) the day fixed under subregulation (1).

5.6.40 Preparation of a proof of debt or claim

(1) A proof of debt or claim may be prepared by the creditor personally or by a

person authorised by the creditor.

(2) A proof prepared by an authorised person must state his or her authority and

means of knowledge.

5.6.41 Disclosure of security

A proof of debt or claim must state:

(a) whether the creditor is or is not a secured creditor; and

(b) the value and nature of the creditor’s security (if any); and

5.6.42 Discounts

In preparing a proof of debt or claim, a creditor must allow for all discounts for

which an allowance would have been made if the company were not being

wound up.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Winding up generally Part 5.6

Regulation 5.6.43

5.6.43 Periodical payments

(1) If rent or any other payment:

(a) falls due at stated times; and

(b) the relevant date is a time other than one of those times;

the person entitled to the rent or other payment may submit a proof of debt or

claim for a proportionate part of the rent or other payment, up to the date of the

winding up order or resolution, as if the rent or payment accrued from day to

day.

(2) If the liquidator remains in control of premises rented to a company that is being

wound up, subregulation (1) does not affect the right of the landlord of the

premises to claim payment of rent by the company or the liquidator during the

period of the company’s occupation or the liquidator’s control.

5.6.43A Debt or claim of uncertain value—appeal to Court

(1) An appeal to the Court under subsection 554A(3) of the Act must be made:

(a) within 21 days after the person aggrieved becomes aware of the

liquidator’s estimate or, if the period is extended under subregulation (2),

within the extended period; and

(b) in accordance with the rules.

(2) On application by the person aggrieved before or after the end of the period of 21

days mentioned in subregulation (1), the Court may extend the period within

which an appeal must be made.

5.6.44 Debt discount rate (Act s 554B)

The discount by which the amount payable on the future date is to be reduced

under section 554B of the Act is 8% a year calculated from the declaration of the

dividend to the time when the debt would have become payable according to the

terms on which it was contracted.

5.6.45 Employees’ wages

(1) If the employees of a company make demands:

(a) for wages or salaries (whether or not earned wholly or in part by way of

commission), whether or not payable to the employees for annual leave or

long service leave; or

(b) for retrenchment payments;

one proof of debt or claim may be prepared and submitted on behalf of those

employees.

(2) A proof of debt or claim prepared and submitted under subregulation (1):

(a) must have annexed to it a schedule setting out the names of the employees

and the amounts due to each of them; and

(b) has the same effect as if separate proofs had been prepared and submitted

by each of the employees named in the schedule.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.6 Winding up generally

Regulation 5.6.46

5.6.46 Production of bill of exchange and promissory note

If a company is, or may become, liable on:

(a) a bill of exchange; or

(b) a promissory note; or

it must be produced to the liquidator before a proof of debt or claim for the

liability can be admitted, unless the Court otherwise orders.

5.6.47 Admission of debt or claim without formal proof

(2) If a liquidator admits a debt or claim without formal proof, it is not necessary for

the liquidator formally to admit the debt or claim in writing.

(3) If a creditor’s debt or claim has been admitted without formal proof, a notice of

dividend is sufficient notice of the admission.

(4) A liquidator must not reject a debt or claim without:

(a) notifying the creditor of the grounds of the liquidator’s rejection; and

(b) requiring that a formal proof of debt or claim be submitted for that debt or

claim.

5.6.48 Notice to creditors to submit formal proof

(1) A liquidator may from time to time fix a day, not less than 14 days after the day

on which notice is given in accordance with subregulation (2), on or before

which creditors of the company whose debts or claims have not been admitted

are formally to prove their debts or claims.

(2) A liquidator must give the notice:

(a) by lodging the notice with ASIC in accordance with

subregulation 5.6.75(4); and

(b) to every person who, to the knowledge of the liquidator, claims to be a

creditor of the company, and whose debt or claim has not been admitted.

Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that

provision, nominated electronic means to receive notices, the notifier may give or send

the notice mentioned in this paragraph by the nominated electronic means.

(3) The notice must state at least the following information:

(a) the name of the company;

(b) any trading name of the company;

(d) the day fixed under subregulation (1).

(4) A creditor of the company who fails to comply with a requirement of a liquidator

under subregulation (1) is excluded:

(a) from the benefit of a distribution made before his or her debt or claim is

admitted; and

(b) from objecting to that distribution.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Winding up generally Part 5.6

Regulation 5.6.49

5.6.49 Formal proof of debt or claim

(1) A debt or claim may be formally proved by delivering or sending by post a

formal proof of debt or claim to the liquidator.

(2) A formal proof of debt or claim:

(a) that is prepared and submitted in accordance with regulation 5.6.45—must

be in accordance with Form 536; and

(b) in any other case—must be in accordance with Form 535.

5.6.50 Contents of formal proof of debt or claim

(1) A formal proof of debt or claim must:

(a) contain detailed particulars of the debt or claim sought to be proved; and

(b) in the case of a debt, include a statement of account; and

(2) The liquidator may at any time call for the production of the vouchers mentioned

in subregulation (1).

5.6.51 Costs of proof

A creditor must bear the cost:

(a) of proving his or her debt or claim; or

(b) of amending a proof of debt or claim;

unless the Court otherwise orders.

5.6.52 Liquidator to notify receipt of proof of debt or claim

If a liquidator is requested to do so by the person submitting a proof of debt or

claim, the liquidator must notify that person of the receipt of the proof and

whether or not it has been admitted under regulation 5.6.47.

5.6.53 Time for liquidator to deal with proofs

(1) A liquidator must, within:

(a) 28 days after receiving a request in writing from a creditor to do so; or

(b) if ASIC allows—any further period;

in writing:

creditor; or

(d) reject all or part of the formal proof of debt or claim; or

(e) require further evidence in support of it.

Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that

provision, nominated electronic means to receive notices, the notifier may give or send

the notice mentioned in this subregulation by the nominated electronic means.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.6 Winding up generally

Regulation 5.6.54

(2) If the liquidator does not deal with a request under subregulation (1) in

accordance with that subregulation, the creditor who submitted the proof may

apply to the Court for a decision in respect of it.

(3) If the liquidator gives notice in writing to a creditor that further evidence is

required in support of the formal proof of debt or claim submitted by the creditor

under subregulation (1), the period mentioned in that subregulation is taken not

to have begun to run until the day on which the liquidator receives a sufficient

written answer to his or her notice.

5.6.54 Grounds of rejection and notice to creditor

(1) Within 7 days after the liquidator has rejected all or part of a formal proof of debt

or claim, the liquidator must:

(a) notify the creditor of the grounds for that rejection in accordance with

Form 537; and

(b) give notice to the creditor at the same time:

(i) that the creditor may appeal to the Court against the rejection within

the time specified in the notice, being not less than 14 days after

service of the notice, or such further period as the Court allows; and

(ii) that unless the creditor appeals in accordance with subparagraph (i),

the amount of his or her debt or claim will be assessed in accordance

with the liquidator’s endorsement on the creditor’s proof.

Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that

provision, nominated electronic means to receive notices, the notifier may give or send

the notice mentioned in this subregulation by the nominated electronic means.

(2) A person may appeal against the rejection of a formal proof of debt or claim

within:

(a) the time specified in the notice of the grounds of rejection; or

(b) if the Court allows—any further period.

(3) The Court may extend the time for filing an appeal under subregulation (2), even

if the period specified in the notice has expired.

(4) If the liquidator has admitted a formal proof of debt or claim, the notice of

dividend is sufficient notice of the admission.

5.6.55 Revocation or amendment of decision of liquidator

(1) If the liquidator considers that a proof of debt or claim has been wrongly

admitted, the liquidator may:

(a) revoke the decision to admit the proof and reject all of it; or

(b) amend the decision to admit the proof by increasing or reducing the

amount of the admitted debt or claim.

(2) If the liquidator considers that all of a proof of debt or claim has been wrongly

rejected, the liquidator may:

(a) revoke the decision to reject the proof of debt or claim; and

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Winding up generally Part 5.6

Regulation 5.6.56

(b) admit all of the proof or admit part of it and reject part of it.

(3) If the liquidator:

(a) revokes a decision to admit a proof of debt or claim and rejects all of it; or

(b) amends that decision by reducing the amount of the admitted debt or claim;

the liquidator must inform the creditor by whom it was lodged, in writing, of his

or her grounds for the revocation or amendment.

Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that

provision, nominated electronic means to receive notices, the notifier may give or send

the notice mentioned in this subregulation by the nominated electronic means.

(4) If the liquidator revokes a decision to admit a proof of debt or claim and rejects

all of it, or amends that decision by reducing the amount of the admitted debt or

claim, the creditor must at once repay to the liquidator:

(a) the amount received as dividend for the proof; or

(b) the amount received as dividend that exceeds the amount that the creditor

would have been entitled to receive if his or her debt or claim had been

originally admitted for the reduced amount.

(5) If the liquidator:

(a) revokes a decision to reject all of a proof of debt or claim; or

(b) amends a decision to admit part of a proof of debt or claim;

by increasing the amount of the admitted debt or claim, the creditor by whom it

was lodged is entitled to be paid, out of available money for the time being in the

hands of the liquidator:

(d) an additional amount of dividend;

that the creditor would have been entitled to receive if all of the debt or claim

had been originally admitted, or the increased amount had been admitted, before

the available money is applied to pay a further dividend.

(6) The creditor is not entitled to disturb the distribution of any dividends declared

before the liquidator revoked or amended the decision.

5.6.56 Withdrawal or variation of proof of debt or claim

A proof of debt or claim may be withdrawn, reduced or varied by a creditor with

the consent of the liquidator.

5.6.57 Oaths

The liquidator in a winding up by the Court may:

(a) administer an affirmation or oath; and

(b) take an affidavit;

for the purposes of the liquidator’s duties in relation to admitting a debt or claim.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.6 Winding up generally

Regulation 5.6.58

5.6.58 Liquidator to make out provisional list of contributories

If the liquidator of a company considers it necessary to make calls on or adjust

the rights of contributories, the liquidator must, as soon as practicable, make out

a provisional list of contributories in accordance with Form 538.

5.6.59 Time and place for settlement of list

(1) The liquidator must give to each person included in the list not less than 14 days’

notice in writing, in accordance with Form 539, of the time and place appointed

to settle the list.

Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that

provision, nominated electronic means to receive notices, the notifier may give or send

the notice mentioned in this subregulation by the nominated electronic means.

(2) The liquidator or a person acting on his or her behalf must lodge a statement in

writing in the prescribed form that notice under subregulation (1) was given to

each person included in the provisional list of contributories.

Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC

in a prescribed form must:

(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and

(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.

On 23 December 2004, a form for the document mentioned in subregulation (2) is not

prescribed in these Regulations.

(3) A statement under subregulation (2) is evidence that the notice was sent to a

person on the list at the address shown for that person, in the absence of evidence

to the contrary.

5.6.60 Settlement of list of contributories

(1) Before settling the list of contributories, the liquidator must hear and determine

any objection by a person to being included in the list.

(2) The liquidator must settle the list of contributories and certify it, in accordance

with Form 541, at the time and place specified in the notice given under

regulation 5.6.59.

5.6.61 Supplementary list

(1) The liquidator may at any time vary or add to the list of contributories by:

(a) making out a provisional supplementary list of contributories in accordance

with Form 542; and

(b) settling and certifying that list in accordance with Form 543.

(2) Regulation 5.6.59 and subregulation 5.6.60(1) apply to making out, or settling

and certifying, a supplementary list by the liquidator.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Winding up generally Part 5.6

Regulation 5.6.62

5.6.62 Notice to contributories

(1) Within 14 days after the settlement of the list, or supplementary list, of

contributories, the liquidator must:

(a) notify each person included in the list, or supplementary list, of his or her

inclusion; and

(b) at the same time give each person notice that he or she may appeal to the

Court against his or her inclusion within:

(i) 21 days after service of the notice; or

(ii) if the Court allows—any further period.

Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that

provision, nominated electronic means to receive notices, the notifier may give or send

the notice mentioned in this subregulation by the nominated electronic means.

(2) A person may appeal against his or her inclusion in the list, or supplementary

list, of contributories, within:

(a) 21 days after service on the person of the notice under subregulation (1); or

(b) if the Court allows—any further period.

(3) The Court may extend the time for filing an appeal under subregulation (2), even

if the period of 21 days specified in subregulation (1) has expired.

(4) A notice for subregulation (1) must be in accordance with Form 544.

(5) The liquidator, or a person acting on the liquidator’s behalf, must lodge a

statement in writing in the prescribed form that notice under subregulation (1)

was given to each person placed on the list, or supplementary list, of

contributories.

Note: Under section 350 of the Act, a document that the Act requires to be lodged with ASIC

in a prescribed form must:

(a) if a form for the document is prescribed in these Regulations, be in that prescribed form; and

(b) if a form for the document is not prescribed in these Regulations but ASIC has approved a form for the document, be in that approved form.

On 23 December 2004, a form for the document mentioned in subregulation (5) is not

prescribed in these Regulations.

(6) A statement under subregulation (5) is sufficient evidence that the notice was

sent to a person on the list at the address shown for that person, in the absence of

evidence to the contrary.

5.6.63 Dividend payable only on admission of a debt or claim

A dividend in the winding up of the affairs of a company may be paid only to a

creditor whose debt or claim has been admitted by the liquidator at the date of

the distribution of dividends.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.6 Winding up generally

Regulation 5.6.64

5.6.64 Application of regulations 5.6.37 to 5.6.57

For regulations 5.6.64 to 5.6.71, regulations 5.6.37 to 5.6.57 apply:

(a) to the formal proof of a debt or claim; and

(b) to the rejection and to an appeal against the rejection of all or part of a

formal proof of a debt or claim.

5.6.65 Liquidator to give notice of intention to declare a dividend

(1) The liquidator must give notice of his or her intention to declare a dividend not

more than 2 months before the intended date:

(a) by lodging a notice with ASIC in accordance with subregulation 5.6.75(4);

and

(b) in writing, in accordance with Form 547 or, for a final dividend, in

accordance with Form 548, to any person whose debt or claim has not been

admitted and who:

(i) for a winding up by the Court—is shown as a creditor in the report on

the affairs of the company under subsection 475(1) of the Act; or

(ii) for a members’ voluntary winding up—appears in the company’s

records to be a creditor; or

(iii) for a creditors’ voluntary winding up—is shown as a creditor in the

list of creditors prepared in accordance with

subparagraph 497(1)(a)(ii) of the Act; or

(iv) to the knowledge of the liquidator claims to be, or might claim to be, a

creditor of the company.

Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that

provision, nominated electronic means to receive notices, the notifier may give or send

the notice mentioned in this paragraph by the nominated electronic means.

(2) A notice in accordance with subregulation (1) must specify a date, not less than

21 days after the date of the notice, on or before which formal proof, in

accordance with Form 535 or 536, of a debt or claim must be submitted to

participate in the distribution.

(2A) Also, the notice must state at least the following information:

(a) the name of the company;

(b) any trading name of the company;

(3) Subject to regulation 5.6.68, a person:

(a) who claims to be a creditor; and

(b) who does not submit a formal proof of a debt or claim on or before the date

specified in the notice given under subregulation (1);

is excluded from participating in the distribution to which that notice relates.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Winding up generally Part 5.6

Regulation 5.6.66

5.6.66 Time allowed for dealing with formal proof of debt or claim

(1) If the liquidator has given notice in accordance with subregulation 5.6.65(1), the

liquidator must:

(a) within 14 days after the date shown in the notice; or

(b) within such further period as ASIC allows;

in writing:

(i) admit a formal proof of debt or claim received by the liquidator; or

(ii) reject it; or

(iii) admit part of it and reject part of it; or

(iv) require further evidence in support of it; and

(d) give notice of the liquidator’s decision to the creditor who submitted the

proof.

Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that

provision, nominated electronic means to receive notices, the notifier may give or send

the notice mentioned in this paragraph by the nominated electronic means.

(2) If, within whichever period is applicable under paragraph (1)(a) or (b) or

subregulation (3), the liquidator does not, in writing, deal with a formal proof of

debt or claim in accordance with paragraphs (1)(c) and (d), the creditor who

submitted the proof may apply to the Court for a decision on it.

(3) If the liquidator gives notice to a creditor that further evidence is required in

relation to a formal proof of debt or claim submitted by the creditor:

(a) the liquidator must, in writing, deal with the formal proof of debt or claim

in accordance with paragraphs (1)(c) and (d), within whichever period

mentioned in paragraph (1)(a) or (b) is applicable; and

Note: The effect of regulation 5.6.11A is that if a recipient has, in accordance with that

provision, nominated electronic means to receive notices, the notifier may give or send

the notice mentioned in this paragraph by the nominated electronic means.

(b) that period must be taken not to have begun to run until the day on which

the liquidator receives a sufficient written answer to his or her request.

5.6.67 Declaration and distribution of dividend

(1) The liquidator must, as soon as practicable, declare and distribute a dividend

among the creditors whose debts or claims have been admitted.

(2) The liquidator must distribute as dividend all money in hand except enough:

(a) to meet the costs of administration; or

(b) to give effect to the provisions of the Act.

(3) If the liquidator declares a dividend, he or she must send a notice of that

declaration, in accordance with Form 549, to every person entitled to receive

payment of the dividend.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.6 Winding up generally

Regulation 5.6.68

5.6.68 Rights of creditor who has not proved debt before declaration of dividend

(1) If:

(a) a creditor’s debt or claim has not been admitted before the declaration of a

dividend; and

(b) the debt or claim is admitted;

the creditor is entitled to be paid dividends that the creditor has failed to receive,

out of any available money for the time being in the hands of the liquidator,

before that money is applied to the payment of a further dividend.

(2) A creditor is not entitled to disturb the distribution of a dividend declared before

the creditor’s debt or claim was admitted.

5.6.69 Postponement of declaration

If the liquidator postpones the declaration of a dividend past the date shown for

that purpose in the notice lodged with ASIC in accordance with

subregulation 5.6.75(4), the liquidator must lodge another notice with ASIC for

publication on the publication website of the liquidator’s intention to declare a

dividend.

5.6.70 Payment of dividend to a person named

If a person to whom a dividend is payable lodges an authority in accordance with

Form 550 with the liquidator, the liquidator must pay the dividend to the person

to whom payment is directed by that authority.

5.6.70A Prescribed rate of interest on debts and claims from relevant date to

date of payment

For section 563B of the Act, the prescribed rate of interest on the amount paid in

respect of an admitted debt or claim for the period starting on the relevant date

and ending on the day on which the payment is made is 8% a year.

5.6.70B Notice of disclaimer

(1) This regulation is made for subsection 568A(2) of the Act.

(2) The information about a disclaimer that is to be set out in a notice is at least the

following information:

(a) the name of the company;

(b) any trading name of the company;

(d) the paragraph of subsection 568(1) of the Act under which the property is

disclaimed;

(e) a description of the property;

(f) if the property is a contract (other than an unprofitable contract or a lease

of land)—the date on which the Court granted leave under

subsection 568(1A) of the Act;

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

External administration Chapter 5

Winding up generally Part 5.6

Regulation 5.6.71

(g) the name and contact details of the liquidator.

5.6.71 Distribution of surplus in a winding up by the Court

(1) An order in a winding up by the Court authorising the liquidator to distribute any

surplus to a person entitled to it must, unless the Court otherwise directs, have

annexed to it a schedule in accordance with Form 551.

(2) The liquidator must send to each person to whom any surplus is distributed a

notice in accordance with Form 552.

5.6.72 Distribution of surplus as directed

If a person who receives a notice of distribution of surplus in accordance with

subregulation 5.6.71(2) lodges with the liquidator an authority in accordance

with Form 553, the liquidator must distribute that surplus to the person to whom

payment is directed by that authority.

5.6.73 Eligible unsecured creditor

Creditors that are eligible unsecured creditors

(1) For paragraph 579Q(1)(b) of the Act, the following creditors are specified:

(a) a creditor to which either of the following applies as a result of a

modification of the Act made under paragraph 571(1)(d) of the Act:

(i) a debt payable by a company or companies in a group to any other

company or companies in the group is not extinguished;

(ii) a claim that a company or companies in a group has against any other

company or companies in the group is not extinguished;

(b) a creditor that is determined by a Court to be an eligible unsecured creditor.

Creditors that are not eligible unsecured creditors

(2) For subsection 579Q(2) of the Act, a creditor that is determined by a Court not to

be an eligible unsecured creditor is specified.

5.6.74 Interpretation: prescribed countries

For the definition of prescribed country in section 580 of the Act, the following

countries are prescribed:

(a) the Bailiwick of Jersey;

(b) Canada;

(d) Malaysia;

(e) New Zealand;

(f) the Republic of Singapore;

(g) Switzerland;

(h) the United Kingdom;

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5 External administration

Part 5.6 Winding up generally

Regulation 5.6.75

(i) the United States of America.

5.6.75 Publication in the prescribed manner

(1) ASIC must establish and maintain a website (the publication website) on which

it publishes notices that have to be:

(a) published in the prescribed manner under Part 5.1, 5.3A, 5.4, 5.4B, 5.4C,

5.5, 5.6, 5.8 or 5A.1 of the Act; or

(b) lodged in accordance with this section.

(2) ASIC is taken to have complied with a requirement to publish a notice, or a copy

of a notice, in the prescribed manner if ASIC publishes the notice on the

publication website.

(3) A person (other than ASIC) is taken to have complied with a requirement to

publish a notice, or a copy of a notice, in the prescribed manner if the person

electronically lodges the notice with ASIC for publication by ASIC.

(4) A person electronically lodges a notice, or a copy of a notice, with ASIC if:

(a) the person:

(i) pays the fee prescribed under the Corporations (Fees)

Regulations 2001; and

(ii) sends the notice in an electronic communication to the portal for

ASIC’s publication website, in the format required by ASIC; and

(iii) receives an electronic communication from ASIC that confirms the

fee has been paid and the notice has been lodged; or

(b) the notice, or a copy of the notice, appears on the publication website.

(5) If a person lodges a notice, or a copy of a notice, in accordance with

subsection (4), ASIC must publish the notice or copy of the notice on the

publication website.

(6) In this regulation:

electronic communication has the meaning given by subsection 5(1) of the

Electronic Transactions Act 1999.

Note: This regulation is made for section 1367A of the Act.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Bodies corporate registered as companies, and registrable bodies Chapter 5B

Registrable bodies Part 5B.2

Regulation 5B.2.01

Chapter 5B—Bodies corporate registered as

companies, and registrable bodies

Part 5B.2—Registrable bodies

5B.2.01 Certified copies of certificates of incorporation etc

For paragraphs 601CB(a) and 601CE(a) of the Act, a certified copy of a current

certificate of the incorporation or registration in its place of origin, or a document

of similar effect, of:

(a) a registrable Australian body; or

(b) a foreign company;

that is lodged with an application for registration under Division 1 or 2 of

Part 5B.2 of the Act, must be a copy that:

(d) if ASIC permits—within a longer period;

has been certified to be a true copy by a person:

(e) who has the custody of the original document under a law in force in the

place of origin of the corporation or company; and

(f) who exercises under that law functions similar to those exercised by ASIC.

5B.2.02 Manner of certifying constituent documents

For paragraphs 601CB(b) and 601CE(b) of the Act, a certified copy of a

constitution of:

(a) a registrable Australian body; or

(b) a foreign company;

must be a copy that:

lodged; or

(d) if ASIC permits—a longer period;

has been certified to be a true copy:

(e) by a person:

(i) to whom the custody of the original document is committed under a

law in force in the place of origin of the corporation or company; and

(ii) who exercises under that law functions similar to those exercised by

ASIC; or

(f) by a notary public; or

(g) by a director or secretary of the body:

(i) if the body is a registrable Australian body—by a statement in

writing; or

(ii) if the body is a foreign company—by affidavit.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5B Bodies corporate registered as companies, and registrable bodies

Part 5B.2 Registrable bodies

Regulation 5B.2.03

5B.2.03 Manner of sending letters (Act ss 601CC(2) and 601CL(3))

For subsections 601CC(2) and 601CL(3) of the Act, a letter must be sent by post.

5B.2.04 Manner of sending notices (Act ss 601CC(3) and 601CL(4))

For subsections 601CC(3) and 601CL(4) of the Act, a notice must be sent by

prepaid certified mail.

5B.2.05 Prescribed countries (Act s 601CDA(a))

For paragraph 601CDA(a) of the Act, a country mentioned in the following table

is prescribed:

Item Country

New Zealand

5B.2.06 Notices (Act s 601CV(1))

(1) A notice in writing of a change in a constitution or other document, in

accordance with paragraph 601CV(1)(b) of the Act, must be accompanied by a

copy of the instrument effecting the change or a copy of the document as

changed, being a copy that is certified to be a true copy of that instrument or

document by a person mentioned in paragraph 5B.2.02(e), (f) or (g).

(2) A notice in writing of a change in director’s powers, in accordance with

subparagraph 601CV(1)(d)(i) of the Act, must be accompanied by a

memorandum in writing executed by or on behalf of the foreign company after a

change in those powers stating the powers of its directors as changed.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Bodies corporate registered as companies, and registrable bodies Chapter 5B

Names of registrable Australian bodies and foreign companies Part 5B.3

Regulation 5B.3.01

Part 5B.3—Names of registrable Australian bodies and

foreign companies

5B.3.01 Availability of names (Act s 601DC)

(1) For paragraphs 601DC(1)(a) and (b) of the Act, the rules for ascertaining

whether a name is identical with another name are the rules set out in Part 1 of

Schedule 6.

(2) For paragraph 601DC(1)(c) of the Act, a name is unacceptable for registration

under the regulations if the name is unacceptable under the rules set out in Part 2

of Schedule 6.

5B.3.02 Consents required for use of certain letters, words and expressions

(1) This regulation applies to a name if:

(a) the name:

(i) is the subject of an application for registration of a name under

section 601BC, 601CB or 601CE of the Act; or

(ii) is the subject of an application for reservation of a name under

section 601DA of that Act; or

(iii) for a notice of change of name under section 601DH of the Act—is

the name to which the previous name is to be changed; and

(b) the name is, uses or includes:

(i) letters, or a word or expression, specified in column 2 of an item in

Part 4 or 5 of Schedule 6; or

(ii) other letters, or another word or expression (whether or not in

English), that is of like import to the letters, word or expression

specified in the item.

(2) In paragraph (1)(b), a reference to letters, a word or an expression being used

includes a reference to the letters, word or expression being used:

(a) as part of another word or expression; or

(b) in combination with other words or letters, or other symbols.

(3) However, this regulation does not apply to use of the letters ADI as part of

another word.

Example: The letters adi appear in the word traditional. This regulation does not apply to use of the word traditional.

(4) If an item in Part 4 of Schedule 6 applies in relation to the name, the application

or notice must be accompanied by the written consent of the Minister who is

specified in the item.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5B Bodies corporate registered as companies, and registrable bodies

Part 5B.3 Names of registrable Australian bodies and foreign companies

Regulation 5B.3.03

(5) If an item in Part 5 of Schedule 6 applies in relation to the name, the application

or notice must be accompanied by the written consent of the public authority,

instrumentality or agency that is specified in the item.

5B.3.03 Exemptions from requirement to set out ARBN etc on certain

documents (Act s 601DG)

For section 601DG of the Act, the exemptions provided for in Schedule 7 apply

in relation to the requirements of paragraphs 601DE(1)(b), (c) and (d) of the Act.

5B.3.04 Notices (Act s 601DH (1))

(1) A notice in writing of a change of name in accordance with subsection 601DH(1)

of the Act, must have annexed to it:

(a) a copy of the certificate of incorporation or registration of the registered

body, or a document of similar effect, being a certificate or document

evidencing the change; or

(b) if no certificate or document of that kind exists—a copy of the instrument

effecting the change;

being a copy that is certified by a person mentioned in paragraph 5B.2.02(e), (f)

or (g) to be a true copy of that certificate, document or instrument.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Managed investment schemes Chapter 5C

Registration of managed investment schemes Part 5C.1

Regulation 5C.1.01

Chapter 5C—Managed investment schemes

Part 5C.1—Registration of managed investment schemes

5C.1.01 Applying for registration

(1) An application under section 601EA of the Act to register a managed investment

scheme must be in the approved form.

(2) The form must state the name of the managed investment scheme.

(3) The stated name must not be the same as the name of:

(a) another managed investment scheme that is the subject of an application

for registration under section 601EA of the Act that is lodged but not yet

determined; or

(b) a registered scheme; or

lodged under section 1213 of the Act if:

(i) the operator of the fund has not withdrawn the notice under

subsection 1213(3) of the Act; and

(ii) ASIC has not rejected the notice of intention under section 1213B of

the Act; or

(d) a notified foreign passport fund.

(4) A statement made for paragraph 601EA(4)(c) of the Act must be in the approved

form.

5C.1.02 Change of name of registered schemes

(1) To change the name of a registered scheme, the responsible entity of the scheme

must lodge a notice in the approved form stating the proposed name of the

scheme.

(2) The stated name must not be the same as the name of:

(a) another managed investment scheme that is the subject of an application

for registration under section 601EB of the Act that is lodged but not yet

determined; or

(b) a registered scheme; or

lodged under section 1213 of the Act if:

(i) the operator of the fund has not withdrawn the notice under

subsection 1213(3) of the Act; and

(ii) ASIC has not rejected the notice of intention under section 1213B of

the Act; or

(d) a notified foreign passport fund.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5C Managed investment schemes

Part 5C.1 Registration of managed investment schemes

Regulation 5C.1.03

(3) On application in accordance with this regulation, ASIC must amend the record

of the registration of the scheme to include the name of the scheme as proposed

to be amended.

5C.1.03 Modification (Act s 601QB)

(1) For section 601QB of the Act, the operation of Chapter 5C of the Act is modified

in accordance with this regulation.

(2) If:

(a) a managed investment scheme is registered under section 601EB of the

Act; and

(b) the managed investment scheme is also registered on the Australian

Business Register; and

the same order, as the last 9 digits of its ARSN; and

(d) a document relating to the scheme is lodged with ASIC, and displays that

ABN;

section 601EC of the Act does not apply to the document.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Managed investment schemes Chapter 5C

The responsible entity Part 5C.2

Regulation 5C.2.01

Part 5C.2—The responsible entity

5C.2.01 Duty of responsible entities’ agents—surveillance checks

The agent of a responsible entity must take all reasonable steps to assist the

entity and ASIC when ASIC is conducting a check whether the entity is

complying with the constitution and compliance plan of a registered scheme and

with the Act.

5C.2.02 Appointment of temporary responsible entities

ASIC, or a member of a registered scheme, may apply to the Court for the

appointment of a temporary responsible entity of the scheme if ASIC or member

reasonably believes that the appointment is necessary to protect scheme property

or the interests of members of the scheme.

5C.2.03 Form of notices (Act ss 601FL(2) and 601FM(2))

A notice to be lodged under subsection 601FL(2) or 601FM(2) of the Act must

be in the approved form.

5C.2.04 Notice of appointment of temporary responsible entities

As soon as practicable after the Court appoints a temporary responsible entity for

a registered scheme on application by a member of the scheme under

section 601FN of the Act, the member must lodge a notice in the approved form

that tells ASIC of the appointment.

5C.2.05 Form of notices (Act s 601FP(3))

A notice to be lodged under subsection 601FP(3) of the Act must be in the

approved form.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5C Managed investment schemes

Part 5C.4 The compliance plan

Regulation 5C.4.01

Part 5C.4—The compliance plan

5C.4.01 Agents’ authorities to be lodged

If a compliance plan, or modification of a plan, lodged with ASIC under

section 601HC or subsection 601HE(3) of the Act is signed by an agent of the

directors of the responsible entity of the registered scheme to which the plan

relates, the authority to do so, or a copy of the authority verified by a director of

the entity, must be attached to the plan or modification.

5C.4.02 Agents to assist auditors of compliance plans

An agent of the responsible entity of a registered scheme, and an officer of the

agent, must:

(a) allow the auditor of the scheme’s compliance plan to have access to the

books of the scheme; and

(b) if the auditor requires the agent or entity to give the auditor information or

an explanation for the audit—give the information or explanation to the

auditor; and

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Managed investment schemes Chapter 5C

The compliance committee Part 5C.5

Regulation 5C.5.01

Part 5C.5—The compliance committee

5C.5.01 Responsible entities etc to assist compliance committees

(1) This regulation applies to a person who is the responsible entity of a registered

scheme, an officer of the entity, an agent of the entity or an officer of the agent.

(2) The person must:

(a) allow the compliance committee to have access to the books of the scheme;

and

(b) if the committee requires the person to give the committee information or

an explanation about the scheme—give the information or explanation to

the committee; and

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5C Managed investment schemes

Part 5C.9 Winding up

Regulation 5C.9.01

Part 5C.9—Winding up

5C.9.01 Notice of commencement of winding up

The responsible entity of a registered scheme must lodge a notice in the approved

form telling ASIC that winding up of the scheme has commenced, or been

completed, within 14 days of the commencement or completion.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Managed investment schemes Chapter 5C

Exemptions and modifications Part 5C.11

Exemptions Division 1

Regulation 5C.11.01

Part 5C.11—Exemptions and modifications

Division 1—Exemptions

5C.11.01 Certain schemes not managed investment schemes

(1) For paragraph (n) of the definition of managed investment scheme in section 9

of the Act, each of the following schemes is declared not to be a managed

investment scheme:

(a) an approved benefit fund within the meaning given by subsection 16B (1)

of the Life Insurance Act 1995;

(b) a scheme (a litigation funding scheme) that has all of the following

features:

(i) the dominant purpose of the scheme is for each of its general

members to seek remedies to which the general member may be

legally entitled;

(ii) the possible entitlement of each of its general members to remedies

arises out of:

(A) the same, similar or related transactions or circumstances that

give rise to a common issue of law or fact; or

(B) different transactions or circumstances but the claims of the

general members can be appropriately dealt with together;

(iii) the possible entitlement of each of its general members to remedies

relates to transactions or circumstances that occurred before or after

the first funding agreement (dealing with any issue of interests in the

scheme) is finalised;

(iv) the steps taken to seek remedies for each of its general members

include a lawyer providing services in relation to:

(A) making a demand for payment in relation to a claim; or

(B) lodging a proof of debt; or

(D) investigating a potential or actual claim; or

(E) negotiating a settlement of a claim; or

(F) administering a deed of settlement or scheme of settlement

relating to a claim;

(v) a person (the funder) provides funds, indemnities or both under a

funding agreement (including an agreement under which no fee is

payable to the funder or lawyer if the scheme is not successful in

seeking remedies) to enable the general members of the scheme to

seek remedies;

(vi) the funder is not a lawyer or legal practice that provides a service for

which some or all of the fees, disbursements or both are payable only

on success;

features:

Corporations Regulations 2001

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Chapter 5C Managed investment schemes

Part 5C.11 Exemptions and modifications

Division 1 Exemptions

Regulation 5C.11.01

(i) the scheme relates to a Chapter 5 body corporate;

(ii) the creditors or members of the body corporate provide funds

(including through a trust), indemnities or both to the body corporate

or external administrator;

(iii) the funds, indemnities or both enable the external administrator or the

body corporate to:

(A) conduct investigations; or

(B) seek or enforce a remedy against a third party; or

relation to the external administration of the body corporate

(other than in relation to allegations, made by creditors or

members of the body corporate, of negligence or

non-performance of duties by the external administrator);

(d) an arrangement (a litigation funding arrangement) that has all of the

following features:

(i) the dominant purpose of the arrangement is:

(A) for a general member to seek remedies to which the general

member may be legally entitled; or

(B) proving claims made by one individual under Division 6 of

Part 5.6 of the Act (which may include the funding of the

preparation and the lodgement of the proofs);

(ii) the steps taken to seek remedies include a lawyer providing services

in relation to:

(A) making a demand for payment in relation to a claim; or

(B) lodging a proof of debt; or

(D) investigating a potential or actual claim; or

(E) negotiating a settlement of a claim; or

(F) administering a deed of settlement or scheme of settlement

relating to a claim;

(iii) a person (the funder) provides funds, indemnities or both under a

funding agreement (including an agreement under which no fee is

payable to the funder or lawyer if the arrangement is not successful in

seeking remedies) to enable the general member of the arrangement to

seek remedies;

(iv) the funder is not a lawyer or legal practice that provides a service for

which some or all of the fees, disbursements or both are payable only

on success;

(v) the arrangement is not a litigation funding scheme.

(2) In this regulation:

external administrator includes an administrator, a liquidator (including a

provisional liquidator) and a controller.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Managed investment schemes Chapter 5C

Exemptions and modifications Part 5C.11

Exemptions Division 1

Regulation 5C.11.01

general member:

(a) in relation to a litigation funding scheme—means a member of the scheme

who:

(i) is not the funder; and

(ii) is not a lawyer providing services for the purposes of the scheme; and

(b) in relation to a litigation funding arrangement—means the party to the

arrangement who:

(i) is not the funder; and

(ii) is not a lawyer providing services for the purposes of the arrangement.

Corporations Regulations 2001

Compilation No. 144 Compilation date: 8/12/18 Registered: 4/1/19

Authorised Version F2019C00011 registered 04/01/2019

Chapter 5C Managed investment schemes

Part 5C.11 Exemptions and modifications

Division 2 Modifications

Regulation 5C.11.02

Division 2—Modifications

5C.11.02 Modifications

For section 601QB of the Act, the operation of the Act is modified in accordance

with this Division.

5C.11.03 Register of members of registered schemes (Act s 169(1))

The register of members of a registered scheme need not contain information

about a member whose only interest in the scheme is as the holder of an option.

5C.11.03A How to work out the value of an interest

If a registered scheme is quoted on 2 or more prescribed financial markets,

paragraph 253F(a) of the Act is to be applied so that the value of an interest in

the registered scheme is taken to be the last sale price, on the market on which

the scheme is listed, on the trading day immediately before the day on which the

poll is taken.

5C.11.04 Names of registered schemes (Act s 601EB(1))

ASIC must not register a managed investment scheme under Part 5C.1 of the Act

if the name of the scheme stated under subregulation 5C.1.01(2) does not comply

with subregulation 5C.1.01(3).

5C.11.05A Schemes not required to be registered (Act s 601ED)

Subsection 601ED(2) of the Act has effect as if the words ‘and Division 2 of

Part 7.9 applied to the interests at that time’ were inserted after the words ‘when

the issues were made’.

5C.11.06 Liability of responsible entities (Act s 601FB(4))

In determining the liability under subsection 601FB(2) of the Act of the

responsible entity of a registered scheme to the members of the scheme for an act

or omission of an agent appointed by the entity under that subsection, the amount

recovered under subsection 601FB(4) of the Act is to be disregarded.

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Regulation 5D.1.01

Chapter 5D—Licensed trustee companies

Part 5D.1—Preliminary

5D.1.01 Prescribed requirements for publication

For the definition of publish in section 601RAA of the Act:

(a) a notice mentioned in paragraph 601WBH(b) of the Act is to be published

in the Gazette and on the ASIC website; and

(b) a notice mentioned in paragraph 601WDA(1)(b) or subsection 601WDA(3)

of the Act is to be published in a national newspaper and on the

transferring company’s website.

5D.1.01A Meaning of trustee company

(1) For subsection 601RAB(1) of the Act, a company that is listed in Schedule 8AA

is a trustee company for the purpose of the Act.

(2) A company that performs the function of the Public Trustee of a State or

Territory may only be listed in Schedule 8AA if:

(a) the State or Territory requests the Minister to prescribe the company as a

trustee company; and

(b) the Minister agrees to the request.

5D.1.02 Meaning of traditional trustee company services and estate management

functions

(1) For paragraph 601RAC(3)(f) of the Act, acting in any of the following capacities

is prescribed:

(a) as trustee for the holders of debt securities of a body;

(b) as trustee of a trust established for purposes that include issuing debt

securities (including loan-backed securities and mortgage-backed

securities) or managing or servicing the assets of the trust;

when holding:

(i) mortgages, charges, guarantees, indemnities or other rights or benefits

that have been given to secure debts owing to the creditors; and

(ii) the proceeds from the enforcement of any of the securities mentioned

in subparagraph (i);

Note: Securities is defined in section 92 of the Act.

(d) as custodian for another trustee or for the responsible entity of a registered

scheme or other commercial entity;

(e) as trustee of a managed investment scheme the main assets of which

consist of land and improvements on the land where the trustee is not

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responsible for the daily management of the land or any business

conducted on the land;

Note: Managed investment scheme is defined in section 9 of the Act.

(f) as trustee for employee share or benefit schemes;

(g) as trustee for trusts the main activities of which consist of making loans to,

or otherwise investing in, companies or other commercial entities;

(h) as an escrow agent;

(i) as a person named in a will as an executor when not actively providing a

service or function;

(j) as a person named in a power of attorney as an attorney when not actively

providing a service or function;

(k) preparing a power of attorney for a person’s medical treatment or for

guardianship of a person’s affairs;

(l) preparing a living will or advance health directive of any kind.

(2) In this regulation:

custodian does not include a trustee establishing and operating a common fund.

debt security means:

(a) any debenture, debenture stock, bond, note or other security of a

corporation or body; or

(b) any convertible note issued by a company or any convertible note in a unit

trust scheme issued by the trustee of a unit trust scheme; or

whether or not it is a charge on the assets of the corporation, company, society or

unit trust scheme.

employee share or benefit scheme means a scheme under which a company

offers for issue or sale shares (or options over issued shares) in the company, or

some other benefit in the company, only to a director or employee of the

company, or of an associated body corporate, when the offer is made.

escrow agent means a person with whom is deposited a contract, deed, bond or

other written agreement or property for delivery to the grantee, promisee or some

other person on resolution of a dispute or fulfilment of some condition.

loan-backed security means:

(a) an instrument or property:

(i) creating a right or interest (whether described as a unit, bond or

otherwise) for a beneficiary; or

(ii) conferring a right or interest (whether described as a unit, bond or

otherwise) on a beneficiary; or

(iii) consisting of a right or interest (whether described as a unit, bond or

otherwise) of a beneficiary;

in a scheme under which the profits, distributions of capital or income in

which beneficiaries share arise or arises from the acquisition, holding,

management or disposal of a loan or pool of loans; or

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(b) an instrument which evidences a right or interest mentioned in

paragraph (a); or

(i) the payments under which by the person that issues or makes the

instrument are derived mainly from the acquisition, holding,

management or disposal of a loan or pool of loans; and

(ii) that is secured by a mortgage or charge over a loan or pool of loans.

mortgage-backed security has the meaning given in regulation 5D.1.03.

5D.1.03 Meaning of mortgage-backed security

(1) A mortgage-backed security is:

(a) an interest in a trust that entitles the holder of, or beneficial owner under,

the interest to:

(i) the whole, or any part, of the rights or entitlements of a mortgagee and

any other rights or entitlements in respect of a mortgage or pool of

mortgages; or

(ii) any amount payable by the mortgagor or mortgagors under a

mortgage or mortgages (whether or not the amount is payable to the

holder of, or beneficial owner under, the interest on the same terms as

under the mortgage or mortgages); or

(iii) payments that are derived mainly from the income or receipts of a

mortgage or pool of mortgages;

and that may, in addition, entitle the holder, or beneficial owner, to a

transfer or assignment of the mortgage or mortgages; or

(b) a debt security (whether or not in writing) the payments under which by the

person who issues or makes the debt security are derived mainly from the

income or receipts of a mortgage or pool of mortgages; or

(i) an interest in a trust:

(A) creating a right or interest (whether described as a unit, bond

or otherwise) for a beneficiary; or

(B) conferring a right or interest (whether described as a unit,

bond or otherwise) on a beneficiary; or

bond or otherwise) of a beneficiary;

in a scheme under which any profit or income in which the

beneficiaries share arises from the acquisition, holding, management

or disposal of a mortgage, pool of mortgages or the income or receipts

of a mortgage or pool of mortgages;

(ii) any instrument that evidences a right or interest mentioned in

subparagraph (i);

(iii) a security (whether or not in writing) the payments under which by

the person who issues or makes the security are derived mainly from

the income or receipts of a mortgage or pool of mortgages;

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(iv) an interest in a trust or a debt security (whether or not in writing);

(v) an instrument or property that creates an interest in, or charge over an

interest in, a trust;

(vi) a debt security (whether or not in writing);

(vii) any other property to which paragraph (a) or (b) or subparagraph (i),

(ii) or (iii) applies.

(2) However, a mortgage-backed security does not include an instrument or property

consisting of any of the following:

(a) a mortgage;

(b) the transfer of a mortgage;

5D.1.04 Interaction between trustee company provisions and State and

Territory laws

(1) For paragraph 601RAE(4)(a) of the Act, the trustee company provisions are

intended to apply to the exclusion of the provisions of State or Territory laws

prescribed in Schedule 8AB.

(2) For paragraph 601RAE(4)(b) of the Act, the trustee company provisions are

intended not to apply to the exclusion of the State or Territory laws, or the

provisions of State or Territory laws, prescribed in Schedule 8AC, so far as those

laws relate to an administrator of a person’s estate.

(3) For paragraph 601RAE(4)(b) of the Act, the trustee company provisions are

intended not to apply to the exclusion of the State or Territory laws, or the

provisions of State or Territory laws, prescribed in Schedule 8AD.

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Licensed trustee companies Chapter 5D

Powers etc of licensed trustee companies Part 5D.2

Annual Information Returns Division 2.1

Regulation 5D.2.01

Part 5D.2—Powers etc of licensed trustee companies

Division 2.1—Annual Information Returns

5D.2.01 Obligation on licensed trustee company to provide an annual

information return if requested

(1) For section 601SAB of the Act, this regulation prescribes the obligation of a

licensed trustee company to provide an annual information return.

(2) The licensed trustee company commits an offence if:

(a) a person mentioned in subregulation (3) requests an annual information

return; and

(b) the company does not provide the return to the person in accordance with

the requirements in subregulations (5), (6) and (8) and regulation 5D.2.02.

Penalty: 50 penalty units.

(3) A person may request an annual information return if the person is one of the

following:

(a) in the case of the estate of a deceased person:

(i) if the person died testate—a beneficiary under the deceased person’s

will; or

(ii) if the person died intestate—a person who, under a law of a State or

Territory, has, is entitled to, or claims to be entitled to, an interest in

the deceased person’s estate; or

(iii) a person who has commenced a proceeding in a court, under a law of

a State or Territory, to seek to be included as a beneficiary of the

deceased person’s estate;

(b) in relation to a charitable trust:

(i) the settlor, or one of the settlors, of the trust; or

(ii) a person who, under the terms of the trust, has power to appoint or

remove a trustee of the trust or to vary (or cause to be varied) any of

the terms of the trust; or

(iii) a person, or a person’s appointed successor, who is named in the

instrument establishing the trust as a person who must, or may, be

consulted by the trustee or trustees before distributing or applying

money or other property for the purposes of the trust;

(i) the settlor, or one of the settlors, of the trust; or

(ii) a person who, under the terms of the trust, has power to appoint or

remove a trustee of the trust or to vary (or cause to be varied) any of

the terms of the trust; or

(iii) a beneficiary of the trust.

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Part 5D.2 Powers etc of licensed trustee companies

Division 2.1 Annual Information Returns

Regulation 5D.2.02

(4) The person must make the request for an annual information return in writing to

the licensed trustee company and may indicate in the request which one of the

following forms of return is required:

(a) by sending it to the person’s postal address;

(b) by emailing it to a nominated email address.

(5) The annual information return must be provided within 30 days after the request

from the person is received by the licensed trustee company, and then annually.

(6) The annual information return must be for the last financial year that the licensed

trustee company has provided a service to the person who has requested the

return.

(7) However, the licensed trustee company is not required to provide an annual

information return covering a period:

(a) before 1 July 2010; or

(b) before it provided a service to the person.

(8) The annual information return must be provided as follows:

(a) if requested in a particular form—in the form requested;

(b) in all other cases—by sending it to the person’s postal address.

5D.2.02 Information to be included in annual information return

The annual information return provided by a licensed trustee company must

include the following:

(a) for a person mentioned in subparagraphs 5D.2.01(3)(a)(i) and (ii) and

(c)(iii):

(i) details of income earned on the person’s interest in the trust or estate;

and

(ii) details of expenses in operating the trust or estate in relation to the

person’s interest in the trust or estate; and

(iii) the net value of the person’s interest in the trust or estate;

(b) for any other person mentioned in subregulation 5D.2.01(3):

(i) details of income earned on the trust’s assets; and

(ii) details of expenses in operating the trust’s assets, including

remuneration, commission or other benefits received by the trustee

company; and

(iii) the net value of the trust’s assets;

and financial statements for the year.

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Powers etc of licensed trustee companies Part 5D.2

Common funds Division 2.2

Regulation 5D.2.03

Division 2.2—Common funds

5D.2.03 Common funds

This Division is made for section 601SCC of the Act.

5D.2.04 Establishment of common funds

(1) A licensed trustee company may:

(a) establish accounts within a common fund; and

(b) establish a common fund on the basis of units or another suitable basis.

(2) If the common fund includes money that is not estate money and that is not

otherwise held in trust, the licensed trustee company is taken to hold the money

in trust for the person on whose behalf the money is invested in the common

fund.

5D.2.05 Deciding details about common funds

(1) A licensed trustee company that is establishing a common fund commits an

offence if, at the time of establishing the fund, it does not ensure that its Board

makes a decision, in writing, about the following:

(a) any limitation on the amount of money that will form the common fund;

(b) the investment strategy for the common fund, including the following:

(i) the class of investments in which the common fund may be invested;

(ii) the procedure for valuing the investments;

(iii) if the trustee company is to seek expert advice about proposed

investments—the type of expert advice to be sought;

(i) the common fund for the provision of traditional trustee company

services; and

(ii) each account in the common fund;

(d) the manner in which a withdrawal can be made from the common fund;

(e) the procedure for auditing the common fund;

(f) if the common fund is to have a limited life—the duration of the common

fund;

(g) if the common fund is to have a minimum amount that may be invested in

the fund on account of each estate—the minimum amount.

Penalty: 50 penalty units.

(2) The licensed trustee company commits an offence if it does not:

(a) within 14 days of making the decision:

(i) send a copy of the decision to ASIC; and

(ii) publish a copy of the decision on its website; and

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Regulation 5D.2.06

(b) if requested by a person entitled to request an annual information return

under subregulation 5D.2.01(3), make a copy of the decision available to

the person within 30 days of the request being received.

Penalty: 50 penalty units.

5D.2.06 Operation of common funds

Compliance with the Act and regulations

(1) A licensed trustee company may, from time to time and without liability for

breach of trust, pay into or withdraw an amount from a common fund in

accordance with the Act and these Regulations.

Note: Payments into a common fund may be prohibited where this is contrary to the

conditions on which the company holds the money: see subsection 601SCB(3) of the

Act.

Withdrawals

(2) A licensed trustee company may do the following:

(a) withdraw an amount from a common fund for a purpose relating to a trust

or estate that is part of the fund and is managed or administered by the

company;

(b) withdraw from a common fund an amount at credit in the fund on account

of a trust matter or a managed estate and invest the amount on the separate

account of the matter or estate.

(3) A licensed trustee company commits an offence if it pays interest from the

common fund on withdrawn amounts on or after the day of the withdrawal.

Penalty: 50 penalty units.

Derivatives

(4) A licensed trustee company commits an offence if:

(a) when managing and administering a common fund, the trustee company

enters into a derivative; and

(b) at the time of entering into the derivative:

(i) the trustee company did not do so for the purpose of managing a

financial risk arising from:

(A) variations in the expenses of the common fund; or

(B) variations in the revenue obtainable from investments made

by the common fund; and

(ii) the arrangement was not in accordance with the trustee company’s

equitable and other duties as a trustee under the relevant State or

Territory provisions set out in Schedule 8AE.

Penalty: 50 penalty units.

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Common funds Division 2.2

Regulation 5D.2.06

Applying income from investment

(5) A licensed trustee company commits an offence if it applies income from

investment of a common fund other than for:

(a) payment of the company’s fee for the proper administration and

management of the fund under the Act, regulations and terms of the

common fund, proportionate to the value of the work done or the services

rendered; and

(b) allocation in accordance with subregulation (6) in relation to the accounts

from which the fund is derived.

Penalty: 50 penalty units.

(6) For paragraph (5)(b), the allocation must be made at intervals not exceeding 6

months.

Investments

(7) A licensed trustee company commits an offence if:

(a) the trustee company invests money committed to its administration or

management; and

(b) the investment is:

(i) not in accordance with a decision of the Board made for the purpose

of regulation 5D.2.05; and

(ii) not made in a manner in which trust funds may be invested by a

trustee under the relevant State or Territory provisions set out in

Schedule 8AE.

Penalty: 50 penalty units.

Valuation of investments

(8) A licensed trustee company commits an offence if it does not comply with the

following requirements about the valuation of investments of common funds:

(a) by the third business day of each month, the trustee company must decide

the value of the investments in each common fund as at the first business

day of the month;

(b) subject to subregulation (9), in deciding the value of securities listed on a

financial market for a month, the trustee company must take the last sale

price of the first business day of the month published by the market

operator as the value of the listed securities;

further investments on the basis of the last valuation of investments made

by the company.

Penalty: 50 penalty units.

(9) The requirement in paragraph 8(b) does not apply if, in a particular month, the

licensed trustee company decides it is in the best interests of each account in the

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Division 2.2 Common funds

Regulation 5D.2.07

common fund that a sale price used for the valuation be one taken later in that

month.

Realising investments

(10) A licensed trustee company may sell investments belonging to a common fund.

(11) A licensed trustee company that has realised an investment in a common fund

commits an offence if it does not credit or debit a profit or loss from the

investment to the unit holders of the common fund:

(a) in proportion to the amount invested in the common fund by the unit

holders at the time of the realisation; and

(b) within 14 days of the realisation.

Penalty: 50 penalty units.

5D.2.07 Register of investments

(1) A licensed trustee company commits an offence if it does not maintain a register

of investments for each common fund in accordance with subregulation (2).

Penalty: 50 penalty units.

(2) The register must contain:

(a) a record identifying each investment made by the common fund; and

(b) details of amounts held to the credit of the common fund.

Note: For other obligations relating to common funds: see section 601SCB of the Act.

5D.2.08 Financial reports

(1) A licensed trustee company must comply with this regulation in relation to each

common fund established by the company that is not a registered scheme.

Account keeping

(2) The licensed trustee company commits an offence if it does not keep accounts

that:

(a) correctly record and explain its transactions for the common fund and the

fund’s financial position and performance; and

(b) would enable true and fair financial statements to be prepared and audited.

Penalty: 50 penalty units.

Auditing

(3) The licensed trustee company commits an offence if it does not:

(a) have the financial statements for a financial year for the common fund

audited by a registered company auditor; and

(b) obtain an auditor’s report for the financial statements.

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Common funds Division 2.2

Regulation 5D.2.08

Penalty: 50 penalty units.

Lodging financial statements with ASIC

(4) The licensed trustee company commits an offence if it does not lodge the audited

financial statements for the fund with ASIC within 3 months of the end of the

financial year.

Penalty: 50 penalty units.

Request for financial information

(5) A person who is entitled to request an annual information return under

subregulation 5D.2.01(3) may request, in writing, that the licensed trustee

company provide the information mentioned in subregulation (7).

(6) The licensed trustee company commits an offence if it does not provide the

information mentioned in subregulation (7) to the person within 30 days of

receiving the request under subregulation (5).

Penalty: 50 penalty units.

(7) The information that must be provided is:

(a) a copy of the common fund’s financial statements and audit report; and

(b) the classes of investments in which the common fund is invested and how

the investment is divided between each class; and

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Chapter 5D Licensed trustee companies

Part 5D.3 Regulation of fees charged by licensed trustee companies

Regulation 5D.3.01

Part 5D.3—Regulation of fees charged by licensed trustee

companies

5D.3.01 Modification of section 601TAB of the Act: disclosure to clients of

changed fees

For paragraph 601YAB(1)(b) of the Act, Chapter 5D of the Act applies as if

section 601TAB of the Act were modified by inserting after subsection (3) the

following subsections:

‘(4) A licensed trustee company is not required to comply with paragraph (1)(a) or

(b) or (3)(a) in relation to a client who is a lost client, or an agent who is a lost

agent.

(5) In subsection (4):

lost client means a client who, at a particular time, is uncontactable.

lost agent means an agent who, at a particular time, is uncontactable.

(6) In subsection (5):

uncontactable, in relation to a person who is a client or an agent of a licensed

trustee company, means:

(a) the licensed trustee company:

(i) never had an address for the person; or

(ii) sent at least 1 written communication to the person’s last known

address which was returned unclaimed and the person has not, since

the communication, given the company a contact address; and

(b) if the person is an agent, the licensed trustee company made a reasonable

attempt to get the agent’s address from the agent’s client or the client’s

carers.’

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Licensed trustee companies Chapter 5D

Obligations of receiving company after transfer Part 5D.4

Regulation 5D.4.01

Part 5D.4—Obligations of receiving company after transfer

5D.4.01 Preserving rights under dispute resolution systems and compensation

arrangements

(1) This regulation applies if ASIC makes a determination under

subsection 601WBA(1) of the Act that there is to be a transfer of estate assets

and liabilities from a transferring company to a receiving company.

(2) For section 601SAB of the Act, the obligations of the receiving company include

the provision to retail clients of access to the receiving company’s compensation

arrangements, and dispute resolution system, in relation to a complaint arising

from the provision of traditional trustee services by the transferring company.

(3) In this regulation:

compensation arrangements, for a receiving company, means the arrangements

the receiving company is required to have under subsection 912B(1) of the Act.

dispute resolution system, for a receiving company, means the dispute resolution

system the receiving company is required to have under paragraph 912A(1)(g) of

the Act.

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Chapter 6 Takeovers

Part 6.2 Exceptions to the prohibition

Regulation 6.2.01A

Chapter 6—Takeovers

Part 6.2—Exceptions to the prohibition

6.2.01A Prescribed requirements

For the purposes of paragraph (b) of item 19A of the table in section 611 of the

Act, the requirement that the company is an eligible CSF company at the time of

the acquisition of the relevant interest is prescribed.

6.2.01 Prescribed circumstances (Act s 611)

For item 20 in the table in section 611 of the Act, the acquisition of a relevant

interest in voting shares in a following body corporate is prescribed:

(a) a body corporate that is incorporated within Australia or an external

Territory and is a public authority or an instrumentality or agency of the

Crown in right of a State or Territory;

(b) a corporation sole;

(f) a foreign company or recognised company in respect of which an

exemption from compliance with subsection 61(1) of the Co-operation Act

1923 of New South Wales is in force;

(g) a society within the meaning of The Co-operative and Other Societies Act

of 1967 or The Co-operative Housing Societies Act of 1958 of Queensland;

(i) an association within the meaning of The Primary Producers’ Co-operative

Associations Act of 1923 of Queensland;

(j) an association, society, institution or body incorporated under the

Associations Incorporation Act 1981 of Queensland;

(k) a body incorporated or deemed to be incorporated by or under a law of

South Australia other than the Corporations Law of South Australia, the

Companies Code (South Australia) or a corresponding previous enactment

of South Australia;

(l) a society (other than a society that is a financial institution) within the

meaning of section 5 of the Building Societies Act 1976 of Western

Australia;

(n) a co-operative company registered under Part VI of the Companies

(Co-operative) Act 1943 or a corresponding previous enactment of Western

Australia;

(o) a society registered under the Co-operative and Provident Societies Act

1903 of Western Australia;

(p) an association, society, institution or body incorporated under the

Associations Incorporation Act 1895 of Western Australia;

(q) a trustee bank registered under the Trustee Banks Act 1984 of Tasmania;

(r) a society (other than a society that is a financial institution) registered

under the Co-operative Industrial Societies Act 1928 of Tasmania;

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Exceptions to the prohibition Part 6.2

Regulation 6.2.02

(ra) a society registered under the Co-operative Housing Societies Act 1963 of

Tasmania;

(s) an association, society, institution or body incorporated under the

Associations Incorporations Act 1964 of Tasmania;

(t) a body corporate created by section 75Q of the Conveyancing and Law of

Property Act 1884 of Tasmania;

(u) a society (other than a society that is a financial institution) registered

under the Co-operative Societies Act 1939 of the Australian Capital

Territory;

(v) an association, society, institution or body incorporated under the

Associations Incorporation Act 1953 of the Australian Capital Territory;

(w) a corporation constituted under the Unit Titles Act 1970 of the Australian

Capital Territory;

(x) a society registered under the Co-operatives Act 1997 of the Northern

Territory.

6.2.02 Other prescribed circumstances (Act s 611)

For item 20 in the table in section 611 of the Act, the acquisition by a person of a

relevant interest in voting shares in a body corporate that results from the person

holding an office specified in Schedule 3 is prescribed.

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Chapter 6 Takeovers

Part 6.5 The takeover procedure

Regulation 6.5.01

Part 6.5—The takeover procedure

6.5.01 Wholesale holder of securities—telephone monitoring during bid period

(1) For paragraph 648J(4)(a) of the Act, the amount applicable in relation to

securities to which that paragraph applies is $500 000, determined on the basis of

the market value of the securities.

(2) For paragraph 648J(4)(d) of the Act, the following persons are prescribed:

(a) a director of a recorder mentioned in subsection 648J(1) of the Act;

(b) an executive officer of a recorder mentioned in subsection 648J(1) of the

Act.

(3) For paragraph 648J(4)(d) of the Act:

(a) an authorised representative of a financial services licensee who is acting

on behalf of the bidder or target in relation to a takeover bid is prescribed

only if the authorised representative is not involved in a telephone call as a

holder of securities in the bidder or the target; and

(b) any other person who is acting on behalf of the bidder or target in relation

to a takeover bid is prescribed only if that person is not involved in a

telephone call as a holder of securities in the bidder or the target.

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Takeovers Chapter 6

Variation of offers Part 6.6

Regulation 6.6.01

Part 6.6—Variation of offers

6.6.01 Right to withdraw acceptance

(1) For paragraph 650E(3)(a) of the Act, a notice under paragraph 650E(2)(a) of the

Act relating to securities entered on a register or subregister of a prescribed CS

facility must be in a form approved by the operating rules of that prescribed CS

facility for Part 6.6 of the Act (which may include an electronic form).

(2) For paragraph 650E(4)(a) of the Act, if securities are entered on a register or

subregister of a prescribed CS facility, a person to whom section 650E of the Act

applies must take the action that the operating rules of the prescribed CS facility

require in relation to the return of the securities.

(3) For paragraph 650E(5)(a) of the Act, if a person withdraws an acceptance of an

offer, the bidder must take any action that the operating rules of the prescribed

CS facility require in relation to any of the securities:

(a) to which the acceptance relates; and

(b) that are entered on a register or subregister of the prescribed CS facility.

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Chapter 6 Takeovers

Part 6.8 Acceptances

Regulation 6.8.01

Part 6.8—Acceptances

6.8.01 Acceptance of offers made under off-market bid

For paragraph 653A(b) of the Act, if the operating rules of a prescribed CS

facility require an acceptance of an offer to which paragraph 653A(a) applies to

be made in a particular way, to the extent that the acceptance relates to the

securities in the offer, the acceptance must be made in that way.

6.8.02 Acceptances by transferees and nominees of offers made under

off-market bid

For paragraph 653B(4)(a) of the Act, a notice relating to securities entered on a

the operating rules of the prescribed CS facility for Part 6.8 of the Act (which

may include an electronic form).

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Takeovers Chapter 6

Review and intervention Part 6.10

Regulation 6.10.01

Part 6.10—Review and intervention

6.10.01 Application for review of Panel decision (Act s 657EA)

For subsection 657EA(3) of the Act, an application for review of a decision of

the Panel must not be made later than 2 business days after the day on which the

decision was made.

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Chapter 6A Compulsory acquisitions and buy-outs

Part 6A.1 Compulsory acquisitions and buy-outs after takeover bid

Regulation 6A.1.01

Chapter 6A—Compulsory acquisitions and buy-outs

Part 6A.1—Compulsory acquisitions and buy-outs after

takeover bid

6A.1.01 Terms on which securities to be acquired

For paragraph 661C(4)(a) of the Act, an election relating to securities entered on

an electronic register or subregister of a prescribed CS facility must be in an

electronic form approved by the operating rules of the prescribed CS facility.

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Continuous disclosure Chapter 6CA

Regulation 6CA.1.01

Chapter 6CA—Continuous disclosure

6CA.1.01 Continuous disclosure: other disclosing entities

For paragraph 675(2)(d) of the Act, the disclosure of information under

section 675 of the Act is not required if:

(a) a reasonable person would not expect the information to be disclosed; and

(b) the information is confidential; and

(i) the disclosure of the information would contravene a law;

(ii) the information is about a matter of supposition;

(iii) the information is not definite enough to make disclosure appropriate;

(iv) the information relates to an incomplete proposal or a matter that is in

the course of negotiation;

(v) the information was prepared or created for the internal management

purposes of the entity;

(vi) the information is a trade secret.

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Chapter 6D Fundraising

Part 6D.2 Disclosure to investors about securities

Regulation 6D.2.01

Chapter 6D—Fundraising

Part 6D.2—Disclosure to investors about securities

6D.2.01 Exemption—member shares

Part 6D.2 of the Act does not apply to an offer of a member share within the

meaning given by regulation 12.8.03.

6D.2.02 Exemption—foreign companies

Part 6D.2 of the Act does not apply to an offer under a dividend reinvestment

plan or bonus share plan of fully-paid shares in a foreign company to an existing

holder of shares in the foreign company.

6D.2.03 Sophisticated investors

(1) For subparagraph 708(8)(c)(i) of the Act, $2.5 million is specified.

(2) For subparagraph 708(8)(c)(ii) of the Act, $250 000 is specified.

Note: Under subsection 708(8) of the Act, an offer of a body’s securities does not need

disclosure to investors under Part 6D.2 of the Act if it appears from a certificate given

by a qualified accountant no more than 6 months before the offer is made that the

person to whom the offer is made:

(a) has net assets of at least the amount specified in regulations made for the purposes of subparagraph 708(8)(c)(i); or

(b) has a gross income for each of the last 2 financial years of at least the amount specified in regulations made for the purposes of subparagraph 708(8)(c)(ii).

6D.2.04 Simple corporate bonds—base prospectus

(1) For subsections 713C(5) and (6) of the Act, this regulation specifies:

(a) the information that must be contained in a base prospectus for simple

corporate bonds; and

(b) the statements that must be set out in a base prospectus for simple

corporate bonds.

(2) Subregulation (1) does not prevent a base prospectus from containing other

material or setting out other statements.

(3) A base prospectus must contain a table of contents and sections dealing with the

following matters:

(a) Section 1: What you need to know;

(b) Section 2: About the bonds;

(d) Section 4: Risks;

(e) Section 5: Other information you should consider;

(f) Section 6: Glossary.

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Fundraising Chapter 6D

Disclosure to investors about securities Part 6D.2

Regulation 6D.2.04

Section 1: What you need to know

(4) The following statements, or statements to the same effect as the following

statements, must be set out in section 1 of a base prospectus:

(a) This document will be the base prospectus for these bonds for 3 years from

the time it is lodged with the Australian Securities and Investments

Commission.

(b) There will be a separate offer-specific prospectus for each offer of bonds

during the life of this base prospectus.

read the offer-specific prospectus and this base prospectus before investing.

(d) This base prospectus alone is not an offer. The offer is contained in the

offer-specific prospectus, this base prospectus and other information that is

incorporated by reference into the offer-specific prospectus and this base

prospectus.

(e) To find out more about the pros and cons of investing in corporate bonds,

visit ASIC’s MoneySmart website: http://moneysmart.gov.au.

Section 2: About the bonds

(5) The following information must be contained in section 2 of a base prospectus:

(a) information on the program of the bonds (if applicable), including any

pre-planned future issues of bonds;

(b) details of the key aspects of the bonds, including information about the

following matters:

(i) the interaction between the coupon rate and yield;

(ii) the interest rate of the bonds;

(iii) the term of the bonds;

(iv) the maturity and redemption of the bonds;

(v) events that will constitute default;

(vi) guarantees in relation to the bonds and information about any

guarantors;

(vii) security and ranking.

Note: If information mentioned in this subregulation is contained in another document that

has been lodged with ASIC, a base prospectus may refer to that lodged document

instead of setting out the information (see section 713E of the Act).

Section 3: About the issuer

(6) The following information must be contained in section 3 of a base prospectus:

(a) brief information about the issuing body that includes a summary of the

body’s:

(i) business; and

(ii) management personnel (including directors and senior managers); and

(iii) business strategy; and

(iv) governance arrangements;

(b) the trust deed relating to the issuing body;

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Part 6D.2 Disclosure to investors about securities

Regulation 6D.2.04

(d) additional information about the issuing body that relates to the investment

decision, and where that information can be obtained, including:

(i) a reference to the issuing body’s annual report and financial report;

and

(ii) a reference to any half-year report that the issuing body lodged with

ASIC after it lodged an annual financial report and before it lodged

the most recent copy of the base prospectus with ASIC; and

(e) the key financial ratios, calculated in accordance with regulation 6D.2.06,

that are relevant to the issuing body, accompanied by:

(i) an explanation of those key financial ratios; and

(ii) information about how a change to those key financial ratios may

affect the bonds to be issued under the base prospectus.

Note: If information mentioned in this subregulation is contained in another document that

has been lodged with ASIC, a base prospectus may refer to that lodged document

instead of setting out the information (see section 713E of the Act).

(7) The following statements, or statements to the same effect as the following

statements, must be set out in section 3 of a base prospectus:

A publicly listed entity must release financial reports and continuously disclose

information that may have an impact on its share or bond price. This information

is available publicly on the relevant market exchange. You should consider this

information when making an investment decision about bonds. While this

information is important, it is not considered part of the disclosure document for

the offer of bonds using this base prospectus.

Section 4: Risks

(8) The following information must be contained in section 4 of a base prospectus:

(a) the main risks associated with bonds and an explanation of those risks;

(b) the issuing body’s main business risks;

decision—an explanation of those other risks;

(d) if other business risks may be relevant to a consumer’s investment

decision—an explanation of those other risks.

Note: If information mentioned in this subregulation is contained in another document that

has been lodged with ASIC, a base prospectus may refer to that lodged document

instead of setting out the information (see section 713E of the Act).

Section 5: Other information you should consider

(9) The following information must be contained in section 5 of a base prospectus:

(a) an explanation of the consequences, relating to taxation, of investing in

bonds;

(b) information relating to privacy in general and the issuing body’s

obligations under privacy laws;

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Disclosure to investors about securities Part 6D.2

Regulation 6D.2.05

Note: If information mentioned in this subregulation is contained in another document that

has been lodged with ASIC, a base prospectus may refer to that lodged document

instead of setting out the information (see section 713E of the Act).

(10) The following statements, or statements to the same effect as the following

statements, must be set out in section 5 of a base prospectus:

(a) More information on the tax implications associated with investing in

bonds can be found on the Australian Taxation Office’s website:

http://www.ato.gov.au.

(b) The following is a list of material referred to, but not set out in full, in this

base prospectus. However, the material (or relevant extracts of the

material) is incorporated by reference and, as such, forms part of the offer

of bonds covered by this base prospectus.

(11) Section 5 of a base prospectus must contain a list of material referred to, but not

set out in full, in the prospectus.

Section 6: Glossary

(12) The information that section 6 of a base prospectus must contain is information

that is adequate to explain the meanings of terms required to understand the

content of:

(a) the base prospectus; or

(b) the offer-specific prospectus that is combined with the base prospectus to

create a 2-part simple corporate bonds prospectus.

Note: See section 713B of the Act.

6D.2.05 Simple corporate bonds—offer-specific prospectus

(1) For subsections 713D(6) and (7) of the Act, this regulation specifies:

(a) the information that must be contained in an offer-specific prospectus for

an offer of simple corporate bonds; and

(b) the statements that must be set out in an offer-specific prospectus for an

offer of simple corporate bonds.

(2) Subregulation (1) does not prevent an offer-specific prospectus from containing

other material or setting out other statements.

(3) An offer-specific prospectus for an offer of simple corporate bonds must contain

a table of contents and sections dealing with the following matters:

(a) Section 1: What you need to know;

(b) Section 2: Key dates and offer details;

Section 1: What you need to know

(4) The following statements, or statements to the same effect as the following

statements, must be set out in section 1 of an offer-specific prospectus:

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Part 6D.2 Disclosure to investors about securities

Regulation 6D.2.05

(a) This offer-specific prospectus is not a summary of the information

contained in the base prospectus.

(b) This offer-specific prospectus is only relevant for this offer of bonds.

(d) This offer-specific prospectus provides offer details, key dates and other

relevant information for the offer. The base prospectus for this offer

provides additional information that is also critical to your decision. You

should take all of the information in the base prospectus into consideration

before making your decision in relation to this offer.

(e) To find out more about the pros and cons of investing in corporate bonds,

visit ASIC’s MoneySmart website: http://moneysmart.gov.au.

Section 2: Key dates and offer details

(5) The following information must be contained in section 2 of an offer-specific

prospectus:

(a) the terms of the offer, which must include the following:

(i) the name of the issuing body;

(ii) the size of the series, or tranche, to which the offer relates;

(iii) the face value of the bonds;

(iv) the term of the bonds;

(v) the maturity date of the bonds;

(vi) guarantees in relation to the bonds and information about any

guarantors;

(vii) the interest rate of the bonds;

(viii) interest payment dates;

(ix) events that will constitute default;

(x) details of any existing security;

(xi) the structure of the offer;

(xii) the minimum size of an application for the bonds;

(xiii) the prescribed financial market on which the bonds will be listed;

(b) a short explanation of the circumstances in which the bonds can be

redeemed;

(d) either:

(i) if a provision of the base prospectus contains information about any

selling restrictions—a reference to the provision; or

(ii) if subparagraph (i) does not apply—information about any selling

restrictions;

(e) an explanation of where investors can obtain additional information about

the offer, including:

(i) a reference to financial advisors or other professional advisors; and

(ii) the contact details of the issuing body.

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Disclosure to investors about securities Part 6D.2

Regulation 6D.2.06

Note: If information mentioned in this subregulation is contained in another document that

has been lodged with ASIC, an offer-specific prospectus may refer to that lodged

document instead of setting out the information (see section 713E of the Act).

Section 3: Offer-specific information you should consider

(6) The following information must be contained in section 3 of an offer-specific

prospectus:

(a) any significant information necessary to update the information in the base

prospectus;

(b) any notices that the issuing body has issued to explain changes that have

occurred to the base prospectus since it was lodged with ASIC;

that are relevant to the issuing body, accompanied by:

(i) details of any change in those key financial ratios since the last

offer-specific prospectus was issued; or

(ii) if no offer-specific prospectus has previously been issued—details of

any change in those key financial ratios compared with the key

financial ratios at the time the base prospectus was lodged with ASIC;

(d) an explanation of how the issuing body will use the funds raised by issuing

the bonds;

(e) a brief summary of the effect of the offer on the issuing body;

(f) the ranking of the bonds and any other debt on issue;

(g) an explanation of any changes to the risks disclosed in the base prospectus;

(h) the amount that anyone has paid or agreed to pay, or the nature and value

of any benefit that anyone has given or agreed to give, to:

(i) any directors or proposed directors of the issuing body; or

(ii) a person named in the prospectus as performing a function in a

professional, advisory or other capacity in connection with the

preparation or distribution of the prospectus; or

(iii) a promoter of the issuing body; or

(iv) an underwriter (but not a sub-underwriter) to the issue or sale or a

financial services licensee named in the prospectus as a financial

services licensee involved in the issue or sale.

Note: If information mentioned in this subregulation is contained in another document that

has been lodged with ASIC, an offer-specific prospectus may refer to that lodged

document instead of setting out the information (see section 713E of the Act).

6D.2.06 Simple corporate bonds—key financial ratios relevant to issuing body

(1) For paragraphs 6D.2.04(6)(e) and 6D.2.05(6)(c), the key financial ratios that are

relevant to an issuing body are:

(a) the gearing ratio; and

(b) the working capital ratio; and

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Part 6D.2 Disclosure to investors about securities

Regulation 6D.2.06

(2) The key financial ratios referred to in subregulation (1) must be calculated in

accordance with subregulations (3) to (5), based on the issuing body’s most

recent financial statements or, if applicable, the issuing body’s consolidated

financial statements.

(3) The gearing ratio must be calculated using the following formula:

Total liabilities

Total equity

(4) The working capital ratio must be calculated using the following formula:

Current assets

Current liabilities

(5) The interest cover ratio must be calculated using the following formula:

EBITDA

Net interest expense

where:

EBITDA means earnings before net interest expense, taxes, depreciation and

amortisation, for the period to which the issuing body’s most recent financial

statements relate.

net interest expense means the interest expense net of interest revenue, taking

account of any related hedging arrangements recognised in the profit and loss

statements, for the period to which the issuing body’s most recent financial

statements relate.

Note: The issuing body’s most recent financial statements may relate to a period that is less

than 12 months.

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Fundraising Chapter 6D

Crowd-sourced funding Part 6D.3A

Regulation 6D.3A.01

Part 6D.3A—Crowd-sourced funding

6D.3A.01 Offers that are eligible to be made under Part 6D.3A of the Act

Class of securities

(1) For the purposes of paragraph 738G(1)(c) of the Act, this subregulation specifies

fully-paid ordinary shares as a class of securities.

Note: Paragraph 738G(1)(c) of the Act requires securities to be of a class specified in the

regulations for an offer for the issue of the securities to be eligible to be made under

Part 6D.3A of the Act.

Other requirements

(2) For the purposes of paragraph 738G(1)(f) of the Act, this subregulation specifies

the requirement that the funds sought to be raised by the offer are not intended by

the company to be used, to any extent, by:

(a) the company to issue a credit facility (within the meaning of

regulation 7.1.06) to a related party of the company that is not a

wholly-owned subsidiary of the company; or

(b) a related party of the company to issue a credit facility (within the meaning

of regulation 7.1.06) to the company or to another related party of the

company.

6D.3A.02 Contents of CSF offer document—general

(1) For the purposes of subsection 738J(2) of the Act, this regulation, and

regulations 6D.3A.03, 6D.3A.04, 6D.3A.05 and 6D.3A.06, specify the

information that must be contained in a CSF offer document for a CSF offer of

securities (the securities on offer) made by a company (the offering company).

(2) Subregulation (1) does not prevent a CSF offer document from containing other

information.

Note 1: The other information may be contained in a section identified in subregulation (3), in

another section of the offer document or in an appendix to the offer document.

Note 2: An appendix to the offer document is part of the offer document.

(3) The offer document must contain a table of contents and sections dealing with

the following matters:

(a) Section 1: Risk warnings;

(b) Section 2: Information about the offering company;

(d) Section 4: Information about investor rights.

(4) Information required to be contained in a section of the offer document may be

presented in any order within the section.

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Chapter 6D Fundraising

Part 6D.3A Crowd-sourced funding

Regulation 6D.3A.03

Note: The contents of the CSF offer document may be published in a commonly accessible

digital format.

6D.3A.03 Contents of CSF offer document—Section 1: Risk warnings

The following statement must be set out in section 1 of the offer document:

“Crowd-sourced funding is risky. Issuers using this facility include new or

rapidly growing ventures. Investment in these types of ventures is speculative

and carries high risks.

You may lose your entire investment, and you should be in a position to bear this

risk without undue hardship.

Even if the company is successful, the value of your investment and any return

on the investment could be reduced if the company issues more shares.

Your investment is unlikely to be liquid. This means you are unlikely to be able

to sell your shares quickly or at all if you need the money or decide that this

investment is not right for you.

Even though you have remedies for misleading statements in the offer document

or misconduct by the company, you may have difficulty recovering your money.

There are rules for handling your money. However, if your money is handled

inappropriately or the person operating the platform on which this offer is

published becomes insolvent, you may have difficulty recovering your money.

Ask questions, read all information given carefully, and seek independent

financial advice before committing yourself to any investment.”.

6D.3A.04 Contents of CSF offer document—Section 2: Information about the

offering company

(1) The following information must be contained in section 2 of the offer document:

(a) the name, ACN and type of the offering company;

(b) the address of the registered office of the offering company;

(d) the names of each of the following persons, as well as his or her skills and

experience relevant to the management of the offering company:

(i) each director of the offering company, and any person proposed by

the offering company to be a director of the offering company;

(ii) each senior manager of the offering company, and any person

proposed by the offering company to be a senior manager of the

offering company;

(e) a description of the offering company’s business and its organisational

structure;

(f) a description, or a summary, of the capital structure of the offering

company (relating to both equity and debt in the offering company),

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Regulation 6D.3A.04

including the classes (if any) of securities in the offering company, and the

rights associated with the securities in the offering company;

(g) a description of the main risks facing the offering company’s business;

(h) a description, or a summary, of the key provisions of the offering

company’s constitution that deal with any rights and liabilities that attach

to the securities in the issuing company;

(i) if the offering company is a proprietary company, a description or

summary of the following:

(i) the key provisions of any agreement or proposed agreement between

shareholders that deal with any rights and liabilities that attach to, or

may affect, the securities in the issuing company;

(ii) any right of the directors of the company to refuse to register a

transfer of shares in the company.

Note: For paragraph (a), the offering company will be one of the types set out in

subsection 112(1) of the Act.

(1A) If a summary of the information in paragraph (1)(f) is contained in section 2 of

the offer document, then:

(a) the information in full must be contained in another section of, or in an

appendix to, the offer document; and

(b) section 2 of the offer document must include a cross reference to the

location of that information.

(2) Section 2 of the offer document must also contain a copy, or a summary, of:

(a) if the offering company was registered before the financial year in which

the CSF offer is to be made—the financial statements, that comply with the

accounting standards, for the company for the most recently completed

financial year; or

(b) if the offering company was registered during the financial year in which

the CSF offer is to be made—the financial statements for the company for

at least so much of that financial year as ends 1 month before the CSF offer

is to be made.

(2A) If a summary of the financial statements mentioned in subregulation (2) is

contained in section 2 of the offer document, then:

(a) a copy of the statements must be contained in another section of, or in an

appendix to, the offer document; and

(b) section 2 of the offer document must include a cross reference to the

location of the statements.

(3) Section 2 of the offer document must also contain the following information:

(a) if the offering company, or any person referred to in paragraph (1)(d), has

been convicted of an offence against the Act—details of the offence,

including a description of the circumstances giving rise to it;

(b) if a civil penalty under the Act has been imposed on the offering company,

or any person referred to in paragraph (1)(d)—details of the penalty,

including a description of the circumstances giving rise it;

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Part 6D.3A Crowd-sourced funding

Regulation 6D.3A.05

managing corporations under Part 2D.6 of the Act—details of the

disqualification, including a description of the circumstances giving rise to

it;

(d) if a person referred to in paragraph (1)(d) is or has been subject to a

banning order under section 920A of the Act—details of the order,

including a description of the circumstances giving rise to it;

(e) if a person referred to in paragraph (1)(d) is or has been subject to a court

order under paragraph 921A(2)(a) of the Act—details of the order,

including a description of the circumstances giving rise to it;

(f) if a person referred to in paragraph (1)(d) is or has been a director,

secretary or senior manager of a corporation when it became insolvent—

details of the insolvency, including a description of the circumstances

giving rise to it;

(g) if ASIC has accepted under subsection 93AA(1) of the ASIC Act an

undertaking given by the offering company, or by any person referred to in

paragraph (1)(d) in relation to the offering company—details of the

undertaking, including a description of the circumstances giving rise to it;

(h) if, during the 10-year period before the CSF offer is to be made, the

offering company has:

(i) been convicted of any offence other than one against the Act; or

(ii) had imposed on it any penalty under any law other than the Act;

details of the offence or penalty, including a description of the

circumstances giving rise to it;

(i) if, during the 10-year period before the CSF offer is to be made, any person

referred to in paragraph (1)(d) has, in any of the capacities referred to in

that paragraph with any company:

(i) been convicted of any offence other than one against the Act; or

(ii) had imposed on him or her a penalty under any law other than the

Act;

details of the offence or penalty, including a description of the

circumstances giving rise to it.

6D.3A.05 Contents of CSF offer document—Section 3: Information about the

offer

(1) The following information must be contained in section 3 of the offer document:

(a) a description, or a summary, of the securities on offer, including

information on the rights associated with those securities;

(b) the minimum subscription amount for the offer (see subsection 738L(8) of

the Act);

(d) the period that the offering company expects the offer to remain open;

(e) a description of how the offering company intends to use the proceeds from

the offer (including a description of how the company intends to use any

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proceeds of the offer in excess of the minimum subscription amount for the

offer).

(1A) If a summary of the information mentioned in paragraph (1)(a) is contained in

section 3 of the offer document, then:

(a) the information in full must be contained in another section of, or in an

appendix to, the offer document; and

(b) section 3 of the offer document must include a cross reference to the

location of that information.

(2) If any of the proceeds of the offer will be paid, directly or indirectly, to any of

the following persons, section 3 of the offer document must also contain a

description of the payment:

(a) a person referred to in paragraph 6D.3A.04(1)(d);

(b) the CSF intermediary that will publish the offer, or any other person that is

a related party (within the meaning of subsection 738G(3) of the Act) of

that CSF intermediary;

(d) a person that holds securities entitling the person to exercise more than

20% of the rights to vote at a general meeting of the offering company;

(e) a person that controls the offering company;

(f) any other person that is a related party (within the meaning of

subsection 738G(3) of the Act) of the offering company.

(3) Without limiting subregulation (2), proceeds of the offer will be paid indirectly

to a person if those proceeds will be paid for the benefit of the person by an

intermediary entity such as a nominee, trust or partnership.

(4) Section 3 of the offer document must also contain a description of each previous

CSF offer (if any) of securities by the following entities:

(a) the offering company;

(b) for each person referred to in paragraph 6D.3A.04(1)(d) for the offering

company—any other company that had, at the time of a previous CSF offer

by that other company, the person as a director or senior manager;

that the person controlled at the time of a previous CSF offer by that other

company;

(d) any other company that is a related party (within the meaning of

subsection 738G(3) of the Act) of the offering company.

(5) The description of a previous CSF offer referred to in subregulation (4) must

include a description of the outcome of the offer.

6D.3A.06 Contents of CSF offer document—Section 4: Information about

investor rights

(1) The following information must be contained in section 4 of the offer document:

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(a) a description of the cooling off rights contained in section 738ZD of the

Act;

(b) a description of the effect of subsection 738ZA(5) of the Act (responsible

intermediary for CSF offer to provide communication facility).

(2) To the extent that any of the following provisions apply to the offering company,

section 4 of the offer document must also contain a description of the effect of

those provisions:

(aa) subsection 301(2) of the Act (about when financial reports have to be

audited);

(a) subsection 301(5) of the Act (about financial accounts not required to be

audited for up to 5 years);

(b) subsections 250N(5) and (6) of the Act (about company not required to

hold an AGM for up to 5 years);

to members and making the reports accessible online);

(d) item 19A of the table in section 611 of the Act (about the exception to the

prohibition on acquiring relevant interests in voting shares);

(e) section 738ZK of the Act (about Chapter 2E of the Act applying to

proprietary companies that have one or more CSF shareholders).

Note: The provisions mentioned in paragraph (2)(a) or (b) only apply to an offering company

covered under section 738ZI of the Act.

6D.3A.07 Obligation of CSF intermediary relating to their platforms—applicant

risk acknowledgement

(1) For the purposes of paragraph 738ZA(3)(b) of the Act, this regulation sets out

the requirements for an acknowledgement by a person making an application

pursuant to a CSF offer.

(2) The following statement must be set out in the acknowledgement:

“I have read the CSF offer document. I understand this document is not a

prospectus and contains less information than a prospectus.

I have read the risk warning and I understand that it contains some of the

important information for making a decision about investing. However:

(a) I understand that crowd-sourced funding is risky and that I may lose my

entire investment; and

(b) I confirm that I could bear that loss without suffering undue hardship; and

investment may be diluted over time.

I am aware that I can use the communication facility to ask questions and that

there is a 5 business day cooling off period in relation to this investment.”.

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6D.3A.08 Gatekeeper obligation of CSF intermediary—checks

(1) For the purposes of subsection 738Q(1) of the Act, this regulation prescribes the

checks that a CSF intermediary needs to conduct before publishing any of the

following documents (the offer document) on a platform of the intermediary:

(a) a CSF offer document (or a document purporting to be a CSF offer

document);

(b) a supplementary CSF offer document (or a document purporting to be a

supplementary CSF offer document);

replacement CSF offer document);

for a CSF offer of securities made by a company (the offering company).

Identity of offering company

(2) The CSF intermediary must check the following information:

(a) the name, ACN and type of the offering company;

(b) the address of the registered office of the offering company;

Eligibility to crowd fund

(3) The CSF intermediary must check whether:

(a) the company satisfies the requirements in paragraphs 738H(1)(a), (b), (c),

(d), (e) and (f) of the Act; and

(b) the offer document satisfies the requirements in subsection 738J(2) and

section 738K of the Act.

Information on directors etc.

(4) The CSF intermediary must check the following:

(a) the names and addresses of each person referred to in

paragraph 6D.3A.04(1)(d);

(b) whether the offer document contains the information required by

subregulation 6D.3A.04(3).

6D.3A.09 Gatekeeper obligation of CSF intermediary—reasonable standard of

checks

(1) For the purposes of subsection 738Q(2) of the Act, this regulation prescribes

what constitutes a reasonable standard in relation to all the checks referred to in

regulation 6D.3A.08.

(2) To the extent that information to be checked is of a kind that is included in a

standard is to check:

(a) whether the information is included in that register or on that website; and

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(b) if the information is so included—whether the information is contrary to

any other information that the CSF intermediary has; and

paragraph 6D.3A.04(1)(d)—whether the name and address is consistent

with the name and address used by that person on an original, a certified

copy or an authenticated electronic copy of:

(i) a primary photographic identification document; or

(ii) both a primary non-photographic identification document and a

secondary identification document.

(3) Subject to subregulation (4), for all other kinds of information or matters to be

checked, a reasonable standard is to:

(a) explain in writing to the offering company what information or matters are

required, including the level of detail required for such information and

matters; and

(b) require the offering company to provide such information and matters to

the CSF intermediary in accordance with a reasonable process that the CSF

intermediary has developed, documented and implemented for this

purpose.

(4) A reasonable standard for checking whether the offer document (see

subregulation 6D.3A.08(1)) satisfies the requirements in section 738K of the Act

is to check the offer document in accordance with a reasonable process that the

CSF intermediary has developed, documented and implemented for this purpose.

(5) In this regulation:

certified copy has the same meaning as in the Anti-Money Laundering and

Counter-Terrorism Financing Rules Instrument 2007 (No. 1).

primary non-photographic identification document has the same meaning as in

the Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument

2007 (No. 1).

primary photographic identification document has the same meaning as in the

Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument

2007 (No. 1).

secondary identification document has the same meaning as in the Anti-Money

Laundering and Counter-Terrorism Financing Rules Instrument 2007 (No. 1).

6D.3A.10 Obligation of CSF intermediary relating to their platforms—general

CSF risk warning

(1) For the purposes of subsection 738ZA(2) of the Act, this regulation specifies the

terms of a general CSF risk warning.

(2) Those terms are as follows:

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“Crowd-sourced funding is risky. Issuers using this facility include new or

rapidly growing ventures. Investment in these types of ventures is speculative

and carries high risks.

You may lose your entire investment, and you should be in a position to bear this

risk without undue hardship.

Even if the company is successful, the value of your investment and any return

on the investment could be reduced if the company issues more shares.

Your investment is unlikely to be liquid. This means you are unlikely to be able

to sell your shares quickly or at all if you need the money or decide that this

investment is not right for you.

Even though you have remedies for misleading statements in the offer document

or misconduct by the company, you may have difficulty recovering your money.

There are rules for handling your money. However, if your money is handled

inappropriately or the person operating this platform becomes insolvent, you may

have difficulty recovering your money.

Ask questions, read all information given carefully, and seek independent

financial advice before committing yourself to any investment.”.

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Part 6D.5 Fundraising—miscellaneous

Regulation 6D.5.01

Part 6D.5—Fundraising—miscellaneous

6D.5.01 Warrants that are securities

For paragraph 742(1)(b) of the Act, a warrant that is a security is exempted from

all provisions of Chapter 6D of the Act.

6D.5.02 Modification of paragraph 708(8)(c) of the Act: renewal period for

accountants’ certificates

For paragraph 742(1)(c) of the Act, section 708 of the Act applies as if

paragraph 708(8)(c) of the Act were modified by omitting “6 months” and

substituting “2 years”.

6D.5.03 Modification of section 738X of the Act: requirement to notify right to

withdraw application only applies if defect is materially adverse

For the purposes of paragraph 742(1)(c) of the Act, Chapter 6D of the Act

applies as if section 738X of the Act were modified so that subsection 738X(7)

of the Act only applies if the defect in the CSF offer document referred to in

paragraph 738X(5)(a) of the Act is materially adverse from the point of view of

an investor.

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Statutory Rules No. 193, 2001

made under the

Corporations Act 2001

Compilation No. 144

Compilation date: 8 December 2018

Includes amendments up to: F2018L01691

Registered: 4 January 2019

This compilation is in 7 volumes

Volume 1: regulations 1.0.01–6D.5.03

Volume 2: regulations 7.1.02–7.6.08E