{"id":"australasia-railway-corporation-act-1996","name":"Australasia Railway Corporation Act 1996","slug":"australasia-railway-corporation-act-1996","collection":"act","jurisdiction":"nt","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":29861,"registerId":"nt-australasia-railway-corporation-act-1996-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Australasia Railway Corporation Act 1996","content":"NORTHERN TERRITORY OF AUSTRALIA\nAUSTRALASIA RAILWAY CORPORATION ACT 1996\nAs in force at 12 April 2017\nTable of provisions\nPart 1 Preliminary\n1 Short title ......................................................................................... 1\n2 Commencement .............................................................................. 1\n3 Definitions ........................................................................................ 1\nPart 2 The AustralAsia Railway Corporation\n4 Establishment of Corporation .......................................................... 2\n5 Composition of Corporation ............................................................. 2\n6 Period of appointment ..................................................................... 3\n7 Chairperson ..................................................................................... 3\n8 Resignation of members .................................................................. 3\n9 Dismissal of members ..................................................................... 3\n10 Acting appointment .......................................................................... 4\n11 Disclosure of interest ....................................................................... 4\n12 Meetings of Corporation .................................................................. 5\n13 Resolutions of Corporation .............................................................. 6\n14 Protection of members .................................................................... 6\n15 Delegation by Corporation ............................................................... 6\n16 Chief Executive Officer .................................................................... 6\nPart 3 Functions and powers of Corporation\n17 Functions of Corporation ................................................................. 7\n18 Powers of Corporation ..................................................................... 8\n19 Ministerial control........................................................................... 10\n20 Certain information to be provided to Minister ............................... 11\nPart 4 Finance of Corporation\n21 Moneys of Corporation .................................................................. 11\n22 Application of moneys ................................................................... 11\n23 Bank accounts ............................................................................... 11\n24 Proper accounts to be kept ............................................................ 12\n25 Borrowings..................................................................................... 12\n26 Borrowings of Corporation, &c., not guaranteed by Territory or\nSouth Australia .............................................................................. 13\n27 Appointment and power of auditor ................................................. 13\n28 Corporation to pay taxes, rates and duties other than stamp\nduty................................................................................................ 14\n\nAustralAsia Railway Corporation Act 1996 ii\nPart 4A Limit of expenditure by Territory\n28A Extent of Territory's financial commitment ..................................... 15\nPart 4B Civil penalties\n28B Civil penalties may be payable by successful consortium ............. 16\n28C Successful consortium may pass on civil penalties to\ncontractors ..................................................................................... 17\nPart 5 Miscellaneous\n29 Staff ............................................................................................... 18\n30 Consultants may be engaged ........................................................ 18\n31 Application of Corporations Act 2001 ............................................ 18\n32 Annual report ................................................................................. 19\n33 Arbitration of disputes .................................................................... 19\n33A References to Corporation in legal documents and registered\ntitles ............................................................................................... 19\n34 Regulations.................................................................................... 20\nENDNOTES\n\nNORTHERN TERRITORY OF AUSTRALIA\n____________________\nAs in force at 12 April 2017\n____________________\nAUSTRALASIA RAILWAY CORPORATION ACT 1996\nAn Act to establish the AustralAsia Railway Corporation and for related\npurposes\nPart 1 Preliminary\n1 Short title\nThis Act may be cited as the AustralAsia Railway Corporation\nAct 1996.\n2 Commencement\nThis Act comes into operation on the date fixed by the Administrator\nby notice in the Gazette.\n3 Definitions\nIn this Act, unless the contrary intention appears:\nChairperson means the Chairperson of the Corporation.\nConcession Deed means the Concession Deed in respect of the\nconstruction, operation and maintenance of the Railway entered\ninto by South Australia, the Territory, the Corporation and the\nsuccessful consortium as amended and in force from time to time.\nCorporation means The AustralAsia Railway Corporation\nestablished by section 4.\ncorridor means the land leased by the Territory or another person\nto the Corporation for the construction, operation and maintenance\nof the railway from Tarcoola in South Australia to Darwin in the\nTerritory.\nmember means a member of the Corporation and includes a\nperson appointed under section 10 to act as a member, while the\nperson is so acting.\n\nPart 2 The AustralAsia Railway Corporation\nAustralAsia Railway Corporation Act 1996 2\nProject means the construction of the Alice Springs to Darwin\nsection of the Railway and the operation and maintenance of the\nRailway.\nRailway means the railway from Tarcoola to Darwin and associated\nfacilities, plant and equipment, rolling stock and all other assets\nrequired for the operation of the Railway and includes the rights to\nuse the corridor.\nSouth Australian Minister means the Minister of State of South\nAustralia to whom the Alice Springs to Darwin Railway Act 1997 of\nthat State is committed.\nPart 2 The AustralAsia Railway Corporation\n4 Establishment of Corporation\n(1) There is established The AustralAsia Railway Corporation.\n(2) The Corporation:\n(a) is a body corporate with perpetual succession;\n(b) has a common seal; and\n(c) is capable, in its corporate name, of acquiring, holding and\ndisposing of real (including leasehold) and personal property\nand of suing and being sued.\n(3) All courts, judges and persons acting judicially are to take judicial\nnotice of the common seal of the Corporation affixed to a document\nand are to assume that it was duly affixed.\n(4) For the purposes of the Assembly Members and Statutory Officers\n(Remuneration and Other Entitlements) Act 2006, the Corporation\nshall be deemed to have been established for a public purpose.\n5 Composition of Corporation\n(1) The Corporation consists of:\n(a) the Chief Executive Officer;\n(b) 2 persons appointed by the Minister who, in the opinion of the\nMinister, are persons suitable to represent the interests of the\nTerritory;\n\nPart 2 The AustralAsia Railway Corporation\nAustralAsia Railway Corporation Act 1996 3\n(c) 2 persons appointed by the Minister nominated by the South\nAustralian Minister who, in the opinion of the South Australian\nMinister, are persons suitable to represent the interests of\nSouth Australia; and\n(d) where the Minister and the South Australian Minister agree,\nnot more than 4 other persons appointed by the Minister.\n(2) The exercise of a power or the performance of a function by the\nCorporation is not affected by reason only of there being a vacancy\nin the membership of the Corporation.\n6 Period of appointment\nSubject to this Act, a member appointed under section 5 holds\noffice for the period, not exceeding 5 years, specified in his or her\nappointment, but is eligible for re-appointment.\n7 Chairperson\nThe Minister is to appoint a member (other than the Chief Executive\nOfficer) to be the Chairperson of the Corporation.\n8 Resignation of members\nA member may resign office by writing signed by him or her and\ndelivered to the Minister.\n9 Dismissal of members\n(1) The Minister may terminate the appointment of a member (other\nthan the Chief Executive Officer) for inability, inefficiency,\nmisbehaviour or physical or mental incapacity.\n(2) If a member:\n(a) is absent, except by leave of the Corporation, from\n3 consecutive meetings of the Corporation; or\n(b) becomes bankrupt, applies to take the benefit of any law for\nthe relief of bankrupt or insolvent debtors, compounds with his\nor her creditors or makes an assignment of his or her\nremuneration for their benefit,\nthe Minister is to terminate the appointment of the member.\n\nPart 2 The AustralAsia Railway Corporation\nAustralAsia Railway Corporation Act 1996 4\n(3) The Minister may only terminate the appointment of a member\nappointed on the recommendation of the South Australian Minister\nwhen the South Australian Minister requests that the member's\nappointment be terminated and the Minister must terminate the\nappointment on receiving the request.\n10 Acting appointment\n(1) Where a member is or is expected to be absent from duty, the\nMinister may appoint a person to act in the place of the member\nduring the absence.\n(2) The Minister may, at any time, terminate an appointment made\nunder subsection (1).\n(3) The Minister may only appoint a person to act in the place of a\nmember appointed on the recommendation of the South Australian\nMinister on the recommendation of that Minister.\n(4) The validity of a decision of the Corporation is not to be questioned\nin any proceedings on a ground arising from the fact that the\noccasion for the appointment of a person under subsection (1) had\nnot arisen or that an appointment under that subsection had ceased\nto have effect.\n11 Disclosure of interest\n(1) A member who has a direct or indirect pecuniary interest in a matter\nbeing considered or about to be considered by the Corporation\notherwise than as a member of, and in common with the other\nmembers of, a corporation consisting of not less than 25 persons\nand of which he or she is not a director is, as soon as possible after\nthe relevant facts have come to the member's knowledge, to\ndisclose the nature of his or her interest at a meeting of the\nCorporation.\n(2) A disclosure under subsection (1) is to be recorded in the minutes\nof the Corporation and, unless the Corporation otherwise\ndetermines, the member:\n(a) is not, while he or she has that interest, to take part after the\ndisclosure in any deliberation or decision of; and\n(b) is to be disregarded for the purpose of constituting a quorum\nof,\nthe Corporation in relation to the matter.\n\nPart 2 The AustralAsia Railway Corporation\nAustralAsia Railway Corporation Act 1996 5\n(3) For the purpose of making a determination under subsection (2) in\nrelation to a member who has made a disclosure under\nsubsection (1), a member who has a direct or indirect pecuniary\ninterest in the matter to which the disclosure relates is not:\n(a) to be present during the deliberations of the Corporation for\nthe purpose of making the determination; or\n(b) to take part in the making by the Corporation of the\ndetermination.\n12 Meetings of Corporation\n(1) The Chairperson is to call meetings of the Corporation as and when\nnecessary for the exercise of its powers and the performance of its\nfunctions.\n(2) The Minister may, at any time, direct the Chairperson to convene a\nmeeting of the Corporation and the Chairperson is to convene a\nmeeting in accordance with the direction.\n(3) At a meeting of the Corporation:\n(a) the Chairperson, if present, is to preside but in the absence of\nthe Chairperson the members present are to elect one of their\nnumber to act as Chairperson and that person may exercise\nthe powers and perform the functions of the Chairperson for\nthe meeting;\n(b) questions arising are to be determined by a majority of the\nvotes of the members present and voting and, in the event of\nan equality of votes, the Chairperson or member presiding at\nthe meeting has, in addition to his or her deliberative vote, a\ncasting vote; and\n(c) subject to this Act, the Corporation is to determine the\nprocedure to be followed at or in connection with the meeting.\n(4) At a meeting of the Corporation:\n(a) one member appointed under section 5(1)(b) and one member\nappointed under section 5(1)(c) are to be present; and\n(b) one more than half of the members then holding office\nconstitute a quorum.\n(5) The Corporation is to cause records of its meetings to be kept.\n\nPart 2 The AustralAsia Railway Corporation\nAustralAsia Railway Corporation Act 1996 6\n13 Resolutions of Corporation\n(1) A resolution of the Corporation, unless unanimous, is of no effect\nand cannot be implemented until 7 days after the date on which it is\nmade.\n(2) Before the expiration of the period referred to in subsection (1), the\nMinister may and must, when requested by the South Australian\nMinister, instruct the Corporation not to take any action to\nimplement the resolution.\n(3) When instructed under subsection (2), the Corporation must not\ntake any action to implement the resolution unless authorised the\nMinister.\n(4) The Minister is not to authorise the Corporation under\nsubsection (3) if the instruction under subsection (2) was given on\nthe request of the South Australian Minister unless requested by\nthe South Australian Minister.\n(5) Where an instruction has been given, the Minister and the South\nAustralian Minister are to attempt to agree on the course of action\nin respect of the resolution.\n14 Protection of members\nSubject to section 31, no action or proceeding, civil or criminal, lies\nagainst the Chairperson or another member for or in respect of an\nact or thing done or omitted to be done in good faith by that person\nin his or her capacity as Chairperson or member.\n15 Delegation by Corporation\n(1) The Corporation may, by instrument under its seal, delegate to a\nmember, to a committee of the Corporation consisting of 2 or more\nmembers, or to an officer of the Corporation, any of its powers and\nfunctions under this Act, other than this power of delegation.\n(2) A power or function delegated under this section, when exercised\nor performed by the delegate, is to be taken to have been exercised\nor performed by the Corporation.\n(3) A delegation under this section does not prevent the exercise of a\npower or the performance of a function by the Corporation.\n16 Chief Executive Officer\n(1) The Corporation is to appoint a person to be the Chief Executive\nOfficer.\n\nPart 3 Functions and powers of Corporation\nAustralAsia Railway Corporation Act 1996 7\n(2) A person may only be appointed the Chief Executive Officer on the\nrecommendation of both the Minister and the South Australian\nMinister.\n(3) The Corporation may terminate the appointment of the Chief\nExecutive Officer but only on the recommendation of the Minister\nand the South Australian Minister.\nPart 3 Functions and powers of Corporation\n17 Functions of Corporation\nThe functions of the Corporation are:\n(a) to obtain and hold secure title to the corridor;\n(b) to develop and manage the project brief inviting submissions\nfrom consortia to undertake the Project;\n(c) to advise and assist South Australia and the Territory on the\nimplementation of the Commonwealth's contribution to the\nProject;\n(d) to nominate the successful consortium to undertake the\nProject;\n(e) to receive and distribute dividends to South Australia and the\nTerritory enabling them to share in any profits in the Project;\n(f) to provide, by way of lease, sublease, licence, concession or\nother arrangements, secure rights of access to the corridor to\nenable the successful consortium to undertake the Project;\n(g) to co-ordinate and supervise the making of government grants\nto the successful consortium;\n(h) to evaluate submissions received on the Project and to make\nrecommendations to South Australia and the Territory in\nrespect of the submissions;\n(j) to approach government agencies to define the concessions\nand basis for agreement between South Australia, the\nTerritory and the Commonwealth and the successful\nconsortium;\n(k) to undertake all necessary environmental and planning\nprocesses, including all heritage and Aboriginal conservation\nclearances, as may be required for the Project to commence;\n\nPart 3 Functions and powers of Corporation\nAustralAsia Railway Corporation Act 1996 8\n(m) to facilitate rail access principles to the Railway for the\nsuccessful consortium and to liaise in respect to access\nregimes for the national rail network;\n(n) to facilitate the determination of the terms of access to the\nPort of Darwin;\n(p) to assist and determine the conditions of access to the Project\nthrough service roads and to assist in determining rights for\nextraction of construction materials and the royalty\narrangements involved;\n(pa) to co-ordinate consideration of applications in connection with\nthe construction or operation of the Railway or both;\n(q) to monitor construction and operation of the Project to ensure\nit complies with minimum requirements, including heritage,\nAboriginal and environmental issues;\n(qa) to enter into agreements for the carrying out of works in\nrelation to the corridor;\n(r) to exercise residual powers that may be detailed in any lease,\nlicence or concession agreement between the Corporation\nand the successful consortium during the ongoing operation of\nthe Railway, including powers to order emergency access and\nto supervise reversionary arrangements at the end of the\nProject;\n(s) to facilitate opportunities for businesses in South Australia and\nthe Territory to provide goods and services required for the\nProject; and\n(t) to give effect to this Act and any agreement between South\nAustralia and the Territory relating to the Project, including the\nwinding up and dissolution of the Corporation and the\ndistribution of its assets.\n18 Powers of Corporation\n(1) Subject to this Act, the Corporation has all the powers of a natural\nperson to do all things necessary or convenient to be done for or in\nconnection with or incidental to the performance of its functions.\n(2) Without limiting subsection (1), the Corporation may:\n(a) enter into contracts;\n\nPart 3 Functions and powers of Corporation\nAustralAsia Railway Corporation Act 1996 9\n(aa) enter into the Concession Deed and other arrangements in\nrespect of the Project with all or any of South Australia, the\nTerritory, the Commonwealth and the successful consortium;\n(ab) take and enforce security for performance by the successful\nconsortium of its obligations under the Concession Deed;\n(b) acquire, hold and dispose of real or personal property, rights,\nprivileges, permits, licences and authorities;\n(c) form, or participate in the formation of, a corporation;\n(d) subscribe for or otherwise acquire, and dispose of, shares in,\nor debentures or other securities of, a corporation;\n(e) enter into a partnership or an arrangement for sharing of\nprofits;\n(f) give guarantees and indemnities;\n(g) improve real property in which the Corporation holds an\ninterest (whether as owner or otherwise) or that is under the\nCorporation's control;\n(h) appoint receivers, agents and attorneys;\n(j) act as trustee;\n(k) act as agent;\n(m) receive grants of money from the Commonwealth, the\nTerritory and South Australia;\n(n) borrow money, or raise money otherwise than by borrowing\n(including from outside of the Territory or Australia), in any\nmanner that accords with sound current commercial practice;\n(na) give security for the repayment of money borrowed by the\nCorporation;\n(p) lend money;\n(q) draw, make, accept, endorse and discount bills of exchange\nand promissory notes; and\n(r) pay dividends on capital at such rates and times as it\ndetermines.\n(3) The Corporation is not to borrow or lend money except with the\nconsent of both the Minister and the South Australian Minister.\n\nPart 3 Functions and powers of Corporation\nAustralAsia Railway Corporation Act 1996 10\n(4) Where the Corporation is notified by the Minister that an action is\nconsidered by the Minister and the South Australian Minister as\nsignificant to the Project, the Corporation is not to exercise any of\nits powers in respect of the action except as provided by\nsubsection (5).\n(5) Where the Minister and the South Australian Minister agree on the\naction proposed to be taken by the Corporation, the Minister is to\nauthorise the Corporation to exercise its powers in respect of the\naction and the Corporation may exercise its powers in accordance\nwith the authorisation.\n19 Ministerial control\n(1) The Corporation, in exercising its powers and performing its\nfunctions, is subject to the written lawful directions of the Minister.\n(2) For the purposes of subsection (1), but without limiting the\ngenerality of the words lawful directions, a direction is not lawful if\ncomplying with it would necessarily result in a breach by the\nCorporation of a legally enforceable contract or agreement or of a\ncommercial undertaking.\n(3) Where a direction of the Minister requires the Corporation to take\nan action or disclose information (or to have a corporation over\nwhich it has the necessary control take an action or discloses\ninformation) that, in the opinion of the Corporation, for good\ncommercial reasons, should not be taken or be disclosed, the\nCorporation is, in writing, to advise the Minister of its objection and\nthe reasons for its objection.\n(4) If after receiving the Corporation's objections the Minister, in writing,\nconfirms his or her direction to the Corporation, the Minister is to\ngive his or her reasons for so doing and the Corporation is to\ncomply with the direction.\n(5) The Minister is to cause a copy of each direction given by the\nMinister to the Corporation (and all objections and reasons under\nsubsection (3) and confirmations and reasons under subsection (4))\nto be tabled in the Legislative Assembly within 6 sitting days of the\nAssembly after it or they are given or made.\n(6) Where the Minister or the South Australian Minister considers a\ndirection under this section is appropriate or required, he or she\nmust consult the other Minister and, if both agree, the Minister is to\ngive the direction.\n\nPart 4 Finance of Corporation\nAustralAsia Railway Corporation Act 1996 11\n20 Certain information to be provided to Minister\n(1) Subject to subsection (2), the Corporation is to provide to the\nMinister, as soon as practicable after it receives them, copies of all\nnotices, advice and accounts provided to the Corporation in its\ncapacity as a shareholder of or investor in another corporation or\ntrust.\n(2) Where, in the opinion of the Corporation, a notice, advice or\naccount received by it contains commercially sensitive information\nthat ought not to be disclosed, it may advise the Minister of its\nreceipt of the document and is not to provide a copy to the Minister\nunless directed to do so under section 19.\nPart 4 Finance of Corporation\n21 Moneys of Corporation\nThe moneys of the Corporation consist of:\n(a) moneys that are appropriated for its purposes;\n(b) dividends on shares owned by the Corporation;\n(c) interest on investments of moneys of the Corporation;\n(d) proceeds of the sale or other disposition of property and\ninvestments of the Corporation;\n(e) moneys received as grants from the Commonwealth and\nSouth Australia; and\n(f) such other amounts as, from time to time, become available\nfor the use of the Corporation under this or any other Act.\n22 Application of moneys\nThe moneys of the Corporation are to be applied only in payment or\ndischarge of the expenses and other obligations (including the\npayment of dividends) of the Corporation, whether contractually\nincurred or imposed by or under a law in force in the Territory.\n23 Bank accounts\nThe Corporation is to open and maintain in the Territory an account\nor accounts with one or more ADIs.\n\nPart 4 Finance of Corporation\nAustralAsia Railway Corporation Act 1996 12\n24 Proper accounts to be kept\nThe Corporation is to keep proper accounts and records of its\ntransactions and affairs and is to do all things necessary to ensure\nthat all payments out of the moneys of or held by the Corporation\nare correctly made and properly authorised and that adequate\ncontrol is maintained over the assets of, or in the custody of, the\nCorporation and over the incurring of liabilities.\n25 Borrowings\n(1) Without limiting the generality of section 18(2)(n), the Corporation\nmay, under that section, borrow money, or raise money otherwise\nthan by borrowing, by dealing with securities.\n(2) A borrowing of money, or a raising of money otherwise than by\nborrowing, in pursuance of section 18(2)(n) may be made, in whole\nor in part, in a currency other than Australian currency.\n(3) In this section, securities includes stocks, debentures, debenture\nstocks, notes, bonds, promissory notes, bills of exchange and\nsimilar instruments or documents.\n(4) A reference in this section to dealing with securities includes a\nreference to:\n(a) creating, executing, entering into, drawing, making, accepting,\nendorsing, issuing, discounting, selling, purchasing or\nre-selling securities;\n(b) creating, selling, purchasing or re-selling rights or options in\nrespect of securities; and\n(c) entering into agreements or other arrangements relating to\nsecurities.\n(5) For the purposes of this section:\n(a) the issue by the Corporation of an instrument acknowledging a\ndebt in consideration of:\n(i) the payment or deposit of money; or\n(ii) the provision of credit,\notherwise than in relation to a transaction that is in the\nordinary course of the day-to-day operations of the\nCorporation shall be deemed to be a raising by the\nCorporation, otherwise than by borrowing, of an amount of\nmoney equal to the amount of the money paid or deposited or\n\nPart 4 Finance of Corporation\nAustralAsia Railway Corporation Act 1996 13\nthe value of the credit provided, as the case may be; and\n(b) the obtaining of credit by the Corporation otherwise than in\nrelation to a transaction that is in the ordinary course of the\nday-to-day operations of the Corporation shall be deemed to\nbe a raising by the Corporation, otherwise than by borrowing,\nof an amount of money equal to the value of the credit so\nobtained.\n26 Borrowings of Corporation, &c., not guaranteed by Territory or\nSouth Australia\nNotwithstanding anything in this or any other Act or law in force in\nthe Territory, the Corporation or any other person is not capable of\nentering into a contract or other arrangement whereby the Territory\nor South Australia or an authority of the Territory or South Australia\nguarantees borrowings, or the raising of money otherwise than by\nborrowing, of the Corporation or gives an indemnity relating to such\nborrowings or raising of money, neither:\n(a) is a person capable of accepting such a guarantee or\nindemnity or of lawfully accepting any payment or other benefit\nin pursuance of such a purported guarantee or indemnity; or\n(b) is such a guarantee or indemnity to arise or be implied by\noperation of law.\n27 Appointment and power of auditor\n(1) In this section and section 32, auditor means:\n(a) a registered company auditor, within the meaning of the\nCorporations Act 2001, (including a firm of auditors one of the\npartners of which is so registered) appointed by the\nCorporation with the consent of the Minister and the South\nAustralian Minister; or\n(b) if the Minister directs under section 19(1), the Auditor-General.\n(2) The requirements of this section are in addition to the requirements\nunder section 31 but to the extent, if any, that the requirements of\nthis section and under section 31 are not capable of standing\ntogether, the requirements of this section prevail.\n(3) The Corporation is, not later than 7 days after 30 June in each year,\nto appoint an auditor for the Corporation and is, within 28 days after\ndoing so, to notify the Minister of the name of the auditor.\n(4) The auditor is to inspect, audit and report on the accounts and\nrecords of financial transactions of the Corporation and the records\n\nPart 4 Finance of Corporation\nAustralAsia Railway Corporation Act 1996 14\nrelating to assets of, or in the custody of, the Corporation and is to\nforthwith draw the attention of the Corporation, the Minister and the\nSouth Australian Minister to any irregularity disclosed by the\ninspection and audit that, in the opinion of the auditor, is of\nsufficient importance to justify the auditor so doing.\n(5) The auditor, or a person authorised by the auditor, is entitled at all\nreasonable times to full and free access to all accounts, records,\ndocuments and papers of the Corporation relating directly or\nindirectly to the receipt or payment of moneys by the Corporation or\nto the acquisition, receipt, custody or disposal of assets by it.\n(6) The auditor, or a person authorised by the auditor, may make\ncopies of or take extracts from any such accounts, records,\ndocuments or papers.\n(7) The auditor, or a person authorised by the auditor, may require a\nperson to furnish to him or her such information in the possession\nof the person or to which the person has access as the auditor or\nauthorised person considers necessary for the purposes of the\nfunctions of the auditor under this Act, and the person is to comply\nwith the requirement.\nMaximum penalty: 15 penalty units.\n(8) Where the Auditor-General is the auditor for the purposes of this\nAct, the Auditor-General is not to report on the affairs of the\nCorporation except as provided by or under this Act.\n(9) In addition to the powers expressly given under this Act to the\nauditor, the auditor has such powers in relation to the audit of the\naccounts and records referred to in subsection (4) as a registered\ncompany auditor has in relation to a corporation under the\nCorporations Act 2001 and that Act, with the necessary changes,\napplies to the extent necessary to enforce those powers.\n28 Corporation to pay taxes, rates and duties other than stamp\nduty\n(1) Subject to subsection (2), nothing in this or any other Act relieves\nthe Corporation from the liability to pay Territory taxes, rates and\nduties in respect of its business and activities that it would have if it\nwere a corporation incorporated under the Corporations Act 2001\nand in addition the Minister may, by notice in writing to the\nCorporation, require it to pay to the Central Holding Authority, within\nthe time and in respect of the period specified in the notice, such\namount as the Minister considers would have been the liability of\nthe Corporation to pay income tax under the Income Tax\nAssessment Act 1936 of the Commonwealth had its income not\n\nPart 4A Limit of expenditure by Territory\nAustralAsia Railway Corporation Act 1996 15\nbeen exempted from income tax by that Act.\n(2) The Corporation is not liable to pay stamp duty imposed by the\nStamp Duty Act 1978 that, but for this subsection, would have been\npayable under an Act by the Corporation.\nPart 4A Limit of expenditure by Territory\n28A Extent of Territory's financial commitment\n(1) The Minister is authorised, on behalf of the Territory, to make\navailable at times determined by the Minister funds up to a total of\n$165 million for all or any of the following purposes:\n(a) the performance of certain works in connection with the\nProject;\n(b) the giving by the Territory of a guarantee in respect of a debt\nincurred by the successful consortium in connection with the\nProject;\n(c) the provision by the Territory of a loan to the successful\nconsortium in connection with the Project.\n(1A) The Minister is authorised, on behalf of the Territory, to make\navailable, at times determined by the Minister and on terms\ndetermined by the Minister to be commercial, funds additional to\nthose referred to in subsection (1) for purposes connected with the\nProject, including:\n(a) the provision of loans;\n(b) the provision of subordinated debt;\n(c) the underwriting of subordinated debt;\n(d) the subscription of equity;\n(e) the underwriting of subscriptions of equity;\n(f) the subscription of contingent equity;\n(g) the underwriting of contingent equity; and\n(h) any other form of financial assistance.\n\nPart 4B Civil penalties\nAustralAsia Railway Corporation Act 1996 16\n(2) The limit on the funds that may be made available under\nsubsection (1) does not apply to funds for any of the following\npurposes:\n(a) the payment of the costs of acquiring land for the Project and\nany compensation paid in relation to that land;\n(b) the payment of the costs and expenses associated with the\nadministration of the Corporation and the Project;\n(c) the payment of interest and costs that may be payable in\nrespect of the debt or the giving of the guarantee referred to in\nsubsection (1)(b);\n(d) the giving by the Territory of a guarantee in connection with\nthe performance by the Corporation of its obligations under a\ncontract entered into by the Corporation in connection with the\nProject;\n(e) the payment of costs and expenses of a non-capital nature not\nreferred to in paragraph (a), (b), (c) or (d);\n(ea) the satisfaction of a judgment in a proceeding arising out of or\nin connection with the Project in accordance with:\n(i) a direction under section 11(3) of the Crown\nProceedings Act 1993; or\n(ii) a direction under section 11(3) of the Crown\nProceedings Act 1993 as applied by the Parliament of\nSouth Australia as a law of South Australia for the\npurposes referred to in section 19B(7) of the AustralAsia\nRailway (Special Provisions) Act 1999;\n(f) the payment of any other costs and expenses that may be\nprescribed by regulation for the purposes of this subsection.\n(3) The amounts required for the purposes of subsections (1) and (1A)\nare to be provided from the public moneys of the Territory.\nPart 4B Civil penalties\n28B Civil penalties may be payable by successful consortium\n(1) An agreement to which the Corporation and the successful\nconsortium are parties may provide that, if the successful\nconsortium is in breach of an obligation under the agreement, the\nsuccessful consortium is required to pay to the Corporation by way\nof a civil penalty for the breach the amount determined in\n\nPart 4B Civil penalties\nAustralAsia Railway Corporation Act 1996 17\naccordance with the agreement.\n(2) The agreement may also provide that the amount of such a civil\npenalty is to increase over the period during which the breach of the\nobligation continues by a further amount determined in accordance\nwith the agreement.\n(3) A civil penalty provided for in accordance with this section is a debt\ndue to the Corporation by the successful consortium:\n(a) despite that neither the Corporation nor any other person\n(whether a party to the agreement or not) suffered damage as\na result of the breach; and\n(b) despite that the amount of the civil penalty is unrelated to the\nextent of any damage that the Corporation or any other person\n(whether a party to the agreement or not) may have suffered\nas a result of the breach.\n28C Successful consortium may pass on civil penalties to\ncontractors\n(1) An agreement to which the successful consortium and a contractor\nof the successful consortium are parties may provide:\n(a) that if the successful consortium:\n(i) is in breach of an obligation under an agreement with the\nCorporation; and\n(ii) is required to pay to the Corporation by way of civil\npenalty for the breach an amount in accordance with\nsection 28B; and\n(b) that if the breach of the obligation by the successful\nconsortium arose, in whole or in part, from a breach by the\ncontractor of an obligation under an agreement with the\nsuccessful consortium in connection with the construction,\noperation or maintenance of the railway,\nthen the contractor is required to pay to the successful consortium\nthe amount, or part of the amount, of the civil penalty required to be\npaid by the successful consortium to the Corporation.\n\nPart 5 Miscellaneous\nAustralAsia Railway Corporation Act 1996 18\n(2) An amount required to be paid to the successful consortium by a\ncontractor under an agreement in accordance with subsection (1) is\na debt due to the successful consortium by the contractor:\n(a) despite that neither the successful consortium nor any other\nperson (whether a party to the agreement or not) suffered\ndamage as a result of the breach; and\n(b) despite that the amount required to be paid by the contractor\nis unrelated to the extent of any damage that the successful\nconsortium or any other person (whether a party to the\nagreement or not) may have suffered as a result of the\nbreach.\nPart 5 Miscellaneous\n29 Staff\n(1) The Corporation may appoint such officers and engage such\nemployees as it thinks necessary for the purposes of this Act.\n(2) The terms and conditions of employment of persons appointed or\nengaged under subsection (1) are to be determined by the\nCorporation.\n(3) The Public Sector Employment and Management Act 1993 does\nnot apply to or in relation to the employment of officers or\nemployees of the Corporation.\n30 Consultants may be engaged\nThe Corporation may engage consultants and advisers.\n31 Application of Corporations Act 2001\n(1) Subject to subsection (2) and section 27(9), except to the extent\nthat the Corporations Act 2001 expressly binds the Crown, that Act\ndoes not apply to or in relation to the Corporation.\n(2) The accounting and reporting obligations imposed and standards\nrequired by the Corporations Act 2001 of or in relation to a public\ncorporation incorporated under the Corporations Act 2001 apply to\nand in relation to the Corporation as if:\n(a) the Corporation were a public corporation so incorporated;\nand\n(b) the Territory were the shareholders of the corporation,\n\nPart 5 Miscellaneous\nAustralAsia Railway Corporation Act 1996 19\nand the Corporations Act 2001, with the necessary changes,\napplies to the extent necessary to enforce those standards.\n32 Annual report\n(1) In addition to the information required under section 31 to be\nincluded in the financial report and directors' report of the\nCorporation, the report is to include a copy of all directions,\nobjections, confirmations and reasons given under section 19\nduring the period to which the report relates.\n(2) The Minister is to cause the report and financial statements of the\nCorporation, together with the report of the auditor, to be laid before\nthe Legislative Assembly within 6 sitting days of the Assembly after\nthey are received by the Minister.\n33 Arbitration of disputes\n(1) The Minister and the South Australian Minister are to use their best\nendeavours to ensure that agreement is reached in the exercise of\ntheir joint responsibilities under this Act.\n(2) In the event of agreement not being reached, the matter in dispute\nis to be referred to arbitration under the Commercial Arbitration\n(National Uniform Legislation) Act 2011 and that Act applies, with\nthe necessary changes, as if this subsection were an arbitration\nagreement between the Minister and the South Australian Minister.\n33A References to Corporation in legal documents and registered\ntitles\n(1) In:\n(a) an agreement, arrangement, contract, deed or other document\nthat creates rights or imposes obligations (a legal document);\nor\n(b) a title registered under the Real Property Act 1886 or the Land\nTitle Act 2000 (a registered title),\na reference to the AustralAsia Railway Corporation is to be read\nas a reference to The AustralAsia Railway Corporation.\n(2) A legal document, the exercise of a right or performance of an\nobligation under a legal document, or a registered title is not invalid,\nunenforceable or ineffective on the ground that the Corporation is\nreferred to in the legal document or registered title as the\nAustralAsia Railway Corporation.\n\nPart 5 Miscellaneous\nAustralAsia Railway Corporation Act 1996 20\n34 Regulations\nThe Administrator may make regulations, not inconsistent with this\nAct, prescribing matters:\n(a) required or permitted by this Act to be prescribed; or\n(b) necessary or convenient to be prescribed for carrying out or\ngiving effect to this Act.\n\nENDNOTES\nAustralAsia Railway Corporation Act 1996 21\nENDNOTES\n1 KEY\nKey to abbreviations\namd = amended od = order\napp = appendix om = omitted\nbl = by-law pt = Part\nch = Chapter r = regulation/rule\ncl = clause rem = remainder\ndiv = Division renum = renumbered\nexp = expires/expired rep = repealed\nf = forms s = section\nGaz = Gazette sch = Schedule\nhdg = heading sdiv = Subdivision\nins = inserted SL = Subordinate Legislation\nlt = long title sub = substituted\nnc = not commenced\n2 LIST OF LEGISLATION\nAustralAsia Railway Corporation Act 1996 (Act No. 1, 1997)\nAssent date 7 January 1997\nCommenced 25 August 1997 (Gaz S32, 25 August 1997)\nAustralAsia Railway Corporation Amendment Act 1998 (Act No. 24, 1998)\nAssent date 30 March 1998\nCommenced 25 August 1997 (s 2)\nAustralAsia Railway Corporation Amendment Act 2000 (Act No. 38, 2000)\nAssent date 13 July 2000\nCommenced 4 December 2000 (Gaz S59, 4 December 2000)\nAustralAsia Railway Corporation Amendment Act (No. 2) 2000 (Act No. 55, 2000)\nAssent date 14 November 2000\nCommenced 4 December 2000 (s 2, s 2 AustralAsia Railway Corporation\nAmendment Act 2000 (Act No. 38, 2000) and Gaz S59,\n4 December 2000)\nAustralAsia Railway (Special Provisions) Regulations 2000 (SL No. 61, 2000)\nNotified 15 December 2000\nCommenced 14 February 2001 (Gaz G6, 14 February 2001 p 3)\nAustralAsia Railway Corporation Amendment Act 2001 (Act No. 1, 2001\nAssent date 19 March 2001\nCommenced 23 March 2001 (Gaz S11, 23 March 2001)\nCorporation Reform (Consequential Amendments NT) Act 2001 (Act No. 17, 2001\nAssent date 29 June 2001\nCommenced 15 July 2001 (s 2, s 2 Corporations Act 2001 (Act No. 56,\n1990) (Cth) and Cth Gaz S285, 13 July 2001)\n\nENDNOTES\nAustralAsia Railway Corporation Act 1996 22\nAssembly Members and Statutory Officers (Remuneration and Other Entitlements) Act\n2006 (Act No. 7, 2006)\nAssent date 26 April 2006\nCommenced 26 April 2006\nStatute Law Revision Act 2007 (Act No. 4, 2007)\nAssent date 8 March 2007\nCommenced 8 March 2007\nCommercial Arbitration (National Uniform Legislation) Act 2011 (Act No. 23, 2011)\nAssent date 31 August 2011\nCommenced 1 August 2012 (Gaz G26, 27 June 2012, p 4)\nPenalties Amendment (Miscellaneous) Act 2013 (Act No. 23, 2013)\nAssent date 12 July 2013\nCommenced 28 August 2013 (Gaz G35, 28 August 2013, p 2)\nStatute Law Revision Act 2017 (Act No. 4, 2017)\nAssent date 10 March 2017\nCommenced 12 April 2017 (Gaz G15, 12 April 2017, p 3)\n3 GENERAL AMENDMENTS\nGeneral amendments of a formal nature (which are not referred to in the table\nof amendments to this reprint) are made by the Interpretation Legislation\nAmendment Act 2018 (Act No. 22, 2018) to: ss 1, 4, 28, 28A, 29, 33 and 33A.\n4 LIST OF AMENDMENTS\ns 3 amd No. 24, 1998, s 3; No. 38, 2000, s 4; No. 55, 2000, s 4\ns 4 amd No. 7, 2006, s 30\ns 17 amd No. 38, 2000, s 5; No. 55, 2000, s 5\ns 18 amd No. 38, 2000, s 6\ns 23 amd No. 38, 2000, s 7; No 4, 2017, s 34\ns 27 amd No. 17, 2001, s 21; No. 23, 2013, s 4\ns 28 amd No. 38, 2000, s 8; No. 17, 2001, s 21; No. 4, 2007, s 7\npt 4A hdg ins No. 24, 1998, s 4\ns 28A ins No. 24, 1998, s 4\nsub No. 38, 2000, s 9\namd No. 55, 2000, s 6; No. 1, 2001, s 3\npt 4B hdg ins No. 38, 2000, s 10\ns 28B ins No. 38, 2000, s 10\ns 28C ins SL No. 61, 2000\ns 31 amd No. 17, 2001, s 21\ns 32 amd No. 17, 2001, s 21\ns 33 amd No. 23, 2011, s 46\ns 33A ins No. 55, 2000, s 7","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":5,"scope_assessment":{"changed":true,"description":"The original 1996 Act established the Corporation primarily to facilitate the construction of the Alice Springs to Darwin railway. However, amendments in 1998, 2000 and 2001 significantly expanded the scope beyond mere construction facilitation. Part 4A (added 1998, expanded 2000) introduced detailed financial mechanisms including subordinated debt, equity underwriting, and contingent equity arrangements. Part 4B (added 2000) introduced a statutory framework for civil penalties and pass-through liability to contractors, which was not part of the original infrastructure delivery model. Section 17 also expanded to include ongoing operational monitoring and coordination functions rather than just project establishment. The Act evolved from a project delivery vehicle into a complex financial and contractual management entity with sophisticated penalty and risk allocation mechanisms."},"complexity_factors":["Bilateral ministerial control mechanisms requiring joint agreement between NT and SA ministers for key decisions (CEO appointment, borrowing, blocking resolutions)","Nested conditional logic in sections 19 and 13 regarding ministerial directions and resolution implementation delays","Cross-references to multiple external Acts: Corporations Act 2001, Crown Proceedings Act 1993, Commercial Arbitration (National Uniform Legislation) Act 2011, Income Tax Assessment Act 1936","Dual appointment structure for board members (NT appoints 2, SA appoints 2, plus optional extras by agreement)","Specific carve-outs and exceptions in the financial cap provisions (section 28A) with 8 separate exempt categories","Complex definition of 'raising money otherwise than by borrowing' in section 25 with deeming provisions","Interaction between statutory auditing requirements (section 27) and Corporations Act accounting standards (section 31)"],"plain_english_summary":"**What this law does:**\n\nThis Act creates a government-owned company called **The AustralAsia Railway Corporation** to build and manage the railway line from Alice Springs to Darwin (the \"Project\"). This was the famous line that finally connected Adelaide to Darwin by rail.\n\n**Who it affects:**\n\n*   **The Corporation itself** – a body corporate that can own property, sign contracts, and sue or be sued.\n*   **The Northern Territory and South Australian governments** – they jointly control the Corporation through ministerial appointments and must agree on major decisions.\n*   **The \"successful consortium\"** – the private company or group chosen to actually construct and operate the railway under a \"Concession Deed\" (a long-term contract).\n*   **Contractors and businesses** – local businesses in SA and the NT who want to supply goods and services for the project.\n\n**Key things the Corporation does:**\n\n*   **Owns the land corridor** – it holds the lease over the land the railway sits on.\n*   **Runs the tender process** – it picks which private consortium gets the contract to build and run the line.\n*   **Handles government money** – it coordinates grants from the Commonwealth, NT and SA, and can borrow money (with ministerial approval).\n*   **Distributes profits** – any dividends get shared between the NT and SA.\n*   **Monitors compliance** – it makes sure the builder meets environmental, heritage and Aboriginal cultural heritage requirements.\n*   **Winds up eventually** – one of its functions is to eventually dissolve itself and distribute assets once the project is done.\n\n**Special features:**\n\n*   **Joint control** – Both NT and SA ministers must agree on big decisions like borrowing money, appointing the CEO, or stopping the Corporation from acting on a resolution.\n*   **Civil penalties** – The Act allows the Corporation to charge the private builder penalty fees for breaching contracts, and the builder can pass these penalties down to its subcontractors.\n*   **Spending cap** – The NT's financial commitment is capped at $165 million (plus some exceptions for land acquisition, administration, etc.), though additional commercial funding is also authorised.\n*   **No government guarantees** – Neither the NT nor SA can guarantee the Corporation's debts.\n\n**Why it matters:**\n\nThis Act was the legal engine behind one of Australia's biggest infrastructure projects. It created a unique \"bi-governmental\" corporate structure where two states/territories jointly owned and controlled a company to deliver a major public-private partnership. The Act carefully balances commercial flexibility (the Corporation has the powers of a natural person) with political accountability (ministers can give directions and block decisions)."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":true,"description":"This reprinted version has expanded beyond the minimal corporate-establishment purpose in several material ways. Later amendments added an explicit cap on the Territory’s cash commitment ($165 million) and a detailed list of permitted exceptions (s 28A); they also authorised a broad suite of additional commercial assistance powers (loans, subordinated debt, equity, underwriting, etc.) (s 28A(1A)). A civil-penalty regime was added, creating enforceable debt-like penalties payable by the successful consortium and permitting pass-through to contractors (ss 28B–28C). The application of Corporations Act accounting and reporting standards was clarified to apply in part (s 31). Intergovernmental dispute-resolution rules (arbitration) and other procedural refinements were also added. Together, these changes broaden the Act from simply establishing a project corporation to prescribing detailed funding, risk-allocation and enforcement mechanisms for the Project."},"complexity_factors":["34 substantive sections with multiple Parts and amendments (as reprinted)","9 defined terms shown in interpretation section (s 3) and numerous terms used throughout (eg, Concession Deed, corridor, Project, Railway)","Cross-references to several external Acts (Corporations Act 2001, Crown Proceedings Act 1993, Income Tax Assessment Act 1936, Stamp Duty Act 1978, Real Property Act 1886, Land Title Act 2000, Commercial Arbitration (National Uniform Legislation) Act 2011)","Conditional and joint decision-making requirements involving both the Territory Minister and the South Australian Minister (eg, s 5, s 13, s 18(3), s 19)","Nested timing and implementation constraints (eg, non-unanimous resolutions delayed 7 days and subject to ministerial instruction, s 13)","Mixed application of Corporations Act provisions (s 31) producing dual compliance regimes","Financial-complexity provisions: explicit public funding cap with enumerated exceptions (s 28A) plus separate commercial-assistance powers (s 28A(1A))","Civil-penalty regime that creates non-compensatory debts and permits contractual pass-through to contractors (ss 28B–28C)","Auditor appointment mechanism with dual consent and special reporting limits when Auditor-General is appointed (s 27)"],"plain_english_summary":"The Act creates the AustralAsia Railway Corporation to plan, secure the corridor, tender, nominate and oversee the consortium that will build and operate the Alice Springs–Darwin rail, with corporate powers to contract, take security, invest and distribute dividends. It binds Northern Territory and South Australian governments into joint governance, constrains public guarantees, caps explicit Territory funding at $165M while allowing further commercial assistance, and permits contractual civil‑penalty liabilities that can be passed to contractors — shifting commercial risk to private parties and concentrating fiscal and political exposure on governments."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"}},"importantCases":[],"_links":{"self":"/api/acts/australasia-railway-corporation-act-1996","history":"/api/acts/australasia-railway-corporation-act-1996/history","analysis":"/api/acts/australasia-railway-corporation-act-1996/analysis","conflicts":"/api/acts/australasia-railway-corporation-act-1996/conflicts","importantCases":"/api/acts/australasia-railway-corporation-act-1996/important-cases","documents":"/api/acts/australasia-railway-corporation-act-1996/documents"}}