{"id":"nsw:act-2001-032","name":"Corporations (Ancillary Provisions) Act 2001","slug":"corporations-ancillary-provisions-act-2001","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"32 of 2001","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":105141,"registerId":"nsw-act-2001-032-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"# Part 1 Preliminary\n\nPart 1 Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"#### 1 Name of Act\n\n1 Name of Act\n\n> This Act is the [Corporations (Ancillary Provisions) Act 2001](/view/html/inforce/current/act-2001-032).","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> This Act comes into operation immediately before the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth, as originally enacted, comes into operation.","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> > (1) In this Act:\n> > \n> > ASIC means the Australian Securities and Investments Commission.\n> > \n> > carried over provision:\n> > \n> > > (a) of the old corporations legislation means a provision of that legislation that:\n> > > \n> > > > (i) was in force immediately before the relevant time, and\n> > > \n> > > > (ii) corresponds to a provision of the new corporations legislation, and\n> > \n> > > (b) of the old ASIC legislation means a provision of that legislation that:\n> > > \n> > > > (i) was in force immediately before the relevant time, and\n> > > \n> > > > (ii) corresponds to a provision of the new ASIC legislation.\n> > \n> > co-operative scheme law has the meaning given by section 84 of the [Corporations (New South Wales) Act 1990](/view/html/inforce/current/act-1990-083).\n> > \n> > corresponds has a meaning affected by section 4.\n> > \n> > law of the State includes a statutory rule and any other instrument of a legislative character made under an Act.\n> > \n> > liability includes a duty or obligation.\n> > \n> > made includes issued, given or published.\n> > \n> > national scheme law of this jurisdiction has the same meaning as in the [Corporations (New South Wales) Act 1990](/view/html/inforce/current/act-1990-083).\n> > \n> > new ASIC Act means the [Australian Securities and Investments Commission Act 2001](http://www.legislation.gov.au/) of the Commonwealth.\n> > \n> > new ASIC legislation means:\n> > \n> > > (a) the new ASIC Act, and\n> > \n> > > (b) the new ASIC Regulations (as amended and in force from time to time) and any other regulations made under the new ASIC Act, and\n> > \n> > > (c) the laws of the Commonwealth referred to in paragraph (a) (ii) and (in relation to the State) paragraph (b) (iii) of the definition of old ASIC legislation in section 254 (1) of the new ASIC Act, being those laws as they apply after the relevant time, and\n> > \n> > > (d) the preserved instruments.\n> > \n> > new ASIC Regulations means the old ASIC Regulations that, because of section 264 of the new ASIC Act, have effect as if they were made under section 251 of that Act.\n> > \n> > new Corporations Act means the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth.\n> > \n> > new corporations legislation means:\n> > \n> > > (a) the new Corporations Act, and\n> > \n> > > (b) the new Corporations Regulations (as amended and in force from time to time) and any other regulations made under the new Corporations Act, and\n> > \n> > > (c) the laws of the Commonwealth referred to (in relation to the State) in paragraph (c) of the definition of old corporations legislation in section 1371 (1) of the new Corporations Act, being those laws as they apply after the relevant time, and\n> > \n> > > (d) the preserved instruments.\n> > \n> > new Corporations Regulations means the old Corporations Regulations that, because of section 1380 of the new Corporations Act, have effect as if they were made under section 1364 of that Act.\n> > \n> > old application Act means the [Corporations (New South Wales) Act 1990](/view/html/inforce/current/act-1990-083) as in force from time to time before the relevant time.\n> > \n> > old ASIC Act means the [Australian Securities and Investments Commission Act 1989](http://www.legislation.gov.au/) of the Commonwealth as in force from time to time before the relevant time.\n> > \n> > old ASIC Law means the ASIC Law of New South Wales (within the meaning of the old application Act) as in force from time to time before the relevant time.\n> > \n> > old ASIC legislation means:\n> > \n> > > (a) the old ASIC Law and the old ASIC Regulations, and any instruments made under that Law or those Regulations, and\n> > \n> > > (b) the old application Act, and any instruments made under that Act, as applying in relation to the old ASIC Law and the old ASIC Regulations from time to time before the relevant time, and\n> > \n> > > (c) the laws of the Commonwealth as applying in relation to the old ASIC Law and the old ASIC Regulations from time to time before the relevant time as laws of, or for the government of, the State because of Part 8 of the old application Act, and any instruments made under those laws as so applying.\n> > \n> > old ASIC Regulations means the ASIC Regulations of New South Wales (within the meaning of the old application Act) as in force from time to time before the relevant time.\n> > \n> > old Corporations Law means the Corporations Law of New South Wales, within the meaning of the old application Act, as in force from time to time before the relevant time.\n> > \n> > old corporations legislation means:\n> > \n> > > (a) the old Corporations Law and the old Corporations Regulations, and any instruments made under that Law or those Regulations, and\n> > \n> > > (b) the old application Act, and any instruments made under that Act, as applying in relation to the old Corporations Law and the old Corporations Regulations from time to time before the relevant time, and\n> > \n> > > (c) the laws of the Commonwealth as applying in relation to the old Corporations Law and the old Corporations Regulations from time to time before the relevant time as laws of, or for the government of, the State because of Part 8 of the old application Act, and any instruments made under those laws as so applying.\n> > \n> > old Corporations Regulations means the Corporations Regulations of New South Wales, within the meaning of the old application Act, as in force from time to time before the relevant time.\n> > \n> > order, in relation to a court, includes any judgment, conviction or sentence of the court.\n> > \n> > preserved instrument means:\n> > \n> > > (a) in relation to the new corporations legislation, an instrument that, because of section 1399 of the new Corporations Act, has effect after the relevant time as if it were made under a provision of the new corporations legislation, and\n> > \n> > > (b) in relation to the new ASIC legislation, an instrument that, because of section 275 of the new ASIC Act, has effect after the relevant time as if it were made under a provision of the new ASIC legislation.\n> > \n> > previous State corporations law means:\n> > \n> > > (a) the [Companies Act 1961](/view/pdf/asmade/act-1961-71), or\n> > \n> > > (b) the [Companies (Transfer of Domicile) Act 1968](/view/html/repealed/current/act-1968-015), or\n> > \n> > > (c) the [Marketable Securities Act 1970](/view/html/inforce/current/act-1970-072), or\n> > \n> > > (d) the [Securities Industry Act 1975](/view/pdf/asmade/act-1976-3), or\n> > \n> > > (e) a co-operative scheme law, or\n> > \n> > > (f) any other Act, or provision of an Act, specified by the regulations under subsection (2).\n> > \n> > provision of a law includes any portion of the law.\n> > \n> > referring State has the meaning given by section 4 of the new Corporations Act.\n> > \n> > relevant time means the time when the new Corporations Act, as originally enacted, comes into operation.\n> > \n> > right includes an interest or status.\n> > \n> > State includes the Northern Territory.\n> > \n> > Territory means the Australian Capital Territory or the Jervis Bay Territory.\n> \n> > (2) The regulations may provide that a specified Act, or a specified provision of an Act, is a previous State corporations law for the purposes of this Act.\n> \n> > (3) Notes included in this Act do not form part of this Act.","sortOrder":3},{"sectionNumber":"4","sectionType":"section","heading":"Corresponding provision","content":"#### 4 Corresponding provision\n\n4 Corresponding provision\n\n> > (1) For the purposes of this Act, a provision (the old provision) of the old corporations legislation or the old ASIC legislation corresponds to a provision (the new provision) of the new corporations legislation or the new ASIC legislation (and vice versa) if:\n> > \n> > > (a) the old provision and the new provision are substantially the same, unless the regulations specify that the 2 provisions do not correspond, or\n> > \n> > > (b) the regulations specify that the 2 provisions correspond.\n> \n> > (2) For the purposes of this Act, a provision (the old provision) of a previous State corporations law corresponds to a provision (the new provision) of a national scheme law of this jurisdiction (and vice versa) if:\n> > \n> > > (a) the old provision and the new provision are substantially the same, unless the regulations specify that the 2 provisions do not correspond, or\n> > \n> > > (b) the regulations specify that the 2 provisions correspond.\n> \n> > (3) For the purposes of subsection (1) (a) or (2) (a), differences of all or any of the following kinds are not sufficient to mean that 2 provisions are not substantially the same:\n> > \n> > > (a) differences in the numbering of the provisions,\n> > \n> > > (b) differences of a minor technical nature (for example, differences in punctuation, or differences that are attributable to the correction of incorrect cross references),\n> > \n> > > (c) the fact that one of the provisions refers to a corresponding previous law and the other does not,\n> > \n> > > (d) for the purposes of subsection (1) (a), the fact that:\n> > > \n> > > > (i) the old provision allowed a court to exercise powers on its own motion but the new provision does not, or\n> > > \n> > > > (ii) the old provision required a court to apply a criterion of public interest but the new provision requires a court to apply a criterion of justice and equity, or\n> > > \n> > > > (iii) the new provision requires ASIC to take account of public interest but the old provision did not,\n> > \n> > > (e) for the purposes of subsection (1) (a), other differences that are attributable to the fact that the new corporations legislation and the new ASIC legislation apply as Commonwealth laws in this and other States and in the internal Territories,\n> > \n> > > (f) other differences of a kind prescribed by the regulations for the purposes of this paragraph.\n> \n> > (4) Subsection (3) is not intended to otherwise limit the circumstances in which 2 provisions are, for the purposes of subsection (1) (a) or (2) (a), substantially the same.\n> \n> > (5) The regulations may provide that:\n> > \n> > > (a) a specified provision of the old corporations legislation does, or does not, correspond to a specified provision of the new corporations legislation,\n> > \n> > > (b) a specified provision of the old ASIC legislation does, or does not, correspond to a specified provision of the new ASIC legislation,\n> > \n> > > (c) a specified provision of a previous State corporations law does, or does not, correspond to a specified provision of a national scheme law of this jurisdiction.","sortOrder":4},{"sectionNumber":"5","sectionType":"section","heading":"Operation of Act","content":"#### 5 Operation of Act\n\n5 Operation of Act\n\n> This Act has effect despite any provision of the old application Act or of the applicable provisions (as defined in that Act) of the State.","sortOrder":5},{"sectionNumber":"Part 2","sectionType":"part","heading":"Transitional provisions","content":"# Part 2 Transitional provisions\n\nPart 2 Transitional provisions","sortOrder":6},{"sectionNumber":"6","sectionType":"section","heading":"National scheme laws","content":"#### 6 National scheme laws\n\n6 National scheme laws\n\n> > (1) The national scheme laws of this jurisdiction operate of their own force only in relation to:\n> > \n> > > (a) matters arising before the relevant time, and\n> > \n> > > (b) matters arising, directly or indirectly, out of such matters,\n> > \n> > in so far as those matters are not dealt with by the new corporations legislation, the new ASIC legislation or the co-operative scheme laws.\n> \n> > (2) Except as provided by subsection (1) and section 9, the national scheme laws of this jurisdiction have no operation of their own force at and after the relevant time.","sortOrder":7},{"sectionNumber":"7","sectionType":"section","heading":"Effect of section 6","content":"#### 7 Effect of section 6\n\n7 Effect of section 6\n\n> > (1) To the extent that a national scheme law of this jurisdiction ceases to operate of its own force because of section 6, the effect is that which would have resulted had this Act and that law been Commonwealth Acts in relation to which the [Acts Interpretation Act 1901](http://www.legislation.gov.au/) of the Commonwealth as in force on 1 November 2000 applied.\n> > \n> > Note—\n> > \n> > Part III of the [Acts Interpretation Act 1901](http://www.legislation.gov.au/) of the Commonwealth contains provisions dealing with the effect of repeal of an Act. These provisions protect accrued rights and liabilities and allow legal proceedings in respect of them to be commenced or continued. However, this section and section 9 have the effect of cancelling certain rights and liabilities and terminating certain legal proceedings.\n> \n> > (2) Despite subsection (1), if by force of Chapter 10 of the new Corporations Act or Part 16 of the new ASIC Act a person acquires, accrues or incurs a right or liability in substitution for a pre-commencement right or liability, the pre-commencement right or liability is cancelled at the relevant time and ceases at that time to be a right or liability under a law of the State.\n> \n> > (3) Despite subsection (1), a proceeding in a court that:\n> > \n> > > (a) was started before the relevant time, and\n> > \n> > > (b) was:\n> > > \n> > > > (i) under a provision of the old corporations legislation or the old ASIC legislation, or\n> > > \n> > > > (ii) brought as, or connected with, a prosecution for an offence against a provision of the old corporations legislation or the old ASIC legislation, and\n> > \n> > > (c) was a proceeding to which section 1383 of the new Corporations Act or section 267 of the new ASIC Act applies at the relevant time, and\n> > \n> > > (d) had not been concluded or terminated before the relevant time,\n> > \n> > is terminated at the relevant time by force of this subsection.\n> \n> > (4) Despite subsection (1), if by force of a Commonwealth Act (other than the new Corporations Act) referred to in sections 1393 to 1396 of the new Corporations Act a person becomes liable to pay an amount that is the same, and is in respect of the same matter, as an amount (the pre-commencement amount) that was payable by the person before the relevant time under a provision of the old corporations legislation, the person’s liability to pay the pre-commencement amount is cancelled at the relevant time and ceases at that time to be a liability under a law of the State.\n> \n> > (5) In subsection (2), pre-commencement right or liability means a right or liability, whether civil or criminal, other than a right or liability under an order made by a court before the relevant time or a liability referred to in section 1397 (4) of the new Corporations Act, that:\n> > \n> > > (a) was acquired, accrued or incurred under:\n> > > \n> > > > (i) a carried over provision of the old corporations legislation or the old ASIC legislation, or\n> > > \n> > > > (ii) a provision of the old corporations legislation or the old ASIC legislation that was no longer in force immediately before the relevant time, and\n> > \n> > > (b) was in existence immediately before the relevant time.\n> \n> > (6) Nothing in this Act revives the co-operative scheme laws or otherwise affects the superseding of those laws by the national scheme laws of this jurisdiction as provided by Division 2 of Part 13 of the old application Act and any regulations made under section 80 of that Act for the purposes of that Division.","sortOrder":8},{"sectionNumber":"8","sectionType":"section","heading":"Certain provisions of State law taken to operate despite national scheme law","content":"#### 8 Certain provisions of State law taken to operate despite national scheme law\n\n8 Certain provisions of State law taken to operate despite national scheme law\n\n> > (1) Any provision of a relevant law of the State that:\n> > \n> > > (a) makes (or, if not in force, would make on coming into force) provision in relation to a matter in a manner that is inconsistent with a provision or provisions of a national scheme law of this jurisdiction, or\n> > \n> > > (b) but for the operation of section 5 of the old application Act would have made (or, if not in force, would have made on coming into force) provision in relation to a matter in a manner that is inconsistent with a provision or provisions of a national scheme law of this jurisdiction,\n> > \n> > is declared by this subsection to have effect despite the provision or provisions of the national scheme law of this jurisdiction with which it is inconsistent and as if the relevant law, or (in the case of a relevant law that is not an Act) the Act under which the relevant law was made, had itself provided expressly for this outcome.\n> > \n> > Note—\n> > \n> > Section 5G of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth applies to a provision of a State law that is inconsistent with a provision of the Corporations legislation to which Part 1.1A of that Act applies if that provision operated, immediately before the commencement of that Act, despite the provision of the old Corporations Law or the old ASIC Law that corresponds to the Commonwealth provision.\n> \n> > (2) Any provision of a relevant law of the State that provides that the whole of a previous State corporations law or a specified provision of a previous State corporations law does not apply to a matter is declared by this subsection to also provide that the whole of the old Corporations Law and the old ASIC Law or the corresponding provision (if any) of the old Corporations Law or the old ASIC Law (as the case requires) does not apply to that matter.\n> > \n> > Note—\n> > \n> > Under section 5F (4) of the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth if the old Corporations Law or the old ASIC Law, or a provision of that Law, did not apply to a matter immediately before the commencement of that Act, then the Corporations legislation to which Part 1.1A of that Act applies, or the corresponding provision of that legislation, does not apply to the matter.\n> \n> > (3) Subsection (1) or (2) does not apply to a provision of a relevant law of the State (or a class of provision of relevant laws of the State) specified by the regulations as a provision (or class of provision) to which the subsection does not apply.\n> \n> > (4) For the purposes of subsection (1), a provision of a relevant law of the State is inconsistent with a provision of a national scheme law of this jurisdiction if it would be inconsistent within the meaning of section 109 of the Constitution of the Commonwealth of Australia if the national scheme law were an Act of the Commonwealth.\n> \n> > (5) Nothing in this section affects the operation of section 6 of the old application Act in relation to an Act enacted before the commencement of that section or an instrument made under such an Act.\n> \n> > (6) In this section:\n> > \n> > matter includes act, omission, body, person or thing.\n> > \n> > relevant law of the State means a law of the State enacted or made before the relevant time (whether or not it is in force before that time) other than a national scheme law of this jurisdiction or a previous State corporations law.","sortOrder":9},{"sectionNumber":"9","sectionType":"section","heading":"Court proceedings and orders","content":"#### 9 Court proceedings and orders\n\n9 Court proceedings and orders\n\n> > (1) This section applies to a proceeding, whether criminal or civil, in relation to which the following paragraphs are satisfied:\n> > \n> > > (a) the proceeding was started in a court before the relevant time, and\n> > \n> > > (b) the proceeding was:\n> > > \n> > > > (i) under a provision of the old corporations legislation or the old ASIC legislation, or\n> > > \n> > > > (ii) brought as, or connected with, a prosecution for an offence against a provision of the old corporations legislation or the old ASIC legislation, and\n> > \n> > > (c) the proceeding was not a proceeding to which section 1383 or 1384 of the new Corporations Act or section 267 or 268 of the new ASIC Act applies, and\n> > \n> > > (d) the proceeding had not been concluded or terminated before the relevant time.\n> \n> > (2) Without limiting section 7 (1) but subject to subsection (3), a proceeding to which this section applies may be continued, and any order made by a court in such a proceeding may be appealed against, reviewed or enforced as if section 6 had not been enacted.\n> \n> > (3) Nothing in this Part, or in the [Acts Interpretation Act 1901](http://www.legislation.gov.au/) of the Commonwealth as applying by force of section 7 (1), operates to preserve the effect of an order to which section 1383 (5) of the new Corporations Act or section 267 (5) of the new ASIC Act applies and, at the relevant time, that order ceases to have effect as an order of the court by which it was made and any proceeding in relation to such an order is terminated by force of this subsection.\n> \n> > (4) For the avoidance of doubt, Part 9 of the old application Act continues to have the same application to a proceeding to which this section applies as it did before the relevant time.\n> \n> > (5) In this section, proceeding includes:\n> > \n> > > (a) a proceeding by way of appeal against, or otherwise seeking review of, an order made by a court, and\n> > \n> > > (b) a proceeding to enforce an order made by a court, and\n> > \n> > > (c) any other proceeding in respect of a breach of an order made by a court.","sortOrder":10},{"sectionNumber":"10","sectionType":"section","heading":"Existing rules of court continue to have effect","content":"#### 10 Existing rules of court continue to have effect\n\n10 Existing rules of court continue to have effect\n\n> The rules of court made under section 51 of the old application Act and all other enabling powers, as in force immediately before the relevant time, continue to have effect (and may be dealt with) at and after the relevant time as if:\n> \n> > (a) they were rules of court in force under section 23, and\n> \n> > (b) they were made for the purposes of the provisions of the Corporations legislation (within the meaning of section 23) that correspond to the provisions of the old Corporations Law for which they were made.","sortOrder":11},{"sectionNumber":"11","sectionType":"section","heading":"References to old/new corporations legislation or old/new ASIC legislation","content":"#### 11 References to old/new corporations legislation or old/new ASIC legislation\n\n11 References to old/new corporations legislation or old/new ASIC legislation\n\n> > (1) Subject to subsections (2) and (3), a reference in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the State by force of an Act to:\n> > \n> > > (a) a Law, Regulations or instrument of a kind specified in column 1 of the Table in Schedule 1 is taken, at and after the relevant time, to include a reference to the Act, Regulations or instrument of the kind specified opposite it in column 2 of that Table, or\n> > \n> > > (b) a provision or group of provisions of a Law, Regulations or instrument of a kind specified in column 1 of the Table in Schedule 1 is taken, at and after the relevant time, to include a reference to the corresponding provision or provisions (if any) of the Act, Regulations or instrument of the kind specified opposite it in column 2 of that Table.\n> \n> > (2) The regulations may do either or both of the following:\n> > \n> > > (a) provide that subsection (1) does not apply in relation to prescribed references, or references of a prescribed kind:\n> > > \n> > > > (i) in prescribed Acts or instruments made under Acts, or\n> > > \n> > > > (ii) in prescribed laws applying as laws of the State by force of an Act, or\n> > > \n> > > > (iii) in Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind,\n> > \n> > > (b) provide that subsection (1) applies in relation to prescribed references, or references of a prescribed kind:\n> > > \n> > > > (i) in prescribed Acts or instruments made under Acts, or\n> > > \n> > > > (ii) in prescribed laws applying as laws of the State by force of an Act, or\n> > > \n> > > > (iii) in Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind,\n> > > \n> > > as if, in that subsection, the words “to be a reference” were substituted for the words “to include a reference”.\n> \n> > (3) Subsection (1) does not apply in relation to references in, or taken immediately before the relevant time to be in:\n> > \n> > > (a) the old application Act or the applicable provisions (as defined in that Act) of the State, or\n> > \n> > > (b) a previous State corporations law or an instrument made under such a law, or\n> > \n> > > (c) this Act or any regulations made under this Act, or\n> > \n> > > (d) the [Corporations (Consequential Amendments) Act 2001](/view/html/repealed/current/act-2001-034), or\n> > \n> > > (e) the [Interpretation Act 1987](/view/html/inforce/current/act-1987-015), or\n> > \n> > > (f) any other Act, or any provision of an Act, or any kind of Act or provision of an Act, specified by the regulations, or\n> > \n> > > (g) an instrument made under an Act, or any provision of an instrument made under an Act, or any kind of instrument made under an Act or provision of such an instrument, specified by the regulations, or\n> > \n> > > (h) a law applying as a law of the State by force of an Act, or any provision of a law applying as a law of the State by force of an Act, or any kind of law applying as a law of the State by force of an Act or provision of such a law, specified by the regulations.\n> \n> > (4) For the purposes of this Act, the regulations may provide that a reference of a specified kind in, or taken immediately before the relevant time to be in, a specified Act or instrument made under an Act or a specified law applying as a law of the State by force of an Act is to be taken to be a reference of the kind specified in relation to the reference in the regulations.\n> \n> > (5) An express reference in an Act, an instrument made under an Act or a law applying as a law of the State by force of an Act to:\n> > \n> > > (a) an Act, regulations or other instrument forming part of the new corporations legislation or the new ASIC legislation, or\n> > \n> > > (b) a provision or group of provisions of such an Act, regulations or other instrument,\n> > \n> > is taken, in relation to events, circumstances or things that happened or arose at a time before the relevant time, to include (unless the contrary intention appears or the context of the reference otherwise requires) a reference to the corresponding provision or provisions of the old corporations legislation, or the old ASIC legislation, as the case requires, of this jurisdiction and of each other jurisdiction referred to in sections 12 (2) and (3) and 64 (2) and (3) of the old application Act.\n> \n> > (6) The regulations may do either or both of the following:\n> > \n> > > (a) provide that subsection (5) does not apply in relation to prescribed references, or references of a prescribed kind:\n> > > \n> > > > (i) in prescribed Acts or instruments made under Acts, or\n> > > \n> > > > (ii) in prescribed laws applying as laws of the State by force of an Act, or\n> > > \n> > > > (iii) in Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind,\n> > \n> > > (b) provide that subsection (5) applies in relation to prescribed references, or references of a prescribed kind:\n> > > \n> > > > (i) in prescribed Acts or instruments made under Acts, or\n> > > \n> > > > (ii) in prescribed laws applying as laws of the State by force of an Act, or\n> > > \n> > > > (iii) in Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind,\n> > > \n> > > as if, in that subsection, the words “of a jurisdiction specified by the regulations” were substituted for the words “of this jurisdiction and of each other jurisdiction referred to in sections 12 (2) and (3) and 64 (2) and (3) of the old application Act”.\n> \n> Note—\n> \n> See section 11A for certain exceptions to subsections (1) and (5). The exceptions were previously set out in the [Corporations (Ancillary Provisions) Regulation 2001](/view/html/repealed/current/sl-2001-0449), which has been repealed.\n> \n> **s 11:** Am 2011 No 62, Sch 4.4 \\[1\\].","sortOrder":12},{"sectionNumber":"11A","sectionType":"section","heading":"Transferred provision—Corporations (Ancillary Provisions) Regulation 2001","content":"#### 11A Transferred provision—Corporations (Ancillary Provisions) Regulation 2001\n\n11A Transferred provision—[Corporations (Ancillary Provisions) Regulation 2001](/view/html/repealed/current/sl-2001-0449)\n\n> > (1) In this section:\n> > \n> > new reference means a reference to:\n> > \n> > > (a) the new corporations legislation, or\n> > \n> > > (b) the new ASIC legislation, or\n> > \n> > > (c) a provision or group of provisions of that legislation.\n> > \n> > old reference means a reference to a national scheme law of this jurisdiction.\n> \n> > (2) Section 11 (1) and (5) does not apply in relation to any old reference in, or taken immediately before the relevant time to be in, the following Acts and instruments (or provisions of Acts and instruments):\n> > \n> > > (a) the [Conveyancing Act 1919](/view/html/inforce/current/act-1919-006),\n> > \n> > > (b) the [Co-operative Housing and Starr-Bowkett Societies Act 1998](/view/html/inforce/current/act-1998-011) and the regulations made under that Act,\n> > \n> > > (c) the [Co-operatives Act 1992](/view/html/repealed/current/act-1992-018) and the regulations made under that Act,\n> > \n> > > (d) the [Duties Act 1997](/view/html/inforce/current/act-1997-123),\n> > \n> > > (e) the [Gas Industry Restructuring Act 1986](/view/html/inforce/current/act-1986-213),\n> > \n> > > (f) the [National Rail Corporation (Agreement) Act 1991](/view/html/inforce/current/act-1991-082),\n> > \n> > > (g) the [National Trust of Australia (New South Wales) Act 1990](/view/html/inforce/current/act-1990-092),\n> > \n> > > (h) the [Supreme Court Act 1970](/view/html/inforce/current/act-1970-052),\n> > \n> > > (i) the [Totalizator Act 1997](/view/html/inforce/current/act-1997-045), the [Totalizator Agency Board Privatisation Act 1997](/view/html/inforce/current/act-1997-043), and the regulations made under those Acts.\n> \n> > (3) Section 11 (5) does not apply to a new reference in a provision of an Act, instrument or law if, immediately before the relevant time, the provision did not expressly refer (or was not taken to be or include) a reference to a corresponding provision of the national scheme law of this jurisdiction.\n> > \n> > Note—\n> > \n> > Immediately before the relevant time, certain references to the [Companies Act 1961](/view/pdf/asmade/act-1961-71) and other corporation laws in force in the State before the co-operative scheme laws did not include references to the national scheme law. Some of these references were replaced in the [Corporations (Consequential Amendments) Act 2001](/view/html/repealed/current/act-2001-034) by references to the new corporations legislation and the new ASIC legislation.\n> \n> > (4) Unless the contrary intention appears or the context of the reference requires otherwise, any new reference in a provision to which subsection (3) applies is taken to include a reference to a previous State corporations law (or provision of such a law) to which it referred immediately before the relevant time in relation to events, circumstances or things that happened or arose before the relevant time.\n> \n> > (5) This section re-enacts (with minor modifications) clause 4 of the [Corporations (Ancillary Provisions) Regulation 2001](/view/html/repealed/current/sl-2001-0449) and is a transferred provision to which section 30A of the [Interpretation Act 1987](/view/html/inforce/current/act-1987-015) applies.\n> \n> **s 11A:** Ins 2011 No 62, Sch 4.4 \\[2\\] (transferred from the Corporations (Ancillary Provisions) Regulation 2001, cl 4). Am 2011 No 62, Sch 4.4 \\[2\\]–\\[6\\].","sortOrder":13},{"sectionNumber":"12","sectionType":"section","heading":"References to companies incorporated in a State or Territory","content":"#### 12 References to companies incorporated in a State or Territory\n\n12 References to companies incorporated in a State or Territory\n\n> > (1) Unless the contrary intention appears and subject to subsections (2) and (4), a reference (however expressed) in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the State by force of an Act to:\n> > \n> > > (a) a company (within the meaning of the Corporations Law of New South Wales or of another State or a Territory) incorporated in New South Wales or that other State or that Territory, or\n> > \n> > > (b) a company that is incorporated under the Corporations Law of New South Wales or of another State or a Territory, or\n> > \n> > > (c) a company that is registered or taken to be registered under the Corporations Law of New South Wales or of another State or a Territory, or\n> > \n> > > (d) a body that is taken to be registered as a company under the Corporations Law of New South Wales or of another State or a Territory,\n> > \n> > is taken, after the relevant time, to be a reference to a company that, under section 119A or 1378 (4) of the new Corporations Act, is taken to be registered in New South Wales or that other State or that Territory, as the case requires.\n> \n> > (2) Unless the contrary intention appears and subject to subsection (4), a reference (however expressed) in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the State by force of an Act to a foreign company (within the meaning of the Corporations Law of New South Wales or of another State or a Territory) is taken, after the relevant time, to be a reference to a foreign company within the meaning of the new Corporations Act.\n> \n> > (3) Unless the contrary intention appears and subject to subsection (4), a reference (however expressed) in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the State by force of an Act to the jurisdiction of incorporation of a corporation, being a company registered or taken to be registered under the Corporations Law of New South Wales or of another State or a Territory, is taken, after the relevant time, to be a reference to the State or Territory in which the corporation is taken to be registered under section 119A or 1378 (4) of the new Corporations Act.\n> \n> > (4) The regulations may do either or both of the following:\n> > \n> > > (a) provide that subsection (1), (2) or (3) does not apply in relation to prescribed references, or references of a prescribed kind:\n> > > \n> > > > (i) in prescribed Acts or instruments made under Acts, or\n> > > \n> > > > (ii) in prescribed laws applying as laws of the State by force of an Act, or\n> > > \n> > > > (iii) in Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind,\n> > \n> > > (b) provide that subsection (1), (2) or (3) applies in relation to prescribed references, or references of a prescribed kind,\n> > > \n> > > > (i) in prescribed Acts or instruments made under Acts, or\n> > > \n> > > > (ii) in prescribed laws applying as laws of the State by force of an Act, or\n> > > \n> > > > (iii) in Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind,\n> > > \n> > > as if, in that subsection, the words “to include a reference” were substituted for the words “to be a reference”.","sortOrder":14},{"sectionNumber":"Part 3","sectionType":"part","heading":"Application of Commonwealth Corporations legislation to State matters","content":"# Part 3 Application of Commonwealth Corporations legislation to State matters\n\nPart 3 Application of Commonwealth Corporations legislation to State matters","sortOrder":15},{"sectionNumber":"13","sectionType":"section","heading":"Definitions","content":"#### 13 Definitions\n\n13 Definitions\n\n> In this Part:\n> \n> applied law means a provision or provisions of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, that this Part applies to a matter as if the provision or provisions were a law or laws of the State.\n> \n> confer includes impose.\n> \n> Corporations legislation means the Corporations legislation to which Part 1.1A of the new Corporations Act applies.\n> \n> declaratory provision means a provision of a law of the State to which this Part applies by operation of section 14.\n> \n> function includes a power.\n> \n> matter includes act, omission, body, person or thing.\n> \n> modification includes addition, exception, omission or substitution.\n> \n> perform includes exercise.","sortOrder":16},{"sectionNumber":"14","sectionType":"section","heading":"State provisions to which this Part applies","content":"#### 14 State provisions to which this Part applies\n\n14 State provisions to which this Part applies\n\n> > (1) This Part applies to a provision of a law of the State if the provision declares a matter to be an applied Corporations legislation matter for the purposes of this Part in relation to any of the following (whether with or without modifications):\n> > \n> > > (a) the whole of the Corporations legislation,\n> > \n> > > (b) a specified Act, regulations or other instrument forming part of the Corporations legislation,\n> > \n> > > (c) a specified provision or provisions of the Corporations legislation or of an Act, regulations or other instrument forming part of the Corporations legislation.\n> \n> > (2) Subsection (1) does not apply to a provision of a law of the State to the extent that it declares a matter to be an applied Corporations legislation matter for the purposes of this Part in relation to a provision or provisions of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, that already applies to the matter as a law of the Commonwealth.","sortOrder":17},{"sectionNumber":"15","sectionType":"section","heading":"Effect of declaratory provisions","content":"#### 15 Effect of declaratory provisions\n\n15 Effect of declaratory provisions\n\n> > (1) Subject to this Part, a declaratory provision has effect in relation to a matter as follows:\n> > \n> > > (a) if the declaratory provision is one to which section 14 (1) (a) applies, the whole of the Corporations legislation applies to the matter as if it were a law of the State, and\n> > \n> > > (b) if the declaratory provision is one to which section 14 (1) (b) applies, the Act, regulations or other instrument specified by the declaratory provision applies or apply to the matter as if it or they were a law or laws of the State, and\n> > \n> > > (c) if the declaratory provision is one to which section 14 (1) (c) applies, the provision or provisions specified by the declaratory provision applies or apply in relation to the matter as if it or they were a law or laws of the State.\n> \n> > (2) A provision applied to a matter by a declaratory provision, or taken by force of section 19 (1) to apply to the matter, is applied as in force for the time being unless the declaratory provision applies it as in force at a particular time specified by the declaratory provision.","sortOrder":18},{"sectionNumber":"16","sectionType":"section","heading":"Modifications to applied law","content":"#### 16 Modifications to applied law\n\n16 Modifications to applied law\n\n> > (1) This Part operates to apply a provision of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, as a law of the State subject to the following modifications:\n> > \n> > > (a) such modifications as may be specified by or under the law containing the declaratory provision,\n> > \n> > > (b) a reference to ASIC is (unless a function under an applied law is conferred on ASIC as referred to in section 17) taken to be a reference to:\n> > > \n> > > > (i) the Minister administering the declaratory provision or such other person (or person belonging to a class of person) as may be specified by the regulations (whether generally or in relation to a particular applied law), or\n> > > \n> > > > (ii) such other person as may be specified by or under the declaratory provision,\n> > \n> > > (c) a reference to the Gazette is a reference to the Government Gazette,\n> > \n> > > (d) a reference to the Minister is a reference to the Minister administering the declaratory provision,\n> > \n> > > (e) a reference to this jurisdiction is a reference to New South Wales,\n> > \n> > > (f) such other modifications as are necessary or that are prescribed by regulations made under this Act, whether generally or in relation to a particular applied law.\n> \n> > (2) Any power to make regulations under an Act containing a declaratory provision extends to the making of regulations specifying modifications for the purposes of this Part.\n> \n> > (3) Except as provided by subsection (1), definitions and other interpretation provisions of the Corporations legislation, or of the Act, regulations or other instrument forming part of the Corporations legislation, relevant to the applied law are taken also to apply to the matter that is the subject of the declaratory provision.\n> \n> > (4) This section has effect subject to sections 17 to 20.","sortOrder":19},{"sectionNumber":"17","sectionType":"section","heading":"Conferral of functions on ASIC","content":"#### 17 Conferral of functions on ASIC\n\n17 Conferral of functions on ASIC\n\n> > (1) Neither a declaratory provision nor an applied law operates to confer a function on ASIC in relation to the applied law unless:\n> > \n> > > (a) the declaratory provision provides for ASIC to perform that function pursuant to an agreement or arrangement of the kind referred to in section 11 (8) or (9A) (b) of the new ASIC Act, and\n> > \n> > > (b) ASIC is authorised to perform that function under section 11 of the new ASIC Act.\n> \n> > (2) If a declaratory provision operates to confer a function on ASIC in relation to an applied law, the conferral of that function is taken not to impose a duty to perform that function despite anything to the contrary in the applied law.","sortOrder":20},{"sectionNumber":"18","sectionType":"section","heading":"Conferral of functions or duties on State courts","content":"#### 18 Conferral of functions or duties on State courts\n\n18 Conferral of functions or duties on State courts\n\n> An applied law that confers a function or duty on a court or on the Court is taken to confer that function or duty (along with the jurisdiction to perform that function or duty) on the Supreme Court or such other court of the State as may be specified by or under the declaratory provision.","sortOrder":21},{"sectionNumber":"19","sectionType":"section","heading":"Implied application of regulations and other provisions of Corporations legislation","content":"#### 19 Implied application of regulations and other provisions of Corporations legislation\n\n19 Implied application of regulations and other provisions of Corporations legislation\n\n> > (1) Unless a declaratory provision provides otherwise, the following provisions of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, are also taken to apply to a matter that is the subject of a declaratory provision as if they were laws of the State:\n> > \n> > > (a) the provisions of any regulations made under the applied law,\n> > \n> > > (b) any provision of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, that creates an offence in relation to a contravention of the applied law or specifies the penalty for an offence created by a provision of the applied law,\n> > \n> > > (c) the provisions of Part 9.4B (Civil consequences of contravening civil penalty provisions) of the new Corporations Act for the purposes of any provision of the applied law that is a civil penalty provision within the meaning of that Part.\n> \n> > (2) The regulations may prescribe modifications (whether generally or in relation to a particular applied law) of any of the provisions that are also taken to apply to a matter by force of subsection (1) for the purposes of that application.","sortOrder":22},{"sectionNumber":"20","sectionType":"section","heading":"Proceedings for offences","content":"#### 20 Proceedings for offences\n\n20 Proceedings for offences\n\n> > (1) Proceedings for an offence against an applied law may be dealt with as an offence against a law of the State.\n> \n> > (2) For the purposes of an offence against an applied law:\n> > \n> > > (a) the amount of a penalty unit specified in relation to that offence by the applied law, or a provision taken by force of section 19 (1) to apply to the matter that is the subject of the declaratory provision, is $100, and\n> > \n> > > (b) the laws of the State apply in relation to that offence as if the applied law, or a provision taken by force of section 19 (1) to apply to the matter that is the subject of the declaratory provision, were a law or laws of the State.\n> \n> > (3) Without limiting subsection (2) (b), the laws of the State referred to in that subsection as applying in relation to an offence include laws with respect to:\n> > \n> > > (a) the investigation and prosecution of offences, and\n> > \n> > > (b) the arrest, custody, bail, trial, finding of guilt and conviction of persons charged with offences, and\n> > \n> > > (c) proceedings relating to a matter referred to in paragraph (a) or (b), and\n> > \n> > > (d) the classification of offences as indictable or summary, and\n> > \n> > > (e) appeals and reviews relating to criminal proceedings and to proceedings of the kind referred to in paragraph (c), and\n> > \n> > > (f) the sentencing, punishment and release of persons found guilty or convicted of offences, and\n> > \n> > > (g) fines, penalties and forfeitures, and\n> > \n> > > (h) confiscation of the proceeds of crime.\n> \n> > (4) Proceedings for an offence against an applied law may be dealt with summarily:\n> > \n> > > (a) before the Local Court, or\n> > \n> > > (b) before the Supreme Court in its summary jurisdiction.\n> \n> > (5) If proceedings for an offence against an applied law are brought in the Local Court, the maximum penalty that the court may impose in respect of the offence is, despite any other provision of the applied law, $10,000 or the maximum penalty provided by the applied law, whichever is the lesser.\n> \n> > (6) This section does not prevent an offence against an applied law that is expressed to be an indictable offence from being dealt with on indictment.\n> \n> **s 20:** Am 2007 No 94, Schs 4, 5.","sortOrder":23},{"sectionNumber":"21","sectionType":"section","heading":"Application of Corporations legislation by other means","content":"#### 21 Application of Corporations legislation by other means\n\n21 Application of Corporations legislation by other means\n\n> Nothing in this Part prevents a law of the State from applying any provision of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, as a law of the State otherwise than by means of a declaratory provision.","sortOrder":24},{"sectionNumber":"Part 4","sectionType":"part","heading":"General","content":"# Part 4 General\n\nPart 4 General","sortOrder":25},{"sectionNumber":"22","sectionType":"section","heading":"Power to amend certain statutory rules","content":"#### 22 Power to amend certain statutory rules\n\n22 Power to amend certain statutory rules\n\n> > (1) The Governor, on the recommendation of the Minister, may make regulations amending a statutory rule made by the Governor in the exercise of a power conferred by any Act.\n> \n> > (2) The Minister may make a recommendation under subsection (1) only if he or she considers that each amendment proposed to be made by the regulations is consequential on the enactment, or the proposed enactment, by the Parliament of the Commonwealth of:\n> > \n> > > (a) the Australian Securities and Investments Commission Act 1989, or\n> > \n> > > (b) the [Corporations Act 1989](/view/pdf/asmade/act-1989-134), or\n> > \n> > > (c) an Act amending an Act referred to in paragraph (a) or (b), or\n> > \n> > > (d) the new ASIC Act, or\n> > \n> > > (e) the new Corporations Act, or\n> > \n> > > (f) an Act amending an Act referred to in paragraph (d) or (e).\n> \n> > (3) Nothing in this section prevents a statutory rule from being amended otherwise than by regulations made under this section, including an amendment of a kind referred to in subsection (2).\n> \n> **s 22:** Am 2002 No 26, Sch 1 \\[1\\].","sortOrder":26},{"sectionNumber":"22A","sectionType":"section","heading":"Power to make regulations construing certain references in Acts","content":"#### 22A Power to make regulations construing certain references in Acts\n\n22A Power to make regulations construing certain references in Acts\n\n> > (1) In this section, affected reference means:\n> > \n> > > (a) a reference in an Act to a provision of the new ASIC Act or the new Corporations Act, or\n> > \n> > > (b) a reference in an Act to a term, expression or concept defined or used in the new ASIC Act or the new Corporations Act,\n> > \n> > that is, or is to be, affected in any way by the enactment or proposed enactment by the Parliament of the Commonwealth of an Act amending the new ASIC Act or the new Corporations Act.\n> \n> > (2) The Governor, on the recommendation of the Minister, may make regulations providing that an affected reference in any Act is to be construed as set out in the regulations.\n> \n> > (3) The Minister may make a recommendation under subsection (2) only if he or she considers that:\n> > \n> > > (a) each substantive provision of the proposed regulations is necessary as a consequence of the enactment, or proposed enactment, by the Parliament of the Commonwealth of an Act amending the new ASIC Act or the new Corporations Act, and\n> > \n> > > (b) subject to subsection (4), the proposed regulations do not deal with any other matter.\n> \n> > (4) Regulations made under this section may deal with matters of a transitional nature (including matters of application or savings nature) consequent on the enactment of the amending Act referred to in subsection (3) (a).\n> > \n> > Note—\n> > \n> > Section 25 (6) and (7) enable a provision of the regulations made under this section to have effect from a time that is earlier than the day on which they are made.\n> \n> > (5) Regulations made under this section have effect according to their tenor.\n> \n> **s 22A:** Ins 2002 No 26, Sch 1 \\[2\\].","sortOrder":27},{"sectionNumber":"23","sectionType":"section","heading":"Rules of the Supreme Court","content":"#### 23 Rules of the Supreme Court\n\n23 Rules of the Supreme Court\n\n> > (1) Rule of court may be made under the [Supreme Court Act 1970](/view/html/inforce/current/act-1970-052):\n> > \n> > > (a) with respect to proceedings, and the practice and procedure, of that Court under the Corporations legislation, and\n> > \n> > > (b) with respect to any matter or thing that is:\n> > > \n> > > > (i) required or permitted by the Corporations legislation to be prescribed by rules within the meaning of the Corporations legislation, or\n> > > \n> > > > (ii) necessary or convenient to be prescribed by such rules for carrying out or giving effect to the Corporations legislation, and\n> > \n> > > (c) without limitation, with respect to costs, and with respect to rules as to meetings ordered by that Court.\n> \n> > (2) When a lower court of New South Wales is exercising jurisdiction with respect to matters arising under the Corporations legislation, the court must apply the rules of court made under subsection (1), with such alterations as are necessary.\n> \n> > (3) In this section:\n> > \n> > Corporations legislation means:\n> > \n> > > (a) the new Corporations Act, and\n> > \n> > > (b) the new ASIC Act, and\n> > \n> > > (c) the regulations made under the new Corporations Act and the new ASIC Act.","sortOrder":28},{"sectionNumber":"24","sectionType":"section","heading":"ASIC has certain functions and powers","content":"#### 24 ASIC has certain functions and powers\n\n24 ASIC has certain functions and powers\n\n> > (1) The Minister, or a person authorised in writing by the Minister, may enter into an agreement or arrangement with ASIC for the performance of functions or the exercise of powers by ASIC as an agent of the State, even if those functions or powers are or may be conferred on another person or body by or under a law of the State.\n> \n> > (2) An agreement or arrangement of a kind referred to in subsection (1) has effect by force of this section despite any provision of a law of the State with respect to any function or power that is the subject of the agreement or arrangement.\n> \n> Note—\n> \n> Section 11 (9) of the [Australian Securities and Investments Commission Act 2001](http://www.legislation.gov.au/) of the Commonwealth provides that ASIC has, but is not under a duty to perform, the functions and powers that are the subject of the agreement or arrangement with the State.","sortOrder":29},{"sectionNumber":"25","sectionType":"section","heading":"Regulations","content":"#### 25 Regulations\n\n25 Regulations\n\n> > (1) The Governor may make regulations, not inconsistent with this Act, for or with respect to any matter that by this Act is required or permitted to be prescribed or that is necessary or convenient to be prescribed for carrying out or giving effect to this Act.\n> \n> > (2) Without limiting subsection (1), the regulations may provide that certain provisions of Part 2 are taken to be modified as set out in the regulations. Those provisions then have effect as if they were so modified.\n> \n> > (3) Without limiting subsection (1), the regulations may:\n> > \n> > > (a) declare a matter to be an excluded matter for the purposes of section 5F of the new Corporations Act in relation to:\n> > > \n> > > > (i) the whole of the Corporations legislation to which Part 1.1A of that Act applies, or\n> > > \n> > > > (ii) a specified provision of that legislation, or\n> > > \n> > > > (iii) that legislation other than a specified provision, or\n> > > \n> > > > (iv) that legislation otherwise than to a specified extent,\n> > \n> > > (b) declare a provision of a law of the State, or a provision of a law of the State as amended as specified in the regulations, to be a Corporations legislation displacement provision for the purposes of section 5G of the new Corporations Act (either generally or specifically in relation to a provision of the Corporations legislation to which Part 1.1A of that Act applies).\n> \n> > (4) Without limiting subsection (1), the regulations may make provision for or with respect to enabling jurisdiction conferred by or under the old corporations legislation or the old ASIC legislation or a previous State corporations law to be exercised by a court of the State, or confirming that such jurisdiction is exercisable by a court of the State, including (without limitation) provisions for or with respect to:\n> > \n> > > (a) conferring jurisdiction on courts of the State, and\n> > \n> > > (b) the construction of references in the old corporations legislation or the old ASIC legislation or a previous State corporations law to Commonwealth authorities and officers, and\n> > \n> > > (c) the disapplication of provisions of the old corporations legislation or the old ASIC legislation or a previous State corporations law, including provisions that contemplate the administration or enforcement of laws as if they were Commonwealth laws or that contemplate offences and other matters as being offences against and matters under Commonwealth laws, and\n> > \n> > > (d) the treatment of offences arising under the old corporations legislation or the old ASIC legislation or a previous State corporations law (including the specification of penalties), and\n> > \n> > > (e) prescribing modifications of the old corporations legislation or the old ASIC legislation or a previous State corporations law, and\n> > \n> > > (f) associated, procedural and consequential matters.\n> \n> > (5) Without limiting subsection (1), the regulations may deal with matters of a transitional nature relating to the transition from the application of provisions of the old corporations legislation or a previous State corporations law to the application of provisions of the new corporations legislation or the new ASIC legislation.\n> \n> > (6) Any provision of the regulations may be expressed to take effect from a time that is earlier than the date on which it is published in the Gazette, not being a time earlier than immediately before the relevant time or, in the case of regulations made under section 22 (2) (f) or 22A, the time when the amending Act (or the relevant provision of that Act) comes into operation or is taken to come into operation.\n> \n> > (7) To the extent to which a provision of a regulation takes effect from a time that is earlier than the date on which it is published in the Gazette, the provision does not operate so as:\n> > \n> > > (a) to affect in a manner prejudicial to any person (other than the State or an authority of the State), the rights of that person existing before the date of its publication, or\n> > \n> > > (b) to impose liabilities on any person (other than the State or an authority of the State) in respect of anything done or omitted to be done before the date of its publication.\n> \n> > (8) The regulations have effect despite anything to the contrary in Part 2.\n> \n> > (9) In this section, matters of a transitional nature includes matters of an application or savings nature.\n> \n> **s 25:** Am 2002 No 26, Sch 1 \\[3\\].","sortOrder":30},{"sectionNumber":"26","sectionType":"section","heading":null,"content":"#### 26\n\n26 (Repealed)","sortOrder":31},{"sectionNumber":"27","sectionType":"section","heading":"Savings and transitional provisions consequent on enactment of Corporations (Consequential Amendments) Act 2001","content":"#### 27 Savings and transitional provisions consequent on enactment of Corporations (Consequential Amendments) Act 2001\n\n27 Savings and transitional provisions consequent on enactment of [Corporations (Consequential Amendments) Act 2001](/view/html/repealed/current/act-2001-034)\n\n> Schedule 3 has effect.","sortOrder":33},{"sectionNumber":"28","sectionType":"section","heading":"Savings and transitional provisions consequent on enactment of other Acts","content":"#### 28 Savings and transitional provisions consequent on enactment of other Acts\n\n28 Savings and transitional provisions consequent on enactment of other Acts\n\n> Schedule 4 has effect.\n> \n> **s 28:** Ins 2002 No 26, Sch 1 \\[4\\].","sortOrder":34},{"sectionNumber":"Schedule 1","sectionType":"schedule","heading":"Table of corresponding references","content":"# Schedule 1 Table of corresponding references\n\nSchedule 1 Table of corresponding references\n\n(Section 11)\n\nTable\n\n| Column 1 | Column 2 |\n| the Corporations Law of New South Wales | the new Corporations Act |\n| the Corporations Regulations of New South Wales | the new Corporations Regulations |\n| an instrument made under the Corporations Law of New South Wales or the Corporations Regulations of New South Wales | a corresponding preserved instrument under the new corporations legislation |\n| the Corporations Law | the new Corporations Act |\n| the Corporations Regulations | the new Corporations Regulations |\n| the Corporations Law of a jurisdiction other than New South Wales that is a referring State | the new Corporations Act |\n| the Corporations Regulations of a jurisdiction other than New South Wales that is a referring State | the new Corporations Regulations |\n| an instrument made under the Corporations Law, or the Corporations Regulations, of a jurisdiction other than New South Wales that is a referring State | a corresponding preserved instrument under the new corporations legislation |\n| the old ASIC Law | Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act |\n| the ASC Law of New South Wales | Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act |\n| the old ASIC Regulations | the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act |\n| the ASC Regulations of New South Wales | the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act |\n| an instrument made under the old ASIC Law or the old ASIC Regulations | a corresponding preserved instrument under the new ASIC legislation |\n| an instrument made under the ASC Law of New South Wales or the ASC Regulations of New South Wales | a corresponding preserved instrument under the new ASIC legislation |\n| the ASIC Law | Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act |\n| the ASC Law | Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act |\n| the ASIC Regulations | the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act |\n| the ASC Regulations | the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act |\n| the ASIC Law of a jurisdiction other than New South Wales that is a referring State | Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act |\n| the ASC Law of a jurisdiction other than New South Wales that is a referring State | Part 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act |\n| the ASIC Regulations of a jurisdiction other than New South Wales that is a referring State | the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act |\n| the ASC Regulations of a jurisdiction other than New South Wales that is a referring State | the new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act |\n| an instrument made under the ASIC Law, or the ASIC Regulations, of a jurisdiction other than New South Wales that is a referring State | a corresponding preserved instrument under the new ASIC legislation |\n| an instrument made under the ASC Law, or the ASC Regulations, of a jurisdiction other than New South Wales that is a referring State | a corresponding preserved instrument under the new ASIC legislation |","sortOrder":35},{"sectionNumber":"Schedule 2","sectionType":"schedule","heading":null,"content":"# Schedule 2\n\nSchedule 2 (Repealed)\n\n**sch 2:** Rep 2005 No 64, Sch 3.","sortOrder":36},{"sectionNumber":"Schedule 3","sectionType":"schedule","heading":"Savings and transitional provisions consequent on enactment of Corporations (Consequential Amendments) Act 2001","content":"# Schedule 3 Savings and transitional provisions consequent on enactment of Corporations (Consequential Amendments) Act 2001\n\nSchedule 3 Savings and transitional provisions consequent on enactment of [Corporations (Consequential Amendments) Act 2001](/view/html/repealed/current/act-2001-034)\n\n(Section 27)","sortOrder":37},{"sectionNumber":"Schedule 4","sectionType":"schedule","heading":"Savings and transitional provisions consequent on enactment of other Acts","content":"# Schedule 4 Savings and transitional provisions consequent on enactment of other Acts\n\nSchedule 4 Savings and transitional provisions consequent on enactment of other Acts\n\n(Section 28)\n\n**sch 4:** Ins 2002 No 26, Sch 1 \\[5\\].","sortOrder":44}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":8,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: managing the transition from State-based to Commonwealth-based corporate regulation and providing mechanisms for NSW to apply Commonwealth corporations law to specific State matters. While it has been amended over time (notably in 2002 and 2011) to add further transitional provisions and update reference translation mechanisms, these amendments remain within the original scope of facilitating the national corporations scheme transition. The Act has not expanded into substantive corporate regulation itself—it remains purely ancillary and transitional."},"complexity_factors":["Dense web of 25+ defined terms in section 3, many of which are themselves defined by reference to other Acts (the 'new Corporations Act', 'new ASIC Act', 'old application Act', etc.)","Extensive cross-referencing to Commonwealth legislation (Corporations Act 2001, ASIC Act 2001) and their various Parts and sections","Multiple nested conditional definitions (e.g., 'carried over provision' has separate definitions for corporations and ASIC legislation, each with sub-paragraphs)","Complex transitional mechanics in Part 2 involving the interaction between 'national scheme laws', 'new corporations legislation', and 'previous State corporations laws'","Conditional operation of provisions based on time ('relevant time'), with different rules for matters arising before vs after that time","Section 11 and Schedule 1 create a complex mapping/table system for translating old legislative references to new ones, with multiple exceptions and regulation-making powers","Part 3 creates a 'pick and choose' system for applying Commonwealth law as State law, with modifications, exceptions, and implied applications","Multiple savings and transitional schedules (Schedules 3 and 4) with their own internal definitions and conditional operations","Regulation-making powers throughout that can modify, exclude, or alter the operation of substantive provisions"],"plain_english_summary":"**What this legislation does:**\n\nThis is a **New South Wales State Act** that acts as a bridge between old State-based corporate laws and the modern Commonwealth (federal) corporations regime. It was enacted in 2001 to manage the messy transition when Australia moved from a system where each State had its own corporate laws to a single national scheme administered by the Commonwealth.\n\n**Key functions:**\n\n*   **Switches off old State laws:** It stops the old NSW corporate laws (the \"national scheme laws\") from operating on their own force once the Commonwealth Corporations Act 2001 takes over, except for dealing with old matters that happened before the switch-over.\n*   **Preserves ongoing court cases:** It allows court proceedings that started under the old State laws to continue as if the old laws still applied, and ensures court orders made under those old laws remain enforceable.\n*   **Updates references in other laws:** It automatically updates references in other NSW legislation—so when another NSW law mentions the old \"Corporations Law of New South Wales,\" it is now read as referring to the Commonwealth Corporations Act 2001.\n*   **Lets NSW apply Commonwealth law to specific matters:** It creates a mechanism (called \"declaratory provisions\") where NSW can declare that certain Commonwealth corporations laws apply as if they were State laws for particular purposes—useful for areas like co-operatives or associations that might fall between the cracks.\n*   **Validates actions during transition:** It protects actions taken during the changeover period, ensuring they remain legally valid even if the legal authority was technically unclear at the time.\n\n**Who it affects:**\n\n*   Companies and organisations that existed before 2001\n*   Anyone involved in ongoing court cases about corporate matters that started under the old State system\n*   NSW government agencies that need to apply corporate laws to specific State matters (like co-operatives or incorporated associations)\n*   Lawyers and courts dealing with historical corporate matters\n\n**Why it matters:**\n\nWithout this Act, there would be a legal black hole when the Commonwealth took over corporate regulation. Old court cases might have collapsed, historical rights and liabilities would be uncertain, and references in countless other NSW laws would point to legislation that no longer existed. This Act ensures a smooth handover and provides a safety net for the transition."},"summary":{"complexity_score":4,"scope_assessment":{"changed":false,"description":"Based on the available information, the Act appears to have remained consistent with its original intent as an ancillary/supporting piece of legislation facilitating NSW's participation in the national corporations law scheme. The amendments over time appear to be technical updates rather than expansions or contractions of scope."},"complexity_factors":["Operates primarily as a constitutional and jurisdictional mechanism rather than containing detailed substantive rules — meaning its real effect is indirect and requires understanding of federal-state constitutional law","Requires knowledge of the broader national corporations law framework (the Commonwealth Corporations Act 2001) to fully understand its purpose","The concept of state legislative 'referral' of constitutional powers to the Commonwealth is technically complex for non-lawyers","Limited legislative content is visible in the provided text — the substance of the Act is not fully reproduced, making full analysis difficult","Has been amended multiple times since 2001, creating a layered version history that practitioners must navigate"],"plain_english_summary":"## Corporations (Ancillary Provisions) Act 2001 (NSW)\n\n**What is this?**\n\nThis is a NSW State law that was created to support and complement the national corporations law framework — specifically the Commonwealth's *Corporations Act 2001*. When Australia moved to a single national system for regulating companies in 2001, the states needed to pass their own \"ancillary\" (meaning supporting or helper) laws to make that national system work properly within their borders.\n\n**Who does it affect?**\n\nThis law affects:\n- **Businesses and companies** registered or operating in NSW\n- **Company directors, officers, and shareholders**\n- **Regulators and courts** in NSW dealing with corporate matters\n\n**Why does it matter?**\n\nBefore 2001, each Australian state had its own companies legislation. The move to a single national scheme required states to formally hand over (or \"refer\") their constitutional power to regulate companies to the Commonwealth. This Act is part of NSW doing that — it helps bridge the gap between state and federal law so there are no legal black holes or conflicts when it comes to regulating companies in NSW.\n\nIn practical terms, this means NSW companies are governed by the one national rulebook, with this Act quietly working in the background to make sure that system is legally valid and enforceable in NSW.\n\n**Current status:** This law has been in force since 2001 and is still current, with its last significant update on 6 January 2012. It is overseen by the NSW Attorney General."},"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":true,"description":"The Act alters the operational scope of the national-scheme corporations laws in this jurisdiction by (a) restricting the free-standing operation of earlier national-scheme laws after the transition date to pre-commencement matters only (s 6), (b) providing for certain State laws to continue to operate despite inconsistency with the national scheme (s 8), and (c) enabling the State to adopt particular Commonwealth Corporations or ASIC provisions as State law selectively (ss 14–16) with substantial regulatory discretion to modify or exclude provisions (ss 11(2–3), 25). These mechanisms narrow, preserve or reassign the application of the national scheme in concrete ways compared with a model where Commonwealth provisions simply replaced State law without tailored declaratory or regulatory adjustments."},"complexity_factors":["Large cross-referencing and mapping regime between old State laws, \"preserved instruments\" and new Commonwealth legislation (ss 3, 4, 11; Schedule 1).","Multiple transitional rules that treat accrued rights, substituted liabilities and ongoing proceedings differently (ss 6–9; s 7(2)–(3)).","Delegation and application model: Commonwealth provisions do not automatically become State law but are applied selectively via declaratory provisions with prescribed modifications (ss 14–16).","Extensive regulatory discretion vested in Minister and Governor to specify correspondences, exclusions, modifications and transitional arrangements (ss 11(2–3), 22, 22A, 25).","Interaction between State procedural law and applied Commonwealth substantive law, including how courts, penalties and enforcement are handled (ss 10, 18, 19, 20, 23).","Potential for retrospective regulation subject to limits (s 25(6–7)), requiring careful temporal analysis of obligations.","Dual-authority conferral possibilities (State Minister vs ASIC) and voluntary nature of ASIC’s exercise of State functions (ss 17, 24), creating conditional enforcement pathways.","Schedules and savings provisions that preserve some State outcomes while terminating others (Schedules 3–4), adding further layers to legal analysis."],"plain_english_summary":"What this law does, mechanically\n\n- The Act puts in place how New South Wales (NSW) transitions from older State corporations and ASIC laws to the Commonwealth Corporations Act 2001 and the Commonwealth ASIC Act 2001. It comes into force immediately before the Commonwealth Acts take effect (s 2).\n- It defines a set of terms and maps old State provisions, instruments and references to their new Commonwealth counterparts (s 3; ss 4, 11; Schedule 1). The Act explains when an \"old\" provision \"corresponds\" to a \"new\" provision and permits the regulations to make or exclude specific correspondences (s 4).\n- It limits how the previous national-scheme laws continue to operate in NSW: they continue only for pre-commencement matters (and matters that flow from them) unless dealt with by the new Commonwealth legislation or co‑operative scheme laws (s 6) and sets out how accrued rights, liabilities and some proceedings are treated (s 7). Certain ongoing court proceedings are terminated at the relevant time (s 7(3); s 9).\n- The Act provides that specific State laws that would otherwise be inconsistent with the national scheme may nevertheless operate despite the inconsistency (s 8). It also preserves existing rules of court and how references to companies or to old legislation should be read after transition (ss 10, 11, 12).\n\nHow the Act lets NSW apply Commonwealth Corporations law to State matters\n\n- The Act does not automatically convert the Commonwealth Corporations legislation into State law. Instead, NSW laws may declare particular matters to be \"applied Corporations legislation matters\" — effectively adopting parts (or all) of the Commonwealth Corporations or ASIC laws to operate as if they were State law for those matters (Part 3: ss 13–16; s 14).\n- When NSW declares Commonwealth provisions to apply, the Act sets out specific automatic modifications so the applied Commonwealth provisions operate sensibly as State law: e.g. references to ASIC can be read as references to the NSW Minister or another person (unless ASIC is expressly conferrred functions under s 17), references to the Gazette become the Government Gazette, and references to \"this jurisdiction\" become New South Wales (s 16).\n- The Act restricts when an applied law may be taken to confer functions on ASIC — that can only happen by agreement authorised under the Commonwealth ASIC Act and with ASIC's authorization (s 17). Functions that are conferred on ASIC are taken not to create a mandatory duty if the applied law would otherwise require one (s 17(2)).\n- Courts: an applied law that gives a function or duty to a court is taken to give it to the Supreme Court or another State court specified by the declaratory provision (s 18). Existing rules of court dealing with corporations matters continue (s 10, s 23).\n- Regulations and consequential measures: the Governor and Minister have broad regulation-making powers to specify correspondences, make transitional or savings regulations, modify applied laws for State use, and even amend certain statutory rules that flow from Commonwealth enactments (ss 22, 22A, 25). Regulations may take effect from times earlier than publication (s 25(6–7)).\n\nOfficial purpose-claims and the trade-offs this Act creates\n\n- The Act is framed to achieve legal continuity during the move from State-based Corporations/ASIC laws to the Commonwealth regime and to provide mechanisms for NSW to adopt particular Commonwealth provisions as State law where required. That stated purpose is reflected in the mapping, saving and transitional provisions (ss 3–12; s 27; Schedules 3–4).\n- Practical trade-offs and implementation mechanics the Act creates:\n  - Transfer and termination of rights and proceedings: some pre-existing rights or proceedings are preserved but others are cancelled or terminated where the Commonwealth law provides a substitution or where specified sections require termination (s 7(2)–(3); s 9). The mechanical effect is that some ongoing cases and liabilities may end at transition, which shifts legal risk to affected persons and requires them to check whether any substituted Commonwealth right or liability exists (s 7(2)).\n  - Who pays / who bears costs: regulated entities and individuals are the primary parties who will bear compliance and litigation costs created by re-mapping rules, by the need to re-file or re-litigate under different provisions, or by the consequence of proceedings being terminated (ss 7–9, 11, 14–16). Penalties for applied-law offences are governed by State law mechanisms, with a penalty unit set at $100 for applied-law offences (s 20(2)(a)) and a Local Court maximum of $10,000 unless the applied law provides a lower maximum (s 20(5)).\n  - Administrative discretion and implementation risk: the Minister and Governor (through regulations) have significant discretion to declare what is applied, to modify applied provisions, to specify correspondences and to make transitional arrangements (ss 11(2–3), 16(1)(a),(f), 22, 25). That concentrates decision-making in the executive for which regulated parties will need to monitor regulations and declaratory instruments to know their obligations.\n  - Effects on private choice and business operations: by enabling Commonwealth provisions to operate as State law (and by mapping references to company registration and jurisdiction), the Act changes which statutory regime governs company conduct and disputes in particular circumstances (ss 12, 14–16). This can affect where companies are treated as registered (s 12) and which substantive or procedural corporate rules apply.\n  - Compliance burden and legal complexity: the Act requires reading across multiple sources (old State laws, preserved instruments, the new Commonwealth Acts, the regulations and any declaratory State provisions). The Act’s mapping rules and regulatory powers (ss 4, 11, 16, 25) mean businesses and advisers must check both primary Acts and secondary regulatory instruments to confirm current law.\n  - Limits on delegated enforcement: the State may enter agreements with ASIC for ASIC to exercise functions as the State’s agent, but that is voluntary for ASIC and requires both an agreement and ASIC’s authorisation (s 24; s 17). That changes how enforcement resources may be used but depends on inter‑governmental arrangements.\n\nWho decides, who is affected, and what behaviour changes\n\n- Who decides: the Governor and Minister (via regulations and recommendations) and the State Parliament (when making declaratory provisions) decide when and how Commonwealth provisions apply in NSW; courts decide legal interpretation and the exercise of jurisdiction (ss 14–16, 22, 25, 23; s 18).\n- Who is affected: companies, officers, advisers, creditors, litigants in ongoing proceedings and any person regulated by the old State corporations/ASIC laws or by the Commonwealth Corporations/ASIC laws where declaratory provisions or mappings apply (ss 3, 6, 11–12, 14–16).\n- Behaviour changes: regulated parties will need to update compliance practices to align with whichever regime (old State law, preserved instruments, or applied Commonwealth law) governs their matter, may need to bring or relitigate claims under new provisions, and must track regulatory instruments and any agreements conferring functions on ASIC or the State (ss 7–9, 16–17, 24–25).\n\nImplementation and monitoring notes\n\n- Entities should identify which provisions have been carried over, which correspondences/regulations apply to their activities, whether any proceedings they are party to are terminated by transition rules, and whether any declaratory provision has been made that applies Commonwealth law as State law (ss 3–4, 6–9, 11, 14–16).\n- Monitor regulations and declaratory instruments because the Minister/Governor may specify correspondences, exclusions and modifications (ss 4, 11(2–3), 16(1)(f), 22, 25). Regulations can also be made to have retrospective effect within defined limits (s 25(6–7))."}},"importantCases":[],"_links":{"self":"/api/acts/corporations-ancillary-provisions-act-2001","history":"/api/acts/corporations-ancillary-provisions-act-2001/history","analysis":"/api/acts/corporations-ancillary-provisions-act-2001/analysis","conflicts":"/api/acts/corporations-ancillary-provisions-act-2001/conflicts","importantCases":"/api/acts/corporations-ancillary-provisions-act-2001/important-cases","documents":"/api/acts/corporations-ancillary-provisions-act-2001/documents"}}