{"id":"nsw:act-2001-001","name":"Corporations (Commonwealth Powers) Act 2001","slug":"corporations-commonwealth-powers-act-2001","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"1 of 2001","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":105123,"registerId":"nsw-act-2001-001-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Name and purpose of Act","content":"#### 1 Name and purpose of Act\n\n1 Name and purpose of Act\n\n> > (1) This Act is the [Corporations (Commonwealth Powers) Act 2001](/view/html/inforce/current/act-2001-001).\n> \n> > (2) The purpose of this Act is to refer certain matters relating to corporations and financial products and services to the Parliament of the Commonwealth for the purposes of section 51 (xxxvii) of the [Constitution of the Commonwealth](http://www.legislation.gov.au/), so as to enable that Parliament to make laws that apply of their own force in the State, instead of those matters being dealt with by the [Corporations Law](/view/html/inforce/current/sl-1999-0703) and other applied laws.\n> \n> > (3) Nothing in this Act is intended to enable the making of a law pursuant to the amendment reference with the sole or main underlying purpose or object of regulating industrial relations matters even if, but for this subsection, the law would be a law with respect to a matter referred to the Parliament of the Commonwealth by the amendment reference.","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> This Act commences on a day or days to be appointed by proclamation.","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> > (1) In this Act:\n> > \n> > amendment reference means the reference under section 4 (1) (b).\n> > \n> > commencement day means the day on which section 4 (1) commences.\n> > \n> > Corporations instrument means any instrument made or issued under the Corporations legislation.\n> > \n> > Corporations legislation means Commonwealth Acts enacted in the terms, or substantially in the terms, of the tabled text and as in force from time to time.\n> > \n> > express amendment of the Corporations legislation means the direct amendment of the text of the Corporations legislation (whether by the insertion, omission, repeal, substitution or relocation of words or matter) by Commonwealth Acts, but does not include the enactment by a Commonwealth Act of a provision that has or will have substantive effect otherwise than as part of the text of the Corporations legislation.\n> > \n> > initial reference means the reference under section 4 (1) (a).\n> > \n> > prescribed termination day means the day on which both the references are to terminate as set out in section 5 (1).\n> > \n> > reference means:\n> > \n> > > (a) the initial reference, or\n> > \n> > > (b) the amendment reference.\n> > \n> > referred provisions means the tabled text to the extent to which that text deals with matters that are included in the legislative powers of the Parliament of the State.\n> > \n> > tabled text means the text of the following proposed Bills for Commonwealth Acts, comprised in two or more documents (each bearing identification as “part of the tabled text”) as tabled by or on behalf of the Attorney General in the Legislative Assembly at any time during the period between the giving of notice of motion for leave to introduce the Bill for this Act in the Legislative Assembly and the second reading of that Bill in the Legislative Assembly:\n> > \n> > > (a) [Corporations Bill 2001](http://www.legislation.gov.au/),\n> > \n> > > (b) [Australian Securities and Investments Commission Bill 2001](http://www.legislation.gov.au/).\n> \n> > (2) If a proclamation terminating the amendment reference alone has been published under section 7 and has not been revoked, the expression the references refers to the initial reference only.","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Reference of matters","content":"#### 4 Reference of matters\n\n4 Reference of matters\n\n> > (1) The following matters are referred to the Parliament of the Commonwealth:\n> > \n> > > (a) the matters to which the referred provisions relate, but only to the extent of the making of laws with respect to those matters by including the referred provisions in Acts enacted in the terms, or substantially in the terms, of the tabled text (including laws containing provisions that authorise the making of Corporations instruments that affect the operation of the Corporations legislation, otherwise than by express amendment), and\n> > \n> > > (b) the matters of the formation of corporations, corporate regulation and the regulation of financial products and services, but only to the extent of the making of laws with respect to those matters by making express amendments of the Corporations legislation (including laws inserting or amending provisions that authorise the making of Corporations instruments that affect the operation of the Corporations legislation, otherwise than by express amendment).\n> \n> > (2) The reference of a matter under subsection (1) has effect only:\n> > \n> > > (a) if and to the extent that the matter is not included in the legislative powers of the Parliament of the Commonwealth (otherwise than by a reference under section 51 (xxxvii) of the [Constitution of the Commonwealth](http://www.legislation.gov.au/)), and\n> > \n> > > (b) if and to the extent that the matter is included in the legislative powers of the Parliament of the State.\n> \n> > (3) The operation of each paragraph of subsection (1) is not affected by the other paragraph.\n> \n> > (4) For the avoidance of doubt, it is the intention of the Parliament of the State that:\n> > \n> > > (a) the Corporations legislation may be expressly amended, or have its operation otherwise affected, at any time on or after the commencement day by provisions of Commonwealth Acts the operation of which is based on legislative powers that the Parliament of the Commonwealth has apart from the references, and\n> > \n> > > (b) the Corporations legislation may have its operation affected, otherwise than by express amendment, at any time on or after the commencement day by provisions of Corporations instruments, and\n> > \n> > > (c) the references are not made subject to any condition relating to:\n> > > \n> > > > (i) the express amendment or affecting of the Corporations legislation by provisions referred to in paragraph (a), or\n> > > \n> > > > (ii) the affecting of the Corporations legislation by provisions referred to in paragraph (b).\n> \n> > (5) Despite any other provision of this section, a reference has effect for a period:\n> > \n> > > (a) beginning at the beginning of the commencement day, and\n> > \n> > > (b) ending at the beginning of the day on which it terminates as set out in section 5,\n> > \n> > but not longer.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Termination of references","content":"#### 5 Termination of references\n\n5 Termination of references\n\n> > (1) Subject to earlier termination under this section, the references terminate on the day that is the fifth anniversary of the day of commencement of the Corporations legislation or on a later day fixed by the Governor by proclamation under section 6.\n> \n> > (2) Both the references terminate on a day that is earlier than the prescribed termination day if the Governor fixes that earlier day by proclamation under section 7 as the day on which the references terminate.\n> \n> > (3) The amendment reference alone terminates on a day that is earlier than the prescribed termination day if the Governor fixes that earlier day by proclamation under section 7 as the day on which the amendment reference terminates.\n> \n> > (4) If the amendment reference terminates before the initial reference, the termination of the amendment reference does not affect:\n> > \n> > > (a) laws that were made under the amendment reference before that termination but have not come into operation before that termination, or\n> > \n> > > (b) the continued operation in the State of the Corporations legislation as in operation immediately before that termination or as subsequently amended or affected by:\n> > > \n> > > > (i) laws referred to in paragraph (a), or\n> > > \n> > > > (ii) provisions referred to in section 4 (4) (a) or (b).\n> \n> > (5) For the purposes of subsection (4):\n> > \n> > > (a) the laws referred to in subsection (4) (a) include Corporations instruments, and\n> > \n> > > (b) the reference in subsection (4) (b) to the Corporations legislation as in operation immediately before the termination of the amendment reference includes that legislation as affected by Corporations instruments that have come into operation before that time.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Extension of period of reference by proclamation","content":"#### 6 Extension of period of reference by proclamation\n\n6 Extension of period of reference by proclamation\n\n> > (1) The Governor may, at any time before the prescribed termination day, by proclamation published on the NSW legislation website, fix a day that is later than the prescribed termination day as the day on which both the references terminate.\n> > \n> > Editorial note—\n> > \n> > For proclamations pursuant to this subsection, see Gazette No 82 of 23.6.2006, p 4565; 2011 (128) LW 3.3.2011; 2016 (319) LW 10.6.2016 and 2021 (358) LW 2.7.2021.\n> \n> > (2) More than one proclamation may be made under subsection (1).\n> \n> **s 6:** Am 2009 No 106, Sch 3.13.","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Earlier termination of reference by proclamation","content":"#### 7 Earlier termination of reference by proclamation\n\n7 Earlier termination of reference by proclamation\n\n> > (1) The Governor may, at any time, by proclamation published on the NSW legislation website, fix a day that is earlier than the prescribed termination day as the day on which:\n> > \n> > > (a) the references terminate, or\n> > \n> > > (b) the amendment reference terminates.\n> \n> > (2) The day fixed under subsection (1) must be no earlier than the first day after the end of the period of 6 months beginning with the day on which the proclamation is published under that subsection.\n> \n> > (3) The Governor may, by proclamation published on the NSW legislation website, revoke a proclamation published under subsection (1), in which case the revoked proclamation is taken (for the purposes of section 5) never to have been published.\n> \n> > (4) A revoking proclamation has effect only if published before the day fixed under subsection (1).\n> \n> > (5) The revocation of a proclamation published under subsection (1) does not prevent publication of a further proclamation under that subsection.\n> \n> > (6) A proclamation under subsection (1) has effect despite any earlier proclamation published under section 6 (1).\n> \n> **s 7:** Am 2009 No 106, Sch 3.13.","sortOrder":6},{"sectionNumber":"8","sectionType":"section","heading":"Evidence","content":"#### 8 Evidence\n\n8 Evidence\n\n> > (1) A certificate of the Clerk of the Legislative Assembly of New South Wales certifying that a document is an accurate copy of the tabled text, or is an accurate copy of a particular part or of particular provisions of the tabled text, is admissible in evidence in any proceedings and is evidence:\n> > \n> > > (a) of the matter certified, and\n> > \n> > > (b) that the text of proposed Commonwealth Bills was tabled in the Legislative Assembly of New South Wales as referred to in the definition of tabled text in section 3.\n> \n> > (2) Subsection (1) does not affect any other way in which the tabling or content of the tabled text, or the accuracy of a copy of the tabled text or of a part or provisions of the tabled text, may be established.","sortOrder":7},{"sectionNumber":"9","sectionType":"section","heading":"Operation of Act","content":"#### 9 Operation of Act\n\n9 Operation of Act\n\n> This Act has effect despite any provision of the [Corporations (New South Wales) Act 1990](/view/html/inforce/current/act-1990-083) or of the applicable provisions (as defined in that Act) of the State.","sortOrder":8}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"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 — to refer NSW's constitutional power over corporations to the Commonwealth to enable uniform national corporations legislation. The 2010 amendment (effective 8 January 2010) likely made minor technical updates rather than altering the fundamental scope of the power referral."},"complexity_factors":["Requires understanding of Australian constitutional law, specifically the division of powers between State and Federal governments","The practical effect of the Act depends heavily on external legislation (the Commonwealth Corporations Act 2001) rather than being self-contained","The concept of 'referral of legislative power' under s51(xxxvii) of the Constitution is not intuitive to non-lawyers","Limited substantive text is available in this extract, making full assessment difficult — the Act's operative provisions are not reproduced here","Intergovernmental cooperative federalism arrangements add a layer of complexity for those unfamiliar with how Australian federalism works"],"plain_english_summary":"This NSW Act refers the State’s constitutional power over corporations to the Commonwealth so the federal Parliament can make a single, national corporations law. That referral enabled the Corporations Act 2001 (Cth), creating uniform rules for company formation, operation and winding-up. It matters to company owners, employees, multi‑jurisdictional businesses and regulators (like ASIC) because it underpins Australia’s national corporate regulatory framework."},"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"This legislation maintains its original purpose as a referral mechanism. While the editorial notes indicate the referral period has been extended multiple times by proclamation (2006, 2011, 2016, 2021), these extensions operate within the original legislative framework. The Act has not expanded beyond its core function of referring corporate regulation powers to the Commonwealth."},"complexity_factors":["Multiple nested defined terms ('tabled text' → 'referred provisions' → 'Corporations legislation' → 'Corporations instruments')","Two distinct references (initial vs amendment) with different scopes and termination mechanisms","Conditional logic in section 4(2) limiting references to matters not already in federal power","Complex termination mechanics in sections 5-7 with interdependencies between the two references","Cross-references to constitutional provisions (s 51(xxxvii)) and other NSW legislation","Temporal conditions (commencement day, prescribed termination day, 6-month notice periods)","Exception in section 1(3) excluding industrial relations matters"],"plain_english_summary":"This is a New South Wales law that hands over power to the Australian Federal Parliament to make laws about companies and financial services.\n\n**What it does:**\n- **Refers powers to Canberra:** Under Australia's Constitution, the Federal Parliament can only make laws on certain topics. This Act uses a constitutional trick (section 51(xxxvii)) where NSW voluntarily gives ('refers') some of its law-making powers to the Federal Parliament.\n- **Two types of handover:**\n  - **Initial reference:** Lets the Feds pass the main Corporations Act and ASIC Act as they existed in 2001.\n  - **Amendment reference:** Lets the Feds update and change those laws in the future.\n- **Carve-out for industrial relations:** The Feds can't use this power to make laws mainly about workplace relations (this was a political compromise).\n\n**Who it affects:**\n- Every company, business, and financial service operating in NSW.\n- Investors and consumers dealing with financial products.\n\n**Why it matters:**\nBefore this, company law was a messy mix of state and federal rules. This Act (and similar ones in other states) created a single national system for corporate regulation. It means ASIC (the corporate watchdog) can enforce one set of rules nationwide, rather than businesses juggling different rules in each state.\n\n**Key features:**\n- The handover can be extended by the NSW Governor (and has been, multiple times—see the editorial notes mentioning 2006, 2011, 2016, and 2021).\n- NSW can pull the plug early with 6 months' notice if it wants to.\n- Even if the 'amendment reference' ends, laws already made stay in force."},"flash_summary":{"complexity_score":5,"scope_assessment":{"changed":false,"description":"The Act as drafted sets out a targeted referral of specified corporations and financial‑services matters to the Commonwealth and prescribes commencement, extension and termination mechanics; it restricts the referral to matters within the State’s legislative power and preserves pre‑termination laws and instruments (ss4,5). Nothing in the Act alters that defined scope beyond procedural timing and the two‑stage reference structure (ss3–7)."},"complexity_factors":["Two‑stage reference structure (initial reference and amendment reference) with differing termination options (s3 definition; ss4,5).","Scope defined by external 'tabled text' rather than wholly within the Act, requiring cross‑reference to proposed Commonwealth Bills (s3, s4).","Distinction between express amendments of Corporations legislation and changes effected via Corporations instruments, creating multiple regulatory pathways (s3, s4(1)).","Proclamation‑based timing and control (commencement, extension, earlier termination, revocation) with procedural constraints (ss2,5–7).","Limit to matters that are both outside existing Commonwealth powers and within State legislative power, narrowing practical application (s4(2)).","Transitional protection for laws and instruments made before termination, preserving their operation post‑termination (s5(4)).","Evidentiary shortcut for proving the tabled text via a certificate of the Clerk, affecting litigation handling (s8).","Express override of the State Corporations Act to ensure Commonwealth law operates despite conflicting State provisions (s9)."],"plain_english_summary":"This Act refers specified corporate and financial‑services matters from the State to the Commonwealth Parliament under s51(xxxvii), allowing Commonwealth laws in the terms (or substantially in the terms) of the tabled text to operate in the State instead of the State’s Corporations Law (s4).  Corporations and financial‑services businesses in the State therefore become subject to those Commonwealth laws (s4); the Governor sets commencement, extension and earlier termination by proclamation (ss2,5–7). The Act confines referrals to matters within the State’s legislative power and preserves laws and instruments made before termination (ss4(2),5(4))."},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/corporations-commonwealth-powers-act-2001","history":"/api/acts/corporations-commonwealth-powers-act-2001/history","analysis":"/api/acts/corporations-commonwealth-powers-act-2001/analysis","conflicts":"/api/acts/corporations-commonwealth-powers-act-2001/conflicts","importantCases":"/api/acts/corporations-commonwealth-powers-act-2001/important-cases","documents":"/api/acts/corporations-commonwealth-powers-act-2001/documents"}}