{"id":"corporations-reform-northern-territory-act-2001","name":"Corporations Reform (Northern Territory) Act 2001","slug":"corporations-reform-northern-territory-act-2001","collection":"act","jurisdiction":"nt","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":29980,"registerId":"nt-corporations-reform-northern-territory-act-2001-current","compilationNumber":null,"startDate":"2026-04-01","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Corporations Reform (Northern Territory) Act 2001","content":"NORTHERN TERRITORY OF AUSTRALIA\nCORPORATIONS REFORM (NORTHERN TERRITORY) ACT 2001\nAs in force at 10 February 2026\nTable of provisions\nPart 1 Preliminary\n1 Short title ......................................................................................... 1\n2 Commencement .............................................................................. 1\n3 Purpose ........................................................................................... 1\n4 Definitions ........................................................................................ 1\n5 Corresponding provision .................................................................. 6\n6 Operation of Act............................................................................... 8\nPart 2 Repeal\n7 Repeal of Acts ................................................................................. 8\n8 Extinguishing rights and liabilities, and terminating\nproceedings, dealt with by new Corporations legislation ................. 8\nPart 3 Transitional provisions\nDivision 1 Transitional arrangements for national\nscheme laws\n9 Certain provisions of Northern Territory law taken to operate\ndespite national scheme law.......................................................... 10\n10 Court proceedings and orders ....................................................... 11\n11 Existing rules of court continue to have effect ............................... 12\n12 References in Acts or instruments to old corporations\nlegislation or old ASIC legislation .................................................. 13\n13 References to companies incorporated in a State or Territory....... 15\nDivision 2 Transitional arrangements for co-operative\nscheme laws\n14 Definition........................................................................................ 17\n15 Winding up started before commencement ................................... 17\n16 Companies Liquidation Account .................................................... 18\n17 General .......................................................................................... 18\nDivision 3 Functions etc. of Commonwealth agencies in\nrelation to transitional arrangements for\nnational scheme laws\n18 Definitions ...................................................................................... 19\n\nCorporations Reform (Northern Territory) Act 2001 ii\n19 Continuing functions etc. of Commonwealth agencies under\nnational scheme laws .................................................................... 21\nPart 4 Application of Commonwealth\nCorporations legislation to Territory\nmatters\n20 Definitions ...................................................................................... 21\n21 Northern Territory provisions to which this Part applies ................. 22\n22 Effect of declaratory provisions...................................................... 22\n23 Modifications to applied law ........................................................... 23\n24 Conferral of functions on ASIC ...................................................... 24\n25 Conferral of functions on Northern Territory courts........................ 24\n26 Implied application of regulations and other provisions of\nCorporations legislation ................................................................. 24\n27 Proceedings for offences ............................................................... 25\n28 Application of Corporations legislation by other means ................. 26\nPart 5 General\n29 Rules of the Supreme Court .......................................................... 26\n30 ASIC has certain functions and powers ......................................... 27\n31 Regulations.................................................................................... 27\nSchedule 1 Repealed Acts\nSchedule 2 Table\nENDNOTES\n\nNORTHERN TERRITORY OF AUSTRALIA\n____________________\nAs in force at 10 February 2026\n____________________\nCORPORATIONS REFORM (NORTHERN TERRITORY) ACT 2001\nAn Act to enact ancillary provisions relating to the enactment by the\nParliament of the Commonwealth of new corporations legislation and\nnew ASIC legislation and for other purposes\nPart 1 Preliminary\n1 Short title\nThis Act may be cited as the Corporations Reform (Northern\nTerritory) Act 2001.\n2 Commencement\nThis Act comes into operation on the day on which, but immediately\nbefore, the Corporations Act 2001 (Cth) commences.\n3 Purpose\nThe purpose of this Act is to enact ancillary provisions, including\ntransitional provisions, relating to the enactment by the Parliament\nof the Commonwealth of new corporations legislation and new\nASIC legislation under its legislative powers, including powers with\nrespect to matters referred to that Parliament for the purposes of\nsection 51(xxxvii) of the Constitution of the Commonwealth.\nNote: The Corporations (Northern Territory Request) Act 2001 requests the\nParliament of the Commonwealth to enact legislation in respect of certain matters\nrelating to corporations and financial products and services.\n4 Definitions\n(1) In this Act:\napplicable provision of the Northern Territory means a provision\nof:\n(a) the old Corporations Law or the old Corporations Regulations;\n(b) the old ASIC Law or the old ASIC Regulations; or\n\nPart 1 Preliminary\nCorporations Reform (Northern Territory) Act 2001 2\n(c) a Commonwealth law as applying because an Act in relation\nto:\n(i) an offence against; or\n(ii) an act, matter or thing arising under or in respect of,\na provision that, because of any other application or\napplications of this definition, is an applicable provision of the\nNorthern Territory, a State of the Commonwealth or the\nAustralian Capital Territory and the Jervis Bay Territory.\nASIC means the Australian Securities and Investments\nCommission.\ncarried over provision:\n(a) of the old corporations legislation means a provision of that\nlegislation that:\n(i) was in force immediately before the relevant time; and\n(ii) corresponds to a provision of the new corporations\nlegislation; and\n(b) of the old ASIC legislation means a provision of that legislation\nthat:\n(i) was in force immediately before the relevant time; and\n(ii) corresponds to a provision of the new ASIC legislation.\nco-operative scheme law means any of the following laws:\n(a) Companies (Application of Laws) Act 1986;\n(b) Companies (Northern Territory) Code;\n(c) Companies (Acquisition of Shares)(Application of Laws)\nAct 1986;\n(d) Companies (Acquisition of Shares) (Northern Territory) Code;\n(e) Companies and Securities (Interpretation and Miscellaneous\nProvisions) (Application of Laws) Act 1986;\n(f) Companies and Securities (Interpretation and Miscellaneous\nProvisions) (Northern Territory) Code;\n(g) Securities Industry (Application of Laws) Act 1986;\n\nPart 1 Preliminary\nCorporations Reform (Northern Territory) Act 2001 3\n(h) Securities Industry (Northern Territory) Code;\n(i) Futures Industry (Application of Laws) Act 1986;\n(j) Futures Industry (Northern Territory) Code.\nCorporations Law of the Northern Territory means the\nCorporations Law set out in section 82 of the Corporations Act 1989\n(Cth) applying as a law of the Northern Territory under section 7 of\nthe old application Act.\ncorresponds derives its meaning from the meaning of a\ncorresponding provision in section 5.\ninstrument includes an instrument of a legislative or administrative\ncharacter.\nliability includes a duty or obligation.\nmade includes issued, given or published.\nnational scheme law of this jurisdiction means:\n(a) the Corporations (Northern Territory) Act 1990;\n(b) the old Corporations Law; or\n(c) the old ASIC Law.\nnew ASIC Act means the Australian Securities and Investments\nCommission Act 2001 (Cth).\nnew ASIC legislation means:\n(a) the new ASIC Act;\n(b) the new ASIC Regulations (as amended and in force from\ntime to time) and any other regulations made under the new\nASIC Act;\n(c) the laws of the Commonwealth referred to in paragraph (a)(ii)\nand (in relation to the Northern Territory) paragraph (b)(iii) of\nthe definition of old ASIC legislation in section 254(1) of the\nnew ASIC Act, being those laws as they apply after the\nrelevant time; and\n(d) the preserved instruments.\nnew ASIC Regulations means the old ASIC Regulations that,\nbecause of section 264 of the new ASIC Act, have effect as if they\nwere made under section 251 of that Act.\n\nPart 1 Preliminary\nCorporations Reform (Northern Territory) Act 2001 4\nnew Corporations Act means the Corporations Act 2001 (Cth).\nnew corporations legislation means:\n(a) the new Corporations Act;\n(b) the new Corporations Regulations (as amended and in force\nfrom time to time) and any other regulations made under the\nnew Corporations Act;\n(c) the laws of the Commonwealth referred to (in relation to the\nNorthern Territory) in paragraph (c) of the definition of old\ncorporations legislation in section 1371(1) of the new\nCorporations Act, being those laws as they apply after the\nrelevant time; and\n(d) the preserved instruments.\nnew Corporations Regulations means the old Corporations\nRegulations that, because of section 1380 of the new Corporations\nAct, have effect as if they were made under section 1364 of that\nAct.\nold application Act means the Corporations (Northern Territory)\nAct 1990 as in force from time to time before the relevant time.\nold ASIC Act means the Australian Securities and Investments\nCommission Act 1989 (Cth) as in force from time to time before the\nrelevant time.\nold ASIC Law means the old ASIC Act, other than the excluded\nprovisions specified in section 58(2) of the old application Act, from\ntime to time applying before the relevant time as the ASIC Law of\nthe Northern Territory within the meaning of section 58 of the old\nApplication Act.\nold ASIC legislation means:\n(a) the old ASIC Law and the old ASIC Regulations, and any\ninstruments made under that Law or those Regulations;\n(b) the old application Act, and any instruments made under that\nAct, as applying in relation to the old ASIC Law and the old\nASIC Regulations from time to time before the relevant time;\nand\n(c) the laws of the Commonwealth as applying in relation to the\nold ASIC Law and the old ASIC Regulations from time to time\nbefore the relevant time as laws of, or for the government of,\nthe Northern Territory because of Part 8 of the old application\n\nPart 1 Preliminary\nCorporations Reform (Northern Territory) Act 2001 5\nAct, and any instruments made under those laws as so\napplying.\nold ASIC Regulations means the regulations in force under\nsection 251 of the old ASIC Act applying from time to time before\nthe relevant time as the ASIC Regulations of the Northern Territory\nwithin the meaning of section 59 of the old application Act.\nold Corporations Law means the Corporations Law of the\nNorthern Territory as in force from time to time, before the relevant\ntime.\nold corporations legislation means:\n(a) the old Corporations Law and the old Corporations\nRegulations, and any instruments made under that Law or\nthose Regulations;\n(b) the old application Act, and any instruments made under that\nAct, as applying in relation to the old Corporations Law and\nthe old Corporations Regulations from time to time before the\nrelevant time; and\n(c) the laws of the Commonwealth as applying in relation to the\nold Corporations Law and the old Corporations Regulations\nfrom time to time before the relevant time as laws of, or for the\ngovernment of, the Northern Territory because of Part 8 of the\nold application Act, and any instruments made under those\nlaws as so applying.\nold Corporations Regulations means the regulations in force\nunder section 22 of the Corporations Act 1989 (Cth) applying from\ntime to time before the relevant time as the Corporations\nRegulations of the Northern Territory within the meaning of section\n8 of the old application Act.\norder, in relation to a court, includes any judgment, conviction or\nsentence of the court.\npreserved instrument means:\n(a) in relation to the new corporations legislation – an instrument\nthat, because of section 1399 of the new Corporations Act,\nhas effect after the relevant time as if it were made under a\nprovision of the new corporations legislation; and\n(b) in relation to the new ASIC legislation – an instrument that,\nbecause of section 275 of the new ASIC Act, has effect after\nthe relevant time as if it were made under a provision of the\nnew ASIC legislation.\n\nPart 1 Preliminary\nCorporations Reform (Northern Territory) Act 2001 6\nprevious Northern Territory corporations law means:\n(a) the Companies Act 1963;\n(b) the Marketable Securities Act 1971;\n(c) a co-operative scheme law; or\n(d) any other Act, or provision of an Act, specified by the\nregulations under subsection (2).\nprovision of a law includes any portion of the law.\nreferring State has the same meaning as in section 4 of the new\nCorporations Act.\nrelevant time means the time when the new Corporations Act, as\noriginally enacted, comes into operation.\nright includes an interest or status.\n(2) The Regulations may provide that a specified Act, or a specified\nprovision of an Act, is a previous Northern Territory corporations\nlaw for the purposes of this Act.\n5 Corresponding provision\n(1) For the purposes of this Act, a provision (the old provision) of the\nold corporations legislation or the old ASIC legislation corresponds\nto a provision (the new provision) the new corporations legislation\nor the new ASIC legislation (and vice versa) if:\n(a) the old provision and the new provision are substantially the\nsame, unless the Regulations specify that the 2 provisions do\nnot correspond; or\n(b) the Regulations specify that the 2 provisions correspond.\n(2) For the purposes of this Act, a provision (the old provision) of a\nprevious Northern Territory corporations law corresponds to a\nprovision (the new provision) of a national scheme law of this\njurisdiction (and vice versa) if:\n(a) the old provision and the new provision are substantially the\nsame, unless the regulations specify that the 2 provisions do\nnot correspond; or\n(b) the regulations specify that the 2 provisions correspond.\n\nPart 1 Preliminary\nCorporations Reform (Northern Territory) Act 2001 7\n(3) For the purposes of subsection (1)(a) or (2)(a), differences of all or\nany of the following kinds are not sufficient to mean that\n2 provisions are not substantially the same:\n(a) differences in the numbering of the provisions;\n(b) differences of a minor technical nature (for example,\ndifferences in punctuation, or differences that are attributable\nto the correction of incorrect cross references);\n(c) the fact that one of the provisions refers to a corresponding\nprevious law and the other does not;\n(d) for the purposes of subsection (1)(a), the fact that:\n(i) the old provision allowed a court to exercise powers on\nits own motion but the new provision does not;\n(ii) the old provision required a court to apply a criterion of\npublic interest but the new provision requires a court to\napply a criterion of justice and equity; or\n(iii) the new provision requires ASIC to take account of\npublic interest but the old provision did not;\n(e) for the purposes of subsection (1)(a), other differences that\nare attributable to the fact that the new corporations legislation\nand the new ASIC legislation apply as Commonwealth laws in\nthe Northern Territory and the States and other Territories of\nthe Commonwealth;\n(f) other differences of a kind prescribed by the Regulations for\nthe purposes of this paragraph.\n(4) Subsection (3) is not intended to otherwise limit the circumstances\nin which 2 provisions are, for the purposes of subsection (1)(a)\nor (2)(a), substantially the same.\n(5) The Regulations may provide that:\n(a) a specified provision of the old corporations legislation does,\nor does not, correspond to a specified provision of the new\ncorporations legislation;\n(b) a specified provision of the old ASIC legislation does, or does\nnot, correspond to a specified provision of the new ASIC\nlegislation; or\n\nPart 2 Repeal\nCorporations Reform (Northern Territory) Act 2001 8\n(c) a specified provision of a previous Northern Territory\ncorporations law does, or does not, correspond to a specified\nprovision of a national scheme law of this jurisdiction.\n6 Operation of Act\nThis Act has effect despite any provision of the old application Act\nor of an applicable provision of the Northern Territory.\nPart 2 Repeal\n7 Repeal of Acts\n(1) The Acts specified in Schedule 1 are repealed.\n(2) The effect of the repeal of a national scheme law of this jurisdiction\nunder subsection (1) is that which would have resulted had this Act\nand that law been Commonwealth Acts in relation to which the Acts\nInterpretation Act 1901 (Cth) as in force on 1 November 2000\napplied.\nNote: Part III of the Acts Interpretation Act 1901 (Cth) contains provisions dealing\nwith the effect of the repeal of an Act. These provisions protect accrued rights\nand liabilities and allow legal proceedings in respect of them to be commenced or\ncontinued. However, this section and section 9 have the effect of cancelling\ncertain rights and liabilities and terminating certain legal proceedings.\n8 Extinguishing rights and liabilities, and terminating\nproceedings, dealt with by new Corporations legislation\n(1) If, by force of:\n(a) Chapter 10 of the new Corporations Act; or\n(b) Part 16 of the new ASIC Act,\na person acquires, accrues or incurs a right or liability in substitution\nfor a pre-commencement right or liability, the pre-commencement\nright or liability is cancelled at the relevant time.\n(2) A proceeding in a court that:\n(a) was started before the relevant time;\n(b) was:\n(i) under a provision of the old corporations legislation or\nthe old ASIC legislation; or\n\nPart 2 Repeal\nCorporations Reform (Northern Territory) Act 2001 9\n(ii) brought as, or connected with, a prosecution for an\noffence against a provision of the old corporations\nlegislation or the old ASIC legislation;\n(c) was a proceeding to which section 1383 of the new\nCorporations Act or section 267 of the new ASIC Act applies;\nand\n(d) had not been concluded or terminated before the relevant\ntime,\nis terminated at the relevant time.\n(3) If, by force of a Commonwealth Act (other than the new\nCorporations Act) referred to in section 1393 to 1396 (inclusive) of\nthe new Corporations Act, a person becomes liable to pay an\namount that is the same as, and is in respect of the same matter\nas, an amount (pre-commencement amount) that was payable by\nthe person before the relevant time under a provision of the old\ncorporations legislation, the person's liability to pay the\npre-commencement amount is cancelled at the relevant time.\n(4) This section has effect despite Part III of the Acts Interpretation\nAct 1901 (Cth) as in force on 1 November 2000.\n(5) In this section, pre-commencement right or liability means a right\nor liability, whether civil or criminal, other than a right or liability\nunder an order made by a court before the relevant time or a\nliability referred to in subsection 1397(4) of the new Corporations\nAct, that:\n(a) was acquired, accrued or incurred under:\n(i) a carried over provision of the old corporations\nlegislation or the old ASIC legislation; or\n(ii) a provision of the old corporations legislation or the old\nASIC legislation that was no longer in force immediately\nbefore the relevant time; and\n(b) was in existence immediately before the relevant time.\n\nPart 3 Transitional provisions\nDivision 1 Transitional arrangements for national scheme laws\nCorporations Reform (Northern Territory) Act 2001 10\nPart 3 Transitional provisions\nDivision 1 Transitional arrangements for national scheme\nlaws\n9 Certain provisions of Northern Territory law taken to operate\ndespite national scheme law\n(1) Any provision of a relevant law of the Northern Territory that:\n(a) makes (or, if not in force, would make on coming into force)\nprovision in relation to a matter in a manner that is\ninconsistent with a provision or provisions of a national\nscheme law of this jurisdiction; or\n(b) but for the operation of section 5 of the old application Act\nwould have made (or, if not in force, would have made on\ncoming into force) provision in relation to a matter in a manner\nthat is inconsistent with a provision or provisions of a national\nscheme law of this jurisdiction,\nis declared by this subsection to have effect despite the provision or\nprovisions of the national scheme law of this jurisdiction with which\nit is inconsistent and as if the relevant law, or (in the case of a\nrelevant law that is not an Act) the Act under which the relevant law\nwas made, had itself provided expressly for this outcome.\nNote: Section 5G of the new Corporations Act only applies to a provision of a\nNorthern Territory law that is inconsistent with a provision of the Corporations\nlegislation to which Part 1.1A of that Act applies if that provision operated,\nimmediately before the commencement of that Act, despite the provision of the\nold Corporations Law or the old ASIC Law that corresponds to the\nCommonwealth provision.\n(2) Any provision of a relevant law of the Northern Territory that\nprovides that the whole of a previous Northern Territory\ncorporations law or a specified provision of a previous Northern\nTerritory corporations law does not apply to a matter is declared by\nthis subsection to also provide that the whole of the old\nCorporations Law and the old ASIC Law or the corresponding\nprovision (if any) of the old Corporations Law or the old ASIC Law\n(as the case requires) does not apply to that matter.\nNote: Under section 5F(4) of the new Corporations Act if the old Corporations\nLaw or the old ASIC law, or a provision of that Law, did not apply to a matter\nimmediately before the commencement of that Act, then the Corporations\nlegislation to which Part 1.1A of that Act applies, or the corresponding provision\nof that legislation, does not apply to the matter.\n\nPart 3 Transitional provisions\nDivision 1 Transitional arrangements for national scheme laws\nCorporations Reform (Northern Territory) Act 2001 11\n(3) Subsection (1) or (2) does not apply to a provision of a relevant law\nof the Northern Territory (or a class of provisions of relevant laws of\nthe Northern Territory) specified by the Regulations as a provision\n(or class of provisions) to which the subsection does not apply.\n(4) For the purposes of subsection (1), a provision of a relevant law of\nthe Northern Territory is inconsistent with a provision of a national\nscheme law of this jurisdiction if it would be inconsistent within the\nmeaning of section 109 of the Constitution of the Commonwealth of\nAustralia if the national scheme law were an Act of the\nCommonwealth and the provision of the relevant law were a law of\na State of the Commonwealth.\n(5) Nothing in this section affects the operation of section 6 of the old\napplication Act in relation to an Act enacted before the\ncommencement of that section or an instrument made under such\nan Act.\n(6) In this section:\nmatter includes act, omission, body, person or thing.\nrelevant law of the Northern Territory means a law of the\nNorthern Territory enacted or made before the relevant time\n(whether or not it is in force before that time) other than a national\nscheme law of this jurisdiction or a previous Northern Territory\ncorporations law.\n10 Court proceedings and orders\n(1) This section applies to a proceeding, whether criminal or civil, in\nrelation to which the following paragraphs are satisfied:\n(a) the proceeding was started in a court before the relevant time;\n(b) the proceeding was:\n(i) under a provision of the old corporations legislation or\nthe old ASIC legislation; or\n(ii) brought as, or connected with, a prosecution for an\noffence against a provision of the old corporations\nlegislation or the old ASIC legislation;\n(c) the proceeding was not a proceeding to which section 1383\nor 1384 of the new Corporations Act or section 267 or 268 of\nthe new ASIC Act applies;\n(d) the proceeding had not been concluded or terminated before\nthe relevant time.\n\nPart 3 Transitional provisions\nDivision 1 Transitional arrangements for national scheme laws\nCorporations Reform (Northern Territory) Act 2001 12\n(2) Without limiting section 7 but subject to subsection (3), a\nproceeding to which this section applies may be continued, and any\norder made by a court in such a proceeding may be appealed\nagainst, reviewed or enforced as if section 7 had not been enacted\nand the new corporations legislation and the new ASIC legislation\nhad not commenced.\n(3) Nothing in this Part, section 7, the Regulations or the Acts\nInterpretation Act 1901 (Cth) as in force on 1 November 2000\noperates to preserve the effect of an order to which section 1383(5)\nof the new Corporations Act or section 267(5) of the new ASIC Act\napplies and, at the relevant time, that order ceases to have effect\nas an order of the court by which it was made and any proceeding\nin relation to such an order is terminated.\n(4) To avoid doubt, Part 9 of the old application Act continues to have\nthe same application to a proceeding to which this section applies\nas it did before the relevant time.\n(5) In this section, proceeding includes:\n(a) a proceeding by way of appeal against, or otherwise seeking\nreview of, an order made by a court;\n(b) a proceeding to enforce an order made by a court; and\n(c) any other proceeding in respect of a breach of an order made\nby a court.\n11 Existing rules of court continue to have effect\nThe rules of court made under section 51 of the old application Act\nand all other enabling powers, as in force immediately before the\nrelevant time, continue to have effect (and may be dealt with) at\nand after the relevant time as if:\n(a) they were rules of court in force under section 29; and\n(b) they were made for the purposes of the provisions of the\ncorporations legislation (within the meaning of section 29) that\ncorrespond to the provisions of the old Corporations Law for\nwhich they were made.\n\nPart 3 Transitional provisions\nDivision 1 Transitional arrangements for national scheme laws\nCorporations Reform (Northern Territory) Act 2001 13\n12 References in Acts or instruments to old corporations\nlegislation or old ASIC legislation\n(1) Subject to subsections (2) and (3), a reference in, or taken\nimmediately before the relevant time to be in, an Act, an instrument\nmade under an Act or a law applying as a law of the Northern\nTerritory by force of an Act to:\n(a) a law, regulations or instrument specified in column 1 of the\ntable in Schedule 2 is taken, at and after the relevant time, to\ninclude a reference to the Act, regulations or instrument of the\nkind specified opposite it in column 2 of the table; or\n(b) a provision or group of provisions of a law, regulations or\ninstrument of a kind specified in column 1 of the table in\nSchedule 2 is taken, at and after the relevant time, to include a\nreference to the corresponding provision or provisions (if any)\nof the Act, regulations or instrument specified opposite it in\ncolumn 2 of the table.\n(2) The Regulations may:\n(a) provide that subsection (1) does not apply in relation to\nprescribed references or references of a prescribed kind:\n(i) in prescribed Acts or instruments made under Acts;\n(ii) in prescribed laws applying as laws of the Northern\nTerritory by force of an Act; or\n(iii) in Acts, instruments made under Acts, or laws applying\nas laws of the Northern Territory by force of an Act, of a\nprescribed kind; or\n(b) provide that subsection (1) applies in relation to prescribed\nreferences or references of a prescribed kind:\n(i) in prescribed Acts or instruments made under Acts; or\n(ii) in prescribed laws applying as laws of the Northern\nTerritory by force of an Act; or\n(iii) in Acts, instruments made under an Act, or laws applying\nas laws of the Northern Territory by force of an Act, of a\nprescribed kind,\nas if, in that subsection, the words to be a reference were\nsubstituted for the words to include a reference.\n\nPart 3 Transitional provisions\nDivision 1 Transitional arrangements for national scheme laws\nCorporations Reform (Northern Territory) Act 2001 14\n(3) Subsection (1) does not apply in relation to references in, or taken\nimmediately before the relevant time to be in:\n(a) the old application Act or an applicable provision of the\nNorthern Territory;\n(b) a previous Northern Territory corporations law or an\ninstrument made under a previous Northern Territory\ncorporations law;\n(c) this Act or the Regulations;\n(d) the Corporations Reform (Consequential Amendments NT)\nAct 2001;\n(e) the Interpretation Act 1978;\n(f) any other Act, or any provision of an Act, or any kind of Act or\nprovision of an Act, specified by the Regulations;\n(g) an instrument made under an Act, or any provision of an\ninstrument made under an Act, or any kind of instrument made\nunder an Act or provision of an instrument made under an Act,\nspecified by the Regulations; or\n(h) a law applying as a law of the Northern Territory by force of an\nAct, or any provision of a law applying as a law of the Northern\nTerritory by force of an Act, or any kind of a law applying as a\nlaw of the Northern Territory by force of an Act or provision of\na law applying as a law of the Northern Territory, specified by\nthe Regulations.\n(4) For the purposes of this Act, the Regulations may provide that a\nreference of a specified kind in, or taken immediately before the\nrelevant time to be in, a specified Act or instrument made under an\nAct or a specified law applying as a law of the Northern Territory by\nforce of an Act is to be taken to be the reference of the kind\nspecified in relation to the reference in the Regulations.\n(5) An express reference in an Act, an instrument made under an Act\nor a law applying a law of the Northern Territory by force of an Act\nto:\n(a) an Act, regulations or other instrument forming part of the new\ncorporations legislation or the new ASIC legislation; or\n(b) a provision or group of provisions of such an Act, regulations\nor other instrument,\n\nPart 3 Transitional provisions\nDivision 1 Transitional arrangements for national scheme laws\nCorporations Reform (Northern Territory) Act 2001 15\nis taken, in relation to events, circumstances or things that\nhappened or arose at a time before the relevant time, to include\n(unless the contrary intention appears or the context of the\nreference otherwise requires) a reference to the corresponding\nprovision or provisions of the old corporations legislation, or the old\nASIC legislation (as the case requires) of this jurisdiction and of\neach other jurisdiction referred to in sections 12(2) and (3)\nand 64(2) and (3) of the old application Act.\n(6) The Regulations may:\n(a) provide that subsection (5) does not apply in relation to\nprescribed references or references of a prescribed kind:\n(i) in prescribed Acts or instruments made under Acts; or\n(ii) in prescribed laws applying as laws of the Northern\nTerritory by force of an Act; or\n(iii) in Acts, instruments made under Acts, or laws applying\nas laws of the Northern Territory by force of an Act, of a\nprescribed kind; or\n(b) provide that subsection (5) applies in relation to prescribed\nreferences or references of a prescribed kind:\n(i) in prescribed Acts or instruments made under Acts;\n(ii) in prescribed laws applying as laws of the Northern\nTerritory by force of an Act; or\n(iii) in Acts, instruments made under Acts, or laws applying\nas laws of the Northern Territory by force of an Act, of a\nprescribed kind,\nas if, in that subsection, the words \"of a jurisdiction specified\nby the regulations\" were substituted for the words \"of this\njurisdiction and of each other jurisdiction referred to in\nsections 12(2) and (3) and 64(2) and (3) of the old application\nAct\".\n13 References to companies incorporated in a State or Territory\n(1) Unless the contrary intention appears and subject to\nsubsections (2) and (4), a reference (however expressed) in, or\ntaken immediately before the relevant time to be in, an Act, an\ninstrument made under an Act or a law applying as a law of the\nNorthern Territory by force of an Act to:\n\nPart 3 Transitional provisions\nDivision 1 Transitional arrangements for national scheme laws\nCorporations Reform (Northern Territory) Act 2001 16\n(a) a company (within the meaning of the Corporations Law of the\nNorthern Territory or of a State or another Territory of the\nCommonwealth) incorporated in the Northern Territory or that\nState or other Territory;\n(b) a company that is incorporated under the Corporations Law of\nthe Northern Territory or of a State or another Territory of the\nCommonwealth;\n(c) a company that is registered or taken to be registered under\nthe Corporations Law of the Northern Territory or of a State or\nanother Territory of the Commonwealth; or\n(d) a body that is taken to be registered as a company under the\nCorporations Law of the Northern Territory or of a State or\nanother Territory of the Commonwealth,\nis taken, after the relevant time, to be a reference to a company\nthat, under section 119A or 1378(4) of the new Corporations Act, is\ntaken to be registered in the Northern Territory or that State or other\nTerritory, as the case requires.\n(2) Unless the contrary intention appears and subject to subsection (4),\na reference (however expressed) in, or taken immediately before\nthe relevant time to be in, an Act, an instrument made under an Act\nor a law applying as a law of the Northern Territory by force of an\nAct to a foreign company (within the meaning of the Corporations\nLaw of the Northern Territory or of a State or another Territory of\nthe Commonwealth) is taken, after the relevant time, to be a\nreference to a foreign company within the meaning of the new\nCorporations Act.\n(3) Unless the contrary intention appears and subject to subsection (4),\na reference (however expressed) in, or taken immediately before\nthe relevant time to be in, an Act, an instrument made under an Act\nor a law applying as a law of the Northern Territory by force of an\nAct to the jurisdiction of incorporation of a corporation, being a\ncompany registered or taken to be registered under the\nCorporations Law of the Northern Territory or of a State or another\nTerritory of the Commonwealth, is taken, after the relevant time, to\nbe a reference to the State or Territory in which the corporation is\ntaken to be registered under section 119A or 1378(4) of the new\nCorporations Act.\n(4) The Regulations may:\n(a) provide that subsection (1), (2) or (3) does not apply in relation\nto prescribed references, or references of a prescribed kind:\n(i) in prescribed Acts or instruments made under Acts;\n\nPart 3 Transitional provisions\nDivision 2 Transitional arrangements for co-operative scheme laws\nCorporations Reform (Northern Territory) Act 2001 17\n(ii) in prescribed laws applying as laws of the Northern\nTerritory by force of an Act; or\n(iii) in Acts, instruments made under Acts or laws applying\nas laws of the Northern Territory by force of an Act, of a\nprescribed kind; or\n(b) provide that subsection (1), (2) or (3) applies in relation to\nprescribed references or references of a prescribed kind:\n(i) in prescribed Acts or instruments made under Acts;\n(ii) in prescribed laws applying as laws of the Northern\nTerritory by force of an Act; or\n(iii) in Acts, instruments made under Acts, or laws applying\nas laws of the Northern Territory by force of an Act, of a\nprescribed kind,\nas if, in that subsection, the words \"to include a reference\" were\nsubstituted for the words \"to be a reference\".\nDivision 2 Transitional arrangements for co-operative\nscheme laws\n14 Definition\nIn this Division, Corporations Law commencement means\n1 January 1991 (which is the day the Corporations (Northern\nTerritory) Act 1990 commenced).\n15 Winding up started before commencement\n(1) The provisions of the new Corporations Act with respect to winding\nup do not apply to any body corporate whose winding up was\nstarted before the Corporations law commencement.\n(2) If a body corporate's winding up started before the Corporations\nLaw commencement under a law in force in the Northern Territory:\n(a) the body corporate is to be wound up in the same manner,\nand with the same incidents, as if the Companies Act 1981\n(Cth) had not been repealed and the Corporations Act 1989\n(Cth) had not been enacted; and\n(b) for the purposes of the winding up, the Companies Act 1981\n(Cth) applies, with such modifications as the circumstances\nrequire, as if a reference in that Act to the NCSC were, except\nin relation to a time before that commencement, a reference to\nthe ASIC.\n\nPart 3 Transitional provisions\nDivision 2 Transitional arrangements for co-operative scheme laws\nCorporations Reform (Northern Territory) Act 2001 18\n16 Companies Liquidation Account\n(1) In this section, relevant money means:\n(a) money that, immediately before the Corporations Law\ncommencement, stood to the credit of the Companies\nLiquidation Account established by section 428 of the\nCompanies Act 1981 (Cth); and\n(b) money that, after the Corporations Law commencement, was\nor is paid into the Companies Liquidation Account under the\nprovisions of the Companies Act 1981 (Cth) that were taken to\ncontinue in force after the Corporations Law commencement\nfor the purposes of windings up started before that\ncommencement.\n(2) Relevant money is to be dealt with in accordance with section 427\nof the Companies Act 1981 (Cth).\n17 General\n(1) If, immediately before the commencement of the new Corporations\nAct, an Act that is a co-operative scheme law repealed under\nsection 7 and that applied to a matter in the Northern Territory, that\nAct:\n(a) continues to apply to that matter after that commencement\ndespite its repeal; and\n(b) if that Act applied to that matter immediately before that\ncommencement with particular modifications – continues to\napply to the matter with the same modifications.\n(2) For the purposes of subsection (1), if a company was dissolved\nbefore the Corporations Law commencement, the Companies\nAct 1981 (Cth) is taken to have applied to the dissolution\nimmediately before the commencement of the new Corporations\nAct.\n\nPart 3 Transitional provisions\nDivision 3 Functions etc. of Commonwealth agencies in relation to transitional\narrangements for national scheme laws\nCorporations Reform (Northern Territory) Act 2001 19\nDivision 3 Functions etc. of Commonwealth agencies in\nrelation to transitional arrangements for national\nscheme laws\n18 Definitions\nIn this Division:\nauthority, in relation to the Commonwealth, includes:\n(a) a body corporate, or an unincorporated body, established for a\npublic purpose by or in accordance with an Act of the\nCommonwealth;\n(b) the Administrative Review Tribunal established by the\nAdministrative Review Tribunal Act 2024 (Cth);\n(c) the Australian Federal Police; and\n(d) any other court, tribunal or authority established by or in\naccordance with an Act of the Commonwealth.\nnon-federal proceeding means:\n(a) a proceeding in relation to which:\n(i) sections 1383(1)(a), (b) and (d) of the Corporations\nAct 2001 are satisfied but section 1383(1)(e) of that Act\nis not satisfied; or\n(ii) sections 267(1)(a), (b) and (d) of the Australian\nSecurities and Investments Commission Act 2001 (Cth)\nare satisfied but section 267(1)(e) of that Act is not\nsatisfied;\n(b) an enforcement proceeding, or an appeal or review\nproceeding, in relation to an order of a court made before the\ncommencement in relation to a proceeding that was:\n(i) under a provision of the old corporations legislation;\n(ii) brought as, or connected with, a prosecution for an\noffence against a provision of the old corporations\nlegislation;\n(iii) under a provision of the old ASIC legislation; or\n(iv) brought as, or connected with, a prosecution for an\noffence against a provision of the old ASIC legislation; or\n\nPart 3 Transitional provisions\nDivision 3 Functions etc. of Commonwealth agencies in relation to transitional\narrangements for national scheme laws\nCorporations Reform (Northern Territory) Act 2001 20\n(c) an enforcement proceeding, or an appeal or review\nproceeding, in relation to an order of a court made after the\ncommencement in relation to a proceeding referred to in\nparagraph (a).\nofficer, in relation to the Commonwealth, includes:\n(a) a Minister of the Commonwealth;\n(b) a person holding:\n(i) an office established by or under an Act of the\nCommonwealth;\n(ii) an appointment made under an Act of the\nCommonwealth; or\n(iii) an appointment made by the Governor-General or a\nMinister of the Commonwealth but not under an Act;\n(c) a member or special member of the Australian Federal Police;\n(d) the Director of Public Prosecutions within the meaning of the\nDirector of Public Prosecutions Act 1983 (Cth);\n(e) the Commonwealth Ombudsman within the meaning of the\nOmbudsman Act 1976 (Cth);\n(f) the Privacy Commissioner appointed under the Privacy\nAct 1988 (Cth);\n(g) a Special Prosecutor appointed under the Special Prosecutors\nAct 1982 (Cth);\n(h) any other person who is a member or officer of an authority of\nthe Commonwealth; and\n(i) any other person who is in the service or employment of the\nCommonwealth, or of an authority of the Commonwealth, or is\nemployed or engaged under an Act of the Commonwealth.\ntransitional national scheme function or power means a\nfunction or power in relation to a non-federal proceeding that is\nexpressed to be conferred by or under a law of the Northern\nTerritory.\n\nPart 4 Application of Commonwealth Corporations legislation to Territory matters\nCorporations Reform (Northern Territory) Act 2001 21\n19 Continuing functions etc. of Commonwealth agencies under\nnational scheme laws\n(1) Commonwealth authorities and officers:\n(a) have the transitional national scheme powers and functions;\nand\n(b) may perform the functions and exercise the powers imposed\nand conferred on them by virtue of Division 1.\n(2) A Commonwealth authority or officer:\n(a) is not subject to any directions in relation to the performance\nor exercise of a transitional national scheme function or\npower; and\n(b) is not under a duty to perform or exercise a transitional\nnational scheme function or power.\n(3) Subsection (2) does not apply to ASIC.\nPart 4 Application of Commonwealth Corporations\nlegislation to Territory matters\n20 Definitions\nIn this Part:\napplied law means a provision or provisions of the Corporations\nlegislation, or of an Act, regulations or other instrument forming part\nof the Corporations legislation, that this Part applies to a matter as if\nthe provision or provisions were a law or laws of the Northern\nTerritory.\nconfer includes impose.\nCorporations legislation means the Corporations legislation to\nwhich Part 1.1A of the new Corporations Act applies.\ndeclaratory provision means a provision of a law of the Northern\nTerritory to which this Division applies by operation of section 21.\nfunction includes a power.\nmatter includes act, omission, body, person or thing.\nmodification includes addition, exception, omission or substitution.\nperform includes exercise.\n\nPart 4 Application of Commonwealth Corporations legislation to Territory matters\nCorporations Reform (Northern Territory) Act 2001 22\n21 Northern Territory provisions to which this Part applies\n(1) This Part applies to a provision of a law of the Northern Territory if\nthe provision declares a matter to be an applied Corporations\nlegislation matter for the purposes of this Part in relation to any of\nthe following (whether with or without modifications):\n(a) the whole of the Corporations legislation;\n(b) a specified Act, regulations or other instrument forming part of\nthe Corporations legislation;\n(c) a specified provision or provisions of the Corporations\nlegislation or of an Act, regulations or other instrument forming\npart of the Corporations legislation.\n(2) Subsection (1) does not apply to a provision of a law of the\nNorthern Territory to the extent that it declares a matter to be an\napplied Corporations legislation matter for the purposes of this Part\nin relation to a provision or provisions of the Corporations\nlegislation, or of an Act, regulations or other instrument forming part\nof the Corporations legislation, that already applies to the matter as\na law of the Commonwealth.\n22 Effect of declaratory provisions\n(1) Subject to this Part, a declaratory provision has effect in relation to\na matter as follows:\n(a) if the declaratory provision is one to which section 21(1)(a)\napplies – the whole of the Corporations legislation applies to\nthe matter as if it were a law of the Northern Territory;\n(b) if the declaratory provision is one to which section 21(1)(b)\napplies – the Act, regulations or other instrument specified by\nthe declaratory provision applies or apply to the matter as if it\nor they were a law or laws of the Northern Territory;\n(c) if the declaratory provision is one to which section 21(1)(c)\napplies – the provision or provisions specified by the\ndeclaratory provision applies or apply in relation to the matter\nas if it or they were a law or laws of the Northern Territory.\n(2) A provision applied to a matter by a declaratory provision, or taken\nby force of section 26(1) to apply to the matter, is applied as in\nforce for the time being unless the declaratory provision applies it\nas in force at a particular time specified by the declaratory\nprovision.\n\nPart 4 Application of Commonwealth Corporations legislation to Territory matters\nCorporations Reform (Northern Territory) Act 2001 23\n23 Modifications to applied law\n(1) This Part operates to apply a provision of the Corporations\nlegislation, or of an Act, regulations or other instrument forming part\nof the Corporations legislation, as a law of the Northern Territory\nsubject to the following modifications:\n(a) any modifications specified by or under the law containing the\ndeclaratory provision;\n(b) a reference to ASIC is (unless a function under an applied law\nis conferred on ASIC as referred to in section 24) taken to be\na reference to:\n(i) the Minister administering the declaratory provision or\nanother person (or person belonging to a class of\npersons) specified by the Regulations (whether generally\nor in relation to a particular applied law); or\n(ii) any other person specified by or under the declaratory\nprovision;\n(c) a reference to the Gazette is a reference to the Gazette as\ndefined in section 18 of the Interpretation Act 1978;\n(d) a reference to the Minister is a reference to the Minister\nadministering the declaratory provision;\n(e) a reference to this jurisdiction is a reference to the Northern\nTerritory;\n(f) any other modifications that are necessary or that are\nprescribed by Regulations made under this Act, whether\ngenerally or in relation to a particular applied law.\n(2) Any power to make regulations under an Act containing a\ndeclaratory provision extends to the making of regulations\nspecifying modifications for the purposes of this Part.\n(3) Except as provided by subsection (1), definitions and other\ninterpretation provisions of the Corporations legislation, or of the\nAct, regulations or other instrument forming part of the Corporations\nlegislation, relevant to the applied law are taken also to apply to the\nmatter that is the subject of the declaratory provision.\n(4) This section has effect subject to sections 24 to 27 (inclusive).\n\nPart 4 Application of Commonwealth Corporations legislation to Territory matters\nCorporations Reform (Northern Territory) Act 2001 24\n24 Conferral of functions on ASIC\n(1) Neither a declaratory provision nor an applied law operates to\nconfer a function on ASIC in relation to the applied law unless:\n(a) the declaratory provision provides for ASIC to perform that\nfunction pursuant to an agreement or arrangement of the kind\nreferred to in section 11(8) or (9A)(b) of the new ASIC Act;\nand\n(b) ASIC is authorised to perform that function under section 11 of\nthe new ASIC Act.\n(2) If a declaratory provision operates to confer a function on ASIC in\nrelation to an applied law, the conferral of that function is taken not\nto impose a duty to perform that function despite anything to the\ncontrary in the applied law.\n25 Conferral of functions on Northern Territory courts\nAn applied law that confers a function or duty on a court or on the\nCourt is taken to confer that function or duty (along with the\njurisdiction to exercise that function or duty) on the Supreme Court\nor such other court of the Northern Territory specified by or under\nthe declaratory provision.\n26 Implied application of regulations and other provisions of\nCorporations legislation\n(1) Unless a declaratory provision provides otherwise, the following\nprovisions of the Corporations legislation, or of an Act, regulations\nor other instrument forming part of the Corporations legislation, are\nalso taken to apply to a matter that is the subject of a declaratory\nprovision as if they were laws of the Northern Territory:\n(a) the provisions of any regulations made under the applied law;\n(b) any provision of the Corporations legislation, or of an Act,\nregulations or other instrument forming part of the\nCorporations legislation, that creates an offence in relation to\na contravention of the applied law or specifies the penalty for\nan offence created by a provision of the applied law;\n(c) the provisions of Part 9.4B (Civil consequences of\ncontravening civil penalty provisions) of the new Corporations\nAct for the purposes of any provision of the applied law that is\na civil penalty provision within the meaning of that Part.\n\nPart 4 Application of Commonwealth Corporations legislation to Territory matters\nCorporations Reform (Northern Territory) Act 2001 25\n(2) The Regulations may prescribe modifications (whether generally or\nin relation to a particular applied law) of any of the provisions that\nare also taken to apply to a matter by force of subsection (1) for the\npurposes of that application.\n27 Proceedings for offences\n(1) Proceedings for an offence against an applied law may be dealt\nwith as an offence against a law of the Northern Territory.\n(2) For the purposes of an offence against an applied law:\n(a) the amount of a penalty unit specified in relation to that\noffence by the applied law, or a provision taken by force of\nsection 26(1) to apply to the matter that is the subject of the\ndeclaratory provision, is $100; and\n(b) the laws of the Northern Territory apply in relation to that\noffence as if the applied law, or a provision taken by force of\nsection 26(1) to apply to the matter that is the subject of the\ndeclaratory provision, were a law or laws of the Northern\nTerritory.\n(3) Without limiting subsection (2)(b), the laws of the Northern Territory\nreferred to in that subsection as applying in relation to an offence\ninclude laws with respect to:\n(a) the investigation and prosecution of offences;\n(b) the arrest, custody, bail, trial, finding of guilt and conviction of\npersons charged with offences;\n(c) proceedings relating to a matter referred to in paragraph (a)\nor (b);\n(d) the classification of offences as indictable or summary;\n(e) appeals and reviews relating to criminal proceedings and to\nproceedings of the kind referred to in paragraph (c);\n(f) the sentencing, punishment and release of persons found\nguilty or convicted of offences;\n(g) fines, penalties and forfeitures; and\n(h) confiscation of the proceeds of crime.\n\nPart 5 General\nCorporations Reform (Northern Territory) Act 2001 26\n28 Application of Corporations legislation by other means\nNothing in this Part prevents a law of the Northern Territory from\napplying any provision of the Corporations legislation, or of an Act,\nregulations or other instrument forming part of the Corporations\nlegislation, as a law of the Northern Territory otherwise than by\nmeans of a declaratory provision.\nPart 5 General\n29 Rules of the Supreme Court\n(1) The Judges of the Supreme Court of the Northern Territory or a\nmajority of them may make rules of court:\n(a) with respect to proceedings, and the practice and procedure,\nof that Court under the Corporations legislation;\n(b) with respect to any matter or thing that is:\n(i) required or permitted by the Corporations legislation to\nbe prescribed by rules within the meaning of the\nCorporations legislation; or\n(ii) necessary or convenient to be prescribed by such rules\nfor carrying out or giving effect to the Corporations\nlegislation; and\n(c) without limitation, with respect to costs, and with respect to\nrules as to meetings ordered by that Court.\n(2) When a lower court of the Northern Territory is exercising\njurisdiction with respect to matters arising under the Corporations\nlegislation, the court must apply the rules of court made under\nsubsection (1), with such alterations as are necessary.\n(3) In this section:\nCorporations legislation means:\n(a) the new Corporations Act;\n(b) the new ASIC Act; and\n(c) the regulations made under the new Corporations Act and the\nnew ASIC Act.\n\nPart 5 General\nCorporations Reform (Northern Territory) Act 2001 27\n30 ASIC has certain functions and powers\n(1) The Minister, or a person authorised in writing by the Minister, may\nenter into an agreement or arrangement with ASIC for the\nperformance of functions or the exercise of powers by ASIC as an\nagent of the Northern Territory, even if those functions or powers\nare conferred on another person or body by or under a law of the\nNorthern Territory.\n(2) An agreement or arrangement of a kind referred to in subsection (1)\nhas effect by force of this section despite any provision of a law of\nthe Northern Territory with respect to any function or power that is\nthe subject of the agreement or arrangement.\nNote: Section 11(9) of the new ASIC Act provides that ASIC has, but is not under\na duty to perform, the functions and powers that are the subject of the agreement\nor arrangement with the Northern Territory.\n31 Regulations\n(1) The Administrator may make regulations, not inconsistent with this\nAct, prescribing matters:\n(a) required or permitted by this Act to be prescribed; or\n(b) necessary or convenient to be prescribed for carrying out or\ngiving effect to this Act.\n(2) Without limiting subsection (1), the Regulations may provide that\ncertain provisions of Part 2 are taken to be modified as set out in\nthe Regulations (and those provisions then have effect as if they\nwere so modified).\n(3) Without limiting subsection (1), the Regulations may amend\nregulations made under another Act, rules and by-laws, but only if\nthe amendment is consequential on the enactment, or proposed\nenactment, by the Parliament of the Commonwealth of:\n(a) the old ASIC Act;\n(b) the Corporations Act 1989 (Cth);\n(c) an Act amending an Act specified to in paragraph (a) or (b);\n(d) the new ASIC Act; or\n(e) the new Corporations Act.\n\nPart 5 General\nCorporations Reform (Northern Territory) Act 2001 28\n(4) Without limiting subsection (1), the Regulations may:\n(a) declare a matter to be an excluded matter for the purposes of\nsection 5F of the new Corporations Act in relation to:\n(i) the whole of the Corporations legislation to which\nPart 1.1A of that Act applies;\n(ii) a specified provision of that legislation;\n(iii) that legislation other than a specified provision; or\n(iv) that legislation otherwise than to a specified extent; and\n(b) declare a provision of a law of the Northern Territory, or a\nprovision of a law of the Northern Territory as amended as\nspecified in the Regulations, to be a Corporations legislation\ndisplacement provision for the purposes of section 5G of the\nnew Corporations Act (either generally or specifically in\nrelation to a provision of the Corporations legislation to which\nPart 1.1A of that Act applies).\n(5) Without limiting subsection (1), the Regulations may make provision\nfor or with respect to enabling jurisdiction conferred by or under the\nold corporations legislation or the old ASIC legislation or a previous\nNorthern Territory corporations law to be exercised by a court of the\nNorthern Territory, or confirming that such jurisdiction is exercisable\nby a court of the Northern Territory, including (without limitation)\nprovisions for or with respect to:\n(a) conferring jurisdiction on courts of the Northern Territory;\n(b) the construction of references in the old corporations\nlegislation or the old ASIC legislation or a previous Northern\nTerritory corporations law to Commonwealth authorities and\nofficers;\n(c) the disapplication of provisions of the old corporations\nlegislation or the old ASIC legislation or a previous Northern\nTerritory corporations law, including provisions that\ncontemplate the administration or enforcement of laws as if\nthey were Commonwealth laws or that contemplate offences\nand other matters as being offences against and matters\nunder Commonwealth laws;\n(d) the treatment of offences arising under the old corporations\nlegislation or the old ASIC legislation or a previous Northern\nTerritory corporations law (including the specification of\npenalties);\n\nPart 5 General\nCorporations Reform (Northern Territory) Act 2001 29\n(e) prescribing modifications of the old corporations legislation or\nthe old ASIC legislation or a previous Northern Territory\ncorporations law; and\n(f) associated procedural and consequential matters.\n(6) Without limiting subsection (1), the Regulations may deal with\nmatters of a transitional nature that relate to:\n(a) the transition from the application of provisions of the old\ncorporations legislation or a previous Northern Territory\ncorporations law to the application of provisions of the new\ncorporations legislation or the new ASIC legislation; and\n(b) the repeal of an Act under section 7,\nand, in so doing, the Regulations may:\n(c) provide for the appointment by the Minister of a person\n(whether by name, by reference to an office, position or\ndesignation held by a person or by reference to a person\nholding, acting in or performing the duties of an office, position\nor designation) to be a person who may, in relation to an\nevent, circumstance or thing that happened or arose before\nthe commencement of section 7, exercise a power or perform\na function conferred or imposed on the Commissioner for\nCorporate Affairs (within the meaning of the Companies\n(Administration) Act 1986) under an Act in force before that\ncommencement as if that Act continued to be in force;\n(d) provide that, if no person holds the appointment referred to in\nparagraph (c), the Chief Executive Officer of the Agency\nadministering this Act may, in relation to an event,\ncircumstance or thing that happened or arose before the\ncommencement of section 7, exercise a power or perform a\nfunction conferred or imposed on the Commissioner for\nCorporate Affairs (within the meaning of the Companies\n(Administration) Act 1986) under an Act in force before that\ncommencement as if that Act continued to be in force; and\n(e) prohibit or regulate the exercise of a power or performance of\na function of the Commissioner for Corporate Affairs by a\nperson appointed in accordance with paragraph (c) or the\nChief Executive Officer referred to in paragraph (d), including\nby imposing conditions, limitations or qualifications on the\nexercise of such a power or performance of such a function by\nthat person.\n\nPart 5 General\nCorporations Reform (Northern Territory) Act 2001 30\n(7) Any provision of the Regulations may be expressed to take effect\nfrom a time that is before the day on which the Regulations\ncontaining the provision are made, not being a time earlier than\nimmediately before the relevant time.\n(8) To the extent to which a provision of a regulation takes effect from a\ntime that is before the day on which the Regulations containing the\nprovision are made, the provision does not operate so as:\n(a) to affect in a manner prejudicial to any person (other than the\nNorthern Territory or an authority of the Northern Territory),\nthe rights of that person existing before the date of making of\nthose Regulations; or\n(b) to impose liabilities on any person (other than the Northern\nTerritory or an authority of the Northern Territory) in respect of\nanything done or omitted to be done before the date of making\nof those Regulations.\n(9) The Regulations have effect despite anything to the contrary in\nPart 2.\n(10) In this section, matters of a transitional nature includes matters of\nan application or savings nature.\n\nSchedule 1 Repealed Acts\nCorporations Reform (Northern Territory) Act 2001 31\nSchedule 1 Repealed Acts\nsection 7\nCompanies Ordinance 1963 No. 43, 1963\nCompanies Ordinance (No. 2) 1963 No. 62, 1963\nCompanies Ordinance (No. 3) 1963 No. 75, 1963\nCompanies Ordinance 1967 No. 25, 1967\nCompanies Ordinance 1968 No. 3, 1968\nCompanies Ordinance 1969 No. 44, 1969\nCompanies Ordinance 1972 No. 54, 1972\nCompanies Ordinance 1973 No. 38. 1973\nCompanies Ordinance 1974 No. 21, 1974\nCompanies Ordinance 1976 No. 22, 1976\nCompanies Act 1978 No. 80, 1978\nCompanies Amendment Act 1984 No. 40, 1984\nCompanies (Acquisition of Shares)(Application of\nLaws) Act 1986\nNo. 15, 1986\nCompanies (Administration) Act 1986 No. 17, 1986\nCompanies and Securities (Consequential\nAmendments) Act 1986\nNo. 18, 1986\nCompanies and Securities (Interpretation and\nMiscellaneous Provisions) (Application of Laws)\nAct 1986\nNo. 16, 1986\nCompanies (Application of Laws) Act 1986 No. 13, 1986\nCompanies (Application of Laws) Amendment\nAct 1987\nNo. 25, 1987\nCorporations (Consequential Amendments) Act 1990 No. 59, 1990\nCorporations (Northern Territory) Act 1990 No. 56, 1990\n\nSchedule 1 Repealed Acts\nCorporations Reform (Northern Territory) Act 2001 32\nCorporations (Northern Territory) Amendment Act 1991 No. 81, 1991\nCorporations (Northern Territory) Amendment Act 1992 No. 69, 1992\nCorporations (Northern Territory) Amendment Act 1995 No. 11, 1995\nFutures Industry (Application of Laws) Act 1986 No. 60, 1986\nMarketable Securities Ordinance 1971 No. 54, 1971\nSecurities Industry (Application of Laws) Act 1986 No. 14, 1986\n\nSchedule 2 Table\nCorporations Reform (Northern Territory) Act 2001 33\nSchedule 2 Table\nsection 12(1)\nColumn 1 Column 2\nthe Corporations Law of the Northern\nTerritory\nthe new Corporations Act\nthe Corporations Regulations of the\nNorthern Territory\nthe new Corporations Regulations\nan instrument made under the\nCorporations Law of the Northern\nTerritory or the Corporations\nRegulations of the Northern Territory\na corresponding preserved instrument\nunder the new corporations legislation\nthe Corporations Law the new Corporations Act\nthe Corporations Regulations the new Corporations Regulations\nthe Corporations Law of a jurisdiction\nother than the Northern Territory that\nis a referring State\nthe new Corporations Act\nthe Corporations Regulations of a\njurisdiction other than the Northern\nTerritory that is a referring State\nthe new Corporations Regulations\nan instrument made under the\nCorporations Law, or the\nCorporations Regulations, of a\njurisdiction other than the Northern\nTerritory that is a referring State\na corresponding preserved instrument\nunder the new corporations legislation\nthe old ASIC Law Part 3 of the new ASIC Act except to\nthe extent to which that Part operates\nin relation to a contravention of Part 2\nof that Act\nthe ASC Law of the Northern Territory Part 3 of the new ASIC Act except to\nthe extent to which that Part operates\nin relation to a contravention of Part 2\nof that Act\n\nSchedule 2 Table\nCorporations Reform (Northern Territory) Act 2001 34\nthe old ASIC Regulations the new ASIC Regulations made for\nthe purposes of Part 3 of the new\nASIC Act except to the extent to\nwhich they operate in relation to a\ncontravention of that Part\nthe ASC Regulations of the Northern\nTerritory\nthe new ASIC Regulations made for\nthe purposes of Part 3 of the new\nASIC Act except to the extent to\nwhich they operate in relation to a\ncontravention of that Part\nan instrument made under the old\nASIC Law or the old ASIC\nRegulations\na corresponding preserved instrument\nunder the new ASIC legislation\nan instrument made under the ASC\nLaw of the Northern Territory or the\nASC Regulations of the Northern\nTerritory\na corresponding preserved instrument\nunder the new ASIC legislation\nthe ASIC Law Part 3 of the new ASIC Act except to\nthe extent to which that Part operates\nin relation to a contravention of Part 2\nof that Act\nthe ASC Law Part 3 of the new ASIC Act except to\nthe extent to which that Part operates\nin relation to a contravention of Part 2\nof that Act\nthe ASIC Regulations the new ASIC Regulations made for\nthe purposes of Part 3 of the new\nASIC Act except to the extent to\nwhich they operate in relation to a\ncontravention of that Part\nthe ASC Regulations the new ASIC Regulations made for\nthe purposes of Part 3 of the new\nASIC Act except to the extent to\nwhich they operate in relation to a\ncontravention of that Part\nthe ASIC Law of a jurisdiction other\nthan the Northern Territory that is a\nreferring State\nPart 3 of the new ASIC Act except to\nthe extent to which that Part operates\nin relation to a contravention of Part 2\nof that Act\n\nSchedule 2 Table\nCorporations Reform (Northern Territory) Act 2001 35\nthe ASC Law of a jurisdiction other\nthan the Northern Territory that is a\nreferring State\nPart 3 of the new ASIC Act except to\nthe extent to which that Part operates\nin relation to a contravention of Part 2\nof that Act\nthe ASIC Regulations of a jurisdiction\nother than the Northern Territory that\nis a referring State\nthe new ASIC Regulations made for\nthe purposes of Part 3 of the new\nASIC Act except to the extent to\nwhich they operate in relation to a\ncontravention of that Part\nthe ASC Regulations of a jurisdiction\nother than the Northern Territory that\nis a referring State\nthe new ASIC Regulations made for\nthe purposes of Part 3 of the new\nASIC Act except to the extent to\nwhich they operate in relation to a\ncontravention of that Part\nan instrument made under the ASIC\nLaw, or the ASIC Regulations, of a\njurisdiction other than the Northern\nTerritory that is a referring State\na corresponding preserved instrument\nunder the new ASIC legislation\nan instrument made under the ASC\nLaw, or the ASC Regulations, of a\njurisdiction other than the Northern\nTerritory that is a referring State\na corresponding preserved instrument\nunder the new ASIC legislation\n\nENDNOTES\nCorporations Reform (Northern Territory) Act 2001 36\nENDNOTES\n1 KEY Key to abbreviations\namd = amended od = order\napp = appendix om = omitted\nbl = by-law pt = Part\nch = Chapter r = regulation/rule\ncl = clause rem = remainder\ndiv = Division renum = renumbered\nexp = expires/expired rep = repealed\nf = forms s = section\nGaz = Gazette sch = Schedule\nhdg = heading sdiv = Subdivision\nins = inserted SL = Subordinate Legislation\nlt = long title sub = substituted\nnc = not commenced\n2 LIST OF LEGISLATION\nCorporations Reform (Northern Territory) Act 2001 (Act No. 19, 2001)\nAssent date 29 June 2001\nCommenced 15 July 2001 (s 2, s 2 Corporations Act 2001 (Cth Act No. 50,\n2001) and Cth Gaz S285, 13 July 2001)\nCorporations (Financial Services Reform Amendments) Act 2002 (Act No. 16, 2002)\nAssent date 7 June 2002\nCommenced 11 March 2002 (s 2, s 2 Financial Services Reform Act 2001\n(Cth Act No. 122, 2001), s 2 Corporations Act 2001 (Cth Act\nNo. 50, 2001) and Cth Gaz S285, 13 July 2001)\nLocal Court (Related Amendments) Act 2016 (Act No. 8, 2016)\nAssent date 6 April 2016\nCommenced 1 May 2016 (s 2, s 2 Local Court (Repeals and Related\nAmendments) Act 2016 (Act No. 9, 2016) and Gaz S34,\n29 April 2016)\nStatute Law Revision and Repeals Act 2026 (Act No. 3, 2026)\nAssent date 9 February 2026\nCommenced 10 February 2026 (s 2)\n3 GENERAL AMENDMENTS\nGeneral amendments of a formal nature (which are not referred to in the table\nof amendments to this reprint) are made by the Interpretation Legislation\nAmendment Act 2018 (Act No. 22 of 2018) to: ss 1, 3, 12, 14, 23 and 31.\n4 LIST OF AMENDMENTS\ns 2 amd No. 3, 2026, s 64\ns 4 amd No. 3, 2026, s 64\nss 7 – 8 amd No. 3, 2026, s 64\n\nENDNOTES\nCorporations Reform (Northern Territory) Act 2001 37\ns 10 amd No. 3, 2026, s 64\ns 15 – 18 amd No. 3, 2026, s 64\ns 23 amd No. 16, 2002, s 7\ns 27 amd No. 8, 2016, s 45\ns 31 amd No. 3, 2026, s 64","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":8,"scope_assessment":{"changed":false,"description":"The Act's core scope—enacting ancillary and transitional provisions to implement Commonwealth corporations and ASIC legislation in the Northern Territory—remains intact (see s3). Endnotes record later amendments, many described as formal or transitional, but they do not alter the Act's principal purpose of mapping, modifying and applying Commonwealth Corporations/ASIC law as Territory law."},"complexity_factors":["Extensive cross-referencing between old Territory laws and new Commonwealth Corporations/ASIC legislation, requiring correspondence tests to map provisions (see definitions and s5).","Numerous transitional rules that preserve, cancel or terminate pre-commencement rights, liabilities and proceedings (notably s8, ss9–13, ss15–17).","Power to apply Commonwealth Corporations provisions as Territory law with tailored modifications and implied application of regulations, creating layered amendments and exceptions (ss21–26, s26(1)).","Delegation and discretion mechanisms: conferral of functions on ASIC only by agreement (s24), Ministerial agreements with ASIC (s30), and wide regulation-making powers vested in the Administrator (s31).","Interaction with Territory courts: transfer of jurisdiction and rule‑making by Supreme Court judges for Corporations matters (ss25, 29).","Regulation-making authority permits retrospective effect and consequential amendments across other instruments (s31(7), s31(3)–(6)).","Statutory definitions are many and technical (long definitions section), increasing interpretive complexity for applied vs carried-over provisions.","Penal and enforcement mapping: applied offences treated as Territory offences with specified penalty unit conversion (s27).","Schedules repeal a long list of prior Acts, requiring careful savings and application rules (Sch 1, Sch 2)."],"plain_english_summary":"This Act provides the transitional and ancillary rules the Northern Territory uses to adopt the Commonwealth Corporations Act and new ASIC laws as Territory law, repeals older Territory company laws, and sets how existing proceedings, registrations and penalties move across. It affects companies, officers, courts and regulators. Businesses and officers pay compliance costs and any penalties (penalty unit set at $100); the NT Minister, regulations and agreements with ASIC determine who enforces; behaviour shifts from old Territory procedures to Commonwealth Corporations Act processes."},"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"kimi_summary":{"content_quality":"ok","complexity_score":8,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose of facilitating the transition from Territory-based corporations law to the national scheme. While it contains extensive machinery provisions for this transition, it has not expanded beyond its core transitional and application-of-law functions. The 2026 amendments visible in the endnotes appear to be technical/statute law revision updates rather than substantive scope expansion."},"complexity_factors":["Dense web of defined terms (approximately 30+ definitions in section 4 alone) with recursive definitions (e.g., 'applicable provision' refers to itself through other jurisdictions)","Extensive cross-referencing to Commonwealth legislation (Corporations Act 2001, ASIC Act 2001) and multiple layers of 'old' vs 'new' legislation","Complex transitional mechanics involving three temporal layers: pre-1991 laws, 1991-2001 national scheme laws, and post-2001 Commonwealth laws","Nested conditional logic in section 5 regarding 'corresponding provisions' with multiple exceptions and regulatory override powers","Multiple modification regimes in Part 4 where Commonwealth law is 'applied' as Territory law subject to specific textual alterations","Intricate savings and extinguishment provisions in sections 7-8 that override standard Acts Interpretation Act protections","Dual pathways for ASIC function conferral requiring both agreement and statutory authorisation (section 24)","Regulation-making powers in section 31 that allow retrospective operation and modification of other Acts"],"plain_english_summary":"This Act smooths the Northern Territory’s transition to Australia’s national corporations law by repealing redundant Territory company and securities laws, preserving ongoing proceedings and existing rights, and redirecting references to the Commonwealth regime. It also lets the Territory keep certain pre-existing local regulatory powers and adopt specified Commonwealth corporations provisions as Territory law where needed.\n\nIt affects companies, courts, lawyers and ASIC in the Territory by ensuring legal continuity and avoiding disruption from the switch to the national scheme."}},"importantCases":[],"_links":{"self":"/api/acts/corporations-reform-northern-territory-act-2001","history":"/api/acts/corporations-reform-northern-territory-act-2001/history","analysis":"/api/acts/corporations-reform-northern-territory-act-2001/analysis","conflicts":"/api/acts/corporations-reform-northern-territory-act-2001/conflicts","importantCases":"/api/acts/corporations-reform-northern-territory-act-2001/important-cases","documents":"/api/acts/corporations-reform-northern-territory-act-2001/documents"}}