{"id":"F2018L00919","name":"Corporations (Stay on Enforcing Certain Rights) Declaration 2018","slug":"corporations-stay-on-enforcing-certain-rights-declaration-2018","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":97623,"registerId":"commonwealth-F2018L00919-current","compilationNumber":null,"startDate":"2026-04-02","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Name","content":"#### 1 Name\n\n  This instrument is the Corporations (Stay on Enforcing Certain Rights) Declaration 2018.","sortOrder":0},{"sectionNumber":"3","sectionType":"section","heading":"Authority","content":"#### 3 Authority\n\n  This instrument is made under subsections 415D(7), 434J(6), 451E(6) and 454N(6) of the Corporations Act 2001.","sortOrder":1},{"sectionNumber":"4","sectionType":"section","heading":"Interpretation","content":"#### 4 Interpretation\n\n  In this instrument:\n\n> Act means the Corporations Act 2001.\n\n> financing arrangement means:\n\n    (a) any form of financial accommodation; or\n    (b) a contract, agreement or arrangement of a kind known as a finance lease, an operating lease, a bill facility, a performance bond, a guarantee, a bank guarantee, a letter of credit or a hire purchase agreement.\n\n> specified person means the body, corporation or company the subject of subsection 415D(1), 434J(1), 451E(1) or 454N(1) of the Act (as applicable).\n\n> standstill or forbearance arrangement means a contract, agreement or arrangement that suspends or restricts the enforcement of rights under another contract, agreement or arrangement.","sortOrder":2},{"sectionNumber":"5","sectionType":"section","heading":"Declaration of kinds of rights","content":"#### 5 Declaration of kinds of rights\n\n  (1) The kinds of rights referred to in subsection (4) of this section are declared under paragraph 415D(7)(b) of the Act to be kinds of rights to which subsection 415D(1) of the Act does not apply.\n  (2) The kinds of rights referred to in subsection (4) of this section are declared under paragraph 434J(6)(b) of the Act to be kinds of rights to which subsection 434J(1) of the Act does not apply.\n  (3) The kinds of rights referred to in subsection (4) of this section are declared under paragraph 451E(6)(b) of the Act to be kinds of rights to which subsection 451E(1) of the Act does not apply.\n  (3A) The kinds of rights referred to in subsection (4) of this section are declared under paragraph 454N(6)(b) of the Act to be kinds of rights to which subsection 454N(1) of the Act does not apply.\n  (4) The kinds of rights are as follows:\n    (a) a right to change the basis, including by the application of a different rate, on which an amount in respect of or under any of the following is calculated:\n    (i) a financing arrangement;\n    (ii) a guarantee, indemnity or security related to a financing arrangement (whether or not the guarantee, indemnity or security is limited in any way);\n    (b) a right to payment by way of indemnity (whether or not the indemnity is limited in any way) in respect of:\n    (i) any liability or loss arising as a result of a person preserving or enforcing rights; or\n    (ii) any charges and expenses incurred by a person in preserving or enforcing rights;\n    (c) a termination right under a standstill or forbearance arrangement, whether or not the standstill or forbearance arrangement suspends, preserves or modifies the right under the other contract, agreement or arrangement to which it applies;\n    (d) a right to change the priority, or order, in which amounts are to be paid, distributed or received under a contract, agreement or arrangement;\n    (e) a right of set‑off or a right of combination of accounts;\n    (f) a right to net balances or other amounts;\n    (g) a right to take action to enforce:\n    (i) a right referred to in paragraph (e) or (f); or\n    (ii) a right referred to in subsection 6(1), (2), (3) or (3A) if, on the enforcement of that right to take action, the circumstances referred to in subsection 6(4) or (5) (as applicable) would be satisfied;\n    for the purposes of enforcing a right referred to in paragraph (e) or (f), or in subsection 6(1), (2), (3) or (3A) (as applicable), whether or not an amount is due for payment, will or may become due for payment, or is unpaid;\n\nNote: The rights referred to in this paragraph include:\n\n(a) a right to accelerate or otherwise vary a date for payment of an amount;\n\n    (b) a right to convert or exchange amounts denominated in different currencies; and\n\n(c) a right to crystallise a security interest.\n\n    (h) a right to:\n    (i) assign or otherwise transfer rights or obligations; or\n    (ii) novate rights or obligations;\n    (i) a right:\n    (i) for property that is subject to a circulating security interest to become subject to a non‑circulating security interest; or\n    (ii) for a floating charge over property to operate as a fixed charge; or\n    (iii) for property consisting of accounts or chattel paper to be transferred to a secured party by way of security; or\n    (iv) that restricts the grantor of a security interest in property from dealing with the property;\n    (j) a right:\n    (i) to perform obligations; or\n    (ii) to engage another person to perform obligations; or\n    (iii) to enforce rights; or\n    (iv) to engage another person to enforce rights;\n    of the specified person under a contract, agreement or arrangement;\n    (k) a right to enforce a possessory security interest in circumstances where paragraphs 440JA(b), (c) and (d) of the Act are satisfied;\n    (l) a right to enforce a possessory security interest in circumstances where paragraphs 453X(b), (c) and (d) of the Act are satisfied.\n  (5) In paragraph (4)(i), words and expressions that are defined for the purposes of the Personal Property Securities Act 2009 have the same meanings.\n  (6) For the purposes of paragraph (4)(k), the reference to the company in paragraph 440JA(b) of the Act is taken to be a reference to the specified person.\n  (7) For the purposes of paragraph (4)(l), the reference to the company in paragraph 453X(b) of the Act is taken to be a reference to the specified person.","sortOrder":3},{"sectionNumber":"6","sectionType":"section","heading":"Declaration of kinds of rights in specified circumstances—a right to appoint a controller","content":"#### 6 Declaration of kinds of rights in specified circumstances—a right to appoint a controller\n\n  (1) A right to appoint a controller of property of the specified person is declared under paragraph 415D(7)(c) of the Act to be a kind of right to which subsection 415D(1) of the Act does not apply in the circumstances specified in subsection (4) or (5) of this section.\n  (2) A right to appoint a controller of property of the specified person is declared under paragraph 434J(6)(c) of the Act to be a kind of right to which subsection 434J(1) of the Act does not apply in the circumstances specified in subsection (4) of this section.\n  (3) A right to appoint a controller of property of the specified person is declared under paragraph 451E(6)(c) of the Act to be a kind of right to which subsection 451E(1) of the Act does not apply in the circumstances specified in subsection (4) of this section.\n  (3A) A right to appoint a controller of property of the specified person is declared under paragraph 454N(6)(c) of the Act to be a kind of right to which subsection 454N(1) of the Act does not apply in the circumstances specified in subsection (4) of this section.\n  (4) The circumstances are as follows:\n    (a) the right is to be enforced by a person who has a security interest in, or over, property of the specified person; and\n    (b) in relation to property of the specified person:\n    (i) a controller has been appointed; or\n    (ii) a right to appoint a controller has been enforced.\n  (5) The circumstances are as follows:\n    (a) the whole, or substantially the whole, of the property of the specified person is subject to a security interest; and\n    (b) the right is to be enforced by the person who has the security interest referred to in paragraph (a).","sortOrder":4}],"analysis":{"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":6,"scope_assessment":{"changed":false,"description":"The legislation appears tightly scoped to its original purpose. It was enacted in 2018 as part of the ipso facto reforms to clarify which creditor rights remain enforceable despite the stay. The Declaration methodically lists specific financial rights (pricing, set-off, appointment of controllers) that were always intended to be preserved. There is no evidence of scope creep; it remains a targeted exception instrument rather than expanding into broader corporate governance or insolvency matters."},"complexity_factors":["Dense cross-referencing to 4 separate sections of the Corporations Act (415D, 434J, 451E, 454N) covering different insolvency procedures","Nested conditional logic: rights are excluded from the stay only in 'specified circumstances' (section 6), creating a double-layer exception structure","Technical financial terminology requiring external knowledge: 'circulating security interest', 'non-circulating security interest', 'crystallise a security interest', 'novate', 'set-off', 'netting'","Incorporation by reference to the Personal Property Securities Act 2009 for defined terms in paragraph 4(i)","Deemed references in subsections 5(6) and 5(7) that modify how external statutory provisions apply","Paragraph 4(g) contains recursive self-reference allowing enforcement of rights that themselves enforce other rights in the list","4 defined terms in the interpretation section, but with expansive definitional scope ('financing arrangement' covers 8 distinct financial instruments plus catch-all 'financial accommodation')"],"plain_english_summary":"This Declaration carves exceptions into ipso facto stay protections, allowing creditors—especially banks and financiers—to enforce key contractual rights during restructurings (repricing loans, charging enforcement costs, preserving set‑off/netting, assigning rights, and in certain cases appointing controllers or crystallising security).\n\nIt directly affects secured creditors, distressed companies and insolvency practitioners by restoring creditor leverage and limiting the stay’s blanket protection during rescue processes."},"flash_summary":{"complexity_score":6,"scope_assessment":{"changed":false,"description":"The instrument does not amend the Corporations Act text; it exercises delegated authority to declare which categories of rights are excluded from the Act’s stay/forbearance provisions. Functionally it narrows the coverage of those stay provisions by listing exclusions authorised by the cited paragraphs, rather than altering the statutory provisions themselves."},"complexity_factors":["Multiple cross‑references to four separate Corporations Act provisions (ss 415D, 434J, 451E, 454N) that the instrument excludes rights from.","Extensive, detailed enumeration of specific rights and subcategories (a–l, with nested examples), increasing interpretive load.","Defined terms (financing arrangement, standstill or forbearance arrangement, specified person) that condition application and require textual matching.","Cross‑reference to external statute definitions (Personal Property Securities Act 2009) for certain terms (para 5(5)), adding external interpretive dependency.","Conditional exclusions for appointment of controllers tied to factual triggers (controller already appointed; whole-of-assets security), requiring factual analysis.","Repeated ‘whether or not’ language (eg. “whether or not ... limited”) broadens scope and may create scope/ambiguity disputes.","References to specific paragraphs of the Act (eg. 440JA, 453X) where the company is taken to be the specified person, creating layered application rules."],"plain_english_summary":"This instrument specifies which creditor rights are not affected by the Corporations Act stay/forbearance rules for a named “specified person.” It lists categories of enforcement powers that remain available to lenders, secured parties, guarantors and others (for example: changing interest or payment calculations, indemnities for enforcement costs, termination of forbearance, priority changes, set‑off/netting, assignment/novation, currency conversion, crystallisation of security, possessory security enforcement and rights to appoint a controller in certain circumstances).\n\nThe result: secured creditors retain the ability to decide whether to enforce those listed rights and the specified person bears the direct enforcement risk."}},"importantCases":[],"_links":{"self":"/api/acts/corporations-stay-on-enforcing-certain-rights-declaration-2018","history":"/api/acts/corporations-stay-on-enforcing-certain-rights-declaration-2018/history","analysis":"/api/acts/corporations-stay-on-enforcing-certain-rights-declaration-2018/analysis","conflicts":"/api/acts/corporations-stay-on-enforcing-certain-rights-declaration-2018/conflicts","importantCases":"/api/acts/corporations-stay-on-enforcing-certain-rights-declaration-2018/important-cases","documents":"/api/acts/corporations-stay-on-enforcing-certain-rights-declaration-2018/documents"}}