{"id":"nsw:sl-2022-0450","name":"Roman Catholic Church Communities’ Lands Regulation 2022","slug":"roman-catholic-church-communities-lands-regulation-2022","collection":"regulation","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"450 of 2022","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":176031,"registerId":"nsw-nsw:sl-2022-0450-current","compilationNumber":null,"startDate":"2026-04-05","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"Part 1","sectionType":"part","heading":"Preliminary","content":"# Part 1 Preliminary\n\nPart 1 Preliminary","sortOrder":0},{"sectionNumber":"1","sectionType":"section","heading":"Name of Regulation","content":"#### 1 Name of Regulation\n\n1 Name of Regulation\n\n> This Regulation is the [Roman Catholic Church Communities’ Lands Regulation 2022](/view/html/inforce/current/sl-2022-0450).","sortOrder":1},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> This Regulation commences on the day on which it is published on the NSW legislation website.\n> \n> Note—\n> \n> This Regulation repeals and replaces the [Roman Catholic Church Communities’ Lands Regulation 2017](/view/html/repealed/current/sl-2017-0452), which would otherwise be repealed on 1 September 2022 by the [Subordinate Legislation Act 1989](/view/html/inforce/current/act-1989-146), section 10(2).","sortOrder":2},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> In this Regulation—\n> \n> Chapter 5 means Chapter 5 of the Corporations Act.\n> \n> Corporations Act means the [Corporations Act 2001](http://www.legislation.gov.au/) of the Commonwealth.\n> \n> NSW Act means the [Roman Catholic Church Communities’ Lands Act 1942](/view/html/inforce/current/act-1942-023).\n> \n> Note—\n> \n> The NSW Act and the [Interpretation Act 1987](/view/html/inforce/current/act-1987-015) contain definitions and other provisions that affect the interpretation and application of this Regulation.","sortOrder":3},{"sectionNumber":"Part 2","sectionType":"part","heading":"Modification of Corporations Act for winding up procedures","content":"# Part 2 Modification of Corporations Act for winding up procedures\n\nPart 2 Modification of Corporations Act for winding up procedures","sortOrder":4},{"sectionNumber":"4","sectionType":"section","heading":"Overview of Part","content":"#### 4 Overview of Part\n\n4 Overview of Part\n\n> This Part prescribes the modifications of Chapter 5 for the purposes of the NSW Act, section 22(1)(e).\n> \n> Note—\n> \n> Chapter 5 applies to the winding up of a body corporate, subject to the modifications—\n> \n> > (a) specified in the NSW Act, section 22(1), and\n> \n> > (b) specified in the [Corporations (Ancillary Provisions) Act 2001](/view/html/inforce/current/act-2001-032), section 16, and\n> \n> > (c) prescribed by this Regulation.","sortOrder":5},{"sectionNumber":"5","sectionType":"section","heading":"Chapter 5 provisions to be disregarded","content":"#### 5 Chapter 5 provisions to be disregarded\n\n5 Chapter 5 provisions to be disregarded\n\n> > (1) A provision in Chapter 5 that is solely about a prescribed matter is to be disregarded.\n> \n> > (2) A reference to a prescribed matter in a provision in Chapter 5 that also deals with other matters is to be disregarded.\n> \n> > (3) The following are prescribed matters—\n> > \n> > > (a) shares of the company or buy-back agreements,\n> > \n> > > (b) dividends or debts owed to members,\n> > \n> > > (c) floating charges or debentures,\n> > \n> > > (d) contributories or promoters,\n> > \n> > > (e) winding up in insolvency, winding up by creditors or contributories or winding up on the application of a liquidator,\n> > \n> > > (f) insolvent trading, insolvent transactions and declarations of solvency,\n> > \n> > > (g) the distribution of surplus property,\n> > \n> > > (h) arrangements or reconstructions, including compromises with creditors,\n> > \n> > > (i) receivers, managers or other controllers, of property of corporations,\n> > \n> > > (j) the administration of a company’s affairs, including administration with a view to executing a deed of company arrangement,\n> > \n> > > (k) subsidiaries, related entities, related bodies corporate, pooled groups or pooling or holding companies,\n> > \n> > > (l) serving documents on a company,\n> > \n> > > (m) directors’ duties to prevent insolvent trading, directors’ liability to compensate the company and the election of directors,\n> > \n> > > (n) co-operation between Australian and foreign courts in external administration matters,\n> > \n> > > (o) offences,\n> > \n> > > (p) employee entitlements other than those under the Corporations Act, section 558,\n> > \n> > > (q) the application of, and liability under, the Criminal Code set out in the Schedule to the [Criminal Code Act 1995](http://www.legislation.gov.au/) of the Commonwealth,\n> > \n> > > (r) electronic notification,\n> > \n> > > (s) the powers and functions of ASIC, the making of applications by ASIC or the lodging of resolutions, court orders, notices, reports, returns, accounts, statements or applications of any kind with ASIC,\n> > \n> > > (t) the holding of meetings in the manner provided by the Corporations Act.","sortOrder":6},{"sectionNumber":"6","sectionType":"section","heading":"Chapter 5 provisions to be omitted","content":"#### 6 Chapter 5 provisions to be omitted\n\n6 Chapter 5 provisions to be omitted\n\n> Chapter 5 is modified by omitting the following provisions—\n> \n> > (a) Parts 5.1, 5.2, 5.3A, 5.4, 5.4A, 5.7, 5.8, 5.8A and 5.9,\n> \n> > (b) sections 466(3), 475(2)(a), (b) and (d), 486A(9), 496(4)–(9), 513B(a)–(d), 533, 534, 588E(4)–(7) and 588Z.","sortOrder":7},{"sectionNumber":"7","sectionType":"section","heading":"Construction of Chapter 5 references","content":"#### 7 Construction of Chapter 5 references\n\n7 Construction of Chapter 5 references\n\n> > (1) A reference in Chapter 5 to an officer or a director is to be read as a reference to a member.\n> \n> > (2) A reference in Chapter 5 to the secretary is to be read as a reference to the Provincial.\n> \n> > (3) A reference in Chapter 5 to rules is to be read as a reference to the [Supreme Court (Corporations) Rules 1999](/view/html/inforce/current/sl-1999-0703).\n> \n> > (4) A reference in Chapter 5 to a solicitor is to be read as a reference to an Australian legal practitioner.\n> \n> > (5) A reference in Chapter 5 to “this Act” is to be read as a reference to Chapter 5 as modified by the following—\n> > \n> > > (a) the [Corporations (Ancillary Provisions) Act 2001](/view/html/inforce/current/act-2001-032),\n> > \n> > > (b) the NSW Act,\n> > \n> > > (c) this Regulation.\n> \n> > (6) A reference in Chapter 5 to an application for winding up under section 459P, 462 or 464 is to be read as an application by a body corporate or the Bishop under the NSW Act, section 21 for winding up by the Court.","sortOrder":8},{"sectionNumber":"8","sectionType":"section","heading":"Modification of Part 5.4B—winding up in insolvency or by Court","content":"#### 8 Modification of Part 5.4B—winding up in insolvency or by Court\n\n8 Modification of Part 5.4B—winding up in insolvency or by Court\n\n> > (1) A reference in the Corporations Act, section 467A to an application under Part 5.4 or 5.4A is to be read as a reference to an application for a body corporate to be wound up by the Court.\n> \n> > (2) The Corporations Act, section 481(1)(a) is modified by omitting “by ASIC”.\n> \n> > (3) A reference in the Corporations Act, section 482(1A) to a person who may make an application is to be read as a reference to a person who may apply to the Court to wind up a body corporate under the NSW Act, section 21(2).\n> \n> > (4) The Corporations Act, section 482 is to be read as if references to the convening of a meeting were omitted from section 482(3) and (4).\n> \n> > (5) The Corporations Act, section 489D is modified by omitting “, 598 or 1323,” wherever occurring in section 489D(1) and (2).","sortOrder":9},{"sectionNumber":"9","sectionType":"section","heading":"Modification of Part 5.5—voluntary winding up","content":"#### 9 Modification of Part 5.5—voluntary winding up\n\n9 Modification of Part 5.5—voluntary winding up\n\n> > (1) The Corporations Act is modified by omitting section 493 and inserting instead—\n> \n> > (2) The Corporations Act, section 496 is modified by omitting section 496(1) and inserting instead—\n> > \n> > > > (1) Where the liquidator is at any time of the opinion that the body corporate will not be able to pay or provide for the payment of its debts in full within the period not exceeding 12 months after the commencement of the winding up, the liquidator must apply for the body corporate to be wound up as soon as practicable.\n> \n> > (3) The Corporations Act, section 501 is modified by—\n> > \n> > > (a) omitting “and, subject to that application, must, unless the company’s constitution otherwise provides, be distributed among the members according to their rights and interests in the company”, and\n> > \n> > > (b) inserting instead “and any surplus must be distributed in accordance with the [Roman Catholic Church Communities’ Lands Act 1942](/view/html/inforce/current/act-1942-023), section 23”.","sortOrder":10},{"sectionNumber":"10","sectionType":"section","heading":"Modification of Part 5.6—winding up generally","content":"#### 10 Modification of Part 5.6—winding up generally\n\n10 Modification of Part 5.6—winding up generally\n\n> > (1) The Corporations Act, section 513A is to be read as if the section provided that the winding up is taken to have begun or commenced on the day on which the order was made.\n> \n> > (2) A reference in the Corporations Act, sections 513A and 513D to section 233, 459A, 459B or 461 is to be read as a reference to the NSW Act, section 21.\n> \n> > (3) The Corporations Act, sections 544(1) and (2)(c) are modified by—\n> > \n> > > (a) omitting “to ASIC to be dealt with under Part 9.7” wherever occurring, and\n> > \n> > > (b) inserting instead “in accordance with the [Roman Catholic Church Communities’ Lands Act 1942](/view/html/inforce/current/act-1942-023), sections 23 and 24”.\n> \n> > (4) The Corporations Act, section 544(1A) is modified by—\n> > \n> > > (a) omitting “pay it to ASIC as soon as practicable for it to be dealt with under Part 9.7”, and\n> > \n> > > (b) inserting instead “as soon as practicable, pay it in accordance with the [Roman Catholic Church Communities’ Lands Act 1942](/view/html/inforce/current/act-1942-023), sections 23 and 24”.\n> \n> > (5) The Corporations Act, section 544(3) is modified by omitting “to ASIC”.\n> \n> > (6) A reference in the Corporations Act, sections 568A–568C to lodging a notice of disclaimer is to be read as a reference to filing a notice of disclaimer with the Court.","sortOrder":12},{"sectionNumber":"11","sectionType":"section","heading":"Other necessary modifications","content":"#### 11 Other necessary modifications\n\n11 Other necessary modifications\n\n> Chapter 5 is modified to the extent necessary for the purposes of applying the Chapter to the winding up of a body corporate under the NSW Act, subject to the modifications to Chapter 5 specified in—\n> \n> > (a) the NSW Act, section 22(1), and\n> \n> > (b) the [Corporations (Ancillary Provisions) Act 2001](/view/html/inforce/current/act-2001-032), section 16.","sortOrder":13},{"sectionNumber":"Part 3","sectionType":"part","heading":"Miscellaneous","content":"# Part 3 Miscellaneous\n\nPart 3 Miscellaneous","sortOrder":14},{"sectionNumber":"12","sectionType":"section","heading":"Repeal and savings","content":"#### 12 Repeal and savings\n\n12 Repeal and savings\n\n> > (1) The [Roman Catholic Church Communities’ Lands Regulation 2017](/view/html/repealed/current/sl-2017-0452) is repealed.\n> \n> > (2) An act, matter or thing that, immediately before the repeal of the [Roman Catholic Church Communities’ Lands Regulation 2017](/view/html/repealed/current/sl-2017-0452), had effect under that Regulation continues to have effect under this Regulation.","sortOrder":15}],"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"},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"Based on the available metadata, there is no indication that the scope of this regulation changed from its original intent. It has remained in the same form since it commenced on 12 August 2022, with no amendments recorded."},"complexity_factors":["The actual substantive provisions of the regulation were not included in the provided text, making full assessment impossible","The regulation sits within a niche area of law combining religious organisation governance and property/land law","It operates as subordinate legislation under a parent Act, meaning its rules must be read alongside that Act to be fully understood","The automatic repeal mechanism under the Subordinate Legislation Act 1989 adds a procedural layer to track","Score is kept low because no complex substantive provisions were visible to analyse"],"plain_english_summary":"This NSW regulation sets out the detailed rules for managing and administering land owned by Roman Catholic Church communities in NSW. It took effect 12 August 2022 and is scheduled for automatic repeal on 1 September 2027. Although the specific provisions aren’t provided here, it primarily affects church communities, trustees, administrators and property managers because it governs how Church land must be handled, transferred, and managed."},"issue_detection":{"absurdities":[],"contradictions":[]},"kimi_summary":{"content_quality":"ok","complexity_score":6,"scope_assessment":{"changed":false,"description":"The regulation remains tightly focused on its original purpose: adapting the Corporations Act winding-up procedures for Roman Catholic Church land-holding bodies in NSW. It does not expand beyond this specific adaptation task."},"complexity_factors":["Extensive cross-referencing to the Corporations Act 2001 (Commonwealth) and the Roman Catholic Church Communities' Lands Act 1942 (NSW), requiring readers to hold multiple statutes in mind simultaneously","20 specific 'prescribed matters' in section 5 that must be disregarded when applying Chapter 5, creating a negative drafting approach (defining what doesn't apply)","Multiple layers of modification: the NSW Act modifies Chapter 5, the Corporations (Ancillary Provisions) Act 2001 modifies it, and this Regulation adds a third layer of modifications","Substitution of standard corporate terminology with ecclesiastical equivalents (director→member, secretary→Provincial, rules→Supreme Court (Corporations) Rules)","Specific section-by-section surgical amendments (omitting subsections, inserting replacement text, modifying cross-references) rather than blanket exclusions","Nested conditional logic in section 5 distinguishing between provisions 'solely about' prescribed matters versus provisions that 'also deal with other matters'","Requirement to read modified versions of substituted sections (section 9 inserts a new section 493, which appears as a standalone provision in the regulation text)"],"plain_english_summary":"This regulation adapts Australia's national corporate insolvency laws (the Corporations Act) so they can be used to wind up (close down) special religious land-holding bodies in New South Wales.\n\n**Who it affects:**\n- **Roman Catholic Church land-holding bodies** in NSW — these are corporations set up under the Roman Catholic Church Communities' Lands Act 1942 to hold property for Catholic parishes, schools, and other church purposes\n- **The Bishop** of the relevant diocese, who has special powers to apply for winding up\n- **Liquidators** and **courts** handling the closure of these bodies\n\n**What it does:**\n- **Strips out commercial concepts** that don't apply to church land-holding bodies — things like shares, dividends, debentures, insolvent trading rules, and ASIC (the corporate regulator) involvement\n- **Rewrites key terms** — for example, \"director\" becomes \"member\" and \"secretary\" becomes \"Provincial\" (a church official)\n- **Changes where money goes** — instead of surplus assets going to ASIC or shareholders, they go back to the church under the NSW Act\n- **Removes entire chunks** of the national law (Parts 5.1, 5.2, 5.3A, 5.4, 5.4A, 5.7, 5.8, 5.8A and 5.9) that deal with voluntary administration, schemes of arrangement, and other corporate restructuring tools irrelevant to church bodies\n\n**Why it matters:**\nWhen a Catholic parish or school entity needs to close, this regulation provides a clear, legally recognised way to wind it up using familiar court-supervised processes — but adapted so they make sense for organisations that don't operate like normal businesses (no shareholders, no profit motives, no ASIC oversight). It ensures church property is handled according to church and NSW law, not standard corporate rules."},"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":true,"description":"This instrument replaces the 2017 Regulation (s 2 and s 12(1)) and updates how Chapter 5 of the Corporations Act applies to bodies under the Roman Catholic Church Communities’ Lands Act 1942. It narrows, omits and substitutes many Corporations Act provisions (see ss 5–6 and 7), redirects filings and surplus-distribution processes to NSW Act/Court procedures (see ss 8 and 10), and preserves existing acts under the old Regulation (s 12(2)). These changes alter the operational scope compared with the prior instrument."},"complexity_factors":["Extensive selective omissions of Parts and specific sections of Chapter 5 (see s 6) create a non-standard, partial application of the Corporations Act.","Prescribed matters to be disregarded (shares, dividends, directors’ duties, insolvency regimes, ASIC powers, meetings, etc.) require careful parsing to know which Commonwealth rules remain (see s 5).","Multiple cross‑references and read‑as substitutions: officer→member, secretary→Provincial, solicitor→Australian legal practitioner; rules→Supreme Court (Corporations) Rules (see s 7(1)–(4)), altering who has responsibilities and who acts for the entity.","Shifting procedural and administrative responsibilities from ASIC to NSW Court/NSW Act mechanisms (e.g. omission of ‘by ASIC’ (s 8(2)); payments and surplus to be dealt with under NSW Act, ss 23–24 (s 10(3)–(4))).","Modifications to insolvency and winding up triggers and timing (e.g. winding up deemed to begin on order day (s 10(1)); liquidator’s duty to apply to Court if unable to pay within 12 months (s 9(2) as substituted)).","Procedural replacements such as filing notices of disclaimer with the Court instead of lodging with ASIC (s 10(6)) change compliance paths and timelines.","Interplay of Commonwealth statute (Corporations Act) with state Act and this Regulation requires legal interpretation to resolve conflicts and application scope (see ss 4 and 11).","Repeal and savings preserving prior effects (s 12) add transitional complexity for ongoing matters started under the 2017 Regulation."],"plain_english_summary":"This Regulation adapts Chapter 5 (winding up) of the Corporations Act so it applies to bodies corporate governed by the Roman Catholic Church Communities’ Lands Act 1942 and repeals the 2017 Regulation. It changes which Corporations Act provisions apply, rewords key roles and shifts certain filings and surplus-distribution steps from ASIC processes to NSW Court/NSW Act processes, affecting members, provincials, liquidators and the Bishop."}},"importantCases":[],"_links":{"self":"/api/acts/roman-catholic-church-communities-lands-regulation-2022","history":"/api/acts/roman-catholic-church-communities-lands-regulation-2022/history","analysis":"/api/acts/roman-catholic-church-communities-lands-regulation-2022/analysis","conflicts":"/api/acts/roman-catholic-church-communities-lands-regulation-2022/conflicts","importantCases":"/api/acts/roman-catholic-church-communities-lands-regulation-2022/important-cases","documents":"/api/acts/roman-catholic-church-communities-lands-regulation-2022/documents"}}