{"id":"sa:companies-administration-act-1982","name":"Companies (Administration) Act 1982","slug":"sa-companies-administration-act-1982","collection":"act","jurisdiction":"sa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":438020,"registerId":"sa:companies-administration-act-1982-seed-1775954625593-0cdbi7","compilationNumber":null,"startDate":"2026-04-12","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Companies (Administration) Act 1982","content":"South Australia\nCompanies (Administration) Act 1982\nAn Act to continue the Corporate Affairs Commission; to establish the Companies Auditors and Liquidators Disciplinary Board; and for other purposes.\n\nContents\nPart 1—Preliminary\n1\tShort title\n4\tInterpretation\nPart 2—The Corporate Affairs Commission\nDivision 1—The Corporate Affairs Commission\n6\tCorporate Affairs Commission\n7\tDelegation\n8\tAccounts\n8A\tReport\nDivision 2—The Commissioner, Deputy Commissioner and Assistant Commissioner\n9\tAppointment of the Commissioner\n10\tDeputy Commissioner for Corporate Affairs\n11\tAssistant Commissioner for Corporate Affairs\n12\tOfficers of the Commission\nPart 3—The Companies Auditors and Liquidators Disciplinary Board\n13\tCompanies Auditors and Liquidators Disciplinary Board\n14\tMembership of the Board\n15\tExercise of powers of Board\n16\tTerm of office\n17\tRemuneration\n18\tCompanies Auditors Board to continue in existence\nLegislative history\n\nThe Parliament of South Australia enacts as follows:\nPart 1—Preliminary\n1—Short title\nThis Act may be cited as the Companies (Administration) Act 1982.\n4—Interpretation\nIn this Act, unless the contrary intention appears—\nthe Board means the Companies Auditors and Liquidators Disciplinary Board;\nthe Commission means the Corporate Affairs Commission continued under this Act;\nmember means a member of the Board and includes the deputy of a member.\nPart 2—The Corporate Affairs Commission\nDivision 1—The Corporate Affairs Commission\n6—Corporate Affairs Commission\n\t(1)\tThe Commission, entitled the Corporate Affairs Commission, established by Part 13 of the Companies Act 1962 shall continue in existence.\n\t(2)\tThe Commission—\n\t(a)\tshall be a body corporate with perpetual succession and a common seal; and\n\t(b)\tshall be capable of suing and being sued; and\n\t(c)\tshall be capable of acquiring, holding, dealing with, and disposing of any interest in real or personal property; and\n\t(d)\tshall be capable of acquiring or incurring any other rights or liabilities; and\n\t(e)\tshall hold its property for and on behalf of the Crown; and\n\t(f)\tshall have the powers, authorities, functions and duties conferred, assigned or imposed upon it by or under this or any other Act, or any law of the Commonwealth, a Territory of the Commonwealth or another State.\n\t(3)\tThe Commission shall be constituted of—\n\t(a)\tthe Commissioner for Corporate Affairs; or\n\t(b)\tthe Deputy Commissioner for Corporate Affairs; or\n\t(c)\tthe Assistant Commissioner for Corporate Affairs.\n\t(4)\tAn apparently genuine document purporting to bear the common seal of the Commission shall be presumed in any legal proceedings, in the absence of proof to the contrary, to have been duly executed by the Commission.\n7—Delegation\n\t(1)\tSubject to this Act or any other Act, the Commission may delegate any of the Commission's powers, authorities, functions or duties under this Act or any other Act—\n\t(a)\tto a person employed in the Public Service; or\n\t(b)\tto the person for the time being holding a specified position in the Public Service.\n\t(2)\tA delegation under this section—\n\t(a)\tmust be in writing; and\n\t(b)\tmay be conditional or unconditional; and\n\t(c)\tis revocable at will; and\n\t(d)\tdoes not prevent the delegator from acting in any matter.\n\t(3)\tA delegated function or power may, if the instrument of delegation so provides, be further delegated.\n8—Accounts\n\t(1)\tThe Commission shall keep proper accounts of all moneys received or disbursed by the Commission.\n\t(2)\tThe Auditor-General may at any time, and shall at least once in each calendar year, audit the accounts of the Commission.\n\t(3)\tThe Auditor-General shall have in relation to the accounts and officers of the Commission the powers that are vested in the Auditor-General by the Audit Act 1921 in relation to public accounts and accounting officers.\n8A—Report\n\t(1)\tThe Commission shall, on or before the thirty-first day of December in each year, deliver to the Minister a report of its operations during the period of twelve months that ended on the preceding thirtieth day of June.\n\t(2)\tThe Minister shall cause a copy of the report to be laid before each House of Parliament.\nDivision 2—The Commissioner, Deputy Commissioner and Assistant Commissioner\n9—Appointment of the Commissioner\n\t(1)\tThere shall be a Commissioner for Corporate Affairs.\n\t(2)\tThe Commissioner shall be appointed, and shall hold office, subject to, and in accordance with, the Public Service Act 1967.\n10—Deputy Commissioner for Corporate Affairs\n\t(1)\tThere shall be a Deputy Commissioner for Corporate Affairs.\n\t(2)\tThe Deputy Commissioner shall be appointed, and shall hold office, subject to, and in accordance with, the Public Service Act 1967.\n11—Assistant Commissioner for Corporate Affairs\n\t(1)\tThere shall be an Assistant Commissioner for Corporate Affairs.\n\t(2)\tThe Assistant Commissioner shall be appointed, and shall hold office, subject to, and in accordance with, the Public Service Act 1967.\n12—Officers of the Commission\n\t(1)\tThere shall be such officers of the Commission as are necessary to enable it to perform its functions and duties and to exercise its powers and authorities.\n\t(2)\tAll such officers shall be appointed, and shall hold office, under the Public Service Act 1967.\n\t(3)\tFor the purposes of the exercise or discharge by the Commission of its powers, authorities, duties and functions, the Commission may, with the approval of the Minister and of the body or person concerned and on such terms and conditions as may be approved by the Public Service Board, make use of the services of any of the officers, employees or servants of any body or person.\n\t(4)\tThe Commission may, with the approval of the Public Service Board and on such terms and conditions as may be approved by the Board, appoint persons to be officers of the Commission for the purpose of conducting or assisting in the conduct of investigations or inspections under the Companies (South Australia) Code or under the Securities Industry (South Australia) Code.\n\t(5)\tA person may be appointed to be an officer of the Commission pursuant to subsection (4) for a term not exceeding three years, and upon the expiration of that term, shall be eligible for reappointment.\n\t(6)\tAn officer referred to in subsection (3) is not (in his capacity as such) an officer within the meaning of the Public Service Act 1967 but, if the terms and conditions on which he is appointed so provide, any specified provisions of that Act or the regulations under that Act, whether with or without specified modifications, apply to and in respect of him as if he were an employee within the meaning of that Act.\nPart 3—The Companies Auditors and Liquidators Disciplinary Board\n13—Companies Auditors and Liquidators Disciplinary Board\nFor the purposes of the Companies (South Australia) Code there shall be a Companies Auditors and Liquidators Disciplinary Board, which shall perform the functions and may exercise the powers conferred on it under Division 2 of Part 2 of that Code.\n14—Membership of the Board\n\t(1)\tThe Board shall consist of three persons appointed by the Governor of whom—\n\t(a)\tone shall be a duly qualified legal practitioner of not less than five years' standing who shall be the chairman of the Board; and\n\t(b)\tone shall be selected from a panel of three names nominated by the State Council of the Institute of Chartered Accountants in Australia; and\n\t(c)\tone shall be selected from a panel of three names nominated by the Council of the State Division of the Australian Society of Accountants.\n\t(2)\tIf a Council fails to submit a panel of names in accordance with paragraphs (b) or (c) of subsection (1) within a reasonable time after being requested to do so by the Minister, the Governor may appoint a person of his choice.\n\t(3)\tThe Governor may appoint a person to be the deputy of a member of the Board and that person may, in the absence of the member of whom he has been appointed a deputy, act as a member of the Board.\n\t(4)\tA person appointed to be the deputy of the Chairman of the Board shall be a duly qualified legal practitioner of not less than five years' standing and shall act as Chairman of the Board in the absence of the Chairman.\n\t(5)\tNo act or proceeding of the Board shall be invalid by reason only of a vacancy in the office of a member, or a defect in the appointment of a member.\n\t(6)\tA person who immediately before the commencement of this Act, was a member of the Companies Auditors Board constituted under the Companies Act 1962 shall, from the commencement of this Act, be a member of the Companies Auditors and Liquidators Disciplinary Board and shall be deemed to have been appointed to hold office for the period expiring on the date on which the period for which he was appointed under the Companies Act 1962 would have expired.\n\t(7)\tA person who, immediately before the commencement of this Act, was the deputy of a member of the Companies Auditors Board constituted under the Companies Act 1962 shall be deemed to be the deputy of that member of the Companies Auditors and Liquidators Disciplinary Board under this Act.\n15—Exercise of powers of Board\nAny two members of the Board shall have and may exercise all or any of the powers or authorities of the Board.\n16—Term of office\nA member shall hold office for such time not exceeding three years as is fixed by the terms of his appointment and shall be eligible for re-appointment but a member shall cease to hold office—\n\t(a)\tif, without leave of the Board, he is absent from three consecutive meetings of the Board; or\n\t(b)\tif he becomes an insolvent under administration within the meaning of the Companies (South Australia) Code; or\n\t(c)\tif he is convicted of an offence involving fraud or dishonesty punishable on conviction by imprisonment for three months or more; or\n\t(d)\tif he becomes incapable by reason of mental infirmity of managing his affairs; or\n\t(e)\tif he resigns or dies.\n17—Remuneration\nEach member of the Board shall be entitled to such remuneration, allowances and expenses as are prescribed.\n18—Companies Auditors Board to continue in existence\n\t(1)\tNotwithstanding the repeal of sections 8 and 9 of the Companies Act 1962 by this Act, the Companies Auditors Board established by the Companies Act 1962 continues in existence for such period as is necessary for the Companies Auditors Board to complete any inquiry under section 9(9) of the Companies Act 1962 that had been commenced by the Companies Auditors Board but had not been completed before the repeal of sections 8 and 9 of the Companies Act 1962 and the Companies Auditors Board has, for the purposes of completing such an inquiry, all the powers that it would have had if those sections had not been repealed.\n\t(2)\tWhere, pursuant to subsection (1), the Companies Auditors Board completes an inquiry, the Companies Auditors Board shall not exercise any of the powers mentioned section 9(12) of the Companies Act 1962, but shall furnish to the National Companies and Securities Commission a report on the inquiry.\nLegislative history\nNotes\n\t•\tPlease note—References in the legislation to other legislation or instruments or to titles of bodies or offices are not automatically updated as part of the program for the revision and publication of legislation and therefore may be obsolete.\n\t•\tEarlier versions of this Act (historical versions) are listed at the end of the legislative history.\n\t•\tFor further information relating to the Act and subordinate legislation made under the Act see the Index of South Australian Statutes or www.legislation.sa.gov.au.\nLegislation amended by principal Act\nThe Companies (Administration) Act 1982 amended the following:\nCompanies Act 1962\nPrincipal Act and amendments\nNew entries appear in bold.\nYear\nNo\nTitle\nAssent\nCommencement\n1982\n27\nCompanies (Administration) Act 1982\n25.3.1982\n1.7.1982 being the day on which the Companies (Application of Laws) Act 1982 came into operation (Gazette 1.7.1982 p2): s 2\n1984\n21\nCompanies (Administration) Act Amendment Act 1984\n10.5.1984\n10.5.1984\n2006\n44\nStatutes Amendment (Justice Portfolio) Act 2006\n14.12.2006\nPt 7 (s 11)—18.1.2007 (Gazette 18.1.2007 p234)\nProvisions amended\nNew entries appear in bold.\nEntries that relate to provisions that have been deleted appear in italics.\nProvision\nHow varied\nCommencement\nPt 1\n\n\nss 2 and 3\nomitted under Legislation Revision and Publication Act 2002\n\ns 5\nomitted under Legislation Revision and Publication Act 2002\n\nPt 2\n\n\ns 6\n\n\ns 6(3)\nsubstituted by 21/1984 s 2\n10.5.1984\ns 7\nsubstituted by 44/2006 s 11\n18.1.2007\ns 8A\ninserted by 21/1984 s 3\n10.5.1984\nHistorical versions\nReprint No 1—1.10.1991\n\n","sortOrder":0}],"analysis":{"issue_detection":{"absurdities":[],"contradictions":[]},"flash_summary_failed":{"failed":true,"reason":"Unauthenticated. Configure AI_GATEWAY_API_KEY or use a provider module. Learn more: https://ai-sdk.dev/unauthenticated-ai-gateway","source":"analysis-cron"},"flash_summary":{"complexity_score":4,"scope_assessment":{"changed":true,"description":"Compared with the Companies Act 1962 framework it replaces, this Act continues the Corporate Affairs Commission but re‑frames administration and creates a new Companies Auditors and Liquidators Disciplinary Board to exercise disciplinary functions (see s 6, s 13–15). It also adds explicit reporting and audit duties (s 8, s 8A), a written delegation regime (s 7), and transitional provisions preserving earlier inquiries (s 18), thereby altering institutional arrangements and procedural scope."},"complexity_factors":["Cross-references to other Acts and instruments (Public Service Act 1967 for appointments and employment; Audit Act 1921 for Auditor‑General powers; Companies (South Australia) Code for disciplinary functions) (see ss 9–12, s 8, s 13).","Delegation framework allowing written, revocable delegations and further sub‑delegation (s 7), increasing administrative flexibility and potential discretion.","Mixed appointment routes and nomination panels for Board members (Governor appointments, panels from professional bodies) creating layered selection rules (s 14).","Transitional and continuity provisions preserving prior inquiries and boards (s 18), which create temporal overlap with repealed provisions.","Reporting and annual audit requirements (s 8, s 8A) that impose regular compliance and transparency tasks.","Use of non‑public servants and secondment arrangements for investigations with ministerial and Board/PSB approvals (s 12(3)–(6)), producing variable employment statuses and conditional rules.","Statutory presumption of the Commission’s common seal in proceedings (s 6(4)) which affects evidentiary mechanics."],"plain_english_summary":"Creates and continues a state corporate regulator (the Corporate Affairs Commission), sets its corporate status, governance, reporting and audit duties, and permits delegation and use of public service staff. It also establishes a Companies Auditors and Liquidators Disciplinary Board with specified appointment panels and powers to discipline auditors and liquidators.\n\nThis affects the Commission, public servants supplying services, and company auditors/liquidators; costs fall on the Crown and compliance burdens fall on regulated professionals."},"kimi_summary":{"content_quality":"ok","complexity_score":3,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: continuing the Corporate Affairs Commission and establishing the disciplinary board for auditors and liquidators. The amendments shown in the legislative history are minor (substituting one subsection on delegation, inserting an annual reporting requirement, updating the Commission's constitution). There is no evidence of significant scope creep beyond the original administrative and disciplinary functions."},"complexity_factors":["Short statute (approximately 18 substantive sections)","Only 3 defined terms in the interpretation section ('the Board', 'the Commission', 'member')","Minimal cross-referencing—primarily references to the Companies (South Australia) Code and Public Service Act 1967","Straightforward structural logic: Part 1 (definitions), Part 2 (Commission), Part 3 (Disciplinary Board)","Some conditional logic in section 16 (five specific grounds for removal of Board members) but no nested exceptions","One transitional provision (section 18) allowing the old Companies Auditors Board to finish incomplete inquiries"],"plain_english_summary":"The Act continues South Australia’s Corporate Affairs Commission as the statutory regulator overseeing company law and corporate administration in the State, preserving its legal capacity to operate as a public authority and report to Parliament.  \n\nIt also creates a Companies Auditors and Liquidators Disciplinary Board to investigate and discipline auditors and liquidators, strengthening oversight of those who audit company accounts and wind up failed businesses to protect investor and public confidence."}},"importantCases":[],"_links":{"self":"/api/acts/sa-companies-administration-act-1982","history":"/api/acts/sa-companies-administration-act-1982/history","analysis":"/api/acts/sa-companies-administration-act-1982/analysis","conflicts":"/api/acts/sa-companies-administration-act-1982/conflicts","importantCases":"/api/acts/sa-companies-administration-act-1982/important-cases","documents":"/api/acts/sa-companies-administration-act-1982/documents"}}