{"id":"sa:corporations-ancillary-provisions-act-2001","name":"Corporations (Ancillary Provisions) Act 2001","slug":"sa-corporations-ancillary-provisions-act-2001","collection":"act","jurisdiction":"sa","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":438049,"registerId":"sa:corporations-ancillary-provisions-act-2001-seed-1775954629101-plzh7z","compilationNumber":null,"startDate":"2026-04-12","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Corporations (Ancillary Provisions) Act 2001","content":"South Australia\nCorporations (Ancillary Provisions) Act 2001\nAn Act to enact ancillary provisions, including transitional provisions, relating to the enactment by the Parliament of the Commonwealth of new corporations legislation and new ASIC legislation under its legislative powers, including powers with respect to matters referred to that Parliament for the purposes of section 51(xxxvii) of the Constitution of the Commonwealth.\n\nContents\nPart 1—Preliminary\n1\tShort title\n3\tDefinitions\n4\tCorresponding provision\n5\tOperation of Act\nPart 2—Transitional provisions\n6\tNational scheme laws\n7\tEffect of section 6\n8\tCertain provisions of State law taken to operate despite national scheme law\n9\tCourt proceedings and orders\n10\tExisting rules of court continue to have effect\n11\tReferences to old/new corporations legislation or old/new ASIC legislation\n12\tReferences to companies incorporated in a State or Territory\nPart 3—Application of Commonwealth Corporations legislation to State matters\n13\tDefinitions\n14\tState provisions to which this Part applies\n15\tEffect of declaratory provisions\n16\tModifications to applied law\n17\tConferral of functions on ASIC\n18\tConferral of functions or duties on State Courts\n19\tImplied application of regulations and other provisions of Corporations legislation\n20\tProceedings for offences\n21\tApplication of Corporations legislation by other means\nPart 4—General\n22\tPower to amend certain statutory instruments\n22A\tPower to make interim regulations construing certain references in Acts\n23\tRules of the Supreme Court\n24\tASIC has certain functions and powers\n25\tOutstanding property held by CAC\n25A\tValidation—FSR Amendments\n26\tRegulations\nSchedule—Table\nLegislative history\n\nThe Parliament of South Australia enacts as follows:\nPart 1—Preliminary\n1—Short title\nThis Act may be cited as the Corporations (Ancillary Provisions) Act 2001.\n3—Definitions\n\t(1)\tIn this Act—\nASIC means the Australian Securities and Investments Commission;\ncarried over provision—\n\t(a)\tof the old corporations legislation means a provision of that legislation that—\n\t(i)\twas in force immediately before the relevant time; and\n\t(ii)\tcorresponds to a provision of the new corporations legislation; and\n\t(b)\tof the old ASIC legislation means a provision of that legislation that—\n\t(i)\twas in force immediately before the relevant time; and\n\t(ii)\tcorresponds to a provision of the new ASIC legislation;\nco-operative scheme laws has the meaning given by section 84 of the Corporations (South Australia) Act 1990;\ncorresponds has a meaning affected by section 4;\nlaw of the State includes an instrument of a legislative character made under an Act;\nliability includes a duty or obligation;\nmade includes issued, given or published;\nnational scheme law of this jurisdiction has the same meaning as in the Corporations (South Australia) Act 1990;\nnew ASIC Act means the Australian Securities and Investments Commission Act 2001 of the Commonwealth;\nnew ASIC legislation means—\n\t(a)\tthe new ASIC Act; and\n\t(b)\tthe new ASIC Regulations (as amended and in force from time to time) and any other regulations made under the new ASIC Act; and\n\t(c)\tthe laws of the Commonwealth referred to in paragraph (a)(ii) and (in relation to the State) paragraph (b)(iii) of the definition of old ASIC legislation in section 254(1) of the new ASIC Act, being those laws as they apply after the relevant time; and\n\t(d)\tthe preserved instruments;\nnew ASIC Regulations means the old ASIC Regulations that, because of section 264 of the new ASIC Act, have effect as if they were made under section 251 of that Act;\nnew Corporations Act means the Corporations Act 2001 of the Commonwealth;\nnew corporations legislation means—\n\t(a)\tthe new Corporations Act; and\n\t(b)\tthe new Corporations Regulations (as amended and in force from time to time) and any other regulations made under the new Corporations Act; and\n\t(c)\tthe laws of the Commonwealth referred to (in relation to the State) in paragraph (c) of the definition of old corporations legislation in section 1371(1) of the new Corporations Act, being those laws as they apply after the relevant time; and\n\t(d)\tthe preserved instruments;\nnew Corporations Regulations means the old Corporations Regulations that, because of section 1380 of the new Corporations Act, have effect as if they were made under section 1364 of that Act;\nold application Act means the Corporations (South Australia) Act 1990 as in force from time to time before the relevant time;\nold ASIC Act means the Australian Securities and Investments Commission Act 1989 of the Commonwealth as in force from time to time before the relevant time;\nold ASIC law means the ASIC Law of South Australia (within the meaning of the old application Act) as in force from time to time before the relevant time;\nold ASIC legislation means—\n\t(a)\tthe old ASIC Law and the old ASIC Regulations, and any instruments made under that Law or those Regulations; and\n\t(b)\tthe old application Act, and any instruments made under that Act, as applying in relation to the old ASIC Law and the old ASIC Regulations from time to time before the relevant time; and\n\t(c)\tthe laws of the Commonwealth as applying in relation to the old ASIC Law and the old ASIC Regulations from time to time before the relevant time as laws of, or for the government of, the State because of Part 8 of the old application Act, and any instruments made under those laws as so applying;\nold ASIC Regulations means the ASIC Regulations of South Australia (within the meaning of the old application Act) as in force from time to time before the relevant time;\nold Corporations Law means the Corporations Law of South Australia, within the meaning of the old application Act, as in force from time to time before the relevant time;\nold corporations legislation means—\n\t(a)\tthe old Corporations Law and the old Corporations Regulations, and any instruments made under that Law or those Regulations; and\n\t(b)\tthe old application Act, and any instruments made under that Act, as applying in relation to the old Corporations Law and the old Corporations Regulations from time to time before the relevant time; and\n\t(c)\tthe laws of the Commonwealth as applying in relation to the old Corporations Law and the old Corporations Regulations from time to time before the relevant time as laws of, or for the government of, the State because of Part 8 of the old application Act, and any instruments made under those laws as so applying;\nold Corporations Regulations means the Corporations Regulations of South Australia, within the meaning of the old application Act, as in force from time to time before the relevant time;\norder, in relation to a court, includes any judgment, conviction or sentence of the court;\npreserved instrument means—\n\t(a)\tin relation to the new corporations legislation, an instrument that, because of section 1399 of the new Corporations Act, has effect after the relevant time as if it were made under a provision of the new corporations legislation; and\n\t(b)\tin relation to the new ASIC legislation, an instrument that, because of section 275 of the new ASIC Act, has effect after the relevant time as if it were made under a provision of the new ASIC legislation;\nprevious State corporations law means—\n\t(a)\tthe Companies Act 1962; or\n\t(b)\tthe Marketable Securities Act 1971; or\n\t(c)\tthe Securities Industry Act 1979; or\n\t(d)\ta co-operative scheme law; or\n\t(e)\tany other Act, or provision of an Act, specified by the regulations under subsection (2);\nprovision of a law includes any portion of the law;\nreferring State has the meaning given by section 4 of the new Corporations Act;\nrelevant time means the time when the new Corporations Act, as originally enacted, comes into operation;\nright includes an interest or status;\nState includes the Northern Territory;\nTerritory means the Australian Capital Territory or the Jervis Bay Territory.\n\t(2)\tThe regulations may provide that a specified Act, or a specified provision of an Act, is a previous State corporations law for the purposes of this Act.\n4—Corresponding provision\n\t(1)\tFor the purposes of this Act, a provision (the old provision) of the old corporations legislation or the old ASIC legislation corresponds to a provision (the new provision) of the new corporations legislation or the new ASIC legislation (and vice versa) if—\n\t(a)\tthe old provision and the new provision are substantially the same, unless the regulations specify that the two provisions do not correspond; or\n\t(b)\tthe regulations specify that the two provisions correspond.\n\t(2)\tFor the purposes of this Act, a provision (the old provision) of a previous State corporations law corresponds to a provision (the new provision) of a national scheme law of this jurisdiction (and vice versa) if—\n\t(a)\tthe old provision and the new provision are substantially the same, unless the regulations specify that the two provisions do not correspond; or\n\t(b)\tthe regulations specify that the two provisions correspond.\n\t(3)\tFor the purposes of subsection (1)(a) or (2)(a), differences of all or any of the following kinds are not sufficient to mean that two provisions are not substantially the same:\n\t(a)\tdifferences in the numbering of the provisions;\n\t(b)\tdifferences of a minor technical nature (for example, differences in punctuation, or differences that are attributable to the correction of incorrect cross references);\n\t(c)\tthe fact that one of the provisions refers to a corresponding previous law and the other does not;\n\t(d)\tfor the purposes of subsection (1)(a), the fact that—\n\t(i)\tthe old provision allowed a court to exercise powers on its own motion but the new provision does not; or\n\t(ii)\tthe old provision required a court to apply a criterion of public interest but the new provision requires a court to apply a criterion of justice and equity; or\n\t(iii)\tthe new provision requires ASIC to take account of public interest but the old provision did not;\n\t(e)\tfor the purposes of subsection (1)(a), other differences that are attributable to the fact that the new corporations legislation and the new ASIC legislation apply as Commonwealth laws in this and other States and in the internal Territories;\n\t(f)\tother differences of a kind prescribed by the regulations for the purposes of this paragraph.\n\t(4)\tSubsection (3) is not intended to otherwise limit the circumstances in which two provisions are, for the purposes of subsection (1)(a) or (2)(a), substantially the same.\n\t(5)\tThe regulations may provide that—\n\t(a)\ta specified provision of the old corporations legislation does, or does not, correspond to a specified provision of the new corporations legislation; or\n\t(b)\ta specified provision of the old ASIC legislation does, or does not, correspond to a specified provision of the new ASIC legislation;\n\t(c)\ta specified provision of a previous State corporations law does, or does not, correspond to a specified provision of a national scheme law of this jurisdiction.\n5—Operation of Act\nThis Act has effect despite any provision of the old application Act or of the applicable provisions (as defined in that Act) of the State.\nPart 2—Transitional provisions\n6—National scheme laws\n\t(1)\tThe national scheme laws of this jurisdiction operate of their own force only in relation to—\n\t(a)\tmatters arising before the relevant time; and\n\t(b)\tmatters arising, directly or indirectly, out of such matters,\ninsofar as those matters are not dealt with by the new corporations legislation, the new ASIC legislation or the co-operative scheme laws.\n\t(2)\tExcept as provided by subsection (1) and section 9, the national scheme laws of this jurisdiction have no operation of their own force at and after the relevant time.\n7—Effect of section 6\n\t(1)\tTo the extent that a national scheme law of this jurisdiction ceases to operate of its own force because of section 6, the effect is that which would have resulted had this Act and that law been Commonwealth Acts in relation to which the Acts Interpretation Act 1901 of the Commonwealth as in force on 1 November 2000 applied.\nNote—\nPart III of the Acts Interpretation Act 1901 of the Commonwealth contains provisions dealing with the effect of repeal of an Act. These provisions protect accrued rights and liabilities and allow legal proceedings in respect of them to be commenced or continued. However, this section and section 9 have the effect of cancelling certain rights and liabilities and terminating certain legal proceedings.\n\t(2)\tDespite subsection (1), if by force of Chapter 10 of the new Corporations Act or Part 16 of the new ASIC Act a person acquires, accrues or incurs a right or liability in substitution for a pre-commencement right or liability, the pre-commencement right or liability is cancelled at the relevant time and ceases at that time to be a right or liability under a law of the State.\n\t(3)\tDespite subsection (1), a proceeding in a court that—\n\t(a)\twas started before the relevant time; and\n\t(b)\twas—\n\t(i)\tunder a provision of the old corporations legislation or the old ASIC legislation; or\n\t(ii)\tbrought as, or connected with, a prosecution for an offence against a provision of the old corporations legislation or the old ASIC legislation; and\n\t(c)\twas a proceeding to which section 1383 of the new Corporations Act or section 267 of the new ASIC Act applies at the relevant time; and\n\t(d)\thad not been concluded or terminated before the relevant time,\nis terminated at the relevant time by force of this subsection.\n\t(4)\tDespite subsection (1), if by force of a Commonwealth Act (other than the new Corporations Act) referred to in sections 1393 to 1396 of the new Corporations Act a person becomes liable to pay an amount that is the same, and is in respect of the same matter, as an amount (the pre-commencement amount) that was payable by the person before the relevant time under a provision of the old corporations legislation, the person's liability to pay the pre-commencement amount is cancelled at the relevant time and ceases at that time to be a liability under a law of the State.\n\t(5)\tIn subsection (2)—\npre-commencement right or liability means a right or liability, whether civil or criminal, other than a right or liability under an order made by a court before the relevant time or a liability referred to in section 1397(4) of the new Corporations Act, that—\n\t(a)\twas acquired, accrued or incurred under—\n\t(i)\ta carried over provision of the old corporations legislation or the old ASIC legislation; or\n\t(ii)\ta provision of the old corporations legislation or the old ASIC legislation that was no longer in force immediately before the relevant time; and\n\t(b)\twas in existence immediately before the relevant time.\n\t(6)\tNothing in this Act revives the co-operative scheme laws or otherwise affects the superseding of those laws by the national scheme laws of this jurisdiction as provided by Division 2 of Part 13 of the old application Act and any regulations made under section 80 of that Act for the purposes of that Division.\n8—Certain provisions of State law taken to operate despite national scheme law\n\t(1)\tAny provision of a relevant law of the State that—\n\t(a)\tmakes (or, if not in force, would make on coming into force) provision in relation to a matter in a manner that is inconsistent with a provision or provisions of a national scheme law of this jurisdiction; or\n\t(b)\tbut for the operation of section 5 of the old application Act, would have made (or, if not in force, would have made on coming into force) provision in relation to a matter in a manner that is inconsistent with a provision or provisions of the national scheme law of this jurisdiction,\nis declared by this subsection to have effect despite the provision or provisions of the national scheme law of this jurisdiction with which it is inconsistent and as if the relevant law, or (in the case of a relevant law that is not an Act) the Act under which the relevant law was made, had itself provided expressly for this outcome.\nNote—\nSection 5G of the Corporations Act 2001 of the Commonwealth applies to a provision of a State law that is inconsistent with a provision of the Corporations legislation to which Part 1.1A of that Act applies if that provision operated, immediately before the commencement of that Act, despite the provision of the old Corporations Law or the old ASIC Law that corresponds to the Commonwealth provision.\n\t(2)\tAny provision of a relevant law of the State that provides that the whole of a previous State corporations law or a specified provision of a State corporations law does not apply to a matter is declared by this subsection to also provide that the whole of the old Corporations Law and the old ASIC Law or the corresponding provision (if any) of the old Corporations Law or the old ASIC Law (as the case requires) does not apply to that matter.\nNote—\nUnder section 5F(4) of the Corporations Act 2001 of the Commonwealth if the old Corporations Law or the old ASIC law, or a provision of that Law, did not apply to a matter immediately before the commencement of that Act, then the Corporations legislation to which Part 1.1A of that Act applies, or the corresponding provision of that legislation, does not apply to the matter.\n\t(3)\tSubsection (1) or (2) does not apply to a provision of a relevant law of the State (or a class of provision of relevant laws of the State) specified by the regulations as a provision (or class of provision) to which the subsection does not apply.\n\t(4)\tFor the purposes of subsection (1), a provision of a relevant law of the State is inconsistent with a provision of a national scheme law if it would be inconsistent within the meaning of section 109 of the Constitution of the Commonwealth of Australia if the national scheme law were an Act of the Commonwealth.\n\t(5)\tNothing in this section affects the operation of section 6 of the old application Act in relation to an Act enacted before the commencement of that section or an instrument made under such an Act.\n\t(6)\tIn this section—\nmatter includes act, omission, body, person or thing;\nrelevant law of the State means a law of the State that was enacted or made before the relevant time (whether or not it is in force before that time) other than a national scheme law of this jurisdiction or a previous State corporations law.\n9—Court proceedings and orders\n\t(1)\tThis section applies to a proceeding, whether criminal or civil, in relation to which the following paragraphs are satisfied:\n\t(a)\tthe proceeding was started in a court before the relevant time; and\n\t(b)\tthe proceeding was—\n\t(i)\tunder a provision of the old corporations legislation or the old ASIC legislation; or\n\t(ii)\tbrought as, or connected with, a prosecution for an offence against a provision of the old corporations legislation or the old ASIC legislation; and\n\t(c)\tthe proceeding was not a proceeding to which section 1383 or 1384 of the new Corporations Act or section 267 or 268 of the new ASIC Act applies; and\n\t(d)\tthe proceeding had not been concluded or terminated before the relevant time.\n\t(2)\tWithout limiting section 7(1) but subject to subsection (3), a proceeding to which this section applies may be continued, and any order made by a court in such a proceeding may be appealed against, reviewed or enforced as if section 6 had not been enacted.\n\t(3)\tNothing in this Part, or in the Acts Interpretation Act 1901 of the Commonwealth as applying by force of section 7, operates to preserve the effect of an order to which section 1383(5) of the new Corporations Act or section 267(5) of the new ASIC Act applies and, at the relevant time, that order ceases to have effect as an order of the court by which it was made and any proceeding in relation to such an order is terminated by force of this subsection.\n\t(4)\tFor the avoidance of doubt, Part 9 of the old application Act continues to have the same application to a proceeding to which this section applies as it did before the relevant time.\n\t(5)\tIn this section—\nproceeding includes—\n\t(a)\ta proceeding by way of appeal against, or otherwise seeking review of, an order made by a court; and\n\t(b)\ta proceeding to enforce an order made by a court; and\n\t(c)\tany other proceeding in respect of a breach of an order made by a court.\n10—Existing rules of court continue to have effect\nThe rules of court made under section 51 of the old application Act and all other enabling powers, as in force immediately before the relevant time, continue to have effect (and may be dealt with) at and after the relevant time as if—\n\t(a)\tthey were rules of court in force under section 23; and\n\t(b)\tthey were made for the purposes of the provisions of the corporations legislation (within the meaning of section 23) that correspond to the provisions of the old Corporations Law for which they were made.\n11—References to old/new corporations legislation or old/new ASIC legislation\n\t(1)\tSubject to subsections (2) and (3), a reference in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the State by force of an Act to—\n\t(a)\ta Law, Regulations or instrument of a kind specified in column 1 of the Table in the Schedule is taken, at and after the relevant time, to include a reference to the Act, Regulations or instrument of the kind specified opposite it in column 2 of that Table; or\n\t(b)\ta provision or group of provisions of a Law, Regulations or instrument of a kind specified in column 1 of the Table in the Schedule is taken, at and after the relevant time, to include a reference to the corresponding provision or provisions (if any) of the Act, Regulations or instrument of the kind specified opposite it in column 2 of that Table.\n\t(2)\tThe regulations may do either or both of the following:\n\t(a)\tprovide that subsection (1) does not apply in relation to prescribed references, or references of a prescribed kind—\n\t(i)\tin prescribed Acts or instruments made under Acts; or\n\t(ii)\tin prescribed laws applying as laws of the State by force of an Act; or\n\t(iii)\tin Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind;\n\t(b)\tprovide that subsection (1) applies in relation to prescribed references, or references of a prescribed kind—\n\t(i)\tin prescribed Acts or instruments made under Acts; or\n\t(ii)\tin prescribed laws applying as laws of the State by force of an Act; or\n\t(iii)\tin Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind,\nas if, in that subsection, the words \"to be a reference\" were substituted for the words \"to include a reference\".\n\t(3)\tSubsection (1) does not apply in relation to references in, or taken immediately before the relevant time to be in—\n\t(a)\tthe old application Act or the applicable provisions (as defined in that Act) of the State; or\n\t(b)\ta previous State corporations law or an instrument made under such a law; or\n\t(c)\tthis Act or any regulations made under this Act; or\n\t(d)\tthe Statutes Amendment (Corporations) Act 2001; or\n\t(e)\tthe Acts Interpretation Act 1915; or\n\t(f)\tany other Act, or any provision of an Act, or any kind of Act or provision, specified by the regulations; or\n\t(g)\tan instrument made under an Act, or any provision of an instrument made under an Act, or any kind of instrument made under an Act or provision of such an instrument, specified by the regulations; or\n\t(h)\ta law applying as a law of the State by force of an Act, or any provision of a law applying as a law of the State by force of an Act, or any kind of law applying as a law of the State by force of an Act or provision of such a law, specified by the regulations.\n\t(4)\tFor the purposes of this Act, the regulations may provide that a reference of a specified kind in, or taken immediately before the relevant time to be in, a specified Act or instrument made under an Act or a specified law applying as a law of the State by force of an Act is to be taken to be a reference of the kind specified in relation to the reference in the regulations.\n\t(5)\tAn express reference in an Act, an instrument made under an Act or a law applying as a law of the State by force of an Act to—\n\t(a)\tan Act, regulations or other instrument forming part of the new corporations legislation or the new ASIC legislation; or\n\t(b)\ta provision or group of provisions of such an Act, regulations or other instrument,\nis taken, in relation to events, circumstances or things that happened or arose at a time before the relevant time, to include (unless the contrary intention appears or the context of the reference otherwise requires) a reference to the corresponding provision or provisions of the old corporations legislation, or the old ASIC legislation, as the case requires, of this jurisdiction and of each other jurisdiction referred to in sections 12(2) and (3) and 64(2) and (3) of the old application Act.\n\t(6)\tThe regulations may do either or both of the following:\n\t(a)\tprovide that subsection (5) does not apply in relation to prescribed references, or references of a prescribed kind—\n\t(i)\tin prescribed Acts or instruments made under Acts; or\n\t(ii)\tin prescribed laws applying as laws of the State by force of an Act; or\n\t(iii)\tin Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind;\n\t(b)\tprovide that subsection (5) applies in relation to prescribed references, or references of a prescribed kind—\n\t(i)\tin prescribed Acts or instruments made under Acts; or\n\t(ii)\tin prescribed laws applying as laws of the State by force of an Act; or\n\t(iii)\tin Acts, instruments made under Acts, or law applying as laws of the State by force of an Act, of a prescribed kind,\nas if, in that subsection, the words \"of a jurisdiction specified by the regulations\" were substituted for the words \"of this jurisdiction and of each other jurisdiction referred to in sections 12(2) and (3) and 64(2) and (3) of the old application Act\".\n12—References to companies incorporated in a State or Territory\n\t(1)\tUnless the contrary intention appears and subject to subsections (2) and (4), a reference (however expressed) in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the State by force of an Act to—\n\t(a)\ta company (within the meaning of the Corporations Law of South Australia or of another State or a Territory) incorporated in South Australia or that other State or that Territory; or\n\t(b)\ta company that is incorporated under the Corporations Law of South Australia or of another State or a Territory; or\n\t(c)\ta company that is registered or taken to be registered under the Corporations Law of South Australia or of another State or a Territory; or\n\t(d)\ta body that is taken to be registered as a company under the Corporations Law of South Australia or of another State or a Territory,\nis taken, after the relevant time, to be a reference to a company that, under section 119A or 1378(4) of the new Corporations Act, is taken to be registered in South Australia or that other State or that Territory, as the case requires.\n\t(2)\tUnless the contrary intention appears and subject to subsection (4), a reference (however expressed) in, or taken immediately before the relevant time to be in, an Act, an instrument made under an Act or a law applying as a law of the State by force of an Act to a foreign company (within the meaning of the Corporations Law of South Australia or of another State or a Territory) is taken, after the relevant time, to be a reference to a foreign company within the meaning of the new Corporations Act.\n\t(3)\tUnless the contrary intention appears and subject to subsection (4), a reference (however expressed) in, or taken immediately before the relevant time to be in, an Act or an instrument made under an Act or a law applying as a law of the State by force of an Act to the jurisdiction of incorporation of a corporation, being a company registered or taken to be registered under the Corporations Law of South Australia or of another State or a Territory, is taken, after the relevant time, to be a reference to the State or Territory in which the corporation is taken to be registered under section 119A or 1378(4) of the new Corporations Act.\n\t(4)\tThe regulations may do either or both of the following:\n\t(a)\tprovide that subsection (1), (2) or (3) does not apply in relation to prescribed references, or references of a prescribed kind—\n\t(i)\tin prescribed Acts or instruments made under Acts; or\n\t(ii)\tin prescribed laws applying as laws of the State by force of an Act; or\n\t(iii)\tin Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind;\n\t(b)\tprovide that subsection (1), (2) or (3) applies in relation to prescribed references, or references of a prescribed kind—\n\t(i)\tin prescribed Acts or instruments made under Acts; or\n\t(ii)\tin prescribed laws applying as laws of the State by force of an Act; or\n\t(iii)\tin Acts, instruments made under Acts, or laws applying as laws of the State by force of an Act, of a prescribed kind,\nas if, in that subsection, the words \"to include a reference\" were substituted for the words \"to be a reference\".\nPart 3—Application of Commonwealth Corporations legislation to State matters\n13—Definitions\nIn this Part—\napplied law means a provision or provisions of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, that this Part applies to a matter as if the provision or provisions were a law or laws of the State;\nconfer includes impose;\nCorporations legislation means the Corporations legislation to which Part 1.1A of the new Corporations Act applies;\ndeclaratory provision means a provision of a law of the State to which this Part applies by operation of section 14;\nfunction includes a power;\nmatter includes act, omission, body, person or thing;\nmodification includes addition, exception, omission or substitution;\nperform includes exercise.\n14—State provisions to which this Part applies\n\t(1)\tThis Part applies to a provision of a law of the State if the provision declares a matter to be an applied Corporations legislation matter for the purposes of this Part in relation to any of the following (whether with or without modifications):\n\t(a)\tthe whole of the Corporations legislation;\n\t(b)\ta specified Act, regulations or other instrument forming part of the Corporations legislation;\n\t(c)\ta specified provision or provisions of the Corporations legislation or of an Act, regulations or other instrument forming part of the Corporations legislation.\n\t(2)\tSubsection (1) does not apply to a provision of a law of the State to the extent that it declares a matter to be an applied Corporations legislation matter for the purposes of this Part in relation to a provision or provisions of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, that already applies to the matter as a law of the Commonwealth.\n15—Effect of declaratory provisions\n\t(1)\tSubject to this Part, a declaratory provision has effect in relation to a matter as follows:\n\t(a)\tif the declaratory provision is one to which section 14(1)(a) applies, the whole of the Corporations legislation applies to the matter as if it were a law of the State; and\n\t(b)\tif the declaratory provision is one to which section 14(1)(b) applies, the Act, regulations or other instrument specified by the declaratory provision applies or apply to the matter as if it or they were a law or laws of the State; and\n\t(c)\tif the declaratory provision is one to which section 14(1)(c) applies, the provision or provisions specified by the declaratory provision applies or apply in relation to the matter as if it or they were a law or laws of the State.\n\t(2)\tA provision applied to a matter by a declaratory provision, or taken by force of section 19(1) to apply to the matter, is applied as in force for the time being unless the declaratory provision applies it as in force at a particular time specified by the declaratory provision.\n16—Modifications to applied law\n\t(1)\tThis Part operates to apply a provision of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, as a law of the State subject to the following modifications:\n\t(a)\tsuch modifications as may be specified by or under the law containing the declaratory provision;\n\t(b)\ta reference to ASIC is (unless a function under an applied law is conferred on ASIC as referred to in section 17) taken to be a reference to—\n\t(i)\tthe Minister administering the declaratory provision or such other person (or person belonging to a class of person) as may be specified by the regulations (whether generally or in relation to a particular applied law); or\n\t(ii)\tsuch other person as may be specified by or under the declaratory provision;\n\t(c)\ta reference to the Gazette is a reference to the South Australian Government Gazette;\n\t(d)\ta reference to the Minister is a reference to the Minister administering the declaratory provision;\n\t(e)\ta reference to this jurisdiction is a reference to South Australia;\n\t(f)\tsuch other modifications as are necessary or that are prescribed by the regulations made under this Act, whether generally or in relation to a particular applied law.\n\t(2)\tAny power to make regulations under an Act containing a declaratory provision extends to the making of regulations specifying modifications for the purposes of this Part.\n\t(3)\tExcept as provided by subsection (1), definitions and other interpretation provisions of the Corporations legislation, or of the Act, regulations or other instrument forming part of the Corporations legislation, relevant to the applied law are taken also to apply to the matter that is the subject of the declaratory provision.\n\t(4)\tThis section has effect subject to sections 17 to 20.\n17—Conferral of functions on ASIC\n\t(1)\tNeither a declaratory provision nor an applied law operates to confer a function on ASIC in relation to the applied law unless—\n\t(a)\tthe declaratory provision provides for ASIC to perform that function pursuant to an agreement or arrangement of the kind referred to in section 11(8) or (9A)(b) of the new ASIC Act; and\n\t(b)\tASIC is authorised to perform that function under section 11 of the new ASIC Act.\n\t(2)\tIf a declaratory provision operates to confer a function on ASIC in relation to an applied law, the conferral of that function is taken not to impose a duty to perform that function despite anything to the contrary in the applied law.\n18—Conferral of functions or duties on State Courts\nAn applied law that confers a function or duty on a court or on the Court is taken to confer that function or duty (along with the jurisdiction to perform that function or duty) on the Supreme Court or such other court of the State as may be specified by or under the declaratory provision.\n19—Implied application of regulations and other provisions of Corporations legislation\n\t(1)\tUnless a declaratory provision provides otherwise, the following provisions of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, are also taken to apply to a matter that is the subject of a declaratory provision as if they were laws of the State:\n\t(a)\tthe provisions of any regulations made under the applied law;\n\t(b)\tany provision of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, that creates an offence in relation to a contravention of the applied law or specifies the penalty for an offence created by a provision of the applied law;\n\t(c)\tthe provisions of Part 9.4B (Civil consequences of contravening civil penalty provisions) of the new Corporations Act for the purposes of any provision of the applied law that is a civil penalty provision within the meaning of that Part.\n\t(2)\tThe regulations may prescribe modifications (whether generally or in relation to a particular applied law) of any of the provisions that are also taken to apply to a matter by force of subsection (1) for the purposes of that application.\n20—Proceedings for offences\n\t(1)\tProceedings for an offence against an applied law may be dealt with as an offence against a law of the State.\n\t(2)\tFor the purposes of an offence against an applied law—\n\t(a)\tthe amount of a penalty unit specified in relation to that offence by the applied law, or a provision taken by force of section 19(1) to apply to the matter that is the subject of the declaratory provision, is $100; and\n\t(b)\tthe laws of the State apply in relation to that offence as if the applied law, or a provision taken by force of section 19(1) to apply to the matter that is the subject of the declaratory provision, were a law or laws of the State.\n\t(3)\tWithout limiting subsection (2)(b), the laws of the State referred to in that subsection as applying in relation to an offence include laws with respect to—\n\t(a)\tthe investigation and prosecution of offences; and\n\t(b)\tthe arrest, custody, bail, trial, finding of guilt and conviction of persons charged with offences; and\n\t(c)\tproceedings relating to a matter referred to in paragraph (a) or (b); and\n\t(d)\tthe classification of offences as indictable or summary or indictable triable summarily; and\n\t(e)\tappeals and reviews relating to criminal proceedings and to proceedings of the kind referred to in paragraph (c); and\n\t(f)\tthe sentencing, punishment and release of persons found guilty or convicted of offences; and\n\t(g)\tfines, penalties and forfeitures; and\n\t(h)\tconfiscation of the proceeds of crime.\n21—Application of Corporations legislation by other means\nNothing in this Part prevents a law of the State from applying any provision of the Corporations legislation, or of an Act, regulations or other instrument forming part of the Corporations legislation, as a law of the State otherwise than by means of a declaratory provision.\nPart 4—General\n22—Power to amend certain statutory instruments\n\t(1)\tThe Governor, on the recommendation of the Minister, may make regulations amending a statutory instrument made by the Governor in the exercise of a power conferred by any Act.\n\t(2)\tThe Minister may make a recommendation under subsection (1) only if he or she considers that each amendment proposed to be made by the regulations is consequential on the enactment, or the proposed enactment, by the Parliament of the Commonwealth of—\n\t(a)\tthe new ASIC Act; or\n\t(b)\tthe new Corporations Act; or\n\t(c)\tan Act amending an Act referred to in paragraph (a) or (b).\n\t(3)\tNothing in this section prevents a statutory instrument from being amended otherwise than by regulations made under this section, including an amendment of a kind referred to in subsection (2).\n\t(4)\tIn this section—\nstatutory instrument has the same meaning as in the Acts Interpretation Act 1915.\n22A—Power to make interim regulations construing certain references in Acts\n\t(1)\tIn this section—\naffected reference means—\n\t(a)\ta reference in an Act to a provision of the new ASIC Act or the new Corporations Act; or\n\t(b)\ta reference in an Act to a term, expression or concept defined or used in the new ASIC Act or the new Corporations Act,\nthat is, or is to be, affected in any way by the enactment or proposed enactment by the Parliament of the Commonwealth of an Act amending the new ASIC Act or the new Corporations Act.\n\t(2)\tThe Governor, on the recommendation of the Minister, may make regulations providing that an affected reference in any Act is to be construed as set out in the regulations.\n\t(3)\tThe Minister may make a recommendation under subsection (2) only if he or she considers that—\n\t(a)\teach substantive provision of the proposed regulations is necessary as a consequence of the enactment, or the proposed enactment, by the Parliament of the Commonwealth of an Act amending the new ASIC Act or the new Corporations Act; and\n\t(b)\tsubject to subsection (4), the proposed regulations do not deal with any other matter.\n\t(4)\tRegulations made under this section may deal with matters of a transitional nature (including matters of an application or savings nature) consequent on the enactment of the amending Act referred to in subsection (3)(a).\nNote—\nSection 26(6) and (7) enable a provision of the regulations made under this section to have effect from a time that is earlier than the day on which they are made.\n\t(5)\tRegulations made under this section have effect according to their terms.\n\t(6)\tRegulations made under this section expire on the first anniversary of the day on which they are made unless they are revoked, or expressed to expire, on an earlier day.\n23—Rules of the Supreme Court\n\t(1)\tThree or more Judges of the Supreme Court may make rules of court—\n\t(a)\twith respect to proceedings, and the practice and procedure, of that Court under the Corporations legislation; and\n\t(b)\twith respect to any matter or thing that is—\n\t(i)\trequired or permitted by the Corporations legislation to be prescribed by rules within the meaning of the Corporations legislation; or\n\t(ii)\tnecessary or convenient to be prescribed by such rules for carrying out or giving effect to the Corporations legislation; and\n\t(c)\twithout limitation, with respect to costs, and with respect to rules as to meetings ordered by that Court.\n\t(2)\tWhen a lower court of South Australia is exercising jurisdiction with respect to matters arising under the Corporations legislation, the court must apply the rules of court made under subsection (1), with such alterations that are necessary.\n\t(3)\tIn this section—\nCorporations legislation means—\n\t(a)\tthe new Corporations Act; and\n\t(b)\tthe new ASIC Act; and\n\t(c)\tthe regulations made under the new Corporations Act and the new ASIC Act.\n24—ASIC has certain functions and powers\n\t(1)\tThe Minister, or a person authorised in writing by the Minister, may enter into an agreement or arrangement with ASIC for the performance of functions or exercise of powers by ASIC as an agent of the State, even if those functions or powers are or may be conferred on another person or body by or under a law of the State.\n\t(2)\tAn agreement or arrangement of a kind referred to in subsection (1) has effect by force of this section despite any provision of a law of the State with respect to any function or power that is the subject of the agreement or arrangement.\nNote—\nSection 11(9) of the Australian Securities and Investments Commission Act 2001 of the Commonwealth provides that ASIC has, but is not under a duty to perform, the functions and powers that are the subject of the agreement or arrangement with the State.\n25—Outstanding property held by CAC\nAny estate or interest in property of a company that no longer exists vested in the Corporate Affairs Commission pursuant to section 399 of the Companies Act 1962 and still held by the Corporate Affairs Commission immediately before the commencement of this section will, on that commencement, be taken to be property of a deregistered company under section 601AD of the Corporations Law (and will accordingly vest in ASIC under that section (on the basis that ASIC will take only the same property rights that the Corporate Affairs Commission held)).\n25A—Validation—FSR Amendments\n\t(1)\tIn this section—\nrelevant period means the period—\n\t(a)\tstarting on the commencement of Part 1 of Schedule 1 to the Financial Services Reform Act 2001 of the Commonwealth; and\n\t(b)\tending immediately before the commencement of Part 7 of the Statutes Amendment (Corporations—Financial Services Reform) Act 2002.\n\t(2)\tAnything done or omitted to be done by a person or body during the relevant period that would have been valid and lawful had the Statutes Amendment (Corporations—Financial Services Reform) Act 2002 been in operation at the time at which the thing was done or omitted, must be taken to be, and to have always been, valid and lawful.\n\t(3)\tAnything done or omitted to be done by a person or body during the relevant period that would have been valid and lawful had none of the provisions of the Financial Services Reform Act 2001 of the Commonwealth been in operation at the time at which the thing was done or omitted, must be taken to be, and to have always been, valid and lawful.\n26—Regulations\n\t(1)\tThe Governor may make regulations for or with respect to any matter or thing required or permitted by this Act to be prescribed or necessary to be prescribed to give effect to this Act.\n\t(2)\tWithout limiting subsection (1), the regulations may provide that certain provisions of Part 2 are taken to be modified as set out in the regulations. Those provisions then have effect as if they were so modified.\n\t(3)\tWithout limiting subsection (1), the regulations may—\n\t(a)\tdeclare a matter to be an excluded matter for the purposes of section 5F of the new Corporations Act in relation to—\n\t(i)\tthe whole of the Corporations legislation to which Part 1.1A of that Act applies; or\n\t(ii)\ta specified provision of that legislation; or\n\t(iii)\tthat legislation other than a specified provision; or\n\t(iv)\tthat legislation otherwise than to a specified extent;\n\t(b)\tdeclare a provision of a law of the State, or a provision of a law of the State as amended as specified in the regulations, to be a Corporations legislation displacement provision for the purposes of section 5G of the new Corporations Act (either generally or specifically in relation to a provision of the Corporations legislation to which Part 1.1A of that Act applies).\n\t(4)\tWithout limiting subsection (1), the regulations may make provision for or with respect to enabling jurisdiction conferred by or under the old corporations legislation or the old ASIC legislation or a previous State corporations law to be exercised by a court of the State, or confirming that such jurisdiction is exercisable by a court of the State, including (without limitation) provisions for or with respect to—\n\t(a)\tconferring jurisdiction on courts of the State; and\n\t(b)\tthe construction of references in the old corporations legislation or the old ASIC legislation or a previous State corporations law to Commonwealth authorities and officers; and\n\t(c)\tthe disapplication of provisions of the old corporations legislation or the old ASIC legislation or a previous State corporations law, including provisions that contemplate the administration or enforcement of laws as if they were Commonwealth laws or that contemplate offences and other matters as being offences against and matters under Commonwealth laws; and\n\t(d)\tthe treatment of offences arising under the old corporations legislation or the old ASIC legislation or a previous State corporations law (including the specification of penalties); and\n\t(e)\tprescribing modifications of the old corporations legislation or the old ASIC legislation or a previous State corporations law; and\n\t(f)\tassociated, procedural and consequential matters.\n\t(5)\tWithout limiting subsection (1), the regulations may deal with matters of a transitional nature relating to the transition from the application of provisions of the old corporations legislation or a previous State corporations law to the application of provisions of the new corporations legislation or the new ASIC legislation.\n\t(6)\tAny provision of the regulations may be expressed to take effect from a time that is earlier than the beginning of the day on which the regulations containing the provision are made, not being a time earlier than immediately before the relevant time or, in the case of regulations made under section 22(2)(c) or 22A, the time when the amending Act (or the relevant provision of that Act) comes into operation or is taken to have come into operation.\n\t(7)\tTo the extent to which a provision of a regulation takes effect from a time that is earlier than the beginning of the day on which the regulations containing the provision are made, the provision does not operate so as—\n\t(a)\tto affect in a manner prejudicial to any person (other than the State or an authority of the State), the rights of that person existing before the date of making of those regulations; or\n\t(b)\tto impose liabilities on any person (other than the State or an authority of the State) in respect of anything done or omitted to be done before the date of making of those regulations.\n\t(8)\tThe regulations have effect despite anything to the contrary in Part 2.\n\t(9)\tIn this section—\nmatters of a transitional nature includes matters of an application or savings nature.\nSchedule—Table\n\nColumn 1\nColumn 2\nthe Corporations Law of South Australia\nthe new Corporations Act\nthe Corporations Regulations of South Australia\nthe new Corporations Regulations\nan instrument made under the Corporations Law of South Australia or the Corporations Regulations of South Australia\na corresponding preserved instrument under the new corporations legislation\nthe Corporations Law\nthe new Corporations Act\nthe Corporations Regulations\nthe new Corporations Regulations\nthe Corporations Law of a jurisdiction other than South Australia that is a referring State\nthe new Corporations Regulations\nthe Corporations Regulations of a jurisdiction other than South Australia that is a referring State\nthe new Corporations Regulations\nan instrument made under the Corporations Law, or the Corporations Regulations, of a jurisdiction other than South Australia that is a referring State\na corresponding preserved instrument under the new corporations legislation\nthe old ASIC Law\nPart 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act\nthe ASC Law of South Australia\nPart 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act\nthe old ASIC Regulations\nthe new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act\nthe ASC Regulations of South Australia\nthe new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act\nan instrument made under the old ASIC Law or the old ASIC Regulations\na corresponding preserved instrument under the new ASIC legislation\nan instrument made under the ASC Law of South Australia or the ASC Regulations of South Australia\na corresponding preserved instrument under the ASIC legislation\nthe ASIC Law\nPart 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act\nthe ASC Law\nPart 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act\nthe ASIC Regulations\nthe new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act\nthe ASC Regulations\nthe new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act\nthe ASIC Law of a jurisdiction other than South Australia that is a referring State\nPart 3 of the new ASIC Act except to the extent to which that Part operation in relation to a contravention of Part 2 of that Act\nthe ASC Law of a jurisdiction other than South Australia that is a referring State\nPart 3 of the new ASIC Act except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act\nthe ASIC Regulations of a jurisdiction other than South Australia that is a referring State\nthe new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act\nthe ASC Regulations of a jurisdiction other than South Australia that is a referring State\nthe new ASIC Regulations made for the purposes of Part 3 of the new ASIC Act except to the extent to which they operate in relation to a contravention of Part 2 of that Act\nan instrument made under the ASIC Law, or the ASIC Regulations, of a jurisdiction other than South Australia that is a referring State\na corresponding preserved instrument under the new ASIC legislation\nan instrument made under the ASC Law, or the ASC Regulations, of a jurisdiction other than South Australia that is a referring State\na corresponding preserved instrument under the new ASIC legislation\nLegislative history\nNotes\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 Corporations (Ancillary Provisions) Act 2001 amended the following:\nCompanies (Application of Laws) Act 1982\nCorporations (South Australia) Act 1990\nFutures Industry (Application of Laws) Act 1986\nJurisdiction of Courts (Cross-vesting) Act 1987\nSecurities Industry (Application of Laws) Act 1981\nPrincipal Act and amendments\nNew entries appear in bold.\nYear\nNo\nTitle\nAssent\nCommencement\n2001\n20\nCorporations (Ancillary Provisions) Act 2001\n14.6.2001\n15.7.2001 immediately before the Corporations Act 2001 of the Commonwealth came into operation: Commonwealth of Australia Gazette No. S 285, 13 July 2001: s 2\n2002\n34\nStatutes Amendment (Corporations—Financial Services Reform) Act 2002\n28.11.2002\nPt 7 (ss 17—20)—1.8.2003 (Gazette 10.7.2003 p2913)\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\ns 2\nomitted under Legislation Revision and Publication Act 2002\n1.8.2003\nPt 4\n\n\ns 22\n\n\ns 22(2)\nsubstituted by 34/2002 s 17\n1.8.2003\ns 22A\ninserted by 34/2002 s 18\n1.8.2003\ns 25A\ninserted by 34/2002 s 19\n1.8.2003\ns 26\n\n\ns 26(6)\namended by 34/2002 s 20\n1.8.2003\nPt 5\nomitted under Legislation Revision and Publication Act 2002\n1.8.2003\n","sortOrder":0}],"analysis":{"kimi_summary":{"content_quality":"ok","complexity_score":8,"scope_assessment":{"changed":false,"description":"The legislation appears to remain focused on its original purpose of providing transitional and ancillary provisions for the shift to national corporate law. While it includes specific validation provisions for the Financial Services Reform amendments (section 25A), these are directly related to the core transitional function rather than an expansion into new policy areas."},"complexity_factors":["Extensive cross-referencing between old state laws, new Commonwealth laws, and transitional provisions (e.g., sections 3, 11, 12)","Multiple nested definitions with recursive references (e.g., 'new corporations legislation' defined in terms of 'new Corporations Act', 'new Corporations Regulations', 'preserved instruments', etc.)","Complex conditional logic for determining 'corresponding provisions' between old and new laws with multiple exceptions and regulatory overrides (sections 3-4)","Intricate transitional provisions with multiple exceptions to exceptions regarding preservation of rights, liabilities and proceedings (Part 2, especially sections 6-9)","Mechanism for 'applying' Commonwealth law as state law with extensive modifications and implied provisions (Part 3, sections 13-21)","Regulation-making powers that can modify the Act's operation retrospectively (section 26(6)-(7)) with protective limitations (section 26(7))","Schedule containing detailed translation table mapping old law references to new law references with specific exclusions (e.g., 'except to the extent to which that Part operates in relation to a contravention of Part 2 of that Act')","Interaction with constitutional provisions (section 51(xxxvii) referral of powers) and Commonwealth Acts Interpretation Act 1901"],"plain_english_summary":"This Act smooths South Australia’s shift from pre-2001 state corporate laws to the federal Corporations Act and ASIC Act by preserving ongoing rights and proceedings where needed, validating transition-period actions, and updating state law references to point to the new Commonwealth regime.  \n\nIt affects South Australian companies, parties in pre-July‑2001 corporate litigation, ASIC and state courts, ensuring legal continuity and avoiding gaps or uncertainty as federal corporate law took effect."},"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":false,"description":"The Act's original purpose was to provide ancillary and transitional provisions enabling the State to move from its old corporations and ASIC laws to the Commonwealth Corporations Act and ASIC Act. Subsequent amendments (notably the insertion of ss22A and 25A and related changes in 2002) added targeted transitional tools — an interim regulation power to construe affected references (s22A) and a validation for a specific Financial Services Reform period (s25A). Those additions are technical and transitional in character and stayed within the Act's original ancillary/implementing scope rather than expanding it into unrelated regulatory policy. The Act therefore remains a transitional and mapping instrument rather than a substantive change of policy scope."},"complexity_factors":["Large number of defined terms in s3 and throughout (30+ distinct defined expressions and cross‑definitions, e.g. new corporations legislation, old corporations legislation, preserved instrument, relevant time).","Extensive cross‑references to provisions of the Commonwealth Corporations Act and ASIC Act (multiple specific section references: e.g. new Corporations Act ss1383, 1371, 1393–1399; new ASIC Act ss251, 264, 267, 275).","Multiple layered transitional rules that preserve, substitute or cancel rights and proceedings (notably ss6–9 and s7(2)–(4)), including exceptions to exceptions.","Declaratory application mechanism (Part 3, ss14–16) with bespoke modification rules and implied application of related Commonwealth regulations (s19) — creates conditional logic and local adaptations.","Broad regulatory and executive powers with potential retrospective effect (ss22, 22A, 26(6)) and attendant safeguards (s26(7)), increasing interpretive complexity.","Schedule mapping table that translates many old State instruments to their Commonwealth equivalents — practical but requires careful cross‑checking.","Special validation and transitional provisions added later (s25A) and transfer of specific property interests (s25) increase the number of discrete technical issues to consider.","Rules for court procedure and judicial rule‑making (s10, s23) that interact with existing State practice rules and the Corporations jurisprudence.","Multiple optional paths for the State to preserve, exclude or displace Commonwealth application (s8, s11(2)–(4), s26(3)), producing many corner cases."],"plain_english_summary":"**What this law does (mechanically)\n\n- This Act is a technical, transitional law that lets South Australia move from the old State-based corporations and ASIC (corporate regulator) laws to the Commonwealth Corporations Act 2001 and the Commonwealth ASIC Act 2001. (See definitions in s3 and the mapping Schedule.)\n- It says which State provisions, court rules and existing instruments should instead be read as referring to the new Commonwealth laws (s11, Schedule) and converts many State references to companies, foreign companies and jurisdiction of incorporation to the new Commonwealth definitions (s12).\n- It removes the separate operation of the State \"national scheme\" Corporations laws from the moment the Commonwealth Acts start to operate, but preserves some transitional protections and continues some court proceedings (s6–s10).\n- It creates a mechanism by which a State law can declare that particular Commonwealth Corporations provisions apply to a State matter as if they were State law (declaratory provisions; Part 3, especially ss14–16). When that happens, the Commonwealth provision is applied with specified local modifications (s16). Related Commonwealth regulations and certain civil‑penalty provisions also apply unless a declaratory provision says otherwise (s19).\n- It limits when ASIC (the Commonwealth regulator) is treated as having functions under those applied laws: ASIC only performs State‑conferred functions when there is an express agreement and ASIC is authorised under the Commonwealth ASIC Act (s17, s24).\n- The State can authorise the Governor or the Minister to make modifying regulations to adapt the transition (ss22, 22A, 26). Regulations may be retrospective to just before the Commonwealth commencement date, subject to protections against prejudicing private rights (s26(6)–(7)).\n- It deals with some specific technical matters: transfer of property held by the old Corporate Affairs Commission to ASIC for deregistered companies (s25), and validation of actions during a particular Financial Services Reform transition window (s25A).\n\nWho it affects\n\n- Companies, officers and advisers in South Australia whose rights, obligations or proceedings were governed by the old State Corporations or ASIC laws (see s3 definitions and ss6–9 for transitional effects).\n- Courts and judges who continue to manage existing proceedings and who must apply adapted rules for Corporations matters (s9, s10, s23).\n- The State Minister and Governor, who get regulatory and delegation powers to implement the transition (ss22, 22A, 26, 24).\n- ASIC, which may be contracted by the State to perform functions for State purposes but is not under a legal duty to do so except under the Commonwealth Act (s17, s24).\n\nWhy it matters (practical effects, incentives and trade‑offs)\n\n- Primary effect: it replaces a patchwork of State Corporations law with a Commonwealth framework while providing legal continuity for ongoing matters (s6–s9). This changes where corporate regulatory rules originate and how they are enforced (ss11–12, Part 3).\n- Who pays / who bears costs: regulated entities (companies, directors, advisers) must comply with Commonwealth provisions where those provisions are applied to State matters; compliance costs may change where Commonwealth rules differ in scope or detail. The Act fixes the penalty unit for State prosecutions under applied laws at $100 (s20(2)(a)), which concretely fixes monetary penalties for State prosecutions of applied offences.\n- Who decides: the Minister and Governor have substantial administrative discretion to make regulations and to specify how Commonwealth provisions should be modified for State application (ss22, 22A, 26). That grants the Executive flexibility to smooth the transition, but also concentrates implementation choices in the executive rather than in Parliament.\n- Behavioural change for private parties: some pre‑commencement rights or liabilities are cancelled where the Commonwealth scheme substitutes new rights or liabilities (s7(2) and s7(5)). Certain pending proceedings are terminated (s7(3)), while other proceedings started before commencement may continue under the old rules (s9). Parties should review whether existing claims survive the transition and whether conduct that was lawful under the old regime remains lawful under the new regime.\n- Compliance burden and legal risk: the Act creates a complex mapping from old State provisions to Commonwealth provisions (s4, s11, Schedule). That mapping plus wide regulatory powers (s26) increases legal complexity and creates implementation risk — especially where retrospective modification of State rules is permitted (s26(6)–(7)).\n- Effects on private enterprise and markets: the Act does not itself change substantive corporate policy but changes the legal vehicle (Commonwealth Acts instead of State Acts). That can harmonise regulation across jurisdictions (reducing duplication) and can change administrative interlocutors (more work with ASIC or the Commonwealth framework). The State can, however, preserve or carve out specific State provisions where the regulations declare them excluded or displacement provisions (s8(1), s26(3)).\n\nConcrete trade‑offs and operational notes\n\n- Benefit: a single Commonwealth framework simplifies national regulation and reduces the need to maintain separate State corporations codes (mechanism: substitution and mapping in s11 and the Schedule).\n- Cost / risk: cancellation or substitution of pre‑commencement rights (s7) can extinguish private entitlements; retrospective or broad regulation‑making powers (s26, s22A) increase legal uncertainty if used extensively.\n- Concentration of discretion: the Minister/Governor can make consequential regulations (s22, s26) and interim construing regulations (s22A). That speeds technical fixes but places significant interpretive power in the Executive rather than Parliament.\n- ASIC role: the State may contract ASIC to perform State functions (s24) but ASIC’s statutory duty to perform is limited by the Commonwealth Act (s17). That makes ASIC a potential service provider rather than an automatic enforcer of State policy.\n\nKey sections to look at for specific issues\n\n- Definitions and what “corresponds” means: s3 and s4.  \n- Cessation of State national scheme operation and substituted effects: ss6–7.  \n- Treatment of ongoing court proceedings: s9.  \n- How Commonwealth provisions are applied in the State and how they’re modified: Part 3 (ss14–19).  \n- Minister/Governor powers to make transitional or construing regulations and their possible retrospective effect: ss22, 22A, 26.  \n- ASIC contracting and limitations on conferring functions: ss17, 24.  \n- Validation for the Financial Services Reform transition period: s25A.\n\nOverall, the Act is a technical vehicle that maps and adapts Commonwealth corporations and ASIC laws into the State system for transition and for selective State application, while preserving certain ongoing proceedings and allowing executive regulation to fill gaps or make modifications (see ss4, 6–9, 11–16, 22, 26)."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. 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