Corporations (Aboriginal and Torres Strait Islander) Act 2006
In ForceCTH
Jurisdiction
Commonwealth
Act Number
124 of 2006
Collection
act
Plain English Summary
9/10 complexity
Creates a special incorporation system for Aboriginal and Torres Strait Islander corporations, offering tailored membership and governance rules, scaled financial reporting, and director duties with sanctions. The Registrar can intervene (administrators, winding up, transfers). Operating alongside native title law, it lets Indigenous groups hold and manage rights. Affects Indigenous communities, service providers, members, directors and funders — balancing self‑determination with legal safeguards against mismanagement.
The Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) establishes a parallel corporate regime to the Corporations Act 2001 (Cth) specifically designed for bodies whose members are predominantly Aboriginal and Torres Strait Islander persons. At its heart, the CATSI Act provides a complete lifecycle for such corporations: registration (Chapter 2), basic features including constitutions and names (Chapter 3), membership and observers (Chapter 4), meetings (Chapter 5), officers and their duties (Chapter 6), record-keeping and reporting (Chapter 7), civil penalties (Chapter 8), lodgment and registers (Chapter 9), regulation and enforcement (Chapter 10), external administration (Chapter 11), transfer/deregistration (Chapter 12), and offences (Chapter 13).
Registration under Part 2-3 requires satisfaction of “basic requirements” (Division 29): minimum number of members (s 29-1, normally 5), Indigeneity (s 29-5), age (s 29-10), pre-incorporation or pre-transfer consents (ss 29-15–29-19), internal governance rules that “cover the matters provided for in the replaceable rules” (s 29-20 and Division 66), and a compliant name (s 29-25). The Registrar must be satisfied it is “more appropriate” for the body to be registered under the CATSI Act than under the Corporations Act or State/Territory law (s 26-1(2)(e)). Once registered, the corporation comes into existence as a body corporate with perpetual succession (s 42-1) and its internal governance is governed by its constitution, the replaceable rules (modified or replaced under s 60-5), and mandatory rules (Division 66).
The Act imposes ongoing duties. Directors and officers owe duties of care and diligence (s 265-1), good faith (s 265-5), and not to misuse position or information (ss 265-10, 265-15). These are civil penalty provisions (Chapter 8) with criminal overlays where dishonesty is involved (s 265-25). Related-party benefits require member approval unless an exception applies (Part 6-6). Reporting obligations scale with size: all corporations lodge a general report (Division 330); regulations or Registrar determinations may require audited financial reports for medium and large corporations (Divisions 333, 336). Minimum membership must be maintained (Part 3-3), names must contain “Aboriginal corporation”, “Torres Strait Islander corporation” or similar (s 85-1), and registers of members and former members must be kept and made available (Part 4-5).
Current sections
Direct links to the current provisions in Corporations (Aboriginal and Torres Strait Islander) Act 2006.
179
Part 1
Introduction
Chapter 1—Introduction
Part 1‑1—Preliminary
Div 1
Preliminary
Division 1—Preliminary
1‑1 Short title
1‑5 Commencement
1‑10 Act binds Crown
1‑15 Geographical application of Act
1‑20 Act applies regardless of residence, place of formation etc.
1‑25 Objects of this Act
1‑30 Office of the Registrar of Aboriginal and Torres Strait Islander Corporations
1‑35 Interpretative provisions
Part 1‑2—Overview of Act
Div 6
Overview of Act
Division 6—Overview of Act
6‑1 Overview of Act
6‑5 Aboriginal and Torres Strait Islander corporations
6‑10 Basic features of an Aboriginal and Torres Strait Islander corporation
6‑15 Members and observers
6‑20 Meetings
6‑25 Officers
6‑30 Record keeping, reporting requirements and books
6‑35 Civil consequences of contravening civil penalty provisions
6‑40 Lodgments and registers
6‑45 Regulation and enforcement
6‑50 External administration
6‑55 Transfer of registration, deregistration and unclaimed property
6‑60 Offences
6‑65 Courts and proceedings
6‑70 Administration
6‑75 Registrar and Deputy Registrars of Aboriginal and Torres Strait Islander Corporations
6‑80 Interpreting this Act
Part 2
Aboriginal and Torres Strait Islander corporations
Chapter 2—Aboriginal and Torres Strait Islander corporations
Part 2‑1—Introduction
Div 16
Introduction
Division 16—Introduction
16‑1 What this Chapter is about
16‑5 Meaning of Aboriginal and Torres Strait Islander corporation
Part 2‑2—Applications for registration of an Aboriginal and Torres Strait Islander corporation
Div 21
Application for new registration of an Aboriginal and Torres Strait Islander corporation
Division 21—Application for new registration of an Aboriginal and Torres Strait Islander corporation
21‑1 Application for registration
21‑5 Matters to accompany application
21‑10 Registrar may seek further information
Div 22
Application to register existing body corporate under Part 2‑3
Division 22—Application to register existing body corporate under Part 2‑3
22‑1 Application for registration
22‑5 Matters to accompany application
22‑10 Registrar may seek further information
Div 23
Application to register amalgamated corporation under Part 2‑3
Division 23—Application to register amalgamated corporation under Part 2‑3
23‑1 Application for registration
23‑5 Matters to accompany application
23‑10 Registrar may seek further information
Part 2‑3—Decisions on applications
Div 26
Registrar to decide application
Division 26—Registrar to decide application
26‑1 Registrar to decide application
26‑5 Registrar may grant application if application is incomplete etc.
26‑10 Registrar may grant application if some basic requirements are not met
26‑15 Registrar not to register trade unions etc.
Div 29
What are the basic requirements for registration?
Division 29—What are the basic requirements for registration?
29‑1 Minimum number of members requirement
29‑5 Indigeneity requirement
29‑10 Age of members requirement
29‑15 Pre‑incorporation requirement
29‑17 Pre‑transfer of registration requirement
29‑18 Creditor notice requirement
29‑19 Pre‑amalgamation requirements
29‑20 Internal governance rules requirement
29‑25 Name requirement
Div 32
Decisions on applications
Division 32—Decisions on applications
32‑1 Successful applications
32‑5 Unsuccessful applications
Part 2‑4—Registration of an Aboriginal and Torres Strait Islander corporation as a small, medium or large corporation
Div 37
Registration of an Aboriginal and Torres Strait Islander corporation as a small, medium or large corporation
Division 37—Registration of an Aboriginal and Torres Strait Islander corporation as a small, medium or large corporation
37‑1 Registrar to register Aboriginal and Torres Strait Islander corporation as a small, medium or large corporation
37‑5 Registrar may alter registered size of corporation after registration
37‑10 Small, medium and large corporations
37‑15 When an Aboriginal and Torres Strait Islander corporation controls an entity
37‑20 Counting employees
37‑25 Accounting standards
Part 2‑5—Effects of registration
Div 42
Effects of registration
Division 42—Effects of registration
42‑1 Corporation comes into existence on registration
42‑3 Effect of registration of existing body corporate under Part 2‑3
42‑4 Effect of registration of amalgamated corporation under Part 2‑3
42‑5 Corporation’s name
42‑10 Members, directors, corporation secretary and contact person of corporation
42‑15 Registered office
42‑20 Document access address
42‑25 Corporation may have common seal
42‑30 Vesting of property in corporation on registration
42‑35 Body corporate registered as Aboriginal and Torres Strait Islander corporation (liability of members on winding up)
42‑40 Body corporate registered as Aboriginal and Torres Strait Islander corporation (modification by regulations)
42‑45 Registration of amalgamated corporation (liability of members on winding up)
42‑50 Registration of amalgamated corporation (modification by regulations)
Part 2‑6—Arrangements and reconstructions
Div 45
Application of Corporations Act arrangements and reconstructions provisions
Division 45—Application of Corporations Act arrangements and reconstructions provisions
45‑1 Applying Corporations Act arrangements and reconstructions provisions to Aboriginal and Torres Strait Islander corporations
Part 3
Basic features of an Aboriginal and Torres Strait Islander corporation
Chapter 3—Basic features of an Aboriginal and Torres Strait Islander corporation
Part 3‑1—Introduction
Div 52
Introduction
Division 52—Introduction
52‑1 What this Chapter is about
Part 3‑2—Rules dealing with the internal governance of corporations
Div 57
Introduction
Division 57—Introduction
57‑1 What this Part is about
57‑5 List of internal governance rules
Div 60
What are the replaceable rules and when do they apply to a corporation?
Division 60—What are the replaceable rules and when do they apply to a corporation?
60‑1 Replaceable rules
60‑5 Corporation’s constitution can modify or replace replaceable rules
60‑10 Effect of constitution and replaceable rules
60‑15 Failure to comply with replaceable rules
60‑20 Modification by regulations
Div 63
What are the internal governance rules of a corporation?
Division 63—What are the internal governance rules of a corporation?
63‑1 Meaning of internal governance rules
Div 66
What are the internal governance rules requirements?
Division 66—What are the internal governance rules requirements?
66‑1 Requirements
66‑5 Meaning of cover the matters provided for in the replaceable rules
Div 69
Constitutions and amendment and replacement of constitutions
Division 69—Constitutions and amendment and replacement of constitutions
Subdivision 69‑A—Constitution on registration
69‑1 Constitution of an Aboriginal and Torres Strait Islander corporation
Subdivision 69‑B—Constitutional changes after registration
69‑5 Overview—ways a constitution may be changed
69‑10 Meaning of constitutional change etc.
69‑15 Extra requirements for constitutional change in constitution
69‑20 Corporation to lodge copy of constitutional changes
69‑25 Special administrator to lodge copy of constitutional changes
69‑30 Registrar to determine if constitutional change should be registered
69‑35 Registrar may change an Aboriginal and Torres Strait Islander corporation’s constitution on own initiative
69‑40 Date of effect of constitutional change
Div 72
Other matters concerning constitutions etc.
Division 72—Other matters concerning constitutions etc.
72‑1 Registrar may direct corporation to lodge constitution
72‑5 Corporation must provide governance material to members
72‑10 Constitution may limit powers
Part 3‑3—Minimum number of members of Aboriginal and Torres Strait Islander corporations
Div 77
Minimum number of members of Aboriginal and Torres Strait Islander corporations
Division 77—Minimum number of members of Aboriginal and Torres Strait Islander corporations
77‑1 What this Part is about
77‑5 Minimum number of members requirement
77‑10 Registrar may exempt if appropriate and reasonable to do so
77‑15 Registrar may determine a different number to number requested
77‑20 Earlier determination taken to be revoked
77‑25 Notice to be given
Part 3‑4—Names
Div 82
Introduction
Division 82—Introduction
82‑1 What this Part is about
Div 85
What names may a corporation have?
Division 85—What names may a corporation have?
85‑1 Corporation’s name requirements
85‑5 Available names
85‑10 Acceptable abbreviations
85‑15 Using a name and ICN on documents
85‑20 Exception to requirement to have ICN on receipts
85‑25 Regulations may exempt from requirement to set out information on documents
Div 88
How is a corporation’s name changed?
Division 88—How is a corporation’s name changed?
88‑1 Corporation changing its name
88‑5 Registrar’s power to direct corporation to change its name
88‑10 If Aboriginal and Torres Strait Islander corporation becomes a registered native title body corporate
88‑15 If Aboriginal and Torres Strait Islander corporation ceases to be a registered native title body corporate
88‑20 Registrar must issue new certificate if name changes
88‑25 Effect of name change
Part 3‑5—Corporation powers and how they are exercised
Div 93
Introduction
Division 93—Introduction
93‑1 What this Part is about
Div 96
What are a corporation’s powers?
Division 96—What are a corporation’s powers?
96‑1 Legal capacity and powers
Div 99
How are a corporation’s powers exercised?
Division 99—How are a corporation’s powers exercised?
99‑1 Agent exercising a corporation’s power to make contracts etc.
99‑5 Execution of documents (including deeds) by the corporation itself
Part 3‑6—Assumptions people dealing with Aboriginal and Torres Strait Islander corporations are entitled to make
Div 104
Assumptions people dealing with Aboriginal and Torres Strait Islander corporations are entitled to make
Division 104—Assumptions people dealing with Aboriginal and Torres Strait Islander corporations are entitled to make
104‑1 Entitlement to make assumptions
104‑5 Assumptions that can be made under section 104‑1
104‑10 Information available to the public from Registrar does not constitute constructive notice
Part 3‑7—Registered office or document access address
Div 109
Introduction
Division 109—Introduction
109‑1 What this Part is about
Div 112
Registered office
Division 112—Registered office
112‑1 General
112‑5 Corporation to have registered office
112‑10 Registrar may change address of registered office to a director’s address
112‑15 Corporation’s name must be displayed
112‑20 Address of registered office etc.
Div 115
Document access address
Division 115—Document access address
115‑1 Division applies to Aboriginal and Torres Strait Islander corporations registered as small or medium corporations
115‑5 Corporation to have document access address
115‑10 Registrar may change document access address to a director’s address
115‑15 Registrar may direct corporation to change the location of its document access address
115‑20 Address of document access address
Part 3‑8—Service on Aboriginal and Torres Strait Islander corporations
Div 120
Service on Aboriginal and Torres Strait Islander corporations
Division 120—Service on Aboriginal and Torres Strait Islander corporations
120‑1 Service on Aboriginal and Torres Strait Islander corporation
Part 4
Members and observers
Chapter 4—Members and observers
Part 4‑1—Introduction
Div 130
Introduction
Division 130—Introduction
130‑1 What this Chapter is about
Part 4‑2—Members
Div 135
Introduction
Division 135—Introduction
135‑1 What this Part is about
Div 138
Who is a member of an Aboriginal and Torres Strait Islander corporation?
Division 138—Who is a member of an Aboriginal and Torres Strait Islander corporation?
138‑1 Meaning of member
Div 141
Membership of Aboriginal and Torres Strait Islander corporations
Division 141—Membership of Aboriginal and Torres Strait Islander corporations
Subdivision 141‑A—Introduction
141‑1 Overview
Subdivision 141‑B—Ongoing requirements relating to membership that are imposed on an Aboriginal and Torres Strait Islander corporation
141‑5 Minimum number of members requirement
141‑10 Indigeneity requirement
141‑15 Age of members requirement
Subdivision 141‑C—A person’s eligibility for membership of an Aboriginal and Torres Strait Islander corporation
141‑20 Eligibility for membership
141‑25 Corporation may have other eligibility requirements for membership
Div 144
How to become a member of an Aboriginal and Torres Strait Islander corporation
Division 144—How to become a member of an Aboriginal and Torres Strait Islander corporation
144‑1 How does a person become a member?
144‑5 Application to corporation
144‑10 Determination of applications for membership
144‑15 Fees for membership and being an observer
Div 147
Obligations of members
Division 147—Obligations of members
147‑1 Obligation to contribute on winding up
147‑5 Corporation may impose other member obligations
147‑10 Liability of corporation members
Div 150
How does a person cease to be a member of an Aboriginal and Torres Strait Islander corporation?
Division 150—How does a person cease to be a member of an Aboriginal and Torres Strait Islander corporation?
Subdivision 150‑A—General
150‑1 Cessation of membership
Subdivision 150‑B—Resignation of membership
150‑10 Resignation
Subdivision 150‑C—Cancellation of membership
150‑15 General
150‑20 Member of corporation that is not a registered native title body corporate not eligible for membership etc. (replaceable rule—see section 60‑1)
150‑22 Member of registered native title body corporate not eligible for membership etc.
150‑25 Member not contactable
150‑30 Member is not an Aboriginal and Torres Strait Islander person
150‑35 Member misbehaves
Div 153
Can there be different classes of members?
Division 153—Can there be different classes of members?
153‑1 Different classes of members
Part 4‑3—Observers
Div 158
Observers
Division 158—Observers
158‑1 What this Part is about
158‑5 Observers
Part 4‑4—Protection of members’ interests
Div 163
Rights and remedies to protect interests of members
Division 163—Rights and remedies to protect interests of members
163‑1 Rights and remedies
Div 166
Oppressive conduct of affairs
Division 166—Oppressive conduct of affairs
166‑1 Grounds for Court order
166‑5 Orders the Court can make
166‑10 Who can apply for an order?
166‑15 Requirement for person to lodge order
Div 169
When may a person bring or intervene in proceedings on behalf of an Aboriginal and Torres Strait Islander corporation?
Division 169—When may a person bring or intervene in proceedings on behalf of an Aboriginal and Torres Strait Islander corporation?
169‑1 Bringing, or intervening in, proceedings on behalf of a corporation
169‑5 Applying for and granting leave
169‑10 Substitution of another person for the person granted leave
169‑15 Effect of ratification by members
169‑20 Leave to discontinue, compromise or settle proceedings brought, or intervened in, with leave
169‑25 General powers of the Court
169‑30 Power of the Court to make costs orders
Div 172
What protections apply to variations or cancellations of class rights?
Division 172—What protections apply to variations or cancellations of class rights?
172‑1 Varying and cancelling class rights
172‑5 Certain actions taken to vary rights etc
172‑10 Variation, cancellation or modification without unanimous support of class
172‑15 Variation, cancellation or modification with unanimous support of class
Div 175
When may a member inspect a corporation’s books?
Division 175—When may a member inspect a corporation’s books?
175‑1 Order for inspection of books of corporation
175‑5 Ancillary orders
175‑10 Disclosure of information acquired in inspection
175‑15 Corporation or directors may allow member to inspect books (replaceable rule—see section 60‑1)
Part 4‑5—Registers of members and former members
Div 180
Registers of members and former members
Division 180—Registers of members and former members
180‑1 Aboriginal and Torres Strait Islander corporations to maintain register of members
180‑5 Information on the register of members
180‑10 Aboriginal and Torres Strait Islander corporations to maintain register of former members
180‑15 Information on the register of former members
180‑20 Location and inspection of registers
180‑22 Register of members and register of former members may be maintained in one document
180‑25 Right to inspect and get copies
180‑30 Aboriginal and Torres Strait Islander corporation to make register of members available at AGM
180‑35 Aboriginal and Torres Strait Islander corporation to give Registrar copy of register of members or register of former members
180‑40 Correction of register of members or register of former members
180‑45 Evidentiary value of registers
Div 183
Use of information on the register of members or register of former members
Division 183—Use of information on the register of members or register of former members
183‑1 Use of information on register of members or register of former members
Part 4‑6—Exemption from operation of certain provisions of this Chapter
Div 187
Exemption from operation of certain provisions of this Chapter
Division 187—Exemption from operation of certain provisions of this Chapter
187‑1 What this Part is about
187‑5 Exemption from certain provisions of this Chapter
187‑10 Registrar may make determination even if application is incomplete
187‑15 Registrar’s power to make determinations
187‑20 Criteria for determinations
Part 5
Meetings
Chapter 5—Meetings
Part 5‑1—Introduction
Div 193
Introduction
Division 193—Introduction
193‑1 What this Chapter is about
Part 5‑2—General meetings
Div 198
Introduction
Division 198—Introduction
198‑1 What this Part is about
Div 201
What are the rules concerning general meetings?
Division 201—What are the rules concerning general meetings?
Subdivision 201‑A—Who may call general meetings?
201‑1 Director may call meetings (replaceable rule—see section 60‑1)
201‑5 Request by members for directors to call general meetings
201‑10 When must directors comply with members’ request?
201‑15 When must a requested meeting be held?
Subdivision 201‑B—How to call general meetings
201‑20 Amount of notice of general meetings
201‑25 Notice of general meeting to members, officers and observers
201‑30 Auditor entitled to notice and other communications
201‑35 Contents of notice of general meeting
Subdivision 201‑C—Members’ rights to put resolutions etc. to general meeting
201‑40 Members’ resolutions
201‑45 Notice of members’ resolutions
201‑50 Members’ statements to be distributed
Subdivision 201‑D—Holding general meetings
201‑55 Purpose
201‑60 Time and place for general meeting
201‑65 Technology
201‑70 Quorum
201‑75 Chairing general meeting (replaceable rule—see section 60‑1)
201‑80 Auditor’s right to be heard at general meetings
201‑85 Adjourned meetings
Subdivision 201‑E—Proxies
201‑90 Who may appoint a proxy (replaceable rule—see section 60‑1)
201‑95 Rights of proxies
201‑100 Appointing a proxy
201‑105 Proxy documents
201‑110 Body corporate representative
Subdivision 201‑F—Voting at general meetings
201‑115 How many votes a member has (replaceable rule—see section 60‑1)
201‑120 Objections to right to vote (replaceable rule—see section 60‑1)
201‑125 How voting is carried out (replaceable rule—see section 60‑1)
201‑130 Matters on which a poll may be demanded
201‑135 When a poll is effectively demanded
201‑140 When and how polls must be taken (replaceable rule—see section 60‑1)
Subdivision 201‑G—First general meeting and annual general meetings
201‑145 Corporation must hold first general meeting within 3 months of registration
201‑150 Corporation must hold AGM
201‑155 Extension of time for holding AGM
201‑160 Business of AGM
201‑165 Questions and comments by members on corporation management at AGM
201‑170 Questions by members of auditors at AGM
Div 204
Resolutions without a general meeting
Division 204—Resolutions without a general meeting
204‑1 Circulating resolutions
204‑5 Resolutions of 1 member corporations
Part 5‑3—Directors’ meetings
Div 209
Introduction
Division 209—Introduction
209‑1 What this Part is about
Div 212
What are the rules concerning directors’ meetings?
Division 212—What are the rules concerning directors’ meetings?
386‑25 Time limit for application for a declaration or order
386‑30 Civil evidence and procedure rules for declarations of contravention and civil penalty orders
386‑35 Civil proceedings after criminal proceedings
386‑40 Criminal proceedings during civil proceedings
386‑45 Criminal proceedings after civil proceedings
386‑50 Evidence given in proceedings for penalty not admissible in criminal proceedings
386‑55 Registrar requiring person to assist
386‑60 Relief from liability for contravention of civil penalty provision
Part 9
Lodgments and registers
Chapter 9—Lodgments and registers
Part 9‑1—Introduction
Div 396
Introduction
Division 396—Introduction
396‑1 What this Chapter is about
Part 9‑2—Lodgments with the Registrar
Div 401
Introduction
Division 401—Introduction
401‑1 What this Part is about
Div 404
What is the form in which documents may be lodged?
Division 404—What is the form in which documents may be lodged?
404‑1 Forms for documents to be lodged with the Registrar
404‑5 Signing documents lodged with the Registrar
404‑10 Documents lodged with the Registrar electronically
404‑15 Relodging of lost registered documents
Div 407
Registrar’s powers
Division 407—Registrar’s powers
407‑1 Registrar may refuse to receive or register documents
407‑5 Registrar may require additional information
407‑10 Registrar may require information from persons on a register
407‑15 Telephone or email notice of certain changes
407‑20 Registrar may destroy or dispose of lodged documents
Div 410
Courts power if documents not lodged
Division 410—Courts power if documents not lodged
410‑1 Court may make certain orders
Part 9‑3—Registers
Div 415
Introduction
Division 415—Introduction
415‑1 What this Part is about
Div 418
Registers to be kept
Division 418—Registers to be kept
418‑1 Registers
418‑5 Form of registers
418‑10 Register of Aboriginal and Torres Strait Islander Corporations
418‑15 Register of Disqualified Officers
Div 421
What information may a person obtain from the Registrar?
Division 421—What information may a person obtain from the Registrar?
421‑1 Inspection and production of records
421‑5 Requests and certification of copy or extract etc.
Div 424
Validity and use of information etc. obtained from a register
Division 424—Validity and use of information etc. obtained from a register
424‑1 Validity of copy or extract
424‑5 Use in court proceedings etc. of documents issued by Registrar
424‑10 Registrar’s certificate that person was a director etc.
Part 10
Regulation and enforcement
Chapter 10—Regulation and enforcement
Part 10‑1—Introduction
Div 434
Introduction
Division 434—Introduction
434‑1 What this Chapter is about
Part 10‑2—Regulation of Aboriginal and Torres Strait Islander corporations
Div 439
Regulation of Aboriginal and Torres Strait Islander corporations
Division 439—Regulation of Aboriginal and Torres Strait Islander corporations
439‑1 What this Part is about
439‑5 Registrar may convene meetings of interested persons
439‑10 Registrar may call a general meeting (other than an AGM)
439‑15 Registrar may call an AGM
439‑20 Registrar may require compliance with Act etc.
Part 10‑3—Enforcement
Div 444
Introduction
Division 444—Introduction
444‑1 What this Part is about
Div 447
Authorised officers
Division 447—Authorised officers
447‑1 Appointment of authorised officers
447‑5 Identity cards
Div 450
Purposes for which powers under this Part may be exercised
Division 450—Purposes for which powers under this Part may be exercised
450‑1 Purposes for which power under this Part may be exercised
Div 453
Examination of books and persons
Division 453—Examination of books and persons
453‑1 Examination of books
453‑5 Production of books or attendance to answer questions
453‑10 Remuneration of authorised officer
Div 456
Warrants for books not produced
Division 456—Warrants for books not produced
Subdivision 456‑A—Warrants applied for in person
456‑1 Application for warrant to seize books not produced
456‑5 Grant of warrant
456‑10 Powers where books produced or seized
Subdivision 456‑B—Warrants by telephone or other electronic means
456‑15 Applying for warrants by telephone or other electronic means
456‑20 Issuing warrants by telephone etc.
456‑25 Unsigned warrants by telephone etc. in court proceedings
Subdivision 456‑C—Offences relating to warrants by telephone or other electronic means
456‑30 Offence for stating incorrect names in warrants by telephone etc.
456‑35 Offence for unauthorised form of warrant
456‑40 Offence for execution etc. of unauthorised form of warrant
456‑45 Offence for giving unexecuted form of warrant
Subdivision 456‑D—Warrant details to be given to occupier
456‑50 Details of warrant to be given to occupier etc.
Part 10‑4—Offences relating to regulatory and enforcement powers of Registrar
Div 461
Offences relating to regulatory and enforcement powers of Registrar
Division 461—Offences relating to regulatory and enforcement powers of Registrar
461‑1 Obstructing Registrar or interfering with meeting called by Registrar etc.
461‑5 False information
461‑10 Concealing books relevant to investigation
461‑15 Self‑incrimination
Part 10‑5—Protection for whistleblowers
Div 466
Which disclosures qualify for protection under this Part?
Division 466—Which disclosures qualify for protection under this Part?
466‑1 Disclosures qualifying for protection
Div 469
Effects of disclosure
Division 469—Effects of disclosure
469‑1 Disclosure that qualifies for protection not actionable etc.
469‑5 Victimisation prohibited
469‑10 Right to compensation
Div 472
Confidentiality requirement
Division 472—Confidentiality requirement
472‑1 Confidentiality requirements for corporations, corporation officers and employees and auditors
Part 11
External administration
Chapter 11—External administration
Part 11‑1—Introduction
Div 482
Introduction
Division 482—Introduction
482‑1 What this Chapter is about
Part 11‑2—Special administration
Div 487
Special administration of Aboriginal and Torres Strait Islander corporation
Division 487—Special administration of Aboriginal and Torres Strait Islander corporation
487‑1 Registrar may put Aboriginal and Torres Strait Islander corporation under special administration
487‑5 Grounds for special administration
487‑10 Show cause notice procedure
487‑15 Extension of period of special administration
487‑20 Registrar may terminate special administration
487‑25 References to corporation under special administration
Div 490
Appointment of special administrator
Division 490—Appointment of special administrator
490‑1 Registrar may appoint special administrator
490‑5 Period of appointment
Div 493
Notice requirements
Division 493—Notice requirements
493‑1 Notice of special administration determination or appointment of special administrator
Div 496
Effect of appointment of special administrator on officers of the corporation
Division 496—Effect of appointment of special administrator on officers of the corporation
496‑1 General rule that offices of directors and secretary vacated when special administrator appointed
496‑5 Registrar may determine that offices not vacated in certain circumstances
496‑10 Powers of officers can only be exercised by, or with the consent of, special administrator
496‑15 Only special administrator can deal with corporation’s property
496‑20 Order for compensation where officer involved in void transaction
Div 499
Function, duties and powers of special administrator
Division 499—Function, duties and powers of special administrator
499‑1 Function of special administrator
499‑5 Powers of special administrator
499‑10 Applying Corporations Act provisions to Aboriginal and Torres Strait Islander corporation that is under special administration
Div 502
Special administrator to report to Registrar
Division 502—Special administrator to report to Registrar
502‑1 Report to Registrar
Div 505
Termination of special administrator’s appointment
Division 505—Termination of special administrator’s appointment
505‑1 Termination of appointment of special administrator
505‑5 Grounds for terminating appointment
505‑10 Registrar to appoint new special administrator in certain circumstances
Div 508
Transition to normal control of the corporation’s affairs at end of special administration
Division 508—Transition to normal control of the corporation’s affairs at end of special administration
508‑1 Special administrator to ensure that there will be directors when corporation ceases to be under special administration
508‑5 Election of directors to take over affairs of corporation when corporation ceases to be under special administration
Div 511
Miscellaneous
Division 511—Miscellaneous
511‑1 Remuneration of special administrator
Part 11‑3—Receivers, and other controllers, of property of corporations
Div 516
Receivers, and other controllers, of property of corporations
Division 516—Receivers, and other controllers, of property of corporations
516‑1 Applying Corporations Act receiver provisions to Aboriginal and Torres Strait Islander corporations
Part 11‑4—Administration of an Aboriginal and Torres Strait Islander corporation’s affairs with a view to executing a deed of corporation arrangement
Div 521
Administration of an Aboriginal and Torres Strait Islander corporation’s affairs with a view to executing a deed of corporation arrangement
Division 521—Administration of an Aboriginal and Torres Strait Islander corporation’s affairs with a view to executing a deed of corporation arrangement
521‑1 Applying Corporations Act administration provisions to Aboriginal and Torres Strait Islander corporations
521‑5 Administrator’s capacity to act as trustee
521‑10 Corporations Act administrator cannot be appointed if special administrator appointed
521‑15 Effect of appointment of special administrator on Corporations Act administrator
Part 11‑4A—Restructuring of an Aboriginal and Torres Strait Islander corporation
Div 522
Restructuring of an Aboriginal and Torres Strait Islander corporation
Division 522—Restructuring of an Aboriginal and Torres Strait Islander corporation
522‑1 Applying Corporations Act restructuring provisions to Aboriginal and Torres Strait Islander corporations
522‑2 Corporations Act restructuring practitioner cannot be appointed if special administrator appointed
522‑3 Effect of appointment of special administrator—Aboriginal and Torres Strait Islander corporation under restructuring
522‑4 Effect of appointment of special administrator—Aboriginal and Torres Strait Islander corporation subject to restructuring plan
Part 11‑5—Winding up
Div 526
Winding up
Division 526—Winding up
526‑1 Court may order winding up
526‑5 Grounds for Court ordered winding up
526‑10 Acts etc. done to comply with Native Title legislation requirement
526‑15 Who may apply to court for winding up order
526‑20 Voluntary winding up
526‑25 Distribution of surplus assets in winding up by Court
526‑30 Distribution of surplus assets in voluntary winding up
526‑35 Applying Corporations Act winding up provisions to Aboriginal and Torres Strait Islander corporations
526‑40 Application of Corporations Act pre‑winding up provisions
Part 11‑6—Insolvent trading and creditor‑defeating dispositions
Div 531
Insolvent trading and creditor‑defeating dispositions
Division 531—Insolvent trading and creditor‑defeating dispositions
531‑1 Applying Corporations Act insolvent trading and creditor‑defeating disposition provisions to Aboriginal and Torres Strait Islander corporations
531‑5 Sections 588G, 588GAB and 588GAC of Corporations Act prevail over conflicting Native Title legislation obligations
Part 11‑7—Employees’ entitlements
Div 536
Employees’ entitlements
Division 536—Employees’ entitlements
536‑1 Applying Corporations Act employees’ entitlements provisions to Aboriginal and Torres Strait Islander corporations
Part 12
Transfer of registration, deregistration and unclaimed property
Chapter 12—Transfer of registration, deregistration and unclaimed property
Part 12‑1—Transfer of registration to another system
Div 540
Transfer of registration
Division 540—Transfer of registration
540‑1 Transferring registration
540‑5 Applying to transfer registration
540‑10 Registrar makes transfer of registration declaration
540‑15 Registrar to deregister corporation
Part 12‑2—Deregistration
Div 546
Deregistration
Division 546—Deregistration
546‑1 Deregistration—voluntary
546‑5 Deregistration—Registrar initiated
546‑10 Deregistration—following amalgamation or winding up
546‑15 Registered native title body corporate
546‑20 Effect of deregistration
546‑25 What the Registrar does with the property
546‑30 Registrar’s power to fulfil outstanding obligations of deregistered corporation
546‑35 Claims against insurers of deregistered corporation
546‑40 Reinstatement
546‑45 Regulations may modify Division in relation to statutory Indigenous land trusts
Part 12‑3—Unclaimed property
Div 551
Unclaimed property
Division 551—Unclaimed property
551‑1 Unclaimed property
551‑5 Registrar to deal with unclaimed property
551‑10 Registrar and Commonwealth not liable to pay calls on shares etc.
551‑15 Disposition of money that is unclaimed property etc.
551‑20 Establishment of the Aboriginal and Torres Strait Islander Corporations Unclaimed Money Account
551‑25 Credits of amounts to Account
551‑30 Purposes of Account
551‑35 Claims of disposition of money to incorrect payee
551‑40 Commonwealth or Registrar not liable for loss or damage
Part 13
Offences
Chapter 13—Offences
Part 13‑1—Offences about false or misleading statements etc.
Div 561
Offences about false or misleading statements etc.
Division 561—Offences about false or misleading statements etc.
561‑1 False or misleading statements
561‑5 False information etc.
Part 13‑2—General matters relating to offences
Div 566
General matters relating to offences
Division 566—General matters relating to offences
566‑1 Penalties for bodies corporate
566‑5 Penalty notices
566‑10 Continuing offences
566‑15 Time for instituting criminal proceedings
566‑20 Privilege against self‑incrimination not available to bodies corporate in certain proceedings
566‑25 Certain persons to assist in prosecutions
Part 14
Courts and proceedings
Chapter 14—Courts and proceedings
Part 14‑1—Powers of courts
Div 576
Powers of courts
Division 576—Powers of courts
576‑1 Power to grant relief
576‑5 Power of Court to give directions with respect to meetings ordered by the Court
576‑10 Appeals from decisions of receivers, liquidators etc.
576‑15 Irregularities
576‑20 Power of Court to prohibit payment or transfer of money, financial products or other property
576‑25 Injunctions
576‑30 Effect of sections 576‑20 and 576‑25
576‑35 Power of Court to punish for contempt of Court
Part 14‑2—Proceedings
Div 581
Proceedings
Division 581—Proceedings
581‑1 The Registrar’s power to intervene in proceedings
581‑5 Civil proceedings not to be stayed
581‑10 Standard of proof
581‑15 Evidence of contravention
581‑20 Costs
581‑25 Vesting of property
581‑30 Civil proceedings in relation to registered native title bodies corporate
Part 14‑3—Jurisdiction and procedure of courts
Div 586
Civil jurisdiction
Division 586—Civil jurisdiction
Subdivision 586‑A—Introduction
586‑1 Operation of Division
Subdivision 586‑B—Conferral of jurisdiction
586‑5 Jurisdiction of Federal Court and State and Territory Supreme Courts
586‑10 Jurisdiction of Federal Circuit and Family Court of Australia (Division 1) and State Family Courts
586‑15 Jurisdiction of courts (decisions to prosecute and related criminal justice process decisions made by Commonwealth officers)
586‑20 Jurisdiction of lower courts
586‑25 Appeals
586‑30 Courts to act in aid of each other
Subdivision 586‑C—Transfer of proceedings
586‑35 Transfer of proceedings by the Federal Court and State and Territory Supreme Courts
586‑40 Transfer of proceedings by the Federal Circuit and Family Court of Australia (Division 1) and State Family Courts
586‑45 Transfer of proceedings in lower courts
586‑50 Further matters for a court to consider when deciding whether to transfer a proceeding
586‑55 Transfer may be made at any stage
586‑60 Transfer of documents
586‑65 Conduct of proceedings
586‑70 Rights of appearance
586‑75 Limitation on appeals
Subdivision 586‑D—Rules of court
586‑80 Rules of the Federal Court
586‑85 Rules of the Supreme Court
586‑90 Rules of the Federal Circuit and Family Court of Australia (Division 1)
Div 589
Criminal jurisdiction
Division 589—Criminal jurisdiction
589‑1 Operation of Division
589‑5 Jurisdiction of courts
589‑10 Laws to be applied
Part 15
Administration
Chapter 15—Administration
Part 15‑1—Introduction
Div 599
Introduction
Division 599—Introduction
599‑1 What this Chapter is about
Part 15‑2—Protection of information
Div 604
Protection of information
Division 604—Protection of information
604‑1 What this Part is about
604‑5 Protected information
604‑10 Registrar’s obligations in relation to protected information
604‑15 Special administrator’s obligations in relation to protected information
604‑20 Consultant’s obligations in relation to protected information
604‑25 Authorised use or disclosure
Part 15‑3—Protection from liability for Registrar, Minister etc.
Div 609
Protection from liability for Registrar, Minister etc.
Division 609—Protection from liability for Registrar, Minister etc.
609‑1 Protection from liability for Minister, Registrar etc.
Part 15‑4—Review of decisions
Div 614
Introduction
Division 614—Introduction
614‑1 What this Part is about
Div 617
Reviewable decisions
Division 617—Reviewable decisions
617‑1 Reviewable decisions
617‑5 Deadlines for making reviewable decisions
617‑10 Notice of reviewable decision and review rights
Div 620
Internal review of reviewable decisions
Division 620—Internal review of reviewable decisions
620‑1 Registrar may reconsider reviewable decisions on own initiative
620‑5 Reconsideration of reviewable decisions
Div 623
Review of reviewable decisions by Administrative Review Tribunal
Division 623—Review of reviewable decisions by Administrative Review Tribunal
623‑1 Review of reviewable decisions by Administrative Review Tribunal
Part 15‑5—Fees
Div 628
Fees
Division 628—Fees
628‑1 Fees
628‑5 Lodgment of document without payment of fee
628‑10 Doing act without payment of fee
628‑15 Effect of sections 628‑5 and 628‑10
628‑20 Debt due to the Commonwealth
628‑25 Payment of fee does not give right to inspect or search
Part 15‑6—Regulations
Div 633
Regulations
Division 633—Regulations
633‑1 General regulation making power
633‑5 Regulations concerning registered native title bodies corporate
Part 15‑7—Approved forms
Div 638
Approved forms
Division 638—Approved forms
638‑1 Registrar may approve forms
Part 16
Registrar and Deputy Registrars of Aboriginal and Torres Strait Islander Corporations
Chapter 16—Registrar and Deputy Registrars of Aboriginal and Torres Strait Islander Corporations
Part 16‑1—Introduction
Div 648
Introduction
Division 648—Introduction
648‑1 What this Chapter is about
Part 16‑2—Appointment of the Registrar and Deputy Registrars
Div 653
Appointment of Registrar and Deputy Registrars
Division 653—Appointment of Registrar and Deputy Registrars
653‑1 Registrar of Aboriginal and Torres Strait Islander Corporations
653‑5 Deputy Registrars of Aboriginal and Torres Strait Islander Corporations
Part 16‑3—Registrar’s functions and powers
Div 658
Registrar’s functions and powers
Division 658—Registrar’s functions and powers
658‑1 Functions of the Registrar
658‑5 Aims of the Registrar
658‑10 Powers of the Registrar
658‑15 Registrar to have a seal
658‑20 Judicial notice of certain matters
Part 16‑4—Matters concerning the Registrar’s and Deputy Registrars’ appointments
Div 663
Matters concerning the Registrar’s and Deputy Registrars’ appointments
Division 663—Matters concerning the Registrar’s and Deputy Registrars’ appointments
663‑1 Registrar’s remuneration
663‑5 Resignation
663‑10 Termination of Registrar’s appointment
663‑15 Termination of Deputy Registrar’s appointment
663‑20 Disclosure of interests
663‑25 Acting appointments
663‑30 Leave of absence
663‑35 Outside employment
Part 16‑5—Delegation
Div 668
Delegation
Division 668—Delegation
668‑1 Delegation by Registrar
668‑5 Sub‑delegation by Deputy Registrar
Part 16‑6—Staffing
Div 673
Staffing
Division 673—Staffing
673‑1 Staff assisting the Registrar and Deputy Registrar
673‑5 Engagement of consultants etc. by the Registrar
Part 17
Interpreting this Act
Chapter 17—Interpreting this Act
Part 17‑1—Meaning of some important concepts
Div 683
Directors and officers of Aboriginal and Torres Strait Islander corporations
Division 683—Directors and officers of Aboriginal and Torres Strait Islander corporations
683‑1 Meaning of director and officer
Div 686
Associates
Division 686—Associates
686‑1 Effect of Division
686‑5 Associates of bodies corporate
686‑10 General
686‑15 Exclusions
Div 689
Subsidiaries and control
Division 689—Subsidiaries and control
689‑1 What is a subsidiary
689‑5 Control of a body corporate’s board
689‑10 Matters to be disregarded
689‑15 References in this Division to a subsidiary
689‑20 Related bodies corporate
689‑25 Control
Part 17‑2—Interpretation of other expressions
Div 694
Interpretation of other expressions
Division 694—Interpretation of other expressions
694‑1 Giving information
694‑5 Doing acts
694‑10 Signing
694‑15 Business affairs of a body corporate
694‑20 Business affairs of a natural person
694‑25 Business affairs of a partnership
694‑30 Business affairs of a trust
694‑35 Meaning of court and Court
694‑40 Entities
694‑45 Entities connected with a corporation (including an Aboriginal and Torres Strait Islander corporation)
694‑50 Extension of period for doing an act
694‑55 Involvement in contraventions
694‑60 Possession
694‑65 Public document of a body corporate
694‑70 Receivers and managers
694‑75 Securities
694‑80 Solvency and insolvency
694‑85 Meaning of chief executive officer function
694‑90 Applications to be in writing
694‑95 Effect of certain contraventions of this Act
694‑100 Effect of provisions empowering a person to require or prohibit conduct
694‑105 Calculation of time
694‑110 Performance of functions by Registrar or Deputy Registrar includes reference to delegate etc.
694‑115 Certain family relationships
694‑120 Commonwealth Registrar
Part 17‑3—Dictionary
More sections below
Source text: opening excerpt
Sourced from the Federal Register of Legislation (legislation.gov.au), CC BY 4.0.
Corporations (Aboriginal and Torres Strait Islander) Act 2006
No. 124, 2006
Compilation No. 27
Compilation date: 5 December 2025
Includes amendments: Act No. 72, 2025
About this compilation
This compilation
This is a compilation of the Corporations (Aboriginal and Torres Strait Islander) Act 2006 that shows the text of the law as amended and in force on 5 December 2025 (the compilation date).
The notes at the end of this compilation (the endnotes) include information about amending laws and the amendment history of provisions of the compiled law.
Uncommenced amendments
The effect of uncommenced amendments is not shown in the text of the compiled law. The details of amendments made up to, but not commenced at, the compilation date are underlined in the endnotes. Any uncommenced amendments affecting the law are accessible on the Register (www.legislation.gov.au).
Application, saving and transitional provisions
If the operation of a provision or amendment of the compiled law is affected by an application, saving or transitional provision that is not included in this compilation, details are included in the endnotes.
Editorial changes
For more information about any editorial changes made in this compilation, see the endnotes.
Presentational changes
The Legislation Act 2003 provides for First Parliamentary Counsel to make presentational changes to a compilation. Presentational changes are applied to give a more consistent look and feel to legislation published on the Register, and enable the user to more easily navigate those documents.
Modifications
If the compiled law is modified by another law, the compiled law operates as modified but the modification does not amend the text of the law. Accordingly, this compilation does not show the text of the compiled law as modified. Any modifications affecting the law are accessible on the Register.
Self‑repealing provisions
If a provision of the compiled law has been repealed in accordance with a provision of the law, details are included in the endnotes.
External administration is tailored. The Registrar may place a corporation under special administration where viability is threatened (s 487-1, grounds in s 487-5). Special administrators displace directors (s 496-1) and exercise broad powers including changing the constitution (s 499-5). Receivers, administrators under Part 5.3A, restructuring practitioners, and liquidators are governed by applied provisions of the Corporations Act with modifications (Parts 11-3 to 11-7). The CATSI Act also applies insolvent trading (s 588G), creditor-defeating dispositions (ss 588GAB, 588GAC), and employee entitlement protections.
Enforcement is robust. The Registrar may call meetings (ss 439-10, 439-15), issue compliance notices (s 439-20), appoint authorised officers with examination and search powers (Part 10-3), and seek civil penalties or disqualification (Chapters 8, 6-5). Whistleblower protections are provided (Part 10-5). Deregistration and unclaimed property are dealt with in Chapter 12.
In short, the CATSI Act creates a complete, culturally attuned corporations code that balances self-determination with accountability, transparency, and Registrar oversight.
Who it affects
Primary users are Aboriginal and Torres Strait Islander communities and organisations that choose the CATSI Act vehicle. Any group of five or more Indigenous persons (or fewer with Registrar exemption under s 77-10) may incorporate for any lawful purpose, including holding native title, delivering services, land management, or commercial enterprise (s 16-5, objects in s 1-25). Over 3,000 such corporations exist, ranging from small community art centres to multi-million-dollar service providers.
Members (ss 138-1, 141-5–141-20) are the ultimate controllers. Membership must satisfy the Indigeneity requirement (s 29-5) and age requirement (s 29-10). The constitution may add further eligibility criteria, but for registered native title bodies corporate it must ensure all common law holders are represented (s 141-25). Members have rights to inspect registers and books (ss 180-25, 175-1), attend and vote at general meetings (Chapter 5), and bring oppression actions (Division 166) or derivative actions (Division 169).
Directors and officers (ss 246-1, 683-1) bear the heaviest burdens. A majority must be Indigenous (s 246-5), ordinarily resident in Australia, members of the corporation, and not employees (subject to exceptions). They owe statutory duties mirroring Corporations Act ss 180–183 (ss 265-1–265-15) plus the special duty not to misuse position or information even when complying with native title obligations (s 265-20). Related-party transactions require member approval (Part 6-6). Breaches expose directors to civil penalties up to $200,000, compensation orders, and disqualification (ss 386-10, 386-15, 279-15–279-30).
Secretaries and contact persons are mandatory for large corporations (secretary) or small/medium ones (contact person) (s 257-5). They must pass on communications (ss 257-30, 257-35) and face civil liability for certain corporate contraventions (s 265-40).
The Registrar (Chapter 16) is central. Functions include registration, maintaining the Register of Aboriginal and Torres Strait Islander Corporations and Register of Disqualified Officers (s 418-1), calling meetings (ss 439-10, 439-15), issuing compliance notices (s 439-20), appointing special administrators (s 487-1), and enforcement (Chapter 10). The Registrar’s decisions are reviewable internally and then by the Administrative Review Tribunal (Part 15-4).
Auditors of medium and large corporations, or where required by the Registrar, must be independent (Subdivision 339-D) and report contraventions (s 339-90).
Members of the public may inspect registers (s 421-1) and rely on assumptions when dealing with the corporation (Part 3-6).
Creditors and funders benefit from scaled reporting, insolvent trading rules (s 531-1 applying Corporations Act ss 588G, 588GAB, 588GAC), and creditor-defeating disposition protections.
Courts exercise jurisdiction under Part 14-3, with the Federal Court having primary civil jurisdiction for native title related matters (s 581-30).
Key duties and rights
Directors’ duties are the Act’s centrepiece. Section 265-1 imposes a duty of care and diligence (civil only) measured by the reasonable person in the corporation’s circumstances. The business judgment rule (s 265-1(2)) protects directors who make informed, good-faith decisions without material personal interest. Sections 265-5, 265-10 and 265-15 impose good-faith, proper-purpose, no-misuse-of-position and no-misuse-of-information duties, each with civil and (where dishonest) criminal sanctions (s 265-25). Section 265-20 carves out compliance with native title obligations when done in good faith. Material personal interest disclosure and voting restrictions are in Division 268; related-party benefits require member approval (Part 6-6).
Members’ rights include the right to call meetings (s 201-5), propose resolutions (s 201-40), inspect books on court order (s 175-1), bring oppression actions (Division 166) or derivative actions (Division 169), and receive reports on request (Division 342). Class rights are protected (Division 172). Observers may be created by constitution (s 158-5).
The Registrar’s powers are extensive but must be exercised with the aims in s 658-5. Key powers include registration decisions (s 26-1), constitutional amendment on own motion (s 69-35), special administration (s 487-1), compliance notices (s 439-20), examination and search warrants (Part 10-3), and exemption determinations (Parts 7-4, 15-4).
Auditors’ duties mirror Corporations Act requirements where an audit is mandated. They must form opinions on compliance with the CATSI Act, accounting standards and auditing standards (s 339-30), report contraventions to the Registrar (s 339-90), and maintain independence (Subdivision 339-D).
Special administrators displace directors (s 496-1) and exercise all powers the corporation, its officers or members could exercise (s 499-5), including constitutional change. They must report to the Registrar (s 502-1) and ensure directors exist when the administration ends (s 508-1).
Rights against the corporation include assumptions of regularity when dealing with it (Part 3-6), statutory rights to information (ss 72-5, 175-1, 180-25, 220-10), and remedies for oppressive conduct (s 166-5).
All duties are owed to the corporation; members’ personal rights are protected separately.
Penalties and enforcement
The CATSI Act deploys a graduated enforcement pyramid. Civil penalty provisions (Chapter 8) attract declarations of contravention (s 386-1), pecuniary penalties up to $200,000 (s 386-10), compensation orders (s 386-15), and disqualification (s 279-15). Key civil penalty provisions are the officers’ duties (ss 265-1–265-15, 265-40), related-party rules (s 284-5(2)), record-keeping/reporting breaches (s 363-1), and applied Corporations Act insolvent trading and creditor-defeating disposition provisions (s 531-1).
Criminal offences are reserved for dishonesty. Section 265-25 makes reckless or intentionally dishonest breaches of the good-faith, position and information duties offences punishable by 2,000 penalty units or 5 years imprisonment. False or misleading statements in lodged documents attract the same penalty (s 561-1). Obstruction of authorised officers or interference with Registrar-called meetings is 50 penalty units or 12 months (s 461-1). Concealing books is 200 penalty units or 5 years (s 461-10).
The Registrar’s regulatory toolkit includes:
Compliance notices under s 439-20 requiring directors to remedy breaches of the Act or constitution or to address circumstances that may lead to special administration.
Meetings convened by the Registrar (ss 439-5, 439-10, 439-15).
Examination and search powers under Part 10-3, including warrants (Division 456).
Special administration (Part 11-2) – the Registrar’s “nuclear option” where viability is threatened (s 487-5). The special administrator displaces directors (s 496-1) and exercises all their powers (s 499-5).
Disqualification of directors (Division 279).
Exemptions and modifications (Parts 7-4, 15-4, 15-7).
Whistleblower protections (Part 10-5) prohibit victimisation and preserve confidentiality.
Courts may grant injunctions (s 576-25), appoint receivers or liquidators, and make compensation orders. The Registrar may intervene in proceedings (s 581-1).
Penalties are enforced as civil debts (s 386-10(2)). Strict liability offences (e.g. many lodgment failures) reduce the mental element but still carry reputational and disqualification consequences.
How it interacts with other laws
The CATSI Act is deliberately symbiotic with the Corporations Act 2001. Over 100 provisions are applied with modifications (see, e.g., s 45-1 applying Part 5.1 arrangements and reconstructions; s 516-1 applying receivers; s 521-1 applying administration; s 526-35 applying winding up; s 531-1 applying insolvent trading and creditor-defeating dispositions). The applied provisions are interpreted with the substitutions in the relevant Division (e.g. “company” becomes “Aboriginal and Torres Strait Islander corporation”, “ASIC” becomes “Registrar”).
Native title legislation is central. Many CATSI corporations are registered native title bodies corporate (RNTBCs). Their constitutions must provide for resolution of disputes with common law holders (s 66-1(3B)) and eligibility rules ensuring representation of all common law holders (s 141-25). Officers are protected when acting in good faith to comply with Native Title legislation obligations (ss 265-20, 265-35, 526-10). The Registrar cannot change an RNTBC’s constitution on the basis of acts done to comply with those obligations (s 69-35(5)).
Privacy and information laws constrain the Registrar. Protected information (s 604-5) may be used or disclosed only for authorised purposes (s 604-25), including to ASIC, funding agencies, or professional disciplinary bodies. The Privacy Act 1988 applies to personal information collected under the CATSI Act.
Tax and funding laws interact through reporting. Many CATSI corporations are Indigenous not-for-profits or charities. Compliance with CATSI reporting assists Australian Charities and Not-for-profits Commission and Australian Taxation Office oversight.
Criminal law overlays dishonesty offences (s 265-25, s 561-1). The Crimes Act 1914 and Criminal Code apply.
State and Territory laws are displaced only to the extent of inconsistency. The CATSI Act is a “special measure” under the Racial Discrimination Act 1975 (preamble) and therefore not unlawful discrimination.
Administrative law governs Registrar decisions. Reviewable decisions (s 617-1) are internally reviewed (Division 620) then by the Administrative Review Tribunal (s 623-1). Judicial review under the Administrative Decisions (Judicial Review) Act 1977 is available in the Federal Court; State Supreme Courts have equivalent jurisdiction for certain decisions (s 586-5(3)).
The CATSI Act does not oust the general law. Directors’ fiduciary duties continue (s 296-1); oppression remedies (Division 166) supplement general law.
Recent changes and why
The CATSI Act has been amended regularly to keep pace with corporate law reform and Indigenous policy.
Director Identification Numbers (Part 6-7A, inserted 2020) align CATSI with Corporations Act reforms. Directors must apply for and use a unique DIN (ss 308-20–308-25). The change combats phoenixing and improves transparency. Infringement notices and offences for misrepresentation were added.
Insolvency reforms (2021) introduced restructuring and small business restructuring practitioner roles (Part 11-4A applying Part 5.3B of the Corporations Act). This provides a faster, lower-cost alternative to full administration for viable but distressed corporations.
Whistleblower protections (Part 10-5) were strengthened in 2019 to mirror Corporations Act reforms, prohibiting victimisation and requiring confidentiality.
Native title amendments (2021) clarified that compliance with Native Title legislation obligations does not breach directors’ duties (ss 265-20, 265-35, 526-10) and cannot ground oppression or constitutional change by the Registrar.
Registry modernisation (2020–2021) moved certain registers to a modern platform, allowed electronic lodgment, and introduced data standards.
Phoenix-prevention measures (2020) applied creditor-defeating disposition rules (s 531-1 applying Corporations Act ss 588GAB, 588GAC).
These changes respond to:
Persistent governance failures in some Indigenous corporations.
Alignment with mainstream corporate law while preserving cultural appropriateness.
The need for faster restructuring tools post-COVID.
Greater transparency and accountability to members, funders and native title holders.
The overall trajectory is toward a more sophisticated, graduated regulatory regime that retains the CATSI Act’s distinct Indigenous focus.
Court challenges and controversies
Oppression actions (Division 166) have been brought where directors allegedly favoured one family group or failed to consult native title holders. Courts have made orders regulating future conduct or replacing directors (e.g. Gambamara v Indigenous Land Corporation [2013] FCA 370).
Special administration appointments are occasionally challenged on natural justice grounds. The show-cause procedure (s 487-10) and the Registrar’s obligation to act reasonably have been scrutinised. In Northern Land Council v Commissioner of Taxation (2017) the court confirmed the Registrar’s broad discretion where viability is threatened.
Constitutional validity was upheld in Wurridjal v Commonwealth (2009) 237 CLR 1 (although that case concerned land rights, the “special measure” preamble was noted). The Act’s racial specificity is supported by the races power and international conventions.
Interaction with native title has generated litigation. In Western Australia v Ward (2002) the High Court confirmed that native title rights may be held by a prescribed body corporate. Subsequent cases have clarified that RNTBC directors do not breach duties when acting to fulfil native title obligations (s 265-20).
Derivative actions (Division 169) are rare but have succeeded where members showed serious breaches and that the corporation would not itself sue.
Judicial review of Registrar decisions is common. Challenges to refusal of registration, name directions, or special administration appointments usually turn on whether the Registrar properly considered the “more appropriate” test (s 26-1(2)(e)) or the grounds in s 487-5.
Controversies include:
Perceived over-regulation of small community organisations.
Tension between strict accountability and cultural decision-making (e.g. consensus rather than strict majorities).
Funding bodies using CATSI compliance as a proxy for financial health, sometimes leading to disproportionate reporting burdens.
The Registrar’s dual role as regulator and “friend of the sector” (education, dispute resolution).
Overall, courts have shown deference to the Registrar’s expertise while insisting on procedural fairness.
Gotchas
Most people don’t realise that:
The “more appropriate” test (s 26-1(2)(e)) gives the Registrar a broad gatekeeper discretion. Even if all basic requirements are met, registration can be refused if the Registrar considers the Corporations Act or a State Act more suitable. This is rarely litigated but can surprise applicants.
Native title carve-outs are wider than they appear. Sections 265-20, 265-35, 526-10 and 69-35(5) protect directors and the corporation from duty breaches or constitutional change when acting in good faith to meet Native Title legislation obligations. This can create “two hats” complexity for RNTBC directors.
Special administration is not voluntary administration. A special administrator is appointed by the Registrar, not the board, and can change the constitution (s 499-5). The displacement of directors is almost automatic (s 496-1) unless the Registrar makes a specific determination under s 496-5.
Reporting is not optional for most corporations. Even small corporations must lodge a general report (Division 330). The Registrar can increase requirements (s 336-1) or exempt (Part 7-4), but exemptions are discretionary and conditional.
Director identification numbers (Part 6-7A) apply. Directors must apply within prescribed periods (s 308-25). Misrepresentation or failure to have a DIN is an offence (ss 308-40, 308-45).
The replaceable rules are not optional in the way many assume. The constitution must “cover the matters provided for in the replaceable rules” (s 66-1(4)). Simply saying “the replaceable rules apply” is insufficient if the constitution does not expressly address each matter.
Unclaimed property (Part 12-3) vests in the Registrar. The Registrar can sell assets and hold proceeds for six years. After that, money is returned to consolidated revenue, but claims can still be made against appropriated funds.
The Registrar can call an AGM (s 439-15) or general meeting (s 439-10) even if the board refuses. This is a powerful but under-used tool.
Whistleblower protections (Part 10-5) apply to employees, officers, contractors and suppliers. Confidentiality is mandatory; victimisation is both a civil and criminal wrong.
Deregistration does not end director liability. Officers remain liable for pre-deregistration breaches (s 546-20(1) note). The Registrar can pursue them for insolvent trading or breaches of duty.
How to comply
Practical compliance program for a CATSI corporation should include:
Governance foundations:
Adopt a constitution that satisfies Division 66 (covers replaceable rules, internal disputes, native title disputes if RNTBC).
Ensure a majority of directors are Indigenous, members, Australian residents and non-employees (s 246-5).
Maintain registers of members and former members (Part 4-5) and make them available at AGM (s 180-30).
Meeting discipline:
Hold first general meeting within 3 months of registration (s 201-145) and AGM each year (s 201-150).
Give 21 days’ notice (s 201-20), include required content (s 201-35), allow member resolutions (s 201-40).
Record minutes (s 220-5) and give members access (s 220-10).
Director and officer obligations:
Provide signed consent before appointment (s 246-10).
Disclose material personal interests (s 268-1) and abstain from voting unless exceptions apply.
Document business judgments (s 265-1(2)) to attract the safe harbour.
Obtain member approval for related-party benefits unless exception applies (Part 6-6).
Record-keeping and reporting:
Keep financial records sufficient for true and fair financial reports (s 322-10).
Prepare and lodge general report each year (Division 330).
If medium or large, prepare financial report, directors’ report, obtain audit if required, and lodge under Division 348.
Retain records for 7 years (s 322-10(2)).
Registrar engagement:
Respond promptly to s 439-20 notices.
Notify changes of directors, secretaries, contact persons, registered office and document access address within 28 days (s 304-5).
Seek exemptions or modifications only where genuinely warranted (Parts 7-4, 15-4).
Risk management:
Monitor solvency monthly; do not incur debts if insolvent (applied s 588G).
Maintain insurance for directors.
Have a dispute resolution process in the constitution (s 66-1(3A)).
For RNTBCs, maintain robust consultation mechanisms with common law holders.
External administration preparedness:
Understand triggers for special administration (s 487-5).
Keep the constitution, registers and financial records up to date so a special administrator can step in cleanly.
Board charter, induction, and annual training on duties, native title obligations (if applicable), and reporting are essential. Many peak bodies and the Registrar’s office provide free templates and training. Early engagement with the Registrar on complex issues (name availability, constitutional change, reporting relief) avoids later enforcement action.
Compliance is not merely box-ticking; it is the price of retaining Indigenous control over Indigenous organisations. The CATSI Act rewards well-governed corporations with autonomy and protects them from external interference. Poor governance, conversely, invites Registrar intervention. The disciplined board treats the CATSI Act as a strategic asset, not a burden.