Part 2‑3—Decisions on applications

Chapter 1—Introduction ## Part 1‑1—Preliminary #### 1.01 Name of Regulations These Regulations are the Corporations (Aboriginal and Torres Strait Islander) Regulations 2007. #### 1.03 Definitions In these Regulations: > Act means the Corporations (Aboriginal and Torres Strait Islander) Act 2006. > CGA means the consolidated gross assets of a corporation and any entities it controls. > CGOI means the consolidated gross operating income of a corporation and any entities it controls. > Note: For the definition of control see sections 689‑25 and 700‑1 of the Act. > Corporations Act means the Corporations Act 2001. > Corporations Regulations means the Corporations Regulations 2001. > funding body means any of the following: (a) the Commonwealth, a State or a Territory; (b) a Commonwealth, State or Territory statutory authority; (c) a body corporate established for a public purpose by a law of the Commonwealth, a State or a Territory; (d) a body corporate established by the Governor of a State; (e) a body corporate established by the Administrator of the Northern Territory; (f) a body corporate established by the Governor‑General for the Australian Capital Territory. > transitional corporation has the meaning given by subitem 1 (1) of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. Chapter 2—Aboriginal and Torres Strait Islander corporations ## Part 2‑3—Decisions on applications ### Division 29—What are the basic requirements for registration? #### 29‑5.01 Indigeneity requirement For paragraph 29‑5(a) of the Act, the percentage is 51%. > Note: Under paragraph 29‑5(a) of the Act, an Aboriginal and Torres Strait Islander corporation that has 5 or more members meets the Indigeneity requirement if the corporation has at least the prescribed percentage of its members who are Aboriginal and Torres Strait Islander persons. #### 29‑18.01 Creditor notice requirement Written objection—information (1) For paragraph 29‑18(3)(a) of the Act, the information that must be contained in a written objection is: (a) the name of the person claiming to be a substantial creditor of an amalgamating corporation; and (b) the name of the amalgamating corporation; and (c) a statement, signed by the person claiming to be a substantial creditor, that: (i) the amalgamating corporation owes a debt, or debts, to the creditor and the amount of that debt, or the sum of those debts, that is unsecured exceeds the amount mentioned in subregulation (2); and (ii) the creditor objects to the grant of the application made under section 23‑1 of the Act. > Note: It is an offence to provide a false or misleading statement to the Registrar: see section 561‑1 of the Act. Substantial creditor—amount of debt (2) For subparagraph 29‑18(5)(a)(ii) of the Act, the amount is $2 000. > Note: Under subparagraph 29‑18(5)(a)(ii) of the Act, a person is a substantial creditor of an amalgamating corporation if the amount of a debt, or the sum of the amounts of debts, that is unsecured exceeds the prescribed amount. ## Part 2‑4—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 #### 37‑10.01 Small, medium and large corporations (1) For paragraph 37‑10(1)(a) of the Act, the amount is $100 000. (2) For paragraph 37‑10(1)(b) of the Act, the amount is $100 000. (3) For paragraph 37‑10(1)(c) of the Act, the number of employees is 5. (4) For paragraph 37‑10(3)(a) of the Act, the amount is $5 000 000. (5) For paragraph 37‑10(3)(b) of the Act, the amount is $2 500 000. (6) For paragraph 37‑10(3)(c) of the Act, the number of employees is 25. #### 37‑20.01 Counting employees (1) For subsection 37‑20(1) of the Act, this regulation sets out a method for calculating the number of employees of an Aboriginal and Torres Strait Islander corporation for the following provisions of the Act: (a) paragraph 37‑10(1)(c); (b) paragraph 37‑10(2)(c); (c) paragraph 37‑10(3)(c). (2) The method is: (a) count each full‑time employee; and (b) for each part‑time employee, work out a fraction that represents the employee’s weekly hours of work divided by the weekly hours of work of a full‑time employee; and (c) count the fraction for each part‑time employee. > Note: See paragraph 37‑20(2)(b) of the Act. Chapter 3—Basic features of an Aboriginal and Torres Strait Islander corporation ## Part 3‑4—Names ### Division 85—What names may a corporation have? #### 85‑5.01 Availability of names (1) For paragraphs 85‑5(1)(a) and (b) of the Act, the rules for ascertaining whether a name is identical to another name are the rules set out in Part 1 of Schedule 1. (2) For paragraph 85‑5(1)(c) of the Act, a name is unacceptable for registration if it is unacceptable under the rules set out in Part 2 of Schedule 1. #### 85‑5.02 Consent required for use of certain letters, words and expressions (1) This regulation applies to a name if: (a) the name: (i) is part of an application for the registration of a corporation under section 21‑1, 22‑1 or 23‑1 of the Act; or (ii) for an application for a change of name under section 88‑1 of the Act—is the name to which the previous name is to be changed; and (b) the name is, uses or includes: (i) letters, or a word or expression, specified in column 2 of an item in Part 4 of Schedule 1; or (ii) other letters, or another word or expression (whether or not in English), that is of like import to the letters, word or expression specified in the item. (2) In paragraph (1)(b), a reference to letters, a word or an expression being used includes a reference to the letters, word or expression being used: (a) as part of another word or expression; or (b) in combination with other words or letters, or other symbols. (3) If an item in Part 4 of Schedule 1 applies in relation to the name, the application must be accompanied by the written consent of the Minister specified in the item. Chapter 5—Meetings ## Part 5‑2—General meetings ### Division 201—What are the rules concerning general meetings? #### 201‑5.01 Request by members for directors to call general meetings For paragraph 201‑5(5)(b) of the Act, the prescribed number is: (a) for an Aboriginal and Torres Strait Islander corporation with between 2 and 10 members—1; and (b) for a corporation with between 11 and 20 members—3. #### 201‑40.01 Members’ resolutions For paragraph 201‑40(5)(b) of the Act, the prescribed number is: (a) for an Aboriginal and Torres Strait Islander corporation with between 2 and 10 members—1; and (b) for a corporation with between 11 and 20 members—3. #### 201‑50.01 Members’ statements to be distributed For paragraph 201‑50(9)(b) of the Act, the prescribed number is: (a) for an Aboriginal and Torres Strait Islander corporation with between 2 and 10 members—1; and (b) for a corporation with between 11 and 20 members—3. #### 201‑95.01 Rights of proxies—exercise of proxies For paragraph 201‑95(4)(a) of the Act, the prescribed number of members is 3. > Note: Under subsection 201‑95(4) of the Act, a person must not exercise proxies for more than the number of members prescribed in these Regulations. ## Part 5‑4—Minutes of meetings ### Division 220—Minutes of meetings #### 220‑10.01 Members’ access to minutes For subsection 220‑10(6) of the Act, the prescribed amount is $0.50 per page. Chapter 6—Officers ## Part 6‑2—Appointment, remuneration and cessation of appointment of directors ### Division 252—Remuneration of directors #### 252‑5.01 Members may obtain information about directors’ remuneration For paragraph 252‑5(8)(b) of the Act, the prescribed number is: (a) for an Aboriginal and Torres Strait Islander corporation with between 2 and 10 members—1; and (b) for a corporation with between 11 and 20 members—3. Chapter 7—Record keeping, reporting requirements and books ## Part 7‑3—Reporting requirements ### Division 330—General report for each financial year #### 330‑5.01 Contents of general report For paragraph 330‑5(1)(b) of the Act, the following information is prescribed: (a) the corporation’s total CGOI for the financial year; (b) the value of the corporation’s total CGA at the end of the financial year; (c) the number of employees of the corporation at the end of the financial year, calculated in accordance with subregulation 37‑20.01(2); (d) if the corporation has an ABN—the ABN of the corporation; (e) whether the corporation is a deductible gift recipient under Division 30 of the Income Tax Assessment Act 1997; (f) for each director of the corporation—whether the director is also an employee of the corporation on 30 June of the financial year being reported on; (g) for each secretary of the corporation—whether the secretary is also an employee of the corporation on 30 June of the financial year being reported on; (h) for each contact person of the corporation—whether the contact person is also an employee of the corporation on 30 June of the financial year being reported on. > Note 1: Subregulation 37‑20.01(2) is about counting employees. > Note 2: For a transitional corporation reporting for the 2006‑2007 financial year, see Division 10 of Part 2 of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. > Note 3: For a transitional corporation reporting for the 2007‑2008 financial year, see Division 11 of Part 2 of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. #### 330‑10.01 General report to be lodged with Registrar For paragraph 330‑10(2)(b) of the Act, the period is within 6 months after the end of the financial year. ### Division 333—Financial and other reports #### Subdivision 333‑A—Small and medium corporations with a CGOI of $5 000 000 or more, and large corporations #### 333‑5.01 Financial reports, directors’ reports and other reports (1) This Subdivision applies to an Aboriginal and Torres Strait Islander corporation: (a) registered under the Act on 30 June of a financial year as a small or medium corporation, and having a CGOI in the financial year of $5 000 000 or more; or (b) registered under the Act on 30 June of a financial year as a large corporation. (2) This Subdivision does not apply to: (a) a transitional corporation reporting for the 2006‑2007 financial year; or (b) a transitional corporation, reporting for the 2007‑2008 financial year, that has made an election under item 60 of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. (3) For subsection 333‑5(1) of the Act, the corporation must prepare a financial report and a directors’ report for the financial year. > Note 1: For a transitional corporation reporting for the 2006‑2007 financial year, see Division 10 of Part 2 of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. > Note 2: For a transitional corporation reporting for the 2007‑2008 financial year, see Division 11 of Part 2 of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. #### 333‑10.01 Financial reports (1) For subsection 333‑10(1) of the Act, a financial report for a financial year is to contain: (a) the financial statements for the year; and (b) the notes to the financial statements; and (c) the directors’ declaration about the statements and the notes. (2) The financial statements for the year are: (a) the financial statements for the Aboriginal and Torres Strait Islander corporation that are required by the accounting standards; or (b) if compliance with the accounting standards requires the corporation to include other entities in its financial statements—consolidated financial statements for the corporation and those entities. > Note: For accounting standards applicable to an Aboriginal and Torres Strait Islander corporation, see subregulation 333‑15.01(4). (3) The notes to the financial statements are: (a) the notes required by the accounting standards; and (b) any other information necessary to give a true and fair view of the financial position and performance of the corporation or consolidated entity. (4) The directors’ declaration is a declaration by the directors of the corporation: (a) whether, in the directors’ opinion, there are reasonable grounds to believe that the corporation will be able to pay its debts when they become due and payable; and (b) whether, in the directors’ opinion, the financial statements and notes are in accordance with these Regulations, including: (i) compliance with the accounting standards; and (ii) providing a true and fair view of the financial position and performance of the corporation or consolidated entity. (5) The directors’ declaration must: (a) be made in accordance with a resolution of the directors; and (b) mention the date when the resolution was made; and (c) be signed by a director of the corporation. (6) The financial statements and notes for a financial year must give a true and fair view of the financial position and performance of the corporation or consolidated entity. > Note: For the definition of accounting standard, see section 700‑1 of the Act. #### 333‑10.02 Directors’ reports (1) For subsection 333‑10(1) of the Act, a directors’ report for the financial year must include the following information: (a) a review of operations of the Aboriginal and Torres Strait Islander corporation during the year and the results of those operations; (b) details of any significant changes in the corporation’s state of affairs during the year; (c) a statement of the corporation’s principal activities during the year and any significant changes in the nature of those activities during the year; (d) details of any matter or circumstance that has arisen since the end of the year that has significantly affected, or may significantly affect: (i) the corporation’s operations in future financial years; or (ii) the results of those operations in future financial years; or (iii) the corporation’s state of affairs in future financial years; (e) likely developments in the corporation’s operations in future financial years and the expected results of those operations; (f) if the corporation’s operations are subject to any particular and significant environmental regulation under a Commonwealth, State or Territory law—details of the corporation’s performance in relation to environmental regulation; (g) details of distributions paid to members during the year; (h) details of distributions recommended or declared for payment to members, but not paid, during the year; (i) the name of each person who has been a director of the corporation during the year and the period of the director’s tenure; (j) details of each director’s qualifications, experience and special responsibilities; (k) the number of meetings of the board of directors held during the year and each director’s attendance record at those meetings; (l) the number of meetings of each board committee held during the year and each director’s attendance record at those meetings; (m) the name of each person who has been a secretary of the corporation during the year; (n) details of each secretary’s qualifications and experience; (o) the name of each person who: (i) was an officer of the corporation at any time during the year; and (ii) was, when an audit firm or audit company that is an auditor of the corporation undertook an audit of the corporation, a partner in the audit firm or a director of the audit company; (p) a copy of the auditor’s declaration under section 339‑50 of the Act for the audit for the financial year; (q) for any application for leave made during the year under section 169‑5 of the Act: (i) the applicant’s name; and (ii) a statement whether leave was granted; (r) for any proceedings that, during the year, a person has brought or intervened in for the corporation with leave under section 169‑5 of the Act: (i) the person’s name; and (ii) the names of the parties to the proceedings; and (iii) sufficient information to enable members to understand the nature and status of the proceedings (including the cause of action and orders made by the Court). (2) For subregulation (1), the directors’ report must be prepared: (a) if consolidated financial statements are not required—for the corporation; or (b) if consolidated financial statements are required—for the consolidated entity. (3) If a financial report for a financial year includes additional information under paragraph 333‑10.01(3)(b), the directors’ report must also mention: (a) the directors’ reasons for forming the opinion that the inclusion of the additional information was necessary to give the true and fair view; and (b) where the additional information can be found in the financial report. (4) A directors’ report may omit material that would otherwise be included under paragraph (1)(e) if it would be likely to result in unreasonable prejudice to the corporation or consolidated entity. (5) For subregulation (4), if material is omitted, the report must say so. (6) Details do not have to be included in the directors’ report if they are already included in the corporation’s financial report for the financial year. (7) If details are not included in the directors’ report, the report must say so and state where they may be found in the corporation’s financial report for the year. (8) A directors’ report must: (a) be made in accordance with a resolution of the directors; and (b) mention the date when the report is made; and (c) be signed by a director. #### 333‑15.01 Other requirements in relation to report (1) For subsection 333‑15(1) of the Act, an Aboriginal and Torres Strait Islander corporation must have its financial report audited and must obtain an auditor’s report. (2) The auditor of a financial report must be: (a) an individual auditor who is a registered company auditor; or (b) an audit firm that has at least 1 member who is a registered company auditor who is ordinarily resident in Australia; or (c) an authorised audit company. (3) The audit of a financial report must be conducted in accordance with the auditing standards. > Note: For the definition of auditing standard, see section 700‑1 of the Act. (4) For paragraph 333‑15(2)(e) of the Act , the financial report of an Aboriginal and Torres Strait Islander corporation must be prepared in accordance with all applicable accounting standards: (a) to the extent that the accounting standards are capable of applying to an Aboriginal and Torres Strait Islander corporation; and (b) whether or not the corporation is or would be regarded as a reporting entity within the meaning of that term in the accounting standards. #### Subdivision 333‑B—Small corporations with CGOI of between $100 000 and $5 000 000, and medium corporations with CGOI of less than $5 000 000 #### 333‑16.01 Financial reports and other reports (1) This Subdivision applies to an Aboriginal and Torres Strait Islander corporation: (a) registered under the Act on 30 June of a financial year as a small corporation, and having a CGOI in the financial year of more than $100 000 but less than $5 000 000; or (b) registered under the Act on 30 June of a financial year as a medium corporation, and having a CGOI in the financial year of less than $5 000 000. (2) This Subdivision does not apply to: (a) a transitional corporation reporting for the 2006‑2007 financial year; or (b) a transitional corporation, reporting for the 2007‑2008 financial year, that has made an election under item 60 of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. (3) For subsection 333‑5(1) of the Act, the corporation must prepare a financial report for the financial year. > Note 1: For a transitional corporation reporting for the 2006‑2007 financial year, see Division 10 of Part 2 of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. > Note 2: For a transitional corporation reporting for the 2007‑2008 financial year, see Division 11 of Part 2 of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. #### 333‑16.02 Financial reports (1) An Aboriginal and Torres Strait Islander corporation reporting under this Subdivision must prepare a financial report under: (a) subregulation (2); or (b) subregulations (5) to (7). (2) A financial report prepared under this subregulation must comply with regulation 333‑10.01 and subregulation 333‑15.01(4). (3) For subsection 333‑15(1) of the Act, a corporation that prepares a financial report under subregulation (2) must have its financial report audited and must obtain an auditor’s report from: (a) a person or entity mentioned in paragraph 333‑15.01(2)(a), (b) or (c); or (b) a Chartered member or an Affiliate of the Institute of Chartered Accountants in Australia; or (c) a Certified Practising Accountant or a Fellow of CPA Australia; or (d) a member or fellow of the Institute of Public Accountants. (4) The audit of a financial report in subregulation (3) must be conducted in accordance with the auditing standards. (5) A corporation may prepare a financial report under subregulations (6) and (7) if: (a) the accounting standards, if applied to the financial report, would not require the corporation to provide consolidated financial statements; and (b) at least 90% of the gross operating income of the corporation in the financial year being reported on consists of funding provided by 1 or more funding bodies; and (c) as a condition of the provision of funding, the corporation is required (by legislation or otherwise) to prepare and submit to the funding body or bodies, 1 or more annual reports accounting for the expenditure of the funding by the corporation over the full financial year. (6) For subregulation (5), the financial report must include the following: (a) a copy of each report mentioned in paragraph (5)(c); (b) a copy of any auditor’s report relating to a report mentioned in paragraph (a); (c) an income and expenditure statement for any income and expenditure of the corporation in the financial year being reported on, which has not already been included in a report mentioned in paragraph (a); (d) a balance sheet disclosing any assets and liabilities of the corporation as at 30 June of the financial year being reported on, which have not already been included in a report mentioned in paragraph (a); (e) a directors’ declaration. (7) For paragraph (6)(e), the declaration must: (a) be made in accordance with a resolution of the directors; and (b) state whether in the directors’ opinion there are reasonable grounds to believe that the corporation will be able to pay its debts when they become due and payable; and (c) mention the date when the resolution was made; and (d) be signed by a director of the corporation. ### Division 339—Audit of financial reports #### Subdivision 339‑D—Auditor independence #### 339‑75.01 Application of Corporations Act auditor independence provisions For subsection 339‑75(2) of the Act, the Corporations Act auditor independence provisions apply to the audit as if: (a) references in those provisions to ASIC were references to the Registrar; and (b) references in those provisions to a small proprietary company were references to an Aboriginal and Torres Strait Islander corporation registered as a small or medium corporation. > Note: For the definition of Corporations Act auditor independence provisions, see section 700‑1 and subsection 339‑75(4) of the Act. #### 339‑80.01 Alternative independence requirements (1) For section 339‑80 of the Act, the Corporations Act auditor independence provisions apply to the audit of a financial report prepared under subregulation 333‑16.02(2). (2) The modifications made to the Corporations Act auditor independence provisions by paragraphs 339‑75(2)(a) and (b) of the Act and regulation 339‑75.01 apply to the audit of a financial report under subregulation (1). (3) For subregulation (1), the Corporations Act auditor independence provisions are further modified by removing any references to imprisonment terms in the penalties in items 116CA to 116GC in Schedule 3 to the Corporations Act. #### Subdivision 339‑F—Appointment and removal of auditors #### 339‑100.01 Application This Subdivision does not apply to a person examining a transitional corporation’s balance sheet and income and expenditure statement under Division 10 or 11 of Part 2 of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. #### 339‑100.02 Appointment The directors of an Aboriginal and Torres Strait Islander corporation may appoint an auditor for the corporation if an auditor has not been appointed by the corporation at a general meeting. #### 339‑100.03 Consent (1) An Aboriginal and Torres Strait Islander corporation, or the directors of the corporation, must not appoint an individual, firm or company as auditor of the corporation unless the individual, firm or company: (a) has consented, before the appointment, to act as auditor; and (b) has not withdrawn the consent before the appointment is made. (2) For subregulation (1), consent or the withdrawal of consent must be given by written notice to the corporation. (3) A notice under subregulation (2) given by a firm must be signed by a member of the firm: (a) in the firm’s name; and (b) in his or her own name. (4) For subregulation (3), if a corporation must use a registered company auditor, the member of the firm who signs the notice of consent must be a registered company auditor. (5) A notice under subregulation (2) given by a company must be signed by a director or senior manager of the company: (a) in the company’s name; and (b) in his or her own name. (6) An appointment that does not comply with subregulations (1), (3), (4) and (5) has no effect. #### 339‑100.04 Nomination (1) A director or member of an Aboriginal and Torres Strait Islander corporation may nominate in writing an individual, firm or company for appointment as auditor of the corporation. (2) The corporation must send a copy of the notice of nomination to each: (a) individual, firm or company nominated; and (b) auditor of the corporation; and (c) person entitled to receive notice of general meetings of the corporation. (3) The copy of the notice of nomination must be sent: (a) at least 7 days before the general meeting; or (b) when notice is given of the meeting at which the nomination is to be considered. (4) An auditor may be appointed at a general meeting if subregulations (1) to (3) have not been complied with. #### 339‑100.05 Resignation (1) An auditor of an Aboriginal and Torres Strait Islander corporation may resign by giving notice in writing to the corporation. (2) The resignation takes effect on: (a) the day specified in the notice of resignation; or (b) if no day is specified—on the day the notice is received by the corporation. (3) Within 14 days after receipt of a notice of resignation from an auditor, the corporation must lodge the notice of resignation with the Registrar. #### 339‑100.06 Removal of auditor by resolution at general meeting (1) An auditor of an Aboriginal and Torres Strait Islander corporation may be removed from office only by resolution of the corporation at a general meeting of which notice under subregulation (2) has been given. (2) Notice of an intention to move the resolution must be given to the corporation at least 2 months before the meeting is to be held. (3) If the corporation calls a meeting after the notice of intention is given under subregulation (2), the meeting may pass the resolution even though the meeting is held less than 2 months after the notice of intention is given. > Note: For the notice period for a general meeting to remove an auditor, see subsection 201‑20(4) of the Act. (4) If notice under subregulation (2) has been received by a corporation, it must as soon as possible send a copy of the notice to the auditor and lodge a copy of the notice with the Registrar. (5) Within 7 days after receiving a copy of the notice, the auditor may make representations to the corporation. (6) The representations must: (a) be in writing; and (b) not exceed a reasonable length; and (c) request that, before the meeting at which the resolution is to be considered, a copy of the representations be sent by the corporation at its expense to every member of the corporation to whom notice of the meeting is sent. (7) Unless the Registrar on application from the corporation determines otherwise, the corporation must send a copy of the representations in accordance with the auditor’s request. (8) The auditor may require that the representations be read out at the meeting, without prejudice to his or her right to be heard orally or, if a firm is the auditor, to have a member of the firm heard orally on its behalf. > Note: For an auditor’s entitlement to be heard at the meeting, see paragraph 201‑80(3)(b) of the Act. #### 339‑100.07 Auditor ceasing to hold office by reason of unresolved conflict of interest (1) Subregulations (2) and (3) apply to an auditor undertaking an audit of a financial report, prepared under subregulation 333‑5.01(3), of an Aboriginal and Torres Strait Islander corporation. (2) Subsections 327B(2A) to (2D) of the Corporations Act apply to an auditor of the corporation as if: (a) references in those provisions to the company were references to the corporation; and (b) references in those provisions to ASIC were references to the Registrar. (3) If an audit firm ceases to be an auditor of the corporation at a particular time because of the applied provisions in subregulation (2), each member of the audit firm ceases to be an auditor of the corporation at that time. #### 339‑100.08 Control by another corporation An auditor of an Aboriginal and Torres Strait Islander corporation that begins to be controlled by another corporation: (a) must retire at the next AGM of the corporation of which he or she is the auditor; and (b) is, subject to these Regulations, eligible for reappointment. #### 339‑100.09 Effect of winding up An auditor of an Aboriginal and Torres Strait Islander corporation ceases to hold office if: (a) a special resolution is passed for the voluntary winding up of the corporation; or (b) an order is made by the Court for the winding up of the corporation. #### 339‑100.10 Surviving or continuing auditor While a vacancy in the office of auditor of an Aboriginal and Torres Strait Islander corporation continues, any surviving or continuing auditor may act as auditor of the corporation. ## Part 7‑7—Modifications of record keeping and reporting requirements ### Division 368—Modifications of record keeping and reporting requirements #### 368‑1.01 Modification For section 368‑1 of the Act, the operation of Part 7‑3 of the Act is modified for all Aboriginal and Torres Strait Islander corporations by omitting from paragraph 348‑1(3)(a) of the Act ‘3 months’ and inserting ‘6 months’. Chapter 9—Lodgments and registers ## Part 9‑3—Registers ### Division 418—Registers to be kept #### 418‑10.01 Information and documents to be kept on Register of Aboriginal and Torres Strait Islander Corporations For section 418‑10 of the Act, the following information and documents are specified: (a) information or a document mentioned in a provision of the Act mentioned in Part 1 of Schedule 2; (b) information or a document mentioned in a provision of these Regulations mentioned in Part 2 of Schedule 2; (c) information or a document mentioned in a provision of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006 mentioned in Part 3 of Schedule 2; (d) information or a document mentioned in a provision of the Corporations Act, as it applies to an Aboriginal and Torres Strait Islander corporation, mentioned in Part 4 of Schedule 2; (e) information or a document mentioned in a provision of the Corporations Regulations, as it applies to an Aboriginal and Torres Strait Islander corporation, mentioned in Part 5 of Schedule 2. > Note: Sections 45‑1, 499‑10, 516‑1, 521‑1, 526‑35, 526‑40, 531‑1 and 536‑1 of the Act apply certain provisions of the Corporations Act and Corporations Regulations to an Aboriginal and Torres Strait Islander corporation. ### Division 421—What information may a person obtain from the Registrar? #### 421‑1.01 Inspection and production of records (1) For paragraph 421‑1(1)(b) of the Act: (a) the Register of Aboriginal and Torres Strait Islander Corporations is prescribed as a register; and (b) all information in that register, including all information in documents in that register, is prescribed as information. > Note: Under paragraph 421‑1(1)(b) of the Act, a person may inspect or search a prescribed register kept by the Registrar for prescribed information. (2) For paragraph 421‑1(1)(b) of the Act: (a) the Register of Disqualified Officers is prescribed as a register; and (b) all information in that register, including all information in documents in that register, is prescribed as information. > Note: Under paragraph 421‑1(1)(b) of the Act, a person may inspect or search a prescribed register kept by the Registrar for prescribed information. #### 421‑1.02 Exempt documents For paragraph (f) of the definition of exempt document in subsection 421‑1(4) of the Act, the information and documents mentioned in Schedule 3 are specified. Chapter 10—Regulation and enforcement ## Part 10‑2—Regulation of Aboriginal and Torres Strait Islander corporations ### Division 439—Regulation of Aboriginal and Torres Strait Islander corporations #### 439‑10.01 Registrar may call a general meeting (other than an AGM) For paragraph 439‑10(10)(b) of the Act, the prescribed number is: (a) for an Aboriginal and Torres Strait Islander corporation with between 2 and 10 members—1; and (b) for a corporation with between 11 and 20 members—3. ## Part 10‑3—Enforcement ### Division 447—Authorised officers #### 447‑5.01 Identity cards For subsection 447‑5(1) of the Act, the form of an identity card is any form that: (a) allows the authorised officer’s name to be displayed; and (b) allows a recent photograph of the authorised officer to be displayed; and (c) allows the date on which the identity card expires to be displayed; and (d) includes a statement that the person is an authorised officer for the purposes of the Act. Chapter 11—External administration ## Part 11‑2—Special administration ### Division 487—Special administration of Aboriginal and Torres Strait Islander corporation #### 487‑5.01 Grounds for special administration For paragraph 487‑5(5)(b) of the Act, the prescribed number is: (a) for an Aboriginal and Torres Strait Islander corporation with between 2 and 10 members—1; and (b) for a corporation with between 11 and 20 members—3. ### Division 499—Function, duties and powers of special administrator #### 499‑10.01 Applying Corporations Act provisions to Aboriginal and Torres Strait Islander corporations that is under special administration For paragraph 499‑10(3)(b) of the Act, the provisions mentioned in subsection 499‑10(1) apply to an Aboriginal and Torres Strait Islander corporation that is under special administration as if a reference to ASIC were a reference to the Registrar. ## Part 11‑5—Winding up ### Division 526—Winding up #### 526‑5.01 Grounds for Court ordered winding up For paragraph 526‑5(k) of the Act, the prescribed period is 2 years. > Note: Under paragraph 526‑5(k) of the Act, one of the grounds on which an Aboriginal and Torres Strait Islander corporation may be wound up is that the corporation has failed, for a prescribed period, to lodge any financial or other reports required to be lodged by Part 7‑3 of the Act. Chapter 15—Administration ## Part 15‑2—Protection of information ### Division 604—Protection of information #### 604‑25.01 Authorised use or disclosure (1) For paragraph 604‑25(4)(f) of the Act, the following Agencies are prescribed: (a) each Department of State that is responsible for general policy on Aboriginal and Torres Strait Islander affairs; (b) each Department of State that is responsible for the administration of a program that relates specifically to Aboriginal or Torres Strait Islander persons; (c) the Office of the Director of Public Prosecutions. > Note: Under paragraph 604‑25(4)(f) of the Act, the disclosure of protected information is taken to be an authorised disclosure if it is made to an Agency Head of, or an APS employee in, an Agency (within the meaning of the Public Service Act 1999) that is prescribed by these Regulations for the purposes of performing the functions, or exercising the powers, of the Agency. (2) For paragraph 604‑25(4)(g) of the Act, the Australian Federal Police is prescribed. > Note: Under paragraph 604‑25(4)(g) of the Act, the disclosure of protected information is taken to be an authorised disclosure if it is made to a Chief Executive, or an officer or employee, of a prescribed Agency (within the meaning of the Financial Management and Accountability Act 1997), if the prescribed Agency is also prescribed by these Regulations for the purposes of performing the functions, or exercising the powers, conferred on the Agency. (3) For paragraph 604‑25(4)(i) of the Act, each Department of State of a State or Territory that is responsible for general policy on Aboriginal and Torres Strait Islander affairs is prescribed. > Note: Under paragraph 604‑25(4)(i) of the Act, the disclosure of protected information is taken to be an authorised disclosure if it is made to the head (however described), or an officer or employee, of a Department of State of a State or Territory prescribed by these Regulations for the purposes of performing functions of the Department. (4) For paragraph 604‑25(4)(i) of the Act, each of the following Departments of State of a State or Territory is prescribed to the extent to which subregulation (3) does not apply to the Department: (a) the Department of State of New South Wales that is responsible for the administration of the Aboriginal Land Rights Act 1983 of that State; (b) each Department of State of Victoria that is responsible for the administration of any of the following Acts of that State: (i) the Aboriginal Land (Manatunga Land) Act 1992; (ii) the Aboriginal Land (Northcote Land) Act 1989; (iii) the Aboriginal Lands (Aborigines’ Advancement League) (Watt Street, Northcote) Act 1982; (iv) the Aboriginal Lands Act 1970; (v) the Aboriginal Lands Act 1991; (c) each Department of State of Queensland that is responsible for the administration of either of the following Acts of that State: (i) the Aboriginal Land Act 1991; (ii) the Torres Strait Islander Land Act 1991; (d) the Department of State of Western Australia that is responsible for the administration of the Aboriginal Affairs Planning Authority Act 1972 of that State; (e) the Department of State of South Australia that is responsible for the administration of the Aboriginal Lands Trust Act 1966 of that State; (f) the Department of State of Tasmania that is responsible for the administration of the Aboriginal Lands Act 1995 of that State. > Note: Under paragraph 604‑25(4)(i) of the Act, the disclosure of protected information is taken to be an authorised disclosure if it is made to the head (however described), or an officer or employee, of a Department of State of a State or Territory prescribed by these Regulations for the purposes of performing functions of the Department. (5) For paragraph 604‑25(4)(j) of the Act, the following bodies are prescribed: (a) the police force or service of a State; (b) the Northern Territory Police Force; (c) an authority of a State or Territory that has functions and powers similar to those of the Director of Public Prosecutions of the Commonwealth. > Note: Under paragraph 604‑25(4)(j) of the Act, the disclosure of protected information is taken to be an authorised disclosure if it is made to the head (however described), or an officer or employee, of a body prescribed by these Regulations and established for a public purpose by or under a law of a State or Territory (including a local governing body) for the purposes of performing functions conferred on the body by a law of the State or Territory. (6) For paragraph 604‑25(4)(k) of the Act, the following professional disciplinary bodies are prescribed: (a) CPA Australia; (b) the Institute of Chartered Accountants in Australia; (c) the Institute of Public Accountants; (d) the New South Wales Bar Association; (e) the Law Society of New South Wales; (f) the Victorian Bar Incorporated; (g) the Law Institute of Victoria; (h) the Bar Association of Queensland; (i) the Queensland Law Society; (j) the Legal Practice Board of Western Australia; (k) the Law Society of South Australia; (l) the Law Society of Tasmania; (m) the Law Society of the Australian Capital Territory; (n) the Law Society Northern Territory. > Note: Under paragraph 604‑25(4)(k) of the Act, the disclosure of protected information is taken to be an authorised disclosure if it is made to a professional disciplinary body prescribed by these Regulations for the purposes of performing one of its functions or exercising one of its powers. (7) For paragraph 604‑25(4)(l) of the Act: (a) Indigenous Business Australia, established by section 145 of the Aboriginal and Torres Strait Islander Act 2005, is prescribed; and (b) the purpose of performing the functions of Indigenous Business Australia under that Act is prescribed. > Note: Under paragraph 604‑25(4)(l) of the Act, the disclosure of protected information is taken to be an authorised disclosure if it is made to a prescribed person or body for the prescribed purposes of the body or person. (8) For paragraph 604‑25(4)(l) of the Act: (a) the Indigenous Land Corporation, established by section 191A of the Aboriginal and Torres Strait Islander Act 2005, is prescribed; and (b) the purpose of performing the functions of the Indigenous Land Corporation under that Act is prescribed. > Note: Under paragraph 604‑25(4)(l) of the Act, the disclosure of protected information is taken to be an authorised disclosure if it is made to a prescribed person or body for the prescribed purposes of the body or person. ## Part 15‑6—Regulations ### Division 633—Regulations #### 633‑1.01 General regulation making power For a provision of the Act mentioned in an item of Schedule 4, the Corporations Act is modified as set out in the item. Chapter 16—Registrar and Deputy Registrars of Aboriginal and Torres Strait Islander Corporations ## Part 16‑3—Registrar’s functions and powers ### Division 658—Registrar’s functions and powers #### 658‑1.01 Functions of the Registrar (1) For paragraph 658‑1(1)(k) of the Act, the Registrar has the function of making documents, and information in documents, available to the public that: (a) are in the possession of the Registrar; and (b) the Registrar considers appropriate to make available; and (c) before the commencement of the Act and the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006, were: (i) filed or lodged with the ACA Registrar, or served on the ACA Registrar, under the ACA Act; or (ii) kept by the ACA Registrar under the ACA Act; or (iii) given to or served on a person by the ACA Registrar under, or for, the ACA Act. (2) In subregulation (1): > ACA Act means the Aboriginal Councils and Associations Act 1976. > ACA Registrar has the meaning given to it by subitem 1(1) of Schedule 3 to the Corporations (Aboriginal and Torres Strait Islander) Consequential, Transitional and Other Measures Act 2006. (3) For subregulation (1), the documents may include documents containing personal information within the meaning given by subsection 6 (1) of the Privacy Act 1988.